Subjects: MISCELLANEOUS, MISCELLANEOUS
Result of General Meeting
For immediate release
26 February 2020
Serabi Gold Plc
("Serabi" or the "Company")
Results of General Meeting
Serabi Gold plc (AIM:SRB, TSX:SBI), the Brazilian-focused gold mining and development company, announces that at the General Meeting of the Company held at 2:00 pm on 26 February 2020 (the "General Meeting"), Shareholders approved all the ordinary and special resolutions (the "Resolutions") proposed in the notice of meeting dated 22 January 2020.
The voting was determined by a poll and the results in respect of each resolution were as follows:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC* VOTED | VOTES WITHHELD |
| 1. That the waiver granted by the Panel on Takeovers and Mergers is approved. | 26,625,662 | 99.4% | 173,333 | 0.6% | 26,798,995 | 45.5% | Nil |
| 2. That the Directors are authorised to allot shares, grant rights or convert any security up to a nominal value of £2,884,908. | 41,512,781 | 99.6% | 173,347 | 0.4% | 41,686,128 | 70.8% | 837 |
| 3. That the proposed Subscription Deed between Greenstone and the Company be approved | 26,625,662 | 99.4% | 173,333 | 0.6% | 26,798,995 | 45.5% | Nil |
| 4. That the Directors are empowered to allot equity securities for cash up to a nominal value of £2,884,908 | 41,513,618 | 99.6% | 173,347 | 0.4% | 41,686,965 | 70.8% | NIl |
* ISC ? Issued Share Capital
Resolution 1 was taken in accordance with the City Code on a poll of Independent Shareholders present and by proxy voting at the Meeting. Members of the Concert Party were not permitted to vote on Resolution 1 or Resolution 3.
Following the approval by Shareholders of the Resolutions, the Company intends to make a drawdown request to Greenstone for the full US$12 million under the Subscription Deed, following which, Greenstone shall have up to 13 business days in which to pay the funds due under the subscription request, upon receipt of which, the Convertible Loan Notes will be issued.
A further announcement will be in due course.
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: [email protected] | |
| 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 |
Copies of this release 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 news release.
APPENDIX 1
DEFINITIONS
The following words and expressions shall have the following meanings in this Announcement unless the context otherwise requires:
| Circular | the document setting out details of the Proposals and Notice of the General Meeting dated 22 January 2020 ; |
| City Code | the UK City Code on Takeovers and Mergers; |
| Concert Party | Greenstone, its Connected Persons and other persons acting in concert with it, as described in Part III of the Circular; |
| Connected Persons | has the meaning set out in section 252 and section 254 of the Act and includes a spouse, children under 18 and any company in which the relevant person is interested in shares comprising at least one-fifth of the share capital of that company; |
| Convertible Loan Notes | the convertible loan notes that may be issued to Greenstone pursuant to the Subscription Deed and the Convertible Loan Notes Instrument as described further in Part I of the Circular; |
| Greenstone | Greenstone Resources II LP; |
| Independent Shareholders | all Shareholders other than members of the Concert Party; |
| Proposals | the Waiver and the entrance into the Subscription Deed and performance of the Convertible Loan Notes Instrument by the Company (including any drawdown and/or conversion of any Convertible Loan Notes); |
| Rule 9 | Rule 9 of the Takeover Code; |
| Shareholder | a holder of Ordinary Shares; |
| Subscription Deed | the subscription agreement entered into by the Company and Greenstone in relation to the subscription for the Convertible Loan Notes, as described further in Part I of the Circular; |
| Takeover Panel | Panel on Takeover and Mergers; |
| Waiver | the waiver granted by the Takeover Panel (subject to the passing of the Whitewash Resolution) in respect of the obligation of the Concert Party to make a mandatory offer for the entire issued share capital of the Company not already held by the Concert Party which might otherwise be imposed on the Concert Party under Rule 9 of the Takeover Code as a result of the issue of Ordinary Shares under the terms of the Convertible Loan, as more particularly described in Part 1 of the Circular; |
ENDS
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