FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
December 8, 2009
Rambler Metals and Mining Plc: First Quarter Results 2010 & Operational Highlights
LONDON, ENGLAND AND BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Dec. 8, 2009) -
Rambler Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its
financial results and operational highlights for the three months ended 31 October 2009. The principal activity
of the Company is carrying out development and exploration on the Ming Mine Property, a gold and copper
property located on Newfoundland and Labrador's Baie Verte Peninsula.
Operational Highlights:
/T/
-- Rambler acquired the Nugget Pond gold milling facility from Crew Gold
Corporation for Can$ 3.5 million on 27 October 2009.
-- On 29 September 2009, Rambler announced the conditional placement of
27,500,000 Ordinary Shares at 20 pence each to raise approximately
Pounds Sterling 5.5 million before expenses. The net proceeds of this
fundraising have been used to fund the acquisition of the Nugget Pond
Facility, associated engineering and ongoing working capital
requirements.
-- Rambler announced that it is taking a proactive approach in searching
for potential gold properties in the Baie Verte Peninsula.
-- The Company is also in discussions with a number of third parties for
further project financing.
/T/
Financial Highlights:
/T/
-- Compared to the quarter ending 31 October 2008, net losses increased
Pounds Sterling 76,704 to Pounds Sterling 289,246 and the loss per share
increased from 0.36p to 0.46p. Losses were higher as administration
expenses increased Pounds Sterling 42,318 to Pounds Sterling 275,476.
Administrative staff costs increased by Pounds Sterling 14,539 to Pounds
Sterling 149,991. Legal and professional fees also increased by Pounds
Sterling 9,583 to Pounds Sterling 48,827 as a result of costs incurred
in connection with the acquisition of the Nugget Pond Mill.
-- Cash flows from financing activities were Pounds Sterling 5,157,406
compared with Pounds Sterling 32,349 of cash utilised reflecting net
proceeds of Pounds Sterling 5,171,877 received from the placement of
27,500,000 ordinary shares during the quarter.
-- Cash flows used for operating activities reduced by Pounds Sterling
46,398 substantially as a result of the decision to settle accounts
payable balances early during the quarter ended 31 October 2008 to
facilitate the implementation of a new ERP system.
-- Cash flows used for investing activities increased by Pounds Sterling
881,905 primarily as a result of the acquisition of the Nugget Pond Mill
for Pounds Sterling 1,974,846 offset by a reduction in exploration
expenditure of Pounds Sterling 873,137, expenditure on tangible fixed
assets by Pounds Sterling 250,376 and bank interest received by Pounds
Sterling 30,572. The reduction in exploration expenditure is consistent
with prior quarters and aimed at conserving cash balances.
-- At 7 December 2009, the Group has Pounds Sterling 3.5 million in cash
and cash equivalents.
/T/
George Ogilvie, President and Chief Executive Officer, commented:
"Rambler had a very successful quarter completing the acquisition of the Nugget Pond Facility and raising
Pounds Sterling 5.5m in a private placing. The Company is now actively supporting third party due diligence
processes on the Ming project for sources of project finance and starting to procure long lead items of mill
equipment required to equip the Nugget Pond facility to produce gold and copper concentrates.
"This activity will assist us in finalising plans to resume exploration and pre-production development and
construction so that the Company is on target to bring the Ming Mine back into production during fiscal 2011."
The financial results for the year ended 31 July 2009 are available on the Rambler website:
www.ramblermines.com
About the Company
Rambler was founded in 2004 when Altius Minerals Corporation ("Altius"), a Newfoundland and Labrador based
resource company, contributed to the Company's asset base an option to acquire and develop the Rambler
property.
The Rambler property had been a former underground copper and gold producing property that ceased production
when the deposit reached a then third party property boundary. This neighbouring property was subsequently
consolidated before being brought into the Company. The Company now owns a 100% interest in the property.
The principal activity of the Group is carrying out development and exploration on the Mine Ming Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
Rambler Metals and Mining Plc
Management's Discussion and Analysis for the First Quarter
The following management's discussion and analysis ("MD&A") of Rambler Metals & Mining plc (the "parent
Company") and its subsidiaries (the "Group" or "Rambler") contains forward-looking statements that involve
numerous risks and uncertainties. Our actual results could differ materially from those discussed in such
forward-looking statements as a result of these risks and uncertainties, including those set forth in this
MD&A.
The following discussion provides information that management believes is relevant to an assessment and
understanding of our consolidated results of operations and financial condition for the quarter ended 31
October 2009. This discussion should be read in conjunction with our audited financial statements for the year
ended 31 July 2009 and the related notes thereto. These consolidated statements have been prepared in
accordance with International Financial Reporting Standards ("IFRS") and their interpretations adopted by the
International Accounting Standards Board ("IASB"), as adopted by the European Union and with IFRS and their
interpretations adopted by the IASB.
This MD&A, which has been prepared as of 7 December 2009, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2009 prepared in accordance with
IFRS. The presentation currency is British Pounds.
Our Business & Operations Review
The principal activity of the Group is the development and exploration of the Ming copper and gold property
located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares were admitted to trading on the London AIM market on 8 April 2005 under
the symbol "RMM" and were listed on the TSX Venture Exchange on 7 February 2007 under the symbol "RAB".
Operational highlights include:
/T/
-- On 27 October 2009 the Group announced that the purchase of the Nugget
Pond Facility from Crew Gold Corporation has been completed.
-- The Group announced on 29 September the conditional placement of
27,500,000 Ordinary Shares at 20 pence each to raise approximately
Pounds Sterling 5.5 million before expenses. Subsequently, on 20 October
2009, during an Extraordinary General Meeting, the shareholders granted
authority to the directors to issue up to 59,385,000 Ordinary Shares in
order to allow the directors to issue the shares for the private
placement and to provide them with the flexibility to seek further
finance. Some of the proceeds from this fundraising were used to
complete the acquisition of the Nugget Pond Facility on 27 October 2009.
The remainder of the proceeds will be used to finance ongoing
engineering projects and fund working capital requirements. In addition
to the private placing, and as a means of evaluating possible future
funding alternatives for the project, the company hosted a number of
potential third party investors as part of their due diligence
procedures during the quarter.
-- The company announced it has entered into an option agreement with
Seaside Realty Ltd (Seaside) to earn up to a 50% undivided interest in
the Corkscrew/Big Bear Property, also located on the Baie Verte
Peninsula. As outlined in the agreement Rambler will assume project
management of the property for two years, during which time Rambler will
be responsible for all geologic compilation and exploration management
while Seaside will be responsible for all diamond drilling related
costs. Geological evaluation is currently underway.
-- Throughout the first quarter, the mine operation continued in 'Care and
Maintenance' status with minimal crews providing property security, pump
watch and fire watch around the clock on a seven day coverage. Routine
pump maintenance and repairs were carried out as required.
-- Safety performance continued to be exemplary during the quarter with no
accidents, injuries or incidents reported. There were no environmental
incidents.
/T/
Selected Financial Information
The following selected financial information has been derived from the consolidated financial statements of the
Group for the periods indicated and should be read in conjunction with such statements and notes thereto.
/T/
---------------------------------------------------------------------------
---------------------------------------------------------------------------
3 months 3 months
Selected Financial Information ended ended
All amounts in Pounds Sterling , except shares 31 October 31 October
and per share figures 2009 2008
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Revenue - -
Administrative Expenses 275,476 233,158
Exploration expenses 4,438 -
Bank Interest Receivable 406 29,209
Net (loss) (289,246) (212,542)
Loss per share in pence (basic and diluted) (0.46p) (0.36p)
Cash Flow (used) for operating activities (251,152) (297,550)
Cash Flow (used) for investing activities (2,277,962) (1,396,057)
Cash Flow from/(used for) financing activities 5,157,406 (32,349)
Net increase/(decrease) in cash 2,628,292 (1,725,956)
Cash & Cash Equivalents at end of period 3,747,965 3,454,608
Total Assets 26,195,012 19,897,224
Long term receivable 1,974,846 -
Total Liabilities 954,216 1,027,969
Working Capital 3,324,176 3,041,078
Weighted average number of shares outstanding 62,374,1311 59,385,000
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/T/
Review of quarter ending 31 October 2009
The Group's only source of income since incorporation has been bank deposit interest.
Compared to the quarter ending 31 October 2008, net losses increased Pounds Sterling 76,704 to Pounds Sterling
289,246 and the loss per share increased from 0.36p to 0.46p. Losses were higher as administration expenses
increased Pounds Sterling 42,318 to Pounds Sterling 275,476. Administrative staff costs increased by Pounds
Sterling 14,539 to Pounds Sterling 149,991 including an increase of Pounds Sterling 7,458 related to share-
based payment charges mainly as a result of the strengthening of the Canadian Dollar against the GB Pound.
Legal and professional fees increased by Pounds Sterling 9,583 to Pounds Sterling 48,827 mainly as a result of
costs incurred in connection with the acquisition of the Nugget Pond Facility. Depreciation charges increased
by Pounds Sterling 19,811 to Pounds Sterling 21,730 due to an increase in the value of fixed assets following
the implementation of the new ERP system. Interest income was Pounds Sterling 28,803 lower at Pounds Sterling
406 as a result of lower cash balances and interest rates.
Cash flows used for operating activities reduced by Pounds Sterling 46,398 substantially as a result of the
decision to settle accounts payable balances early during the quarter ended 31 October 2008 to facilitate the
implementation of a new ERP system. Cash flows used for investing activities increased by Pounds Sterling
881,905 primarily as a result of the acquisition of the Nugget Pond Facility for Pounds Sterling 1,974,846
offset by a reduction in exploration expenditure (on the Ming Mine) of Pounds Sterling 873,137, expenditure on
tangible fixed assets of Pounds Sterling 250,376 and bank interest received of Pounds Sterling 30,572. The
reduction in exploration expenditure comprised of a reduction in underground drilling costs of Pounds Sterling
175,071, reduced labour costs of Pounds Sterling 184,936, reduced consultancy costs of Pounds Sterling 111,407
and a reduction of Pounds Sterling 401,723 in general operating costs. This reduction is consistent with prior
quarters and aimed at conserving cash balances. Cash flows from financing activities were Pounds Sterling
5,157,406 compared with Pounds Sterling 32,349 of cash utilised reflecting net proceeds of Pounds Sterling
5,171,877 received from the placement of 27,500,000 ordinary shares during the quarter.
The long term receivable of Pounds Sterling 1,974,846 (CAD $3,500,000 equivalent) relates to the payment for
the acquisition of the Nugget Pond Facility which was acquired subject to a lease back to its former owners
until 30 June 2010. At the point of entering into a contract with Crew Gold (Canada) Ltd. ('Crew') there was no
transfer of the risk and rewards of ownership to the Company since Crew will continue using the asset with
minimum impact on their operations until the expiry of the lease. This long term receivable will be capitalized
under plant and equipment upon expiry of the lease when the Company takes full control of the Nugget Pond
Facility. During the lease period no depreciation will be charged to the Statement of Comprehensive Income.
Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs
increased Pounds Sterling 5,083,851 to Pounds Sterling 26,195,012 during the quarter. This increase was due
mainly to net proceeds of the share issue of Pounds Sterling 5,157,877 offset by the loss for the quarter.
The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the fourth
quarter of fiscal 2008 are consistent with explanations given above.
Summary of Quarterly Results
Quarterly Results for the most recent eight reporting periods are shown below. (All amounts in British Pounds
except per share figures).
/T/
Fiscal 2010 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
-----------------------
Revenue -
Net Loss (289,246)
Loss per share Basic &
diluted (in pence) (0.46)
Fiscal 2009
-----------------------
Revenue - - - -
Net loss (255,360) (273,148) (332,879) (212,542)
Loss per share basic &
diluted (in pence) (0.43) (0.45) (0.56) (0.36)
Fiscal 2008
-----------------------
Revenue - - -
Net Loss (131,375) (229,757) (238,377)
Loss per share basic &
diluted (in pence) (0.23) (0.45) (0.48)
/T/
In the second quarter of Fiscal 2008 administrative expenses increased as a result of a share based payment
charge associated with the grant of share options. The reduction in losses for the fourth quarter of 2008 is
due to a deferred tax credit of Pounds Sterling 70,303 and the increase in losses in the second quarter of 2009
is due to a reduction in bank interest received and an increase in administrative salaries together with the
issue of additional share options. Losses for the third and fourth quarters of 2009 started to reduce as a
result of a cost reduction programme implemented by the Company. Losses for the first quarter of 2010 increased
slightly mainly as a result of the strengthening of the Canadian Dollar against the GB Pound.
Outlook
The Group will continue to pursue an aggressive exploration programme while continuing to delineate near term,
high grade underground resources. Additionally, in the near future management will continue to support third
party due diligence processes on the Ming project and start procuring long lead items of mill equipment
required to equip the Nugget Pond Facility to produce copper concentrates.
By the end of the third quarter of fiscal 2010, management also expect to:
/T/
-- Complete metallurgical testing on start-up ore primarily focusing on the
Ming Mine 1807 Zone.
-- Complete the Feasibility Study on Surface Engineering including Mill
Expansion and Tailings Impoundment Area; Mine Surface Facilities; and
Port Infrastructure.
-- Complete the application for the Environmental Licensing.
/T/
Liquidity, Capital Resources and Financial Position
To date, the Group has relied on shareholder funding to finance its operations. With finite cash resources and
no material income, the liquidity risk is significant and is managed by controls over expenditure. Success will
depend largely upon the outcome of ongoing and future exploration and evaluation programmes. Given the nature
of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in
the short to medium term until such a time as the Group becomes self-financing from the commercial production
of mineral resources.
The majority of the Group's expenses are incurred in the Canadian dollar. The Group's principal exchange rate
exposure is therefore related to movements between the Canadian Dollar and Sterling.
The Group's cash resources are held in Sterling and Canadian Dollars. The Group has a downside exposure to any
strengthening of the Canadian Dollar as this would increase expenses in Sterling terms. This risk is mitigated
by reviewing the holding of cash balances in Canadian Dollars. Any weakening of the Canadian Dollar would
however result in the reduction of the expenses in Sterling terms and preserve the Group's cash resources. In
addition, any such movements would affect the Consolidated Balance Sheet when the net assets of the Canadian
Subsidiary are translated into Sterling.
As a result of the Group's main assets and its subsidiary being held in Canada which has a functional currency
different to the presentational currency, the Group's balance sheet may be affected significantly by movements
in the GB pound to the Canadian Dollar. The Group does not hedge its exposure of foreign investments held in
foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated
with the Canadian subsidiary's assets and liabilities as the foreign currency gains or losses are recorded in
the translation reserve.
Exchange rate fluctuations may adversely affect the Group`s financial position and results. The following table
details the Group`s sensitivity to a 10% strengthening and weakening in the Canadian Dollar against the GB
Pound. 10% represents management's assessment of the reasonable possible exposure.
/T/
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Equity
--------------------------------------
31 October 2009 31 July 2009
--------------------------------------------------------------------------
Pounds Sterling Pounds Sterling
--------------------------------------------------------------------------
10% weakening of Canadian Dollar (2,043,759) (2,029,441)
--------------------------------------------------------------------------
10% strengthening of Canadian Dollar 2,248,135 2,254,933
--------------------------------------------------------------------------
/T/
Credit risk
With effect from July 2007, the Group has held the majority of its cash resources in Canadian Dollars given
that the majority of the Group's outgoings are denominated in this currency. Given the current climate, the
Group has taken a very risk averse approach to management of cash resources and closely monitors events and
associated risks on a continuous basis. There is little perceived credit risk in respect of trade and other
receivables. The Group's maximum exposure to credit risk at 31 October 2009 was represented by receivables and
cash resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration. If the interest rate on deposits were to fluctuate by 1% there would be no
material effect on the Group's reported result.
Cash and short terms deposits (expressed in British Pounds) were as follows:
/T/
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At 31 October 2009
Currency Fixed Rate Assets Floating Rate Assets Total
---------------------------------------------------------------------------
British Pound - 2,849,793 2,849,793
---------------------------------------------------------------------------
Canadian Dollars 422,329 475,843 898,172
---------------------------------------------------------------------------
Total 422,329 3,325,636 3,747,965
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/T/
/T/
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At 31 July 2009
Currency Fixed Rate Assets Floating Rate Assets Total
---------------------------------------------------------------------------
British Pound - 22,746 22,746
---------------------------------------------------------------------------
Canadian Dollars 951,171 194,810 1,145,981
---------------------------------------------------------------------------
Total 951,171 217,556 1,168,727
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/T/
At 31 October 2009, the Group had outstanding obligations, including interest, relating to bank loans and
leases of Pounds Sterling 595,748.
Management believes that the Group has sufficient flexibility to manage expenditure to fund operations for the
next 12 months.
At 7 December 2009, the Group has Pounds Sterling 3.5 million in cash and cash equivalents with the proportion
invested in short term deposits remaining consistent with year end.
Commitments
As at 31 October 2009 commitments included:
/T/
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All commitments in Canadian Dollars $
-----------------------------------------------------------------
-----------------------------------------------------------------
Pumps 23,000
-----------------------------------------------------------------
-----------------------------------------------------------------
TOTAL 23,000
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/T/
In addition the Group has a commitment of CAD$1.364 million and will inherit an environmental bond with the
Government of Newfoundland and Labrador in connection with the acquisition of the Nugget Pond Facility no later
than 30 June 2010.
Financial Instruments
The Board of Directors determines, as required, the degree to which it is appropriate to use financial
instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be
appropriate are foreign exchange risk, interest rate risk, credit risk and liquidity risk. With effect from
July 2007, the Group has held the majority of its cash resources in Canadian Dollars given that the majority of
the Group's outgoings are denominated in this currency. The directors take a very risk averse approach to
management of cash resources and continue to closely monitoring events and associated risks. There were no
derivative instruments outstanding at 31 October 2009.
Related Party Transactions
The parent company has a related party relationship with its subsidiary, and with its Directors and executive
officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc
("Altius"), a 14% shareholder in the parent company.
A total of Pounds Sterling 59,947 (2008: Pounds Sterling 64,393) was payable to key management personnel during
the quarter including share-based payments of Pounds Sterling 10,034 (2008: Pounds Sterling 12,014).
Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2009 for the
consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2008: Pounds Sterling
3,300). At 31 October 2009 the company owed Pounds Sterling 20,900 (31 July 2009: Pounds Sterling 17,600) to
Altius in respect of these fees.
Directors' fees of Pounds Sterling 38,467 remained outstanding at 31 October 2009 (31 July 2009: Pounds
Sterling 29,767)
Going Concern
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is
dependent on the copper and gold prices, its ability to fund its development and exploration programs, and to
manage and generate positive cash flows from operations in the future. These financial statements do not
reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance
sheet classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. The Directors and management are currently evaluating a number of debt
financing proposals in order to finance the project through into production. The Directors are confident the
Company has sufficient funds to maintain ongoing operations for the forthcoming 12 months and therefore have
concluded that the Group is a going concern.
Impairment Assessments of Development Projects and Exploration Properties
The Directors have assessed whether the exploration and evaluation costs have suffered any impairment by
considering the Group's business plan which includes resource estimates, future processing capacity, the
forward market and longer term price estimates for copper and gold. Management's estimates of these factors are
subject to risk and uncertainties affecting the recoverability of the Group's exploration and evaluation costs.
Any changes to these estimates may result in the recognition of an impairment charge with a corresponding
reduction in the carrying value of such assets.
Stock Based Compensation
In the 2009 fiscal year, the parent company granted a number of individual's employee stock options (no
employee stock options were issued in the three months ended 31 October 2009). The number of share options
being granted is considered by the directors to be consistent with companies of a similar size and profile to
Rambler. The parent company is likely to grant individuals employee stock options again in the future. The
Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the model in
respect of the expected option life and the volatility are subject to management estimate and any changes to
these estimates may have a significant effect on the cost.
Changes in Accounting Policies
International Financial Reporting Standards that have recently been issued or amended have been adopted for the
reporting period ended 31 October 2009:
/T/
IFRS / Title Nature of change Application
Amendment to accounting date of Application
policy standard date for Group
-------------------------------------------------------------------------
No change to
accounting
IAS 1 Presentation policy,
revised/ of financial therefore, no
amended statements impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
Property, policy,
IAS 16 plant and therefore, no
amendment equipment impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
Finance costs
directly related
to non-current
IAS 23 Borrowing assets will be
amendment costs capitalised 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
Consolidated accounting
and separate policy,
IAS 27 financial therefore, no
amendment statements impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
Financial policy,
IAS 32 instruments: therefore, no
amendment Presentation impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
policy,
IAS 36 Impairment of therefore, no
amendment assets impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
policy,
IAS 39 Financial therefore, no
amendment instruments impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
Business
combinations/ No change to
consolidated accounting
and separate policy,
IFRS 3/IAS financial therefore, no
27 revised statements impact 1 July 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
First time policy,
IFRS 1 adoption of therefore, no
amended IFRS impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
policy,
IFRS 2 Share-based therefore, no
amended payment impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
Financial policy,
IFRS 7 instruments: therefore, no
revised Disclosures impact 1 January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
policy, Supersedes IAS
Operating therefore, no 14 from 1
IFRS 8 segments impact January 2009 1 August 2009
-------------------------------------------------------------------------
No change to
Hedges of a accounting
net investment policy,
in a foreign therefore, no
IFRIC 16 operation impact 1 October 2008 1 August 2009
-------------------------------------------------------------------------
No change to
Distribution accounting
of non-cash policy,
assets to therefore, no
IFRIC 17 owners impact 1 July 2009 1 August 2009
-------------------------------------------------------------------------
No change to
accounting
Transfers of policy,
assets from therefore, no
IFRIC 18 customers impact 1 July 2009 1 August 2009
-------------------------------------------------------------------------
/T/
International Financial Reporting Standards that have recently been issued or amended but are not yet effective
have not been adopted for the reporting period ended 31 October 2009:
/T/
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No change to
accounting
policy,
IAS 17 therefore, no
amendment Leases impact 1 January 2010 1 August 2010
------------------------------------------------------------------------
No change to
accounting
policy,
IAS 7 Statement of therefore, no
amendment cash flows impact 1 January 2010 1 August 2010
------------------------------------------------------------------------
Financial No change to
instruments - accounting
classification policy,
and therefore, no
IFRS 9 measurement impact 1 January 2013 1 August 2013
------------------------------------------------------------------------
/T/
Management have reviewed the impact of the above standards and have concluded that they will not result in any
material changes to reported results.
Outstanding Share Data
As at the date of this MD&A the following securities are outstanding:
/T/
Ordinary Shares 86,885,000
Compensation
options 478,200
Options 3,313,000
---------------
Total 90,676,200
---------------
/T/
Further information
Additional information relating to the Group is on SEDAR at www.sedar.com and on the Group's web site at
www.ramblermines.com.
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
FOR THE THREE MONTHS ENDED 31 OCTOBER 2009
The accompanying financial information for the three months ended 31 October 2009 and 31 October 2008 have not
been reviewed or audited by the Group's auditors and has an effective date of 7 December 2009.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
/T/
Three months ended
31/10/09 31/10/08
Pounds Sterling Pounds Sterling
Administrative expenses 275,476 233,158
Exploration expenses 4,438 -
--------------------------------------------
Operating loss (279,914) (233,158)
--------------------------------------------
Bank interest receivable 406 29,209
Finance lease interest payable ( 9,738) ( 8,593)
--------------------------------------------
( 9,332) 20,616
--------------------------------------------
Loss before tax (289,246) (212,542)
Taxation - -
--------------------------------------------
Loss after tax for the period (289,246) (212,542)
--------------------------------------------
Other comprehensive income:
Exchange differences on
translating foreign operations 114,452 325,633
--------------------------------------------
Other comprehensive income for
the period (net of tax) 114,452 325,633
--------------------------------------------
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD (174,794) 113,091
--------------------------------------------
--------------------------------------------
Basic and diluted loss
per ordinary share (0.46)p (0.36)p
--------------------------------------------
/T/
The accompanying notes are an integral part of these consolidated financial statements
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
/T/
Share Share Accumulated Translation Merger Total
Capital Premium losses reserve reserve equity
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Balance
at 1
August
2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601
Changes
in
equity
for the
year
Total
compre-
hensive
income
for the
year - - (1,073,929) 2,444,100 - 1,370,171
Share-
based
pay-
ments - - 138,836 - - 138,836
---------------------------------------------------------------------
Balance
at 31
July
2009 593,850 18,699,659 (2,360,555) 3,188,654 120,000 20,241,608
Changes
in
equity
for the
three
months
Total
compre-
hensive
income
for the
period - - (289,246) 114,452 - (174,794)
Share
issues 275,000 5,225,000 - - - 5,500,000
Cost of
share
issues - (358,837) - - - (358,837)
Share-
based
pay-
ments - - 32,819 - - 32,819
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Balance
at 31
October
2009 868,850 23,565,822 (2,616,982) 3,303,106 120,000 25,240,796
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/T/
The accompanying notes are an integral part of these consolidated financial statements.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
/T/
31/10/09 31/07/09
Unaudited Audited
Pounds Sterling Pounds Sterling
ASSETS
Property, plant and equipment 2,008,894 2,254,506
Deferred exploration costs 18,343,438 17,611,282
Long term receivable 1,974,846 -
--------------------------------
Total non-current assets 22,327,178 19,865,788
--------------------------------
Other receivables 119,869 76,646
Cash and cash equivalents 3,747,965 1,168,727
--------------------------------
Total current assets 3,867,834 1,245,373
--------------------------------
Total assets 26,195,012 21,111,161
--------------------------------
--------------------------------
EQUITY
Issued share capital 868,850 593,850
Share premium account 23,565,822 18,699,659
Merger reserve 120,000 120,000
Translation reserve 3,303,106 3,188,654
Accumulated losses (2,616,982) (2,360,555)
--------------------------------
Total equity 25,240,796 20,241,608
--------------------------------
LIABILITIES
Interest bearing loans
and borrowings 410,558 459,920
--------------------------------
Total non-current liabilities 410,558 459,920
--------------------------------
Interest bearing loans
and borrowings 185,190 147,037
Trade and other payables 358,468 262,596
--------------------------------
Total current liabilities 543,658 409,633
--------------------------------
Total liabilities 954,216 869,553
--------------------------------
Total equity and liabilities 26,195,012 21,111,161
--------------------------------
--------------------------------
/T/
The accompanying notes are an integral part of these consolidated financial statements.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
/T/
Three months ended
31/10/09 31/10/08
Pounds Sterling Pounds Sterling
Cash flows from operating activities
Operating loss (279,914) (233,158)
Depreciation 21,730 1,919
Share-based payments 31,019 23,561
(Increase)/decrease in receivables (43,223) 28,472
Increase/(decrease) in payables 28,974 (109,751)
-----------------------------------
Cash utilised in operations (241,414) (288,957)
Interest paid (9,738) (8,593)
-----------------------------------
Net cash used for operating activities (251,152) (297,550)
-----------------------------------
Cash flows from investing activities
Interest received 406 30,978
Acquisition of evaluation and
exploration assets (285,238) (1,158,375)
Acquisition of property, plant and
equipment (18,284) (268,660)
Prepayment for acquisition of property,
plant and equipment (1,974,846) -
-----------------------------------
Net cash from investing activities (2,277,962) (1,396,057)
-----------------------------------
Cash flows from financing activities
Proceeds from the issue of share capital 5,500,000 -
Payment of share issue expenses (328,123) -
Proceeds from issue of share options 1,800 -
Capital element of finance lease
payments (16,271) (32,349)
-----------------------------------
Net cash from financing activities 5,157,406 (32,349)
-----------------------------------
Net increase/(decrease) in cash
and cash equivalents 2,628,292 (1,725,956)
Cash and cash equivalents at
beginning of period 1,168,727 5,107,509
Effect of exchange rate fluctuations
on cash held (49,054) 73,055
-----------------------------------
Cash and cash equivalents at
end of period 3,747,965 3,454,608
-----------------------------------
-----------------------------------
/T/
The accompanying notes are an integral part of these consolidated financial statements.
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 NATURE OF OPERATIONS AND GOING CONCERN
The principal activity of Rambler Metals and Mining plc (the "parent company") and its subsidiaries (the
"Group" or "Rambler") is carrying out development and exploration on the Ming Mine copper and gold property in
Baie Verte, Newfoundland, Canada.
The accounting policies and methods of computation used in the preparation of the unaudited consolidated
financial information are the same as those described in the Company's audited consolidated financial
statements and notes thereto for the year ended 31 July 2009 and are consistent with the principles of
International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International
Accounting Standards Board ("IASB"), as those adopted by the European Union and with IFRSs and their
interpretations adopted by the International Accounting Standards Board (IASB). In the opinion of management,
the accompanying interim financial information includes all adjustments considered necessary for fair and
consistent presentation of financial statements. These interim consolidated financial statements should be read
in conjunction with the Group's audited financial statements and notes for the year ended 31 July 2009. This
interim consolidated financial information has been prepared on the basis of a going concern, which
contemplates the realisation of assets and settlement of liabilities in the normal course of business as they
fall due.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is
dependent on the copper price, its ability to fund its development and exploration programs, and to manage and
generate positive cash flows from operations in the future. These financial statements do not reflect the
adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. The Directors and management are currently evaluating a number of debt
financing proposals in order to finance the project through into production. The Directors are confident the
Company has sufficient funds to maintain ongoing operations for the forthcoming 12 months and therefore have
concluded that the Group is a going concern.
The financial information for the twelve months ended 31 July 2009 has been derived from the Group's audited
financial statements for the period as filed with the Registrar of Companies. It does not constitute the
financial statements for that period. The auditors' report on the statutory financial statements for the year
ended 31 July 2009 was unqualified and did not contain any statement under Section 498(2) or (3) of the
Companies Act 2006. An emphasis of matter paragraph was included in the audit report regarding the availability
of project finance and going concern.
2 PROPERTY, PLANT AND EQUIPMENT
/T/
Land and Plant and Other
Buildings Equipment Assets Total
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cost
Balance at 1
August 2008 474,535 2,768,527 238,489 3,481,551
Additions 37,313 212,444 174,707 424,464
Disposals - - (77,479) (77,479)
Effect of
movements in
foreign exchange 66,326 386,609 38,137 491,072
--------------------------------------------------------
Balance at 31 July
2009 578,174 3,367,580 373,854 4,319,608
--------------------------------------------------------
Balance at 1
August 2009 578,174 3,367,580 373,854 4,319,608
Additions 17,231 562 - 17,793
Effect of
movements in
foreign exchange 4,959 28,466 3,129 36,554
--------------------------------------------------------
Balance at 31
October 2009 600,364 3,396,608 376,983 4,373,955
--------------------------------------------------------
Depreciation
Balance at 1
August 2008 125,853 668,906 65,425 860,184
Depreciation
charge for period 141,000 823,023 83,348 1,047,371
On disposals - - (26,448) (26,448)
Effect of
movements in
foreign exchange 26,408 145,300 12,287 183,995
--------------------------------------------------------
Balance at 31 July
2009 293,261 1,637,229 134,612 2,065,102
--------------------------------------------------------
Balance at 1
August 2009 293,261 1,637,229 134,612 2,065,102
Depreciation
charge for period 37,710 216,262 27,369 281,341
Effect of
movements in
foreign exchange 2,638 14,753 1,227 18,618
--------------------------------------------------------
Balance at 31
October 2009 333,609 1,868,244 163,208 2,365,061
--------------------------------------------------------
Carrying amounts
At 1 August 2008 223,277 1,805,891 107,918 2,137,086
--------------------------------------------------------
--------------------------------------------------------
At 31 July 2009 348,682 2,099,621 173,064 2,621,367
--------------------------------------------------------
--------------------------------------------------------
At 31 October 2009 266,755 1,528,364 213,775 2,008,894
--------------------------------------------------------
--------------------------------------------------------
/T/
RAMBLER METALS AND MINING PLC
3 EXPLORATION AND EVALUATION COSTS
/T/
Total Pounds Sterling
Cost
Balance at 1 August 2008 12,125,573
Additions 3,612,120
Effect of movements in foreign
exchange 1,873,589
---------------------
Balance at 31 July 2009 17,611,282
---------------------
Balance at 1 August 2009 17,611,282
Additions 580,845
Effect of movements in foreign
exchange 151,311
---------------------
Balance at 31 October 2009 18,343,438
---------------------
Carrying amounts
At 1 August 2008 12,125,573
---------------------
---------------------
At 31 July 2009 17,611,282
---------------------
---------------------
At 31 October 2009 18,343,438
---------------------
---------------------
/T/
4 LONG TERM RECEIVABLE
The long term receivable of Pounds Sterling 1,974,846 (CAD $3,500,000 equivalent) relates to the payment for
the acquisition of the Nugget Pond Facility which was acquired subject to a lease back to its former owners
until 30 June 2010. At the point of entering into a contract with Crew Gold (Canada) Ltd. ('Crew') there was no
transfer of the risk and rewards of ownership to the Company since Crew will continue using the asset with
minimum impact on their operations until the expiry of the lease. This long term receivable will be capitalized
under plant and equipment upon expiry of the lease when the Company takes full control of the Nugget Pond
Facility. During the lease period no depreciation will be charged to the Statement of Comprehensive Income.
5 RELATED PARTY TRANSACTIONS
The parent company has a related party relationship with its subsidiary, and with its Directors and executive
officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc
("Altius"), a 14% shareholder in the parent company.
A total of Pounds Sterling 59,947 (2008: Pounds Sterling 64,393) was payable to key management personnel during
the quarter including share-based payments of Pounds Sterling 10,034 (2008: Pounds Sterling 12,014)
Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2009 for the
consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2008: Pounds Sterling
3,300). At 31 October 2009 the company owed Pounds Sterling 20,900 (31 July 2009: Pounds Sterling 17,600) to
Altius in respect of these fees.
Directors' fees of Pounds Sterling 38,467 remained outstanding at 31 October 2009 (31 July 2009: Pounds
Sterling 29,767)
6 SHARE BASED PAYMENTS
Rambler Metals and Mining PLC has established a share option scheme with the purpose of motivating and
retaining qualified management and to ensure common goals for management and the shareholders. For options
granted the vesting period is generally up to three years. If the options remain unexercised after a period of
10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves
the Group.
As at 31 October 2009, ordinary share options held by employees were as follows:
/T/
Weighted
average
Outstanding remaining Exercisable
number of contractual number of
Options life options
Exercise price
32p 100,000 6.60 100,000
42.5p 335,000 7.10 335,000
55p 524,000 8.03 314,671
48p 131,000 8.65 43,668
27p 150,000 8.80 100,000
10p 1,971,000 9.03 -
-----------------------------------------
3,211,000 8.58 893,339
-----------------------------------------
/T/
During the periods ended 31 October 2009 and 2008, director and employee stock options were granted, exercised
and cancelled as follows:
/T/
Weighted average
exercise price Options
At 1 August 2008 27.0p 1,245,000
Granted 10.0p 1,971,000
Exercised 46.0p (155,000)
-----------
At 31 July 2009 and 31
October 2009 23.7p 3,211,000
-----------
-----------
/T/
At 31 October 2009 the Company had a total of 3,313,000 share options in issue. These may have a dilutive
effect on the basic earnings or loss per share in the future.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals & Mining Plc
George Ogilvie
President & CEO
+1 (709) 532 4990
OR
Rambler Metals & Mining Plc
Leslie Little
Company Secretary
+44 (0) 14-8341-9942
OR
Seymour Pierce Limited
Nandita Sahgal
+44 (0)20 7107 8000
OR
Pelham Public Relations
Chelsea Hayes
+44 (0)20 7337 1523
OR
Pelham Public Relations
Klara Kaczmarek
+44 (0) 20-7337-1524
OR
Ocean Equities Limited
Guy Wilkes
+44 (0) 20 786 4370
"Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release."
-0-
Rambler Metals & Mining Plc