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

Rambler Metals & Mining Plc

September 30, 2011 02:00 ET

Rambler Enters Into Credit Facility With Sprott Resource Lending Partnership

LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Sept. 30, 2011) - Rambler Metals and Mining plc (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or "the Company") is pleased to announce that its operating subsidiary Rambler Metals and Mining Canada Limited, as borrower, has obtained a secured credit facility (the "Credit Facility") from Sprott Resource Lending Partnership ("Sprott").

The Credit Facility is for a principal amount of up to $10 million in either Canadian or US dollars at the option of the Company. Amounts drawn under the Credit Facility will be secured against all assets of Rambler's operating subsidiary, pursuant to the terms of a demand debenture and a security agreement in favour of Sprott, and guaranteed by the Company. Funds borrowed under the Credit Facility will be used for working capital requirements along with the development and construction of Rambler's Ming Mine located in Baie Verte, Newfoundland.

The Credit Facility provides for an initial drawdown of $5 million which will and must be drawn within 30 days of execution of the agreement. A second draw of up to $5 million is available through to August 2012. Each drawdown under the Credit Facility is subject to satisfaction of customary conditions for a secured credit facility, including no material adverse change in Rambler's and the borrower's ability to perform their obligations under the Credit Facility, and, in the case of the second draw, subject to a satisfactory site visit and the review of Rambler's off take agreement and then current financial forecasts by Sprott. Funds drawn under the Credit Facility are repayable by March 29, 2013 and accrue interest at a fixed rate of 9.25% per annum. As at 29 September 2011, and before the initial draw down under the Credit Facility, the Company has C$ 6.0 M in cash.

In connection with the Credit Facility, a Structuring Fee of C$100,000 and a 3% Commitment Fee of C$300,000 have been paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company is entitled, and intends to, issue C$300,000 of ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") to Sprott in exchange for the repayment of the previously paid cash Commitment Fee. As a consequence 643,227 Ordinary Shares (the "Commitment Fee Shares") have been conditionally allotted to Sprott at $C0.466398 per share, being the 10 day weighted average closing price of the Ordinary Shares on the TSX Venture Exchange on September 28, 2011, the day prior to the date of the Credit Facility. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility is to be satisfied by the issue of Ordinary Shares by the Company at a price per share equal to the 10 day weighted average closing price of the Ordinary Shares on the TSX Venture Exchange on the day prior to the applicable drawdown. The maximum number of Ordinary Shares issuable pursuant to the Credit Facility will in no circumstances exceed 2.75 million Ordinary Shares. All Ordinary Shares issued in satisfaction of the Commitment Fee and Drawdown Fees will be subject to a 4 month hold period in accordance with applicable Canadian securities laws.

The secured Credit Facility and the application to list the Commitment Fee Shares and Drawdown Fee shares have been accepted by the TSX Venture Exchange and application has been made to the London Stock Exchange for the Commitment Fee shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective on 5 October 2011. Following Admission the Company will have 123,980,005 Ordinary Shares in issue.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Rambler, under the Disclosure and Transparency Rules of the UK Listing Authority.

George Ogilvie, President and CEO commented:

"We are very pleased to be pursuing this business arrangement at this pivotal time in our Company as we prepare to enter the commissioning and start up phase of the Ming Mine project. We believe having a credit facility available for draw down during what can sometimes be difficult times for start- up companies to be a prudent decision. Further, in light of the volatility in the markets over recent weeks having a pre-arranged credit facility in place should provide our shareholders with confidence that the Company has financial resources to draw upon if need be. It also aligns the Company with a significant leading Canadian resource financier who is well respected in the market place and has significant financial resources."

Forward Looking Statement:

Some of the statements contained herein may be forward-looking statements, which involve known and unknown risks and uncertainties. Without limitation, statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. It is important to note that the Company's actual results could differ materially from those in such forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

Contact Information

  • Rambler Metals and Mining
    George Ogilvie, P.Eng.
    President and CEO
    709-800-1929 or 709-800-1921

    Rambler Metals & Mining Plc.
    Corporate Office
    +44 (0) 20 8652-2700
    +44 (0) 20 8652-2719 (FAX)
    www.ramblermines.com

    Seymour Pierce Limited
    Nandita Sahgal
    +44 (0) 20-7107-8000

    Seymour Pierce Limited
    Jeremy Stephenson
    +44 (0) 20-7107-8000

    Pelham Bell Pottinger
    Philippe Polman
    +44 (0) 20 7861 3921

    Ocean Equities Limited
    Guy Wilkes
    +44 (0) 20-7786-4370