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

Rambler Metals & Mining Plc

May 27, 2009 07:00 ET

Rambler Metals & Mining 3rd Quarter Results 2009 and Operations Update

LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - May 27, 2009) - Rambler Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its 3rd Quarter results for the three months ending 30 April 2009, along with an operations update. The principal activity of the Company is carrying out development and exploration on the Rambler Property, a mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.

Operational Highlights:

- On 26 February 2009 Rambler released an update to its NI43-101 compliant resource. which is estimated as:

-- Measured: 1,151,000 tonnes of ore @ 2.14% Cu, 2.40 g/t Au, 14.11 g/t Ag, 0.78% Zn

-- Indicated: 2,500,000 tonnes of ore @ 2.25% Cu, 0.9 g/t Au, 4.97 g/t Ag. 0.21% Zn

-- Inferred: 1,498,000 tonnes of ore @ 1.72% Cu, 2.05 g/t Au, 9.36 g/t Ag, 0.63% Zn

-- Total (Measured and Indicated): 3,651,000 tonnes of ore @ 2.21% Cu, 1.37 g/t Au, 7.86 g/t Ag, 0.39% Zn

The resource update was conducted using adjusted commodity price assumptions that better reflect the reality of the mining environment today. Importantly the resource update increased in the higher grade gold rich massive sulphides when compared to the previously issued resource issued in April 2008. This development improves the company's initial 5 year mining plan which is targets areas of higher grade mineralization until commodity prices improve allowing to then bulk mine the footwall deposit.

- The Underground Engineering Study is proceeding well and is now close to completion. This study by CSI Engineering incorporates a mine plan and schedule, a capital program including recommended equipment and cost estimates for the first five years of the mine where a high grade, low tonnage scenario is envisaged. This study will form the basis for the Business Plan and Economic Model to be used in any future fund raising by the Company.

- Thibault & Associates also completed a 'Class V' scoping study to evaluate alternatives and associated costs for on-site and off-site processing and tailings impoundments facilities

- Rambler is currently engaged in discussions with a number of third parties, with which it holds confidentiality agreements with, for the Project Financing.

Financial Highlights:

- Compared to the quarter ending 30 April 2008, net losses increased Pounds Sterling 43,391 to Pounds Sterling 273,148 and the loss per share increased from 0.45p to 0.46p. Losses were higher as administration expenses increased Pounds Sterling 28,278 to Pounds Sterling 267,154, mainly due to administrative staff costs which increased Pounds Sterling 64,437 to Pounds Sterling 118,358.

- Interest income was Pounds Sterling 16,753 lower at Pounds Sterling 2,580 as a result of lower cash balances and interest rate returns.

- There was a net decrease in cash of Pounds Sterling 402,496 in the quarter, compared to a net increase in cash of Pounds Sterling 3,835,837 during the quarter ended 30 April 2008 when there was a placing of 9,660,000 ordinary shares at 60p each. Cash flows used for investing activities reduced by Pounds Sterling 1,103,465 as a result of the cost reduction programme introduced earlier in the fiscal year which resulted in the suspension of underground drilling and pre-development work. This was offset by cash flows used for financing activities which decreased by Pounds Sterling 5,419,073 to a net outflow of Pounds Sterling 923 due to the placing mentioned above. Cash flows used for operating activities reduced by Pounds Sterling 77,246 substantially as a result of the reduction in cash operating losses and a lower sales tax rebates.

- Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs reduced by Pounds Sterling 682,566 to Pounds Sterling 21,357,326 during the quarter.

- Cash and cash equivalents at the end of the period was Pounds Sterling 1.8 million and this figure had fallen to Pounds Sterling 1.7 million as at 26 May 2009.

George Ogilvie, President and Chief Executive Officer, commented:

"Despite having scaled back operations to preserve working capital ahead of potential project development, Rambler is pleased to have updated the NI43-101 compliant resource which improves the initial 5 year mining plan which will target areas of higher grade mineralization.

"Management are currently evaluating a number of options for financing and are confident that the completion of the underground Engineering Study in June will further demonstrate the long term economic viability of the Project."

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 Rambler 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 SECOND 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 three and nine months ended 30 April 2009. This discussion should be read in conjunction with our audited financial statements for the year ended 31 July 2008 and the related notes thereto. These consolidated statements have been prepared in accordance with International Financial Reporting Standards (IFRS).

This MD&A, which has been prepared as of 26 May 2009, is intended to supplement and complement our audited consolidated financial statements and notes thereto for the year ended 31 July 2008 prepared in accordance with International Financial Reporting Standards (IFRS). The presentation currency is British Pounds.

OUR BUSINESS & OPERATIONS REVIEW

The parent company was incorporated as Fortress Metals and Mining plc on 14 April 2004 and changed its name to Rambler Metals and Mining plc on 17 March 2005. The parent company's Ordinary Shares were admitted for 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".

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.

Operational highlights during the quarter include:

- On 26 February 2009 the Company released an updated NI43-101 Resource Estimate which is estimated as:

-- Measured: 1,151,000 tonnes of ore @ 2.14% Cu, 2.40 g/t Au, 14.11 g/t Ag, 0.78% Zn

-- Indicated: 2,500,000 tonnes of ore @ 2.25% Cu, 0.9 g/t Au, 4.97 g/t Ag. 0.21% Zn

-- Inferred: 1,498,000 tonnes of ore @ 1.72% Cu, 2.05 g/t Au, 9.36 g/t Ag, 0.63% Zn

-- Total (measured and indicated) 3,651,000 tonnes of ore @ 2.21% Cu, 1.37 g/t Au, 7.86 g/t Ag, 0.39% Zn

The resource update was conducted using adjusted commodity price assumptions that better reflect the reality of the mining environment today. Importantly the resource update increased in the higher grade gold rich massive sulphides when compared to the previously issued resource issued in April 2008. This development improves the company's initial 5 year mining plan which is targets areas of higher grade mineralization until commodity prices improve allowing to then bulk mine the footwall deposit.

On 8 April 2009 the Company filed the accompanying NI43-101 Technical Report.

- Our Underground Engineering Study is proceeding well and is now close to completion. This study by CSI Engineering incorporates a mine plan and schedule, a capital program including recommended equipment and cost estimates for the first five years of the mine where a high grade, low tonnage scenario is envisaged. This study will form the basis for the Business Plan and Economic Model to be used in any future fund raising by the Company.

- Also during the quarter:

-- Thibault & Associates completed a 'Class V' scoping study to evaluate alternatives and associated costs for on-site and off-site processing and tailings impoundments facilities.

-- An evaluation was undertaken to consider options and associated costs relating to the shipment of concentrates.

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 3 months 3 months
All amounts in Pounds Sterling, except ended ended
shares and per share figures 30 April 30 April
2009 2008
------------------------------------------------------------------------
Revenue - -
Administrative Expenses 267,154 238,876
Bank Interest Receivable 2,580 19,333
Net (loss) (273,148) (229,757)
Loss per share in pence (basic and diluted) (0.46p) (0.45p)
Cash Flow (used) for operating activities (111,114) (188,360)
Cash Flow (used) for investing activities (290,459) (1,393,924)
Cash Flow (used) for financing activities (923) 5,418,150
Net (decrease) in cash (402,496) 3,835,837
Cash & Cash Equivalents at end of period 1,821,467 7,015,870
Total Assets 21,357,326 20,537,290
Total Liabilities 839,371 1,440,635
Working Capital 1,490,430 6,377,601
Weighted average number of shares
outstanding 59,385,000 51,335,000
------------------------------------------------------------------------


Review of quarter ending 30 April 2009

The Group's only source of income since incorporation has been bank deposit interest.

Compared to the quarter ending 30 April 2008, net losses increased Pounds Sterling 43,391 to Pounds Sterling 273,148 and the loss per share increased from 0.45p to 0.46p. Losses were higher as administration expenses increased Pounds Sterling 28,278 to Pounds Sterling 267,154. Administrative staff costs increased Pounds Sterling 64,437 to Pounds Sterling 118,358. These costs included the addition of two management positions in late fiscal 2008 and the first quarter of 2009, the Financial Controller and General Manager respectively and a Pounds Sterling 25,190 increase in the share-based payment charge. Legal and professional costs were Pounds Sterling 54,015 lower due to one-off legal fees associated with investigating if the Company could take advantage of 'flow-through' financing rules in Canada. Depreciation expense was also Pounds Sterling 20,204 higher due to an increase in the value of fixed assets. Interest income was Pounds Sterling 16,753 lower at Pounds Sterling 2,580 as a result of lower cash balances and interest rate returns.

Cash flows used for operating activities reduced by Pounds Sterling 77,246 substantially as a result of the reduction in cash operating losses and a lower sales tax rebates. Cash flows used for investing activities reduced by Pounds Sterling 1,103,465 as a result of the cost reduction programme introduced earlier in the fiscal year which resulted in the suspension of underground drilling and pre-development work. In addition, higher expenditures were incurred in the same period last fiscal year due to the increase in underground drilling as the mine dewatering process drew close to completion. Cash flows used for financing activities decreased by Pounds Sterling 5,419,073 to Pounds Sterling 923 reflecting the placing of 9,660,000 ordinary shares at 60p each during the quarter ended 30 April 2008.

Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs reduced by Pounds Sterling 682,566 to Pounds Sterling 21,357,326 during the quarter ended 30 April 2009. This decrease was due to an exchange loss of Pounds Sterling 273,148 and the loss for the quarter.

The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the second quarter of fiscal 2009 are consistent with the 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).

4th 1st
Fiscal 2009 Quarter 3rd Quarter 2nd Quarter Quarter
-----------
Revenue - - -
Net Loss (273,148) (332,879) (212,542)
Loss per share Basic &
diluted (in pence) (0.45) (0.56) (0.36)
Fiscal 2008
-----------
Revenue - - - -
Net Loss (131,375) (229,757) (236,078) (135,296)
Loss per share Basic &
diluted (in pence) (0.23) (0.45) (0.47) (0.27)
Fiscal 2007
-----------
Revenue -
Net Loss (87,557)
Loss per share-Basic &
diluted (in pence) (0.14)

The net loss for the last quarter of 2007 is stated in accordance with UK
GAAP.


Starting in the second quarter of Fiscal 2007, increasing administrative expenses associated with mine rehabilitation activities started driving up losses generally. Options were also granted during the second quarters of Fiscal 2007 and 2008 resulting in a share based payment expense. 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.

OUTLOOK

The Group will continue to focus on the technical requirements and in the near future management expects to:

- Complete the application for an Environmental License

- Initiate discussions around a possible project financing

- Finalise plans to resume pre-production development and construction as well as exploration

- Maintain our plan to bring the mine into production during 2010

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.

The majority of the Group's expenses are incurred in Canadian Dollars. The Group's principal exchange rate risk is therefore related to movements between the Canadian Dollar and the British Pound. The Group's cash resources are held in British Pounds and Canadian dollars. The Group has a downside risk to any strengthening of the Canadian Dollar as this would increase expenses in British Pound terms. Any weakening of the Canadian Dollar would however result in the reduction of expenses in British Pound terms and preserve cash resources. Additionally, any such movements would affect the Consolidated Balance Sheet when the net assets of the Canadian subsidiary are translated into British Pounds.

Cash balances in Canadian Dollars are kept under constant review and surplus funds are held on deposit on the most advantageous terms of deposit available up to three month's maximum duration. Floating rate financial assets comprise interest earning bank deposits at rates set by reference to the prevailing LIBOR or equivalent prime rate. Fixed rate financial assets are cash held on fixed term deposit.



Cash, short terms deposits and Canadian Government Treasury Bills
(expressed in British Pounds) were as follows:

------------------------------------------------------------
At 30 April 2009 Fixed Rate Floating Rate Total
Currency Assets Assets
------------------------------------------------------------
British Pound 50,000 7,174 57,174
------------------------------------------------------------
Canadian Dollars 1,280,665 483,628 1,764,293
------------------------------------------------------------
Total 1,330,665 490,802 1,821,467
------------------------------------------------------------


------------------------------------------------------------
At 30 April 2008 Fixed Rate Floating Rate Total
Currency Assets Assets
------------------------------------------------------------
British Pound 1,350,000 90,845 1,440,845
------------------------------------------------------------
Canadian Dollars 4,564,409 1,010,616 5,575,025
------------------------------------------------------------
Total 5,914,409 1,101,461 7,015,870
------------------------------------------------------------


The Group has entered into leases for mining and other equipment. At 30 April 2009, the Group has outstanding obligations, including interest, relating to these leases of Pounds Sterling 577,837. The Group also had an outstanding mortgage obligation of Pounds Sterling 20,698 at 30 April 2009.

The Group utilised Pounds Sterling 111,114 (2008: Pounds Sterling 188,360) to finance operating cash flows during the quarter. This reduction was primarily a result of the lower cash operating costs discussed above.

Cash outflows from investing activities decreased to Pounds Sterling 290,459 (2008: Pounds Sterling 1,393,924) as a result of a Pounds Sterling 1,018,366 reduction in evaluation and exploration expenditure and a reduction in expenditure on plant and equipment of Pounds Sterling 101,926 offset by a reduction in interest received of Pounds Sterling 16,827. Interest received reduced in line with lower interest rates and lower cash balances on deposit compared to the same quarter last year.

Cash outflows relating to financing activities increased to Pounds Sterling 923 (2008: Cash inflow Pounds Sterling 5,418,150) reflecting the net proceeds of Pounds Sterling 5,467,157 of the placing of 9,660,000 ordinary shares at 60p each during the quarter ended 30 April 2008 and a reduction of Pounds Sterling 46,780 in capital payments on finance leases which came to an end in previous periods and a payment holiday on two significant finance leases.

Cash at the end of the period was Pounds Sterling 1,821,467 and despite the turmoil in the world financial system, the directors are confident that some further cost reductions and sufficient finance can be raised to maintain operations for the coming twelve months.

At 26 May 2009, the Company has Pounds Sterling 1.7 million in cash.



Commitments

As at 30 April 2009 commitments included:

------------------------------------------------------------
All commitments in Canadian Dollars $
------------------------------------------------------------

------------------------------------------------------------
Surface & underground drill programmes 174,000
------------------------------------------------------------

------------------------------------------------------------
TOTAL 174,000
------------------------------------------------------------


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. Starting in January 2008, the Directors and management started taking an increasingly cautious approach to treasury management by investing surplus funds in Canadian Government Treasury Bills. Management reviews holdings and investments in these Treasury Bills on a quarterly basis and, as far as possible, aligns funds becoming available with operating cash requirements of the business. The directors are of the opinion that the Group has taken a very risk averse approach to management of cash resources and is closely monitoring events and associated risks on a continuous basis. There were no derivative instruments outstanding at 30 April 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 20% shareholder in the parent company.

A total of Pounds Sterling 65,987 (2008: Pounds Sterling 57,454) was paid to key management personnel during the quarter including share-based payments of Pounds Sterling 14,061 (2008: Pounds Sterling 4,926).

Consultancy fees were payable to Altius Minerals Corporation for the three months ended 30 April 2009 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (30 April 2008: Pounds Sterling 3,300). At 30 April 2009 the company owed Pounds Sterling 14,300 (31 July 2008: Pounds Sterling 4,400) to Altius in respect of these fees.

The following expenses reimbursements were payable to directors at 30 April 2009:

S Neamonitis Pounds Sterling nil (31 July 2008: Pounds Sterling 1,073)

B Hinchcliffe Pounds Sterling nil (31 July 2008, Pounds Sterling 1,313)

Going Concern

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 alternative ways of financing the project through to the production stage. These include various forms of debt financing, working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last resort, equity financing. Despite the turmoil in the world financial system, the directors are confident that some further cost reductions and sufficient finance can be raised to maintain operations for the coming twelve 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 resource estimates, future processing capacity, the forward market and longer term price estimates for Copper. 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 2008 and 2007 fiscal years, the parent company granted a number of individuals' employee stock options. 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.

International Financial Reporting Standards that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting period ended 31 July 2009:



---------------------------------------------------------------------------
IFRS Title Nature of Application Application
/Amendment change to date of date for
accounting standard Group
policy
---------------------------------------------------------------------------
IFRS 8 Operating segments No change to Supersedes 1 August
accounting policy, IAS 14 from 2009
therefore, no impact 1 January
2009
---------------------------------------------------------------------------
IAS 23 Borrowing costs Finance costs 1 January 1 August
amendment directly related to 2009 2009
non-current assets
will be capitalised
---------------------------------------------------------------------------
IFRS 3/ Business combinations/ No change to 1 July 2009 1 August
IAS 27 consolidated and accounting policy, 2009
revised seperate fiancial therefore, no
statements impact
---------------------------------------------------------------------------
IFRS 2 Share-based payment No change to 1 July 2009 1 August
amendment accounting policy, 2009
therefore, no
impact
---------------------------------------------------------------------------
IFRIC 16 Hedges of a net No change to 1 October 1 August
investment in a accounting policy, 2008 2009
foreign operation therefore, no
impact
---------------------------------------------------------------------------
IFRS 7 Financial No significant 1 January 1 August
amendment instruments: change to 2009 2009
Disclosures current disclosures
---------------------------------------------------------------------------
IAS 1 Presentation of No significant 1 January 1 August
amendment Financial statements change to 2009 2009
current disclosures
---------------------------------------------------------------------------


In addition to the above table there were a number of amendments to IFRS's made in April 2009 which will come into effect for accounting periods ended after 1 July 2009 and 1 January 2010.

Management have reviewed the impact of the above standards and have concluded that they will not result in any material changes to reported results.

IFRIC's 12 to 15 and 17 to 18 have been issued but in the opinion of the Directors are not relevant to the operations of the Group.



OUTSTANDING SHARE DATA

As at the date of this MD&A the following securities are outstanding:

Ordinary Shares 59,385,000

Warrants 4,675,000

Options 3,313,000

----------

Total 67,373,000

----------


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 AND NINE MONTHS ENDED 30 APRIL 2009

The accompanying financial information for the three and nine months ended 30 April 2009 and 30 April 2008 have not been reviewed or audited by the Group's auditors and has an effective date of 26 May 2009.



RAMBLER METALS AND MINING PLC
CONSOLIDATED INCOME STATEMENT
(Unaudited)


Three months ended Nine months ended
30/04/09 30/04/08 30/04/09 30/04/08
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling

Administrative expenses 267,154 238,876 835,104 712,243
--------- --------- --------- ---------
Operating loss (267,154) (238,876) (835,104) (712,243)
--------- --------- --------- ---------

Bank interest receivable 2,580 19,333 42,851 144,697
Finance lease interest payable (8,574) (10,214) (26,316) (33,585)
--------- --------- --------- ---------
(5,994) 9,119 16,535 111,112
--------- --------- --------- ---------

Loss before tax (273,148) (229,757) (818,569) (601,131)
Taxation - - - -
--------- --------- --------- ---------
Loss after tax (273,148) (229,757) (818,569) (601,131)
--------- --------- --------- ---------

Basic and diluted loss
per ordinary share (0.46)p (0.45)p (1.38)p (1.20)p
--------- --------- --------- ---------

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



RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
(Unaudited)


Three months ended Nine months ended
30/04/09 30/04/08 30/04/09 30/04/08
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling

Foreign exchange differences (259,795) (157,015) 2,497,760 917,760

Loss for the period (273,148) (229,757) (818,569) (601,131)
--------- --------- --------- ---------

Total recognised income and
expense for the period (532,943) (386,772) 1,679,191 316,629
--------- --------- --------- ---------
--------- --------- --------- ---------

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



RAMBLER METALS AND MINING PLC
CONSOLIDATED BALANCE SHEET


30/04/09 31/07/08
Unaudited Audited
Pounds Pounds
Sterling Sterling

ASSETS
Property, plant and equipment 2,523,840 2,621,367
Deferred exploration costs 16,947,353 12,125,573
---------- ----------
Total non-current assets 19,471,193 14,746,940
---------- ----------

Other receivables 64,486 189,385
Cash and cash equivalents 1,821,647 5,107,509
---------- ----------
Total current assets 1,886,133 5,296,894
---------- ----------

Total assets 21,357,326 20,043,834
---------- ----------
---------- ----------

EQUITY
Issued share capital 593,850 593,850
Share premium account 18,699,659 18,699,659
Merger reserve 120,000 120,000
Share option reserve 2,936 -
Translation reserve 3,242,314 744,554
Accumulated losses (2,140,804) (1,425,462)
---------- ----------
Total equity 20,517,955 18,732,601
---------- ----------

LIABILITIES
Interest bearing loans
and borrowings 443,618 454,370
---------- ----------
Total non-current liabilities 443,618 454,370
---------- ----------
Interest bearing loans
and borrowings 154,918 136,667
Trade and other payables 240,835 720,196
---------- ----------
Total current liabilities 395,753 856,863
---------- ----------
Total liabilities 839,371 1,311,233
---------- ----------
Total equity and liabilities 21,357,326 20,043,834
---------- ----------
---------- ----------

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 Nine months ended
30/04/09 30/04/08 30/04/09 30/04/08

Cash flows from operating
activities
Operating loss (267,154) (238,876) (835,104) (712,243)
Depreciation 21,408 1,004 36,842 7,965
Share-based payments 39,687 14,501 103,227 80,704
Decrease in receivables 86,727 3,958 122,897 31,329
(Decrease) in payables 16,792 41,267 (132,816) (35,439)
---------- ----------- ----------- -----------
Cash utilised in operations (102,540) (178,146) (704,954) (627,684)
Interest paid (8,574) (10,214) (26,316) (33,585)
---------- ----------- ----------- -----------
Net cash used for operating
activities (111,114) (188,360) (731,270) (661,269)
---------- ----------- ----------- -----------

Cash flows from investing
activities
Interest received 2,580 19,407 44,853 145,704
Acquisition of evaluation
and
exploration assets (256,801) (1,275,167) (2,506,281) (3,813,437)
Acquisition of property,
plant and
equipment (36,238) (138,164) (430,777) (772,520)
---------- ----------- ----------- -----------
Net cash from investing
activities (290,459) (1,393,924) (2,892,205) (4,440,253)
---------- ----------- ----------- -----------

Cash flows from financing
activities
Proceeds from the issue of
share capital - 5,467,157 - 5,477,782
Proceeds from issue of share
options 1,304 - 2,936 -
Capital element of finance
lease
payments (2,227) (49,007) (60,575) (159,032)
---------- ----------- ----------- -----------
Net cash from financing
activities (923) 5,418,150 (57,639) 5,318,750
---------- ----------- ----------- -----------

Net (decrease) in cash
and cash equivalents (402,496) 3,835,866 (3,681,114) 217,228
Cash and cash equivalents
at beginning of period 2,300,699 3,307,939 5,107,509 6,590,372
Effect of exchange rate
fluctuations on cash held (76,556) (127,935) 395,252 208,270
---------- ----------- ----------- -----------
Cash and cash equivalents
at end of period 1,821,647 7,015,870 1,821,647 7,015,870
---------- ----------- ----------- -----------
---------- ----------- ----------- -----------

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 Rambler 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 2008 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 2008. 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 alternative ways of financing the project through to the production stage. These include various forms of debt financing, working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last resort, equity financing. Despite, the turmoil in the world financial system, the directors remain confident that the necessary finance can be successfully raised before 31 July 2009 and have therefore concluded that the Group is a going concern.

The financial information for the twelve months ended 31 July 2008 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 2008 was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. 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 and Plant and Other
Buildings Equipment Assets Total
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling

Cost
Balance at 1 August 2007 240,137 1,859,324 129,871 2,229,332
Additions 211,916 763,624 97,246 1,072,786
Effect of movements in foreign
exchange 22,482 145,579 11,372 179,433
-------- --------- ------- ----------
Balance at 31 July 2008 474,535 2,768,527 238,489 3,481,551
-------- --------- ------- ----------

Balance at 1 August 2008 474,535 2,768,527 238,489 3,481,551
Additions 32,957 212,759 132,678 378,394
Disposals - - (36,057) (36,057)
Effect of movements in foreign
exchange 67,797 396,955 36,977 501,729
-------- --------- ------- ----------
Balance at 30 April 2009 575,289 3,378,241 372,087 4,325,617
-------- --------- ------- ----------

Depreciation
Balance at 1 August 2007 16,860 53,433 21,953 92,246
Depreciation charge for period 104,504 592,750 40,814 738,068
Effect of movements in foreign
exchange 4,489 22,723 2,658 29,870
-------- --------- ------- ----------
Balance at 31 July 2008 125,853 668,906 65,425 860,184
-------- --------- ------- ----------

Balance at 1 August 2008 125,853 668,906 65,425 860,184
Depreciation charge for period 105,969 617,738 56,467 780,174
On disposals - - (10,944) (10,944)
Effect of movements in foreign
exchange 24,694 135,007 12,662 172,363
-------- --------- ------- ----------
Balance at 30 April 2009 256,516 1,421,651 123,610 1,801,777
-------- --------- ------- ----------
Carrying amounts
At 1 August 2007 223,277 1,805,891 107,918 2,137,086
-------- --------- ------- ----------
-------- --------- ------- ----------
At 31 July 2008 348,682 2,099,621 173,064 2,621,367
-------- --------- ------- ----------
-------- --------- ------- ----------

At 1 August 2008 348,682 2,099,621 173,064 2,621,367
-------- --------- ------- ----------
-------- --------- ------- ----------
At 30 April 2009 318,773 1,956,590 248,477 2,523,840
-------- --------- ------- ----------
-------- --------- ------- ----------



3. EXPLORATION AND EVALUATION COSTS

Total
Pounds Sterling

Cost
Balance at 1 August 2007 5,941,947
Additions 5,638,837
Effect of movements in foreign exchange 544,789
----------
Balance at 31 July 2008 12,125,573
----------

Balance at 1 August 2008 12,125,573
Additions 2,944,265
Effect of movements in foreign exchange 1,877,515
----------
Balance at 30 April 2009 16,947,353
----------

Carrying amounts
At 1 August 2007 5,941,947
----------
----------
At 31 July 2008 12,125,573
----------
----------

At 1 August 2008 12,125,573
----------
----------
At 30 April 2009 16,947,353
----------
----------



4. CAPITAL AND RESERVES

Accum- Trans-
Share Share ulated lation Other Total
Capital Premium losses reserve reserves equity
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Balance at 1
August 2007 497,000 13,356,081 (789,148) 37,607 120,000 13,221,540
Total
recognised
income
and expense - - (734,805) 706,947 - (27,858)
Share-based
payments - - 98,491 - - 98,491
Share issues 96,850 5,709,775 - - - 5,806,625
Costs of share
issues - (366,197) - - - (366,197)
------- ---------- ----------- --------- ------- -----------
Balance at 31
July 2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601
------- ---------- ----------- --------- ------- -----------

Balance at 1
August 2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601
Total
recognised
income
and expense - - (818,569) 2,497,760 - 1,679,191
Issue of share
options - - - - 2,936 2,936
Share-based
payments - - 103,227 - - 103,227
------- ---------- ----------- --------- ------- -----------
Balance at
30 April
2009 593,850 18,699,659 (2,140,804) 3,242,314 122,936 20,517,955
------- ---------- ----------- --------- ------- -----------


At 30 April 2009 the Company had 3,313,000 share options and 4,675,000 share warrants in issue. These may have a dilutive effect on the basic earnings or loss per share in the future. The share warrants entitle the holder to purchase one Ordinary Share at a price of Cdn $2.00 until 23 May 2009.

5. RELATED PARTY TRANSACTIONS

Brian Dalton and John Baker, directors of the parent company are also directors of Altius Resources Inc ("Altius"), a 20% shareholder in the parent company.

Consultancy fees were payable to Altius Minerals Corporation for the nine months ended 30 April 2009 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 9,900 (30 April 2009: Pounds Sterling 9,900). At 30 April 2009 the company owed Pounds Sterling 14,300 (31 July 2008: Pounds Sterling 4,400) to Altius in respect of these fees.

The following expenses reimbursements were payable to directors at 30 April 2009:

S Neamonitis Pounds Sterling nil (31 July 2008: Pounds Sterling 1,073)

B Hinchcliffe Pounds Sterling nil (31 July 2008, Pounds Sterling 1,313)

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 30 April 2009, ordinary share options held by employees were as
follows:


Outstanding Weighted average Exercisable
number of remaining number of
Exercise price Options contractual life options

32p 100,000 7.35 100,000
42.5p 335,000 7.85 335,000
55p 524,000 8.78 314,671
48p 131,000 9.40 -
27p 150,000 9.55 50,000
10p 1,971,000 9.78 -
--------- ---- -------
3,211,000 9.31 799,671
--------- ---- -------



During the periods ended 30 April 2009 and 2008, director and employee
stock options were granted, exercised and cancelled as follows:


Weighted average
exercise price Options
At 1 August 2007 40.4p 505,000
Granted 52.9p 765,000
Exercised 42.5p (25,000)
----------
At 31 July 2008 47.9p 1,245,000

Granted 27.0p 150,000
Granted 10.0p 1,971,000
Cancelled 46.0p (155,000)
----------
At 30 April 2009 23.7p 3,211,000
----------
----------

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 and Mining PLC
    George Ogilvie
    President & CEO
    +1 (709) 532 4990
    or
    Rambler Metals and Mining PLC
    Leslie Little
    Company Secretary
    +44 (0)20 7661 8104
    Website: www.ramblermines.com
    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