1st Quarter Results

FOR: RAMBLER METALS & MINING PLC TSX VENTURE SYMBOL: RAB AIM SYMBOL: RMM December 10, 2008 1st Quarter Results 2009 and Operations Update LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Dec. 10, 2008) - Rambler Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its 1st quarter results for the three months ending 31 October 2008, along with an operations update. 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. Operational Highlights: - The exploration drilling programme continued with a total of 3,796 metres drilled in the first quarter compared to 4,344 metres drilled in the same period in 2007. At the end of the quarter, 4,739 metres remain to be drilled on a 25,000 metre contract with a third party drilling contractor in the 2008 calendar year. During the quarter, the manpower resource on the drilling was reduced to one crew to preserve cash and drills were also shut down for two weeks for scheduled maintenance. Primary drilling was carried out on the newly discovered 1806 Zone and new drill cut-outs had to be developed off the existing main ramp to enable air powered diamond drills to access this zone. - A total of 336 metres of Exploration and Pre-production development was carried out during the quarter. - C.S.I. Engineering (ex-Blue Note Mining Ltd. Engineering Group) has been appointed to carry out the Pre- Feasibility, mine planning and scheduling, CAPEX, equipment selection and cost estimating for the first five years of the mine where a high grade, low tonnage scenario has been decided. This program will be completed by the end of January 2009 and will represent the basis for the Business Plan and Economic Model for the project. - Headcount increased by 2 to 42 employees during the quarter, which included the hiring of a General Manager as planned. Future Operations: - Rambler remains fully committed to pursuing an aggressive exploration programme and delineating near term, high grade underground resources. The Company plans to release an update to its NI43-101 compliant resource at the end of the second quarter of 2009 (January 31, 2009). The new 1806 Zone has high intersections of gold, copper, silver and zinc, as announced in the Rambler Press Releases in September and October and Rambler plans to publish metallurgical testing results in the next quarter. - Works on the pre-feasibility study and applications for the Environmental Licensing are on track and are anticipated to be completed by end of January 2009. Financial Highlights: - Compared to the quarter ending 31 October 2007, net losses increase Pounds Sterling 77,246 to Pounds Sterling 212,542 and the loss per share increased from 0.27p to 0.36p. These losses were mainly due to higher administration expenses which increased from Pounds Sterling 44,709 to Pounds Sterling 233,158. Administrative staff costs were the primary driver for this change increasing Pounds Sterling 59,677 to Pounds Sterling 156,032. - Interest income was Pounds Sterling 35,517 lower at Pounds Sterling 29,209 as a result of lower cash balances. - Cash flows used for operating activities increased by Pounds Sterling 28,320 mainly as a result of increased operating losses. Cash flows used for investment activities reduced by Pounds Sterling 169,953 primarily as a result of cost savings from the switch from surface to underground drilling. Cash flows used for financing activities reduced by Pounds Sterling 11,584 to Pounds Sterling 32,349 reflecting the lower capital payments on finance leases expired in previous periods. - Total assets including accumulated deferred exploration expenditures and mine rehabilitation costs decreased Pounds Sterling 146,610 to Pounds Sterling 19,897,224 during the quarter. - Cash at the end of the period was Pounds Sterling 3,454,608 and the management are currently evaluating a number of alternative ways of financing the project through to the production stage. The directors remain confident that further financing will be available by the end of July 2009. George Ogilvie, President and Chief Executive Officer, commented: "Despite the difficult financial climate Rambler has continued to meet all its targets on time and within budget. Rambler is confident that the update to the NI43-101 compliant resource and the completion of the Prefeasibility Study will demonstrate the long term economic viability of the Project. We feel strongly about the Company's future prospects in the coming year and we have an excellent team of people to advance the Ming Mine into production in the foreseeable future." About the Company Rambler was founded in 2004 when Altius Minerals Corporation ("Altius"), a Newfoundland and Labrador based resource company, contributed to the Company's asset base an option to acquire and develop the Rambler property. The Rambler property had been a former underground copper and gold producing property that ceased production when the deposit reached a then third party property boundary. This neighbouring property was subsequently consolidated before being brought into the Company. The Company now owns a 100% interest in the property. The principal activity of the Group is carrying out development and exploration on the Rambler Property a mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula. RAMBLER METALS AND MINING PLC MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FIRST QUARTER The following management's discussion and analysis ("MD&A") of Rambler Metals & Mining plc (the "parent company") and its subsidiaries (the "Group" 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 these risks and uncertainties, including those set forth in this MD&A. 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 31 October 2008. This discussion should be read in conjunction with our audited financial statements for the year ended 31 July 2008 and the related notes thereto. These consolidated statements have been prepared in accordance with International Financial Reporting Standards (IFRS). This MD&A, which has been prepared as of 9 December 2008, is intended to supplement and complement our audited consolidated financial statements and notes thereto for the year ended 31 July 2008 prepared in accordance with International Financial Reporting Standards (IFRS). The presentation currency is British Pounds. OUR BUSINESS & OPERATIONS REVIEW The parent company was incorporated as Fortress Metals and Mining plc on 14 April 2004 and changed its name to Rambler Metals and Mining plc on 17 March 2005. The parent company's Ordinary Shares were admitted for trading on the London AIM market on 8 April 2005 under the symbol "RMM" and were listed on the TSX Venture Exchange on 7 February 2007 under the symbol "RAB". The principal activity of the Group is carrying out development and exploration on the Rambler Property a mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula. Operational highlights include: - Exploration Drilling- exploration drilling activity continued with a total of 3,796 metres drilled in the first quarter compared to 4,344 metres drilled in the same period in 2007. At the end of the quarter, 4,739 metres remain to be drilled on a 25,000 metre contract with a third party drilling contractor in the 2008 calendar year. During the quarter, the manpower resource on the drilling was reduced to one crew to preserve cash. Drills were also shut down for scheduled maintenance for two weeks in September. Primary drilling was carried out in September and October on the newly discovered 1806 Zone and new drill cut-outs had to be developed off the existing main ramp to enable air powered diamond drills to access this zone. Our electric drill was kept on the 2,300 level and used as a spare location for a drill crew on the Lower Footwall Zone. The Group is aiming to release an update to its NI43-101 compliant resource at the end of the second quarter of 2009 (January 31, 2009). The new 1806 Zone has high intersections of gold, copper, silver and zinc, as announced in the Rambler Press Releases in September and October. - A total of 336 metres of Exploration and Pre-production development carried out during the quarter. - The current published NI43-101 Resource Estimate is estimated: -- Measured: 484,000 tonnes of ore @ 2.98% Cu, 2.28 g/t Au, 9.6 g/t Ag -- Indicated: 9,576,000 tonnes of ore @ 1.78% Cu, 0.2 g/t Au, 1.75 g/t Ag -- Inferred: 3,077,000 tonnes of ore @ 1.57% Cu, 0.58 g/t Au, 4.29 g/t Ag -- Total: 13,137,000 tonnes of ore @ 1.77% Cu, 0.37 g/t Au, 2.64 g/t Ag The ore body remains open at depth and on all sides. An update of the NI43-101 is scheduled for January 31, 2009. - Securing a Senior Mine Engineer has proved to be challenging, however, the Group continues its recruiting efforts. At the end of October, a contract was signed with C.S.I. Engineering (ex-Blue Note Mining Ltd. Engineering Group), which provides a full resource of engineering disciplines to carry out the Pre-Feasibility, mine planning and scheduling, Capital Program, equipment selection and cost estimating for the first five years of the mine where a high grade, low tonnage scenario has been decided. This program will be completed before January 31, 2009 and will represent the basis for the Business Plan and Economic Model for the project. - Headcount - personnel in the first quarter of 2009 increased by 2 to 42 employees and with the exception of recruiting a senior mine engineer, the Group met its objectives of hiring key employees, including a General Manager, to continue the project to progress against plan and within budget. SELECTED FINANCIAL INFORMATION The following selected financial information has been derived from the consolidated financial statements of the Group for the periods indicated and should be read in conjunction with such statements and notes thereto. /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Selected Financial Information 3 months 3 months All amounts in Pounds Sterling , except ended ended shares and per share figures 31 October 31 October 2008 2007 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Revenue - - Administrative Expenses 233,158 188,449 Bank Interest Receivable 29,209 64,726 Net (loss) (212,542) (135,296) Loss per share in pence (basic and diluted) (0.36p) (0.27p) Cash Flow (used) for operating activities (297,550) (269,230) Cash Flow (used) for investing activities (1,396,057) (1,566,010) Cash Flow (used) for financing activities (32,349) (43,933) Net (decrease) in cash (1,725,956) (1,879,173) Cash & Cash Equivalents at end of period 3,454,608 5,161,546 Total Assets 19,897,224 15,902,570 Total Liabilities 1,027,969 1,628,708 Working Capital 3,041,078 4,419,092 Weighted average number of shares outstanding 59,385,000 55,358,200 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- /T/ Review of quarter ending 31 October 2008 The Group's only source of income since incorporation has been bank deposit interest. Compared to the quarter ending 31 October 2007, net losses increased Pounds Sterling 77,246 to Pounds Sterling 212,542 and the loss per share increased from 0.27p to 0.36p. Losses were higher as administration expenses increased Pounds Sterling 44,709 to Pounds Sterling 233,158. Administrative staff costs were the primary driver for this change increasing Pounds Sterling 59,677 to Pounds Sterling 156,032. Included in this increase was an amount of Pounds Sterling 23,561 related to share-based payment charge. This increase in costs was partially offset by a reduction in tax consultancy service costs of Pounds Sterling 22,400. Interest income was Pounds Sterling 35,517 lower at Pounds Sterling 29,209 as a result of lower cash balances. Cash flows used for operating activities increased by Pounds Sterling 28,320 substantially as a result of increased operating losses. Cash flows used for investing activities reduced by Pounds Sterling 169,953 primarily as a result of cost savings from the switch from surface to underground drilling. Cash flows used for financing activities reduced by Pounds Sterling 11,584 to Pounds Sterling 32,349 reflecting the reduction in capital payments on finance leases expiring in previous periods. Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs decreased Pounds Sterling 146,610 to Pounds Sterling 19,897,224 during the quarter. This decrease was substantially due to the loss for the quarter. The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the fourth quarter of fiscal 2008 are consistent with explanations given above. SUMMARY OF QUARTERLY RESULTS Quarterly Results for the most recent eight reporting periods are shown below. (All amounts in British Pounds except per share figures) /T/ 4th 3rd 2nd 1st Fiscal 2009 Quarter Quarter Quarter Quarter ----------- Revenue - Net Loss (212,542) Loss per share Basic & diluted (in pence) (0.36) Fiscal 2008 ----------- Revenue - - - - Net Loss (131,375) (229,757) (238,377) (135,296) Loss per share Basic & diluted (in pence) (0.23) (0.45) (0.48) (0.27) Fiscal 2007 ----------- Revenue - - - - Net Loss (87,557) (191,441) (339,517) Loss per share-Basic & diluted (in pence) (0.14) (0.48) (0.85) /T/ Net losses for the final three quarters of 2007 are stated in accordance UK GAAP. An increase in administrative expenses as well as one-off costs associated with pursuing a secondary listing for the shares of the parent company and completing a fund raising are key factors behind the increase in net losses for the second and third quarters of Fiscal 2007. Options were also granted during the second quarter of Fiscal 2007 resulting in a share based payment expense. SUBSEQUENT EVENT On 11 November 2008, 1,971,000 options were granted to officers and employees of the Group at CAN$0.19 per share. An additional 102,000 options were granted to a service provider at CAN$0.19 per share on the same date. OUTLOOK The Group will continue to pursue an aggressive exploration programme while continuing to delineate near term, high grade underground resources. In addition, in the near future management expect to: - Complete metallurgical testing on the 1807 Zone - Complete the Pre-Feasibility Study - Complete the application for the Environmental Licensing - Announce an updated NI43-101 Resource Estimate LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION To date, the Group has relied on shareholder funding to finance its operations. With finite cash resources and no material income, 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. The majority of the Group's expenses are incurred in Canadian Dollars. The Group's principal exchange rate risk is therefore related to movements between the Canadian Dollar and the British Pound. The Group's cash resources are held in British Pounds and Canadian dollars. The Group has a downside risk to any strengthening of the Canadian Dollar as this would increase expenses in British Pound terms. 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. Cash balances in Canadian Dollars are kept under constant review and surplus funds are held on deposit on the most advantageous terms of deposit available up to three month's maximum duration. Floating rate financial assets comprise 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. Cash, short terms deposits and Canadian Government Treasury Bills (expressed in British Pounds) were as follows: /T/ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- At 31 October 2008 Fixed Rate Assets Floating Rate Assets Total Currency ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- British Pound 170,000 69,773 239,773 ---------------------------------------------------------------------------- Canadian Dollars 2,710,822 504,013 3,214,835 ---------------------------------------------------------------------------- Total 2,880,822 573,786 3,454,608 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- At 31 October 2007 Fixed Rate Assets Floating Rate Assets Total Currency ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- British Pound 825,000 44,286 869,286 ---------------------------------------------------------------------------- Canadian Dollars - 4,292,260 4,292,260 ---------------------------------------------------------------------------- Total 825,000 4,336,546 5,161,546 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- At 31 October 2006 Fixed Rate Assets Floating Rate Assets Total Currency ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- British Pound 2,804,519 21,342 2,825,861 ---------------------------------------------------------------------------- Canadian Dollars 1,776,649 27,570 1,804,219 ---------------------------------------------------------------------------- Total 4,581,649 48,912 4,630,080 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- /T/ The Group also entered into leases for mining and other equipment. At 31 October 2008, the Group has outstanding obligations, including interest, relating to these leases of Pounds Sterling 541,750. The Group also had an outstanding mortgage obligation of Pounds Sterling 19,164 at 31 October 2008. The Group utilised Pounds Sterling 297,550 (2007: Pounds Sterling 269,230) to finance operating cash flows during the quarter. This increase was primarily a result of increased operating losses on higher costs discussed above. Cash outflows from investing activities decreased to Pounds Sterling 1,396,057 (2007: Pounds Sterling 1,566,010) primarily as a result of a Pounds Sterling 109,669 reduction in evaluation and exploration expenditure and a reduction in expenditure on plant and equipment of Pounds Sterling 91,409. Cash outflows relating to financing activities decreased to Pounds Sterling 32,349 (2006: Pounds Sterling 43,933) reflecting the reduction in capital payments on finance leases expiring in previous periods. Interest received reduced in line with lower cash balances on deposit compared to the same quarter last year. Cash at the end of the period was Pounds Sterling 3,454,608 and the directors and management are currently evaluating a number of alternative ways of financing the project through to the production stage. The directors remain confident that further financing will be available before 31 July 2009. At 10 December 2008, the Company has Pounds Sterling 3.0 million in cash. /T/ Commitments As at 31 October 2008 commitments included: ---------------------------------------------------------------------------- All commitments in Canadian Dollars $ ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Surface & underground drill programmes 284,000 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- TOTAL 284,000 ---------------------------------------------------------------------------- /T/ Financial Instruments 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. 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. Starting in January 2008, the Directors and management started taking an increasingly cautious approach to treasury management by investing surplus funds in Canadian Government Treasury Bills. Management reviews holdings and investments in these Treasury Bills on a quarterly basis and, as far as possible, aligns funds becoming available with operating cash requirements of the business. The directors are of the opinion that the Group has taken a very risk averse approach to management of cash resources and is closely monitoring events and associated risks on a continuous basis. There were no derivative instruments outstanding at 31 October 2008. Related Party Transactions The parent company has a related party relationship with its subsidiary, and with its Directors and executive officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc ("Altius"), a 20% shareholder in the parent company. A total of Pounds Sterling 70,441 (2007: Pounds Sterling 55,341) was paid to key management personnel during the quarter including share-based payments of Pounds Sterling 18,062 (2007: Pounds Sterling nil). Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2008 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2007: Pounds Sterling 3,300). At 31 October 2008 the company owed Pounds Sterling 7,700 (31 July 2008: Pounds Sterling 4,400) to Altius in respect of these fees. The following expenses reimbursements were payable to directors at 31 October 2008: /T/ S Neamonitis Pounds Sterling 1,000 (31 July 2008: Pounds Sterling 1,073, 31 October 2007: Pounds Sterling 1,073) B Hinchcliffe Pounds Sterling 4,521 (31 July 2008, Pounds Sterling 1,313, 31 October 2007: Pounds Sterling 2,313) /T/ Going Concern The Group's ability to continue as a going concern, and the recoverability of its mineral properties, 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, the Group raises finance for its exploration and appraisal activities in discrete tranches. The Directors and management are currently evaluating a number of alternative ways of financing the project through to the production stage. These include various forms of debt financing, working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last resort, equity financing. Despite, the turmoil in the world financial system, the directors remain confident that the necessary finance can be successfully raised before 31 July 2009 and have therefore concluded that the Group is a going concern. Impairment Assessments of Development Projects and Exploration Properties The Directors have assessed whether the exploration and evaluation costs have suffered any impairment by considering resource estimates, future processing capacity, the forward market and longer term price estimates for Copper. Management's estimates of these factors are subject to risk and uncertainties affecting the recoverability of the Group's 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. Stock Based Compensation In the 2008 and 2007 fiscal years, the parent company granted a number of individuals employee stock options. The number of share options being granted is considered by the directors to be consistent with companies of a similar size and profile to Rambler. The parent company is likely to grant individuals employee stock options again in the future. 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. 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 31 July 2009: /T/ IFRS Application /Amend- Title Nature of change to Application date date for ment accounting policy of standard Group ---------------------------------------------------------------------------- IFRS 8 Operating No change to Supersedes IAS 14 1 August 2009 segments accounting policy, from 1 January therefore, no 2009 impact ---------------------------------------------------------------------------- IAS 23 Borrowing Finance costs 1 January 2009 1 August 2009 amend- costs directly related ment to non-current assets will be capitalised ---------------------------------------------------------------------------- IFRS 3/ Business No change to 1 July 2009 1 August 2009 IAS 27 combin- accounting revised ations/ policy, therefore, consolidated no impact and separate financial statements ---------------------------------------------------------------------------- IFRS 2 Share-based No change to 1 January 2009 1 August 2009 amend- payment accounting ment policy, therefore, no impact ---------------------------------------------------------------------------- IFRIC 16 Hedges of a No change to 1 October 2008 1 August 2009 net accounting investment policy, therefore, in a no impact foreign operation ---------------------------------------------------------------------------- /T/ Management have reviewed the impact of the above standards and have concluded that they will not result in any material changes to reported results. IFRIC's 12 to 15 have been issued but in the opinion of the Directors are not relevant to the operations of the Group. /T/ OUTSTANDING SHARE DATA As at the date of this MD&A the following securities are outstanding: Ordinary Shares 59,385,000 Warrants 4,675,000 Options 3,368,000 ---------- Total 67,428,000 ---------- /T/ 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. RAMBLER METALS AND MINING PLC UNAUDITED CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED 31 OCTOBER 2008 The accompanying financial information for the three months ended 31 October 2008 and 31 October 2007 have not been reviewed or audited by the Group's auditors and has an effective date of (9) December 2008. /T/ RAMBLER METALS AND MINING PLC CONSOLIDATED INCOME STATEMENT (Unaudited) Three months ended 31/10/08 31/10/07 Pounds Sterling Pounds Sterling Administrative expenses 233,158 188,449 Operating loss (233,158) (188,449) --------- --------- Bank interest receivable 29,209 64,726 Finance lease interest payable (8,593) (11,573) --------- --------- 20,616 37,118 --------- --------- Loss before tax (212,542) (135,296) Taxation - - --------- --------- Loss after tax (212,542) (135,296) --------- --------- Basic and diluted loss per ordinary share (0.36)p (0.27)p --------- --------- The accompanying notes are an integral part of these consolidated financial statements RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE (Unaudited) Three months ended 31/10/08 31/10/07 Pounds Sterling Pounds Sterling Foreign exchange differences 325,633 1,176,993 Loss for the period (212,542) (135,296) --------- --------- Total recognised income and expense for the period 113,091 1,041,697 --------- ---------- --------- ---------- The accompanying notes are an integral part of these consolidated financial statements. RAMBLER METALS AND MINING PLC CONSOLIDATED BALANCE SHEET 31/10/08 31/07/08 Unaudited Audited Pounds Sterling Pounds Sterling ASSETS Property, plant and equipment 2,617,596 2,621,367 Deferred exploration costs 13,665,876 12,125,573 ---------------- ---------------- Total non-current assets 16,283,472 14,746,940 ---------------- ---------------- Other receivables 159,144 189,385 Cash and cash equivalents 3,454,608 5,107,509 ---------------- ---------------- Total current assets 3,613,752 5,296,894 ---------------- ---------------- Total assets 19,897,224 20,043,834 ---------------- ---------------- ---------------- ---------------- EQUITY Issued share capital 593,850 593,850 Share premium account 18,699,659 18,699,659 Merger reserve 120,000 120,000 Translation reserve 1,070,187 744,554 Accumulated losses (1,614,441) (1,425,462) ---------------- ---------------- Total equity 18,869,255 18,732,061 ---------------- ---------------- LIABILITIES Interest bearing loans and borrowings 455,295 454,370 ---------------- ---------------- Total non-current liabilities 455,295 454,370 ---------------- ---------------- Interest bearing loans and borrowings 105,619 136,667 Trade and other payables 467,055 720,196 ---------------- ---------------- Total current liabilities 572,674 856,863 ---------------- ---------------- Total liabilities 1,027,969 1,311,233 ---------------- ---------------- Total equity and liabilities 19,897,224 20,043,834 ---------------- ---------------- ---------------- ---------------- The accompanying notes are an integral part of these consolidated financial statements. The comparative information has been restated in accordance with IFRS. RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three months ended 31/10/08 31/10/07 Pounds Sterling Pounds Sterling Cash flows from operating activities Operating loss (233,158) (188,449) Depreciation 1,919 3,742 Share-based payments 23,561 - Decrease/(increase) in receivables 28,472 (958) Decrease in payables (109,751) (71,992) ---------------- ---------------- Cash used in operations (288,957) (257,657) Interest paid (8,593) (11,573) ---------------- ---------------- Net cash used for operating activities (297,550) (269,230) ---------------- ---------------- Cash flows from investing activities Interest received 30,978 62,103 Acquisition of evaluation and exploration assets (1,158,375) (1,268,044) Acquisition of property, plant and equipment (268,660) (360,069) ---------------- ---------------- Net cash used for investing activities (1,396,057) (1,566,010) ---------------- ---------------- Cash flows from financing activities Proceeds from the issue of share capital - 10,625 Capital element of finance lease payments (32,349) (54,558) ---------------- ---------------- Net cash outflow from financing activities (32,349) (43,933) ---------------- ---------------- Net decrease in cash and cash equivalents (1,725,956) (1,879,173) Cash and cash equivalents at beginning of period 5,107,509 6,590,372 Effect of exchange rate fluctuations on cash held 73,055 450,347 ---------------- ---------------- Cash and cash equivalents at end of period 3,454,608 5,161,546 ---------------- ---------------- ---------------- ---------------- The accompanying notes are an integral part of these consolidated financial statements. RAMBLER METALS AND MINING PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) /T/ 1 NATURE OF OPERATIONS AND GOING CONCERN The principal activity of Rambler Metals and Mining plc (the "parent company") and its subsidiaries (the "Group" or "Rambler") is carrying out development and exploration on the Rambler copper and gold property in Baie Verte, Newfoundland, Canada. The accounting policies and methods of computation used in the preparation of the unaudited consolidated financial information are the same as those described in the Company's audited consolidated financial statements and notes thereto for the year ended 31 July 2008 and are consistent with the principles of International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB"), as those adopted by the European Union and with IFRSs and their interpretations adopted by the International Accounting Standards Board (IASB). In the opinion of management, the accompanying interim financial information includes all adjustments considered necessary for fair and consistent presentation of financial statements. These interim consolidated financial statements should be read in conjunction with the Group's audited financial statements and notes for the year ended 31 July 2008. This interim consolidated financial information has been prepared on the basis of a going concern, which contemplates the realisation of assets and settlement of liabilities in the normal course of business as they fall due. The Group's ability to continue as a going concern, and the recoverability of its mineral properties, 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, the Group raises finance for its exploration and appraisal activities in discrete tranches. The Directors and management are currently evaluating a number of alternative ways of financing the project through to the production stage. These include various forms of debt financing, working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last resort, equity financing. Despite, the turmoil in the world financial system, the directors remain confident that the necessary finance can be successfully raised before 31 July 2009 and have therefore concluded that the Group is a going concern. The financial information for the twelve months ended 31 July 2008 has been derived from the Group's audited financial statements for the period as filed with the Registrar of Companies. It does not constitute the financial statements for that period. The auditors' report on the statutory financial statements for the year ended 31 July 2008 was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. An emphasis of matter paragraph was included in the audit report regarding the availability of project finance and going concern. /T/ 2 PROPERTY, PLANT AND EQUIPMENT Land and Plant and Other Buildings Equipment Assets Total Pounds Pounds Pounds Pounds Sterling Sterling Sterling Sterling Cost Balance at 1 August 2007 240,137 1,859,324 129,871 2,229,332 Additions 211,916 763,624 97,246 1,072,786 Effect of movements in foreign exchange 22,482 145,579 11,372 179,433 -------- --------- -------- ---------- Balance at 31 July 2008 474,535 2,768,527 238,489 3,481,551 -------- --------- -------- ---------- Balance at 1 August 2008 474,535 2,768,527 238,489 3,481,551 Additions 31,228 160,706 22,935 214,869 Disposals - - (36,057) (36,057) Effect of movements in foreign exchange 8,612 50,054 4,016 62,682 -------- --------- -------- ---------- Balance at 31 October 2008 514,375 2,979,287 229,383 3,723,045 -------- --------- -------- ---------- Depreciation Balance at 1 August 2007 16,860 668,906 21,953 92,246 Depreciation charge for period 104,504 592,750 40,814 738,068 Effect of movements in foreign exchange 4,489 22,723 2,658 29,870 -------- --------- -------- ---------- Balance at 31 July 2008 125,853 668,906 65,425 860,184 -------- --------- -------- ---------- Balance at 1 August 2008 125,853 668,906 65,425 860,184 Depreciation charge for period 33,554 193,223 11,968 238,745 On disposals - - (10,944) (10,944) Effect of movements in foreign exchange 2,507 13,450 1,507 17,464 -------- --------- -------- ---------- Balance at 31 October 2008 161,914 875,579 67,956 1,105,449 -------- --------- -------- ---------- Carrying amounts At 1 August 2007 223,277 1,805,891 107,918 2,137,086 -------- --------- -------- ---------- -------- --------- -------- ---------- At 31 July 2008 348,682 2,099,621 173,064 2,621,367 -------- --------- -------- ---------- -------- --------- -------- ---------- At 1 August 2008 348,682 2,099,621 173,064 2,621,367 -------- --------- -------- ---------- -------- --------- -------- ---------- At 31 October 2008 352,461 2,103,708 161,427 2,617,596 -------- --------- -------- ---------- -------- --------- -------- ---------- RAMBLER METALS AND MINING PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3 EXPLORATION AND EVALUATION COSTS Total Pounds Sterling Cost Balance at 1 August 2007 5,941,947 Additions 5,638,837 Effect of movements in foreign exchange 544,789 ---------------- Balance at 31 July 2008 12,125,573 ---------------- Balance at 1 August 2008 12,125,573 Additions 1,315,700 Effect of movements in foreign exchange 224,603 ---------------- Balance at 31 October 2008 13,665,876 ---------------- Carrying amounts At 1 August 2007 5,941,947 ---------------- ---------------- At 31 July 2008 12,125,573 ---------------- ---------------- At 1 August 2008 12,125,573 ---------------- ---------------- At 31 October 2008 13,665,876 ---------------- ---------------- 4 CAPITAL AND RESERVES Accumu- Trans- Share Share lated lation Merger Total Capital Premium losses reserve reserve equity Pounds Pounds Pounds Pounds Pounds Pounds Sterling Sterling Sterling Sterling Sterling Sterling Balance at 1 August 2007 497,000 13,356,081 (789,148) 37,607 120,000 13,221,540 Total recognised income and expense - - (734,805) 706,947 - (27,858) Share-based payments - - 98,491 - - 98,491 Share issues 96,850 5,709,775 - - - 5,806,625 Costs of share issues - (366,197) - - - (366,197) ------- ----------- ----------- ---------- ------- ----------- Balance at 31 July 2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601 ------- ----------- ----------- ---------- ------- ----------- Balance at 1 August 2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601 Total recognised income and expense - - (212,542) 325,633 - 113,091 Share issues - - - - - - Cost of share issues - - - - - - Share-based payments - - 23,563 - - 23,563 ------- ----------- ----------- ---------- ------- ----------- Balance at 31 October 2008 593,850 18,699,659 (1,614,441) 1,070,187 120,000 18,869,255 ------- ----------- ----------- ---------- ------- ----------- /T/ At 31 October 2008 the Company had 1,295,000 share options and 4,675,000 share warrants in issue. These may have a dilutive effect on the basic earnings or loss per share in the future. 5 RELATED PARTY TRANSACTIONS Brian Dalton and John Baker, directors of the parent company are also directors of Altius Resources Inc ("Altius"), a 20% shareholder in the parent company. Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2008 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2007: Pounds Sterling 3,300). At 31 October 2008 the company owed Pounds Sterling 7,700 (31 July 2008: Pounds Sterling 4,400) to Altius in respect of these fees. The following expenses reimbursements were payable to directors at 31 October 2008: /T/ S Neamonitis Pounds Sterling 1,000 (31 July 2008: Pounds Sterling 1,073, 31 October 2007: Pounds Sterling 1,073) B Hinchcliffe Pounds Sterling 4,521 (31 July 2008, Pounds Sterling 1,313, 31 October 2007: Pounds Sterling 2,313) /T/ 6 SHARE BASED PAYMENTS Rambler Metals and Mining PLC has established a share option scheme with the purpose of motivating and retaining qualified management and to ensure common goals for management and the shareholders. For options granted the vesting period is generally up to three years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group. As at 31 October 2008, ordinary share options held by employees were as follows: /T/ Outstanding Weighted average Exercisable number of remaining number of Exercise price Options contractual life options 32p 100,000 7.60 100,000 42.5p 380,000 8.10 380,000 55p 534,000 9.03 193,340 48p 131,000 9.65 - 27p 150,000 9.80 50,000 ----------- ---------------- ----------- 1,295,000 8.80 723,340 ----------- ---------------- ----------- During the periods ended 31 October 2008 and 2007, director and employee stock options were granted, exercised and cancelled as follows: Weighted average exercise price Options At 1 August 2007 40.4p 505,000 Granted 52.9p 765,000 Exercised 42.5p (25,000) ---------- At 31 July 2008 47.9p 1,245,000 Granted 27.0p 150,000 Cancelled 48.0p (100,000) ---------- At 31 October 2008 45.6p 1,295,000 ---------- ---------- /T/ 7 SUBSEQUENT EVENTS On 10 November 2008, 1,971,000 options were granted to officers and employees of the Group at CAN$0.19 per share. An additional 102,000 options were granted to a service provider at Pounds Sterling 0.10 per share on the same date. -30- FOR FURTHER INFORMATION PLEASE CONTACT: Rambler Metals and Mining PLC George Ogilvie President & CEO (709) 532-4990 OR Rambler Metals and Mining PLC Leslie Little Company Secretary +44 (0)20 7661 8104 Website: www.ramblermines.com OR Seymour Pierce Limited Nandita Sahgal +44 (0)20 7107 8000 OR Pelham Public Relations Chelsea Hayes +44 (0)20 7743 6675 OR Pelham Public Relations Klara Kaczmarek +44 (0)20 3159 4395 -0- Rambler Metals & Mining Plc

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