TIDMRMM
RNS Number : 4497I
Rambler Metals & Mining PLC
26 November 2018
26 November 2018
Rambler Announces Convertible Loan Note Financing
London, England - Newfoundland and Labrador, Canada - Rambler
Metals and Mining plc (TSXV: RAB, AIM: RMM) (Rambler or the
Company) is pleased to announce that it has entered into a
definitive subscription agreement (the Subscription Agreement) with
CE Mining III Rambler Limited (CEIII or the Investor). The Investor
is a wholly-owned subsidiary of CE Mining Fund III L.P., a Cayman
Islands exempted limited partnership whose general partner is under
common ownership with the general partner of CE Mining II L.P.,
whose subsidiary CE Mining II Rambler Limited (CEII) is a control
person of Rambler. The Subscription Agreement provides for an
investment of US$2 million (the Convertible Loan) in the form of
senior secured convertible loan notes (the Loan Notes) the terms of
which are set out in a Convertible Note Instrument (the Convertible
Loan Instrument and, collectively with the Subscription Agreement
and the Loan Notes, the Convertible Loan Documents).
The Loan Notes will bear interest at a rate of 10% per annum and
will mature on the first business day prior to the first
anniversary of the issuance of the Loan Notes. The Company's
obligations under the Convertible Loan Documents will be subject to
a first ranking security interest in favour of CEIII as security
trustee for and on behalf of the present and future holders of the
Loan Notes, and including without limitation, a first ranking
security interest in the Ming Mine and the Nugget Pond Processing
Facility owned and operated by Rambler Metals and Mining Canada
Limited, a wholly owned subsidiary of the Company. The Investor
will also receive an arrangement fee equal to 2% of the principal
value of the Loan Notes, which will be payable in cash to the
Investor by December 31, 2018. The Loan Notes are convertible, in
whole or in part, at the election of the Investor at a price per
Ordinary Share equal to CAD$0.05 (the Conversion Price).
Accrued but unpaid interest on the Loan Notes may also be
converted into Ordinary Shares at the option of the holder in
accordance with the Policies of the TSXV and subject to TSXV
acceptance. The Company may, by a decision of its board of
directors and with the sanction of a special resolution of the
holders of the Loan Notes, repay the Loan Notes in full at par on a
date falling prior to the maturity date.
Assuming conversion at maturity by the Investor of all of the
principal amount of the Loan Notes at the Conversion Price and
using the Bank of Canada exchange rate as of November 23, 2018, the
Investor would acquire ownership and control over a total of
52,912,000 Ordinary Shares, representing approximately 7.4% of the
issued and outstanding Ordinary Shares. Immediately following such
a conversion, together with the Ordinary Shares of the Company
already owned by CEII, the Investor and CEII would together have
ownership and control over 449,275,636 Ordinary Shares of the
Company, representing approximately 63.1% of the issued and
outstanding Ordinary Shares.
Closing of the Convertible Loan is subject to the receipt of
conditional acceptance from the TSXV and, as the Company has
received such conditional acceptance, closing is expected to take
place on November 26, 2018. The Ordinary Shares issued pursuant to
conversion of the Loan Notes will be subject to hold periods
imposed in accordance with policies of the TSXV and applicable
securities laws which expire four months from the date of the
closing. Pursuant to the exercise of conversion rights under the
Convertible Loan Instrument, 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 proceeds received from the Convertible Loan will be used by
the Company to strengthen its working capital position and for
general corporate purposes. The proceeds will provide the Company
with adequate working capital for approximately three months based
on current projected expenditures and anticipated production.
Discussions are ongoing between the Company and the Investor and
the Company's other significant shareholders regarding a potential
further investment in the Company to provide medium-term working
capital. There can be no guarantee when or if a subsequent
investment in the Company will be completed. If no such subsequent
investment is completed, the Company will need to secure financing
from other sources. The Company will provide an appropriate
announcement regarding any potential further investment in the
Company in due course, and as and when appropriate.
The Investor is a "related party" to Rambler under Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions (MI 61-101) by virtue of its relationship with
CE Mining II Rambler Limited, an entity which is a control person
of Rambler. Accordingly, the Loan Notes constitute a "related party
transaction" under MI 61-101. The Loan Notes issued by Rambler to
the Investor are exempt from (i) the formal valuation requirements
under Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI
61-101; and (ii) the minority approval requirements under Section
5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101. A
material change report with respect to the Loan Notes will be filed
less than 21 days prior to the closing of the transaction. This
time period is reasonable and necessary in the circumstances as
Rambler wishes to complete the transaction in an expeditious
manner.
The entering into of the Convertible Loan Documents by the
Investor is deemed a related party transaction pursuant to Rule 13
of the AIM Rules for Companies. The terms of the Convertible Loan
were approved by the Rambler's Non-Investor Directors (as defined
in the Company's Relationship Agreement who are currently, Norman
Williams, Glenn Poulter and Eason Chen) who unanimously determined
that the Convertible Loan was in the best interests of the Company.
The Non-Investor Directors, having consulted with the Company's
nominated adviser, Cantor Fitzgerald Europe, consider that the
terms of the Convertible Loan Documents are fair and reasonable
insofar as the Company's shareholders are concerned. In reaching
this determination, the Non-Investor Directors considered, among
other things, the liquidity the Convertible Loan would provide the
Company with for its short term working capital. No special
committee was established in connection with the Convertible
Loan.
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.
Following the completion of its recent productivity improvement
initiative Rambler's focus is on sustaining mine and mill
production at 1,250 metric tonnes per day. With a return to
profitability and positive cash flow, Rambler will continue
advancing Phase III engineering studies with a view to further
increase production to 2,000 mtpd at the Ming Mine.
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, CPA,CA Peter Mercer
President and CEO Vice President, Corporate
Rambler Metals & Mining Secretary
Plc Rambler Metals & Mining Plc
Tel No: 709-800-1929 Tel No: +44 (0) 20 8652-2700
Fax No: 709-800-1921 Fax No: +44 (0) 20 8652-2719
Nominated Adviser (NOMAD)
David Porter, Peter Malovany
Cantor Fitzgerald Europe
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 a potential further investment in
the Company to provide medium-term working capital. 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 ability of
the Company to negotiate satisfactory terms of a further
investment. 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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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