3rd Quarter Results
FOR: RAMBLER METALS & MINING PLC
AIM SYMBOL: RMM
TSX VENTURE SYMBOL: RAB
June 21, 2007
Rambler Metals & Mining Plc: 3rd Quarter Results
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(CCNMatthews - June 21, 2007) - Rambler Metals and
Mining plc (TSX VENTURE:RAB)(AIM:RMM) (the "Company") today reports its results for the three and nine month
periods ended 30 April 2007.
- Surface exploration drilling activity continued and a total of 5,002 meters were drilled during the quarter.
- On May 18, final certification to operate the plant was received from the Department of Environment,
Newfoundland and Labrador and on June 12 2007, the plant was commissioned successfully within budget and on
schedule.
- Dewatering activities started on June 16, 2007.
- Net Loss for the period of Pounds Sterling 191,441 (Pounds Sterling 21,401 loss for period ending April 30
2006) The increase was due to an increased level of operating activity.
- On May 23, 2007 the Company completed a private placement raising CN$14 million (Gross: Pounds Sterling 6.55
million, Net: Pounds Sterling 6.24 million).
- On June 19, 2007 the Company held Pounds Sterling 6,822,128 in cash and short term investments.
George Ogilvie, Chief Operating Officer commented:
"The dewatering commenced on time and within budget. The mine will be dewatered to a sufficient depth to allow
an underground delineation drilling program to begin in the second quarter of fiscal 2008. We estimate that the
dewatering exercise will be completed by March 2008.
We are also continuing to drill off, from the surface, the mineralized zones, which include the Ming Massive
Sulphide Zone, the Ming Footwall Zone, the new Upper Ming Footwall Zone and 1807 Zone with holes at 50 meter
centres. This drilling will be used as the basis for a NI 43-101 compliant resource and reserves report which
we plan to publish in fiscal 2008."
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE QUARTER ENDED APRIL 30, 2007
The following management's discussion and analysis ("MD&A") of Rambler Metals & Mining plc (the "Company" 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 the
risks and uncertainties, including those set forth in this MD&A under "Forward-Looking Statements" and "Risk
Factors".
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 quarter ended April 30,
2007. This discussion should be read in conjunction with our unaudited financial statements for the period
ended April 30, 2007 and the related notes thereto. These consolidated statements have been prepared in
accordance with U.K. GAAP.
This MD&A, which has been prepared as of June 18, 2007, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the period ended July 31, 2006 and related annual MD&A.
Our consolidated financial statements are prepared in accordance with UK GAAP and contain reconciliation
between UK GAAP and Canadian GAAP. The functional reporting currency in all instances is British Pounds.
OUR BUSINESS
The Company was incorporated as Fortress Metals and Mining plc on April 14, 2004 and changed its name to
Rambler Metals and Mining plc on March 17, 2005. The Company has two wholly-owned subsidiaries, namely Rambler
Mines Limited, incorporated in England and Wales, and Rambler Metals and Mining Canada Limited, incorporated in
Newfoundland and Labrador. The Company's main asset, the Rambler Property is held by its subsidiary Rambler
Metals and Mining Canada Limited. The Company's Ordinary Shares were admitted for trading on the AIM on April
8, 2005 under the symbol "RMM" and were listed on the TSX Venture Exchange on February 7, 2007 under the symbol
"RAB".
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.
Results from the exploration programme have confirmed the continuity of mineralisation and have given impetus
to begin the process of estimating the costs, benefits and environmental requirements of dewatering the former
mine in order to facilitate underground exploration.
SELECTED FINANCIAL INFORMATION
The following selected financial information has been derived from the consolidated financial statements of the
Company for the periods indicated and should be read in conjunction with such statements and notes thereto.
Note that the Company's financial statements have been prepared in accordance with U.K. GAAP. Differences
between U.K. GAAP and Canadian GAAP are not significant for a company at the stage of Rambler. Please refer to
the GAAP reconciliation contained in the notes to the financial statements:
/T/
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Selected Annual Financial
Information 3 months 3 months 9 months 9 months
All amounts in Pounds ended ended ended ended
Sterling, except shares April 30 April 30 April 30 April 30
and per share figures 2007 2006 2007 2006
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Revenue - - - -
Administrative Expenses 222,561 12,919 582,809 162,170
Interest 31,247 34,320 121,159 147,642
Net Profit (loss) (191,441) 21,401 (581,671) (14,528)
Per share (basic and
diluted) (0.48p) 0.05p (1.45p) (0.09p)
Cash Flow (used) for
operating activities (308,339) 11,694 (643,929) (119,250)
Cash Flow from financing
activities 224,145 28,844 313,622 170,768
Cash Flow (used) for
investing activities (1,122,133) (437,815) (2,946,588) (1,008,037)
Management of liquid
resources (i)(i) 1,852,140 361,849 3,774,297 946,918
Net increase (decrease) in
cash 645,813 (35,428) 497,402 (9,601)
Liquid resources at end of
period 2,176,418 3,394,554 - -
Cash at end of period 596,971 30,960 - -
Total Assets 8,204,285 8,200,238 - -
Total Liabilities 961,281 620,256 - -
Working Capital 1,569,945 2,983,544 - -
Weighted average number of
shares outstanding 40,030,000 40,030,000 - -
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((i)(i) Liquid Resources includes all bank deposits other than cash in hand
or deposits payable on demand within one working day)
/T/
The Company had no trading activity in the period from April 14, 2004 (date of incorporation) to February 1,
2005 and had a cash asset of Pounds Sterling 0.02. Accordingly comparative statements are not shown above for
the three preceding financial years.
OPERATIONS REVIEW
Exploration Drilling
Surface exploration drilling activity continued and a total of 5,002 meters were drilled during the quarter.
The principal targets of both drills during the quarter were the 1807 zone and the Ming Footwall Zone. In the
1807 Zone hole 19 intersected 3.6m of 3.43% Cu and 1.2 g/t Au. The company continues to drill off the
mineralized zones with holes on 50 meter centers so that a NI 43-101 compliant reserve/ resource can be
published in fiscal 2008.
Mine Dewatering
Construction of the waste water treatment plant continued during the quarter within budget. On May 18, final
certification to operate the plant was received from the Department of Environment, Newfoundland and
Labrador and on June 12, 2007 the plant was commissioned successfully. Dewatering activities started on June
16, 2007.
The mine will be dewatered to a sufficient depth to allow an underground delineation drilling program to begin
in August 2007. Current estimates based on volumetric calculations show around 200 million US gallons of water
are contained in the Mine. It is estimated the dewatering exercise will be completed by March 2008.
Review of quarters ending April 30, 2007 and April 30, 2006
The Company's only source of income during the quarter was bank deposit interest.
The Company reported a net loss for the period ending April 30, 2007 of Pounds Sterling 191,441 which is an
increase of Pounds Sterling 170,040 from the period ending April 30, 2006. The earnings per share changed from
a profit of 0.05p per share to a loss of 0.48p per share. Losses were higher as general and administration
expenses increased Pounds Sterling 209,642 to Pounds Sterling 222,561. This increase was due to an increased
level of operating activity. Interest income was unchanged between quarters.
Cash flows used for operating activities increased to Pounds Sterling 308,339 reflecting the higher level of
operating expenses.
Cash flows used for investing activities increased by Pounds Sterling 684,318 reflecting an increase of Pounds
Sterling 287,558 spent on exploration activity and an additional Pounds Sterling 396,760 spent on the purchase
of plant and equipment. Warrants were exercised during the quarter raising Pounds Sterling 176,000 from
financing activities.
Total assets include capitalized exploration and development costs increased Pounds Sterling 862,132 (April 30,
2006: Pounds Sterling 492,339) to Pounds Sterling 4,725,995 after foreign exchange differences. The purchase of
various items of plant and machinery and construction of a Waste Water Treatment Plant resulted in tangible
fixed assets increasing Pounds Sterling 790,314 to Pounds Sterling 1,058,667 (April 30, 2006: Pounds Sterling
1,280) during the quarter. Prepaid expenses increased as a result of the higher level of HST/VAT recoverable on
the higher levels of expenditure.
Movements in the Income Statement and Cash Flow on a year-to-date basis are consistent with explanations
provided for the quarter but include a share based payment expense of Pounds Sterling 119,714 relating to
options which were granted in the last quarter.
During the quarter, 23 new employees were hired consisting of 16 underground miners, 4 waste water treatment
operators, 2 mechanics and 1 electrician bringing the total headcount to 34 people. In May, the company hired a
new Mine Geologist and the search for a Senior Mine Engineer is ongoing.
Subsequent Event
On May 23, 2007 the Company completed a private placement to raise $14,025,000 (Gross: Pounds Sterling 6.55
million, Net: Pounds Sterling 6.24 million).
SUMMARY OF QUARTERLY RESULTS
As only the quarterly financial statements for the interim period ended October 31, 2006 were prepared by the
Company prior to it becoming a reporting issuer in the provinces of British Columbia and Alberta, the Company
is not presently required under applicable Canadian securities law to provide any additional quarterly results
other than as provided below.
/T/
Quarter Ended April 30, 2007 January 31, 2007 October 31, 2006
Pounds Pounds Pounds
Revenue Sterling - Sterling - Sterling -
(Pounds (Pounds (Pounds
Net (loss) Sterling Sterling Sterling
191,441) 339,517) 50,714)
Per share (basic
and diluted) 0.48p 0.85p 0.13p
/T/
An increase in administrative expenses as well as one-off costs associated with pursuing a secondary listing
for the shares of the Company and completing a fund raising are key factors behind the increase in net losses.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
The Company continues to rely on shareholder funding to finance its operations. With finite cash resources and
no material income or revenue, 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 and,
in common with many exploration companies, the Company is likely to raise finance for its exploration and
appraisal activities in discrete tranches.
As at April 30, 2007 the Company had working capital of Pounds Sterling 1,569,945 (April 30, 2006: Pounds
Sterling 5,685,731). The reduction in working capital is consistent with the increase in exploration and
operating activities taking place on the Rambler property.
The majority of the Company's expenses are incurred in Canadian Dollars. The Company's principal exchange rate
risk is therefore related to movements between the Canadian Dollar and the British Pound.
The Company's cash resources are held in British Pounds and Canadian Dollars. The Company has a downside risk
to any strengthening of the Canadian Dollar as this would increase expenses in British Pound terms and
accelerate depletion of cash resources. 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.
The holding of significant cash balances in Canadian Dollars is kept under constant review and surplus funds
are held on deposit on the most advantageous term of deposit available up to three months maximum duration.
There are no fixed, floating rate or interest free financial liabilities by way of borrowing. Floating rate
financial assets are comprised of 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.
/T/
Cash and short terms deposits were as follows:
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At April 30, 2007 Fixed Floating
Currency Rate Assets Rate Assets Total
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British Pound 1,052,546 51,017 1,103,563
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Canadian $ 526,901 545,954 1,072,855
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Total 1,579,447 596,971 2,176,418
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At January 31, 2007 Fixed Floating
Currency Rate Assets Rate Assets Total
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British Pound 2,694,938 20,820 2,714,962
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Canadian $ 668,656 (111,307) 557,359
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Total 3,363,594 (90,487) 3,272,321
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At July 31, 2006 Fixed Floating
Currency Rate Assets Rate Assets Total
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British Pound 2,850,071 17,176 2,867,247
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Canadian $ 2,591,989 39,772 2,631,761
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Total 5,442,060 56,948 5,499,008
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At April 30, 2006 Fixed Floating
Currency Rate Assets Rate Assets Total
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British Pound 2,910,100 14,588 2,924,688
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Canadian $ 3,081,931 24,281 3,106,212
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Total 5,992,031 38,869 6,030,900
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/T/
Excluding interest received, the Company utilised Pounds Sterling 1,430,472 (2006: Pounds Sterling 426,121) and
Pounds Sterling 3,590,517 (2006: Pounds Sterling 1,127,287) of available cash in the quarter and on a year-to-
date basis respectively. These changes are primarily a result of a significantly higher level operating
expenses being incurred as the mine is re-opened, the costs of obtaining a secondary listing in Canada for the
Company's shares and a material change in the level of exploration drilling being undertaken. At June 18, 2007,
the Company's cash resources were Pounds Sterling 6,822,128.
Interest received has reduced in line with lower cash balances on deposit and average interest rates were 4.15%
and 3.47% on Sterling and Canadian deposits respectively. (2006: 3.94%, 3.85%)
As at April 30, 2007, capital commitments relating to construction of a new Waste Water Treatment Plant were
$772,805 which represents the cost payable to contractors to complete the outstanding work.
On May 23, 2007 the Company completed a private placement to raise $14 million (Gross: Pounds Sterling 6.55
million, Net: Pounds Sterling 6.24 million). Management believe that the Company has sufficient flexibility to
manage expenditure to fund operations for the next 12 months.
OUTSTANDING SHARE DATA
/T/
As at the date of this MD&A the following securities are outstanding:
Ordinary Shares 49,700,000
Warrants 5,153,200
Options 505,000
----------
Total 55,358,200
/T/
RELATED PARTY TRANSACTIONS
Altius Resources Inc. (Altius), a 30% shareholder in the Company, manages the Company's exploration programme.
Brian Dalton and John Baker, directors of the Company, are also directors of Altius. During the quarter, the
Company was invoiced Pounds Sterling 21,342 by Altius. The following consultancy fees and expenses remain
outstanding and payable as at April 30, 2007:
/T/
S. Neamonitis, expenses Pounds Sterling 1,073
(Executive Director) (July 31, 2006:
Pounds Sterling 14,407)
B. Hinchcliffe, expenses Pounds Sterling 2,313
(Non-Executive Director) (July 31, 2006:
Pounds Sterling 1,504)
Altius Resources Inc., Pounds Sterling 15,400
consultancy fees (July 31, 2006:
Pounds Sterling 5,500)
/T/
FURTHER INFORMATION
Additional information relating to the Company is on SEDAR at www.sedar.com.
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information" which may include, but is not limited to, statements with
respect to the future financial or operating performance of the Company, its subsidiaries and its projects,
exploration expenditures, costs and timing of the development of new deposits, costs and timing of future
exploration, requirements for additional capital, government regulation of mining exploration, environmental
risks, title disputes or claims and limitations of insurance coverage. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements of the Company and/or its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such factors include, among
others, general business, economic, competitive, political and social uncertainties; the actual results of
current exploration activities; conclusions of economic evaluations; fluctuations in the relative value of
United States dollars, Canadian dollars and British Pounds; changes in planned parameters as plans continue to
be refined; future prices of metals and commodities; possible variations of ore grade or recovery rates;
failure of equipment; accidents and other risks of the mining exploration industry; political instability,
insurrection or war; delays in obtaining governmental approvals or financing or in the completion of
development or construction activities, as well as those factors discussed in the section entitled "Risk
Factors" in this MD&A. Although the Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in forward-looking statements, there may
be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any
obligation to update any forward-looking statements, whether as a result of new information, future events or
results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking statements.
/T/
RAMBLER METALS AND MINING PLC
UNAUDITED INTERIM RESULTS FOR THE THREE AND NINE MONTH
PERIODS ENDED 30 APRIL 2007
The accompanying unaudited financial statements of Rambler Metals
and Mining plc (the "Company") for the three and nine months ended
30 April 2007 have been prepared by and are the responsibility of
the Company's management. They do not include all of the information
and disclosures that would be required by UK GAAP for annual
audited financial statements. The interim financial statements
should be read in conjunction with the Company's audited financial
statements including the notes thereto for the period ended 31 July
2006. The financial information has not been reviewed or audited by
the Company's Auditors.
These financial statements have been approved by the Audit Committee
and the Board of Directors of the Company.
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
3 months 3 months 9 months 9 months
ended ended ended ended
30 Apr 30 Apr 30 Apr 30 Apr
2007 2006 2007 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Turnover - - - -
Cost of sales - - - -
-------- -------- -------- --------
Gross loss - - - -
Administrative expenses (222,561) (12,919) (582,809) (162,170)
Share-based payments - - (119,714) -
-------- -------- -------- --------
Operating loss (222,561) (12,919) (702,523) (162,170)
Bank interest receivable 31,427 34,320 121,159 147,642
Interest payable (307) - (307) -
-------- -------- -------- --------
(Loss)/profit before taxation (191,441) 21,401 (581,671) (14,528)
Taxation - - - -
-------- -------- -------- --------
(Loss)/profit for the period (191,441) 21,401 (581,671) (14,528)
-------- -------- -------- --------
-------- -------- -------- --------
Basic and diluted (loss)/profit
per ordinary share (0.48)p 0.05p (1.45)p (0.04)p
-------- -------- -------- --------
UNAUDITED CONSOLIDATED STATEMENT OF TOTAL RECOGNISED
GAINS AND LOSSES
3 months 3 months 9 months 9 months
ended ended ended ended
30 Apr 30 Apr 30 Apr 30 Apr
2007 2006 2007 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
(Loss)/profit on ordinary
activities after taxation (191,441) 21,401 (581,671) (14,528)
Foreign exchange rate differences 181,130 (62,997) (244,267) 181,569
-------- -------- -------- --------
(10,311) (41,596) (825,938) 167,041
-------- -------- -------- --------
-------- -------- -------- --------
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED BALANCE SHEET
Unaudited Unaudited Unaudited Audited
30 Apr 31 Jan 31 Oct 31 Jul
2007 2007 2006 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Intangible fixed assets 4,725,995 3,863,863 3,478,194 2,894,278
Tangible fixed assets 1,058,667 268,353 34,630 2,884
--------- --------- --------- ---------
5,784,662 4,132,216 3,512,824 2,897,162
--------- --------- --------- ---------
Prepaid expenses and
deposits 243,205 170,801 117,906 113,490
Investments 1,579,447 3,363,594 4,581,168 5,442,060
Cash and cash equivalents 596,971 30,960 48,911 56,948
--------- --------- --------- ---------
Total current assets 2,419,623 3,565,355 4,747,985 5,612,498
Liabilities
Accounts payable and
accrued liabilities 849,678 581,811 581,227 736,432
--------- --------- --------- ---------
Net current assets 1,569,945 2,983,544 4,166,758 4,876,066
--------- --------- --------- ---------
Amounts falling due
after more than one year (111,603) (38,445) - -
--------- --------- --------- ---------
Total assets less
liabilities 7,243,004 7,077,315 7,679,582 7,773,228
--------- --------- --------- ---------
--------- --------- --------- ---------
Capital and reserves
Issued share capital 403,500 400,300 400,300 400,300
Share premium 7,337,425 7,164,625 7,164,625 7,164,625
Share option reserve 119,714 119,714 - -
Merger reserve 120,000 120,000 120,000 120,000
Accumulated losses (737,635) (727,324) (5,343) 88,303
--------- --------- --------- ---------
7,243,004 7,077,315 7,679,582 7,773,228
--------- --------- --------- ---------
--------- --------- --------- ---------
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
3 months 3 months 9 months 9 months
ended ended ended ended
30 Apr 30 Apr 30 Apr 30 Apr
2007 2006 2007 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cash flows from operating
activities:
Operating loss (222,561) (12,919) (702,523) (162,170)
Adjustments for:
Depreciation 838 - 1,856 -
Share based payment expense - - 119,714 -
(Increase)/decrease in
other receivables and
prepayments (94,454) 11,253 (151,510) 34,774
Increase in trade and
other payables 7,838 13,360 88,534 8,146
----------- ---------- ----------- -----------
Net cash (outflow)/
inflow from operating
activities (308,339) 11,694 (643,929) (119,250)
----------- ---------- ----------- -----------
Cash flows from returns on
investment and servicing
of finance:
Interest received 53,477 28,844 142,954 170,768
Interest paid (307) - (307) -
----------- ---------- ----------- -----------
Net cash inflow from
returns on investments
and servicing of finance 53,170 28,844 142,647 170,768
----------- ---------- ----------- -----------
Cash flows applied to
investing activities:
Acquisition of Rambler
Metals and Mining Canada
Ltd - - (138,797) (46,678)
Acquisition of intangible
fixed assets (724,093) (436,535) (2,136,748) (960,079)
Acquisition of tangible
fixed assets (398,040) (1,280) (671,043) (1,280)
Net cash outflow from
investing activities (1,122,133) (437,815) (2,946,588) (1,008,037)
----------- ---------- ----------- -----------
Cash flows from management
of liquid resources:
Cash withdrawn from
liquid investments 1,852,140 361,849 3,774,297 946,918
----------- ---------- ----------- -----------
Cash flows from financing
Issue of ordinary share
capital 176,000 - 176,000 -
Capital element of
finance leases (5,025) - (5,025) -
----------- ---------- ----------- -----------
Net cash inflow from
financing 170,975 - 170,975 -
----------- ---------- ----------- -----------
Net cash inflow/(outflow)
during period 645,813 (35,428) 497,402 (9,601)
Net funds at start of
period (90,487) 134,988 56,948 23,337
Exchange differences 41,645 (60,691) 42,621 25,133
----------- ---------- ----------- -----------
Net funds at end of period 596,971 38,869 596,971 38,869
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
RAMBLER METALS AND MINING PLC
UNAUDITED NOTES TO THE INTERIM STATEMENTS
FOR THE NINE MONTHS ENDED 30 APRIL 2007
/T/
1. NATURE OF OPERATIONS AND GOING CONCERN
Operations
The Group owns copper and gold mining properties in Baie Verte, Newfoundland, Canada, which were inactive when
acquired in February 2005.
Going concern
These financial statements have been prepared on a going concern basis, which contemplates the realization of
assets and liquidation of liabilities during the normal course of business as they come due.
At 30 April 2007, the Company had working capital of Pounds Sterling 1.57 million.
On 23 May 2007 the Company completed a private placement of 9,350,000 units at a price of 70p (Cdn.$1.50). Each
unit comprises one ordinary share of 1p each in the capital of the Company and one half of one ordinary share
purchase warrant. Each warrant entitles the holder to purchase one ordinary share at a price of Pounds Sterling
0.93 (Cdn.$2.00). In addition the company will issue 312,600 compensation options and 165,600 finder's
warrants. Each compensation option and finder's warrant entitles the holder to purchase one ordinary share at a
price of 70p (Cdn.$1.50) until 23 May 2008. The net proceeds of the placing were Pounds Sterling 6.24 million.
Management believes that the Company has sufficient working capital to ensure ongoing operations for the coming
year.
The Company's ability to continue as a going concern, and the recoverability of its mineral properties and
property, plant and equipment, is however 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 Company raises finance for its exploration and appraisal
activities in discrete tranches. Further funding is raised as and when required. When any of the Group's
projects move to the development stage, specific financing will be required.
2. BASIS OF PRESENTATION
The accompanying unaudited quarterly financial statements are prepared in accordance with generally accepted
accounting principals ("GAAP") in the UK. These financial statements do not include all of the information and
disclosures required by UK GAAP for annual audited financial statements. In the opinion of management, all
adjustments considered necessary for fair presentation have been included in these financial statements. The
quarterly financial statements should be read in conjunction with the company's audited financial statements
including the notes thereto for the period ended 31 July 2006.
A reconciliation to Canadian GAAP is provided in note 10.
3. INTANGIBLE FIXED ASSETS
/T/
30 Apr 31 Jan 31 Oct 31 Jul
2007 2007 2006 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cost
Balance - beginning
of period 3,863,863 3,478,194 2,894,278 1,096,817
Additions 713,302 596,534 616,905 1,734,537
Foreign exchange
differences 148,830 (210,865) (32,989) 62,924
--------- --------- --------- ---------
Balance - end of period 4,725,995 3,863,863 3,478,194 2,894,278
--------- --------- --------- ---------
--------- --------- --------- ---------
4. TANGIBLE FIXED ASSETS
30 Apr 31 Jan 31 Oct 31 Jul
2007 2007 2006 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cost
Balance - beginning
of period 276,193 37,444 3,245 -
Additions 788,693 238,909 34,219 3,245
Foreign exchange
differences 12,875 (160) (20) -
--------- --------- --------- ---------
Balance - end of period 1,077,761 276,193 37,444 3,245
--------- --------- --------- ---------
Depreciation
Balance - beginning
of period 7,840 2,814 361 -
Charge for period 10,935 5,044 2,455 361
Foreign exchange
differences 319 (18) (2) -
--------- --------- --------- ---------
Balance - end of period 19,094 7,840 2,814 361
--------- --------- --------- ---------
Net book value
At end of period 1,058,667 268,353 34,630 2,884
--------- --------- --------- ---------
--------- --------- --------- ---------
At start of period 268,353 34,630 2,884 -
--------- --------- --------- ---------
--------- --------- --------- ---------
5. SHARE CAPITAL
30 Apr 31 Jan 31 Oct 31 Jul
2007 2007 2006 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Authorised
Ordinary shares of
Pounds Sterling 0.01 each 10,000,000 10,000,000 10,000,000 10,000,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Allotted, issued and
fully paid
Ordinary shares of Pounds
Sterling 0.01 each 403,500 400,300 400,300 400,300
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
/T/
The Company issued 320,000 shares of 1p each at a premium of 54p per ordinary share.
6. SHARE-BASED PAYMENTS
The Company has adopted Financial Reporting Standard 20 - Share-based payments during the period. This
represents a change in accounting policy resulting in a charge of Pounds Sterling 119,714 being made to the
profit and loss account.
The Company granted 100,000 options on 7 June 2006 at an exercise price of 32p and 400,000 on 7 December 2006
at an exercise price of 42.5p. The options are exercisable on issue. The share options issued on 7 June 2006
had a fair value of 19p and those issued on 7 December 2006 a fair value of 25p.
The options expire on the tenth anniversary of their issue. No options were exercised during the period.
7. RELATED PARTY TRANSACTIONS
Brian Dalton and John Baker, directors of the company are also directors of Altius Resources Inc ("Altius"), a
30% shareholder in the company.
A service contract dated 7 March 2005 between Altius and Rambler is now being run down as a result of the
increase in company personnel. All costs are recharged to Rambler and Altius receives a 7% management fee on
all expenditures. This arrangement was entered into as Rambler had limited exploration staff and Altius, being
the previous owner of the Rambler property, had personnel with the necessary knowledge and experience to
conduct the exploration programs. The Group was invoiced Pounds Sterling 21,342 during the 3 months ended 30
April 2007 and Pounds Sterling 899,232 for the 9 months ended 30 April 2007 (31 July 2006: Pounds Sterling
1,814,109) by Altius and at the end of the period, Altius were owed Pounds Sterling nil (31 July 2006: Pounds
Sterling 542,230).
The following expenses reimbursements were payable to directors at
30 April 2007:
/T/
S Neamonitis Pounds Sterling 1,073 (31 July 2006: Pounds Sterling 14,407)
B Hinchcliffe Pounds Sterling 2,313 (31 July 2006: Pounds Sterling 1,504)
/T/
The following consultancy fees were payable at 30 April 2007:
Altius Mineral Corporation for the consultancy services of
J Baker & B Dalton Pounds Sterling 15,400 (31 July 2006: Pounds Sterling 5,500)
These balances were all accrued at the period end.
8. SEGMENTED INFORMATION
The Company has one operating segment consisting of an exploration and evaluation operation located in Baie
Verte, Newfoundland, Canada. During the periods ended 30 April 2007 and 30 April 2006 all of the Company's
capital assets and operations were in Canada.
9. FINANCIAL INSTRUMENTS
The Group uses financial instruments comprising cash, liquid resources and items such as short-term debtors and
creditors that arise from its operations. These financial instruments are the sole source of finance for the
Group's operations. The principal risks relate to currency exposure and liquidity. Short term debtors and
creditors have been excluded from the following disclosures:
Currency rate risk
The majority of the Group's expenses are incurred in Canadian Dollars. The Group's principal exchange rate
exposure is therefore related to movements between the Canadian Dollar and Sterling.
The Group's cash resources are held in Sterling and Canadian Dollars. The Group has a downside exposure to any
strengthening of the Canadian Dollar as this would increase expenses in Sterling terms and accelerate the
depletion of the Group's cash resources. Any weakening of the Canadian Dollar would however result in the
reduction of the expenses in Sterling terms and preserve the Group's cash resources. In addition, any such
movements would affect the Consolidated Balance Sheet when the net assets of the Canadian subsidiary are
translated into Sterling.
The holding of significant cash balances in Canadian Dollars is kept under constant review.
Liquidity risk
To date the Group has relied on shareholder funding to finance its operations. As the Group has finite cash
resources and no material income, the liquidity risk is significant and is managed by controls over
expenditure.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration. There are no fixed, floating rate or interest free financial liabilities by
way of borrowing.
Financial assets
The floating rate financial assets comprise interest earning bank deposits at rates set by reference to the
prevailing LIBOR or equivalent to the relevant country. Fixed rate financial assets are cash held on fixed term
deposit.
At the period end the cash and short term deposits were as follows:
/T/
Average
Fixed Floating Average interest
rate rate period for rate for
assets assets Total which rates fixed rate
Pounds Pounds Pounds are fixed assets
Sterling Sterling Sterling months %
30 April 2007
Sterling 1,052,546 51,017 1,103,563 1 4.15
Canadian $ 526,901 545,954 1,072,855 5 3.47
--------- -------- ---------
Total 1,579,447 596,971 2,176,418
--------- -------- ---------
--------- -------- ---------
31 January 2007
Sterling 2,694,938 20,820 2,714,962 1 3.98
Canadian $ 668,656 (111,307) 557,359 4 3.42
--------- -------- ---------
Total 3,363,594 (90,487) 3,272,321
--------- -------- ---------
--------- -------- ---------
31 October 2006
Sterling 2,804,519 21,342 2,825,861 1 3.93
Canadian $ 1,776,649 27,570 1,804,219 4 3.32
--------- -------- ---------
Total 4,581,168 48,912 4,630,080
--------- -------- ---------
--------- -------- ---------
31 July 2006
Sterling 2,850,071 17,176 2,867,247 1 3.94
Canadian $ 2,591,989 39,772 2,631,761 10 3.85
--------- -------- ---------
Total 5,442,060 56,948 5,499,008
--------- -------- ---------
--------- -------- ---------
/T/
Fair value of financial assets
There is no material difference between fair value and book value.
10. RECONCILIATION TO CANADIAN GAAP
The interim financial statements of the Company for the three and nine months ended 30 April 2007 have been
prepared in accordance with UK GAAP which, as applied in the financial statements, conforms with Canadian GAAP
except as described below:
Under Canadian GAAP, the purchase price discrepancy of Pounds Sterling 228,531 arising on the 2005 acquisition
of Rambler Metals and Mining Canada Limited (RMMC) (formerly 51190 Newfoundland and Labrador Inc.) is regarded
as a temporary difference and tax effected at RMMC's combined effective Canadian federal and provincial income
tax rate of 36.12%, resulting in a future tax liability of Pounds Sterling 82,545. This purchase price
discrepancy will be amortized over the life of the assets to which it relates. The future tax liability
recognized under Canadian GAAP is regarded as a monetary liability and is required to be denominated in the
local currency, regardless of the functional currency in which the subsidiary operates.
Under Canadian GAAP, the operations of RMMC would be considered to be integrated with the operations of Rambler
Metals and Mining plc (the "Company"). As a result, monetary assets and liabilities would be translated at the
exchange rate at the balance sheet date, non-monetary assets and liabilities would be translated at historical
exchange rates, and revenue and expenses would be translated at the average exchange rate for a period. The
Company translated capitalized expenditures incurred based on the balance sheet exchange rate, which under
Canadian GAAP would be recorded at the historical exchange rate. As a result, capitalized exploration and
evaluation costs and tangible fixed assets would not be translated at the balance sheet date, and the foreign
exchange impact disclosed in the financial statements of Pounds Sterling 82,628 (31 July 2006: (Pounds Sterling
62,924)) would be reversed.
In addition, the foreign exchange impact recorded within shareholders' equity would be recorded in the income
statement.
Under Canadian GAAP, the issue of warrants on 31 March 2005 would have been fair valued. No adjustment has been
made with respect to these issues, as the impact is not considered material. Were these issues to be fair
valued, disclosure would be required of the valuation assumptions, including strike price, share price
volatility, risk free rate of return, and dividend rate.
The application of Canadian GAAP would result in an increase in capitalised exploration and evaluation costs of
Pounds Sterling 82,545 at 30 April 2007 (31 July 2006 - increase of Pounds Sterling 82,545) attributable to a
future tax liability of Pounds Sterling 82,545 (31 July 2006 - Pounds Sterling 82,545).
The application of Canadian GAAP would have impacted the Company's reported results for 2007 and 2006 as
follows:
/T/
3 months 3 months 9 months 9 months
ended ended ended ended
30 Apr 30 Apr 30 Apr 30 Apr
2007 2006 2007 2006
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Net (loss)/ profit
under UK GAAP (191,441) 21,401 (581,671) (14,529)
Foreign exchange
(loss)/gain 19,743 (82,215) (161,639) 59,020
-------- -------- -------- --------
Net (loss)/profit under
Canadian GAAP (171,698) (60,814) (743,310) 44,491
-------- -------- -------- --------
-------- -------- -------- --------
Net (loss)/earnings per
share based on
Canadian GAAP (0.43)p (0.15)p (1.86)p 0.11p
-------- -------- -------- --------
/T/
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining Plc
George Ogilvie
VP & COO
(709) 532-4990
OR
Rambler Metals and Mining Plc
John Thomson
Interim Chief Financial Officer
+44 (0)7876 474609
Website: www.ramblermines.com
-0-
Rambler Metals & Mining Plc
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