SRB Serabi Gold Plc

 
TIDMSRB 
 
 
   For immediate release 
 
   28 April 2021 
 
 
 
   Serabi Gold plc 
 
   ("Serabi" or the "Company") 
 
   Notice of General Meeting 
 
 
 
   The Company announces that a General Meeting will be held on Tuesday 25 
May 2021, at The Long Barn, Cobham Park Road, Downside, Surrey KT11 3NE 
England at 10.00 am (BST). The Company has published the formal notice 
of the meeting (the "Notice") on its website which can be accessed using 
the following link 
https://www.globenewswire.com/Tracker?data=PN2GN3ugmDjOQDaCqdAt6VB3-cqwR7_3EyVvQCUBmYJ4qy3hlu4_c5Y9g-A18CRE1GM2LBHnLDUG6NrnGGw8jA7RnhEzk64rH-r0wnyaEcE= 
https://bit.ly/3dMm7at. Proxy voting forms are being posted to all 
shareholders providing details of how to access the Notice and 
instructions for voting. A copy of the Notice together with proxy voting 
forms is being posted to all shareholders who are required to receive or 
have formally requested to receive these documents. 
 
   The Notice contains a letter from the Chairman of the Company, Mr 
Nicolas Bañados, which is set out below in the Appendix. 
 
   Changes to the format of the General Meeting 
 
   The Board continues to closely monitor developments in relation to the 
Covid-19 pandemic and the health and wellbeing of the Company's 
shareholders and employees continue to remain of paramount importance. 
As a result of the UK Government's current guidance on social distancing 
and the prohibition on public gatherings due to the Covid-19 pandemic, 
it is expected that shareholders will not be permitted to attend the 
General Meeting. 
 
   The General Meeting will be convened in accordance with the Company's 
Articles of Association and in line with the UK Government guidance. The 
Company will make arrangements such that the legal requirements to hold 
the General Meeting can be satisfied through the attendance of a minimum 
number of people who are essential for the business of the General 
Meeting, and the format of the General Meeting will be purely 
functional. Having regard to their own safety and that of others, the 
Board respectfully requests that, if these restrictions remain in place 
at the time of the General Meeting (as they are expected to), 
shareholders comply with the UK Government's current guidance and do not 
make plans to attend the General Meeting. 
 
   To ensure the safety of the limited number of people whose attendance at 
the General Meeting is essential, we will not be able to allow any other 
Shareholders to gain access to the General Meeting on the day. If it 
becomes possible to admit Shareholders to the General Meeting, we will 
make an announcement on our website (www.serabigold.com) and via a 
Regulatory Information Service. To ensure that Shareholders' votes are 
counted, the Board strongly encourages all Shareholders to exercise 
their right to vote by appointing the Chairman of the General Meeting as 
their proxy to vote at the General Meeting on their behalf, in 
accordance with their instructions. Shareholders should not appoint any 
person other than the Chairman of the General Meeting to act as their 
proxy, as that person will likely not be granted access to the General 
Meeting on the day and their appointing shareholder's votes will not be 
able to be counted. 
 
   (1)        Certain resolutions to be proposed at the meeting will be 
special resolutions requiring approval of more than 75% of the votes 
cast. Under Canadian National Instrument 54-101, the meeting therefore 
also constitutes a Special Meeting. 
 
 
 
 
 
   Enquiries: 
 
 
 
 
 
 
Serabi Gold plc 
Michael Hodgson                 Tel: +44 (0)20 7246 6830 
Chief Executive                 Mobile: +44 (0)7799 473621 
 
Clive Line                      Tel: +44 (0)20 7246 6830 
Finance Director                Mobile: +44 (0)7710 151692 
 
Email: contact@serabigold.com 
------------------------------ 
Website: www.serabigold.com 
------------------------------ 
 
Beaumont Cornish Limited 
 Nominated Adviser 
Roland Cornish                  Tel: +44 (0)20 7628 3396 
Michael Cornish                 Tel: +44 (0)20 7628 3396 
 
Peel Hunt LLP 
 UK Broker 
Ross Allister                   Tel: +44 (0)20 7418 9000 
 
CAMARCO 
 Investor and Public Relations 
Gordon Poole                    Tel:+ 44 (0)20 3757 4997 
Nick Hennis 
Emily Hall 
 
 
 
 
   Copies of this announcement are available from the Company's website at 
https://www.globenewswire.com/Tracker?data=bHkFewH0uu_zofouY3Y14NiiQUtWm40--_AwZDanJRWsFBg_4DYtfLAuIqg7_O9BlOETfUBld4GF2Z0XRP9dWX-c61d_DiGuv6dsBg1B-dY= 
www.serabigold.com. 
 
 
 
   Neither the Toronto Stock Exchange, nor any other securities regulatory 
authority, has approved or disapproved of the contents of this 
announcement. 
 
 
 
 
 
 
 
   Appendix 1 
 
 
 
   The letter from the Chairman of the Company included in the Notice is 
reproduced below (without material adjustment): 
 
   Dear Shareholder 
 
   Introduction 
 
   On 2 March 2021, the Company announced it had raised GBP12.5 million 
(approximately US$17.5 million) (before expenses) by way of the Share 
Placing and PrimaryBid Offer to institutional and other investors at a 
price of 75 pence per Ordinary Share. The Company also announced that it 
had secured conditional subscriptions for 4,003,527 Warrants at an issue 
price of GBP0.06 (C$0.11) per Warrant to raise gross proceeds of 
approximately US$0.3 million (GBP0.2 million / C$0.4 million), subject 
amongst other things to shareholder approval at the General Meeting. 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. 
 
   The purpose of this document is to provide the formal notice (the 
"Notice") of the General Meeting to be held at The Long Barn, Cobham 
Park Road, Downside, Cobham, Surrey, KT11 3NE, England on 25 May 2021 at 
10 a.m. (London time) at which the Resolutions to approve the issue of 
the Warrants will be proposed. . 
 
   Canadian Designated Foreign Issuer Status 
 
   The Company is a "designated foreign issuer" for the purposes of 
Canadian Securities Administrators' National Instrument 71-102 -- 
Continuous Disclosure and Other Exemptions Relating to Foreign Issuer 
("NI 71-102"), and, as such, the Company is not subject to the same 
ongoing reporting requirements as most other reporting issuers in 
Canada. Generally, the Company complies with Canadian ongoing reporting 
requirements by complying with the regulatory requirements of AIM, which 
is a "foreign regulatory authority" (as defined in NI 71-102), and 
filing any documents required to be filed with or furnished to AIM with 
the securities regulatory authorities in Canada. 
 
   Background to and reasons for the issue of the Warrants 
 
   On 2 March 2021, the Company announced that it had placed with new and 
existing investors a total of 16,650,000 new Ordinary Shares in the 
capital of the Company at a Placing Price of GBP0.75 (C$1.32) per new 
Ordinary Share. At the same time and pursuant to the Warrant Placing, 
the Company also secured commitments from investors to subscribe for 
4,003,527 Warrants at an issue price of GBP0.06 (C$0.11) per Warrant 
raising gross proceeds of US$0.3 million (GBP0.2 million / C$0.4 
million), subject amongst other things to shareholder approval at the 
General Meeting. 
 
   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. Accordingly, if all the Warrants are exercised, the aggregate 
exercise price receivable by the Company in respect of the 4,003,527 new 
Ordinary Shares would be an additional amount of approximately GBP3.75 
million. 
 
   During the course of planning for the Share Placing, the Company, after 
consultation with the Joint Bookrunners and the Manager, had decided 
that in order to secure the best terms for the Share Placing and to 
widen the appeal of the Share Placing for investors, it was appropriate 
that investors should be given the opportunity to subscribe for 
Warrants. Recognising that some investors may have restrictions on their 
ability to hold securities which provide future rights to subscribe for 
Ordinary Shares, such as the Warrants, it was decided that the Warrants 
would be offered by way of a separate subscription. 
 
   The Directors believe that the amount that would be paid to the Company 
in respect of the Warrants is justified on the basis that: (i) the 
Warrant Placing assisted in obtaining the best terms for the Share 
Placing, and (ii) the Exercise Price in respect of the Warrants 
represented a 25% premium to the Placing Price. 
 
   The Warrant Placing 
 
   The Warrant Placing is conditional upon, among other things, the 
approval of the Resolutions at the General Meeting, and such aspects of 
the Placing Agreement as relate specifically to the Warrants becoming 
unconditional and the Placing Agreement not being terminated in 
accordance with its terms prior to the date of issue of the Warrants. 
 
   The Ordinary Shares to be issued pursuant to the exercise of the 
Warrants will rank pari passu with the Existing Ordinary Shares. 
 
   At the General Meeting, the Company will be seeking to pass both an 
ordinary and special resolution (which will require votes in favour from 
at least 75% of the Ordinary Shares present and voting at the General 
Meeting) in order to give the Directors authority to allot the Warrants 
to the Warrant Placees on a non-pre-emptive basis. 
 
   Use of proceeds 
 
   The Directors intend to use the proceeds from the Warrant Placing which 
in total will be GBP0.24 million (before expenses) for the Company's 
working capital purposes. 
 
   The General Meeting 
 
   The Warrant Placing is conditional upon the approval of the Resolutions 
by Shareholders at the General Meeting to be held at The Long Barn, 
Cobham Park Road, Downside, Cobham, Surrey, KT11 3NE, England on 25 May 
2021 at 10 a.m. The notice convening the General Meeting is incorporated 
in this document. 
 
   At the 2020 Annual General Meeting, the Directors were authorised to 

allot 20 million Ordinary Shares on a non-pre-emptive basis. Since the 
2020 Annual General Meeting, the Company has allotted 16,650,000 
Ordinary Shares and, as a consequence, the Directors do not have 
sufficient authority to grant the Warrants. The Company is therefore 
proposing to seek specific authorities to grant the Warrants at the 
General Meeting. The Directors intend to propose resolutions to renew 
the general authorities at the 2021 Annual General Meeting. 
 
   Resolution 1 provides the Company with authority to grant the Warrants 
and Resolution 2 disapplies the statutory pre-emption rights applicable 
to those Warrants. 
 
   Resolution 1 will be proposed as an ordinary resolution requiring a 
majority of votes cast at the General Meeting to be in favour of it in 
order for it to be passed. Resolution 2 will be proposed as a special 
resolution requiring 75% of the votes cast at the General Meeting to be 
in favour of it for it to be passed. 
 
   Shareholders should note that the Resolutions in relation to the 
Warrants to be proposed at the General Meeting are inter-conditional and 
if any one of them is not passed the Warrant Placing will not be 
completed. 
 
   Fratelli Investments Limited, which holds shares representing 
approximately 25.5% of the Existing Ordinary Shares has irrevocably 
undertaken to vote in favour of the Resolutions. 
 
   Greenstone Resources II LP, which holds shares representing 
approximately 25.2% of the Existing Ordinary Shares has irrevocably 
undertaken to vote in favour of the Resolutions. 
 
   Coronavirus (Covid-19) 
 
   The Board continues to closely monitor developments in relation to the 
Covid-19 pandemic and the health and wellbeing of the Company's 
shareholders and employees continue to remain of paramount importance. 
As a result of the UK Government's current guidance on social distancing 
and the prohibition on public gatherings due to the Covid-19 pandemic, 
it is expected that shareholders will not be permitted to attend the 
General Meeting. 
 
   The General Meeting will be convened in accordance with the Company's 
Articles of Association and in line with the UK Government guidance. The 
Company will make arrangements such that the legal requirements to hold 
the General Meeting can be satisfied through the attendance of a minimum 
number of people who are essential for the business of the General 
Meeting, and the format of the General Meeting will be purely 
functional. Having regard to their own safety and that of others, the 
Board respectfully requests that, if these restrictions remain in place 
at the time of the General Meeting (as they are expected to), 
shareholders comply with the UK Government's current guidance and do not 
make plans to attend the General Meeting. 
 
   To ensure the safety of the limited number of people whose attendance at 
the General Meeting is essential, we will not be able to allow any other 
Shareholders to gain access to the General Meeting on the day. If it 
becomes possible to admit Shareholders to the General Meeting, we will 
make an announcement on our website (www.serabigold.com) and via a 
Regulatory Information Service. To ensure that Shareholders' votes are 
counted, the Board strongly encourages all Shareholders to exercise 
their right to vote by appointing the Chairman of the General Meeting as 
their proxy to vote at the General Meeting on their behalf, in 
accordance with their instructions. Shareholders should not appoint any 
person other than the Chairman of the General Meeting to act as their 
proxy, as that person will likely not be granted access to the General 
Meeting on the day and their appointing shareholder's votes will not be 
able to be counted. 
 
   Shareholders are encouraged to submit their proxy forms or voting 
instructions online following the details set out in the Proxy 
Instructions that accompanies this Circular. Alternatively, Shareholders 
can return their proxy forms or voting instructions by post following 
the instructions provided in this Circular. Proxy appointments or voting 
instructions should be received as soon as possible and must be received 
by no later than 10:00 am (London time) on 20 May 2021 in order to be 
valid. 
 
   Despite these necessary changes to the format of the General Meeting, 
the Board wants to ensure that shareholders have an opportunity to 
engage with the Company and the Board. Shareholders are encouraged to 
submit questions in advance of the General Meeting, by emailing 
EGM2021@serabigold.com and including "EGM 2021" in the subject line. We 
will endeavour to answer these questions on the Company's website prior 
to the General Meeting. It is not the intention at this time to arrange 
a formal Q&A webinar to coincide with the General Meeting. 
 
   The health of our shareholders and colleagues remains our priority and 
the steps set out above are necessary to ensure their well-being during 
the Covid-19 pandemic. 
 
   Action to be taken by Shareholders 
 
   A Form of Proxy for use by Shareholders at the General Meeting 
accompanies this document. To be valid, Forms of Proxy must be completed 
and returned so as to be received at either the offices of the Company's 
UK Registrar, Computershare Investor Services Plc, The Pavilions, 
Bridgwater Road, Bristol, BS99 6ZZ or the offices of the Company's 
Canadian Registrar, Computershare Investor Services Inc., 100 University 
Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by not later than 10 a.m. 
(London time) (5 am Eastern time) on 20 May 2021. Alternatively, 
Shareholders can submit their Proxy to Computershare UK through CREST by 
not later than not later than 10 a.m. (London time) on 20 May 2021 in 
accordance with the procedures set out in the Form of Proxy. The Board 
strongly encourages all Shareholders to exercise their right to vote by 
appointing the Chairman of the General Meeting as their proxy to vote at 
the General Meeting on their behalf, in accordance with their 
instructions. Shareholders should not appoint any person other than the 
Chairman of the General Meeting to act as their proxy, as that person 
will likely not be granted access to the General Meeting on the day and 
their appointing Shareholder's votes will not be able to be counted. 
 
   Completion and return of a Form of Proxy will not ordinarily prevent 
Shareholders from attending and voting in person at the General Meeting 
should they so wish. However, as set out above, the General Meeting will 
likely be held as a closed meeting and Shareholders will not be 
permitted to attend due to the Covid-19 restrictions. 
 
   Beneficial Shareholders should note that only registered Shareholders or 
their duly authorised proxy holders are entitled to vote at the General 
Meeting. Each Beneficial Shareholder should ensure that their voting 
instructions are communicated to the appropriate person well in advance 
of the General Meeting. 
 
   Further details of the restrictions and steps to be taken with respect 
to voting are set out in the Notice and Management Information Circular 
contained in this document. 
 
   Recommendation and importance of vote 
 
   Shareholders should be aware that, if the Resolutions are not approved 
at the General Meeting, the net proceeds of the Warrant Placing will not 
be received by the Company. 
 
   The Directors consider that the Resolutions set out in the Notice and 
being put to the General Meeting are in the best interests of the 
Company and its Shareholders and are most likely to promote the success 
of the Company for the benefit of the Shareholders as a whole. 
Accordingly, the Directors unanimously recommend that Shareholders vote 
in favour of the proposed Resolutions as they intend to do in respect of 
their own holdings, where relevant, amounting to an aggregate of 
1,262,345 Ordinary Shares, representing approximately 1.67% of the 
Company's Existing Ordinary Shares. 
 
   Yours faithfully 
 
   (Signed) "Nicolas Bañados" 
 
   Nicolas Bañados 
 
   Non-executive Chairman 
 
   ENDS 
 
 
 
 

(END) Dow Jones Newswires

April 28, 2021 07:30 ET (11:30 GMT)

Serabi Gold (LSE:SRB)
Historical Stock Chart
From Mar 2024 to Apr 2024

Serabi Gold (LSE:SRB)
Historical Stock Chart
From Apr 2023 to Apr 2024