Financial Results Quarter Ended January 31, 2011

FOR: RAMBLER METALS & MINING PLC TSX VENTURE SYMBOL: RAB AIM SYMBOL: RMM March 21, 2011 Rambler Metals & Mining PLC: Financial Results Quarter Ended January 31, 2011 LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - March 21, 2011) - Rambler Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today is pleased to report its financial results and operational highlights for the quarter year ended 31 January 2011. The Company is focused on bringing the Ming Copper-Gold Mine located in Newfoundland and Labrador's Baie Verte Peninsular, Canada, into full production. Significant Operational Achievements /T/ -- Officially submitted the environmental registration for the mining of the Nugget Pond Crown Pillar located less than 150 metres away from its gold hydromet processing facility. The Group plans on mining the crown pillar in calendar Q2, 2011. -- Announced it had received further approval for the construction of its Office/Dry facility and fresh water source at the Ming Mine. The receipt of these permits allowed for the drawdown of US$7 million from Sandstorm Gold Ltd. ('Sandstorm'). -- Successfully negotiated Net Smelter Royalty (NSR) terms with Metals Creek Resources Corp. ('MEK') to process surface material remaining at Tilt Cove's East Mine, Newfoundland and Labrador, located 23 kilometres from the Group's Nugget Pond Mill. -- Nugget Pond Mill foundation work, site construction and the new office and dry facility continued at pace and on schedule. Completed the installation of the second means of egress via the mine shaft -- Terms for all major underground equipment, components for the new concentrator negotiated and purchased orders issued. The majority of this equipment has arrived on site with additional deliveries scheduled throughout the coming months ahead of the start up of production. -- Restarted the exploration program at the Ming Mine through the development of an exploration drift to the top of the 1807 zone resulting in the intersection of high grade copper and gold mineralization. Further exploration development is scheduled for the 1700 level historical wire gold zone. -- Subsequent to the quarter end the Group received the final construction approval from the Government of Newfoundland and Labrador for the Ming Copper-Gold Mine allowing access to the final US$6M tranche of financing from Sandstorm. Financial Highlights (All expressed in CAD$) -- During the quarter the Group generated gross profit of $68,000 from the completion of its first toll milling agreement compared with a gross profit of $374,000 in Q1/11. The net loss for the quarter ended January 31, 2011 was $555,000 or $0.006 per share which compares to a net loss of $268,000 for Q1/11 and $591,000 for Q2/10. -- Cash flows utilized for operating activities were $979,000 in Q2/11 compared to $483,000 in Q1/11 and $676,000 in Q2/10. The increase in the cash utilized is due to increased operating losses following the completion of toll processing. The major components of the working capital changes are an increase in inventory and accounts receivable changes offset by an increase in trade payables. -- Cash resources (including short-term investments) as at January 31, 2011 were $4.9 million and as of March 21, 2011 had increased to $7.6 million. /T/ George Ogilvie, President and CEO, Rambler Metals & Mining commented; "We are extremely pleased with the progress made over the past quarter in developing the Ming Copper-Gold Mine as well as the renewed exploration program. Following receipt of complete construction approval from the provincial authorities Rambler is now financially positioned to begin pre-production development in the mine whilst continuing work on the Nugget Pond Mill expansion. Supported with high copper and gold prices and strong fundamentals we aim to further advance both the Nugget Pond Crown Pillar and the Tilt Cove East Mine projects into production during 2011. Furthermore, we look forward to developing the Baie Verte region into a resurgent copper and gold producer." About Rambler Rambler Metals and Mining is Junior Mining Company that has 100% ownership of the Ming Copper-Gold Mine in Baie Verte, Newfoundland and Labrador, Canada. Our objective is to become a mid-tier mining company by bringing the Ming Mine into production, discovering new deposits and through M&A's. Following the acquisition of the Ming Mine, Rambler, listed on the London AIM in 2005 and Toronto TSX-V in 2007. The Ming property had been a former underground copper and gold producing mine that ceased production when the deposit reached a then third party property boundary. This neighbouring property was subsequently consolidated before being brought into Rambler's portfolio. Rambler now owns a 100% interest in the property. The area where the mine is located is a former mining centre and subsequently good infrastructure exists including roads, fresh water, hydro, access to a working port while the town of Baie Verte, population 1,300 is located 17km away. Over the last several years Rambler has been exploring on the property leading to the publication of three NI43- 101 resource statements, a newly published reserve statement, the discovery of new mineralized lenses and the extension of pre-existing lenses. Today all mineralization remains open in multiple directions while, importantly, the deposit has not been cut-off at depth. The underground workings have been dewatered and services including air, water and electrical re-installed. In October 2009, Rambler purchased an operational gold hydrometallurgical mill, Nugget Pond, which is situated approximately 40km from the Ming Mine. Rambler intends to expand the mill so that it is capable of handling massive sulphides from the Ming Mine and produce a copper concentrate with gold and silver as by-products. By utilizing the hydrometallurgical facility, in conjunction with the concentrator, the company anticipates increased gold recovery as well as recovering any free gold. Following the successful publication of a positive Feasibility Study Rambler has now entered the construction phase of the project and expects to bring the Ming Mine back into production in 2011. Management's Discussion & Analysis ('MD&A') For the Quarter Ended January 31, 2011 /T/ ---------------------------------------------------------------------------- This MD&A, including appendices, is intended to help the reader understand Rambler Metals and Mining plc ('the parent company') and its subsidiaries (the 'Group' or 'Rambler'), our operations and our present business environment. It has been prepared as of March 21, 2011 and covers the results of operations for the quarter ended January 31, 2011. This discussion should be read in conjunction with the audited Financial Statements for the year ended 31 July 2010 and notes thereto. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and their interpretations adopted by the International Accounting Standards Board ("IASB"), as adopted by the European Union and with IFRS and their interpretations adopted by the IASB. The presentation currency is Canadian dollars. This is a change from previous MD&As which were presented in United Kingdom pounds sterling (GB pounds). Amounts previously reported in GB pounds have been translated at the closing exchange rate for balance sheet items and the average rate for income statement and cash flow items. These statements together with the following MD&A are intended to provide investors with a reasonable basis for assessing the potential future performance. ---------------------------------------------------------------------------- Rambler Metals and Mining plc Salatin House 19 Cedar Road Sutton Surrey SM2 5DA. CONTENTS GROUP OVERVIEW 2 HIGHLIGHTS OF THE SECOND QUARTER 2 FINANCIAL RESULTS 3 HEALTH AND SAFETY 3 OUTLOOK 4 CAPITAL PROJECTS UPDATE 5 FINANCIAL REVIEW 7 SUMMARY OF QUARTERLY RESULTS 8 LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION 9 COMMITMENTS AND LOANS 11 RELATED PARTY TRANSACTIONS 11 SUBSEQUENT EVENTS 11 APPENDIX 1 12 SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE 12 APPENDIX 2 13 CRITICAL ACCOUNTING POLICIES AND ESTIMATES 13 CHANGES IN ACCOUNTING POLICIES 15 APPENDIX 3 16 OTHER MATTERS 16 Outstanding Share & Option Data 16 Forward Looking Information 16 Further information 17 /T/ GROUP OVERVIEW The principal activity of the Group is the development and exploration of the Ming Copper-Gold Mine located on Newfoundland and Labrador's Baie Verte Peninsula. The parent company's Ordinary Shares trade on the London AIM market under the symbol "RMM" and the TSX Venture Exchange under the symbol "RAB". The Group has established the following priorities: /T/ 1. Safety and Environmental - including Loss Control, Security, and Closure activities. 2. Expediting construction and development at both the Nugget Pond Mill, Ming Mine and Port sites. 3. Driving forward our exploration program. 4. Achieve sustainable production during calendar 2H 2011. 5. Continue to evaluate and seek toll milling opportunities for the Hydromet facility at the Nugget Pond Mill. 6. Develop a sound business plan for development of Ming Mine Lower Footwall Zone. /T/ The Group's directors and management believe that focussing on these priorities will provide the Group with the best opportunity to build a successful and long term mining operation. HIGHLIGHTS OF THE SECOND QUARTER /T/ -- On December 20, 2010 the Group officially submitted the environmental registration for the mining of the Nugget Pond Crown Pillar located less than 150 metres away from its gold hydromet processing facility. The Group plans on mining the crown pillar in calendar Q2, 2011. -- On January 6, 2011 the Group announced it had received further approval for the construction of its Office/Dry facility and fresh water source at the Ming Mine. The receipt of these permits allowed for the drawdown of US$7 million from Sandstorm Gold Ltd. ('Sandstorm'). The final tranche of US$6 million is due once the final construction permit is approved. This is expected before 31 March 2011. -- Successfully negotiated Net Smelter Royalty (NSR) terms with Metals Creek Resources Corp. ('MEK') to process surface material remaining at the MEK's East Mine Dump in Tilt Cove, Newfoundland and Labrador, located 23 kilometres from Group's Nugget Pond Mill. -- Nugget Pond Mill foundation work, site construction and the new office and dry facility continued at pace and on schedule. -- Completed the installation of the second means of egress via the mine shaft. -- The Group continued to work with the Department of Natural Resources on the final construction permit for the Ming Copper-Gold Mine. -- Terms for all major underground equipment, components for the new concentrator negotiated and purchased orders issued. The majority of this equipment has arrived on site with additional deliveries scheduled throughout the coming months ahead of the start up of production. -- Restarted the exploration program at the Ming Mine through the development of an exploration drift to the top of the 1807 zone resulting in the intersection of high grade copper and gold mineralization. Further exploration development is scheduled for the 1700 level historical wire gold zone. -- Completed toll milling contract for the Crosshair Exploration and Mining Corp. confirming the Group's belief that the Nugget Pond Mill is amendable to a wide range of ore types and will allow access to further business opportunities on the Baie Verte peninsula. -- At quarter end a total of 62 employees were employed on the Ming Mine project. During the early part of Q2 2011, a further 23 offers were accepted by miners, tradesmen and other support staff to help bring the Ming Mine back into operation. FINANCIAL RESULTS -- During the quarter the Group generated gross profit of $68,000 from the completion of its first toll milling agreement compared with a gross profit of $374,000 in Q1/11. The net loss for the quarter ended January 31, 2011 was $555,000 or $0.006 per share which compares to a net loss of $268,000 for Q1/11 and $591,000 for Q2/10. -- Cash flows utilized for operating activities were $979,000 in Q2/11 compared to $483,000 in Q1/11 and $676,000 in Q2/10. The increase in the cash utilized is due to increased operating losses following the completion of toll processing. The major components of the working capital changes are an increase in inventory and accounts receivable changes offset by an increase in trade payables. -- Cash resources (including short-term investments) as at January 31, 2011 were $4.9 million and as of March 21, 2011 had increased to $7.6 million. HEALTH AND SAFETY -- The Group completed the quarter without any lost time accidents or medical add injuries. -- The Health and Safety of the Group's employees continues to be a high priority. -- There were no environmental incidents. OUTLOOK In the near future management expects to: -- Continue work on the Nugget Pond Mill expansion, including finishing the foundation work and beginning steel erection. -- Following receipt of the Ming Mine final construction approval from the Department of Natural Resources, anticipated in calendar Q1, drawdown the final US$6M tranche of financing from Sandstorm. -- Continue an active recruitment drive for key management positions and underground personnel for the Ming Mine. -- Begin pre-production development in the Ming Mine to expose the 1807 ore zone and allow for updip and downdip exploration of the zone. -- Continue evaluating the potential of a bulk tonnage mining scenario for the Lower Footwall Zone. -- Further advancement of both the Nugget Pond Crown Pillar and the Tilt Cove East Mine projects into production. /T/ See 'Forward Looking Information' for a description of the factors that may cause actual results to differ from forecast. CAPITAL PROJECTS UPDATE During the quarter the Group incurred $4,212,000 on Mineral Property, $9,017,000 on property, plant and equipment and $16,000 on exploration and evaluation of the Ming Mine. /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Mineral Property (capital development of Ming Mine) Q2/11 Q1/11 Q2/10 ---------------------------------------------------------------------------- $,000 $,000 $,000 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Labour costs 923 243 - ---------------------------------------------------------------------------- Consultancy expenses 1,076 744 - ---------------------------------------------------------------------------- Contractors' costs 9 22 - ---------------------------------------------------------------------------- General materials and other costs 289 144 - ---------------------------------------------------------------------------- Surface development 117 48 - ---------------------------------------------------------------------------- Underground development 1,141 293 - ---------------------------------------------------------------------------- Finance costs 220 120 - ---------------------------------------------------------------------------- Depreciation 386 187 - ---------------------------------------------------------------------------- Reclamation and closure provision 51 811 - ----------------------------------------------------======================== Total 4,212 2,612 - ----------------------------------------------------======================== /T/ Effective September 1, 2010, following acceptance of the Ming Mine feasibility study by Sandstorm, the Ming Mine project moved from pure Exploration & Evaluation into the Mine Development stage. Subsequently, all expenditures incurred in bringing the Ming Mine through the construction and development stage are now being capitalised to Mineral Properties. Mineral property costs increased in Q2/11 compared to Q1/11 as underground capital development was increased in line with the aim of bringing the mine into production during the second half of 2011. /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Property, plant and equipment Q2/11 Q1/11 Q2/10 ---------------------------------------------------------------------------- $,000 $,000 $,000 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Mill purchase and construction 4,536 439 - ---------------------------------------------------------------------------- Plant and equipment 3,790 166 - ---------------------------------------------------------------------------- Buildings 674 2 5 ---------------------------------------------------------------------------- Other assets 17 69 - ---------------------------------------------------------------------------- Total 9,017 676 5 -----------------------------------------------------======================= /T/ Property, plant and equipment increased during Q2/11 compared to Q1/11 following the acquisition of a mine truck, scooptram, jumbo drill and bolter and commencement of work on the mine site office and dry building and concentrator building at the mill. /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Exploration and evaluation costs (Ming Mine) Q2/11 Q1/11 Q2/10 ---------------------------------------------------------------------------- $,000 $,000 $,000 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Labour costs 1 126 282 ---------------------------------------------------------------------------- Consultancy expenses 14 112 226 ---------------------------------------------------------------------------- Operating costs 1 77 210 ---------------------------------------------------------------------------- Finance costs - 50 - ---------------------------------------------------------------------------- Depreciation - 96 444 ---------------------------------------------------------------------------- Total 16 461 1,162 -----------------------------------------------------======================= /T/ Effective September 1, 2010, following acceptance of the Ming Mine feasibility study by Sandstorm, the Ming Mine project moved from pure Exploration & Evaluation into the Mine Development stage. As a consequence, all construction and development costs associated with the Ming Mine project is now capitalised to Mineral Properties which accounts for the large decrease in costs compared to Q1/11. FINANCIAL REVIEW /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Comparatives Q2/11 Results B/(W) ($000's) Commentary Q1/11 (i) Q2/10 B/(W) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- 266 Revenue was generated by the group for the first time from toll processing at the Nugget Pond Mill. The current processing agreement was completed in November 2010. 985 (73)% - N/a ---------------------------------------------------------------------------- 198 Operating Costs relate to labour, material, consultancy and power costs for operating the mill for processing the ore under the toll processing agreement. 611 (68)% - N/a ---------------------------------------------------------------------------- 698 General and administrative expenses were higher than the previous quarter by $15,000. Employment costs reduced by $47,000 as a result of reduced share based payment expenses, legal and professional fees increased by $25,000 due to increased registrar charges and increased auditor review fees, travel and investor relation costs increased by $27,000 and general office expenses increased by $10,000. In comparison to Q2/10 administrative expenses increased by $140,000. Employment costs increased by $96,000 as a result of key management promotions and increases in employee related benefit obligations and share based payment expense, legal and professional fees reduced by $9,000 due to reduced AGM costs and travel and investor relations also rose by $43,000 due to increased marketing activities offset by a decrease in general office expenses of $10,000 683 (2)% 558 (25%) ---------------------------------------------------------------------------- 81 Foreign exchange gains arising on the Gold Loan increased in Q2/11 as a result of the continued strengthening of the Canadian dollar against the US dollar during the quarter. 64 26% - N/a ---------------------------------------------------------------------------- 31 Exploration costs increased compared to the previous quarters as a result of the review of various opportunities in the Ming Mine area. 28 (10)% 50 38% ---------------------------------------------------------------------------- 4,212 Mineral Properties. The group incurred costs of $4.2 million in the quarter including labour costs of $0.9 million, consultancy costs of $1.1 million, contractor and material costs of $0.3 million, underground development costs of $1.1 million depreciation of $0.4 million, and finance costs of $0.2 million. 2,612 61% - N/a ---------------------------------------------------------------------------- 9,017 Capital spending on property, plant and equipment increased during the quarter compared to the previous quarter reflecting the continued spending on equipment for the refurbishment of the mill, acquisition of underground mining equipment and office/dry building and other purchases related to the preparation of the Ming Mine for production. Underground mining equipment additions include $3.3 million financed through capital lease financing. The increase from Q2/10 is due to the reasons outlined above. 676 1,233% 5 180,240% ---------------------------------------------------------------------------- 16 Capital spending on exploration and evaluation costs reduced during the quarter following the commencement of mine development on September 1, 2010. 461 (97)% 1,034 (98)% ---------------------------------------------------------------------------- (i)B / (W) = Better / (Worse) /T/ SUMMARY OF QUARTERLY RESULTS The quarterly results for the Group for the last eight fiscal quarters are set out in the following table. /T/ ---------------------------------------------------------------------------- Quarterly Results (All amounts in 000s of Canadian Dollars, except Loss per share 4th 3rd 2nd 1st figures) Quarter Quarter Quarter Quarter ---------------------------------------------------------------------------- Fiscal 2011 Revenue 266 985 Net Income/ (Loss) (555) (268) Loss per Share (Basic & Diluted) (0.006) (0.003) ---------------------------------------------------------------------------- Fiscal 2010 Revenue - - - - Net Income/ (Loss) (676) (644) (591) (515) Loss per Share (Basic & Diluted) (0.008) (0.008) (0.007) (0.006) ---------------------------------------------------------------------------- Fiscal 2009 Revenue - - Net Income/ (Loss) (470) (520) Loss per Share (Basic & Diluted) (0.008) (0.009) ---------------------------------------------------------------------------- /T/ Losses for the third and fourth quarters of 2009 started to fall as a result of a cost reduction programme. Losses for the first quarter of 2010 increased slightly mainly as a result of the weakening of the GB Pound against the Canadian Dollar. Losses for the second quarter of 2010 further increased as a result of increased legal and professional charges in connection with financing options and the AGM. The continued weakening of the GB Pound against the Canadian Dollar resulted in a further increase in losses in the third quarter of 2010. Losses in the fourth quarter of 2010 increased as a result of an unrealised exchange loss offset by reductions in legal and professional charges and staff costs. Losses in the first quarter of 2011 reduced as a result of revenue from toll processing and rose again in the second quarter of 2011 following the completion of toll processing in November 2010. LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION The Group's holding of cash balances is kept under constant review and surplus funds are held on deposit. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and Management and Directors monitor events and associated risks on a continuous basis. Cash and short-term investment resources, (cash, cash equivalents and short-term investments) were as follows: /T/ ---------------------------------------------------------------------------- Resource At January 31, -------------------------------- 2011 2010 $'000 $'000 ---------------------------------------------------------------------------- Cash $CDN 903 95 ---------------------------------------------------------------------------- Cash $US 1,688 - ---------------------------------------------------------------------------- Cash GBP 52 39 ---------------------------------------------------------------------------- Short-term Investments $CDN 2,024 4,175 ---------------------------------------------------------------------------- Short-term Investments GBP 198 727 ---------------------------------------------------------------------------- Total 4,865 5,036 ---------------------------------------------------------------------------- /T/ Interest received on Canadian dollar deposits ranged from 1.06 - 1.10% during the quarter. Net proceeds from financing activities during the quarter amounted to $6.6 million from the partial draw down received from the Gold loan of $6.7 million net of financing fees offset by finance lease repayments of $0.1 million. Cash flows used in investing activities amounted to $8.2 million for the quarter. Investments included $0.1 million in a bearer deposit note, $3.9 million in mine development, $3 million on the Nugget Pond Mill and $1.2 million on property, plant and equipment. The group is required to hold a Letter of Credit in favour of the Government of Newfoundland and Labrador in respect of the reclamation and closure liability at the existing Nugget Pond Mill and Ming Mine. At quarter end the Group holds bearer deposit notes totalling $1.96 million. Subsequent to the quarter end, the final US$6M available under the Gold Loan agreement was received following approval of the final construction permits for the Ming Mine. Management continue to evaluate possible sources of finance to provide sufficient working capital for the forthcoming 12 months and are confident that such funds will be raised. At 21 March 2011 the Group has $7.6 million in cash and cash equivalents with a proportion invested in short dated term deposits and bankers acceptances. Financial Instruments The Group's financial instruments as at January 31, 2011 comprised of financial assets of cash and cash equivalents and trade and other receivables and financial liabilities comprised of trade payables; other payables; accrued expenses and interest bearing loans and borrowings. All of the Group's financial liabilities are measured at amortised cost. 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 currency risk, liquidity risk, credit risk, interest rate risk and commodity price risk each of which is discussed in note 10 of the consolidated financial information for the six months ended January 31, 2011. There were no derivative instruments outstanding at January 31, 2011. COMMITMENTS AND LOANS At January 31, 2011, capital commitments made to third parties included: /T/ ---------------------------------------------------------------------------- Capital Commitments $000 ---------------------------------------------------------------------------- Property, Plant and Equipment 2,570 ---------------------------------------------------------------------------- TOTAL 2,570 ---------------------------------------------------------------------------- /T/ These commitments together with the ongoing evaluation and development of the mine will be partially financed from existing cash reserves from earlier equity fund raisings and cash provided under the terms of the Gold Loan agreement with Sandstorm Resources Ltd. Purchase orders included mill equipment, groundwork and foundations, as well as steel fabrication and erection. At January 31, 2001, interest bearing loans and borrowings comprised a gold loan of $13,990,000, finance lease commitments of $3,758,000 and a bank loan of $31,000. The Group received an advance of US$ 7 million from the Gold Loan during the quarter. Subsequent to the quarter end, the final US$6 million available was received following approval of the final construction permits for the Ming Mine. The Group will now be required to place an additional $1.33 million in Letters of Credit to cover the full reclamation and closure liabilities on the project. The Group entered into new finance leases of $3.3 million during the quarter to finance underground mining equipment. RELATED PARTY TRANSACTIONS Details of related party transactions are included in note 8 of the unaudited consolidated financial information for the six months ended January 31, 2011 and note 22 of the financial statements for the year ended July 31, 2010. SUBSEQUENT EVENTS On March 8, 2011 the Group received the final permits from the Government of Newfoundland and Labrador for the Ming Copper-Gold Mine. Subsequently, on March 14, 2011 the final US$6 million from Sandstorm under the terms of the Gold Loan agreement was received. APPENDIX 1 SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE /T/ ---------------------------------------------------------------------------- Financial Highlights Three months ended, (All amounts in 000s of Canadian Dollars, except shares and per share figures) -------------------------------------- January 31, October 31, January 31, 2011 2010 2010 ---------------------------------------------------------------------------- Revenue 266 985 - Operating Expenses (198) (611) - Exploration Expenditure (31) (28) (50) Administrative expenses (698) (619) (558) Net Income (loss) (555) (268) (591) Per share (basic and diluted) (0.006) (0.000) (0.007) Cash Flow used in operating activities (979) (483) (676) Cash Flow used in investing activities (8,248) (1,941) (716) Cash Flow from (used in) financing activities 6,585 1,924 (103) Net increase (decrease) in cash (2,642) (382) (1,495) Cash and cash equivalents at end of period 4,865 7,494 5,036 ---------------------------------------------------------------------------- Total Assets 68,909 58,219 45,487 Total Liabilities (22,758) (11,555) (1,431) Working Capital 3,324 7,115 4,596 ---------------------------------------------------------------------------- Weighted average number of shares outstanding 95,515 95,485 95,485 Loss per share (0.006) (0.003) (0.007) ---------------------------------------------------------------------------- /T/ APPENDIX 2 CRITICAL ACCOUNTING POLICIES AND ESTIMATES The details of the Group's accounting policies are presented in accordance with International Financial Reporting Standards as set out in Note 2 to the financial statements. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The following estimates are considered by management to be the most critical for investors to understand some of the processes and reasoning that go into the preparation of the Group's financial statements, providing some insight also to uncertainties that could impact the Group's financial results. Going Concern The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on the copper and gold prices, 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. In August 2010, the Group released its final NI43-101 Feasibility Study for the Ming Copper-Gold Mine. This enabled the Group to draw down the second instalment of the Gold Loan (see commitments and loan section above) of US$2 million. A further US$7 million of the final US$13 million was received in January 2011 and the final US$6 million was received subsequent to the quarter end. The Directors and management continue to evaluate possible sources of finance to provide sufficient project finance and working capital for the forthcoming 12 months. Whilst they are confident that such funds will be raised and have therefore concluded that the Group is a going concern, there is no certainty that such funds will be available when needed. Share-based payments 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. The assumptions used in calculating the cost of share based payments are explained in note 5 of the financial statements for the year ended July 31, 2010. Gold Loan The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold (see note 6 to the Unaudited Consolidated Financial Information for the six months ended January 31, 2011).The cash flows will be dependent on the production of gold and its selling price at the time of delivery which have been estimated in line with the mine plan, future prices of gold and reserve estimates. Management's estimates of these factors are subject to risk and uncertainties affecting the amount of the interest charge. Any changes to these estimates may result in a significantly different interest charge which would affect the carrying value of the exploration and evaluation costs and the corresponding Gold Loan liability. The financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material. Mineral Property and Exploration and Evaluation Costs The directors have assessed whether there are any indicators of impairment in respect of mineral property and exploration and evaluation costs. In making this assessment they have considered the Group's business plan which includes resource estimates, future processing capacity, the forward market and longer term price outlook for copper and gold. Resource estimates have been based on the most recently filed NI43-101 report. Management's estimates of these factors are subject to risk and uncertainties affecting the recoverability of the Group's mineral property and 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. After consideration of the above factors, the directors do not consider that there are any indicators that mineral property and exploration and evaluation costs are impaired at the year end. Closure Costs The Group has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. These estimates are recorded as a liability at their fair values in the periods in which they occur. If the estimate of reclamation costs proves to be inaccurate, the Group could be required to increase the provision for site closure and reclamation costs, which would increase the amount of future reclamation expense, resulting in a reduction in the Group's earnings and net assets. CHANGES IN ACCOUNTING POLICIES In the current quarter, new and revised standards which have been adopted have not affected the disclosures presented in these financial statements. No standards issued but not yet effective have been adopted early. 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 July 31, 2011: /T/ Nature of change Application Application IFRS to accounting date of date for /Amendment Title policy standard Group ---------------------------------------------------------------------------- Various Annual No change to Various 1 August Improvements to accounting policy, 2011 IFRSs therefore, no impact ---------------------------------------------------------------------------- IAS 24 Related Party No change to 1 January 1 August revised Disclosures accounting policy, 2011 2011 therefore, no impact ---------------------------------------------------------------------------- IFRS 9 Financial No change to 1 January 1 August instruments: accounting policy, 2013 2013 Classification and therefore, no Measurement impact ---------------------------------------------------------------------------- /T/ Management have reviewed the impact of the above standards and interpretations and have concluded that they will not result in any material changes to reported results. Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended 31 July 2010. Additional accounting policies have been applied in the current quarter are explained note 2 of the Unaudited Consolidated Financial Information for the six months ended January 31, 2011. APPENDIX 3 OTHER MATTERS Outstanding Share & Option Data As at the date of this MD&A the following securities are outstanding: /T/ ---------------------------------------------------------------------------- Security Shares issued or Issuable Weighted Average Exercise Price ---------------------------------------------------------------------------- Common Shares 95,515,000 -- ---------------------------------------------------------------------------- Options 4,032,000(i) $0.47 ---------------------------------------------------------------------------- (i)if all options have fully vested /T/ Effective 1 January 2011, in conjunction with the retirement of Mr. Leslie Little, Mr. Peter Mercer assumed the role of Corporate Secretary along with his other duties as VP Corporate Development. For future assistance please contact Mr. Mercer directly at +1-709-532-4990 or pmercer@ramblermines.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 Group, 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 parent 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 Group 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 Group 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. 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. Unaudited Consolidated Financial Information For the Quarter Ended 31 January 2011 The accompanying financial information for the quarter ended 31 January 2011 and 31 January 2010 has not been reviewed or audited by the Group's auditors and has an effective date of 21 March 2011. /T/ Rambler Metals and Mining PLC Unaudited Consolidated Income Statement For the Quarter Ended 31 January 2011 (EXPRESSED IN CANADIAN DOLLARS) Quarter Quarter Six months Six months ended 31 ended 31 ended 31 ended 31 January January January January 2011 2010 2011 2010 $,000 $,000 $,000 $,000 Revenue 266 - 1,251 - Cost of sales (198) - (809) - ----------------------------------------------- Gross profit 68 - 442 - Administrative expenses (698) (558) (1,381) (1,048) Exploration expenses (31) (50) (59) (58) ----------------------------------------------- Operating loss (661) (608) (998) (1,106) ----------------------------------------------- Bank interest receivable 14 4 32 4 Finance costs (18) (17) (31) (34) Foreign exchange differences 81 - 145 - ----------------------------------------------- Net financing income/(expense) 77 (13) 146 (30) ----------------------------------------------- Loss before tax (584) (621) (852) (1,136) Income tax credit 29 30 29 30 ----------------------------------------------- Loss for the period and attributable to owners of the parent (555) (591) (823) (1,106) ----------------------------------------------- ----------------------------------------------- Loss per share Quarter Quarter Six months Six months ended 31 ended 31 ended 31 ended 31 January January January January 2011 2010 2011 2010 $ $ $ $ Basic and diluted loss per share (0.006) (0.007) (0.009) (0.013) ----------------------------------------------- Rambler Metals and Mining PLC Unaudited Consolidated Statement of Comprehensive Income For the Quarter Ended 31 January 2011 (EXPRESSED IN CANADIAN DOLLARS) Quarter Quarter Six months Six months ended 31 ended 31 ended 31 ended 31 January January January January 2011 2010 2011 2010 $,000 $,000 $,000 $,000 Loss for the period (555) (591) (823) (1,106) ----------------------------------------------- Exchange differences on translation of foreign operations (net of tax) (10) (109) (6) 37 ----------------------------------------------- Other comprehensive loss for the quarter (10) (109) (6) 37 ----------------------------------------------- ----------------------------------------------- Total comprehensive loss for the period and attributable to the owners of the parent (565) (700) (829) (1,032) ----------------------------------------------- ----------------------------------------------- Rambler Metals and Mining PLC Consolidated Balance Sheet As at 31 January 2011 (EXPRESSED IN CANADIAN DOLLARS) Note Unaudited Audited 31 January 31 July 2011 2010 $,000 $,000 Assets Property, plant and equipment 3 16,387 7,461 Mineral Properties 4 27,728 - Intangible assets 5 16,627 37,051 ----------------------- Total non-current assets 60,742 44,512 ----------------------- Inventory 109 - Trade and other receivables 1,235 285 Cash and cash equivalents 4,865 8,000 Restricted cash 1,958 1,365 ----------------------- Total current assets 8,167 9,650 ----------------------- Total assets 68,909 54,162 ----------------------- ----------------------- Equity Issued capital 1,864 1,863 Share premium 51,537 51,532 Merger reserve 214 214 Translation reserve 19 25 Accumulated losses (7,483) (6,811) ----------------------- Total equity 46,151 46,823 ----------------------- Liabilities Interest-bearing loans and borrowings 6 17,054 5,591 Provision 7 861 559 ----------------------- Total non-current liabilities 17,915 6,150 ----------------------- Interest-bearing loans and borrowings 6 725 388 Trade and other payables 4,118 800 ----------------------- Total current liabilities 4,843 1,188 ----------------------- Total liabilities 22,758 7,338 ----------------------- Total equity and liabilities 68,909 54,162 ----------------------- ----------------------- Rambler Metals and Mining PLC Consolidated Statement of Changes in Equity Share Share Merger Translation Accumulated capital premium reserve reserve Losses Total (EXPRESSED IN CANADIAN DOLLARS) $,000 $,000 $,000 $,000 $,000 $,000 Group Audited Balance at 1 August 2009 1,255 39,296 214 50 (4,638) 36,177 ---------------------------------------------------------- Comprehensive loss Loss for the year - - - - (2,426) (2,426) ---------------------------------------------------------- Foreign exchange translation differences - - - (25) - (25) ---------------------------------------------------------- Other comprehensive loss - - - (25) - (25) ---------------------------------------------------------- Total comprehensive loss for the year - - - (25) (2,426) (2,451) ---------------------------------------------------------- Transactions with owners Issue of share capital 608 13,128 - - - 13,736 Share issue expenses - (892) - - - (892) Share-based payments - - - - 253 253 ---------------------------------------------------------- Transactions with owners 608 12,236 - - 253 13,097 ---------------------------------------------------------- Balance at 31 July 2010 1,863 51,532 214 25 (6,811) 46,823 ---------------------------------------------------------- ---------------------------------------------------------- Unaudited Balance at 1 August 2010 1,863 51,532 214 25 (6,811) 46,823 ---------------------------------------------------------- Comprehensive loss Loss for the period - - - (823) (823) ---------------------------------------------------------- Foreign exchange translation differences - - - - - - ---------------------------------------------------------- Other comprehensive loss - - - (6) - (6) ---------------------------------------------------------- Total comprehensive income for the period - - - (6) (823) (829) ---------------------------------------------------------- Transactions with owners ---------------------------------------------------------- Issue of share capital 1 5 - - - 6 Share-based payments - - - - 151 151 ---------------------------------------------------------- Transactions with owners 1 5 - - 151 157 ---------------------------------------------------------- Balance at 31 January 2011 1,864 51,537 214 19 (7,483) 46,151 ---------------------------------------------------------- ---------------------------------------------------------- /T/ /T/ Rambler Metals and Mining PLC Unaudited Statements of Cash Flows For the Quarter Ended 31 January 2011 (EXPRESSED IN CANADIAN DOLLARS) Quarter Quarter Six months Six months ended 31 ended 31 ended 31 ended 31 January January January January 2011 2010 2011 2010 $,000 $,000 $,000 $,000 Cash flows from operating activities Operating loss (661) (608) (998) (1,106) Depreciation 18 38 57 77 Share based payments 45 23 143 78 Exchange differences (62) - (115) - Increase in inventory (26) - (109) - (Increase)/decrease in receivables (388) 20 (949) (55) Increase/(decrease) in payables 84 (163) 511 (115) ----------------------------------------------- Cash utilised in operations (990) (690) (1,460) (1,121) Interest paid (18) (16) (31) (34) Income tax received 29 30 29 30 ----------------------------------------------- Net cash utilised for operating activities (979) (676) (1,462) (1,125) ----------------------------------------------- Cash flows from investing activities Interest received 14 3 32 4 Purchase of bearer deposit note (81) - (593) - Acquisition of evaluation and exploration assets (17) (704) (251) (1,212) Acquisition of mineral properties (3,888) - (4,589) - Acquisition of property, plant and equipment (4,276) (15) (4,788) (47) Prepayment for acquisition of property, plant and equipment - - - (3,500) ----------------------------------------------- Net cash from investing activities (8,248) (716) (10,189) (4,755) ----------------------------------------------- Cash flows from financing activities Proceeds from issue of share capital 6 - 6 9,511 Payment of share issue expenses - (54) - (644) Proceeds from issue of share options 2 - 8 3 Proceeds from Gold Loan (note 6) 6,685 - 8,697 - Capital element of finance lease payments (108) (49) (202) (78) ----------------------------------------------- Net cash from financing activities 6,585 (103) 8,509 8,792 ----------------------------------------------- Net (decrease)/increase in cash and cash equivalents (2,642) (1,495) (3,142) 2,912 Cash and cash equivalents at beginning of period 7,493 6,642 8,000 2,089 Effect of exchange rate fluctuations on cash held 14 (111) 7 35 ----------------------------------------------- Cash and cash equivalents at end of period 4,865 5,036 4,865 5,036 ----------------------------------------------- ----------------------------------------------- /T/ Rambler Metals and Mining PLC Unaudited Notes to the Financial Statements 1. Nature of operations and going concern The principal activity of the Group is the development and exploration programme of the Ming Copper-Gold Mine in Baie Verte, Newfoundland and Labrador, Canada. The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on the copper and gold prices, 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. In August 2010, the Group released its final NI43-101 Feasibility Study for the Ming Copper-Gold Mine Project. This enabled the Group to draw down the second instalment of the Gold Loan (see note 6) of US$2 million. A further US$7 million of the final US$13 million was received in January 2011 and the final US$6 million was received subsequent to the quarter end. The Directors and management continue to evaluate possible sources of finance to provide sufficient project finance and working capital for the forthcoming 12 months. Whilst they are confident that such funds will be raised and have therefore concluded that the Group is a going concern, there is no certainty that such funds will be available when needed. 2. Accounting policies Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended 31 July 2010. The following additional accounting policies have been applied in the current six months: Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of sales tax. The group recognises revenue when the amount of the revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met as described below: Toll processing The Group processes ore at its milling facility. Sales of this service are recognised as the ore is processed. The customer is invoiced based on tonnes processed each month at the price specified in the toll processing agreement. Mineral properties Upon transfer of 'Exploration and evaluation costs' into 'Mineral Properties', all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalised within 'Mineral Properties'. Development expenditure is net of proceeds from all but the incidental sale of ore extracted during the development phase. Inventory Operating supplies are valued at the lower of cost and net realisable value. Cost is determined on an average cost basis. 3. Property, plant and equipment /T/ Land and Assets under Motor Plant and buildings construction vehicles equipment $,000 $,000 $,000 $,000 Cost Balance at 1 August 2009 1,025 8 118 6,019 Acquisitions 71 5,191 - 19 Effect of movements in foreign exchange - - - - ----------------------------------------------------- Balance at 31 July 2010 1,096 5,199 118 6,038 ----------------------------------------------------- ----------------------------------------------------- Balance at 1 August 2010 1,096 5,199 118 6,038 Acquisitions 676 4,975 43 3,955 Disposals - - (39) - ----------------------------------------------------- Balance at 31 January 2011 1,772 10,174 122 9,993 ----------------------------------------------------- ----------------------------------------------------- Depreciation and impairment losses Balance at 1 August 2009 524 - 18 2,926 Depreciation charge for the period 251 - 33 1,456 Effect of movements in foreign exchange - - - - ----------------------------------------------------- Balance at 31 July 2010 775 - 51 4,382 ----------------------------------------------------- ----------------------------------------------------- Balance at 1 August 2010 775 - 51 4,382 Depreciation charge for the period 63 - 19 586 On disposals - - (20) - ----------------------------------------------------- Balance at 31 January 2011 838 - 50 4,968 ----------------------------------------------------- ----------------------------------------------------- Carrying amounts At 1 August 2009 501 8 100 3,093 ----------------------------------------------------- At 31 July 2010 321 5,199 67 1,656 ----------------------------------------------------- ----------------------------------------------------- At 1 August 2010 321 5,199 67 1,656 ----------------------------------------------------- ----------------------------------------------------- At 31 January 2011 934 10,174 72 5,025 ----------------------------------------------------- ----------------------------------------------------- Fixtures, fittings and Computer equipment equipment Total $,000 $,000 $,000 Cost Balance at 1 August 2009 54 496 7,720 Acquisitions 2 46 5,329 Effect of movements in foreign exchange - (1) (1) ----------------------------------------------- Balance at 31 July 2010 56 541 13,048 ----------------------------------------------- ----------------------------------------------- Balance at 1 August 2010 56 541 13,048 Acquisitions 5 39 9,693 Disposals - - (39) ----------------------------------------------- Balance at 31 January 2011 61 580 22,702 ----------------------------------------------- ----------------------------------------------- Depreciation and impairment losses Balance at 1 August 2009 31 191 3,690 Depreciation charge for the period 13 145 1,898 Effect of movements in foreign exchange - (1) (1) ----------------------------------------------- Balance at 31 July 2010 44 335 5,587 ----------------------------------------------- ----------------------------------------------- Balance at 1 August 2010 44 335 5,587 Depreciation charge for the period 5 75 748 On disposals - - (20) ----------------------------------------------- Balance at 31 January 2011 49 410 6,315 ----------------------------------------------- ----------------------------------------------- Carrying amounts At 1 August 2009 23 305 4,030 ----------------------------------------------- At 31 July 2010 12 206 7,461 ----------------------------------------------- ----------------------------------------------- At 1 August 2010 12 206 7,461 ----------------------------------------------- ----------------------------------------------- At 31 January 2011 12 170 16,387 ----------------------------------------------- ----------------------------------------------- /T/ 4. Mineral Properties /T/ Mineral Property $,000 Cost Balance at 1 August 2010 - Transfer from exploration and evaluation costs 20,902 Acquisitions 6,826 ---------------- Balance at 31 January 2011 27,728 ---------------- ---------------- Carrying amounts At 1 August 2010 - ---------------- At 31 January 2011 27,728 ---------------- ---------------- /T/ Effective 1 September 2010 following acceptance of the Ming Mine feasibility study by Sandstorm Resources Ltd. ('Sandstorm') (see note 6), the Ming Mine project moved from pure Exploration & Evaluation into the Mine Development stage. As a consequence, evaluation and exploration costs of $20.9 million relating to the Massive Sulfide Ore Zones of the Ming Mine were transferred to Mineral Properties. 5. Intangible assets /T/ Exploration and evaluation Costs $,000 Cost Balance at 1 August 2009 31,476 Acquisitions 5,575 --------------------- Balance at 31 July 2010 37,051 --------------------- --------------------- Balance at 1 August 2010 37,051 Acquisitions 478 Transfer to mineral properties (20,902) --------------------- Balance at 31 January 2011 16,627 --------------------- --------------------- Carrying amounts At 1 August 2009 31,476 --------------------- --------------------- At 31 July 2010 37,051 --------------------- --------------------- At 1 August 2010 37,051 --------------------- --------------------- At 31 January 2011 16,627 --------------------- --------------------- /T/ 6. Interest-bearing loans and borrowings This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For more information about the Group's exposure to interest rate and foreign currency risk, see note 10. /T/ 31 January 31 July 2011 2010 $,000 $,000 Non-current liabilities Bank loan 28 29 Finance lease liabilities 3,036 412 Gold Loan 13,990 5,150 --------------------- 17,054 5,591 --------------------- --------------------- Current liabilities Current portion of bank loan 3 3 Current portion of finance lease liabilities 722 385 --------------------- 725 388 --------------------- --------------------- Finance lease liabilities Finance lease liabilities are payable as follows: Minimum Minimum lease lease Payments Interest Principal Payments Interest Principal 31 January 31 January 31 January 31 July 31 July 31 July 2011 2011 2011 2010 2010 2010 $,000 $,000 $,000 $,000 $,000 $,000 Less than one year 925 203 722 426 41 385 Between one and five years 3,379 343 3,036 427 16 412 ----------------------------------------------------------------- 4,304 546 3,758 853 57 797 ----------------------------------------------------------------- ----------------------------------------------------------------- /T/ Under the terms of the equipment lease agreements, no contingent rents are payable. The bank loan is secured by way of a fixed charge over a property and is repayable in monthly instalments of $384 over 12 years. Gold Loan During the previous year, the Group entered into an agreement ("Gold Loan") with Sandstorm) to sell a portion of the life-of-mine gold production from its Ming Mine. Under the terms of the agreement Sandstorm will make staged upfront cash payments for the gold to the Group totalling US$20 million. Payment milestones are as follows: /T/ -- US$5 million available immediately and received on 10 March 2010; -- US$2 million on completion of a NI43-101 feasibility study and received on 8 September 2010; -- US$13 million when Rambler is awarded all permits required for the Ming mine construction. In January 2011 Sandstorm advanced US$7 million of the remaining US$13 million. /T/ For this, the Group has agreed to sell 32% of the payable gold in the first year of production. In each production year following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is renewable in 10 year terms at the option of Sandstorm. A 4.5% cash commission is payable with each payment received under the agreement. There are certain circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold as follows: /T/ i. If within 18 months of 4 March 2010 (the date of the agreement) the Ming Mine has not started producing gold any amounts advanced will become repayable on demand together with interest at a rate of 8% per annum. ii. If within 24 months of the date that gold is first produced, the Ming Mine has not produced and sold a minimum of 24,000oz of payable gold then a portion of the US$20 million will be repayable based on the shortfall of payable gold. iii.Within the first 36 months of Commercial production of gold any shortfall in the value of payable gold below the following amounts will be required to be paid in cash: -- within the first 12 months - US$3.6 million -- within the second 12 months - US $3.6 million -- within the third 12 months - US$3.1 million /T/ The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the effective interest rate implicit in the cash flows arising from the loan the cash flows are forecast at each quarter end based on management's best estimates of the time of delivery of payable gold, the total amount of gold expected to be produced over the mine life and the timing of that production. Total interest of $389,915 was accrued during the six months. $49,906 was included in exploration and evaluation expenditure and $340,009 charged to mineral properties. 7. Provisions /T/ 31 January 31 July 2011 2010 $,000 $,000 Reclamation and closure provision At 1 August 2010 559 - Provision during the period 287 559 Unwinding of discount 15 - --------------------- At 31 January 2011 861 559 --------------------- --------------------- /T/ The reclamation and closure provision has been made in respect of costs of land restoration and rehabilitation expected to be incurred at the end of the Nugget Pond Mill and Ming Mine's useful life. The provision has been calculated based on the present value of the expected future cash flows associated with reclamation and closure activities as required by the Government of Newfoundland and Labrador. The provision relates to restoration of the mill and mine sites. The liability is secured by a Letters of Credit totalling $1.96 million. A further provision of $0.55 million will be required following receipt of the final construction permits from the Government of Newfoundland and Labrador to be secured by additional letters of credit totalling $1.1 million. 8. Related parties /T/ Transactions with key management personnel Total key management personnel compensations were as follows: 3 months 3 months 6 months 6 months to to to to 31.01.11 31.01.10 31.01.11 31.01.10 $,000 $,000 $,000 $,000 Salaries 127 88 230 88 Share based payments 15 17 40 17 ------------------------------------------- 142 105 270 105 ------------------------------------------- ------------------------------------------- /T/ Directors' fees of $76,123 remained outstanding at January 31, 2011 (July 31, 2010: $38,738). 9. Share-based payments The number and weighted average exercise prices of share options are as follows: /T/ Weighted Weighted average average exercise Number exercise Number price of options price of options 31 January 31 January 31 July 31 July 2011 2011 2010 2010 $ No. 000 $ No. 000 Outstanding at the beginning of the period 0.467 3,952 0.416 3,313 Granted during the period 0.452 422 0.500 704 Adjustment 0.190 (12) - - Exercised 0.190 (30) - - Cancelled during the period 0.190 (300) 0.890 (65) -------------- ------------- Outstanding and exercisable at the end of the period 0.476 4,032 0.467 3,952 -------------- ------------- -------------- ------------- /T/ The options outstanding at 31 January 2011 have an exercise price in the range of $0.19 to $1.10 and a weighted average remaining contractual life of 8 years (31 July 2010: 9 years). The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model. The contractual life of the option (10 years) is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes model. /T/ 3 months 3 months 6 months 6 months Fair value of share options to to to to and assumptions 31.01.11 31.01.10 31.01.11 31.01.10 $,000 $,000 $,000 $,000 Fair value at measurement date of options granted in the period 16 - 116 - --------------------------------------------- Weighted average fair value per option granted in period 0.380 - 0.275 - Share price (weighted average) 0.600 - 0.452 - Exercise price (weighted average) 0.600 - 0.452 - Expected volatility (expressed as weighted average volatility used in the modelling under Black- Scholes model) 80.0% - 75.5% - Expected option life 5 - 5 - Expected dividends 0 - 0 - Risk-free interest rate (based on national government bonds) 2.50% - 2.50% - --------------------------------------------- /T/ The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information. There is no performance or market conditions associated with the share option grants. /T/ 3 months 3 months 6 months 6 months to to to to 31.01.11 31.01.10 31.01.11 31.01.10 $,000 $,000 $,000 $,000 Total expense recognised as employee costs 45 23 143 78 ------------------------------------------- ------------------------------------------- /T/ 10. Financial risk management The Group's principal financial assets comprise: cash and cash equivalents and other receivables. In addition the Company's financial assets include amounts due from subsidiaries. The Group and Company's financial liabilities comprise: trade payables; other payables; and accrued expenses. The Group's financial liabilities also include interest bearing loans and borrowings. All of the Group's and Company's financial liabilities are measured at amortised cost and their financial assets are classified as loans and receivables. 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 each of which is discussed below. There were no derivative instruments outstanding at 31 January 2011. Foreign currency risk The Group's cash resources are held in GB pounds and Canadian Dollars and the Gold Loan is repayable in US dollars. The Group has a downside exposure to any strengthening of the GB pound as this would increase expenses in Canadian dollar terms. This risk is mitigated by reviewing the holding of cash balances in GB pounds. Any weakening of the GB pound would however result in the reduction of the expenses in Canadian dollar 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 Parent Company are translated into Canadian dollars. The Group has a downside exposure to any strengthening of the US dollar as this would increase the amount repayable on the Gold Loan in Canadian dollar terms. This risk, however, is relevant only should the Gold Loan be repaid in cash under terms set out in note 6. Repayment is envisaged in payable gold which is denominated in US dollars. Once the Ming Mine is in production, this will mitigate this foreign currency risk. The Group does not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated with the Parent company's assets and liabilities as the foreign currency gains or losses are recorded in the translation reserve. Exchange rate fluctuations may adversely affect the Group`s financial position and results. The following table details the Group`s sensitivity to a 10% strengthening and weakening in the GB pound against the Canadian/US Dollar. 10% represents management's assessment of the reasonable possible exposure. /T/ Equity 31 January 31 July 2011 2010 $,000 $,000 10% strengthening of GB pound 13 53 10% weakening of GB pound (12) (47) 10% strengthening of US dollar (1,362) (515) 10% weakening of US dollar 1,316 468 ---------------------- ---------------------- /T/ Liquidity risk Prior to Q3 2010 the Group had relied on shareholder funding to finance its operations. During Q3, 2010 the Group entered into a financing arrangement in US dollars (see note 6). With finite cash resources and no material income, the liquidity risk is significant. This risk is managed by controls over expenditure and concentrating on achieving the payment milestones under the financing arrangement. Success will depend largely upon the outcome of ongoing and future exploration and development programmes. Given the nature of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in the short to medium term until such time as the Group becomes self-financing from the commercial production of mineral resources. The liabilities of the parent company are due within one year. The parent company has adequate financial resources to meet the obligations existing at 31 January 2011. The Group's and Company's trade payables, other payables and accrued expenses are generally due between one and three months and the Group's financial liabilities are due as follows: Financial liabilities At the year end the analysis of finance leases, hire purchase contracts and bank loans which were all due in Canadian Dollars and are at fixed interest rates was as follows: /T/ 31 January 31 July Fixed rate liabilities 2011 2010 $,000 $,000 Due within one year 725 388 Due within one to two years 826 374 Due within two to three years 716 22 Due within three to four years 748 24 Due within four to five years 759 5 Due after five years 15 16 --------------------- 3,789 829 --------------------- --------------------- /T/ The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 January 2011 was 6.06%. Credit 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. As at 31 January 2011, 46% of the Group's cash resources were invested in a short dated term deposits and bankers acceptances. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and management and Directors monitor events and associated risks on a continuous basis. There is little perceived credit risk in respect of other receivables. The Group's maximum exposure to credit risk at 31 January 2011 was represented by receivables and cash resources. 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. Details of the Group's borrowings are described in note 6. If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's reported result. Commodity price risk Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the market prices of commodities. The Group is exposed to commodity price risk as its future revenues will be derived based on contracts with customers at prices that will be determined by reference to market prices of copper and gold at the delivery date. The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold. In estimating the cash flows the following table details the Group's sensitivity to a 10% increase and a 25% decrease in the price of gold. These percentages represent management's assessment of the reasonable possible exposure. /T/ Gross assets 31 January 31 July 2011 2010 $,000 $,000 10% increase in the price of gold (85) (37) 25% decrease in the price of gold 290 106 ---------------------- ---------------------- /T/ 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 Average period for interest Floating which rates for Fixed rate rate rates are fixed rate At 31 January 2011 assets Assets Total fixed assets $,000 $,000 $,000 Months % Sterling 198 52 250 1 0.25 US $ - 1,688 1,688 - - Canadian $ 2,024 903 2,927 1 1.07 --------------------------------- 2,222 2,643 4,865 --------------------------------- --------------------------------- At 31 July 2010 $,000 $,000 $,000 Months % Sterling 484 67 551 1 0.25 Canadian $ 6,351 1,098 7,449 2 0.35 --------------------------------- 6,835 1,165 8,000 --------------------------------- --------------------------------- /T/ Fair values In the directors' opinion there is no material difference between the book value and fair value of any of the group's financial instruments. 11. Subsequent Events On March 8, 2011 the Group received the final construction approval from the Government of Newfoundland and Labrador for the Ming Copper-Gold Mine. Subsequently, on March 14, 2011 the final US$6 million from Sandstorm under the terms of the Gold Loan agreement was received. -30- FOR FURTHER INFORMATION PLEASE CONTACT: Rambler Metals and Mining Canada Limited George Ogilvie, P.Eng. President and CEO 709-532-4990 OR Rambler Metals & Mining Plc. Corporate Office +44 (0) 20 8652-2700 +44 (0) 20 8652-2719 (FAX) www.ramblermines.com OR Seymour Pierce Limited Nandita Sahgal +44 (0) 20-7107-8000 OR Seymour Pierce Limited Jeremy Stephenson +44 (0) 20-7107-8000 OR Pelham Bell Pottinger Charles Vivian +44 (0) 20 7861 3126 OR Pelham Bell Pottinger Philippe Polman +44 (0) 20 7861 3861 OR Ocean Equities Limited Guy Wilkes +44 (0) 20-7786-4370 Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. -0- Rambler Metals & Mining Plc

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