RAMBLER METALS & MINING PLC SECOND QUARTER ...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
March 22, 2010
Rambler Metals and Mining PLC: Second Quarter Results 2010 & Operational Highlights
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - March 22, 2010) - Rambler Metals and
Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company" today reports its financial results and
operational highlights for the three months ended 31 January 2010. The principal activity of the Company is
carrying out development and exploration on the Ming Mine Property, a gold and copper property located on
Newfoundland and Labrador's Baie Verte Peninsula.
Q2 2010 Highlights and Subsequent Events:
-- Detailed engineering and environmental work for the Ming Mine, Mill and
Port sites were awarded and are due to be completed by April 30, 2010.
-- On 26 January 2010 Rambler announced it will be investigating the
resource potential within the mining lease at the recently purchased
Nugget Pond gold facility. Highlights include:
-- Exploration target of 13,000 to 15,000 ounces of gold contained
within 50,000 to 66,000 tonnes grading at 7 to 9 g/t gold.
-- Low capital development and operating costs.
-- Permitted mill and tailings impound.
-- Crown pillar amenable to open pit mining methods.
-- Since Q2 2010 Rambler has announced it has entered into an agreement
with Sandstorm Resources Ltd. (TSX VENTURE:SSL) to sell a portion of the
life-of-mine gold production from its Ming Mine. Under the terms of the
agreement Sandstorm Resources Ltd. will make staged upfront cash
payments for the gold to Rambler totalling US$20 million. For this,
Rambler has agreed to sell 25% of the first 175,000oz of payable gold
and thereafter 12% of all further payable gold up to 40 years, renewable
in year blocks. (Further details are available in the press release
dated 4 March 2010).
Financial Highlights:
-- Compared to the quarter ending 31 January 2009, net losses increased GBP
5,208 to GBP 338,087 and the loss per share reduced from 0.56p to 0.38p.
This was mainly due to exploration expenses of GBP 28,745 incurred
during the quarter on the geological evaluation of the Corkscrew/Big
Bear property and Nugget Pond Crown Pillar, as well as legal and
professional fees increasing by GBP 27,724 to GBP 79,137 mainly as a
result of costs incurred in connection with the AGM and various
financing opportunities.
-- A tax credit of GBP 17,448 was received during the quarter related to
scientific research and experimental development (SRED) claims filed for
2008 and 2009 with the Canadian Revenue Agency. This meant that cash
flows used for operating activities reduced by GBP 15,162.
-- Cash flows used for investing activities reduced by GBP 715,730
primarily as a result of a reduction in exploration expenditure on the
Ming Mine of GBP 607,739 and expenditure on tangible fixed assets by GBP
117,208. This reduction is consistent with prior quarters and aimed at
conserving cash balances.
-- Cash flows used for financing activities increased GBP 47,799 as a
result of the payment of share issue expenses in connection with the
private placement in the previous quarter.
-- At 18 March 2010, Rambler has GBP 5.9 million in cash and cash
equivalents.
George Ogilvie, President and Chief Executive Officer, commented:
"We are extremely pleased that we have signed this gold agreement with Sandstorm Resources for US$20m which
gives Rambler shareholders full upside exposure to 100% of the copper, silver and the majority of the gold
production at the Ming Mine. We believe this deal adds credibility to Rambler and reaffirms the capabilities of
the operational and management team. This is an exciting period for the Company as we now have the funds
available to focus on bringing the Ming Mine back into production during fiscal year 2011. We look forward to
the next few months when we will be completing the Feasibility Study on Surface Engineering, submit application
for environmental assessment and upon granting of permits begin mill expansion and mine capital development."
The financial results for the year ended 31 July 2009 are available on the Rambler website:
www.ramblermines.com.
About Rambler
Rambler was founded in 2004 when Altius Minerals Corporation ("Altius"), a Newfoundland and Labrador resource
company, contributed to Rambler's asset base with an option to acquire and develop the Ming Mine. Following the
acquisition of the Ming Mine, Rambler, listed on London AIM in 2005 and Toronto TSX-V in 2007.
The Ming property had been a former underground copper and gold producing mine that ceased production when the
deposit reached what was then a third party property boundary. This neighbouring property was subsequently
consolidated before being brought into Rambler's portfolio. Rambler now owns a 100% interest in the property.
The area where the mine is located is a former mining centre and subsequently has good existing infrastructure
including roads, fresh water, hydro and access to a working port. The town of Baie Verte, with a population of
1,300, is located 17km away.
Over the last several years Rambler has been exploring on the property leading to the publication of two NI431-
101 resource statements, the discovery of mineralized lenses and the extension of pre-existing mineralized
lenses. Today all mineralized lenses remain open in multiple directions while, importantly, the deposit has not
been cut-off at depth. The underground workings have been dewatered and services including air, water and
electrical re-installed.
In October 2009, Rambler purchased an operational gold hydrometallurgical mill, Nugget Pond, which is situated
approximately 40km from the Ming Mine. Rambler intends to expand the mill so that it is capable of handling
massive sulphides from the mine to produce a copper concentrate with gold and silver as by-products as well as
recover any free gold.
Rambler is about to embark on the construction phase of the project with the intention of bringing the Ming
Mine into production in 2011.
RAMBLER METALS AND MINING PLC
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SECOND 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
January 2010. This discussion should be read in conjunction with our audited financial statements for the year
ended 31 July 2009 and the related notes thereto. These consolidated statements have been prepared in
accordance with International Financial Reporting Standards ("IFRS") and their interpretations adopted by the
International Accounting Standards Board ("IASB"), as adopted by the European Union and with IFRS and their
interpretations adopted by the IASB.
This MD&A, which has been prepared as of 18 March 2010, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2009 prepared in accordance with
IFRS. The presentation currency is British Pounds.
OUR BUSINESS & OPERATIONS REVIEW
The principal activity of the Group is the development and exploration of the Ming copper and gold property
located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares were admitted to 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".
Operational highlights include:
-- During the second quarter, the detailed engineering and environmental
work for the Mine, Mill and Port sites were awarded, with a view to have
all work completed by April 30, 2010.
-- On 26 January 2010 the Group announced it will be investigating the
resource potential within the mining lease at the recently purchased
Nugget Pond gold facility. Highlights included:
-- Exploration target of 13,000 to 15,000 ounces of gold contained
within 50,000 to 66,000 tonnes grading at 7 to 9 g/t gold.
-- Low capital development and operating costs.
-- Permitted mill and tailings impound.
-- Crown pillar amenable to open pit mining methods.
-- Made a number of senior operational improvements to strengthen the
Engineering Department including the hiring of two key employees.
-- Diamond drilling commenced on the Big Bear/Corkscrew Property in
November 2009.
-- Throughout the second quarter, the mine operation continued in 'Care and
Maintenance' status with minimal crews providing property security, pump
watch and fire watch around the clock on a seven day coverage. Routine
pump maintenance and repairs were carried out as required.
-- Safety performance continued to be exemplary during the quarter with no
accidents, injuries or incidents reported. There were no environmental
incidents.
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.
----------------------------------------------------------------------------
3 months 3 months
Selected Financial Information ended ended
All amounts in GBP, except shares and 31 January 31 January
per share figures 2010 2009
----------------------------------------------------------------------------
Revenue - -
Administrative Expenses 319,063 334,792
Exploration expenses 28,745 -
Bank Interest Receivable 2,038 11,062
Net (loss) (338,087) (332,879)
Loss per share in pence (basic and diluted) (0.38p) (0.56p)
Cash Flow (used) for operating activities (307,444) (322,606)
Cash Flow (used) for investing activities (489,959) (1,205,689)
Cash Flow from/(used for) financing activities (72,166) (24,367)
Net increase/(decrease) in cash (869,569) (1,552,662)
Cash & Cash Equivalents at end of period 2,945,316 2,300,699
Total Assets 26,603,669 22,039,892
Long term receivable 2,047,011 -
Total Liabilities 836,744 1,029,985
Working Capital 2,590,882 1,873,792
Weighted average number of shares outstanding 74,629,565 59,385,000
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Review of quarter ending 31 January 2010
The Group's only source of income since incorporation has been bank deposit interest.
Compared to the quarter ending 31 January 2009, net losses increased GBP 5,208 to GBP 338,087 and the loss per
share reduced from 0.56p to 0.38p. Administrative expenses reduced by GBP 15,729 to GBP 319,063. Administrative
staff costs reduced by GBP 38,954 to GBP 154,799 including a reduction of GBP 26,674 related to share-based
payment charges mainly as a result of options vesting during the quarter. Exploration expenses of GBP 28,745
were incurred during the quarter on the geological evaluation of the Corkscrew/Big Bear property and Nugget
Pond Crown Pillar. Legal and professional fees increased by GBP 27,724 to GBP 79,137 mainly as a result of
costs incurred in connection with the AGM and various financing opportunities. Depreciation charges increased
by GBP 8,328 to GBP 21,843 following the implementation of a new ERP system. Interest income was GBP 9,023
lower at GBP 2,038 as a result of lower interest rates. A tax credit of GBP 17,448 was received during the
quarter related to scientific research and experimental development (SRED) claims filed for 2008 and 2009 with
the Canadian Revenue Agency.
Cash flows used for operating activities reduced by GBP 15,162 mainly as a result of the receipt of a tax
credit of GBP 17,448. Cash flows used for investing activities reduced by GBP 715,730 primarily as a result of
a reduction in exploration expenditure on the Ming Mine of GBP 607,739 and expenditure on tangible fixed assets
by GBP 117,208. The reduction in exploration expenditure comprised of a reduction in underground drilling costs
of GBP 127,177, labour costs of GBP 375,647, consultancy costs of GBP 21,485 and a reduction of GBP 83,430 in
general operating costs. This reduction is consistent with prior quarters and aimed at conserving cash
balances. Cash flows used for financing activities increased GBP 47,799 as a result of the payment of share
issue expenses in connection with the private placement in the previous quarter.
Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs
increased GBP 408,657 to GBP 26,603,669 during the quarter. This increase was due mainly to foreign exchange
gains arising from a weakening of the GB Pound against the Canadian Dollar.
The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the first
quarter of fiscal 2009 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).
4th 3rd 2nd 1st
Fiscal 2010 Quarter Quarter Quarter Quarter
-----------
Revenue - -
Net Loss (338,087) (289,246)
Loss per share Basic & diluted (in
pence) (0.38) (0.46)
Fiscal 2009
-----------
Revenue - - - -
Net loss (255,360) (273,148) (332,879) (212,542)
Loss per share basic & diluted (in
pence) (0.43) (0.45) (0.56) (0.36)
Fiscal 2008
-----------
Revenue - -
Net Loss (131,375) (229,757)
Loss per share basic & diluted (in
pence) (0.23) (0.45)
In the second quarter of Fiscal 2008 administrative expenses increased as a result of a share based payment
charge associated with the grant of share options. The reduction in losses for the fourth quarter of 2008 is
due to a deferred tax credit of GBP 70,303 and the increase in losses in the second quarter of 2009 is due to a
reduction in bank interest received and an increase in administrative salaries together with the issue of
additional share options. Losses for the third and fourth quarters of 2009 started to reduce as a result of a
cost reduction programme implemented by the Company. Losses for the first quarter of 2010 increased slightly
mainly as a result of the strengthening of the Canadian Dollar against the GB Pound. Losses for the second
quarter of 2010 further increased as a result of increased legal and professional charges in connection with
financing options and the AGM.
OUTLOOK
The Group will continue to pursue an aggressive exploration programme while continuing to delineate near term,
high grade underground resources. Management continues to support third party due diligence processes on the
Ming project and plans to start procuring long lead items of mill equipment required to equip the Nugget Pond
Facility to produce copper concentrates in the near future.
By the end of the third quarter of fiscal 2010, management also expects to:
-- Complete metallurgical testing on start-up ore primarily focusing on the
Ming Mine 1807 Zone.
-- Complete the Feasibility Study on Surface Engineering including Mill
Expansion and Tailings Impoundment Area; Mine Surface Facilities; and
Port Infrastructure.
-- Complete the application for the Environmental Licensing.
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. Given the nature
of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in
the short to medium term until such a time as the Group becomes self-financing from the commercial production
of mineral resources.
The majority of the Group's expenses are incurred in the Canadian dollar. The Group's principal exchange rate
exposure is therefore related to movements between the Canadian Dollar and Sterling.
The Group's cash resources are held in Sterling and Canadian Dollars. The Group has a downside exposure to any
strengthening of the Canadian Dollar as this would increase expenses in Sterling terms. This risk is mitigated
by holding substantially all of the Group's cash balances in Canadian Dollars. Any weakening of the Canadian
Dollar would however result in the reduction of the expenses in Sterling terms and preserve the Group's cash
resources. In addition, any such movements would affect the Consolidated Balance Sheet when the net assets of
the Canadian Subsidiary are translated into Sterling.
As a result of the Group's main assets and its subsidiary being held in Canada which has a functional currency
different to the presentational currency, the Group's balance sheet may be affected significantly by movements
in the GB pound to the Canadian Dollar. The Group does not hedge its exposure of foreign investments held in
foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated
with the Canadian subsidiary's assets and liabilities as the foreign currency gains or losses are recorded in
the translation reserve.
Exchange rate fluctuations may adversely affect the Group's financial position and results. The following table
details the Group's sensitivity to a 10% strengthening and weakening in the Canadian Dollar against the GB
Pound. 10% represents management's assessment of the reasonable possible exposure.
----------------------------------------------------------------------------
Equity
----------------------------------------------------------------------------
31 January 2010 31 July 2009
----------------------------------------------------------------------------
GBP GBP
----------------------------------------------------------------------------
10% weakening of Canadian Dollar (2,309,451) (2,029,441)
----------------------------------------------------------------------------
10% strengthening of Canadian Dollar 2,540,396 2,254,933
----------------------------------------------------------------------------
Credit risk
With effect from July 2007, the Group has held the majority of its cash resources in Canadian Dollars given
that the majority of the Group's outgoings are denominated in this currency. Given the current climate, the
Group has taken a very risk averse approach to management of cash resources and closely monitors events and
associated risks on a continuous basis. There is little perceived credit risk in respect of trade and other
receivables. The Group's maximum exposure to credit risk at 31 January 2010 was represented by receivables and
cash resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration. If the interest rate on deposits were to fluctuate by 1% there would be no
material effect on the Group's reported result.
Cash and short terms deposits (expressed in British Pounds) were as follows:
----------------------------------------------------------------------------
At 31 January 2010 Fixed Rate Floating Total
Currency Assets Rate Assets
----------------------------------------------------------------------------
British Pound 425,000 22,171 447,171
----------------------------------------------------------------------------
Canadian Dollars 2,427,170 70,975 2,498,145
----------------------------------------------------------------------------
Total 2,852,170 93,146 2,945,316
----------------------------------------------------------------------------
----------------------------------------------------------------------------
At 31 July 2009 Fixed Rate Floating Total
Currency Assets Rate Assets
----------------------------------------------------------------------------
British Pound - 22,746 22,746
----------------------------------------------------------------------------
Canadian Dollars 951,171 194,810 1,145,981
----------------------------------------------------------------------------
Total 951,171 217,556 1,168,727
----------------------------------------------------------------------------
At 31 January 2010, the Group had outstanding obligations, including interest, relating to bank loans and
leases of GBP 588,617.
Management believes that the Group has sufficient flexibility to manage expenditure to fund operations for the
next 12 months.
At 18 March 2010, the Group has GBP 5.9 million in cash and cash equivalents with the proportion invested in
short term deposits remaining consistent with year end.
SUBSEQUENT EVENT
On 4 March 2010 the Company announced that the Group had entered into an agreement with Sandstorm Resources
Ltd. (TSX VENTURE:SSL) to sell a portion of the life-of-mine gold production from its Ming Copper-Gold Mine,
located in Baie Verte, Newfoundland.
Under the terms of the agreement Sandstorm Resources Ltd. will make staged upfront cash payments for the gold
to the Group totalling US$20 million. Payment milestones are as follows:
-- US$5 million available immediately and received on 10 March 2010;
-- US$2 million on completion of a NI43-101 feasibility study, expected
before 30 June 2010; and
-- US$13 million when Rambler is awarded all permits required for the Ming
mine to start production.
For this, the Group has agreed to sell 25% of the first 175,000oz of payable gold and thereafter 12% of all
further payable gold up to 40 years, renewable in 10 year blocks.
During negotiations Casimir Capital LP acted as agent for Rambler and is entitled to a 4.5% cash commission to
be paid with each payment milestone.
COMMITMENTS
The Group has a commitment of CAD$1.364 million and will inherit an environmental bond with the Government of
Newfoundland and Labrador in connection with the acquisition of the Nugget Pond Facility no later than 30 June
2010.
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. The directors take a very risk averse approach to
management of cash resources and continue to closely monitoring events and associated risks. There were no
derivative instruments outstanding at 31 January 2010.
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 14% shareholder in the parent company.
A total of GBP 58,871 (2009: GBP 68,747) was payable to key management personnel during the quarter including
share-based payments of GBP 4,195 (2009: GBP 14,048).
Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 January 2010 for the
consultancy services of J Baker & B Dalton amounting to GBP 3,300 (31 January 2009: GBP 3,300). At 31 January
2010 the company owed GBP nil (31 July 2009: GBP 17,600) to Altius in respect of these fees.
Directors' fees of GBP 18,000 remained outstanding at 31 January 2010 (31 July 2009: GBP 29,767)
GOING CONCERN
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is
dependent on the copper and gold prices, its ability to fund its development and exploration programs, and to
manage and generate positive cash flows from operations in the future. These financial statements do not
reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance
sheet classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. Following the successful completion of the Sandstorm Resources Ltd. financing
(see Subsequent Event section above), the Directors are confident the Company has sufficient funds to maintain
ongoing operations for the forthcoming 12 months and therefore have 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 the Group's business plan which includes resource estimates, future processing capacity, the
forward market and longer term price estimates for copper and gold. 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 2009 fiscal year, the parent company granted a number of individual's employee stock options (no
employee stock options were issued in the three months ended 31 January 2010). 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.
CHANGES IN ACCOUNTING POLICIES
International Financial Reporting Standards that have recently been issued or amended have been adopted for the
reporting period ended 31 January 2010:
Nature of
change to Application
accounting date of Application
IFRS/Amendment Title policy standard date for Group
----------------------------------------------------------------------------
No change to
accounting
Presentation policy,
IAS 1 of financial therefore, no
revised/amended statements impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
Property, policy,
plant and therefore, no
IAS 16 amendment equipment impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
Finance costs
directly
related to non-
current assets
Borrowing will be
IAS 23 amendment costs capitalised 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
Consolidated accounting
and separate policy,
financial therefore, no
IAS 27 amendment statements impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
Financial policy,
instruments: therefore, no
IAS 32 amendment Presentation impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
policy,
Impairment of therefore, no
IAS 36 amendment assets impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
policy,
Financial therefore, no
IAS 39 amendment instruments impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
Business
combinations/ No change to
consolidated accounting
and separate policy,
IFRS 3/IAS 27 financial therefore, no
revised statements impact 1 July 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
First time policy,
adoption of therefore, no
IFRS 1 amended IFRS impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
policy,
Share-based therefore, no
IFRS 2 amended payment impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
Financial policy,
instruments: therefore, no
IFRS 7 revised Disclosures impact 1 January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
policy, Supersedes IAS
Operating therefore, no 14 from 1
IFRS 8 segments impact January 2009 1 August 2009
----------------------------------------------------------------------------
No change to
Hedges of a accounting
net investment policy,
in a foreign therefore, no
IFRIC 16 operation impact 1 October 2008 1 August 2009
----------------------------------------------------------------------------
No change to
Distribution accounting
of non-cash policy,
assets to therefore, no
IFRIC 17 owners impact 1 July 2009 1 August 2009
----------------------------------------------------------------------------
No change to
accounting
Transfers of policy,
assets from therefore, no
IFRIC 18 customers impact 1 July 2009 1 August 2009
----------------------------------------------------------------------------
International Financial Reporting Standards that have recently been issued or amended but are not yet effective
have not been adopted for the reporting period ended 31 January 2010:
----------------------------------------------------------------------------
No change to
accounting
policy,
therefore, no
IAS 17 amendment Leases impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
policy,
Statement of therefore, no
IAS 7 amendment cash flows impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
Financial accounting
instruments - policy,
classification therefore, no
IFRS 9 and measurement impact 1 January 2013 1 August 2013
----------------------------------------------------------------------------
Management have reviewed the impact of the above standards and have concluded that they will not result in any
material changes to reported results.
OUTSTANDING SHARE DATA
As at the date of this MD&A the following securities are outstanding:
Ordinary Shares 86,885,000
Compensation options 478,200
Options 3,248,000
----------
Total 90,611,200
----------
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 AND SIX MONTHS ENDED 31 JANUARY 2010
The accompanying financial information for the three and six months ended 31
January 2010 and 31 January 2009 have not been reviewed or audited by the
Group's auditors and has an effective date of 18 March 2010.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
Three months ended Six months ended
31/01/10 31/01/09 31/01/10 31/01/09
GBP GBP GBP GBP
Administrative expenses 319,063 334,792 594,539 567,950
Exploration expenses 28,745 - 33,183 -
--------------------------------------------
Operating loss (347,808) (334,792) (627,722) (567,950)
--------------------------------------------
Bank interest receivable 2,038 11,062 2,444 40,271
Finance lease interest payable (9,765) (9,149) (19,503) (17,742)
--------------------------------------------
(7,727) 1,913 (17,059) 22,529
--------------------------------------------
Loss before tax (355,535) (332,879) (644,781) (545,421)
Taxation 17,448 - 17,448 -
--------------------------------------------
Loss after tax (338,087) (332,879) (627,333) (545,421)
--------------------------------------------
Other comprehensive income:
Exchange differences on
translating foreign operations 863,815 2,431,922 978,267 2,757,555
--------------------------------------------
Other comprehensive income for
the period (net of tax) 863,815 2,431,922 978,267 2,757,555
--------------------------------------------
TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD 525,728 2,099,043 350,934 2,212,134
--------------------------------------------
--------------------------------------------
Basic and diluted loss per
ordinary share (0.38p) (0.56p) (0.84p) (0.92p)
--------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
Share Share Accumulated Translation Merger
Capital Premium losses reserve reserve Total equity
GBP GBP GBP GBP GBP GBP
Balance at
1 August
2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601
Changes in
equity for
the year
Total
comprehens-
ive income
for the
year - - (1,073,929) 2,444,100 - 1,370,171
Share-based
payments - - 138,836 - - 138,836
-----------------------------------------------------------------
Balance at
31 July
2009 593,850 18,699,659 (2,360,555) 3,188,654 120,000 20,241,608
Changes in
equity for
the
six months
Total
comprehens-
ive income
for the
period - - (627,333) 978,267 - 350,934
Share
issues 275,000 5,225,000 - - - 5,500,000
Cost of
share
issues - (371,738) - - - (371,738)
Share-based
payments - - 46,121 - - 46,121
-----------------------------------------------------------------
Balance at
31 January
2010 868,850 23,552,921 (2,941,767) 4,166,921 120,000 25,766,925
-----------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31/01/10 31/07/09
Note Unaudited Audited
GBP GBP
ASSETS
Property, plant and equipment 2 1,805,265 2,254,506
Deferred exploration costs 3 19,693,559 17,611,282
Long term receivable 4 2,047,011 -
------------------------------
Total non-current assets 23,545,835 19,865,788
------------------------------
Other receivables 112,518 76,646
Cash and cash equivalents 2,945,316 1,168,727
------------------------------
Total current assets 3,057,834 1,245,373
------------------------------
Total assets 26,603,669 21,111,161
------------------------------
------------------------------
EQUITY
Issued share capital 868,850 593,850
Share premium account 23,552,921 18,699,659
Merger reserve 120,000 120,000
Translation reserve 4,166,921 3,188,654
Accumulated losses (2,941,767) (2,360,555)
------------------------------
Total equity 25,766,925 20,241,608
------------------------------
LIABILITIES
Interest bearing loans and borrowings 369,792 459,920
Total non-current liabilities 369,792 459,920
------------------------------
Interest bearing loans
and borrowings 218,825 147,037
Trade and other payables 248,127 262,596
------------------------------
Total current liabilities 466,952 409,633
------------------------------
Total liabilities 836,744 869,553
------------------------------
Total equity and liabilities 26,603,669 21,111,161
------------------------------
------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three months ended Six months ended
31/01/10 31/01/09 31/01/10 31/01/09
GBP GBP GBP GBP
Cash flows from operating
activities
Operating loss (347,808) (334,792) (627,722) (567,950)
Depreciation 21,843 13,515 43,573 15,434
Share-based payments 13,302 39,977 44,321 63,540
Decrease/(increase) in
receivables 7,351 7,698 (35,872) 36,170
(Decrease)/increase in
payables (9,814) (39,855) 19,160 (149,608)
------------------------------------------------
Cash utilised in operations (315,126) (313,547) (556,540) (602,414)
Interest paid (9,766) (9,149) (19,504) (17,742)
Tax received 17,448 - 17,448 -
------------------------------------------------
Net cash used for operating
activities (307,444) (322,606) (558,596) (620,156)
------------------------------------------------
Cash flows from investing
activities
Interest received 2,038 11,295 2,444 42,273
Acquisition of evaluation
and exploration assets (483,326) (1,091,105) (768,564) (2,249,480)
Acquisition of property,
plant and equipment (8,671) (125,879) (26,955) (394,539)
Prepayment for acquisition
of property, plant
and equipment - - (1,974,846) -
------------------------------------------------
Net cash from investing
activities (489,959) (1,205,689) (2,767,921) (2,601,746)
------------------------------------------------
Cash flows from financing
activities
Proceeds from the issue of
share capital - - 5,500,000 -
Payment of share issue
expenses (43,615) - (371,738) -
Proceeds from issue of share
options - 1,632 1,800 1,632
Capital element of finance
lease payments (28,551) (25,999) (44,822) (58,348)
------------------------------------------------
Net cash from financing
activities (72,166) (24,367) 5,085,240 (56,716)
------------------------------------------------
Net increase/(decrease) in
cash and cash equivalents (869,569) (1,552,662) 1,758,723 (3,278,618)
Cash and cash equivalents at
beginning of period 3,747,965 3,454,608 1,168,727 5,107,509
Effect of exchange rate
fluctuations on cash held 66,920 398,753 17,866 471,808
------------------------------------------------
Cash and cash equivalents at
end of period 2,945,316 2,300,699 2,945,316 2,300,699
------------------------------------------------
------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 Ming Mine 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 2009 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 2009. 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. Following the successful completion of the Sandstorm Resources Ltd. Financing
(see Note 7), the Directors are confident the Company has sufficient funds to maintain ongoing operations for
the forthcoming 12 months and therefore have concluded that the Group is a going concern.
The financial information for the twelve months ended 31 July 2009 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 2009 was unqualified and did not contain any statement under Section 498(2) or (3) of the
Companies Act 2006. An emphasis of matter paragraph was included in the audit report regarding the availability
of project finance and going concern.
2 PROPERTY, PLANT AND EQUIPMENT
Land and Plant and Other
Buildings Equipment Assets Total
GBP GBP GBP GBP
Cost
Balance at 1 August 2008 474,535 2,768,527 238,489 3,481,551
Additions 37,313 212,444 174,707 424,464
Disposals - - (77,479) (77,479)
Effect of movements in foreign
exchange 66,326 386,609 38,137 491,072
---------------------------------------------
Balance at 31 July 2009 578,174 3,367,580 373,854 4,319,608
---------------------------------------------
Balance at 1 August 2009 578,174 3,367,580 373,854 4,319,608
Additions 21,923 572 309 22,804
Effect of movements in foreign
exchange 26,690 152,575 16,770 196,035
---------------------------------------------
Balance at 31 January 2010 626,787 3,520,727 390,933 4,538,447
---------------------------------------------
Depreciation
Balance at 1 August 2008 125,853 668,906 65,425 860,184
Depreciation charge for period 141,000 823,023 83,348 1,047,371
On disposals - - (26,448) (26,448)
Effect of movements in foreign
exchange 26,408 145,300 12,287 183,995
---------------------------------------------
Balance at 31 July 2009 293,261 1,637,229 134,612 2,065,102
---------------------------------------------
Balance at 1 August 2009 293,261 1,637,229 134,612 2,065,102
Depreciation charge for period 76,781 430,116 55,045 561,942
Effect of movements in foreign
exchange 15,025 83,914 7,199 106,138
---------------------------------------------
Balance at 31 January 2010 385,067 2,151,259 196,856 2,733,182
---------------------------------------------
Carrying amounts
At 1 August 2008 223,277 1,805,891 107,918 2,137,086
---------------------------------------------
---------------------------------------------
At 31 July 2009 348,682 2,099,621 173,064 2,621,367
---------------------------------------------
---------------------------------------------
At 31 January 2010 241,720 1,369,468 194,077 1,805,265
---------------------------------------------
---------------------------------------------
3 EXPLORATION AND EVALUATION COSTS
Total
GBP
Cost
Balance at 1 August 2008 12,125,573
Additions 3,612,120
Effect of movements in foreign exchange 1,873,589
------------------
Balance at 31 July 2009 17,611,282
------------------
Balance at 1 August 2009 17,611,282
Additions 1,255,979
Effect of movements in foreign exchange 826,298
------------------
Balance at 31 January 2010 19,693,559
------------------
Carrying amounts
At 1 August 2008 12,125,573
------------------
------------------
At 31 July 2009 17,611,282
------------------
------------------
At 31 January 2010 19,693,559
------------------
------------------
4 LONG TERM RECEIVABLE
The long term receivable of GBP 2,047,011 (CAD $3,500,000 equivalent) relates to the payment for the
acquisition of the Nugget Pond Facility which was acquired subject to a lease back to its former owners until
30 June 2010. At the point of entering into a contract with Crew Gold (Canada) Ltd. ('Crew') there was no
transfer of the risk and rewards of ownership to the Company since Crew will continue using the asset with
minimum impact on their operations until the expiry of the lease. This long term receivable will be capitalized
under plant and equipment upon expiry of the lease when the Company takes full control of the Nugget Pond
Facility. During the lease period no depreciation will be charged to the Statement of Comprehensive Income.
5 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 14% shareholder in the parent company.
A total of GBP 58,871 (2009: GBP 68,747) was payable to key management personnel during the quarter including
share-based payments of GBP 4,195 (2009: GBP 14,048)
Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 January 2010 for the
consultancy services of J Baker & B Dalton amounting to GBP 3,300 (31 January 2009: GBP 3,300). At 31 January
2009 the company owed GBP nil (31 July 2009: GBP 17,600) to Altius in respect of these fees.
Directors' fees of GBP 18,000 remained outstanding at 31 January 2010 (31 July 2009: GBP 29,767)
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 January 2010, ordinary share options held by employees were as follows:
Outstanding Weighted average Exercisable
number of remaining number of
Exercise price Options contractual life options
32p 100,000 6.35 100,000
42.5p 335,000 6.85 335,000
55p 474,000 7.78 412,668
48p 131,000 8.40 43,668
27p 150,000 8.55 100,000
10p 1,956,000 8.78 706,000
------------------------------------------------------------
3,146,000 8.33 1,697,336
------------------------------------------------------------
During the periods ended 31 January 2010 and 2009, director and employee stock options were granted, exercised
and cancelled as follows:
Weighted average
exercise price Options
At 1 August 2008 27.0p 1,245,000
Granted 10.0p 1,971,000
Lapsed 46.0p (155,000)
-----------
At 31 July 2009 23.7p 3,211,000
Lapsed 44.6p (65,000)
-----------
At 31 January 2010 22.9p 3,146,000
-----------
-----------
At 31 January 2010 the Company had a total of 3,248,000 share options in issue. These may have a dilutive
effect on the basic earnings or loss per share in the future.
7 SUBSEQUENT EVENT
On 4 March 2010 the Company announced that the Group had entered into an agreement with Sandstorm Resources
Ltd. (TSX VENTURE:SSL) to sell a portion of the life-of-mine gold production from its Ming Copper-Gold Mine,
located in Baie Verte, Newfoundland.
Under the terms of the agreement Sandstorm Resources Ltd. will make staged upfront cash payments for the gold
to the Group totalling US$20 million. Payment milestones are as follows:
-- US$5 million available immediately and received on 10 March 2010;
-- US$2 million on completion of a NI43-101 feasibility study, expected
before 30 June 2010; and
-- US$13 million when Rambler is awarded all permits required for the Ming
mine to start production.
For this, the Group has agreed to sell 25% of the first 175,000oz of payable gold and thereafter 12% of all
further payable gold up to 40 years, renewable in 10 year blocks.
During negotiations Casimir Capital LP acted as agent for Rambler and is entitled to a 4.5% cash commission to
be paid with each payment milestone.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining PLC
George Ogilvie
President & CEO
+1 (709) 532 4990
OR
Rambler Metals and Mining PLC
Leslie Little
Company Secretary
+44 (0) 14-8341-9942
OR
Seymour Pierce Limited
Nandita Sahgal
+44 (0)20 7107 8000
OR
Pelham Bell Pottinger
Klara Kaczmarek
+44 (0)20 7337 1524
OR
Ocean Equities Limited
Guy Wilkes
+44 (0) 20 786 4370
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts
responsibility for the adequacy or accuracy of this release.
-0-
Rambler Metals & Mining Plc
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