Thundermin Resources Inc.
TSX : THR

Thundermin Resources Inc.

November 12, 2015 08:00 ET

Rambler Metals and Mining Plc and Thundermin Resources Inc. Announce Amalgamation Agreement

TORONTO, ONTARIO--(Marketwired - Nov. 12, 2015) - Rambler Metals and Mining Plc (TSX VENTURE:RAB)(AIM:RMM) ("Rambler") and Thundermin Resources Inc. (TSX VENTURE:THR) ("Thundermin") have entered into a definitive amalgamation agreement dated November 9, 2015 pursuant to which Rambler will acquire all of the outstanding shares of Thundermin in exchange for 7,142,857 common shares of Rambler to be issued to Thundermin shareholders. The amalgamation was first announced on September 2, 2015. The amalgamation will be completed in accordance with the provisions of the Business Corporations Act (Ontario) and is subject to the approval of the shareholders of Thundermin and the TSX Venture Exchange. A special meeting of the shareholders of Thundermin has been called for 9:30 AM on December 21, 2015, with a record date of October 23, 2015.

Thundermin will, on completion of the amalgamation, become the wholly owned subsidiary of Rambler, and Rambler will continue to trade on the TSX-V under the symbol "RAB". The consolidated group will carry on the business of Rambler as a mining, exploration and development company. The definitive amalgamation agreement is filed on SEDAR at the profile of Thundermin at www.sedar.com.

This Press Release should not be considered a comprehensive summary of the Merger. Additional information will be disseminated at a future date. Completion of the Merger is subject to a number of conditions including, but not limited to, TSX-V approval. The Merger cannot close until the required Thundermin shareholder approval is obtained. There can be no assurance that the Merger will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular to be prepared by Thundermin in connection with the Merger, any information released or received with respect to the Merger may not be accurate or complete and should not be relied upon.

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

Cautionary Note Regarding Forward-Looking Statements

This news release may contain "Forward-Looking Statements" that involve risks and uncertainties, such as statements of Thundermin's plans, objectives, strategies, intentions and expectations. The words "potential," "anticipate," "forecast," "believe," "estimate," "expect," "may," "project," "plan," and similar expressions are intended to be among the statements that identify "Forward-Looking Statements". Although Thundermin believes that the expectations reflected in these "Forward-Looking Statements" are reasonable, such statements may involve unknown risks, uncertainties and other factors disclosed in their regulatory filings that can be viewed on the SEDAR website at www.sedar.com. For Thundermin, uncertainties arise from the behavior of financial and metals markets and from numerous other matters of national, regional, and global scale, including those of an environmental, climatic, natural, political, economic, business, competitive, or regulatory nature. In addition, the Merger may not close on the terms described herein or at all. These uncertainties may cause Thundermin's actual future results to be materially different than those expressed in its "Forward-Looking Statements". Although Thundermin believes the facts and information contained in this news release to be as correct and current as possible, Thundermin does not warrant or make any representation as to the accuracy, validity or completeness of any facts or information contained herein and these statements should not be relied upon as representing their views subsequent to the date of this news release.

Contact Information

  • Rambler Metals and Mining Plc
    Norman Williams
    President & CEO
    (709) 800-1929

    Rambler Metals and Mining Plc
    Peter Mercer
    Vice President and Corporate Secretary
    (709) 800-1929
    www.ramblermines.com

    Thundermin Resources Inc.
    John B. Heslop
    President & CEO of Thundermin
    (647) 344-1167
    www.thundermin.com