Rambler Metals & Mining Plc
TSX VENTURE : RAB
AIM : RMM

Rambler Metals & Mining Plc

December 08, 2009 09:30 ET

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:

  • 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.

Financial Highlights:

  • 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.

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:

  • 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.

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.


Selected Financial Information
All amounts in Pounds Sterling , except shares and per share figures
3 months
ended
31 October
2009
3 months
ended
31 October
2008
Revenue
Administrative Expenses
Exploration expenses
Bank Interest Receivable
Net (loss)
Loss per share in pence (basic and diluted)
Cash Flow (used) for operating activities
Cash Flow (used) for investing activities
Cash Flow from/(used for) financing activities
Net increase/(decrease) in cash
Cash & Cash Equivalents at end of period
Total Assets
Long term receivable
Total Liabilities
Working Capital
Weighted average number of shares outstanding
-
275,476
4,438
406
(289,246)
(0.46p)
(251,152)
(2,277,962)
5,157,406
2,628,292
3,747,965
26,195,012
1,974,846
954,216
3,324,176
62,374,1311
-
233,158
-
29,209
(212,542)
(0.36p)
(297,550)
(1,396,057)
(32,349)
(1,725,956)
3,454,608
19,897,224
-
1,027,969
3,041,078
59,385,000

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).

Fiscal 2010 4th Quarter3rd Quarter2nd Quarter1st 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) 

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:

  • 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.

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.

 Equity
 31 October 200931 July 2009
 Pounds Sterling Pounds Sterling
10% weakening of Canadian Dollar(2,043,759)(2,029,441)
10% strengthening of Canadian Dollar2,248,1352,254,933

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:

At 31 October 2009
Currency
Fixed Rate AssetsFloating Rate AssetsTotal
British Pound-2,849,7932,849,793
Canadian Dollars422,329475,843898,172
Total422,3293,325,6363,747,965
    
At 31 July 2009
Currency
Fixed Rate AssetsFloating Rate AssetsTotal
British Pound-22,74622,746
Canadian Dollars951,171194,8101,145,981
Total951,171217,5561,168,727

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:

All commitments in Canadian Dollars $
   
Pumps 23,000
   
TOTAL 23,000

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:

IFRS /
Amendment
Title Nature of change to accounting policy Application
date of standard
Application
date for Group
IAS 1 revised/
amended
Presentation of financial statements No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IAS 16 amendmentProperty, plant and equipment No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IAS 23 amendmentBorrowing costs Finance costs directly related to non-current assets will be capitalised 1 January 20091 August 2009
IAS 27 amendmentConsolidated and separate financial statements No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IAS 32 amendmentFinancial instruments: Presentation No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IAS 36 amendmentImpairment of assets No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IAS 39 amendmentFinancial instruments No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IFRS 3/IAS 27 revisedBusiness combinations/
consolidated and separate financial statements
 No change to accounting policy, therefore, no impact 1 July 20091 August 2009
IFRS 1 amendedFirst time adoption of IFRS No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IFRS 2 amendedShare-based payment No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IFRS 7 revisedFinancial instruments: Disclosures No change to accounting policy, therefore, no impact 1 January 20091 August 2009
IFRS 8Operating segments No change to accounting policy, therefore, no impact Supersedes IAS 14 from 1 January 20091 August 2009
IFRIC 16Hedges of a net investment in a foreign operation No change to accounting policy, therefore, no impact 1 October 20081 August 2009
IFRIC 17Distribution of non-cash assets to owners No change to accounting policy, therefore, no impact 1 July 20091 August 2009
IFRIC 18Transfers of assets from customers No change to accounting policy, therefore, no impact 1 July 20091 August 2009

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:

IAS 17 amendmentLeases  No change to accounting policy, therefore, no impact 1 January 20101 August 2010
IAS 7 amendmentStatement of cash flows  No change to accounting policy, therefore, no impact 1 January 20101 August 2010
IFRS 9Financial instruments – classification and measurement No change to accounting policy, therefore, no impact 1 January 20131 August 2013

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:

Ordinary Shares 86,885,000
Compensation options 478,200
Options  3,313,000
Total 90,676,200

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)

 Three months ended
 31/10/0931/10/08
 Pounds SterlingPounds Sterling
   
Administrative expenses275,476233,158
Exploration expenses4,438-
Operating loss(279,914)(233,158)
   
Bank interest receivable40629,209
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 operations114,452325,633
   
Other comprehensive income for the period (net of tax)114,452325,633
   
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD(174,794)113,091
   
Basic and diluted loss  
per ordinary share(0.46)p(0.36)p

The accompanying notes are an integral part of these consolidated financial statements

RAMBLER METALS AND MINING PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

 ShareShare Accumulated TranslationMergerTotal
 CapitalPremium losses reservereserveequity
 Pounds SterlingPounds Sterling Pounds Sterling Pounds SterlingPounds SterlingPounds Sterling
Balance at 1 August 2008593,85018,699,659 (1,425,462) 744,554120,00018,732,601
         
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 2009593,85018,699,659 (2,360,555) 3,188,654120,00020,241,608
         
Changes in equity for the         
three months        
Total compre-
hensive income
        
for the period-- (289,246) 114,452-(174,794)
Share issues275,0005,225,000 - --5,500,000
Cost of share issues-(358,837) - --(358,837)
Share-
based
pay-
ments
-- 32,819 --32,819
Balance at 31 October 2009868,85023,565,822 (2,616,982) 3,303,106120,00025,240,796

The accompanying notes are an integral part of these consolidated financial statements.

RAMBLER METALS AND MINING PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 31/10/09 31/07/09
 Unaudited Audited
 Pounds Sterling Pounds Sterling
    
ASSETS   
Property, plant and equipment2,008,894 2,254,506
Deferred exploration costs18,343,438 17,611,282
Long term receivable1,974,846  -
Total non-current assets22,327,178 19,865,788
    
Other receivables119,869 76,646
Cash and cash equivalents3,747,965 1,168,727
Total current assets3,867,834 1,245,373
    
Total assets26,195,012 21,111,161
    
EQUITY   
Issued share capital868,850 593,850
Share premium account23,565,822 18,699,659
Merger reserve120,000 120,000
Translation reserve3,303,106 3,188,654
Accumulated losses(2,616,982)  (2,360,555)
Total equity25,240,796 20,241,608
    
LIABILITIES   
Interest bearing loans    
and borrowings410,558 459,920
Total non-current liabilities410,558 459,920
Interest bearing loans    
and borrowings185,190 147,037
Trade and other payables358,468  262,596
Total current liabilities543,658 409,633
Total liabilities 954,216  869,553
Total equity and liabilities26,195,012 21,111,161

The accompanying notes are an integral part of these consolidated financial statements.

RAMBLER METALS AND MINING PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 Three months ended
 31/10/09 31/10/08
 Pounds Sterling Pounds Sterling
    
Cash flows from operating activities   
Operating loss(279,914) (233,158)
Depreciation21,730 1,919
Share-based payments31,019 23,561
(Increase)/decrease in receivables(43,223) 28,472
Increase/(decrease) in payables28,974  (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 received406 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 capital5,500,000 -
Payment of share issue expenses(328,123) -
Proceeds from issue of share options1,800 -
Capital element of finance lease    
payments (16,271) (32,349)
Net cash from financing activities5,157,406 (32,349)
    
Net increase/(decrease) in cash    
and cash equivalents2,628,292 (1,725,956)
Cash and cash equivalents at    
beginning of period1,168,727 5,107,509
Effect of exchange rate fluctuations    
on cash held (49,054) 73,055
Cash and cash equivalents at    
end of period3,747,965 3,454,608

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

 Land andPlant andOther 
 BuildingsEquipmentAssetsTotal
 Pounds SterlingPounds SterlingPounds SterlingPounds Sterling
Cost    
Balance at 1 August 2008474,5352,768,527238,4893,481,551
Additions37,313212,444174,707424,464
Disposals--(77,479)(77,479)
Effect of movements in foreign exchange66,326386,60938,137491,072
Balance at 31 July 2009578,1743,367,580373,8544,319,608
Balance at 1 August 2009578,1743,367,580373,8544,319,608
Additions17,231562-17,793
Effect of movements in foreign exchange 4,959 28,466 3,12936,554
Balance at 31 October 2009600,3643,396,608376,9834,373,955
     
Depreciation    
Balance at 1 August 2008125,853668,90665,425860,184
Depreciation charge for period141,000823,02383,3481,047,371
On disposals--(26,448)(26,448)
Effect of movements in foreign exchange 26,408 145,300 12,287183,995
Balance at 31 July 2009293,2611,637,229134,6122,065,102
     
Balance at 1 August 2009293,2611,637,229134,6122,065,102
Depreciation charge for period37,710216,26227,369281,341
Effect of movements in foreign exchange 2,63814,753 1,22718,618
Balance at 31 October 2009333,6091,868,244163,2082,365,061
Carrying amounts    
At 1 August 2008223,2771,805,891107,9182,137,086
At 31 July 2009348,6822,099,621173,0642,621,367
     
At 31 October 2009266,7551,528,364213,7752,008,894

RAMBLER METALS AND MINING PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3 EXPLORATION AND EVALUATION COSTS

  
 Total Pounds Sterling
 
Cost 
Balance at 1 August 200812,125,573
Additions3,612,120
Effect of movements in foreign exchange1,873,589
Balance at 31 July 200917,611,282
  
Balance at 1 August 200917,611,282
Additions580,845
Effect of movements in foreign exchange151,311
Balance at 31 October 200918,343,438
  
Carrying amounts 
At 1 August 200812,125,573
  
At 31 July 200917,611,282
  
At 31 October 200918,343,438

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:

 Outstanding
number of
Options
 Weighted
average
remaining
  contractual
life
 Exercisable
number of
options
 
Exercise price
     
32p100,0006.60 100,000
42.5p335,0007.10 335,000
55p524,0008.03 314,671
48p131,0008.65 43,668
27p150,0008.80 100,000
10p1,971,0009.03 -
 3,211,0008.58 893,339

During the periods ended 31 October 2009 and 2008, director and employee stock options were granted, exercised and cancelled as follows:         

 Weighted average  
 exercise price Options
    
At 1 August 200827.0p 1,245,000
Granted10.0p 1,971,000
Exercised46.0p (155,000)
At 31 July 2009 and 31 October 200923.7p 3,211,000

 

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.

"Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release."

Contact Information

  • 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