Rambler Metals & Mining Plc

Rambler Metals & Mining Plc

September 25, 2009 13:30 ET


25 September 2009
                                      RAMBLER NOTICE OF EGM CIRCULAR

London, England & Baie Verte, Newfoundland and Labrador - Rambler Metals and Mining plc ('Rambler')  (TSXV:
RAB,  AIM:  RMM)  is pleased to announce that following the announcement on 9 September  it  has  posted  a
circular to shareholders today convening an extraordinary general meeting of the Company on 11.00  a.m.  on
20 October 2009.

The  Company  announced  on  9 September 2009 that it had signed an acquisition agreement  with  Crew  Gold
Corporation  for  the acquisition of the Nugget Pond gold processing facility, located on  the  Baie  Verte
Peninsula in Newfoundland approximately 40km from Rambler's Ming Mine, for a total consideration  of  C$3.5
million  (the "Acquisition Agreement").  This acquisition will accelerate the Company towards its  goal  of
producing gold and copper from the Rambler deposit using the Nugget Pond Mill which is fully permitted  and
will  be  retro-fitted to process Rambler ore starting June 2010.  The purchase price needs to be  paid  to
Crew Gold Corporation by 9 December 2009.

The  Company  is  currently  considering various options to raise the funds to  satisfy  the  consideration
payable  under  the  Acquisition Agreement, including the issue of equity through  a  placing  of  ordinary
shares.   While it is expected that "insiders" of the Company may participate in any such placing,  no  new
"control person" (as defined in applicable securities laws and stock exchange rules) is expected to result.
The  Board is seeking shareholders' approval to allow the Company, inter alia, to undertake such a  placing
on a non-pre-emptive basis.

The  Board  is also seeking to amend its Articles of Association in order to take advantage and account  of
the provisions of the Companies Act 2006 (the "2006 Act").

Reasons for calling the Extraordinary General Meeting

Section 80 of the Companies Act 1985 (the "1985 Act") prohibits directors from allotting any shares in  the
Company  without  prior  authority from shareholders. Section 89 of the 1985 Act gives  holders  of  equity
securities certain rights of pre-emption on the issue for cash of new equity securities.

The  section  80  authority granted to the directors by shareholders at the annual general meeting  of  the
Company  held on 3 December 2008 permits the directors to allot equity securities in the Company up  to  an
aggregate nominal amount of £197,950.00, being 19,795,000 ordinary shares. The section 89 authority granted
at  the  same  meeting permits the directors to allot shares in respect of issues by way of rights  (except
where  difficulties arise in offering shares to certain overseas shareholders and in relation to fractional
entitlements)  and  allotments  (other than in respect of rights issues) of  equity  securities  having  an
aggregate  nominal  amount  not  exceeding £59,385.00 (being 5,938,500  ordinary  shares  and  representing
approximately 10 per cent. of the issued share capital of the Company as at the date of the annual  general

In  order  to allow the directors flexibility in seeking finance, the Directors wish to seek an  additional
section  551 authority under the 2006 Act (which replaces section 80 authority under the 1985  Act  from  1
October  2009) in respect of £593,850.00, representing 59,385,000 ordinary shares, i.e. 100% of the current
issued  ordinary  share capital and a section 561 authority under the 2006 Act (which replaces  section  89
authority under the 1985 Act from 1 October 2009) for the same amount. Full use of such authorities by  the
Company  would  lead  to  100% dilution of all shareholders not taking further ordinary  shares.   Ordinary
shares  may be issued (subject to applicable stock exchange rules) at a significant discount to the  market
price  of such ordinary shares at the time of issue. The authorities sought will expire at the end  of  the
Company's annual general meeting to be held in 2009.

In addition, the directors believe that it is in the best interests of the Company to take advantage of the
provisions of the 2006 Act, particularly in relation to electronic communications, retirement of  directors
and  directors' duties in relation to conflicts of interests, and therefore recommend the adoption  of  new
Articles of Association, full details of which are contained in the Notice to shareholders.

The  circular  to  shareholders  has  been  posted today and is  available  on  the  Company's  website  at

For further information, please contact:

George Ogilvie, P.Eng.                       Leslie Little
President and CEO                            Company Secretary
Rambler Metals and Mining                    Rambler Metals & Mining Plc
Canada Limited                               Tel No: +44 (0) 20-7661-8104
Tel No: 709-532-4990
Nandita Sahgal                               Chelsea Hayes/Klara Kaczmarek
Seymour Pierce Limited                       Pelham Public Relations
Tel No: +44 (0) 20-7107 8000                 Tel No: +44 (0) 20-7337-1523 /20-7337-1524
Website: www.ramblermines.com
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release.

About the Company

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 Rambler Property  a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.

   London, England: Muscott House    6a Meadrow    Godalming, Surrey    GU7 3HL    T.+44(0) 1483 419942
   F.+44(0) 1483- 429255  www.ramblermines.com AIM:RMM; TSXV:RAB

Contact Information

  • Rambler Metals & Mining Plc