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Serabi Gold plc ("Serabi" or the "Company") Issue of 270,000,000 Ordinary Shares at 6 Pence per Share Dealings by the Directors

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© Marketwire 2013
2013-01-17 08:03:11 -

LONDON -- (Marketwire) -- 01/17/13 -- Serabi (AIM: SRB) (TSX: SBI), the Brazilian focused gold exploration and development company, announces that the conditional subscription by Fratelli Investments Limited and parties acting in concert with it (the "Concert Party") has been completed, conditional upon admission of the new Ordinary Shares to AIM and the TSX.

On 1 October 2012, the Company entered into a conditional subscription agreement with Fratelli Investments to subscribe for and underwrite a placement of new Ordinary Shares to raise £ 16.2 million to finance the development and start-up of underground mining operations at its Palito gold mine. The investment by Fratelli Investments took the form of:

(a) A subscription for 90,403,000 new Ordinary Shares at the Subscription Price of 6 pence per new Ordinary Share; and
(b) A conditional subscription for up to a further 179,597,000 new Ordinary Shares at a subscription price of 6 pence per new Ordinary Share, such number to be reduced by any subscriptions for new Ordinary Shares from third party investors.

Of the 270,000,000 shares that have been issued pursuant to the subscription arrangements raising gross proceeds of UK£ 16.2 million, the Company has procured third party subscribers for 81,350,353 new Ordinary Shares and accordingly, the total subscription by the Concert Party amounted to 188,649,647 new Ordinary Shares, as detailed below in this announcement.

Mr. Michael Hodgson commenting on the announcement of the completion of the Subscription said:

"I would like to record the thanks of myself and the rest of the Board to Fratelli Investments. Their support will allow the management of the Company to continue the development of the Palito Gold Mine and ensures an exciting future for the Company. Their willingness to underwrite the share placement is, I believe, a demonstration of their belief in the Palito project and the opportunity that we have to develop a robust and bigger gold company around this."

Following completion of the issue of 270,000,000 Ordinary Shares the Company is aware of the following notifiable interests in the Enlarged Ordinary Share Capital:

                                                         Percentage interest
                                                             in the Enlarged
Shareholder                              Shares held in       Ordinary Share
                                            the Company              Capital
Fratelli Investments Limited                184,695,647                51.1%
The Concert Party                           207,906,964                57.5%
Anker Holding AG                             40,000,000                11.1%
Drake PIPE Fund                              31,119,686                 8.6%
Fondo de Inversion Privado Santa Monica      22,443,947                 6.2%
Eldorado Gold Corporation                    21,340,000                 5.9%

Mr. TS Harvey, Mr. CM Line and Mr. M Williams, directors of the Company, all subscribed for Subscription Shares. In addition, Anker Holding AG, a company beneficially owned by the spouse of Mr. C Kingsman, who is a director of the Company, also subscribed for Subscription Shares. The subscriptions by the Directors and parties related to the Directors and their interest in the Ordinary Shares of the Company following completion of the Subscription are as follows:

                                                     Shares held  Percentage
                                                          in the interest in
                           Shares held                   Company         the
Director and/or related         in the                 following    Enlarged
 party                         Company Subscription   completion    Ordinary
                          prior to the       Shares       of the       Share
                          Subscription   subscribed Subscription     Capital
Anker Holding AG (Note 1)   18,851,000   21,149,000   40,000,000       11.1%
Mr. TS Harvey                  200,000    1,000,000    1,200,000        0.3%
Mr. CM Line                    417,653      300,000      717,653        0.2%
Mr. M Williams                  45,000      250,000      295,000        0.1%

Note 1 Anker Holding AG is beneficially owned by the spouse of Mr. C
       Kingsman who is a director of the Company

As Anker Holding AG is interested in more than 10 per cent. of the Existing Ordinary Share Capital and Mr. TS Harvey, Mr. CM Line, Mr. M Williams and Mr. C Kingsman are all directors of the Company (the "Subscribing Directors"), the subscription by Anker and the Subscribing Directors is a related party transaction for the purposes of Rule 13 of the AIM Rules. For the purposes of the AIM Rules, the independent Directors of Serabi, (being Mr. M Hodgson, Mr. D Jones and Mr. E Rosselot), having consulted with the Company's nominated adviser, consider that the subscription by Anker and the Subscribing Directors pursuant to the Subscription is fair and reasonable insofar as the Shareholders are concerned. The independent Directors have taken into account in particular that Anker and the Subscribing Directors are each subscribing on the same terms and conditions as the Concert Party and the other subscribers for new Ordinary Shares procured by the Company from unconnected third parties, and which has been approved by Independent Shareholders on a poll.

The Subscriptions of the Concert Party are as follows:


Immediately following completion of the Subscription, the Concert Party's interest in the Company (and assuming full conversion of all warrants held at completion by the Concert Party), will therefore be as follows:


On Completion of the Subscription Fratelli Investments Limited and the Concert Party will hold more than 50 per cent. of the Company's voting share capital, and accordingly, Fratelli Investments Limited and the Concert Party may be able to increase its aggregate shareholding in the Company without incurring any obligation under Rule 9 to make a general offer to the Company's other Shareholders. Under the Takeover Code, whilst each member of the Concert Party continues to be treated as acting in concert, each member will be able to increase further his respective percentage shareholding in the voting rights of the Company without incurring an obligation under Rule 9 to make a general offer to Shareholders to acquire the entire issued share capital of the Company. However, individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold, without the consent of the Panel.

Application will be made for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Subscription Shares will commence on 23 January 2013. The new Ordinary Shares will when issued and fully paid, rank in all other respects pari passu with the Existing Ordinary Shares in issue including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Fratelli Investments also provided on 1 October 2012 an interim secured short term loan facility of US$6 million (equivalent to approximately £ 3.8 million at the exchange rate of £ 1:US$1.59 as at 2 October 2012) to the Company to provide additional working capital to the Company and to enable the Company to commence the necessary mine development and plant refurbishment works immediately. As at 16 January 2013, the last practicable date prior to the publication of this announcement, US$4.5 million had been drawn down under the short term loan facility. The Company will repay the Loan Agreement from the proceeds of the Subscription. Interest charges that will have accrued under the Loan Agreement, assuming that the loan facility is re-paid on 18 January 2013 from the proceeds of the Subscription, have been calculated as US$107,375. Fratelli have confirmed to the Company that they will not seek penalty interest charges in the early repayment of the loan that could have applied under the original terms of the Loan Agreement.

Copies of this release are available from the Company's website at : .. .

Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release.


Serabi Gold plc
Michael Hodgson
Chief Executive
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7799 473621

Clive Line
Finance Director
Tel: +44 (0)20 7246 6830
Mobile: +44 (0)7710 151692

Email: :
Website: :

Beaumont Cornish Limited
Nominated Adviser
Roland Cornish
Tel: +44 (0)20 7628 3396
Michael Cornish
Tel: +44 (0)20 7628 3396

Fox Davies Capital Ltd
UK Broker
Simon Leathers
Tel: +44 (0)20 3463 5010
Jonathan Evans
Tel: +44 (0)20 3463 5010

Blythe Weigh Communications Ltd
Public Relations
Tim Blythe
Tel: +44 (0)20 7138 3204
Rob Kellner
Tel: +44 (0)20 7138 3204

Press Information:

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