Representatives from Serabi will be attending both conferences and the Company's management will be available at booth IE2533 for the
The Company takes this opportunity to remind shareholders of its forthcoming General Meeting being held at
As the Company is a reporting issuer in the provinces of British Colombia,
For the purposes of MI 61-101, and as set out in the circular to shareholders dated
the funds raised by the issue of the Convertible Loan Notes will significantly strengthen the Company's financial position and allow it, together with existing cash holdings and projected cash generation, the flexibility to part fund the development of Coringa and in particular, the commencement of the initial underground development to access the Coringa ore-body during 2020, to settle the final
the independent directors of Serabi had explored and evaluated the availability and terms of alternative sources of capital for the Company to settle the Coringa Deferred Consideration during the course of 2019 and, in particular, in the four-month period prior to the negotiation and agreement of the proposed transaction with Greenstone;
the independent directors of Serabi had taken account of prevailing market conditions in the minerals and mining sector in 2019, the possible discount of any placing issue price to the then share price and the Convertible Loan Notes agreed conversion price of
In addition, the independent directors of Serabi took account of the following: the potential dilution to existing shareholders that could arise on the conversion rights being exercised and the continuing protections provided to minority shareholders by the City Code on Takeovers and Mergers; the relationship agreement between the Company and Greenstone, the terms of which were announced on
The independent directors considered and approved an initial Term Sheet and appointed the executive directors to negotiate detailed documentation with Greenstone and received, reviewed and provided feedback on each of the key documents during the course of the negotiation process.
As Greenstone is currently interested in 14,887,971 shares representing more than 10 per cent. of the issued ordinary share capital of the Company, the subscription for the Convertible Loan Notes is also a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. As previously announced, pursuant to the AIM Rules, the independent directors of the Company also consulted with the Company's Nominated Adviser, and concluded that the terms of the Subscription Deed, and the Convertible Loan Notes Instrument were fair and reasonable insofar as Shareholders are concerned, in particular taking into account the matters set out above and more fully described in the Circular. In giving its advice, the Company's Nominated Adviser had taken account of the commercial assessments of the independent directors.
For the purposes of MI 61-101 there has not been in the 24 months preceding the Circular any valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction.
A total of 14,487,971 shares will be excluded from voting on the resolution to approve the Waiver and also on the resolution to approve the proposed Subscription Deed for
Contact:
Tel: +44 (0)20 7246 6830
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.
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