Subscription of Convertible Loan Notes of Serabi Gold Plc

GUERNSEY, Channel Islands, June 30, 2020 (GLOBE NEWSWIRE) -- Further to the press release of Serabi Gold Plc (the “Company”) of April 24, 2020, Greenstone Resources II L.P. (“Greenstone”) announces that it has subscribed for an aggregate of US$1,500,000 (equivalent to C$2,052,300, using the closing exchange rate of US$1:C$1.3682 on June 29, 2020 published on the Bank of Canada website) convertible loan notes issued by the Company (the “Convertible Loan Notes”).  The Convertible Loan Notes were subscribed in three tranches of US$500,000 each, on 30 April, 29 May and 30 June 2020 and were issued pursuant to a subscription deed dated 21 January 2020, as amended, in respect of the issuance of up to US$12 million convertible loan notes.

Pursuant to the terms of the Convertible Loan Notes, Greenstone is entitled, at any time when any of the Convertible Loan Notes are outstanding, to convert part or all of the outstanding principal amount into ordinary shares of the Company (“Ordinary Shares”) at a price of £0.76 (equivalent to C$1.28, using the closing exchange rate of £1:C$1.6815 on June 29, 2020 published on the Bank of Canada website) per Ordinary Share, subject to certain limitations as set forth in the terms of the Convertible Loan Notes.  The Convertible Loan Notes mature on August 31, 2021, being the date that is 16 months after issuance of the first tranche of notes, and bear an annual interest rate of LIBOR plus 13 per cent. per annum, which accrues daily and will be rolled up and compounded on a quarterly basis. Interest is payable in cash at maturity (or earlier conversion, redemption or transfer of the Convertible Loan Notes in accordance with their terms).

Prior to the issuance of any of the Convertible Loan Notes, Greenstone had ownership of and control over 14,887,971 Ordinary Shares, representing approximately 25.25% of the issued and outstanding Ordinary Shares (on an undiluted basis).  It also beneficially owned and controlled 100,000 options to purchase Ordinary Shares.  Based on a current exchange rate of US$1:£0.813, conversion in full of the principal amount of the Convertible Loan Notes outstanding as at the date hereof would result in the issuance to Greenstone of 1,604,882 Ordinary Shares, as a result of which Greenstone would hold an aggregate of 16,594,853 Ordinary Shares (including the exercise of the options held by Greenstone), representing an aggregate interest of 27.36% of the Company’s issued and outstanding Ordinary Shares (on a post-issuance basis), an increase of 2.11% from the percentage it held prior to the issuance of any Convertible Loan Notes.

Greenstone subscribed for the Convertible Loan Notes for investment purposes. Depending on market conditions and other factors, Greenstone may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position.  A copy of the early warning report required to be filed with the applicable securities commission in connection with the transactions will be available on SEDAR at www.sedar.com and can be obtained by contacting Matt Hornton or Gordon Purvis at +44 1481 749 700. Greenstone’s address is set out below.

Greenstone Resources II L.P.
PO Box 656, East Wing,
Trafalgar Court, Les Banques
St Peter Port, Guernsey

Serabi Gold Plc
66 Lincoln’s Inn Fields
London, England
EC2A 3LH