Final Results
Rambler Metals & Mining PLC
30 October 2006
RAMBLER METALS AND MINING PLC
CHAIRMAN'S STATEMENT
FOR THE PERIOD 1 SEPTEMBER 2005 TO 31 JULY 2006
We are pleased to report on the eleven month period of activity for Rambler
Metals and Mining PLC since it's listing on London's AIM market in the spring of
2005. In the 2006 fiscal period, which ended 31 July 2006, the Company completed
its Stage 1 Drilling program on the Rambler copper and gold project in
Newfoundland and Labrador and commenced what has proven to be a very successful
Stage 2 follow up program which has produced the exciting, high grade drill
results discussed below.
Our Company 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. During this last fiscal period the
Company has exercised its option to acquire the remaining Rambler property and
now owns a 100% interest in the property.
Based on the rapid exploration success achieved during the last eleven months
and the desire to advance the Rambler project towards production, the Company is
very pleased to have recently announced the appointment of Mr. George Ogilvie as
its first VP and Chief Operating Officer. Mr. Ogilvie, a mining engineering
graduate of Strathclyde University, has 17 years of experience in developing
mining projects in South Africa and North America, most recently in Sudbury
where he was Mine Manager for the McCreedy West Mine project. To support Mr
Ogilvie and staff, an office for the Company has been opened in Baie Verte,
Newfoundland and Labrador.
Operational
The principal operating activity for the Company last year was the Stage 1
surface drilling program completed in November 2005 and which then transitioned
to the Stage 2 directional drilling program.
Stage 1 of the program involved 16 widely spaced, deep diamond drill holes
designed to trace the down-plunge continuations of the Ming Horizon and the Ming
Footwall Zone (MFZ) beyond the former property boundary and to test for new
deposits. This program consisting of 13,759 meters of drilling which
successfully extended the plunge length of the MFZ an additional 1650 feet and
set up the pilot holes from which the Stage 2 detailed directional drilling
could be completed.
The Stage 2 directional drill program is using the Devico drilling system to
provide directional drilling of the copper-gold rich massive sulphide Ming
Horizon and the copper-rich MFZ. Drill hole spacing in this stage is targeted
for 165 feet (50 meter) centres and to date 16 branch holes have been drilled.
Highlights from the Stage 2 drilling program include RM-06-04c and RM-06 04b
both located close to exisiting underground mine infrastructure. The first hole
returned 122 feet of 2.14% copper and an additional 64 feet of 2.66% copper
while the latter intersected 49.2 feet of 2.53% copper and 44.3 feet of 2.49%
copper. Later in the program branch hole RM-0604d returned 34.4 feet of 3.2%
copper and RM-06-04e had two significant intersections- 24.6 feet of 4.17%
copper plus 4.5 grams of gold and 57.1 feet of 3.18% copper. Finally, a new very
high grade copper gold zone was discovered with RM-06-4f intersecting 19.7 feet
of 14.4% copper and 1.8 grams of gold.
Apart from the exploration program, preliminary steps required for a dewatering
program were undertaken -including comprehensive water sampling, preliminary
design for water treatment and volumetric calculations. This work has continued
through this fiscal year as well and with the appointment of the new Chief
Operating Officer will advance substantially.
Financial
The consolidated loss after taxation of the Company in respect of the eleven
month period ended 31 July 2006 amounted to £72,946 (a loss per share of 0.2 p)
versus a loss of £31,313 for the year earlier (a loss per share of 0.2p).
The Company's only source of income during the period was bank deposit interest
which amounted to £199,599.
The net assets of the company amounted to £7,773,229 as at the period end which
includes intangible assets amounting to £2,894,278. Intangible assets consist of
accumulated deferred exploration expenditures in the Company's copper gold
Rambler property. The Company's policy is to capitalise these costs pending
determination of the feasibility of the project.
In April 2005, in conjunction with the Company's quotation on the AIM market,
the company completed a private placement of shares with institutional investors
to raise £8 million before expenses. The Company did not complete any financings
during the period ended 31 July 2006.
The increases seen over the last year in precious metals and base metals prices
is unprecedented and has led to great demand for people and equipment in the
exploration and mining industry. I am therefore most pleased that, as I mention
above, we have been able to attract Mr. George Ogilvie to his important role,
and I would like to thank the Altius exploration team for its hard work. My
thanks also to the officers and directors of the Company for its progress in the
period. I am optimistic that the 2007 fiscal year will see further encouraging
developments.
D H W Dobson
Chairman
Date: 27 October 2006
PRELIMINARY STATEMENT
This preliminary statement was approved by the Board of Directors on 30 October
2006 and has been agreed by the auditors. It does not constitute statutory
accounts within the meaning of section 240 of the Companies Act 1985. The
statutory accounts will be sent to shareholders shortly and will be filed
following the Company's Annual General Meeting. The Auditors have reported on
these accounts; their report is unqualified and does not contain statements
under section 237(2) or (3) of the Companies Act 1985.
RAMBLER METALS AND MINING PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD 1 SEPTEMBER 2005 TO 31 JULY 2006
Period Period
1.9.05 to 31.7.06 14.4.04 to 31.8.05
TURNOVER £ £
Administrative expenses 272,545 135,056
OPERATING LOSS (272,545) (135,056)
Interest receivable and similar income 199,599 103,743
LOSS ON ORDINARY ACTIVITIES (72,946) (31,313)
BEFORE TAXATION
Tax on loss on ordinary activities - -
LOSS FOR THE FINANCIAL PERIOD (72,946) (31,313)
AFTER TAXATION
EARNINGS PER SHARE
Basic and diluted earnings per share (0.2p) (0.2p)
CONTINUING OPERATIONS
All amounts relate to continuing activities
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Period Period
1.9.05 to 31.7.06 14.4.04 to 31.8.05
£ £
Loss for the financial period (72,946) (31,313)
Foreign exchange gains 22,537 170,026
TOTAL RECOGNISED GAINS AND LOSSES
FOR THE FINANCIAL PERIOD (50,409) 138,713
CONSOLIDATED BALANCE SHEET
31 JULY 2006
31.7.06 31.8.05
FIXED ASSETS £ £ £ £
Intangible assets 2,894,278 1,096,817
Tangible assets 2,884 -
Investments - -
2,897,162 1,096,817
CURRENT ASSETS
Debtors 113,490 152,251
Investments 5,442,060 6,865,272
Cash at bank and in hand 56,948 40,648
5,612,498 7,058,171
CREDITORS
Amounts falling due within one year 736,431 331,350
NET CURRENT ASSETS 4,876,067 6,726,821
TOTAL ASSETS LESS CURRENT 7,773,229 7,823,638
LIABILITIES
CAPITAL AND RESERVES
Called up share capital 400,300 400,300
Share premium 7,164,625 7,164,625
Other reserves 120,000 120,000
Profit and loss account 88,304 138,713
SHAREHOLDERS' FUNDS 7,773,229 7,823,638
CASH FLOW STATEMENT
FOR THE PERIOD 1 SEPTEMBER 2005 TO 31 JULY 2006
Period Period
1.9.05 to 31.7.06 14.4.04 to 31.8.05
£ £ £ £
Net cash outflow
from operating activities (279,862) (159,302)
Returns on investments and 207,875 73,094
servicing of finance
Capital expenditure (1,297,915) (557,758)
Acquisitions and disposals - (65,065)
(1,369,902) (709,031
Management of liquid resources 1,403,362 (6,865,272)
Financing - 7,444,925
Increase/(decrease) in cash in the period 33,460 (129,378)
Reconciliation of net cash flowto movement in net funds
Increase/(decrease) in cash in the period 33,460 (129,378)
Cash (inflow)/outflow
from (decrease)/increase in liquid resources (1,403,362) 6,865,272
Change in net funds resulting from cash flows (1,369,902) 6,735,894
Movement in net funds in the period (1,369,902) 6,735,894
Effect of foreign exchange differences (37,010) 170,026
Net funds at 1 September 6,905,920 -
Net funds at 31 July 5,499,008 6,905,920
Reconciliation of operating loss to net cash outflow
from operating activities
Operating loss (272,545) (135,056)
Depreciation charges 361 -
Decrease/(increase) in debtors 30,485 (121,602)
(Decrease)/increase in creditors (38,163) 97,356
Net cash outflow from operating activities (279,862 (159,302)
RAMBLER METALS AND MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 SEPTEMBER 2005 TO 31 JULY 2006
1. NATURE OF OPERATIONS AND GOING CONCERN
The Company is in an early stage of development, and while it currently has
significant cash resources, it does not generate any significant revenues and
its success will depend largely upon the outcome of its exploration and
evaluation programmes.
In common with many exploration companies, the Company raises finance for its
exploration and appraisal activities in discrete tranches. Further funding is
raised as and when required. When any of the Group's projects move to the
development stage, specific financing will be required. The Group's cash
resources are expected to be sufficient to fund the Group's planned exploration
and development activities to the end of 2007.
2. ACCOUNTING POLICIES
Accounting convention
The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards.
Basis of consolidation and accounting for goodwill
The Group accounts consolidate the accounts of Rambler Metals and Mining PLC and
all its subsidiary undertakings.
The acquisition method of accounting is adopted where relevant conditions are
fulfilled. The purchase consideration is allocated to the assets and liabilities
on the basis of fair value at the date of acquisition. Goodwill arising on
consolidation is capitalised and shown within fixed assets. Amortisation of
goodwill arising from acquisitions is deferred until production occurs, when it
will be charged over the expected production period of the project. Where a
project is abandoned or is determined to not be economically viable, the
goodwill is written off.
The acquisition by the Company of Rambler Mines Limited in February 2005 was
accounted for in accordance with the principles of merger accounting set out in
FRS 6 on 'Acquisitions and Mergers'. Accordingly, the consolidated financial
statements include the results of the Company since incorporation on 14 April
2004 and are presented as if Rambler Mines Limited had been controlled by the
company throughout the period from its incorporation.
Deferred exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as
the cost of mineral licences. They are capitalised as intangible assets pending
determination of the feasibility of the project. When the existence of
economically recoverable reserves is established the related intangible assets
are transferred to tangible fixed assets and the exploration and evaluation
costs are amortised on a depletion percentage basis. Where a project is
abandoned or is determined not to be economically viable, the related costs are
written off. The recoverability of deferred exploration and evaluation costs is
dependent upon a number of factors common to the natural resource sector. These
include the extent to which the Company can establish economically recoverable
reserves on its properties, the ability of the Company to obtain necessary
financing to complete the development of such reserves and future profitable
production or proceeds from the disposition thereof.
Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life.
Computer equipment - straight line over 3 years
Deferred tax
Deferred taxation is provided on material timing differences between the
incidence of income and expenditure for taxation and accounting purposes on a
full provision basis in accordance with the provisions set out in FRS 19
'Deferred Tax'. Deferred tax balances are not discounted.
Deferred tax assets are only recognised when they arise from timing differences
where their recoverability in the short term is regarded as being probable.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the
rates of exchange ruling at the balance sheet date. Transactions in foreign
currencies are translated into sterling at the rate of exchange ruling at the
date of transaction. Exchange differences are taken into account in arriving at
the operating result.
On consolidation, the assets and liabilities of the group's overseas operations
are translated at exchange rates prevailing on the balance sheet date. Income
and expense items are translated at the average exchange rates for the period
unless exchange rates fluctuate significantly. Differences arising from
re-translation of the opening net assets of foreign subsidiaries and any related
loans are taken directly to reserves and all other exchange differences are
taken to the Profit and Loss Account.
Investments
In the Company's Balance Sheet, the investment in Rambler Mines Limited includes
the nominal value of the shares issued as consideration for the acquisition of
that company. As permitted by sections 131 and 133 of the Companies Act 1985,
no premium was recorded on the issue of each shares. On consolidation, the
difference between the nominal value of the shares issued and received was
debited directly to the merger reserve.
Liquid resources
In accordance with FRS 1 (revised 1996) on 'Cash Flow Statements', for cash flow
purposes, cash includes net cash in hand and bank deposits payable on demand
within one working day and liquid resources include all of the Group's other
bank deposits.
Capital instruments
Shares are included in shareholders' funds. Other instruments are classified as
liabilities if they contain an obligation to transfer economic benefits and if
not they are included in shareholders' funds. The finance cost recognised in
the profit and loss account in respect of capital instruments other than equity
shares is allocated to periods over the term of the instrument at a constant
rate on the carrying amount.
3. EARNINGS PER SHARE
Period Period 14.4.06
1.9.05 to 31.7.06 to 31/8/05
pence pence
Earnings per ordinary share (0.2) (0.2)
Earnings per share have been calculated on the net basis of the loss on ordinary
activities after taxation of £72,946 (2005: £31,313) on 40,030,000 (2005:
13,579,000) shares being the weighted average of shares in issue. There were no
dilutive potential ordinary shares outstanding at the end of the period.
4. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Group
31/7/06 31/8/05
£ £
Loss for the financial period (72,946) (31,313)
Foreign exchange gains 22,537 170,026
New equity share capital subscribed - 400,300
Premium on new share capital subscribed - 7,164,625
Premium arising on acquisition of 51190
Newfoundland & Labrador Inc - 120,000
Net (decrease in)/increase in shareholders' funds (50,409) 7,823,638
Opening shareholders' funds 7,823,638 -
Closing shareholders' funds 7,773,229 7,823,638
5. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
Period 1.9.05 to 31.7.06 Period
14.4.04 to
31.8.05
£ £
Returns on investments and servicing of finance
Interest received 207,875 73,094
Net cash inflow for returns on investments and 207,875 73,094
servicing of finance
Capital expenditure
Purchase of intangible fixed assets (1,294,670) (557,758)
Purchase of tangible fixed assets (3,245)
Net cash outflow for capital expenditure (1,297,915) (557,758)
Acquisitions and disposals
Purchase of 51190 Newfoundland & Labrador Inc - (65,065)
Net cash outflow for acquisitions and disposals - (65,065)
Management of liquid resources
Cash withdrawn from/(placed in) other liquid 1,403,362 (6,865,272)
investments
Net cash inflow/(outflow) from management of 1,403,362 (6,865,272)
liquid resources
Financing
Share issue - 7,444,925
Net cash inflow from financing - 7,444,925
6. ANALYSIS OF CHANGES IN NET FUNDS
At 1.9.05 Cash flow Exchange At
translation 31.7.06
£ £ £ £
Net cash
Cash at bank and in hand 40,648 33,460 (17,160) 56,948
40,648 33,460 (17,160) 56,948
Liquid resources:
Current asset investments 6,865,272 (1,403,362) (19,850) 5,442,060
6,865,272 (1,403,362) (19,850) 5,442,060
Total 6,905,920 (1,369,902) (37,010) 5,499,008
7. The Accounting reference date for the Group is 31 July.
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