Serabi Gold plc : Serabi Gold plc : Issue of 270,000,000 Ordinary Shares at 6 pence per share and Dealings by the Directors

Serabi Gold plc : Serabi Gold plc : Issue of 270,000,000 Ordinary Shares at 6
                pence per share and Dealings by the Directors

For immediate release
17 January 2013

                               Serabi Gold plc
                         ("Serabi" or the "Company")
          Issue of 270,000,000 Ordinary Shares at 6 pence per share
                          Dealings by the Directors

Serabi (AIM:  SRB,  TSX:SBI),  the  Brazilian  focused  gold  exploration  and 
development company, announces that  the conditional subscription by  Fratelli 
Investments Limited  and  parties acting  in  concert with  it  (the  "Concert 
Party") has been  completed, conditional  upon admission of  the new  Ordinary 
Shares to AIM and the TSX.

On 1  October  2012,  the  Company entered  into  a  conditional  subscription 
agreement  with  Fratelli  Investments  to  subscribe  for  and  underwrite  a 
placement of  new  Ordinary Shares  to  raise  £16.2 million  to  finance  the 
development and start-up of underground  mining operations at its Palito  gold 
mine. The investment by Fratelli Investments took the form of:

(a)  A subscription  for 90,403,000 new Ordinary  Shares at the  Subscription 
Price of 6 pence per new Ordinary Share; and
(b)      A conditional  subscription for up to  a further 179,597,000  new 
Ordinary Shares at  a subscription price  of 6 pence  per new Ordinary  Share, 
such number to be  reduced by any subscriptions  for new Ordinary Shares  from 
third party investors.

Of the 270,000,000 shares that have  been issued pursuant to the  subscription 
arrangements raising  gross  proceeds  of UK£16.2  million,  the  Company  has 
procured third  party  subscribers  for 81,350,353  new  Ordinary  Shares  and 
accordingly,  the  total  subscription  by  the  Concert  Party  amounted   to 
188,649,647 new Ordinary Shares, as detailed below in this announcement.

Mr Michael Hodgson  commenting on the  announcement of the  completion of  the 
Subscription said:

"I would like to  record the thanks of  myself and the rest  of the Board  to 
Fratelli Investments. Their support will allow the management of the  Company 
to continue the development  of the Palito Gold  Mine and ensures an  exciting 
future for the Company. Their  willingness to underwrite the share  placement 
is, I believe, a demonstration of their  belief in the Palito project and  the 
opportunity that we have  to develop a robust  and bigger gold company  around 
this."

Following completion of the issue  of 270,000,000 Ordinary Shares the  Company 
is aware of the following notifiable interests in the Enlarged Ordinary  Share 
Capital:

Shareholder               Shares held in the        Percentage interest in the
                                     Company   Enlarged Ordinary Share Capital
Fratelli      Investments        184,695,647                             51.1%
Limited
The Concert Party                207,906,964                             57.5%
Anker Holding AG                  40,000,000                             11.1%
Drake PIPE Fund                   31,119,686                              8.6%
Fondo    de     Inversion         22,443,947                              6.2%
Privado Santa Monica
Eldorado Gold Corporation         21,340,000                              5.9%

Mr TS Harvey,  Mr CM Line  and Mr M  Williams, directors of  the Company,  all 
subscribed for Subscription Shares. In  addition, Anker Holding AG, a  company 
beneficially owned by the spouse  of Mr C Kingsman, who  is a director of  the 
Company, also subscribed  for Subscription  Shares. The  subscriptions by  the 
Directors and  parties related  to the  Directors and  their interest  in  the 
Ordinary Shares of the Company following completion of the Subscription are as
follows:

Director     Shares held in Subscription     Shares held in the     Percentage
and/or          the Company       Shares      Company following    interest in
related        prior to the   subscribed      completion of the   the Enlarged
party          Subscription                        Subscription Ordinary Share
                                                                       Capital
Anker            18,851,000   21,149,000             40,000,000          11.1%
Holding   AG 
(Note 1)
Mr TS Harvey        200,000    1,000,000              1,200,000           0.3%
Mr CM Line          417,653      300,000                717,653           0.2%
Mr         M         45,000      250,000                295,000           0.1%
Williams

Note 1 Anker Holding AG is beneficially owned by the spouse of Mr C Kingsman
       who is a director of the Company

As Anker Holding AG is  interested in more than 10  per cent. of the  Existing 
Ordinary Share Capital and Mr  TS Harvey, Mr CM Line,  Mr M Williams and Mr  C 
Kingsman are all directors of  the Company (the "Subscribing Directors"),  the 
subscription by  Anker  and  the  Subscribing Directors  is  a  related  party 
transaction for the purposes of Rule 13 of the AIM Rules. For the purposes of
the AIM Rules, the independent Directors of Serabi, (being Mr M Hodgson, Mr  D 
Jones and  Mr  E Rosselot),  having  consulted with  the  Company's  nominated 
adviser, consider that the subscription by Anker and the Subscribing Directors
pursuant  to  the  Subscription  is   fair  and  reasonable  insofar  as   the 
Shareholders are concerned. The independent Directors have taken into account
in particular that Anker and the Subscribing Directors are each subscribing on
the same terms and conditions as  the Concert Party and the other  subscribers 
for new  Ordinary  Shares  procured  by the  Company  from  unconnected  third 
parties, and which has been approved by Independent Shareholders on a poll.

The Subscriptions of the Concert Party are as follows:

                                   Additional
                                       Shares
                               subscribed for
                       Minimum    pursuant to                     New Warrants
                  Subscription            the                        issued on
Concert Party           Shares    Conditional   TotalSubscription   Completion
Member          subscribed for   Subscription              Shares    (Note 5)
Fratelli                                        
Investments                                                     
Limited (Note       90,403,000    76,676,647         167,079,647   8,135,035
1)
Piero Solari                                    
Donaggio (Note                                  
2)                                             -       - 
                           -         - 
Sandro Solari                                   
Donaggio (Note                                  
2)                                             -       - 
                           -         - 
Carlo Solari                                    
Donaggio (Note                                  
2)                                             -       - 
                           -         - 
                                                
Nicolas Bañados                                         
(Note 3)                  20,840,000          20,840,000      - 
                           - 
                               
Jorge Arancibia                                           
Pascal (Note 4)                           730,000        
                           -     730,000                          - 
                                            
                                                
Total                                                          
                    90,403,000    98,246,647        188,649,647    8,135,035
Note 1     Fratelli Investments Limited is a  99.9 per cent. owned  subsidiary 
           of Inversiones Menevado Dos  Limitada which is  itself a 99.97  per 
           cent. owned subsidiary  of Inversiones Menevado  Limitada which  is 
           itself a 96.92  per cent.  owned subsidiary  of Inversiones  Megeve 
           Capital Limitada. The  shareholders of  Inversiones Megeve  Capital 
           Limitada comprise Asesorias e Inversiones Barolo Limitada, which is
           controlled by Piero Solari Donaggio and his dependants, Asesorias e
           Inversiones Brunello Limitada, which is controlled by Sandro Solari
           Donaggio and his dependants and Asesorias e Inversiones  Sangiovese 
           Limitada, which  is controlled  by Carlo  Solari Donaggio  and  his 
           dependants. Further details  are set out  below in Part  II of  the 
           Document.
Note 2     Piero Solari  Donaggio, Sandro  Solari  Donaggio and  Carlo  Solari 
           Donaggio  are  the  sole  directors  and  the  ultimate  beneficial 
           shareholders of Fratelli Investments.
Note 3     Nicolas Banados, an  attorney-in-fact of  Fratelli Investments,  is 
           the beneficial  owner of  50  per cent.  of  the share  capital  of 
           Asesorias e Inversiones Asturias  Limitada which beneficially  owns 
           25 per  cent. of  the units  in Fondo  de Inversion  Privado  Santa 
           Monic, which subscribed for 20,840,000 Subscription Shares.
Note 4     Jorge   Arancibia   Pascal,   an   attorney-in-fact   of   Fratelli 
           Investments, is the beneficial owner of  85 per cent. of the  share 
           capital of Asesorias e Inversiones Hipa Limitada, which  subscribed 
           for 730,000 Subscription Shares.
Note 5     Fratelli Investments has been issued with one New Warrant for every
           ten Third  Party  Share  subscribed  for by  third  parties  as  an 
           underwriting fee pursuant to the Subscription Agreement.

Immediately following  completion of  the  Subscription, the  Concert  Party's 
interest in the Company (and assuming full conversion of all warrants held  at 
completion by the Concert Party), will therefore be as follows:

                          Interest                       Interest in Percentage
            Interest in         in                           Diluted of Diluted
Concert        Enlarged   Enlarged                          Enlarged   Enlarged
Party          Ordinary   Ordinary   Existing        New    Ordinary   Ordinary
Member            Share      Share   Warrants   Warrants       Share      Share
             Capital on Capital on        on issued on  Capital on Capital on
             Completion Completion Completion Completion  Completion Completion
                          (Note 1)                                     (Note 2)
                                              
Fratelli                                      
Investments               51.12%                      
Limited     184,695,647                      8,135,035 195,101,515
                                   2,270,833                            52.46%
Piero
Solari               -          -         -         -          -          -
Donaggio
Sandro
Solari               -          -         -         -          -          -
Donaggio
Carlo
Solari               -          -         -         -          -          -
Donaggio
                                              
Nicolas                                       
Bañados                   6.21%                         6.09%
             22,443,947                           22,660,613
                                     216,666       - 
                                              
Jorge                                         
Arancibia              0.21%                        0.21%
Pascal          767,370                          767,370
                                       -       - 
                                            
                                              
                                              
Total                     57.55%                           58.76%
            207,906,964                      8,135,035 218,529,498
                                   2,487,499

Note 1 The Enlarged  Ordinary Share  Capital comprises  the Existing  Ordinary 
       Shares and the Subscription Shares.
Note 2 The Diluted  Enlarged Ordinary  Share  Capital comprises  the  Existing 
       Ordinary Shares,  the  Subscription  Shares, the  new  Ordinary  Shares 
       issued on exercise of the Existing Warrants and the new Ordinary Shares
       issued on exercise of the New Warrants.

On Completion of the Subscription Fratelli Investments Limited and the Concert
Party will hold more than 50 per cent. of the Company's voting share  capital, 
and accordingly, Fratelli  Investments Limited  and the Concert  Party may  be 
able to increase its aggregate  shareholding in the Company without  incurring 
any obligation under Rule  9 to make  a general offer  to the Company's  other 
Shareholders. Under the Takeover Code, whilst each member of the Concert Party
continues to be  treated as acting  in concert,  each member will  be able  to 
increase further his respective percentage  shareholding in the voting  rights 
of the Company without incurring an obligation under Rule 9 to make a  general 
offer to  Shareholders to  acquire  the entire  issued  share capital  of  the 
Company. However, individual members of the Concert Party will not be able  to 
increase their percentage shareholding through or between a Rule 9  threshold, 
without the consent of the Panel.

Application will be made for the Subscription Shares to be admitted to trading
on AIM. It is  expected that Admission will  become effective and dealings  in 
the Subscription Shares  will commence on  23 January 2013.  The new  Ordinary 
Shares will when issued and fully paid, rank in all other respects pari  passu 
with the Existing Ordinary Shares in issue including the right to receive  all 
dividends and other  distributions declared, made  or paid after  the date  of 
their issue.

Fratelli Investments also provided on 1 October 2012 an interim secured  short 
term loan facility of US$6  million (equivalent to approximately £3.8  million 
at the exchange rate  of £1:US$1.59 as  at 2 October 2012)  to the Company  to 
provide additional working capital to the Company and to enable the Company to
commence  the  necessary  mine  development  and  plant  refurbishment   works 
immediately. As at  16 January 2013,  the last practicable  date prior to  the 
publication of this announcement, US$4.5 million had been drawn down under the
short term loan facility. The Company  will repay the Loan Agreement from  the 
proceeds of the Subscription.  Interest charges that  will have accrued  under 
the Loan Agreement, assuming that the  loan facility is re-paid on 18  January 
2013  from  the  proceeds  of  the  Subscription,  have  been  calculated   as 
US$107,375. Fratelli have confirmed  to the Company that  they will not  seek 
penalty interest charges in  the early repayment of  the loan that could  have 
applied under the original terms of the Loan Agreement.

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
Fox Davies Capital Ltd
UK Broker
Simon Leathers                  Tel: +44 (0)20 3463 5010
Jonathan Evans                  Tel: +44 (0)20 3463 5010
Blythe Weigh Communications Ltd
Public Relations
Tim Blythe                      Tel: +44 (0)20 7138 3204
Rob Kellner                     Tel: +44 (0)20 7138 3204

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 apply throughout this announcement unless
                       the context requires otherwise:

"Admission"                admission of the Subscription Shares to trading  on 
                           AIM becoming effective in  accordance with the  AIM 
                           Rules for Companies
"AIM"                      AIM, a market of that  name operated by the  London 
                           Stock Exchange
"City Code" or "Takeover   the City Code on Takeovers and Mergers, as  updated 
Code"                      from time to time
"Company" or "Serabi"      Serabi Gold plc
"Completion"               the  Subscription  being  completed  and  Admission 
                           taking place
"Concert Party"            Fratelli Investments Limited, its Connected Persons
                           and other  persons acting  in concert  with it,  as 
                           described in Part II of the Document
"Diluted Enlarged Ordinary 371,891,063,728  Ordinary  Shares  comprising   the 
Share Capital"             Existing Ordinary Shares, the Subscription  Shares, 
                           2,487,499 new Ordinary Shares to be issued on  full 
                           exercise of the Existing Warrants and 8,135,035 new
                           Ordinary Shares to  be issued on  full exercise  of 
                           the New Warrants
"Document"                 the circular to Shareholders dated 11 December 2012
                           in relation to the  proposals including the  notice 
                           of General Meeting
"Enlarged Ordinary Share   the issued  equity  share capital  of  the  Company 
Capital"                   immediately  following  Admission  comprising   the 
                           Existing Ordinary Share and the Subscription Shares
                           
"Existing Ordinary Shares" the existing 91,268,529  issued Ordinary Shares  as 
                           at the date of this announcement and the Document
"Existing Ordinary Share   the issued equity share  capital of the Company  as 
Capital"                   at the date of this announcement and the Document
"Existing Warrants"        the existing  2,487,499 warrants  to subscribe  for 
                           new Ordinary Shares  owned by Fratelli  Investments 
                           and Fondo de Inversion  Privado Santa Monica as  at 
                           the date of the Document
"Fratelli Investments"     Fratelli Investments Limited, a company  registered 
                           in the Bahamas with registered number 136,354 B
"General Meeting"          the general  meeting of  the Company  convened  for 
                           10.00 a.m. on 16 January 2013, the notice convening
                           which was set out at the end of the Document
"Loan Agreement"           the US$6 million loan facility dated 1 October 2012
                           provided to  the Company  by Fratelli  Investments, 
                           details of  which are  set out  in Part  IV of  the 
                           Document
"New Warrants"             8,135,035  new  Warrants   to  subscribe  for   new 
                           Ordinary Shares at a price of 10 pence per Ordinary
                           Shares  to  be   issued  to  Fratelli   Investments 
                           pursuant to the Subscription Agreement
"Ordinary Shares"          the ordinary shares of 5 pence each in the  capital 
                           of the Company
"Panel"                    Panel on Takeover and Mergers
"Rule 9"                   Rule 9 of the Takeover Code
"Rule 9 Offer"             the requirement for a general  offer to be made  in 
                           accordance with Rule 9
"Shareholders"             Person(s)  who  is/are   registered  holder(s)   of 
                           Ordinary Shares from time to time
"Subscription"             the   conditional    subscription    by    Fratelli 
                           Investments  to  subscribe  for  and  underwrite  a 
                           placement of up to 270,000,000 new Ordinary Shares,
                           further details of which are  set out in Part I  of 
                           the Document
"Subscription Agreement"   the agreement dated 1 October 2012 between (1)  the 
                           Company  and  (2)  Fratelli  Investments,   further 
                           details of which  are contained in  Part IV of  the 
                           Document
"Subscription Price"       6 pence per Subscription Share
"Subscription Shares"      270,000,000  new  Ordinary  Shares  to  be   issued 
                           pursuant to the Subscription Agreement
"Third Party Shares"       up to 179,597,000 Subscription Shares available for
                           subscription by third party investors
"Waiver"                   the waiver  granted by  the 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 Subscription Shares  under 
                           the Subscription, as more particularly described in
                           paragraph 7 of Part I of the Document
"Warrants"                 the warrants to subscribe  for new Ordinary  Shares 
                           further details of which  are set out in  paragraph 
                           2.5 of Part IV of the Document

ENDS

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Source: Serabi Gold plc via Thomson Reuters ONE
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