January 24, 2013 - Fratelli Investments Limited (the "Offeror") acquired an aggregate of 152,500,000 ordinary shares (the "Shares") of Serabi Gold plc (the "Corporation") and 76,250,000 warrants. The Shares and warrants were acquired through the subscription by the Offeror for units at a price of 5 pence per unit for aggregate consideration of UK£7,625,000 in connection with a private placement offering of units by the Corporation (the "Offering"). Each unit comprised one ordinary share and one half of a share purchase warrant whereby each whole warrant entitles the holder to subscribe for one further ordinary share at a price of 6 pence per share for a period of 2 years from the closing date of the subscription. As of the date hereof, after giving effect to the Offering, the Offeror owns, or exercises control or direction over, 337,195,647 Shares, representing approximately 51.4% of the issued and outstanding Shares on a non-diluted basis. The Offeror, either alone or together with any joint actors, owns or controls an aggregate of 421,580,682 Shares, representing approximately 56.91% of the increased issued and outstanding Shares assuming that the Offeror exercises all warrants and options held by the Offeror.
The Shares were acquired for investment purposes. The Offeror has a long-term view of the investment and does not intend at this time to acquire additional Shares, but may increase its shareholdings of the Corporation in the future depending on market conditions, reformulation of plans and/or other relevant factors.
In this press release, for the purpose of calculating the percentage of Shares owned, the Offeror has assumed that there are 656,389,204 Shares issued and outstanding as of the date hereof, as reported by the Corporation on its website as at March 7, 2014 after giving effect to the Offering.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Corporation is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report").
A copy of the Early Warning Report will appear with the Corporation's documents on the System for Electronic Document Analysis and Retrieval and may also be obtained by contacting Nicolas Banados, the MD Private Equity of the Offeror at +56 2577 3600.