LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND and LABRADOR--(Marketwire - March 19, 2012) - Rambler Metals and Mining Plc (TSX VENTURE:RAB)(AIM:RMM) ('Rambler' or the 'Company') is pleased to announce, further to the announcement of 6 March 2012, the completion of the offer from Tinma International Ltd ('Tinma'), a wholly-owned subsidiary of a China-based investor, to become a strategic shareholder in Rambler by way of a non-brokered private placement of 10,403,980 ordinary shares (the 'Subscription Shares') at a placing price of Can$0.44 (approximately 0.28 pence) per ordinary share (collectively, the 'Subscription').
The listing of the Subscription Shares on the TSX Venture Exchange (the 'Exchange') has been approved by the Exchange and the Admission of the Subscription Shares to trading on AIM has taken place today. Pursuant to the requirements of the Exchange, the Subscription Shares are subject to a hold period until July 20, 2012 in respect of trades in Canada or trades to or for the benefit of a Canadian resident.
In connection with the Subscription, and as previously announced, the Company has granted to Tinma a right of first refusal to participate in all subsequent equity fundraisings so as to enable Tinma to increase its shareholding in the Company to not more than 19.9 per cent of the issued share capital of the Company, and thereafter to maintain its percentage shareholding for so long as it holds at least 10 per cent of the issued share capital of the Company. As well, Tinma has been granted the right to nominate one director to the Rambler board of directors for such time as Tinma controls (directly or indirectly) at least 9.9 per cent of the Company's issued share capital, and will have the right to nominate a second member of the board for such time as Tinma controls (directly or indirectly) at least 15 per cent of the Company's issued share capital. An announcement will be made in due course regarding Tinma's director representative.
For the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital at the date of this notice consists of 135,242,228 ordinary shares of 1 penny each.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine their interest if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.
Following the issue of Subscription Shares, Tinma has an interest in 13,388,980 shares representing approximately 9.9 per cent of the issued share capital of Rambler.
Further details can be found in the announcement of 6 March 2012.
Caution Regarding Forward Looking Statements:
Certain information included in this press release may constitute "forward-looking statements" as defined in applicable securities laws. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, interpretation and implications of drilling and geophysical results; estimates regarding timing of future capital expenditures and costs towards profitable commercial operations. Other factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, increases/decreases in production; volatility in metals prices and demand; currency fluctuations; cash operating margins; cash operating cost per pound sold; costs per ton of ore; variances in ore grade or recovery rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate acquired assets; operational risks inherent in mining or development activities and legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals and environmental protection. Accordingly, undue reliance should not be placed on forward-looking statements and forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law.
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.