SOURCE: Serabi Gold plc

Serabi Gold plc

January 30, 2012 11:00 ET

Serabi Gold plc - Holdings in Company

LONDON--(Marketwire - Jan 30, 2012) -

This Early Warning Report is released by Serabi Gold plc on behalf of Anker Holding AG and Anna Kingsman. The disclosures made are to satisfy Canadian Regulatory Requirements

EARLY WARNING REPORT

RELATING TO THE SERABI GOLD PLC

1. Name and Address of the offeror:

Anna Kingsman
Waldeckstr.13
82031 Gruenwald
Germany

2. Designation and number or principal amount of securities and the offeror's security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On January 26, 2012, as a result of the acquisition of all Serabi securities previously held by Greenwood Investments Limited, the offeror indirectly acquired benefical ownership of 18,851,000 Ordinary Shares of Serabi Gold plc (the "Issuer") representing a 20.71 per cent. of the issued and outstanding ordinary shares.

The offeror also indirectly acquired beneficial ownership of (i) 500,000 Warrants to subscribe for new Ordinary Shares on or before 2 December 2012 at an exercise price of C$0.75 per Ordinary Share; (ii) 937,500 Warrants to subscribe for new Ordinary Shares on or before 23 January 2014 at an exercise price of 15 pence per Ordinary Share and (iii) a convertible loan agreement for £300,000 (the "Convertible") whereby the Convertible may be converted into new Ordinary Shares at an exercise price of 15 pence per Ordinary Share at any time on or before 31 October 2014. A maximum of 2,100,123 new Ordinary Shares may be issued on conversion of the Convertible and settlement of the accumulated interest over the life of the Convertible of £15,018.42. The Convertible is unsecured and pays a coupon of one per cent. per annum and, unless otherwise converted, will be repayable on 31 October 2014.

The above named securities are held in the name of Anker Holding AG, whose beneficial owner is the offeror.

3. Designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release:

See Section 2 above.

4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in question 3 over which:

(i) the offeror, either alone or together with any joint actors, has ownership and control:

The offeror has beneficial ownership and control over all of the securities referred in Section 2 above.

(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor:

Not applicable.

(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership:

Not applicable.

5. Name of the market in which the transaction or occurrence that gave rise to the news release took place and the value of any consideration offered per security if the offeror acquired ownership of a security in a transaction or occurrence giving rise to the obligation to file a news release:

n/a

6. Purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer:

The transaction was an inter-spousal sale at market value.

7. General nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities:

Not applicable.

8. Names of any joint actors in connection with the disclosure required herein:

Christopher David Kingsman (spouse) is a non-executive director of Serabi Gold plc

9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror:

Total consideration is: £ 2,393,944.49

10. If applicable, a description of any change in any material fact set out in a previous report by the offeror under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities:

Not applicable.

11. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance:

Not applicable.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

DATED at Munich, Germany, this day of 25 January, 2012.

By: (signed)
Name: Anna Kingsman

HBdocs - 11809802v1

Contact Information

  • Christopher Kingsman
    + 44 20 3287 2323