TIDMSRB
For immediate release
25 November 2021
Serabi Gold plc
("Serabi" or the "Company")
Notice of Extraordinary General Meeting
The Company announces that will hold an Extraordinary General
Meeting ("the Meeting") on Wednesday 22 December 2021, at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL England
at 2.00 pm (BST). The meeting will deal with certain matters that
would normally have been considered at the Annual General Meeting
held on 25 June 2021, however with the delay in the completion of
the audit of the 2020 Financial Statements and Annual Report (the
"2020 Accounts") it was not possible for these matters to be
considered at that meeting 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=12A2Uc8udukHg3C_JZh4cbtUJUoXB6XubQLDdw3uZbJVkYE9za3vhjV-9fDzpJxJz2JTVbzfJfoNuDop4hBCE5Jn0OPa3WsbSZRXsu1vJSQ=
https://bit.ly/3DegkVg. 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 Appendix 1.
Coronavirus (Covid-19)
The Board continues to closely monitor developments in relation
to the Covid-19 pandemic and the health and wellbeing of the
Shareholders and the Company's employees continue to remain of
paramount importance. At the date of this Notice, there are limited
restrictions in England on public gatherings of the nature
envisaged for the Meeting, but this situation may have changed at
the date of the Meeting. All Shareholders are encouraged to
exercise their right to vote by appointing the Chairman of the
Meeting as their proxy. If a Shareholder appoints any person other
than the Chairman of the Meeting to act as their proxy, that person
(for their own safety, and for the safety of others) may not be
granted access to the Meeting and in such circumstances their
appointing Shareholder's votes would not be counted. If law and/or
guidance requires us to restrict entry to the Meeting, it is
intended that it would be convened in accordance with the Company's
Articles of Association and in line with the UK Government
guidance. In such circumstances, the Company would make
arrangements such that the legal requirements to hold the Meeting
can be satisfied through the physical attendance of a minimum
number of people required to form a quorum under the Company's
Articles of Association and who are essential for the business of
the Meeting to be conducted. These attendees would be officers or
employees of the Company.
In view of the continuing risk posed by Covid-19, we reserve the
right to put in place arrangements to protect attendees from any
risk to their health and may refuse entry to persons who do not
comply with such arrangements. In particular, Shareholders are
reminded that they should not attend the Meeting in person if they
or someone living in the same household feels unwell or has been in
contact with anyone who has, or may have, Covid-19.
The Board wants to ensure that Shareholders have an opportunity
to engage with the Company and the Board. Accordingly, Shareholders
are encouraged to submit questions in advance of the Meeting by
emailing EGM2021@serabigold.com and including "EGM 2021" in the
subject line. We request that such questions are submitted by 6.00
p.m. (London time) on 17 December 2021 and we will endeavour to
answer these questions, where appropriate, either at the Meeting or
on 22 December 2021 by way of a regulatory news release issued
prior to the start of the Meeting, and on the Company's
website.
.
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
Joint UK Broker
Ross Allister Tel: +44 (0)20 7418 9000
Tamesis Partners LLP
Joint UK Broker
Charlie Bendon Tel: +44 (0)20 3882 2868
Richard Greenfield Tel: +44 (0)20 3882 2868
Camarco
Financial PR Tel: +44(0) 20 3757 4980
Gordon Poole / Nick Hennis
Copies of this announcement are available from the Company's
website at 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 or
amendment):
"Dear Shareholder
This document provides the formal notice (the "Notice") of the
2021 Extraordinary General Meeting of the Company to be held at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL England
on 22 December 2021 at 2.00 p.m. (London time) (the "EGM"). The
purpose of the EGM is to seek Shareholders' approval of the
resolutions.
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.
Coronavirus (Covid-19)
The Board continues to closely monitor developments in relation
to the Covid-19 pandemic and the health and wellbeing of the
Shareholders and the Company's employees continue to remain of
paramount importance. At the date of this Notice, the UK
Government's regulations are such that we expect physical
attendance will continue to be permitted by law and UK Government
guidance. If such law and guidance is amended and requires us to
restrict entry to the EGM, it is intended that the EGM would be
convened in accordance with the Company's Articles of Association
and in line with the UK Government guidance. In such circumstances,
the Company would make arrangements such that the legal
requirements to hold the Meeting can be satisfied through the
physical attendance of a minimum number of people required to form
a quorum under the Company's Articles of Association and who are
essential for the business of the EGM to be conducted. These
attendees would be officers or employees of the Company.
Notwithstanding prevailing law and guidance, we reserve the
right to put in place arrangements to protect attendees from any
risk to their health and may refuse entry to persons who do not
comply with such arrangements. In particular, Shareholders are
reminded that they should not attend the EGM in person if they or
someone living in the same household feels unwell or has been in
contact with anyone who has, or may have, Covid-19.
As with recent previous meetings of Shareholders, the Board
wants to ensure that Shareholders have an opportunity to engage
with the Company and the Board. Accordingly, Shareholders are
encouraged to submit questions in advance of the EGM by emailing
EGM2021@serabigold.com and including "EGM 2021" in the subject
line. We request that such questions are submitted by 6.00 p.m.
(London time) on 17 December 2021, and we will endeavour to answer
these questions where appropriate either at the EGM or on 22
December 2021 by way of a regulatory news release issued prior to
the start of the EGM, and on the Company's website.
As there remains a degree of uncertainty around the ability of
Shareholders to attend the EGM, the Board strongly encourages all
Shareholders to appoint the Chairman of the EGM as their proxy to
vote at the EGM on their behalf, in accordance with their
instructions. This will ensure that Shareholders' votes will be
counted if, ultimately, Shareholders (or any other person they
might otherwise appoint as proxy) are not permitted to attend the
EGM in person. Shareholders are strongly encouraged not to appoint
any person other than the Chairman of the EGM to act as their
proxy, as that person may not be granted access to the EGM on the
day and so their appointing Shareholder's votes would not be
counted.
Action to be taken by Shareholders
A Form of Proxy for use by Shareholders 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, 8(th) Floor, Toronto, Ontario M5J 2Y1 by not
later than 2.00 p.m. (London time) (9.00 a.m. Eastern time) on 20
December 2021. Alternatively, Shareholders can appoint a proxy
electronically by going to either www.investorcentre.co.uk/eproxy
(for UK appointments) or www.investorvote.com (for Canadian
appointments) or, if they hold their shares in CREST, Shareholders
can appoint a proxy using the CREST electronic proxy appointment
service, in each case by not later than not later than 2.00 p.m.
(London time) (9.00 a.m. Eastern time) on 20 December 2021 in
accordance with the instructions set out in the "Proxy
Instructions" section below
and the Form of Proxy.
Completion and return of a Form of Proxy will not prevent
Shareholders from attending and voting in person at the EGM should
they so wish and provided that the UK Government restrictions at
the time of the EGM allow them to do so.
Beneficial Shareholders (as defined in the "Voting by Beneficial
Shareholders" section below on page 11) should note that only
registered Shareholders or their duly authorised proxy holders are
entitled to vote at the EGM. Each Beneficial Shareholder should
ensure that their voting instructions are communicated to the
appropriate person well in advance of the EGM.
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.
The Company will continue to monitor the impact of Covid-19 and
reserves the ability to revise arrangements in relation to the EGM
should circumstances change. Any relevant updates regarding the EGM
will be available on the Company's website.
Background
The matters being considered at the Extraordinary General
Meeting set out in the Notice are specific matters that would have
been considered at the Annual General Meeting held on 25 June 2021,
but with the delay in the completion of the audit of the 2020
Financial Statements and Annual Report (the "2020 Accounts") it was
not possible for these matters to be considered at that meeting.
With the 2020 Accounts now having been published and posted to
those Shareholders that have requested printed copies, this meeting
is being convened to receive and adopt the 2020 Accounts together
with the appropriate resolution for the appointment of the auditors
and the authority for the Board to set their remuneration.
Recommendation and importance of vote
The Directors consider that the resolutions set out in the
Notice being put to the EGM 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 1,345,345 Ordinary Shares,
representing approximately 1.78% of the Company's Ordinary Shares
in issue at the date of this document.
Yours faithfully
(Signed) "Nicolas Bañados"
Nicolas Bañados
Non-executive Chairman
ENDS
Attachment
-- EGM Notice Dec 2021 HUGINvFinal - pdf
https://ml-eu.globenewswire.com/Resource/Download/03ace165-0e98-4dad-a684-134499c27aa1
(END) Dow Jones Newswires
November 25, 2021 02:00 ET (07:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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