Proposed placing in Serabi Gold plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

22 April 2025

Proposed Placing of approximately 15.7 million ordinary shares in Serabi Gold plc

Greenstone Resources II LP ("Greenstone") and Fratelli Investments Limited ("Fratelli") (the "Sellers") announce their intention to sell up to 15,689,395 ordinary shares in aggregate (the "Placing Shares") in the capital of Serabi Gold plc ("Serabi") to eligible institutional investors (the "Placing").

The Placing Shares will comprise Greenstone's entire holding of 3,936,492 ordinary shares and 11,752,903 ordinary shares currently held by Fratelli, corresponding in aggregate to approximately 20.7 per cent. of Serabi's entire issued share capital. It is expected that following the Placing, Fratelli will retain a holding of 7,565,882 ordinary shares, representing 10.0 per cent. of Serabi's entire issued share capital.

The price per Placing Share will be determined by way of an accelerated bookbuilding process to eligible institutional investors. The bookbuilding period will commence with immediate effect following this announcement and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process.

In the context of the Placing, any of the ordinary shares in Serabi held by the Sellers which are not sold in the Placing will be subject to a 60-day lock-up undertaking (subject to certain customary exceptions).

Peel Hunt LLP ("Peel Hunt") and Tamesis Partners LLP ("Tamesis") have been appointed by the Sellers as Joint Bookrunners in connection with the Placing.

Serabi is not a party to the Placing and will not receive any proceeds from the Placing.

ENQUIRIES

Peel Hunt LLP (Joint Bookrunner)

Ross Allister / Georgia Langoulant                                                                                                   

Sohail Akbar / Ambika Bose

+44 (0) 20 7418 8900

Tamesis Partners LLP (Joint Bookrunner)

Charlie Bendon / Richard Greenfield

+44 (0)20 3882 2868

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Investors resident in Australia must be (i) either a "sophisticated investor" within the meaning of Section 708(8) of the Corporations Act 2001 of the Commonwealth of Australia (the "Corporations Act") or a "professional investor" within the meaning of Section 9 and Section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of Section 761G(7) of the Corporations Act (and related regulations).

Investors resident in Singapore must be institutional investors under Section 274 of the Securities and Futures Act (Cap. 289) of Singapore.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Serabi and Serabi's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

By participating in the Placing, each purchaser of Placing Shares shall be deemed to acknowledge and confirm that: (i) it will purchase the Placing Shares as principal and was not created or used solely to purchase or hold the Placing Shares in reliance on an exemption from the prospectus requirements of applicable Canadian securities laws; (ii) the Placing Shares are not being qualified pursuant to a prospectus filed under applicable Canadian securities laws and are not freely tradeable in any province or territory of Canada until the day that is four (4) months and 1 day after the settlement date; (iii)  the Placing Shares are subject to the legend and restriction on resale set forth below until the day that is four (4) months and a one day after the settlement date: "UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA BEFORE 3 SEPTEMBER 2025"; (iv) it will not, during the period ending on the date that is four (4) months plus one (1) day after the settlement date, sell or otherwise effect a trade of any of the Placing Shares to any person resident in Canada or any person acquiring such Placing Shares for the benefit of another person resident in Canada, other than in a transaction made in compliance with the prospectus and registration requirements of applicable Canadian securities laws or which otherwise is made in reliance on any available exemptions therefrom; and (v) the aggregate purchase price of the Placing Shares is at least C$150,000.

In connection with the Placing, Peel Hunt, Tamesis, or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and other securities of Serabi or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Peel Hunt, Tamesis and any of their affiliates acting as an investors for their own account. Peel Hunt and Tamesis do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Serabi or its shares.

Peel Hunt and Tamesis are authorised and regulated in the United Kingdom by the Financial Conduct Authority. Peel Hunt and Tamesis are acting for the Sellers only in connection with the Placing and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.