Rambler Metals & Mining Plc

Rambler Metals & Mining Plc

March 13, 2008 03:00 ET

Rambler Metals & Mining-Placing of 9,660,000 New Ordinary Shares at 60 Pence to Raise Pounds Sterling 5.8 Million

Notice of General Meeting

LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - March 13, 2008) - Rambler Metals & Mining PLC (TSX VENTURE:RAB)(AIM:RMM)(the "Company") announces today that it has, subject to the terms and conditions of the Placing, the passing of resolutions by shareholders at the General Meeting, and the approval of the TSX Venture Exchange, successfully raised Pounds Sterling 5.8 million before expenses through a placing of 9,660,000 Ordinary Shares (the "Placing Shares") at 60 pence each.

The Placing Shares have been conditionally placed with institutional investors by the Company's broker, Ocean Equities Limited.

The net proceeds from the Placing will be used by the Company to fund:

- The ongoing surface drilling programme on the Rambler copper-gold property;

- An underground drilling programme;

- A pre-feasibility study on the Rambler copper-gold property which is expected to commence in the second half of 2008, and, if positive, a subsequent full feasibility study;

- A programme of metallurgical testing at the Rambler copper-gold property, to include bulk sampling programmes; and

- The working capital requirements of the Company.

In addition, the funding is intended to provide the Company with the flexibility to continue the rehabilitation of the existing infrastructure should the results of the scoping study and the pre-feasibility study be positive in preparation for the start of mining.

In order to implement the Placing, the Company is today calling a General Meeting of its shareholders to be held at 11.00 a.m. on 10th April 2008 at 33 St. James's Square, London SW1Y 4JS to seek s80 authority and s89 power to allot securities on a non-pre-emptive basis in respect of an aggregate nominal amount of Pounds Sterling 96,600 to enable the Placing Shares to be issued.

The Company is also seeking additional s80 authority and s89 power to allot securities on a non-pre-emptive basis in respect of an aggregate nominal amount of Pounds Sterling 200,000 and Pounds Sterling 150,000 respectively to provide the Company with the flexibility to issue additional securities should the Directors deem that it is in the best interest of the Company to do so.

Copies of the circular, which is being sent today to the shareholders of the Company and sets out further information on the Placing and provides notice of the General Meeting, are available free of charge from the offices of Field Fisher Waterhouse LLP, 35 Vine Street, London EC3N 2AA during normal business hours on any weekday (Saturdays and public holidays excepted) until 11 April 2008.

George Ogilvie, CEO of the Company, commented:

"I am pleased that the placing will allow the continuation of exploration drilling on the property and allow us to follow up on the encouraging results to date. Importantly, we shall also be able to complete the next level of engineering studies that are required to move the project from an exploration story with general concepts to a profitable producing mine. Lastly, some of the placing proceeds shall be used to carry out ongoing rehabilitation of the existing infrastructure helping to move the project towards production and first revenues."

The Placing will be subject to a placing agreement to be entered into between the Company and Ocean Equities Limited and approval of the shareholders and TSX Venture Exchange.

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 Company is carrying out development and exploration on the Rambler Property, a mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.


Terms and conditions of and important information on the Placing

The Placing and the terms and conditions herein are directed exclusively at investment professionals (within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such category of investors being referred to as "Relevant Persons") and no other person should respond to this announcement. Accordingly, this announcement is exempt from the general restriction set out in Section 21 of FSMA on the communication of invitations or inducements to engage in investment activity and has not been approved by a person who is authorised under the FSMA.

Members of the public are not entitled to take part in the Placing and this announcement is communicated to them for the purposes of information only in accordance with the AIM Rules. This announcement and the terms and conditions herein must not be relied on, acted on or responded to by persons who are not Relevant Persons. If you are in any doubt as to whether you are a Relevant Person you should consult a professional adviser for advice.

This announcement and appendix do not constitute an offer to sell or issue or solicitation of an offer to buy or subscribe for new Ordinary Shares in any jurisdiction, and any acquisition or application for Ordinary Shares should only be made on the basis of information contained in this announcement.


Certain statements in this announcement are forward-looking statements and this announcement contains "forward-looking information" within the meaning of applicable Canadian securities legislation concerning the business and operations of the Company. Forward-looking information includes, but is not limited to, information with respect to the proposed Placing and related matters. Such statements and information speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by such forward-looking statement or forward-looking information, including, but not limited, to risks related to financings, shareholder and regulatory approvals, changes in project parameters as plans continue to be refined, government regulation, environmental risks and other risks associated with mineral exploration and development. The information contained in this announcement is subject to change without notice and neither the Company nor Ocean Equities nor Seymour Pierce Limited assume any responsibility or obligation to update publicly or review any of the forward-looking statements or forward-looking information contained herein, except in accordance with applicable securities laws.

The following definitions have been used in this announcement and appendix:

"Admission" admission of the Placing Shares to trading on
AIM becoming effective in accordance with the
AIM Rules

"AIM" the AIM market of the London Stock Exchange

"AIM Rules" the AIM Rules for Companies as published by
the London Stock Exchange from time to time

"Board" or "Directors" directors of Rambler Metals & Mining PLC

"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations 2001)
in respect of which Euroclear UK & Ireland
Limited is the operator

"General Meeting" A General Meeting of the Company which will be
held on 10 April 2008 to consider resolutions
necessary to give effect to the Placing

"Existing Ordinary Shares" the 49,725,000 Ordinary Shares in issue as at
the date of this announcement

"FSMA" Financial Services and Markets Act 2000
(as amended)

"London Stock Exchange" London Stock Exchange plc

"Ocean Equities" Ocean Equities Limited whose registered office
is at 3 Copthall Avenue, London EC2R 7BH, the
broker to the Company and the placing agent to
the Placing

"Ordinary Shares" ordinary shares of 1p each in the capital of
the Company

"Placee" a person who subscribes for Placing Shares
pursuant to the Placing on the terms and
subject to the conditions contained herein

"Placing" the conditional placing by Ocean Equities, on
behalf of the Company, of the Placing Shares
at the Placing Price, pursuant to the terms
and conditions of the Placing Agreement

"Placing Agreement" the conditional agreement dated 13 March 2008
between the Company and Ocean Equities
relating to the Placing

"Placing Price" 60p per Ordinary Share

"Placing Shares" 9,660,000 new Ordinary Shares which are the
subject of the Placing

"Rambler Metals & Mining Rambler Metals & Mining PLC, whose registered
PLC" or "the Company" office is at Salatin House, 19 Cedar Road,
Sutton, Surrey, SM2 5DA

"Shareholders" holder(s) of Existing Ordinary Shares

"Securities Act" the U.S. Securities Act of 1933, as amended.

"TSX-V" the TSX Venture Exchange

The Placing

Ocean Equities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing.

Under the Placing, Ocean Equities, on behalf of the Company, has conditionally placed 9,660,000 new Ordinary Shares at the Placing Price to raise Pounds Sterling 5.8 million before expenses.

The Placing is conditional on the resolutions being proposed at the General Meeting being passed by the holders of the Existing Ordinary Shares, the approval of the TSX-V, Admission and on the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission.

It is expected that Admission will occur and that dealings will commence on 11 April 2008 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.

As a condition of the Placing, the Placees have undertaken that, without the prior written consent of the TSX-V and in compliance with all applicable securities legislation, they will not sell, transfer, hypothecate or otherwise trade the Placing Shares on or through the facilities of the TSX-V or otherwise in Canada or to or for the benefit of a Canadian resident prior to that date that is four months and one day from the date of the issue of the Placing Shares.

Terms of the Placing Agreement

Pursuant to the Placing Agreement, Ocean Equities has agreed to use its reasonable endeavours to place the Placing Shares with Placees procured by them.

The Placing is conditional upon, inter alia, the passing of the resolutions being proposed at the General Meeting, the approval of the TSX-V, Admission and on the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission. If the conditions of the Placing Agreement are not fulfilled or waived on or before 8.00 am on 11 April 2008 (or such later time and date as the Company and Ocean Equities may agree, being no later than 8.00 am on 30 April 2008) the Placing will not become unconditional and the placing monies will be returned to the Placees, without interest, as soon as practicable thereafter.

In consideration of their services in connection with the Placing, the Company will pay to Ocean Equities a commission of a certain percentage of the aggregate value, at the Placing Price, of the Placing Shares.

The Placing Agreement contains warranties given by the Company with respect to the Company, its business and certain matters connected with the Placing. Ocean Equities is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, principally in the event that any of the warranties contained therein are, or become, materially untrue, inaccurate or misleading or if a force majeure type event arises. In addition, the Company has given a customary indemnity to Ocean Equities in respect of, amongst other things, the performance by Ocean Equities of its services in connection with the Placing.

The exercise by Ocean Equities of any right of termination under the Placing Agreement shall be within the absolute discretion of Ocean Equities, and Ocean Equities shall have no liability to any Placee, or any other person for whom any Placee is subscribing Placing Shares in respect of any decision which they make as to whether or not to exercise any right of termination or any of its other rights under the Placing Agreement.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Rambler Metals and Mining Canada Limited
    George Ogilvie, P.Eng.
    (709) 532-4990
    Website: www.ramblermines.com
    Seymour Pierce Limited
    Nandita Sahgal
    +44 (0) 20-7107 8000
    Ocean Equities Ltd.
    Guy Wilkes
    +44 (0) 20-7786-4370
    Pelham Public Relations
    Chelsea Hayes
    +44 (0) 20-7743-6675