TIDMSRB
THIS ANNOUNCEMENT, IS NOT FOR RELEASE, PUBLICATION,DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, NEW ZEALAND JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of
Article 7 of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018.
Terms used in this announcement have the same meaning given to them as
defined in the Placing Announcement.
For immediate release
2 March 2021
Serabi Gold plc
("Serabi", the "Company" or the "Group")
Results of Placings
Serabi Gold Plc (AIM:SRB, TSX:SBI), the Brazil focussed gold producer
and developer, is pleased to announce the successful completion of the
Placings and PrimaryBid Offer announced yesterday (the "Placing
Announcement").
A total of 16,650,000 new Ordinary Shares in the capital of the Company
have been placed with new and existing investors at a Placing Price of
GBP0.75 (C$1.32) per new Ordinary Share. The Placing and PrimaryBid
Offer have raised gross proceeds of approximately US$17.5 million for
the Company (approximately GBP12.5 million / C$22.0 million) (before
expenses).
Pursuant to the Placing, a total of 15,684,257 Placing Shares have been
placed with new and existing investors at the Placing Price, raising
gross proceeds of approximately US$16.4 million (GBP11.8 million /
C$20.7 million). In addition, retail investors have subscribed in the
PrimaryBid Offer for 965,743 PrimaryBid Offer Shares at the Placing
Price raising gross proceeds of approximately US$1.0 million (GBP0.7
million / C$1.3 million).
The Placing Price of GBP0.75 pence represents a discount of
approximately 5.1 per cent. to the closing price on 26 February 2021,
the last trading day prior to the announcement of the Fundraising and a
discount of approximately 2.6 per cent. to the closing price on the day
of the launch of the Fundraising.
Pursuant to the Warrant Placing, investors have also subscribed for
4,003,527 Warrants at a price of GBP0.06 (C$0.11) per Warrant (the
"Warrant Price") to raise gross proceeds of US$0.3 million (GBP0.2
million / C$0.4 million), subject amongst other things to shareholder
approval at a general meeting to be held on or before the end of May
2021. The Warrants will have an Exercise Price of GBP0.9375 (C$1.65) per
new Ordinary Share and will be exercisable for two years from their date
of issue.
Peel Hunt and Tamesis acted as Joint Bookrunners and Beacon acted as
Manager in respect of the Placings.
The 16,650,000 new Ordinary Shares to be issued in aggregate pursuant to
the Placing and the PrimaryBid Offer (the "New Ordinary Shares")
represent 28.2 per cent. of the issued ordinary share capital of the
Company prior to the Placing.
The New Ordinary Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary Shares
at that time. The Warrants, when issued, will not be transferable and
will not be listed on AIM, the Toronto Stock Exchange (the "TSX") or any
other exchange or market.
The Company has applied to the London Stock Exchange plc for Admission,
and to the TSX to list, 16,650,000 New Ordinary Shares. Subject to,
inter alia, the Placing Agreement not having been terminated in
accordance with its terms as well as admission to AIM, it is expected
that admission to AIM of the 16,650,000 New Ordinary Shares will occur
at 8:00 am on or around 9 March 2021 and admission to the TSX on or
around 9 March 2021.
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the FCA ("DTRs"), the Company confirms that,
following Admission, its issued share capital will comprise 75,734,551
Ordinary Shares, each of which carries the right to vote, with no
Ordinary Shares held in treasury. This figure may be used by
Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change
to their interest in, the Company under the DTRs.
Greenstone
As announced in the Placing Announcement, the Company and Greenstone
have entered into an agreement (the "Redemption Agreement") pursuant to
which they have agreed, conditional on Admission, to redeem the
outstanding Convertible Loan Notes held by Greenstone being US$2 million
together with accrued interest of approximately US$200,000 and the
arrangement fee and other expenses of approximately US$333,000, to
terminate the Subscription Deed and to release the security granted by
the Company in favour of Greenstone.
Greenstone (which holds shares representing approximately 25.2% of the
Company's share capital as at the date hereof) is a related party of the
Company for the purposes of Rule 13 of the AIM Rules, and has
participated in the Placing by subscribing for 4,195,424 Placing Shares
and 2,097,711 Warrants. This constitutes a related party transaction
under Rule 13 of the AIM Rules for Companies. As such, the Independent
Directors of the Company (being the Board other than Mark Sawyer)
consider, having consulted with the Company's nominated adviser,
Beaumont Cornish, that the terms of the participation in the Placings by
Greenstone are fair and reasonable insofar as the Company's shareholders
are concerned.
Greenstone's participation in the Placing also constitutes a related
party transaction for the Company under Canadian securities laws
pursuant to Multilateral Instrument 61-101 -- Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). In accordance
with MI 61-101, the Company is relying on the exemptions from the
requirement to obtain a formal valuation and minority shareholder
approval on the basis that the board of directors of the Company
determined that the fair market value of the transaction with Greenstone
is less than 25% of the market capitalisation of the Company. For the
purposes of MI 61-101, the independent directors of the Company (which
excludes appointees of Greenstone) consider that the participation of
Greenstone in the placing is fair and reasonable and in the best
interests of the independent shareholders and the Company as a whole.
For the purposes of MI 61-101 there has not been in the 24 months
preceding the date of the Placing any valuation in respect of the
Company that relates to the subject matter of or is otherwise relevant
to the transaction.
FX rate used is the Bloomberg daily spot rate on 26 February 2021 for
pounds sterling of GBP1.00 = US$1.3976, GBP1.00 = C$1.7580
Mike Hodgson, CEO of Serabi Gold plc commented:
"The financing completed today creates a strong financial position for
Serabi from which we will be able to advance our significant growth
opportunities.
Following this fundraising, Serabi will become debt free and, together
with cash being generated from the current operations, the Company will
be in a strong position to move forward with the development of Coringa
and at the same time accelerate an aggressive exploration programme over
the Palito Complex tenements.
With the all-important Preliminary Licence for Coringa awarded in
October 2020, good progress is being made on the submissions required
for the Installation Licence and with a trial mining licence in place to
allow mine development, we will commence development of the underground
mine this year. This will improve the project, hopefully allow better
optimisation of mine planning, and put us in a good position to seek
attractive debt financing terms to continue the development and
construction of the project.
It is also very pleasing that the Company now has the financing to
advance some of the best of numerous exploration opportunities that
exist in close proximity to both Palito and Sao Chico orebodies and I
feel confident that over the next couple of years these exploration
prospects will generate some significant resource growth for the
Company.
We have added some very strong names to our shareholder register, who
have been attracted by the growth that Coringa presents and the
potential that exists for future resource and ultimately production
growth in our tenements. I thank them and our existing shareholders for
their support and look forward to updating them on continued progress as
we drive forward on the next stage of the Company's growth.
Enquiries:
Serabi Gold plc
Michael Hodgson (Chief Executive) Tel: +44 (0)20 7246 6830
Clive Line (Finance Director) Tel: +44 (0)20 7246 6830
Peel Hunt LLP
Joint Bookrunner & Corporate Broker
Investment Banking
Ross Allister / Alexander Allen Tel: +44 (0)20 7418 8900
ECM / Syndicate
Al Rae / Max Irwin
Tamesis Partners LLP
Joint Bookrunner
Richard Greenfield / Charlie Bendon Tel: +44 (0)203 882 0712
Beacon Securities Limited
Manager
Investment Banking
Daniel Belchers Tel: +1 416 507 3954
ECM / Syndicate
Kim MacIntyre
Beaumont Cornish Limited
Nominated Advisor
Roland Cornish / Michael Cornish Tel: +44 (0)20 7628 3396
For the purposes of MAR, the person responsible for arranging for the
release of this Announcement on behalf of the Company is Clive Line,
Director.
IMPORTANT NOTICES
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES
LAWS OF SUCH JURISDICTIONS.
Neither this Announcement, nor any copy of it, nor the information
contained in it, is for publication, release, transmission distribution
or forwarding, in whole or in part, directly or indirectly, in or into
the United States, Australia, Japan or the Republic of South Africa or
any other jurisdiction in which publication, release or distribution
would be unlawful (or to any persons in any of those jurisdictions).
Neither the Placing Shares nor the Warrants have been, and they will not
be registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority or under
any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, taken up,
exercised, transferred or delivered, directly or indirectly, in or into
the United States except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of the US
Securities Act and in compliance with the securities laws of any state
or other jurisdiction of the United States. No public offering of
securities is being made in the United States.
Neither the Placing Shares nor the Warrants have been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any
other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the
Placing Shares or the Warrants.
Subject to certain exceptions, the securities referred to herein may not
be offered or sold in the United States, Australia, Canada, Japan or the
Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada,
Japan or the Republic of South Africa.
This Announcement is directed at and is only being distributed to: (a)
persons in member states of the European Economic Area who are
"qualified investors", as defined in Article 2(e) of the Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation")
("Qualified Investors"), (b) persons in the United Kingdom, who are
qualified investors, being persons falling within the meaning of Article
2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
" UK Prospectus Regulation"), and who (i) have professional experience
in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or are high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in Article
49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c)
otherwise, persons to whom it may otherwise lawfully be communicated
(each such person in (a), (b) and (c), a "Relevant Person"). No other
person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is lawful
to do so. By accepting the terms of this Announcement, you represent and
agree that you are a Relevant Person. This Announcement must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Announcement or the
Placing relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
This Announcement is not being distributed by, nor has it been approved
for the purposes of section 21 of the Financial Services and Markets Act
2000, as amended ("FSMA") by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does
not apply.
No offering document or prospectus will be made available in any
jurisdiction in connection with the matters contained or referred to in
this Announcement or the Placing or the Warrant Placing and no such
prospectus is required (in accordance with the Prospectus Regulation or
the UK Prospectus Regulation) to be published. Members of the public are
not eligible to take part in the Placing or the Warrant Placing and no
public offering of Placing Shares or Warrants is being or will be made
in the United States, United Kingdom or elsewhere.
All offers of the Placing Shares and Warrants will be made pursuant to
an exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus.
This Announcement has been issued by, and is the sole responsibility of,
the Company. No responsibility or liability is or will be accepted by,
and no undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by the Joint Bookrunners
or Manager or by any of its partners, directors, officers, employees,
advisers, consultants or affiliates as to, or in relation to, the
accuracy, fairness or completeness of the information or opinions
contained in this Announcement or any other written or oral information
made available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Peel Hunt and Tamesis, who are authorised and regulated in the United
Kingdom by the FCA, and Beacon, who are regulated in Canada by the
Investment Industry Regulatory Organisation of Canada, are acting
exclusively for the Company and no-one else in connection with the
Placing and the Warrant Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing, the Warrant Placing or any other matter
referred to in this Announcement.
Neither Peel Hunt, Tamesis or Beacon are responsible to anyone other
than the Company for providing the protections afforded to clients of
Peel Hunt, Tamesis or Beacon or for providing advice in connection with
the contents of this Announcement, the Placing, the Warrant Placing or
the transactions, arrangements and matters referred to herein.
None of the information in this Announcement has been independently
verified or approved by the Joint Bookrunners or the Manager or any of
their partners, directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on the Joint Bookrunners or the Manager by FSMA or by the
regulatory regime established under it, no responsibility or liability
whatsoever whether arising in tort, contract or otherwise, is accepted
by the Joint Bookrunners or the Manager or any of their respective
partners, directors, officers, employees, advisers, consultants or
affiliates whatsoever for the contents of the information contained in
this Announcement (including, but not limited to, any errors, omissions
or inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of the Joint
Bookrunners or the Manager or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates in
connection with the Company, the Placing Shares, the Warrants or the
Placing or the Warrant Placing or for any loss, cost or damage suffered
or incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in relation to
the Placing and/or the Warrant Placing. The Joint Bookrunners, the
Manager and their partners, directors, officers, employees, advisers,
consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the Joint
Bookrunner or the Manager or any of its partners, directors, officers,
employees, advisers, consultants or affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
Beaumont Cornish is authorised and regulated in the United Kingdom by
the FCA. Beaumont Cornish's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely to
the London Stock Exchange and are not owed to the Company or to any
Director or to any other person.
The distribution of this Announcement and the offering of the Placing
Shares and/or the Warrants in certain jurisdictions may be restricted by
law. No action has been taken by the Company, the Joint Bookrunners or
the Manager or any of its affiliates that would permit an offering of
the Placing Shares or the Warrants or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares and/or the Warrants in any jurisdiction where action for
that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners
and the Manager to inform themselves about, and to observe, such
restrictions.
Persons distributing this Announcement must satisfy themselves that it
is lawful to do so. Persons (including without limitation, nominees and
trustees) who have a contractual right or other legal obligations to
forward a copy of this Announcement (or any part thereof) should seek
appropriate advice before taking any action.
In connection with the Placing, the Joint Bookrunners and the Manager
and any of their affiliates, acting as investors for their own account,
may take up a portion of the shares in the Placing and/or the Warrant
Placing as a principal position and in that capacity may retain,
purchase, sell, offer to sell for the own accounts or otherwise deal for
their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares or Warrants being offered,
acquired, placed or otherwise dealt in should be read as including any
issue or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners, the Manager and their affiliates acting in such capacity.
In addition, the Joint Bookrunners and the Manager and any of their
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which the Joint Bookrunners and the Manager
and any of their affiliates may from time to time acquire, hold or
dispose of shares or other securities. The Joint Bookrunners and the
Manager do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its
future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words
such as "aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook" or other
words of similar meaning. By their nature, all forward-looking
statements involve risk and uncertainty because they relate to future
events and circumstances which are beyond the control of the Company. As
a result, the actual future financial condition, performance and results
of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. These
forward-looking statements reflect the Company's judgment at the date of
this Announcement and are not intended to give any assurance as to
future results and cautions that its actual results of operations and
financial condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or
information incorporated by reference into this Announcement. The
information contained in this Announcement is subject to change without
notice and except as required by applicable law or regulation, each of
the Company, the Joint Bookrunners and the Manager expressly disclaim
any obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on
which any such statements are based, except where required to do so
under applicable law or regulation.
This Announcement does not identify or suggest, or purport to identify
or suggest, the risks (direct or indirect) that may be associated with
an investment in the Placing Shares or the Warrants. Any investment
decision to buy Placing Shares in the Placing or Warrants in the Warrant
Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners or the Manager.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not intended
to provide the basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and
should not be considered as a recommendation that any investor should
subscribe for, purchase, otherwise acquire, sell or otherwise dispose of
any such securities. Recipients of this Announcement who are considering
acquiring Placing Shares pursuant to the Placing and/or Warrants
pursuant to the Warrant Placing are reminded that they should conduct
their own investigation, evaluation and analysis of the business, data
and property described in this Announcement. The price and value of
securities can go down as well as up and investors may not get back the
full amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this Announcement
are not to be construed as legal, business, financial or tax advice.
Each investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Any indication in this Announcement of the price at which the Company's
shares have been bought or sold in the past cannot be relied upon as a
guide to future performance. Persons needing advice should consult an
independent financial adviser. No statement in this Announcement is
intended to be a profit forecast or profit estimate for any period and
no statement in this Announcement should be interpreted to mean that
earnings, earnings per share or income, cash flow from operations or
free cash flow for the Company for the current or future financial
periods would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or
free cash flow for the Company.
References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other
sources of information on the Company which may be of interest.
Neither the content of the Company's website (or any other website) nor
the content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into or forms part of
this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM and the
Toronto Stock Exchange ("TSX"). The Warrants will not be transferable
and will not be admitted to trading on any stock exchange.
Copies of this announcement are available from the Company's website at
https://www.globenewswire.com/Tracker?data=mgfYUXwjrF_D0aTjfdJkCjwPoRoF2CX8fs3bbTcBEgi87dpv-IaBVIeltCK9nBoTqKY4enX4fS424R7zrLIf99MQnxwyGDW52qRlZqg-L1A=
www.serabigold.com.
Neither the London Stock Exchange, the Toronto Stock Exchange, nor any
other securities regulatory authority, has approved or disapproved of
the contents of this announcement.
(END) Dow Jones Newswires
March 02, 2021 02:00 ET (07:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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