TIDMRMM
RNS Number : 1652W
Rambler Metals & Mining PLC
06 February 2017
6 February 2017
Exercise of Warrants and Issue of Equity
London, England - Newfoundland and Labrador, Canada - Rambler
Metals and Mining plc (TSXV: RAB, AIM: RMM) ("Rambler" or "the
Company"), is pleased to announce that, pursuant to the
subscription agreement dated 20 April 2016 ('Subscription
Agreement') entered into with CE Mining II Rambler Limited
(formerly named CE Mining II Roma Limited) ('CEII Rambler'), CEII
Rambler has elected to convert 135,000,000 warrants issued under
the Subscription Agreement ('Warrants') into ordinary shares of one
penny each in the Company ('Ordinary Shares'). Notice of exercise
of the Warrants was received by Rambler on 6 February 2017.
Under the terms of the transaction announced on 21 April 2016,
CEII Rambler may exercise the Warrants on payment of a subscription
price equal to 5 pence per new Ordinary Share. Accordingly,
135,000,000 new Ordinary Shares are to be issued to CEII Rambler
for an aggregate exercise price of GBP6,750,000 (approximately US$
8,407,125).
The proceeds received following the exercise of the Warrants
will be used by the Company to support its ongoing Phase II
expansion plan and further evaluate the potential for a Phase III
expansion at 2,000 metric tonnes per day ('mtpd'), including ore
pre-concentration and shaft rehabilitation. In addition, the
proceeds will fund a wide step-out surface diamond drilling program
to test the down-dip continuation of the mineralized zones of the
Ming Mine. Once completed this exploration program will provide an
early indication of the ultimate size of the deposit and its depth
extents. To the knowledge of the Company, immediately prior to the
conversion of the 135,000,000 Warrants, CEII Rambler owned and
controlled 261,363,636 Ordinary Shares (representing a 63.1%
interest in the Company) and 200,000,000 Warrants and, immediately
following conversion of the 135,000,000 Warrants, CEII Rambler will
own and control 396,363,636 Ordinary Shares (representing a 72.2%
interest in the Company) and 65,000,000 remaining Warrants.
Pursuant to the Subscription Agreement, D&D Securities Inc.,
as broker, will receive a cash commission equal to 1% of the
aggregate exercise price of the Warrants.
Norman Williams, President and CEO, commented:
"As the global copper markets appear to be demonstrating less
volatility, I am pleased to report that our Canadian copper-gold
operation remains on pace with the Phase II expansion plan. With CE
II Rambler's warrant exercise, this funding, in addition to the
exploration, will insure all capital requirements are met to
achieve the 1,250 mtpd rate. In addition to targeting production of
1,250 mtpd by mid calendar year we continue to evaluate the
potential to further enhance the project's economics with
pre-concentration and shaft rehabilitation. These two projects,
along with an aggressive down-dip surface exploration program, will
allow the Company to evaluate the full potential of the Lower
Footwall Zone."
Admission to Trading & Total Voting Rights
Pursuant to the above exercise, 135,000,000 new Ordinary Shares
will be conditionally issued and allotted and application will be
made to the London Stock Exchange plc for their admission to
trading on AIM. The TSX Venture Exchange has previously accepted
the new Ordinary Shares to be issued upon the exercise of the
Warrants for listing. The new Ordinary Shares will rank pari passu
in all respects with the existing Ordinary Shares. It is expected
that admission will become effective and that dealings in the new
Ordinary Shares will commence on or about 10 February 2017.
Following admission of the new Ordinary Shares, the Company's
issued share capital will consist of 549,289,702 Ordinary shares
with voting rights. The aforementioned figure of 549,289,702
Ordinary Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
Related Party Transaction
As announced on 21 April 2016, the possible subscription for
ordinary shares under the terms of the Warrants by CEII Rambler was
deemed to potentially constitute a related party transaction for
the purposes of Rule 13 of the AIM Rules for Companies. Pursuant to
its announcement at the time, the Directors confirmed that, having
consulted with the Company's nominated adviser, Cantor Fitzgerald,
they considered the terms of the subscription for ordinary shares
under the terms of the Warrants to be fair and reasonable insofar
as shareholders are concerned.
This announcement has been posted on the Company's website at
www.ramblermines.com and will be posted under the Company's SEDAR
profile at www.sedar.com.
ABOUT RAMBLER METALS AND MINING
Rambler is a mining and development company that in November
2012 brought its first mine into commercial production. Rambler has
a 100 per cent ownership in the Ming Copper-Gold Mine, a fully
operational base and precious metals processing facility and year
round bulk storage and shipping facility; all located on the Baie
Verte peninsula, Newfoundland and Labrador, Canada.
Rambler's ongoing Phase II plans are to increase mine and mill
production to 1,250 mtpd by mid calendar 2017. This initial
expansion has been fully funded through CEII's investment. Rambler
will also continue advancing engineering studies on ore
pre-concentration (DMS) and shaft rehabilitation with a view to
further increase production to 2,000 mtpd at the Ming Mine. In
addition, Rambler has initiated a detailed study at the mill with a
goal to increase the gold recovery and production rate in the
copper concentrator.
Along with the Ming Mine, Rambler also owns 100 per cent of the
former producing Little Deer/ Whales Back copper mines and has
strategic investment in the former producing Hammerdown gold
mine.
Rambler is dual listed in London under AIM:RMM and in Canada
under TSX-V:RAB.
For further information, please contact:
Norman Williams, Peter Mercer
CPA,CA Vice President, Corporate
President and CEO Secretary
Rambler Metals & Rambler Metals & Mining
Mining Plc Plc
Tel No: 709-800-1929 Tel No: +44 (0) 20
Fax No: 709-800-1921 8652-2700
Fax No: +44 (0) 20
8652-2719
Nominated Advisor Investor Relations
(NOMAD)
David Porter, Craig Nicole Marchand Investor
Francis Relations
Cantor Fitzgerald Tel No: 416- 428-3533
Europe Nicole@nm-ir.com
Tel No: +44 (0)
20 7894 7000
Website: www.ramblermines.com
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the
publication of this announcement via Regulatory Information Service
('RIS'), this inside information is now considered to be in the
public domain.
Neither TSX Venture Exchange nor its Regulation Service Provider
(as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Caution Regarding Forward Looking Statements:
Certain information included in this press release, including
information relating to future financial or operating performance
and other statements that express the expectations of management or
estimates of future performance constitute "forward-looking
statements". Such forward-looking statements include, without
limitation, statements regarding copper, gold and silver forecasts,
the financial strength of the Company, estimates regarding timing
of future development and production and statements concerning
possible expansion opportunities for the Company. Where the Company
expresses or implies an expectation or belief as to future events
or results, such expectation or belief are based on assumptions
made in good faith and believed to have a reasonable basis. Such
assumptions include, without limitation, the price of and
anticipated costs of recovery of, copper concentrate, gold and
silver, the presence of and continuity of such minerals at modeled
grades and values, the capacities of various machinery and
equipment, the availability of personnel, machinery and equipment
at estimated prices, mineral recovery rates, and others. However,
forward-looking statements are subject to risks, uncertainties and
other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by
such forward-looking statements. Such risks include, but are not
limited to, interpretation and implications of drilling and
geophysical results; estimates regarding timing of future capital
expenditures and costs towards profitable commercial operations.
Other factors that could cause actual results, developments or
events to differ materially from those anticipated include, among
others, increases/decreases in production; volatility in metals
prices and demand; currency fluctuations; cash operating margins;
cash operating cost per pound sold; costs per ton of ore; variances
in ore grade or recovery rates from those assumed in mining plans;
reserves and/or resources; the ability to successfully integrate
acquired assets; operational risks inherent in mining or
development activities and legislative factors relating to prices,
taxes, royalties, land use, title and permits, importing and
exporting of minerals and environmental protection. Accordingly,
undue reliance should not be placed on forward-looking statements
and the forward-looking statements contained in this press release
are expressly qualified in their entirety by this cautionary
statement. The forward-looking statements contained herein are made
as at the date hereof and the Company does not undertake any
obligation to
update publicly or revise any such forward-looking statements or
any forward-looking statements contained in any other documents
whether as a result of new information, future events or otherwise,
except as required under applicable law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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