Filing of Final Prospectus, C$4.95 million financing and Board Changes

SERABI MINING plc

("Serabi" or "the Company")

 

FILING OF FINAL PROSPECTUS

 PROPOSED C$4.95 MILLION FINANCING AND CHANGES TO THE BOARD

 

 

A copy of the Prospectus has been posted on SEDAR at www.sedar.com and is also available to be viewed on the Companys website at www.serabimining.com.

 

Concurrent with the proposed listing of its ordinary shares (the "Shares") on the Toronto Stock Exchange (the "TSX"), the Company is also planning to issue up to 9 million units to raise gross proceeds of up to C$4.95 million (equivalent to approximately £3.10 million).

 

The Company has engaged Fraser Mackenzie Limited as its broker in Canada, who, on a reasonable best efforts basis, will be offering the units (the "Offering").  Each unit (a "Unit") will be comprised of one new Share and one half of a share purchase warrant entitling the holder of each whole share purchase warrant (an "Offering Warrant") to subscribe for one new Share at a price of $0.75 at any time from the closing date of the Offering until 2 December 2010 .  Each Unit has been priced at 55 cents (equivalent as of 23 March 2011 to 34.40 pence).

The TSX has given conditional approval for the Shares to be admitted to trading on the TSX, subject to completion of the Offering and it is currently anticipated that the Offering will close on or about 30 March 2011 (the "Closing").

It is intended that the proceeds of the Offering will be used to further the Companys current exploration programmes and for general working capital purposes. 

 

Eldorado Gold Corporation ("Eldorado") and Greenwood Investments Limited ("Greenwood"), who respectively are interested in 26.7% and 20.0% of the issued Shares of the Company, have both indicated that they will be participating in the Offering.

As both Eldorado and Greenwood are each interested in more than 10 per cent of the Companys issued share capital, and as the Offering is not being made on a pre-emptive basis, any participation by Eldorado or Greenwood would be a related party transaction for the purposes of the AIM Rules.

A further announcement will be made in due course in accordance with the AIM Rules should Eldorado or Greenwood participate as indicated in the Offering.

 

The Prospectus will also qualify (for the purposes of Canadian regulations) the distribution of 10,070,000 units ("SW Units") of the Company, each SW Unit being comprised of one Share and one-half of one share purchase warrant (each whole share purchase warrant a "SW Warrant"), issuable for no additional consideration on the exercise or deemed exercise of 10,070,000 special warrants that were issued by the Company on 2 December 2010 ("Special Warrants").  The Shares that will be issued on exercise will therefore be freely tradeable.

Upon Closing, these special warrants will be automatically exercised on behalf of the holders into 10,070,000 new Shares and 5,035,000 share purchase warrants entitling the holder of each whole share purchase warrant to subscribe for one new Share at a price of 75 cents at any time from the closing date of the Offering until 2 December 2012 (the "SW Warrants").

 

The new Shares to be issued pursuant to the Offering and the new Shares to be issued pursuant to the exercise of the Special Warrants will rank pari passu in all respects with the existing Shares including the right to receive all dividends and other distributions declared, made or paid after the date of their issue and application will be made for the new Ordinary Shares to be admitted to trading on AIM.  Assuming that the Offering is fully subscribed and following the exercise of the Special Warrants, there will be 63,968,529 Shares in issue.

 

The Company will also be applying to list all of the 4,500,000 Offering Warrants and the 5,035,000 SW Warrants on the TSX.

 

The Company is also proposing that immediately following the Closing that three new non-executive Directors will be appointed to its board of directors (the "Board"), being Mr.

T.

Sean Harvey, Mr.

Melvyn Williams and Dr.

Doug Jones.  The Company also announces that Mr.

William Clough, the founder of the Company has stepped down from the Board with immediate effect.  The Board expresses its gratitude to Mr.

Clough who was Chief Executive of the Company since its formation until September 2007, for his dedicated service to Serabi.  Mr Clough will continue to make himself available to the Company and provide assistance in a technical and business development capacity.

 

Terence Sean Harvey, 51, has over 20 years experience in the mining sector and has held senior executive and board positions with various mining companies.

Mr.

Harvey was President and CEO of Orvana Minerals Corp.

from 2005 to 2006.

Previously, he was President and CEO of TVX Gold at the time of its sale to Kinross Gold in 2003 and, subsequent to that, was President and CEO of Atlantico Gold, a private company involved in the development of the Amapari Project in Brazil that was sold to Wheaton River Minerals Ltd.

(presently Goldcorp Ltd).

Mr.

Harvey also currently sits on several other mining company boards, including Allied Gold Limited, an ASX, TSX and AIM listed gold exploration and production company.

 

Douglas (Doug) Alan Jones, 56, is a geologist with 34 years of international exploration, exploration management and consulting experience in the mining industry.

Between 2003 and 2007 Dr.

Jones served as Vice President Exploration (non-board) for Golden Star Resources, responsible for world wide exploration.

Before that he was Chief Geologist, New Business South America at Delta Gold Limited.

Dr Jones is currently the Managing Director of ASX and TSX listed Chalice Gold Mines Limited and a non-executive director of ASX listed Liontown Resources Limited.  He is also a non-executive director of TSX and AIM listed Minera IRL Limited, a Latin American precious metals mining, development and exploration company and a former director of TSX, AIM and ASX listed company Moto Goldmines Limited.

 

Melvyn (Mel) Williams, 62, is the Chief Financial Officer (non-board) and Senior Vice President of Finance and Corporate Development of Brigus Gold, a TSX listed mid-tier gold producer with projects in Ontario, Saskatchewan, Mexico and the Dominican Republic.

From 2000 to 2003, Mr Williams served as Chief Financial Officer of TVX Gold, which merged with Kinross Gold in 2003.

Mr.

Williams has over 30 years of financial experience and currently serves as an independent director of Andina Minerals, a TSX listed Chilean gold exploration company.

       

 

The directorships held by Mr Harvey, Dr Jones and Mr Williams in the previous five years are as follows:

 

Proposed Director:	Current:	Former:
Terence Sean Harvey	Allied Gold Limited	Australian Solomons Gold
	Andina Holdings Inc	Manicouagan Minerals Inc.
	Andina Minerals Inc	Moto Goldmines Ltd
	Perseus Mining Limited	Nord Resources Corporation
	Sarama Resources	Orvana Minerals Corp.
	Victoria Gold Corp.	Polaris Geothermal Inc.
Douglas (Doug) Alan Jones	Minera IRL Limited	Bogoso Holdings
	Chalice Gold Mines Limited	Caystar Holdings
	Chalice Gold Mines (Eritrea) Pty Ltd	Caystar Management Holdings
	Chalice Operations Pty Ltd	Golden Star Exploration Holdings
	Keren Mining Pty Ltd	Golden Star Resources (Ghana) Limited
	Sub Sahara Resources (Eritrea) Pty Ltd	Moto Goldmines Limited
	Universal Gold Pty Ltd	Moto Goldmines Australia PTY Ltd
	Western Rift Pty Ltd	Wasford Holdings
	Liontown Resources Limited
Melvyn (Mel) Williams	Andina Minerals Inc.	-
	Nickel Mountain Resources AB

 

 

Mr Harvey currently holds 100,000 special warrants of Serabi.  Neither, Dr.

Jones or Mr.

Williams has any interests in the share capital of Serabi.

There is no further information on Mr.

Harvey, Dr.

Jones or Mr.

Williams required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.

 

 

 

Enquiries:

 

Serabi Mining plc
Michael Hodgson	Tel: 020 7246 6830
Chief Executive	Mobile: 07799 473621
Clive Line	Tel: 020 7246 6830
Finance Director	Mobile: 07710 151692
Email:
Website:  www.serabimining.com
Beaumont Cornish Limited Nominated Adviser
Roland Cornish	Tel: 020 7628 3396
Michael Cornish	Tel: 020 7628 3396
Fraser Mackenzie Limited Canadian Broker
JC St-Amour	Tel: +1 416 955 4777
Hybridan LLP UK Broker
Claire Noyce	Tel: 020 7947 4350
Farm Street Communications Public Relations
Simon Robinson	Tel: 07593 340107
Fighouse Communications Investor Relations
Rebecca Greco	Tel: + 1 416 822 6483

Copies of this release are available from the Companys website at www.serabimining.com.

 

 

Forward-looking statements

This press release includes certain forward-looking statements.

All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the future plans and objectives of Serabi, are forward-looking statements that involve various known and unknown risks and uncertainties as well as other factors.

Such forward-looking statements are subject to a number of risks and uncertainties that may cause actual r