TIDMSRB 
 
 
   For immediate release 
 
   21 May 2020 
 
   Serabi Gold plc 
 
   ("Serabi" or the "Company") 
 
   Notice of Annual General Meeting and proposed Board changes 
 
   The Company announces that its Annual General Meeting will be held on 
Tuesday 16 June 2020, at the offices of Farrer & Co. LLP, 20/23 
Lincoln's Inn Fields London WC2A 3LH England at 2.00 pm (BST). The 
Company has published the formal notice of the meeting (the "Notice") on 
its website which can be accessed using the following link 
https://bit.ly/2y6uTxP.  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 and a copy of the 2019 Annual Report is being posted to all 
shareholders who are required to receive or have formally requested to 
receive these documents. 
 
   Copies of the 2019 Annual Report are available from the Company's 
website at www.serabigold.com. 
 
   The Notice contains a letter from the Chairman of the Company, Mr Mel 
Williams, which is set out below in Appendix 1. 
 
   Changes to the format of the AGM 
 
   At the current time mandatory measures to reduce the transmission of 
COVID-19 remain in place.  These mandatory measures continue to prohibit, 
amongst other things, individuals engaging in non-essential travel and 
public gatherings of people save where the gathering is essential for 
work purposes (the "Stay at Home Measures"). 
 
   Whilst the Company remains legally required to hold its AGM, the Stay at 
Home Measures, if still in place at the time of the Meeting, will 
significantly restrict the Company's ability to follow the normal AGM 
format.  In order to ensure that shareholders can comply with the Stay 
at Home Measures, if these measures are still in place at the time of 
the Meeting, the Board has concluded that shareholders should not plan 
to attend the Meeting in person. 
 
   It is currently intended that the Meeting will be held with only the 
minimum number of shareholders present as 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 will be 
officers or employees of the Group.  The results of the votes on the 
proposed resolutions will be announced in the normal way as soon as 
practicable after the conclusion of the Meeting. 
 
   Having regard to their own safety and that of others, the Board 
respectfully requests that shareholders comply with the Stay at Home 
Measures and do not make plans to attend the Meeting.  To ensure the 
safety of the limited number of people whose attendance at the AGM is 
essential, we will not be able to allow any other shareholders to gain 
access to the Meeting on the day. 
 
   To ensure that shareholders' votes are counted, the Board strongly 
encourages all shareholders to exercise their right to vote by 
appointing the Chairman of the Meeting as their proxy to vote at the 
Meeting on their behalf, in accordance with their instructions. 
Shareholders should not appoint any person other than the Chairman of 
the Meeting to act as their proxy, as that person will not be granted 
access to the Meeting on the day and their appointing shareholder's 
votes will not be able to be counted 
 
   Proposed changes to the Board 
 
   As set out in the Notice, Mr Mel Williams, Chair of the Board, has 
announced his intention to step down from the Board at the AGM.  Mr 
Nicolas Bañados, an existing Non-executive Director, will take over 
the role as Non-executive Chairman. 
 
   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 
 UK Broker 
Ross Allister                  Tel: +44 (0)20 7418 9000 
 
 
   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 2020 
Annual General Meeting and Special Meeting ("AGM") of the Company to be 
held at the offices of Farrer & Co LLP, 66 Lincoln's Inn Fields, London 
WC2A 3LH, England on 16 June 2020 at 2.00pm (London time) (the 
"Meeting").  This document also includes additional information that the 
Company as a "reporting issuer" in Canada is required to make available 
pursuant to the requirements of National Instrument 51-102 -- Continuous 
Disclosure Obligations ("NI 51-102") of the Canadian Securities 
Administrators. 
 
   Changes to the format of our AGM 
 
   The Board continues to closely monitor developments in relation to the 
COVID-19 pandemic and the health and wellbeing of the Company's 
shareholders and employees continue to remain of paramount importance. 
 
   At the time of this Notice being issued mandatory measures to reduce the 
transmission of COVID-19 remain in place.  These mandatory measures 
continue to prohibit, amongst other things, individuals engaging in 
non-essential travel and public gatherings of people save where the 
gathering is essential for work purposes (the "Stay at Home Measures"). 
 
   Whilst the Company remains legally required to hold its AGM, the Stay at 
Home Measures, if still in place at the time of the Meeting, will 
significantly restrict the Company's ability to follow the normal AGM 
format.  In order to ensure that shareholders can comply with the Stay 
at Home Measures, if these measures are still in place at the time of 
the Meeting, the Board has concluded that shareholders should not plan 
to attend the Meeting in person. 
 
   It is currently intended that the Meeting will be held with only the 
minimum number of shareholders present as 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 will be 
officers or employees of the Group.  The results of the votes on the 
proposed resolutions will be announced in the normal way as soon as 
practicable after the conclusion of the Meeting. 
 
   Having regard to their own safety and that of others, the Board 
respectfully requests that shareholders comply with the Stay at Home 
Measures and do not make plans to attend the Meeting.  To ensure the 
safety of the limited number of people whose attendance at the AGM is 
essential, we will not be able to allow any other shareholders to gain 
access to the Meeting on the day. 
 
   To ensure that shareholders' votes are counted, the Board strongly 
encourages all shareholders to exercise their right to vote by 
appointing the Chairman of the Meeting as their proxy to vote at the 
Meeting on their behalf, in accordance with their instructions. 
Shareholders should not appoint any person other than the Chairman of 
the Meeting to act as their proxy, as that person will not be granted 
access to the Meeting on the day and their appointing shareholder's 
votes will not be able to be counted. 
 
   Shareholders are encouraged to submit their proxy forms or voting 
instructions online following the details set out in the Proxy 
Instructions that accompanies this Circular.  Alternatively, 
shareholders can return their proxy forms or voting instructions by post 
following the instructions provided in this Circular.  Proxy 
appointments or voting instructions should be received as soon as 
possible and must be received by no later than 2:00 pm (BST) on 12 June 
2020 in order to be valid. 
 
   Despite these necessary changes to the format of the AGM, the Board 
wants to ensure that shareholders have an opportunity to engage with the 
Company and the Board.  Shareholders are encouraged to submit questions 
in advance of the Meeting, by emailing AGM2020@serabigold.com 
https://www.globenewswire.com/Tracker?data=xkegOgSc1VhRz4hjacLyrBljBTtzL2EV9dnDmo1cBx6Ohuu-JnSsOiFAbgrm2q2o3kqSM0OzxP8d-P9qkTGe_jXOLEHuzeWkfmDCBt3o-vk= 
and including "AGM 2020" in the subject line.  We will endeavour to 
answer these questions through a news release to be issued at the time 
of the AGM.  It is not the intention at this time to arrange a formal 
Q&A webinar to coincide with the AGM but the Board will keep this option 
under review. 
 
   If, before the date of the Meeting, the Stay at Home Measures are lifted 
so as to permit public gatherings, the Board will provide a further 
update to shareholders in respect of the proposed format of the Meeting 
and whether or not shareholders should plan to attend the Meeting in 
person. The Board considers it to be unlikely that the Stay at Home 
Measures will be lifted sufficiently to permit the AGM to be conducted 
in its normal format this year, but is keeping all eventualities under 
review and will communicate any updates to the shareholders before the 
date of the Meeting. 
 
   The Board wishes to thank the shareholders for their patience and 
understanding at this challenging time. We look forward to engaging with 
our shareholders in more positive circumstances in the future, once it 
is safe to do so. 
 
   Background 
 
   The matters being considered at the 2020 Annual General Meeting and 
Special Meeting set out in the Notice are, for the most part, items that 
are routinely considered at such meetings. 
 
   Whilst in 2019, the Company made some significant progress towards its 
ambition of becoming a 100,0000 ounce per year gold producer, the 
uncertainties caused by the recent COVID-19 global pandemic has meant 
that the Board has been required to take decisions to protect the 
business in the short term by temporarily suspending exploration and 
significant capital investment until the outlook becomes a little 
clearer. 
 
   2019 did see record levels of gold production and profitability and with 
the successful commissioning of the ore-sorter in the first two months 
of 2020, the Board was anticipating a further 12 to 13 per cent increase 
in gold production for the year.  The short term need to protect the 
health and welfare of our employees is, however, our priority, and for 
this reason we immediately minimised the movement of personnel and 
contractors into the mine site and accommodation and are operating with 
a slightly smaller than normal contingent of staff at site to improve 
safety and social distancing.  The workforce is showing huge flexibility 
in supporting the business with many workers willing to stay at site and 
abandon normal rotation, thereby reducing risk to themselves and 
families.  With our location and this attitude we are very optimistic we 
can continue with minimal interruption to our business, and ensure that 
we emerge in a relatively strong position once restrictions are lifted 
and resume our development and exploration plans as quickly as possible 
thereafter. 
 
   Notwithstanding the current issues I still have strong hopes for the 
year.  The Company is in a relatively strong position financially, we 
will have settled the loan with Sprott by the end of June and have 
reached a good arrangement which will allow us to settle the final 
payment due for Coringa. 
 
   We continue to enjoy the strong support of our major shareholder groups, 
Fratelli Investment and Greenstone Resources.  The delay with Coringa 
did have a consequence for the Group's financing plans in 2019 and, in 
particular, the settlement of the final US$12 million acquisition 
payment that was owed for the purchase of Coringa.  It made little sense 
to spend significant sums on this project until the final deferred 
consideration was paid in full and we had expected that this final 
settlement payment would form part of the development finance package 
required to build the project.  We are extremely grateful for the 
display of confidence and support of Greenstone Resources in undertaking 
to subscribe for US$12 million of Convertible Loan Notes.  With the 
current world uncertainties, we have agreed with Greenstone to draw this 
funding down in instalments until such time as both parties are 
satisfied that longer term operational plans can be resumed, and the 
transaction, as originally envisaged, completed. 
 
   Once the current crisis abates, the plans and opportunities moving 
forward are very exciting and would see the achievement of further 
record levels of gold production, completion of the necessary permitting 
and licensing of Coringa and hopefully the enhancement of the potential 
for Sao Chico which will provide, I hope, an opportunity for our future 
production growth target of 100,000 ounces per annum.  I am anticipating 
that there will now be some unavoidable delays in reaching these goals, 
but I know that our team will be working hard to achieve them as rapidly 
as is feasible.  I am sure that out of the current difficulties that the 
world is facing, opportunities will present themselves and assuming that 
Serabi emerges in a relatively strong position the Board remains keen to 
look at those opportunities where Serabi's management can add value and 
enhance a project for the benefit of Serabi's shareholders. It is for 
this reason that the Company is requesting Shareholders to authorise the 
Board to issue new shares to allow the Company to pursue and commit to 
these opportunities quickly as and when they arise. 
 
   Recommendation 
 
   The Directors consider that the resolutions set out in the Notice being 
put to the Annual General Meeting and Special Meeting 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 
1,262,345 Ordinary Shares, representing approximately 2.14 per cent of 
the Company's Ordinary Shares in issue as of the date of this Circular. 
 
   After nine years serving as a Director of Serabi and for the last three 
years as Chairman, I have taken the decision to step down from the Board 
at the Annual General Meeting.  The Board has elected Nicolas 
Bañados to take over as Chairman.  In April 2020, Felipe Swett also 
stood down from the board having served for almost six years as a 
Director and Luis Azevedo has been appointed in his place.  I extend my 
thanks to Felipe for all his service and contribution to the Board. 
Luis is a well-known figure in the Brazilian mining industry and an 
individual that has been closely involved with the Company for a number 
of years. His insights and expertise will of great benefit to the 
Company going forward. 
 
   Yours faithfully 
 
   (Signed) "Melvyn Williams" 
 
   Melvyn Williams 
 
   Non-executive Chairman" 
 
   ENDS 
 
   Attachment 
 
 
   -- AGM circular 21 May 2020 (HuginvFINAL) 
      https://ml-eu.globenewswire.com/Resource/Download/0e17b317-2520-4c6b-983c-2150a95d936e 
 
 
 
 
 
 
 

(END) Dow Jones Newswires

May 21, 2020 06:00 ET (10:00 GMT)

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