Notice of Annual General Meeting
The Company announces that its Annual General Meeting will be held on Tuesday 27 June 2023, at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, 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/45BcdkI. 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 is being posted to all shareholders who are required to receive or have formally requested to receive these documents.
The Notice contains a letter from the Chairman of the Company, Mr Michael Lynch-Bell, which is set out below in Appendix 1.
The person who arranged for the release of this announcement on behalf of the Company was Clive Line, Director.
Enquiries
SERABI GOLD plc
Michael Hodgson t +44 (0)20 7246 6830
Chief Executive m +44 (0)7799 473621
Clive Line t +44 (0)20 7246 6830
Finance Director m +44 (0)7710 151692
e contact@serabigold.com
BEAUMONT CORNISH Limited
Nominated Adviser & Financial Adviser
Roland Cornish / Michael Cornish t +44 (0)20 7628 3396
PEEL HUNT LLP
Joint UK Broker
Ross Allister t +44 (0)20 7418 9000
TAMESIS PARTNERS LLP
Joint UK Broker
Charlie Bendon/ Richard Greenfield t +44 (0)20 3882 2868
CAMARCO
Financial PR
Gordon Poole / Emily Hall t +44 (0)20 3757 4980
Copies of this announcement are available from the Company's website at www.serabigold.com.
See www.serabigold.com for more information and follow us on twitter @Serabi_Gold
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 2023 Annual General Meeting of the Company to be held at Travers Smith LLP, 10 Snow Hill, London EC1A 2AL England on 27 June 2023 at 2.00 p.m. (London time) (the "AGM"). The purpose of the AGM is to seek Shareholders' approval of the resolutions.
Action to be taken by Shareholders
A Form of Proxy for use by Shareholders accompanies this document. To be valid, Forms of Proxy must be completed and returned so as to be received at either the offices of the Company's UK Registrar, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or the offices of the Company's Canadian Registrar, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by not later than 2.00 p.m. (London time) (9.00 a.m. Eastern time) on 25 June 2023. Alternatively, Shareholders can appoint a proxy electronically by going to either www.investorcentre.co.uk/eproxy (for UK appointments) or www.investorvote.com (for Canadian appointments) or, if they hold their shares in CREST, Shareholders can appoint a proxy using the CREST electronic proxy appointment service, in each case by not later than not later than 2.00 p.m. (London time) (9.00 a.m. Eastern time) on 25 June 2023 in accordance with the instructions set out in the "Proxy Instructions" section below and the Form of Proxy.
Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person at the AGM should they so wish.
Beneficial Shareholders (as defined in the "Voting by Beneficial Shareholders" section below on page 14) should note that only registered Shareholders or their duly authorised proxy holders are entitled to vote at the AGM. Each Beneficial Shareholder should ensure that their voting instructions are communicated to the appropriate person well in advance of the AGM.
Electronic Communications
The Company actively encourages all shareholders to register for the electronic communications service. UK Shareholders can elect for electronic communications and manage their shareholdings online at www.investorcentre.co.uk.. Canadian shareholders can enrol to receive future securityholder communications electronically by visiting www.investorcentre.com.
Background
This will be the first Annual General Meeting of the Company since I took on the role of Chair of Serabi in August 2022. This first year has been extremely rewarding and confirmed my original belief, when I was initially approached to take on the position of Chair, of Serabi’s potential to deliver strong growth for its shareholders. Coringa whilst still in development is currently exceeding our expectations and it has been extremely exciting to have joined forces with Vale SA, the major Brazilian mining group, in a copper exploration alliance over the tenements around the Palito and Sao Chico mines. I consider that this is a significant endorsement of the exploration potential of the Tapajos region. With Vale being willing for Serabi to retain 100% of any gold exploration successes that arises from the work that will be financed by them, it provides Serabi shareholders with significant upside potential without any financial commitment.
The exploration programme covered by this alliance started at the beginning of April and this arrangement with Vale brings with it up to US$5 million of exploration funding over the next nine months. Should Vale opt to move to the next stage they would commit to solely fund all the expenditure for any copper related project up to a pre-feasibility stage, which could be over several years. If that study was favourable, it is intended that a formal joint venture entity would be established in which Serabi would hold 25% but Vale would nonetheless continue to solely fund all further expenditures required for the production of a definitive feasibility study. This is an excellent opportunity for Serabi and its shareholders to have a risk-free exposure to one or more potentially significant copper discoveries in the region. The costs of copper exploration, and in particular the evaluation of copper porphyry style mineralisation, would otherwise be outside of the budget capabilities of your company and at the same time it allows management to focus on the core activities of growing the Group’s gold production and identifying new gold development opportunities.
We have previously informed shareholders that the next stage of licencing for Coringa was contingent upon the preparation of an indigenous impact report (“ECI”) which the authorities first requested in late 2021 despite these same agencies having previously advised that an ECI was not required. The ECI was finalised at the end of April 2023, and is now being reviewed by the indigenous communities and will then be passed to FUNAI, the government agency responsible for the Brazilian indigenous people, for their final approval. We expect that the final approval of the study and its positive conclusions will unlock the delay in the award of the Installation Licence by SEMAS, the state environmental authority. In the meantime, we are separately progressing the renewal of the existing trial mining licence (“GUIA”) under which the current mining activities are authorised which will ensure that mine development and ore production can continue. With the ECI completed and approved by all necessary parties, the requirement of the Brazilian court order of August 2022 will be satisfied. At this current time, we therefore believe the legal departments of SEMAS and the ANM will no longer be restricted in their ability to issue new licences for the project.
I take this opportunity to reaffirm that in respect of Coringa, Serabi has at all times complied promptly with the licencing demands made of it by the relevant authorities. Since acquiring the project at the end of 2017, we have been engaged with the local community of the PDS Terra Nossa as well as the indigenous tribes. Some recent press stories have emerged, questioning the Company’s activities at Coringa. Since these stories appeared we have received letters of support for the ongoing development of the project from representatives of both of these groups. In 2019 we amended the development plan for Coringa to install a dry tailings solution for the project in recognition of environmental concerns of using wet tailings facilities. With the current plan to use the Palito processing plant, and only have a crusher and ore sorter at Coringa, this further reduces the impact on the local communities.
The matters being considered at the 2023 Annual General Meeting, as set out in the Notice are, for the most part, items that are routinely considered at such meetings.
I am very much looking forward to meeting with shareholders at the AGM and having the opportunity to discuss with them my hopes and expectations for Serabi for the coming years.
Canadian Designated Foreign Issuer Status
The Company is a "designated foreign issuer" for the purposes of Canadian Securities Administrators’ National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuer ("NI 71-102") and, as such, the Company is not subject to the same ongoing reporting requirements as most other reporting issuers in Canada. Generally, the Company complies with Canadian ongoing reporting requirements by complying with the regulatory requirements of AIM, which is a "foreign regulatory authority" (as defined in NI 71-102), and filing any documents required to be filed with or furnished to AIM with the securities regulatory authorities in Canada.
Recommendation and importance of vote
The Directors consider that the resolutions set out in the Notice being put to the AGM 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 143,398 Ordinary Shares, representing approximately 0.2% of the Company's Ordinary Shares in issue at the date of this document.
Yours faithfully
(Signed) "Michael D Lynch-Bell"
Michael D Lynch-Bell
Non-executive Chairman”
Assay Results
Assay results reported within this release are those provided by the Company's own on-site laboratory facilities at Palito and have not yet been independently verified. Serabi closely monitors the performance of its own facility against results from independent laboratory analysis for quality control purpose. As a matter of normal practice, the Company sends duplicate samples derived from a variety of the Company's activities to accredited laboratory facilities for independent verification. Since mid-2019, over 10,000 exploration drill core samples have been assayed at both the Palito laboratory and certified external laboratory, in most cases the ALS laboratory in Belo Horizonte, Brazil. When comparing significant assays with grades exceeding 1 g/t gold, comparison between Palito versus external results record an average over-estimation by the Palito laboratory of 6.7% over this period. Based on the results of this work, the Company's management are satisfied that the Company's own facility shows sufficiently good correlation with independent laboratory facilities for exploration drill samples. The Company would expect that in the preparation of any future independent Reserve/Resource statement undertaken in compliance with a recognised standard, the independent authors of such a statement would not use Palito assay results without sufficient duplicates from an appropriately certificated laboratory.
Forward-looking statements
Certain statements in this announcement are, or may be deemed to be, forward looking statements. Forward looking statements are identied by their use of terms and phrases such as ‘‘believe’’, ‘‘could’’, “should” ‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.
Qualified Persons Statement
The scientific and technical information contained within this announcement has been reviewed and approved by Michael Hodgson, a Director of the Company. Mr Hodgson is an Economic Geologist by training with over 30 years' experience in the mining industry. He holds a BSc (Hons) Geology, University of London, a MSc Mining Geology, University of Leicester and is a Fellow of the Institute of Materials, Minerals and Mining and a Chartered Engineer of the Engineering Council of UK, recognizing him as both a Qualified Person for the purposes of Canadian National Instrument 43-101 and by the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009.
Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release
