Half-yearly report
RAMBLER METALS & MINING PLC
AIM SYMBOL: RMM
TSX VENTURE SYMBOL: RAB
Rambler Metals & Mining Plc:Unaudited Interim Results for the Three and Six Month Periods Ended 31
January 2007
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND and LABRADOR--(CCNMatthews - April 2, 2007) - Rambler
Metals and Mining plc (TSX VENTURE:RAB)(AIM:RMM)(the "Company") is pleased to announce its interim
financial results for the six-month period ended January 31, 2007. The Net Loss for the six-month
period was GBP 390,231. Working capital, as at January 31st 2007 was GBP 2,945,099. The Net Loss Per
Share was 0.97p.
Operational highlights for the period include:
- The discovery of a new zone of mineralisation known as the Upper Ming Footwall Zone(UMFZ), measuring
10.7% Cu over 2 metres. A total of 3366 metres were drilled during the quarter.
- Completion of engineering work for the underground dewatering pump system. Construction of the waste
water treatment plant is proceeding within budget and is expected to be completed by May 2007.
Financial Highlights:
- Obtained a secondary listing on the TSX-Venture Exchange in Canada on 7th February 2007
- The Company currently has GBP 2,718,275 in cash or equivalent.
George Ogilvie, Chief Operating Officer commented:
"We are developing an excellent team and are delighted with our exploration results- everything is
tracking on target and on cost."
The complete financial statements and Company's management discussion and analysis for this period can
also be viewed at www.sedar.com.
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.
Certain information regarding the Company set forth in this press release, including management's
assessment of the Company's future plan, use of proceeds and operations contains forward looking
statements that involve substantial known and unknown risks and uncertainties. These forward looking
statements are subject to numerous risks and uncertainties, some of which are beyond the Company's and
management's control, including but not limited to, the impact of general economic conditions,
industry conditions, fluctuation of commodity prices, fluctuation of foreign exchange rates,
imperfection of reserve estimates, environmental risks, industry competition, availability of
qualified personnel and management, stock market volatility, timely and cost effective access to
sufficient capital from internal and external sources. The Company's actual results, performance or
achievement could differ materially from those expressed in or implied by, these forward looking
statements and accordingly, no assurance can be given that any of the events anticipated to occur or
transpire from the forward looking statements will provide any benefits to the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE QUARTER ENDED JANUARY 31, 2007
MANAGEMENT'S DISCUSSION AND ANALYSIS
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 January 31, 2007. This discussion should be read in conjunction with our unaudited financial
statements for the period ended January 31, 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 March 30, 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 a 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/
------------------------------------------------------------------------
Selected Annual Financial
Information
All amounts in pound
sterling, except shares 3 months 3 months 6 months 6 months
and per ended ended ended ended
share figures January 31 January 31 January 31 January 31
2007 2006 2007 2006
------------------------------------------------------------------------
Revenue - - - -
Administrative Expenses 266,217 61,284 360,249 149,251
Interest 46,414 46,211 89,732 113,322
Net (loss) (339,517) (15,073) (390,231) (35,929)
Per share (basic and
diluted) (0.85p) (0.04p) (0.97p) (0.9p)
Cash Flow (used) for
operating activities (241,027) (77,559) (320,461) (130,944)
Cash Flow from financing
activities 54,148 96,381 89,477 141,924
Cash Flow (used) for
investing activities (1,028,281) (305,371) (1,833,067) (570,222)
Management of liquid
resources (ii) 1,395,060 356,256 2,234,770 585,069
Net increase (decrease)
in cash 179,900 69,707 170,719 25,827
Liquid resources at end
of period 3,394,554 6,649,185 - -
Cash at end of period 30,960 (11,715) - -
Total Assets 7,697,571 8,200,238 - -
Total Liabilities 620,256 300,121 - -
Working Capital 2,945,099 6,486,860 - -
Weighted average number
of shares outstanding 40,030,000 40,030,000 - -
------------------------------------------------------------------------
(ii) 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 GBP0.02. 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 3,366 meters was drilled during the
quarter. The principal targets of both drills were the Ming Massive Sulphide (MMS) and the Ming
Footwall Zone with the holes in both zones being drilled on 50 meter centers. In general drilling of
the Ming Massive Sulphide and Ming Footwall Zone continues to show the existence of mineralization
over historical widths. Significantly hole RM06-04l intercepted a new zone of mineralization known as
the Upper Ming Footwall Zone (UMFZ) which intercepted 10.7% Cu over 2m. The UMFZ sits some 75m below
the footwall contact of the Ming Massive Sulphide Zone and has a plunge length in excess of 100m.
Future drilling of this area, the Ming Massive Sulphide and Ming Footwall Zone is scheduled for future
quarters. Subject to cash flow, the company will continue 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
A budget to complete the design of the Waste Water Treatment Plant was approved during the quarter and
the engineering contract was awarded to ADI Limited who have considerable experience in EPCM work
associated with process and waste water treatment plants. Construction of the waste water treatment
plant is proceeding within budget and should be completed by May 2007, after which time the dewatering
programme is expected to start.
Importantly, the company gained approval for the design and construction of the Waste Water Treatment
Plant from the Department of Environment, Newfoundland and Labrador. Prior to commissioning of the
Waste Water Treatment Plant the company will have to submit an application for approval to operate the
plant based on plant operating and maintenance protocols.
In January 2007, engineering work was also completed for the underground dewatering pump system which
included pump selection and dewatering strategy. The underground pumping system will supply water
currently contained in the Mine workings to the Waste Water Treatment Plant for processing and
cleaning. The mine will be dewatered to a sufficient depth to allow an underground delineation
drilling programme 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 January 31, 2007 and January 31, 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 January 31, 2007 of GBP339,517 which is an
increase of GBP324,444 from the period ending January 31, 2006. The loss per share increased from
0.04p to 0.85p. Losses were higher as general and administration expenses increased GBP204,933 to
GBP266,217. This increase was due to an increased level of operating activity and GBP122,974 of one-
off costs incurred in pursuing a secondary listing for the shares in the Company. Options were also
granted during the quarter resulting in a share based payment expense of GBP119,714. Interest income
was unchanged between quarters.
Cash flows used for operating activities increased by GBP163,468 to GBP241,027 reflecting the higher
level of operating expenses.
Cash flows used for investing activities increased by GBP722,910 reflecting an increase of GBP490,637
spent on exploration activity and an additional GBP232,273 spent on the purchase of office equipment.
No financings were undertaken during the quarter.
Total assets include capitalized exploration and development costs which increased GBP3596,534
(January 31, 2006: GBP399,351) to GBP3,863,863 after foreign exchange differences. Tangible fixed
assets were GBP238,909 (January 31, 2006: GBPnil).
Movements in the Income Statement, Balance Sheet and Cash Flow on a year-to-date basis are consistent
with explanations provided for the quarter.
Subsequent Events
(i) On February 7, 2007 the Company obtained a dual-listing for its shares on the TSX-Venture
exchange.
(ii) On April 16, 2007, twenty-six rehabilitation miners will start work with the company.
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 January 31, 2007 October 31, 2006
Revenue GBP- GBP-
Net (loss) (GBP339,517) (GBP50,714)
Per share (basic and diluted) 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 are the 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 January 31, 2007 the Company had working capital of GBP2,945,099 (January 31, 2006:
GBP6,486,860). 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:
---------------------------------------------------------------------------
At January 31, 2007 Fixed Rate Assets Floating Rate Assets Total
Currency
---------------------------------------------------------------------------
British Pound 2,694,938 20,820 2,714,962
---------------------------------------------------------------------------
Canadian $ 668,656 (111,307) 557,359
---------------------------------------------------------------------------
Total 3,363,594 (90,487) 3,272,321
---------------------------------------------------------------------------
---------------------------------------------------------------------------
At October 31, 2006 Fixed Rate Assets Floating Rate Assets Total
Currency
---------------------------------------------------------------------------
British Pound 2,804,519 21,342 2,825,861
---------------------------------------------------------------------------
Canadian $ 1,776,649 27,570 1,804,219
---------------------------------------------------------------------------
Total 4,581,649 48,912 4,630,080
---------------------------------------------------------------------------
---------------------------------------------------------------------------
At July 31, 2006 Fixed Rate Assets Floating Rate Assets Total
Currency
---------------------------------------------------------------------------
British Pound 2,850,071 17,176 2,867,247
---------------------------------------------------------------------------
Canadian $ 2,591,989 39,772 2,631,761
---------------------------------------------------------------------------
Total 5,442,060 56,948 5,499,008
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---------------------------------------------------------------------------
At January 31, 2006 Fixed Rate Assets Floating Rate Assets Total
Currency
---------------------------------------------------------------------------
British Pound 2,875,100 22,834 2,897,934
---------------------------------------------------------------------------
Canadian $ 3,497,563 112,154 3,609,717
---------------------------------------------------------------------------
Total 6,372,663 134,988 6,507,651
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/T/
Excluding interest received, the Company utilised GBP1,269,308 (2006: GBP382,930) and GBP2,153,528
(2006: GBP701,166) of available cash in the quarter and 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 and a material change in the level of exploration drilling being undertaken. At March 30,
2007, the Company's cash resources were £2,718,275.
Interest received has reduced in line with lower cash balances on deposit and average interest rates
were 3.98% and 3.42% on Sterling and Canadian deposits respectively. (2006: 3.94%, 3.85%)
As at January 31, 2007, capital commitments relating to construction of a new Waste Water Treatment
Plant were $1,405,612.
No financing activities took place during the quarter and management believe that the Company has
sufficient flexibility to manage expenditure and to raise further equity to fund operations for the
next 12 months.
/T/
OUTSTANDING SHARE DATA
The following information below is as at March 30, 2007
Ordinary Shares 40,320,000
Warrants -
Options 505,000
-----------
Total 40,825,000
/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 GBP128,709 by Altius. The following consultancy fees and
expenses remain outstanding and payable as at January 31, 2007:
/T/
S. Neamonitis, expenses
(Executive Director) GBP1,073 (July 31, 2006: GBP14,407)
B. Hinchcliffe, expenses
(Non-Executive Director) GBP11,395 (July 31, 2006: GBP1,504)
Altius Resources Inc.,
consultancy fees GBP12,100 (July 31, 2006: GBP5,500)
/T/
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.
RAMBLER METALS AND MINING PLC
UNAUDITED INTERIM RESULTS FOR THE THREE AND SIX MONTH PERIODS ENDED 31 JANUARY 2007
The accompanying unaudited financial statements of Rambler Metals and Mining PLC (the "Company") for
the three and six months ended 31 January 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.
/T/
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
3 months 3 months 6 months 6 months
ended ended ended ended
31 Jan 31 Jan 31 Jan 31 Jan
2007 2006 2007 2006
pound pound pound pound
sterling sterling sterling sterling
Turnover - - - -
Cost of sales - - - -
-----------------------------------------------------------
Gross loss - - - -
Administrative
expenses (266,217) (61,284) (360,249) (149,251)
Share-based
payments (119,714) - (119,714) -
-----------------------------------------------------------
Operating loss (385,931) (61,284) (479,963) (149,251)
Bank interest
receivable 46,414 46,211 89,732 113,322
-----------------------------------------------------------
Loss before
taxation (339,517) (15,073) (390,231) (35,929)
Taxation - - - -
-----------------------------------------------------------
Loss for the
period (339,517) (15,073) (390,231) (35,929)
-----------------------------------------------------------
-----------------------------------------------------------
Basic and
diluted loss
per ordinary
share (0.85)p (0.04)p (0.97)p (0.09)p
-----------------------------------------------------------
UNAUDITED CONSOLIDATED STATEMENT OF TOTAL RECOGNISED
GAINS AND LOSSES
3 months 3 months 6 months 6 months
ended ended ended ended
31 Jan 31 Jan 31 Jan 31 Jan
2007 2006 2007 2006
pound pound pound pound
sterling sterling sterling sterling
Loss on ordinary
activities
after taxation (339,517) (15,073) (390,231) (35,929)
Foreign exchange rate
differences (382,464) 179,313 (425,396) 244,566
-------------------------------------------------------------------
(721,981) 164,240 (815,627) 208,637
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RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED BALANCE SHEET
Unaudited Unaudited Audited
31 Jan 31 Oct 31 Jul
2007 2006 2006
pound pound pound
sterling sterling sterling
Intangible fixed assets 3,863,863 3,478,194 2,894,278
Tangible fixed assets 268,353 34,630 2,884
--------------------------------------------------------------------
4,132,216 3,512,824 2,897,162
--------------------------------------------------------------------
Prepaid expenses and deposits 170,801 117,906 113,490
Investments 3,363,594 4,581,168 5,442,060
Cash and cash equivalents 30,960 48,911 56,948
--------------------------------------------------------------------
Total current assets 3,565,355 4,747,985 5,612,498
Liabilities
Accounts payable and accrued
liabilities 620,256 581,227 736,432
--------------------------------------------------------------------
Net current assets 2,945,099 4,166,758 4,876,066
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Total assets less current
liabilities 7,077,315 7,679,582 7,773,228
--------------------------------------------------------------------
--------------------------------------------------------------------
Capital and reserves
Issued share capital 400,300 400,300 400,300
Share premium 7,164,625 7,164,625 7,164,625
Share option reserve 119,714 - -
Merger reserve 120,000 120,000 120,000
Accumulated losses (727,324) (5,343) 88,303
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7,077,315 7,679,582 7,773,228
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RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
3 months 3 months 6 months 6 months
ended ended ended ended
31 Jan 31 Jan 31 Jan 31 Jan
pound pound pound pound
sterling sterling sterling sterling
Cash flows from
operating activities:
Operating loss (385,931) (61,284) (479,963) (149,251)
Adjustments for:
Depreciation 13,680 - 16,147 -
Share based payment
expense 119,714 - 119,714 -
(Increase)/decrease in
other receivables and
prepayments (57,486) (26,816) (57,056) 23,521
Decrease/(increase) in
trade and other
payables 68,996 10,541 80,697 (5,214)
-------------------------------------------------------------------------
Net cash outflow from
operating activities (241,027) (77,559) (320,461) (130,944)
-------------------------------------------------------------------------
Cash flows from returns
on investment and
servicing of finance:
Interest received 54,148 96,381 89,477 141,924
-------------------------------------------------------------------------
Cash flows applied to
investing activities:
Acquisition of Rambler
Metals and Mining
Canada Ltd - - (138,797) (46,678)
Acquisition of
intangible fixed
assets (796,008) (305,371) (1,427,784) (523,544)
Acquisition of tangible
fixed assets (232,273) - (266,486) -
-------------------------------------------------------------------------
Net cash outflow from
investing activities (1,028,281) (305,371) (1,833,067) (570,222)
-------------------------------------------------------------------------
Cash flows from
management of liquid
resources:
Cash withdrawn from
liquid investments 1,395,060 356,256 2,234,770 585,069
-------------------------------------------------------------------------
Net cash inflow during
period 179,900 69,707 170,719 25,827
Net funds at start of
period 48,912 (11,715) 56,948 23,337
Exchange differences (319,299) 76,996 (318,154) 85,824
-------------------------------------------------------------------------
Net funds at end of
period (90,487) 134,988 (90,487) 134,988
-------------------------------------------------------------------------
-------------------------------------------------------------------------
/T/
RAMBLER METALS AND MINING PLC
UNAUDITED NOTES TO THE INTERIM STATEMENTS
FOR THE SIX MONTHS ENDED 31 JANUARY 2007
1. NATURE OF OPERATIONS AND GOING CONCERN
Operations
The Company 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 31 January 2007, the company has working capital of GBP2.95 million. The funds required to continue
operations and exploration activities during this period have been financed primarily from the prior
issue of equity.
Management believes that the Company has sufficient flexibility to manage expenditure and to raise
further equity to fund operations the coming year. However, the Company's ability to continue as a
going concern, and the recoverability of its mineral properties and property, plant and equipment, is
dependent on the copper price, its ability to fund its development and exploration programs, and to
manage and generate positive cash flows from operations in the future. These financial statements do
not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and
balance sheet classifications that would be necessary should the going concern assumption be
inappropriate, and these adjustments could be material.
In common with many exploration companies, further funding is raised as and when required and 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 principles ("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.
/T/
3. INTANGIBLE FIXED ASSETS
31 Jan 31 Oct 31 Jul
2007 2006 2006
pound pound pound
sterling sterling sterling
Cost
Balance - beginning of period 3,478,194 2,894,278 1,096,817
Additions 596,534 616,905 1,734,537
Foreign exchange differences (210,865) (32,989) 62,924
----------------------------------------------------------------
Balance - end of period 3,863,863 3,478,194 2,894,278
----------------------------------------------------------------
----------------------------------------------------------------
4. TANGIBLE FIXED ASSETS
Cost
Balance - beginning of period 37,444 3,245 -
Additions 238,909 34,219 3,245
Foreign exchange differences (160) (20) -
----------------------------------------------------------------
Balance - end of period 276,193 37,444 3,245
----------------------------------------------------------------
Depreciation
Balance - beginning of period 2,814 361 -
Charge for period 5,044 2,455 361
Foreign exchange differences (18) (2) -
----------------------------------------------------------------
Balance - end of period 7,840 2,814 361
----------------------------------------------------------------
Net book value
At end of period 268,353 34,630 2,884
----------------------------------------------------------------
----------------------------------------------------------------
At start of period 34,630 2,884 -
----------------------------------------------------------------
----------------------------------------------------------------
5. SHARE CAPITAL
31 Jan 31 Oct 31 Jul
2007 2006 2006
pound sterling pound sterling pound sterling
Authorised
Ordinary shares of pound
sterling 0.01 each 10,000,000 10,000,000 10,000,000
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Allotted, issued and fully
paid
Ordinary shares of pound
sterling 0.01 each 400,300 400,300 400,300
---------------------------------------------------------------------------
---------------------------------------------------------------------------
/T/
At 31 January 2007 the Company had outstanding warrants to subscribe for 320,000 shares of 1p each at
a price of 55p per ordinary share exercisable by 8 April 2007.
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 GBP119,714 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.
According to the terms of a service contract dated 7 March 2005, Altius provided certain technical
management of exploration programs, certain accounting, finance and secretarial services to the
Company. Altius receives a 7% management fee on all qualifying expenditures under this agreement.
Starting November 1, 2006 these services are being transitioned over the the Company.
For the six months ended 31 January 2007, the Company were invoiced GBP786,721 (31 July 2006:
GBP1,814,109) by Altius and at the end of the period, Altius were owed GBP12,480 (31 July 2006:
GBP542,230).
The following expense reimbursements were payable to directors at 31 January 2007:
S Neamonitis GBP1,073 (31 July 2006: GBP14,407)
B Hinchcliffe GBP11,395(31 July 2006: GBP1,504)
The following consultancy fees were payable at 31 January 2007:
Altius Mineral Corporation for the consultancy services of J Baker & B Dalton GBP12,100 (31 July 2006:
GBP5,500) These balances were all outstanding 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 31 January 2007 and 31 January 2006 all of
the Company's capital assets and operations were in Canada.
9. FINANCIAL INSTRUMENTS
The Company 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 Company'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 Company's expenses are incurred in the Canadian Dollar. The Company's principal
exchange rate exposure is therefore related to movements between the Canadian Dollar and Sterling. The
Company's cash resources are held in Sterling and Canadian Dollars. The Company 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 Company's cash resources. Any weakening of the Canadian Dollar
would however result in the reduction of the expenses in Sterling terms and preserve the Company'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 Company has relied on shareholder funding to finance its operations. As the Company has
finite cash resources and no material income, the liquidity risk is significant and is managed by
controls over expenditure.
Interest rate risk
The Company'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.
/T/
At the period end the cash and short term deposits were as follows:
Average
Fixed Floating Average interest
rate rate period for rate for
assets assets Total rates are fixed rate
pound pound pound fixed assets
sterling sterling sterling months %
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 six months ended 31 January 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 GBP228,531 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 GBP82,545. 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, capitalised 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 GBP244,014 (31 July 2006: GBP(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 GBP82,545 at 31 January 2007 (31 July 2006 - increase of GBP82,545) attributable to a future
tax liability of GBP82,545 (31 July 2006 - GBP82,545).
The application of Canadian GAAP would have impacted the Company's reported results for 2007 and 2006
as follows:
/T/
3 months 3 months 6 months 6 months
ended ended ended ended
31 Jan 31 Jan 31 Jan 31 Jan
2007 2006 2007 2006
pound pound pound pound
sterling sterling sterling sterling
Net loss under UK GAAP (339,517) (15,073) (390,231) (35,929)
Foreign exchange
(loss)/gain (171,457) 100,980 (181,382) 141,235
-------------------------------------------------------------------
Net (loss)/profit under
Canadian GAAP (510,974) 85,907 (571,613) 105,306
-------------------------------------------------------------------
-------------------------------------------------------------------
Net (loss)/earnings per
share based on
Canadian GAAP (1.28)p 0.25p (1.43)p 0.31p
-------------------------------------------------------------------
/T/
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining PLC
George Ogilvie
VP & COO
(709) 532-4990
OR
Rambler Metals and Mining PLC
Leslie Little
Company Secretary
020 7661 8104
Website: www.ramblermines.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Rambler Metals & Mining Plc
Friday, 3rd January 2025
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