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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rambler Metals & Mining Plc | LSE:RMM | London | Ordinary Share | GB00BLFJ1613 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.375 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMRMM
Third Quarter Results 2012 & Operational Highlights
FOR: RAMBLER METALS & MINING PLC
AIM SYMBOL: RMM
TSX VENTURE SYMBOL: RAB
June 18, 2012
Third Quarter Results 2012 & Operational Highlights
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - June 18, 2012) - Rambler Metals and Mining PLC
(TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today is pleased to report its financial results and operational
highlights for the three months ended 30 April 2012.
OPERATIONAL ACHIEVEMENTS
/T/
=- Total of 8,013 ounces of gold dore poured and shipped (Q3 2011: Nil) of
which 6,082 ounces physically sold along with the sale of 2,112 ounces
from Q2/12
=- The newly constructed copper concentrating facility was completed and
ready for 'live' commissioning following the completion of gold
processing
=- Development of the high grade copper 1807 zone continued, while
development of the Lower Footwall Zone, which will provide the initial
22,000 tonnes to the concentrator for commissioning, has been completed
=- Released a favourable Preliminary Economic Assessment that sees the
potential for an expansion of the Ming Mine in the Lower Footwall Zone
("LFZ") following additional value optimization studies and later a
bankable feasibility study
/T/
FINANCIAL HIGHLIGHTS (All expressed in CAD$)
/T/
=- Revenue: $14.2 million in Q3 realized on the physical sale of 8,194
ounces of gold (includes 2,112 ounces poured during Q2/12), at an
average price of $1,672, produced during the commissioning and testing
of the 1806 zone ores; all revenues offset against mineral property
expenditures
=- Net loss of $281,000 after an exchange gain of $476,000 (Q3 2011 net
profit of $193,000 including an exchange gain of $836,000)
=- Cash flows utilized in operating activities: $752,000 in Q3/12 compared
to $530,000 in Q2/12 (Q3 2011: $406,000)
=- Cash resources as at April 30, 2012 were $4.8 million, as at June 18,
2012, this had increased to $5.8 million
=- Accepted an offer from Tinma International Ltd. ('Tinma') to become a
strategic shareholder for a total cash consideration of $4.58 million
raised through a private placement at a placing price of $0.44 per
ordinary share.
=- Acquired a 17% stake and a board position in Maritime Resource Corp
purchasing 4,500,000 shares for a total consideration of $1,035,000
/T/
POST-PERIOD HIGHLIGHTS
/T/
=- Commencement of 'live' commissioning of copper concentrator, with first
copper production on 14 May 2012 . The concentrator is being
commissioned on LFZ ore, to maximize recoveries on a lower grade ore and
will then be switched to high grade copper ore from the 1807 zone.
/T/
George Ogilvie, President and CEO, Rambler Metals & Mining commented:
"The Company continues to make progress towards commercial copper production, having already trucked its first shipment
of concentrate to the port facility, and is delighted to announce strong gold production and revenues. We are equally
pleased to have an international partner, Tinma, on board with the project's development. Subsequent to their placing
they have continued to increase their ownership of our business.
"As the Company transitions into copper production we will look to increase shareholder value by optimizing the mining
and processing circuit to maximize recoveries, decrease costs and increase production."
ABOUT RAMBLER METALS AND MINING
Rambler Metals and Mining plc is a Junior Mining Company that has 100% ownership of the Ming Copper-Gold Mine in Baie
Verte, Newfoundland and Labrador, Canada. As a producing gold and copper miner, our objective is to become a mid-tier
mining company by continuing the development of the Ming Mine, discovering new deposits and through mergers and
acquisitions.
The initial six years of the Ming Mine project is based on the underground mining of massive sulphides with a mineable
reserve estimate of 1.498 million ore tonnes grading 1.62% copper, 2.40 g/t gold and 10.90 g/t silver (24,252 tonnes of
copper, 115,549 ounces of gold and 525,139 ounces of silver of contained metal). All massive sulphide zones remain open
both up and down plunge with the current exploration program focused on extending the known mineralization for inclusion
in the resource/reserve estimate.
In addition to the outlined reserve estimate, there is a sizeable footwall deposit beneath the massive sulphide horizon
that has been outlined with an indicated resource grade of 18,306k tonnes grading 1.43% copper (261,258 tonnes of
contained copper at a 1.00% copper cut-off grade). This zone forms the basis of the preliminary economic assessment,
compiled by independent consultants, which envisions the Ming Mine transitioning itself into a bulk tonnage mining
operation. For further information on the Ming Mine project, please refer to the Company's NI 43-101 compliant technical
reports, available under the Company's profile on SEDAR (www.sedar.com).
Over the coming months and years, as the Company seeks to optimize the Ming Copper-Gold Mine into a cash positive
position, it is expected that future expansion into the footwall zone will be formalized with the goal of maximizing
returns for shareholders and increasing the life of the mine.
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 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 is expressed in good faith and believed
to have a reasonable basis. 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
securities law.
Management's Discussion & Analysis ('MD&A')
For the Quarter Ended April 30, 2012
/T/
=---------------------------------------------------------------------------
This MD&A, including appendices, is intended to help the reader understand
Rambler Metals and Mining plc ('the parent company') and its subsidiaries
(the 'Group' or 'Rambler'), our operations and our present business
environment. It has been prepared as of June 18, 2012 and covers the results
of operations for the quarter ended April 30, 2012. This discussion should
be read in conjunction with the audited Financial Statements for the year
ended July 31, 2011 and notes thereto. These consolidated financial
statements have been prepared in accordance with International Financial
Reporting Standards ("IFRS") and their interpretations issued by the
International Accounting Standards Board ("IASB"), as adopted by the
European Union and with IFRS and their interpretations issued by the IASB.
The presentation currency is Canadian dollars. These statements together
with the following MD&A are intended to provide investors with a reasonable
basis for assessing the potential future performance.
=---------------------------------------------------------------------------
Rambler Metals and Mining plc
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA
CONTENTS
GROUP OVERVIEW 2
HIGHLIGHTS OF THE THIRD QUARTER 3
FINANCIAL RESULTS 5
HEALTH AND SAFETY 6
OUTLOOK 6
CAPITAL PROJECTS UPDATE 7
FINANCIAL REVIEW 10
SUMMARY OF QUARTERLY RESULTS 11
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION 12
COMMITMENTS AND LOANS 14
COMMITMENTS AND LOANS (continued) 15
SUBSEQUENT EVENTS 16
APPENDIX 1 - LOCATION MAP 17
APPENDIX 2 - SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL
PERFORMANCE 18
APPENDIX 3 - CRITICAL ACCOUNTING POLICIES AND ESTIMATES 19
CHANGES IN ACCOUNTING POLICIES 21
APPENDIX 4 - OTHER MATTERS 22
Outstanding Share & Option Data 22
Forward Looking Information 22
Forward Looking Information (continued) 23
Further information 23
/T/
GROUP OVERVIEW
The principal activity of the Group is the development, mining and exploration of the Ming Copper-Gold Mine ('Ming
Mine') located on Newfoundland and Labrador's Baie Verte Peninsula. See Appendix 1. On November 28, 2011 the Group
brought the mine into production while testing and commissioning with 1806 gold ore. Gold dore bar, averaging 1,336
ounces, was poured on a bi-weekly basis throughout the quarter. Preparation also continued to commission the Group's new
copper concentrator in May 2012
The parent Company's Ordinary Shares trade on the London AIM market under the symbol "RMM" and the TSX Venture Exchange
under the symbol "RAB".
The Group has established the following three strategic goals:
/T/
1. Become a profitable copper and gold producer by maximizing the use of
the Nugget Pond processing facility.
2. Increase existing Ming Mine resources and reserves through further
exploration.
3. Selectively pursue growth opportunities within Atlantic Canada including
joint ventures, acquisitions, strategic alliances and equity positions.
/T/
The Group's directors and management believe that focussing on these priorities will instil a solid foundation for the
Company, while providing the best opportunity to build a successful and long term mining company.
HIGHLIGHTS OF THE THIRD QUARTER
This was a significant quarter for the Company as it marked the end of the first complete production period. During the
quarter, early gold production continued without interruption at the Company's Nugget Pond gold and base metal milling
operation. While production during the quarter came solely from the commissioning and testing of the 1806 zone through
the gold hydrometallurgical facility, the new copper concentrator was available and 'live' commissioning started
subsequent to period end (see Subsequent Events page 16). While commissioning with the 1806 zone from Rambler's 100%
owned Ming Copper-Gold Mine has been successful the Company is continuing with its transition into copper concentrate
production. Commercial production for the project is anticipated to be announced during the second half of calendar
2012.
Highlights of the third quarter of the 2012 fiscal year included:
Capital Development and Production
/T/
=- Poured and shipped a total of 8,013 ounces (11,586 ounces year to date)
of gold dore for further refining during the quarter. The higher than
projected refined ounces is a result of higher head grade and increased
throughput capacity. While grade itself was slightly higher than reserve
estimates, through continued optimization of the crushing and grind
circuit the mill achieved a peak one day throughput of 824 dry mtpd.
=- The newly constructed copper concentrating facility was ready for 'live'
ore commissioning following completion of gold ore processing from the
1806 zone. At quarter end a total of 87,179 dry metric tonnes of the
gold rich ore were mined with an additional 2,005 tonnes blasted and
awaiting processing.
=- Development into the high grade copper 1807 zone continued at pace with
ore being stock piled when level access is available. Of particular
importance is the completed development into the Lower Footwall Zone
which will provide the initial 22,000 dry metric tonnes to the
concentrator once commissioning begins in calendar 2Q 2012.
/T/
Financing, Royalty and Investment
/T/
=- During the quarter repayments of US$4,413,064 (production to date
US$5,180,936) were made from the delivery of 2,622 oz (production to
date 3,089oz) of gold thereby satisfying requirements in the gold loan
agreement to repay a minimum of US$3.6 million in the first 12 months of
production and partially meeting the requirements for the second 12
months
=- Accepted an offer from Tinma International Ltd. ('Tinma'), a wholly-
owned subsidiary of a China-based investor, to become a strategic
shareholder in Rambler through a non-brokered private placement by
entering into a conditional subscription agreement. Subsequently on
March 19, 2012 Rambler announced the closing of the private placement
resulting in the issuance of 10,403,980 ordinary shares to Tinma at a
placing price of CAD $0.44 per ordinary share for total proceeds of
$4.58 million. Combined with current holding this placement brought
Tinma's total shareholdings in Rambler to 13,388,980 ordinary shares
representing approximately 9.9 per cent of the issued share on a post-
closing basis. Following the completion of this placement Tinma
continued to purchase shares on the open market.
=- Completed an acquisition of 4,500,000 shares of Maritime Resources Corp
(TSX VENTURE:MAE) ('Maritime') through a non-brokered private
transaction priced at $0.23 per share for a total consideration of
$1,035,000. The acquisition gives Rambler a 17% equity stake and an
invite to appoint a representative to join Maritime's Board of
Directors. Maritime continues to advance the Green Bay portfolio of
properties, specifically the Hammerdown mine, and the Orion and
Lochinvar deposits
=- Announced the purchase of Ming Mine's 2% net smelter royalty held by
Philippine Metals Inc., formerly Meridian Mining Corporation, for
CAD$600,000. Before the buyout the mine had a 4.5% combined net smelter
royalty held by four separate groups
/T/
Exploration and evaluation
/T/
=- On March 15, 2012 the Group announced the completion of a preliminary
economic assessment ('PEA') to include the Lower Footwall Zone
mineralization in its mine plan. This assessment evaluated the potential
for an expansion of the Ming Mine to first optimize the current high
grade operation and available infrastructure followed by a transition
into a 20+ year bulk tonnage operation through a four year ramp-up
period. Production throughput will increase from the current 630 mtpd to
1,000 mtpd at Nugget Pond, the 3,500 mtpd at a newly constructed milling
facility at the Ming mine site. Future optimization and engineering
studies will focus on improving the business case to ensure the project
will benefit from additional upside of the existing operation. PEA
results currently envisage: a pre-tax net present value of US$251
million; an internal rate of return of 18%, an undiscounted pre-tax cash
flow from operations of $861 million and initial capital requirements of
US$231 million.
=- Exploration diamond drilling in the 1806 gold zone, beyond current
mining blocks, has reported visible gold and significant assayed
intersections. Of particular importance are drill holes MMUG12-34 and
MMUG12-51 with uncut gold intersections of 5.10 metres grading 227.65
g/t (21.19 g/t cut) and 4.45 metres grading 49.69 g/t (7.57 g/t cut)
respectively.
/T/
Staffing
/T/
=- Throughout the quarter the mine operation continued to fill the
remaining underground staffing positions as dictated by production and
development requirements. At quarter end a total of 126 full time
employees were employed at the Ming Mine.
/T/
FINANCIAL RESULTS
/T/
=- Revenue
-- A total of 8,013 ounces of gold were poured and shipped from the
Ming Mine during Q3/12 for further refining of which 6,082 ounces
were physically sold (settled) under the Group's refining agreement.
An additional 2,112 ounces poured and shipped in Q2 were also sold
during the current quarter for a total of 8,194 ounces sold at an
average price of CAD$1,672 resulting in $14.2 million in revenue
during the quarter. The remaining 1,931 ounces poured and shipped
during Q3 were settled subsequent to the quarter end at an average
price of CAD$1,624 yielding gross revenue of $3.1 million. Revenues
realized during the testing and commissioning of the Ming Mine are
credited to Mineral Property until commercial production is
achieved.
=- Loss
-- The net loss for the quarter ended April 30, 2012 was $281,000 after
an exchange gain of $476,000 or $0.002 per share compared to a net
loss of $1,039,000 for Q2/12, including an exchange loss of
$267,000, and a net profit of $193,000 for Q3/11 including an
exchange gain of $836,000. The exchange differences arise on the
period end translation of the USD Gold Loan. Exchange losses
experienced through the first three quarters of fiscal 2012 were
$512,000 and related to the weakening of the Canadian Dollar against
the US dollar. The Q3/12 operating loss of $772,000 remained in line
with the operating loss of $789,000 in Q2/12.
=- Cash flow and cash resources
-- Cash flows utilized in operating activities were $752,000 in Q3/12
compared to $530,000 in Q2/12 and $406,000 in Q3/11. The increase in
the cash utilization relates to changes in working capital.
-- Cash resources (including short-term investments) as at April 30,
2012 were $4.8 million and as of June 18, 2012 had increased to $5.8
million. A further $2.5 million is available under the Group's
Credit Facility Agreement.
/T/
HEALTH AND SAFETY
/T/
=- The Group completed the quarter with no lost time accidents and 1
medical aid injury. No time was lost as all injured employees were
handled through Rambler's Return to Work Program.
=- The Health and Safety of the Group's employees continues to be a high
priority with prevention and hazard recognition being key components of
the Group's strategy.
/T/
OUTLOOK
Management continue to pursue the following objectives:
/T/
=- Move the Ming Mine into commercial production before the end of calendar
year 2012.
=- Continue mining and milling the exposed 1807 workplaces for the
generation of copper revenues from the Ming Mine. Place additional
development focus into preparing this high grade zone for further
exploration both up-dip and down-dip for inclusion in future resource
and reserve estimates.
=- Optimize the mining and processing of ores from the Ming Mine in
addition to continuing to evaluate opportunities for a possible future
expansion into the Lower Footwall Zone.
=- Become a strategic long term low-cost producer on the Baie Verte
Peninsula, and throughout Atlantic Canada, by selectively pursuing
growth opportunities including joint ventures and acquisitions,
including the Group's investment in Maritime Resources Corp.
/T/
See 'Forward Looking Information' for a description of the factors that may cause actual results to differ from
forecast.
CAPITAL PROJECTS UPDATE
During the quarter the Group incurred $10,903,000 on Mineral Property offset by revenue of $14,136,000 from gold
production, $1,437,000 on property, plant and equipment and $337,000 on exploration and evaluation of the Ming Mine.
Prior to the mine being considered substantially complete and ready for its intended use, all direct operating costs,
including costs associated with stockpile ores, are capitalized within mineral property and offset by revenues generated
from ongoing production.
/T/
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Mineral Property Q3/12 Q2/12 Q3/11
=---------------------------------------------------------------------------
$,000 $,000 $,000
=---------------------------------------------------------------------------
Labour costs 2,297 2,031 1,612
=---------------------------------------------------------------------------
Contractors' and consultancy expenses 78 88 122
=---------------------------------------------------------------------------
General materials and other costs 234 250 216
=---------------------------------------------------------------------------
Surface development 128 171 231
=---------------------------------------------------------------------------
Underground development 2,132 1,666 1,103
=---------------------------------------------------------------------------
Processing and ore transportation 1,983 1,223 -
=-----------------------------------------------============================
Sub-total 6,852 5,429 3,284
=---------------------------------------------------------------------------
Finance costs 2,337 1,408 383
=---------------------------------------------------------------------------
Depreciation 1,023 1,056 692
=---------------------------------------------------------------------------
Royalties 668 57 -
=---------------------------------------------------------------------------
Reclamation and closure provision 23 23 561
=-----------------------------------------------============================
Total 10,903 7,973 4,920
=---------------------------------------------------------------------------
Revenue recognized from gold production (14,136) (2,479) -
=-----------------------------------------------============================
Net (3,233) 5,494 4,920
=-----------------------------------------------============================
/T/
Total mineral property costs increased in Q3/12 compared to Q2/12 in line with an increase in underground capital
development and the first full quarter of commissioning and testing at the Nugget Pond milling operation. Labour and
underground development costs increased over the comparable quarters in line with the hiring of additional full time
employees, the first full quarter of production and increased development of the Ming Mine's 1807 ore zone. Royalty
expenditures increased in Q3/12 directly related to the CAD$600,000 purchase of a 2% net smelter royalty held on the
Ming Copper-Gold Mine project. Processing and ore transportation expenditures were higher marking the first full quarter
of production and improvement throughputs resulted from additional testing at the milling operation. Finance costs
increased in Q3/12 compared to Q2/12 due to the timing of planned production and the market price of gold increasing the
interest charge on the Gold Loan liability and an increase in finance and interest charges resulting from the additional
CAD$2.5 million drawn under the Group's credit facility on January 30, 2012. Increased costs in Q2/12 compared to Q3/11
relate to the ramp up in development following the decision to bring the Ming Mine back into production in Q1/11.
/T/
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Mineral Property (by area, before finance cost,
depreciation, royalties and reclamation) Q3/12 Q2/12 Q3/11
=---------------------------------------------------------------------------
$,000 $,000 $,000
=---------------------------------------------------------------------------
Surface 1,251 997 705
=---------------------------------------------------------------------------
1806 ore zone 1,113 1,440 642
=---------------------------------------------------------------------------
1807 ore zone 1,206 212 108
=---------------------------------------------------------------------------
Lower Footwall ore zone 441 103 -
=---------------------------------------------------------------------------
Ramp improvements & ongoing maintenance 619 1,288 1,361
=---------------------------------------------------------------------------
Shaft manway rehab 134 8 190
=---------------------------------------------------------------------------
Administrative 447 427 278
=---------------------------------------------------------------------------
Port site 107 40 -
=---------------------------------------------------------------------------
Nugget Pond Mill 1,534 914 -
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Total 6,852 5,429 3,284
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
/T/
Surface related costs increased in Q3/12 compared to Q2/12 and Q3/11 mainly due to the first full quarter of trucking
1806 ore to the Nugget Pond Mill. Decreased costs experienced on the 1806 ore zone are in line with completion of
production drilling and underground development during the quarter. 1807 ore zone expenditures increased in Q3/12
compared to Q2/12 in preparation of developing the next stopes for production upon the completion of 1806 ores. Lower
Footwall ore zone expenditures increased in Q3/12 and Q2/12 related to ongoing development aimed at accessing ores for
the commissioning of the Group's copper concentrator. Ramp improvements & ongoing maintenance decreased in Q3/12 in line
with the move towards increased development in the 1807 zone and a reduction in required maintenance. Nugget Pond Mill
expenditures increased in Q3/12 as a result of the first full quarter of mill operations processing an additional 18,000
tonnes of 1806 ore compared to Q2/12.
/T/
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Property, plant and equipment Q3/12 Q2/12 Q3/11
=---------------------------------------------------------------------------
$,000 $,000 $,000
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Mill purchase and construction 383 1,671 2,996
=---------------------------------------------------------------------------
Plant and equipment 1,053 2,089 3,650
=---------------------------------------------------------------------------
Buildings - 152 552
=---------------------------------------------------------------------------
Other assets 1 80 48
=---------------------------------------------------------------------------
Total 1,437 3,992 7,246
=------------------------------------------------===========================
/T/
Mill purchase and construction reduced during Q3/12 compared to Q2/12 and Q3/11 reflecting the substantial completion of
the copper concentrator. Plant and equipment reduced in Q3/12 compared to Q2/12 as fewer capital lease acquisitions were
entered into during the quarter. Additions in Q3/12 mainly relate to the capital lease acquisition of a ship loading
conveyor to be used for loading copper concentrates at the Goodyear's Cove site. Spending on buildings reduced in Q3/12
compared to Q2/12 reflecting the substantial completion of the Goodyear's Cove Storage facility during the quarter.
/T/
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Exploration and evaluation costs (Ming Mine) Q3/12 Q2/12 Q3/11
=---------------------------------------------------------------------------
$,000 $,000 $,000
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Labour costs - - 15
=---------------------------------------------------------------------------
Consultancy expenses 337 248 16
=---------------------------------------------------------------------------
Operating costs - - 1
=---------------------------------------------------------------------------
Total 337 248 32
=------------------------------------------------===========================
/T/
Following the completion of the Ming Mine feasibility study, the Ming Mine project moved from pure Exploration &
Evaluation into the Mine Development stage. Exploration expenditures incurred during Q3/12 related to the completion of
the Lower Footwall Zone preliminary economic assessment at the Ming Copper-Gold Mine.
FINANCIAL REVIEW
/T/
=---------------------------------------------------------------------------
Comparatives
Q3/12
Results B/(W)
($000's) Commentary Q2/12 (i) Q3/11 B/(W)
=---------------------------------------------------------------------------
- Revenue in Q3/11 was from toll
processing agreements. Revenues
realized in Q3/12 during the testing
and commissioning of the Ming Mine have
been credited against Mineral Property
and will continue until commercial
production is achieved (see 'Ming Mine
Revenue' below). - - 183 -
=---------------------------------------------------------------------------
- Operating Costs in Q3/11 costs were
incurred from a toll processing
agreement. - - 175 -
=---------------------------------------------------------------------------
761 General and administrative expenses
were lower than the previous quarter by
$22,000. Legal and professional charges
reduced by $59,000 which related to tax
consultancy in Q2/12. Investor
relations, travel and entertaining
costs increased by $51,000 as a result
of the continued focus on promoting the
Ming Mine production story and
attendance at mining relating
conferences during the quarter.
In comparison to Q3/11 administrative
expenses increased by $143,000
including an additional $71,000 for
investor relations, travel and
entertaining costs and $56,000 in
increased labour costs. 783 3% 618 (23)%
=---------------------------------------------------------------------------
476 Foreign exchange losses arising on the
Gold Loan partially reversed in Q3/12
as a result of the strengthening of the
Canadian dollar against the US dollar
during the quarter. (267) 278% 836 (43)%
=---------------------------------------------------------------------------
(3,233) Mineral Properties. The group incurred
costs of $10.9 million in the quarter
offset by revenue on gold production of
$14.1 million (see further below). The
cost include labour costs of $2.3
million, contractor and material costs
of $0.4 million, underground
development costs of $2.1 million
depreciation of $1.0 million and
finance costs of $2.3 million. Finance
costs include actual cash cost of $0.5
million relating to interest on the
Group's Credit Facility and equipment
capital leases. Q3/12 total mineral
properties increased to $10.9 million
during the quarter compared to Q2/12 in
line with an increase in underground
capital development and the first full
quarter of commissioning and testing at
the Nugget Pond Mill. Net mineral
properties expenditures decreased in
Q3/12 resulting from an increase in the
number of gold ounces sold during the
quarter as compared to Q2/12.
Ming Mine Revenue of $14.1 million was
realized in Q3/12 on the sale and
settlement of 8,194 ounces of gold
compared with $2.5 million in Q2/12 on
the sale and settlement of 1,459 ounces
of gold with the Group's third party
refinery. Revenues realized during the
testing and commissioning of the Ming
Mine have been credited against Mineral
Property and will continue until
commercial production is achieved. 5,494 159% 4,920 166%
=---------------------------------------------------------------------------
1,437 Capital spending on property, plant and
equipment decreased during the quarter
compared to Q3/12 reflecting the
substantial completion of the copper
concentrator at the Nugget Pond gold
and base metal milling facility, fewer
capital lease acquisitions on plant and
equipment and substantial completion of
the Goodyear's Cove Storage Facility.
The decrease from Q3/12 is due to the
reasons outlined above and the overall
movement from capital development into
production. 3,992 64% 7,246 80%
=---------------------------------------------------------------------------
337 Capital spending on exploration and
evaluation costs increased in Q3/12
compared to Q2/12 representing a full
quarter of consultancy expenditure for
the ongoing preliminary economic
assessment of the Lower Footwall Zone
of the Ming Mine. 248 (36)% 32 (953)%
=---------------------------------------------------------------------------
(i)B / (W) = Better / (Worse)
/T/
SUMMARY OF QUARTERLY RESULTS
The quarterly results for the Group for the last eight fiscal quarters are set out in the following table.
/T/
=---------------------------------------------------------------------------
Quarterly Results
(All amounts in 000s of Canadian
Dollars, except Loss per share 4th 3rd 2nd 1st
figures) Quarter Quarter Quarter Quarter
=---------------------------------------------------------------------------
Fiscal 2012
Revenue -(i) -(i) 1,219
Net Income/ (loss) (281) (1,039) (845)
Loss per Share (Basic & Diluted) (0.002) (0.008) (0.007)
=---------------------------------------------------------------------------
Fiscal 2011
Revenue 2,089 183 266 985
Net Income/ (loss) 577 193 (555) (268)
Earnings/(loss) per Share (Basic &
Diluted) 0.008 0.002 (0.006) (0.003)
=---------------------------------------------------------------------------
Fiscal 2010
Revenue -
Net Income/ (loss) (676)
Loss per Share (Basic & Diluted) (0.008)
=---------------------------------------------------------------------------
(i)gold sales resulting from the testing and commissioning of the Ming Mine
are credited to Mineral Properties until commercial production is achieved
/T/
Losses in the fourth quarter of 2010 increased as a result of an unrealised exchange loss offset by reductions in legal
and professional charges and staff costs. Losses in the first quarter of 2011 reduced as a result of revenue from toll
processing and rose again in the second quarter of 2011 following the completion of a toll processing agreement in
November 2010. The profit arising in Q3 2011 included an exchange gain of $0.8 million arising on the retranslation of
the Gold Loan following the weakening of the US Dollar against the Canadian Dollar during the quarter. The profit
arising in Q4 2011 arose from the profits realised on the sale of gold from the Group's satellite deposits. Losses
increased in Q1/12 and further increased in Q2/12 as a result of an exchange loss of $0.7 million and $0.30 million
respectively and reduced sales activity due to the processing of the Group's satellite deposits completed in Q1/12. The
reduction in losses in Q3/12 reflects exchange gains on the retranslation of the Gold Loan.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
To date the Group has relied on private placement financings of equity securities, a Gold Loan facility, capital leases
and a credit facility (see 'Commitments and Loans' section) to finance its development requirements. Positive cash flows
are expected to continue after production at the Ming Mine commences; however, there is no guarantee that expenses will
not exceed income particularly during the start-up phase. If this is the case, the liquidity risk could be material,
even with current cash resources.
The Group's holding of cash balances is kept under constant review. Given the current climate, the Group has taken a
very risk averse approach to management of cash resources and Management and Directors monitor events and associated
risks on a continuous basis. Cash and short-term investment resources (cash, cash equivalents and short-term
investments) were as follows:
/T/
=---------------------------------------------------------------------------
April 30, 2012 July 31, 2011
Resource $'000 $'000
=---------------------------------------------------------------------------
Cash $CDN 4,451 8,661
=---------------------------------------------------------------------------
Cash $US 52 770
=---------------------------------------------------------------------------
Cash GBP 107 47
=---------------------------------------------------------------------------
Short-term Investments $CDN - 25
=---------------------------------------------------------------------------
Short-term Investments GBP 239 667
=---------------------------------------------------------------------------
Total 4,849 10,170
=---------------------------------------------------------------------------
/T/
Sales of gold and copper are likely to be made in US dollars and the majority of the Group's expenses are incurred in
Canadian dollars. The Group's principal exchange rate risk relates to movements between the Canadian and US dollar. The
Gold Loan is repayable in US dollars from future sales of gold mitigating the exchange risk. Management will closely
monitor exchange fluctuation and consider the use of forward exchange contracts as required.
Interest rates on the capital leases and short term borrowings are fixed, eliminating interest rate risk.
Net cash utilised in financing activities during the quarter amounted to $0.3 million from receipts from a placement of
$4.5 million net of financing fees offset by finance lease repayments of $0.4 million and repayments of the gold loan of
$4.4 million.
Cash flows generated from investing activities amounted to $1.9 million for the quarter. Net cash of $6.1 million was
generated from the Group's mineral property ($13.2 million proceeds received from the sale of gold less $7.1 million in
mine development). $3.0 million was spent on property, plant and equipment and $1.0 million invested in Maritime
Resources Corp. The group is required to hold a Letter of Credit in favour of the Government of Newfoundland and
Labrador in respect of the reclamation and closure liability at the existing Nugget Pond Mill and Ming Mine. At quarter
end the Group holds bearer deposit notes totalling $3.26 million.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on
copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate
positive cash flows from current operations. To ensure sufficient working capital management has conditionally secured
CAD$4.1 million through a non-brokered private placement (see Subsequent Events, page 16). Through the use of these
placement funds, continued production during the commissioning phase and the unused credit facility balance of CAD $2.5
million, management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However,
there are risks associated with the commencement of a new mining and processing operation which may give rise to the
possibility that additional working capital may be required to fund delays in commissioning the copper concentrator and
continued mine development and the repayment of loans falling due for repayment in March 2013. Should additional working
capital be required, the Directors consider that further sources of finance could be secured in the required timescale.
On this basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these
funds will be forthcoming. 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.
At June 18, 2012 the Group has $5.8 million in cash and cash equivalents.
Financial Instruments
The Group's financial instruments as at April 30, 2012 comprised of financial assets of cash and cash equivalents and
trade and other receivables and financial liabilities of trade payables; other payables; accrued expenses and interest
bearing loans and borrowings.
All of the Group's financial liabilities are measured at amortised cost.
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 currency
risk, liquidity risk, credit risk, interest rate risk and commodity price risk each of which is discussed in note 12 of
the consolidated financial information for the quarter ended April 30, 2012. There were no derivative instruments
outstanding at April 30, 2012.
COMMITMENTS AND LOANS
At April 30, 2012, there were no capital commitments made to third parties.
Gold Loan
In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine
gold production from its Ming Mine. Under the terms of the agreement Sandstorm made staged upfront cash payments for the
gold to the Group totalling US$20 million.
For this, the Group has agreed to sell 32% of the payable gold in the first year of production. In each production year
following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell
a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the
immediately preceding production year) provided that, if the payable gold production in any production year after the
third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be
less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of
payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual
percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if
the payable gold production in any production year after the third production year is less than 15,000 ounces, then in
each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of
the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is
renewable in 10 year terms at the option of Sandstorm.
The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as
follows:
/T/
i. If within 24 months of the date that gold is first produced (November
28, 2011), the Ming Mine has not produced and sold a minimum of 24,000oz
of payable gold then a portion of the US$20 million will be repayable
based on the shortfall of payable gold, and/or;
ii. Within the first 36 months of production of gold any shortfall in the
value of payable gold below the following amounts will be required to be
paid in cash:
=- within the first 12 months - US$3.6 million
=- within the second 12 months - US$3.6 million
=- within the third 12 months - US$3.1 million
/T/
During the first five months of commissioning, repayments of US$5,180,936 were made from the delivery of 3,089oz of gold
thereby satisfying the requirement to repay a minimum of US$3.6 million cash during the first 12 months and partially
meeting the requirements for the second 12 months.
Credit Facility
On September 29, 2011 the Group agreed a Credit Facility of up to CAD$10 million with Sprott Resource Lending
Partnership ('Sprott') for use as additional funding for the development of the Ming Mine. Subsequent to amending the
agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn
on October 29, 2011, the second instalment of $2.5 million was drawn on January 30, 2012 and the final instalment for
the balance up to $10 million is available until August 31, 2012 Interest will accrue at a fixed rate of 9.25% per
annum. Principal is repayable by March 29, 2013 and secured by a fixed and floating charge over the assets of the Group.
In connection with the Credit Facility, a Structuring Fee of CAD$100,000 and a 3% Commitment Fee of CAD$300,000 were
paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company issued CAD$300,000 of ordinary shares
of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash Commitment
Fee. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility was satisfied by the issuance
of ordinary shares by the Company.
Loan and lease balances
At April 30, 2012, interest bearing loans and borrowings comprised a Gold Loan of $18,733,000, finance lease commitments
of $8,213,000, a credit facility of $6,702,000 and a bank loan of $26,000. The Group entered into finance lease
commitments of $796,000 to finance the acquisition of a conveyor in the quarter.
SUBSEQUENT EVENTS
On May 14, 2012 the Group officially began its copper production with first concentrates now being trucked and stored at
the port's warehouse (see company press release dated 30 May 2012). The first material processed was lower grade
commissioning ore, 1.30% copper head grade, from the Lower Footwall Zone ('LFZ). During start-up copper recoveries have
been excellent averaging 95% along with to an average throughput of 35 tonnes per hour. Subsequent to start-up on June
4, 1012 the Group began blending higher grade ore from the 1807 zone bringing the run of mine head grade to 1.7 % copper
with 0.56 g/t gold. Head grade will continue to increase as more 1807 zone material is blended further displacing LFZ
ores. First revenues from copper production are anticipated in June 2012.
On May 18, 2012 Rambler entered into a conditional subscription agreement with Tinma International Ltd. ('Tinma'), a
wholly-owned subsidiary of a China-based strategic investor and current holder of 15,618,980 shares representing
approximately 11.55% of the issued share capital, to subscribe for 7,118,012 ordinary shares (the 'Subscription Shares')
by way of a non-brokered private placement at a subscribed price of $0.58 per ordinary share for gross proceeds of CAD
$4.13 million. Closing is conditional upon, among other things, admission of the Subscription Shares to trading on the
AIM market of London Stock Exchange plc and acceptance by the TSX Venture Exchange of the listing of the Subscription
Shares. Additionally, closing is conditional upon the due convening of a general meeting of shareholders on 28 June 2012
and the passing of shareholder resolutions granting authority to the directors of the Company to allot the Subscription
Shares and disapply pre-emption rights in respect of such allotment.
APPENDIX 1 - LOCATION MAP
To view the map associated with this release, please visit the following link:
http://media3.marketwire.com/docs/rmm0618fig1.pdf.
APPENDIX 2 - SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE
/T/
=---------------------------------------------------------------------------
Financial Highlights
(All amounts in 000s of
Canadian Dollars, except
shares and per share
figures) Three months ended,
---------------------------------------------------
April 30, January 31, October 31, April 30,
2012 2012 2011 2011
=---------------------------------------------------------------------------
Gold sales (ounces) 8,194(i) 1,459(i) 695 -
Average price CAD (per
ounce) 1,672(i) 1,662(i) 1,700 -
=---------------------------------------------------------------------------
Revenue - - 1,219 183
Operating Expenses - - (674) (175)
Exploration Expenditure (11) (6) (6) (16)
Administrative expenses (761) (783) (694) (618)
Net loss (281) (1,039) (845) 193
Cash Flow generated
by/(used in) operating
activities (732) (530) 1,284 (406)
Cash Flow generated from
/(used in) investing
activities 1,903 (4,983) (7,438) (7,370)
Cash Flow (utilized
in)/from financing
activities (264) 1,230 4,194 5,388
Net (decrease)/increase
in cash 907 (4,283) (1,960) (2,388)
Cash and cash equivalents
at end of period 4,849 3,974 8,257 2,477
=---------------------------------------------------------------------------
Total Assets 106,678 106,670 102,449 79,238
Total Liabilities (41,933) (46,010) (40,769) (32,847)
Working Capital (7,482) (4,005) 4,664 219
=---------------------------------------------------------------------------
Weighted average number
of shares outstanding 125,217 123,650 123,361 95,515
Loss per share (0.002) (0.008) (0.007) 0.002
=---------------------------------------------------------------------------
(i)gold sales relating to the testing and commissioning of the Ming Mine are
credited to Mineral Properties until commercial production is achieved.
/T/
APPENDIX 3 - CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The details of the Group's accounting policies are presented in accordance with International Financial Reporting
Standards as set out in Note 2 to the financial statements. The preparation of financial statements in conformity with
IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the year.
The following estimates are considered by management to be the most critical for investors to understand some of the
processes and reasoning that go into the preparation of the Group's financial statements, providing some insight also to
uncertainties that could impact the Group's financial results.
Going Concern
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on
copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate
positive cash flows from current operations. To ensure sufficient working capital management has conditionally secured
CAD$4.1 million through a non-brokered private placement (see Subsequent Events, page 16). Through the use of these
placement funds, continued production during the commissioning phase and the unused credit facility balance of CAD $2.5
million management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However,
there are risks associated with the commencement of a new mining and processing operation which may give rise to the
possibility that additional working capital may be required to fund delays in commissioning the copper concentrator and
continued mine development and the repayment of loans falling due for repayment in March 2013. Should additional working
capital be required, the Directors consider that further sources of finance could be secured in the required timescale.
On this basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these
funds will be forthcoming. 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.
Share-based payments
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. The assumptions used in calculating the cost of share based payments are
explained in note 10 of the financial statements for the period ended April 30, 2012.
Gold Loan
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from
the sale of payable gold (see note 8 to the Unaudited Consolidated Financial Information for the quarter ended April 30,
2012). The cash flows will be dependent on the production of gold and its selling price at the time of delivery which
have been estimated in line with the mine plan, future prices of gold and reserve estimates. Management's estimates of
these factors are subject to risk and uncertainties affecting the amount of the interest charge. Any changes to these
estimates may result in a significantly different interest charge which would affect the carrying value of the mineral
property costs and the corresponding Gold Loan liability.
Mineral Property and Exploration and Evaluation Costs
The directors have assessed whether there are any indicators of impairment in respect of mineral property and
exploration and evaluation costs. In making this assessment they have considered the Group's business plan which
includes resource estimates, future processing capacity, the forward market and longer term price outlook for copper and
gold. Resource estimates have been based on the most recently filed NI43-101 report and its opportunities economic model
which includes resource estimates and conversion of its inferred resources. Management's estimates of these factors are
subject to risk and uncertainties affecting the recoverability of the Group's mineral property and 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. After consideration of the above factors, the directors do
not consider that there are any indicators that mineral property and exploration and evaluation costs are impaired at
the quarter end.
Closure Costs
The Group has an obligation to reclaim its properties after the minerals have been mined from the site, and has
estimated the costs necessary to comply with existing reclamation standards. These estimates are recorded as a liability
at their fair values in the periods in which they occur. If the estimate of reclamation costs proves to be inaccurate,
the Group could be required to increase the provision for site closure and reclamation costs, which would increase the
amount of future reclamation expense, resulting in a reduction in the Group's earnings and net assets.
CHANGES IN ACCOUNTING POLICIES
In the current quarter, new and revised standards which have been adopted have not affected the disclosures presented in
these financial statements.
No standards issued but not yet effective have been adopted early.
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 July 31, 2012:
/T/
Nature of change Application
IFRS/ to accounting date of Application
Amendment Title policy standard date for Group
=---------------------------------------------------------------------------
Various Annual No change to Various August 1, 2012
Improvements to accounting
IFRSs policy,
therefore, no
impact
=---------------------------------------------------------------------------
IFRS 9 Financial No change to January 1, 2015 August 1, 2015
instruments: accounting
Classification policy,
and Measurement therefore, no
impact
=---------------------------------------------------------------------------
IFRS 10 Consolidated No change to January 1, 2013 January 1, 2013
Financial accounting
Statements policy,
therefore, no
impact
=---------------------------------------------------------------------------
IFRS 11 Joint No change to January 1, 2013 January 1, 2013
Arrangements accounting
policy,
therefore, no
impact
=---------------------------------------------------------------------------
IFRS 12 Disclosure of No change to January 1, 2013 January 1, 2013
Interests in accounting
Other Entities policy,
therefore, no
impact
=---------------------------------------------------------------------------
IFRS 13 Fair Value No change to January 1, 2013 January 1, 2013
Measurement accounting
policy,
therefore, no
impact
=---------------------------------------------------------------------------
/T/
Management have reviewed the impact of the above standards and interpretations and have concluded that they will not
result in any material changes to reported results.
Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year
ended July 31, 2011.
APPENDIX 4 - OTHER MATTERS
Outstanding Share & Option Data
As at the date of this MD&A the following securities are outstanding:
/T/
=---------------------------------------------------------------------------
Shares issued Weighted Average
Security or Issuable Exercise Price
=---------------------------------------------------------------------------
Common Shares 135,242,228 --
=---------------------------------------------------------------------------
Options 4,053,334(i) $0.46
=---------------------------------------------------------------------------
(i)if all options have fully vested
/T/
For further assistance Mr. Peter Mercer, Corporate Secretary can be reached directly at +1-709-800-1929 ext. 500 or
pmercer@ramblermines.com.
Forward Looking Information
This MD&A contains "forward-looking information" which may include, but is not limited to, statements with respect to
the Group's objectives and strategy, future financial or operating performance of the Group and its projects,
exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration,
requirements for additional capital, government regulation of mining exploration and development, environmental risks,
title disputes or claims and limitations of insurance coverage. All statements, other than statements of historical
fact, are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered
reasonably by the Company, involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Group to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such factors include, among others, general
business, economic, competitive, political and social uncertainties; the actual results of current exploration
activities; conclusions of economic evaluations; availability and cost of credit; fluctuations in Canadian dollar
interest rates; fluctuations in the relative value of United States dollars, Canadian dollars and British Pounds;
changes in planned parameters as plans continue to be refined; fluctuations in the market and forward prices of copper,
gold, silver or certain other commodities; possible variations of ore grade or recovery rates; failure of equipment;
accidents and other risks of the mining exploration industry; political instability, insurrection or war; delays in
obtaining governmental approvals or financing or in the completion of development or construction activities, as well as
those factors discussed in the section entitled "Risk Factors" in the Report of Directors. Although the Group has
attempted to identify important factors that could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other factors that cause actions, events or results to
differ from those anticipated, estimated or intended. Unless stated otherwise, forward-looking statements contained
herein are made as of the date of this MD&A. Other than as required by applicable securities law, the Company disclaims
any obligation to update any forward-looking statements, whether as a result of new information, future events or
results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements. All of the forward-looking
statements made in this MD&A are qualified by these cautionary statements. Accordingly, readers should not place undue
reliance on forward-looking statements.
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.
Unaudited Consolidated Financial Information
For the Quarter Ended 30 April 2012
The accompanying financial information for the quarter ended 30 April 2012 and 30 April 2011 has not been reviewed or
audited by the Group's auditor and has an effective date of 18 June 2012.
/T/
Rambler Metals and Mining Plc
Unaudited Consolidated income statement
For the Quarter Ended 30 April 2012
(EXPRESSED IN CANADIAN DOLLARS)
Quarter Quarter Nine months Nine months
ended ended ended ended
30 April 30 April 30 April 30 April
2012 2011 2012 2011
$,000 $,000 $,000 $,000
Revenue - 183 1,219 1,434
Cost of sales - (175) (674) (984)
------------------------------------------------
Gross profit - 8 545 450
Administrative expenses (761) (618) (2,238) (1,999)
Exploration expenses (11) (16) (23) (75)
------------------------------------------------
Operating loss (772) (626) (1,716) (1,624)
------------------------------------------------
Bank interest receivable 17 12 70 44
Finance costs (2) (29) (7) (60)
Foreign exchange differences 476 836 (512) 981
------------------------------------------------
Net financing
(expense)/income 491 819 (449) 965
------------------------------------------------
(Loss)/profit before tax (281) 193 (2,165) (659)
Income tax credit - - - 29
------------------------------------------------
(Loss)/profit for the period
and attributable to owners
of the parent (281) 193 (2,165) (630)
------------------------------------------------
------------------------------------------------
/T/
Earnings/(loss) per share
/T/
Nine Nine
Quarter Quarter months months
ended ended ended ended
30 April 30 April 30 April 30 April
2012 2011 2012 2011
$ $ $ $
Basic and diluted
(loss)/earnings per share (0.002) 0.002 (0.017) (0.007)
-----------------------------------------------
Rambler Metals and Mining Plc
Unaudited Consolidated statement of comprehensive income
For the Quarter Ended 30 April 2012
(EXPRESSED IN CANADIAN DOLLARS)
Quarter Quarter Nine months Nine months
ended 30 ended 30 ended ended
April April 30 April 30 April
2012 2011 2012 2011
$,000 $,000 $,000 $,000
(Loss)/profit for the period (281) 193 (2,165) (630)
------------------------------------------------
Exchange differences on
translation of foreign
operations (net of tax) (30) 5 (20) (5)
Fair value loss on available
for sale investment (247) - (247) -
------------------------------------------------
Other comprehensive
(loss)/income for the
period (277) 5 (267) (5)
------------------------------------------------
------------------------------------------------
Total comprehensive
(loss)/income for the
period and attributable to
the owners of the parent (558) 198 (2,432) (635)
------------------------------------------------
------------------------------------------------
Rambler Metals and Mining Plc
Consolidated balance sheet
As at 30 April 2012
(EXPRESSED IN CANADIAN DOLLARS)
Note Unaudited Audited
30 April 31 July
2012 2011
$,000 $,000
Assets
Intangible assets 3 17,250 16,627
Mineral property 4 45,563 38,468
Property, plant and equipment 5 32,389 25,332
Investment 6 788 -
-------------------------
Total non-current assets 95,990 80,427
-------------------------
Inventory 7 1,034 934
Trade and other receivables 1,546 1,565
Cash and cash equivalents 4,849 10,170
Restricted cash 3,259 3,377
-------------------------
Total current assets 10,688 16,046
-------------------------
Total assets 106,678 96,473
-------------------------
-------------------------
Equity
Issued capital 2,486 2,299
Share premium 70,877 65,934
Merger reserve 214 214
Fair value reserve (247) -
Translation reserve 115 135
Accumulated losses (8,700) (6,604)
-------------------------
Total equity 64,745 61,978
-------------------------
Liabilities
Interest-bearing loans and borrowings 8 22,168 24,606
Provision 9 1,595 1,647
-------------------------
Total non-current liabilities 23,763 26,253
-------------------------
Interest-bearing loans and borrowings 8 11,506 2,282
Trade and other payables 6,664 5,960
-------------------------
Total current liabilities 18,170 8,242
-------------------------
Total liabilities 41,933 34,495
-------------------------
Total equity and liabilities 106,678 96,473
-------------------------
-------------------------
Rambler Metals and Mining Plc
Consolidated Statement of Changes in Equity
Share Share Merger Fair value
capital premium reserve reserve
(EXPRESSED IN
CANADIAN DOLLARS) $,000 $,000 $,000 $,000
Audited
Balance at 1 August
2010 1,863 51,532 214 -
-------------------------------------------------------
Comprehensive loss
Loss for the year - - - -
-------------------------------------------------------
Foreign exchange
translation
differences - - - -
-------------------------------------------------------
Other comprehensive
loss - - - -
-------------------------------------------------------
Total comprehensive
loss for the year - - - -
-------------------------------------------------------
Transactions with
owners
Issue of share
capital 436 15,252 - -
Share issue expenses - (850) - -
Share-based payments - - - -
-------------------------------------------------------
Transactions with
owners 436 14,402 - -
-------------------------------------------------------
Balance at 31 July
2011 2,299 65,934 214 -
-------------------------------------------------------
-------------------------------------------------------
Unaudited
Balance at 1 August
2011 2,299 65,934 214 -
-------------------------------------------------------
Comprehensive loss
Loss for the period - - - -
-------------------------------------------------------
Foreign exchange
translation
differences - - - -
Fair value loss on
available for sale
investment - - - (247)
-------------------------------------------------------
Other comprehensive
loss - - - (247)
-------------------------------------------------------
Total comprehensive
loss for the period - - - (247)
-------------------------------------------------------
Transactions with
owners
Issue of share
capital 187 5,025 - -
Share issue expenses - (82) -
Share-based payments - - - -
-------------------------------------------------------
Transactions with
owners 187 4,943 - -
-------------------------------------------------------
Balance at 30 April
2012 2,486 70,877 214 (247)
-------------------------------------------------------
-------------------------------------------------------
Translation Accumulated
reserve Losses Total
(EXPRESSED IN
CANADIAN DOLLARS) $,000 $,000 $,000
Audited
Balance at 1 August
2010 25 (6,811) 46,823
-----------------------------------------
Comprehensive loss
Loss for the year - (53) (53)
-----------------------------------------
Foreign exchange
translation
differences 110 - 110
-----------------------------------------
Other comprehensive
loss 110 - 110
-----------------------------------------
Total comprehensive
loss for the year 110 (53) 57
-----------------------------------------
Transactions with
owners
Issue of share
capital - - 15,688
Share issue expenses - - (850)
Share-based payments - 260 260
-----------------------------------------
Transactions with
owners - 260 15,098
-----------------------------------------
Balance at 31 July
2011 135 (6,604) 61,978
-----------------------------------------
-----------------------------------------
Unaudited
Balance at 1 August
2011 135 (6,604) 61,978
-----------------------------------------
Comprehensive loss
Loss for the period - (2,165) (2,165)
-----------------------------------------
Foreign exchange
translation
differences (20) - (20)
Fair value loss on
available for sale
investment - - (247)
-----------------------------------------
Other comprehensive
loss (20) - (267)
-----------------------------------------
Total comprehensive
loss for the period (20) (2,165) (2,432)
-----------------------------------------
Transactions with
owners
Issue of share
capital - - 5,212
Share issue expenses (82)
Share-based payments - 69 69
-----------------------------------------
Transactions with
owners - 69 5,199
-----------------------------------------
Balance at 30 April
2012 115 (8,700) 64,745
-----------------------------------------
-----------------------------------------
Rambler Metals and Mining Plc
Unaudited statements of cash flows
For the Quarter Ended 30 April 2012
(EXPRESSED IN CANADIAN DOLLARS)
Quarter Quarter Nine months Nine months
ended ended ended ended
30 April 30 April 30 April 30 April
2012 2011 2012 2011
$,000 $,000 $,000 $,000
Cash flows from operating
activities
Operating loss (772) (626) (1,716) (1,624)
Depreciation 4 61 107 118
Share based payments 18 43 65 186
Exchange differences - (20) - (135)
Increase in inventory (141) (322) (101) (431)
(Increase)/decrease in
receivables (18) 241 921 (708)
Increase in payables 159 246 733 700
---------------------------------------------------
Cash generated utilised
in operations (750) (377) 9 (1,894)
Interest paid (2) (29) (7) (60)
Income tax received - - - 29
---------------------------------------------------
Net cash generated
utilised for operating
activities (752) (406) 2 (1,925)
---------------------------------------------------
Cash flows from investing
activities
Interest received 17 12 70 44
Disposal/(acquisition) of
bearer deposit note 146 (1,171) 118 (1,764)
Acquisition of listed
investment (1,035) - (1,035) -
Acquisition of evaluation
and exploration assets (338) (17) (651) (363)
Acquisition of mineral
properties - net 6,115 (2,473) 179 (6,200)
Acquisition of property,
plant and equipment (2,982) (3,721) (9,179) (9,219)
---------------------------------------------------
Net cash generated
from/(utilised in)
investing activities 1,923 (7,370) (10,498) (17,502)
---------------------------------------------------
Cash flows from financing
activities
Proceeds from issue of
share capital 4,578 - 4,578 6
Share issue expenses (82) - (82) -
Proceeds from exercise of
share options 30 2 38 10
Proceeds from Loans (note
8) 6 5,571 6,976 14,268
Repayment of gold loan (4,385) - (5,163) -
Capital element of
finance lease payments (411) (185) (1,187) (387)
---------------------------------------------------
Net cash (utilised
in)/from financing
activities (264) 5,388 5,160 13,897
---------------------------------------------------
Net increase/(decrease)
in cash and cash
equivalents 907 (2,388) (5,336) (5,530)
Cash and cash equivalents
at beginning of period 3,974 4,865 10,170 8,000
Effect of exchange rate
fluctuations on cash
held (32) - 15 7
---------------------------------------------------
Cash and cash equivalents
at end of period 4,849 2,477 4,849 2,477
---------------------------------------------------
---------------------------------------------------
/T/
Rambler Metals and Mining Plc
Unaudited Notes to the financial statements
1. Nature of operations and going concern
The principal activity of the Group is the development and exploration programme of the Ming Copper-Gold Mine in Baie
Verte, Newfoundland and Labrador, Canada.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on
copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate
positive cash flows from current operations. To ensure sufficient working capital management has conditionally secured
CAD$4.1 million through a non-brokered private placement (see note 13). Through the use of these placement funds,
continued production during the commissioning phase and the unused credit facility balance of CAD $2.5 million,
management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are
risks associated with the commencement of a new mining and processing operation which may give rise to the possibility
that additional working capital may be required to fund delays in commissioning the copper concentrator and continued
mine development and the repayment of loans falling due for repayment in March 2013. Should additional working capital
be required, the Directors consider that further sources of finance could be secured in the required timescale. On this
basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these funds
will be forthcoming. 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.
2. Accounting policies
Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year
ended 31 July 2011. The following additional accounting policy has been applied in the current quarter:
Available for Sale Investment
Available for sale investments are initially recognised at fair value with subsequent changes in fair value recognised
in Other Comprehensive Income. On derecognition of such investments, any cumulative gain or loss recognised is recycled
and recognised in the Income Statement.
3. Intangible assets
/T/
Exploration and
evaluation
Costs
$,000
Cost
Balance at 1 August 2010 37,051
Acquisitions 478
Transfer to mineral properties (20,902)
---------------------
Balance at 31 July 2011 16,627
---------------------
---------------------
Balance at 1 August 2011 16,627
Acquisitions 623
---------------------
Balance at 30 April 2012 17,250
---------------------
---------------------
Carrying amounts
At 31 July 2011 16,627
---------------------
---------------------
At 30 April 2012 17,250
---------------------
---------------------
/T/
4. Mineral Property
/T/
Mineral Property
$,000
Cost
Balance at 1 August 2010 -
Transfer from exploration and evaluation costs 20,902
Acquisitions 17,566
--------------------
Balance at 31 July 2011 38,468
--------------------
--------------------
Balance at 1 August 2011 38,468
Acquisitions 7,095
--------------------
Balance at 30 April 2012 45,563
--------------------
--------------------
Carrying amounts
At 31 July 2011 38,468
--------------------
--------------------
At 30 April 2012 45,563
--------------------
--------------------
/T/
Included in current period acquisitions are $16.615 million in gold sales realized as part of the commissioning of 1806
ores through the Nugget Pond Mill.
5. Property, plant and equipment
/T/
Assets
Land and under Motor Plant and
buildings construction vehicles equipment
$,000 $,000 $,000 $,000
Cost
Balance at 1 August
2010 1,096 5,200 118 6,038
Acquisitions 1,845 10,110 74 8,127
Disposals - - (39) -
-------------------------------------------------------
Balance at 31 July
2011 2,941 15,310 153 14,165
-------------------------------------------------------
-------------------------------------------------------
Balance at 1 August
2011 2,941 15,310 153 14,165
Additions 663 6,215 85 3,213
Disposals - - (39) (189)
-------------------------------------------------------
Balance at 30 April
2012 3,604 21,525 199 17,189
-------------------------------------------------------
-------------------------------------------------------
Depreciation and
impairment losses
Balance at 1 August
2010 775 - 51 4,382
Depreciation charge 151 - 40 2,070
Eliminated on
disposals - - (20) -
-------------------------------------------------------
Balance at 31 July
2011 926 - 71 6,452
-------------------------------------------------------
-------------------------------------------------------
Balance at 1 August
2011 926 - 71 6,452
Depreciation charge 246 - 64 2,761
On disposals - - (20) (189)
-------------------------------------------------------
Balance at 30 April
2012 1,172 - 115 9,024
-------------------------------------------------------
-------------------------------------------------------
Carrying amounts
At 31 July 2011 2,015 15,310 82 7,713
-------------------------------------------------------
-------------------------------------------------------
At 30 April 2012 2,432 21,525 84 8,165
-------------------------------------------------------
-------------------------------------------------------
Fixtures,
fittings and Computer
equipment equipment Total
$,000 $,000 $,000
Cost
Balance at 1 August
2010 56 540 13,048
Acquisitions 34 130 20,320
Disposals - - (39)
-----------------------------------------
Balance at 31 July
2011 90 670 33,329
-----------------------------------------
-----------------------------------------
Balance at 1 August
2011 90 670 33,329
Additions 3 83 10,262
Disposals - (7) (235)
-----------------------------------------
Balance at 30 April
2012 93 746 43,356
-----------------------------------------
-----------------------------------------
Depreciation and
impairment losses
Balance at 1 August
2010 44 335 5,587
Depreciation charge 13 156 2,430
Eliminated on
disposals - - (20)
-----------------------------------------
Balance at 31 July
2011 57 491 7,997
-----------------------------------------
-----------------------------------------
Balance at 1 August
2011 57 491 7,997
Depreciation charge 11 103 3,185
On disposals - (6) (215)
-----------------------------------------
Balance at 30 April
2012 68 588 10,967
-----------------------------------------
-----------------------------------------
Carrying amounts
At 31 July 2011 33 179 25,332
-----------------------------------------
-----------------------------------------
At 30 April 2012 25 158 32,389
-----------------------------------------
-----------------------------------------
/T/
6. Available for sale investments
/T/
$,000
Cost
Balance at 1 August 2011 -
Acquisitions 1,035
Fair Value change (247)
-----------
Balance at 30 April 2012 788
-----------
-----------
Carrying amounts
At 31 July 2011 -
-----------
-----------
At 30 April 2012 788
-----------
-----------
/T/
On February 15, 2012 the Group completed an acquisition of 4,500,000 shares of Maritime Resources Corp. (TSX
VENTURE:MAE) ('Maritime') through a non-brokered private transaction priced at $0.23 per share for a total consideration
of $1,035,000. The acquisition gives Rambler a 17% equity stake and an invite to appoint a representative to join
Maritime's Board of Directors. The market price at April 30, 2012 was $0.175 per share.
7. Inventories
/T/
30 April 31 July
2012 2011
$,000 $,000
Metals in process - 540
Operating supplies 1,034 394
------------------------
1,034 934
------------------------
------------------------
/T/
8. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For
more information about the Group's exposure to interest rate and foreign currency risk, see note 12.
/T/
30 April 31 July
2012 2011
$,000 $,000
Non-current liabilities
Bank loan 23 26
Finance lease liabilities 6,264 5,326
Gold Loan 15,881 19,254
------------------------
22,168 24,606
------------------------
------------------------
Current liabilities
Current portion of bank loan 3 3
Current portion of finance lease liabilities 1,949 1,630
Current portion of Gold Loan 2,852 649
Credit Facility 6,702 -
------------------------
11,506 2,282
------------------------
------------------------
/T/
Finance lease liabilities
Finance lease liabilities are payable as follows:
/T/
Minimum Minimum
lease lease
Payments Interest Principal Payments Interest Principal
30 April 30 April 30 April 31 July 31 July 31 July
2012 2012 2012 2011 2011 2011
$,000 $,000 $,000 $,000 $,000 $,000
Less than
one year 2,243 294 1,949 1,965 335 1,630
Between
one and
five
years 6,931 667 6,264 5,918 592 5,326
------------------------------------------------------------------
9,174 961 8,213 7,883 927 6,956
------------------------------------------------------------------
------------------------------------------------------------------
/T/
Under the terms of the equipment lease agreements, no contingent rents are payable.
The bank loan is secured by way of a fixed charge over a property and is repayable in monthly instalments of $384 over
12 years.
Gold Loan
In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine
gold production from its Ming Mine.
Under the terms of the agreement Sandstorm made staged upfront cash payments for the gold to the Group totalling US$20
million.
For this, the Group has agreed to sell 32% of the payable gold in the first year of production. In each production year
following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell
a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the
immediately preceding production year) provided that, if the payable gold production in any production year after the
third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be
less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of
payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual
percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if
the payable gold production in any production year after the third production year is less than 15,000 ounces, then in
each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of
the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is
renewable in 10 year terms at the option of Sandstorm.
A 4.5% cash commission was payable with each payment received under the agreement.
The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as
follows:
/T/
i. If within 24 months of the date that gold is first produced (November
28, 2011), the Ming Mine has not produced and sold a minimum of 24,000oz
of payable gold then a portion of the US$20 million will be repayable
based on the shortfall of payable gold.
ii. Within the first 36 months of production of gold any shortfall in the
value of payable gold below the following amounts will be required to be
paid in cash:
=- within the first 12 months - US$3.6 million
=- within the second 12 months - US$3.6 million
=- within the third 12 months - US$3.1 million
/T/
During the first five months of commissioning, repayments of US$5,180,936 were made from the delivery of 3,089oz of gold
thereby satisfying the requirement to repay a minimum of US$3.6 million cash during the first 12 months and partially
meeting the requirements for the second 12 months.
The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the effective interest
rate implicit in the cash flows arising from the loan the cash flows are forecast at each quarter end based on
management's best estimates of the time of delivery of payable gold, the total amount of gold expected to be produced
over the mine life and the timing of that production.
Total interest of $3,446,213 was accrued during the period. $nil (2011: $49,906) was included in exploration and
evaluation expenditure and $3,446,213 (2011: $1,451,371) charged to mineral properties.
The Gold Loan is secured by a fixed and floating charge over the assets of the Group.
Credit Facility
On September 29, 2011 the Group agreed a Credit Facility of up to CAD$10 million with Sprott Resource Lending
Partnership ("Sprott") for use as additional funding for the development of the Ming Mine. Subsequent to amending the
agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn
on October 29, 2011, the second instalment of $2.5 million was drawn on January 30, 2012 and the final instalment for
the balance up to $10 million is available until August 31, 2012. Interest will accrue at a fixed rate of 9.25% per
annum. Principal is repayable by March 29, 2013 and secured by a fixed and floating charge over the assets of the Group.
In connection with the Credit Facility, a Structuring Fee of CAD$100,000 and a 3% Commitment Fee of CAD$300,000 were
paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company issued CAD$300,000 of ordinary shares
of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash Commitment
Fee. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility was satisfied by the issuance
of ordinary shares by the Company.
9. Provisions
/T/
30 April 31 July
2012 2011
$,000 $,000
Reclamation and closure provision
At 1 July 2011 1,647 559
(Released)/provided during the period (121) 1,007
Unwinding of discount 69 81
-------------------------
At 30 April 2012 1,595 1,647
-------------------------
-------------------------
/T/
The reclamation and closure provision has been made in respect of costs of land restoration and rehabilitation expected
to be incurred at the end of the Ming Mine's useful life. The provision has been calculated based on the present value
of the expected future cash flows associated with reclamation and closure activities as required by the Government of
Newfoundland and Labrador. The provision relates to restoration of all three sites associated with the Ming Mine
project: mill, mine and port sites. The liability is secured by Letters of Credit for $3,259,148.
10. Related parties
Transactions with key management personnel
Total key management personnel compensation was as follows:
/T/
Quarter Quarter Nine months Nine months
ended ended ended ended
30 April 30 April 30 April 30 April
2012 2011 2012 2011
$,000 $,000 $,000 $,000
Short term employee benefits 164 169 496 455
Share based payments 4 28 17 66
------------------------------------------------
168 195 513 521
------------------------------------------------
------------------------------------------------
/T/
11. Share-based payments
The number and weighted average exercise prices of share options are as follows:
/T/
Weighted Weighted
average average
exercise Number exercise Number
price of options price of options
30 April 30 April 31 July 31 July
2012 2012 2011 2011
$ No. 000 $ No. 000
Outstanding at the beginning
of the period 0.484 4,167 0.467 3,952
Granted during the period 0.502 434 0.506 647
Exercised 0.189 (202) 0.186 (52)
Cancelled during the period 0.473 (514) 0.379 (380)
------------- -------------
Outstanding at the end of
the period 0.459 3,851 0.484 4,167
------------- -------------
------------- -------------
Exercisable at the end of
the period 0.447 3,396 0.495 3,077
------------- -------------
------------- -------------
/T/
The options outstanding at 30 April 2012 have an exercise price in the range of $0.16 to $1.10 and a weighted average
remaining contractual life of 7 years (31 July 2011: 8 years).
The fair value of services received in return for share options granted are measured by reference to the fair value of
share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes
model. The contractual life of the option (10 years) is used as an input into this model. Expectations of early exercise
are incorporated into the Black-Scholes model.
/T/
Quarter Quarter Nine months Nine months
ended ended ended ended
Fair value of share 30 April 30 April 30 April 30 April
options and assumptions 2012 2011 2012 2011
$,000 $,000 $,000 $,000
Fair value at measurement
date of options granted
in the period 48 16 127 116
---------------------------------------------------
Weighted average fair
value per option granted
in period 0.323 0.350 0.294 0.287
Share price (weighted
average) 0.530 0.610 0.495 0.482
Exercise price (weighted
average) 0.530 0.610 0.495 0.482
Expected volatility
(expressed as weighted
average volatility used
in the modelling under
Black-Scholes model) 69.3% 70.0% 69.5% 74.3%
Expected option life 5 5 5 5
Expected dividends 0 0 0 0
Risk-free interest rate
(based on national
government bonds) 1.64% 2.34% 1.79% 2.47%
---------------------------------------------------
/T/
The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of
the share options), adjusted for any expected changes to future volatility due to publicly available information.
There are no performance or market conditions associated with the share option grants.
/T/
Quarter Quarter Nine months Nine months
ended ended ended ended
30 April 30 April 30 April 30 April
2012 2011 2012 2011
$,000 $,000 $,000 $,000
Total expense recognised as
employee costs 18 43 65 186
------------------------------------------------
------------------------------------------------
/T/
12. Financial risk management
The Group's principal financial assets comprise: cash and cash equivalents and trade and other receivables. The Group
financial liabilities comprise: trade payables; other payables; and accrued expenses. The Group's financial liabilities
also include interest bearing loans and borrowings.
All of the Group's financial liabilities are measured at amortised cost and their financial assets are classified as
loans and receivables and measured at amortised cost.
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 each of which is discussed below. There were no derivative
instruments outstanding at 30 April 2012.
Foreign currency risk
The Group's cash resources are held in GB pounds and Canadian Dollars and the Gold Loan is repayable in US dollars. The
Group has a downside exposure to any strengthening of the GB pound as this would increase expenses in Canadian dollar
terms. This risk is mitigated by reviewing the holding of cash balances in GB pounds. Any weakening of the GB pound
would however result in the reduction of the expenses in Canadian dollar 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 Parent Company
are translated into Canadian dollars. The Group has a downside exposure to any strengthening of the US dollar as this
would increase the amount repayable on the Gold Loan in Canadian dollar terms. This risk, however, is relevant only
should the Gold Loan be repaid in cash under terms set out in note 8. Repayment is envisaged in payable gold which is
denominated in US dollars.
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 Parent company'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 GB pound against the Canadian/US Dollar. 10%
represents management's assessment of the reasonable possible exposure.
/T/
Equity
30 April 31 July
2012 2011
$,000 $,000
10% strengthening of GB pound 26 64
10% weakening of GB pound (23) (57)
10% strengthening of US dollar (1,873) (1,920)
10% weakening of US dollar 1,702 1,746
---------------------
---------------------
/T/
Liquidity risk
Prior to Q3 2010 the Group had relied on shareholder funding to finance its operations. During Q3, 2010 the Group
entered into a financing arrangement in US dollars (gold loan) and a Credit Facility arrangement (see note 8). With
finite cash resources and no material income, the liquidity risk is significant. This risk is managed by controls over
expenditure and concentrating on achieving the payment milestones under the financing arrangement. Success will depend
largely upon the outcome of ongoing and future exploration and development 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 time as the Group becomes self-financing from the commercial production of mineral resources.
The Group's trade payables, other payables and accrued expenses are generally due between one and three months and the
Group's financial liabilities are due as follows:
/T/
30 April 31 July
Financial liabilities 2012 2011
$,000 $,000
Due within one year 11,506 2,282
Due within one to two years 4,320 3,608
Due within two to three years 4,104 4,814
Due within three to four years 2,591 2,272
Due within four to five years 1,224 2,030
Due after five years 9,929 11,882
--------------------
33,674 26,888
--------------------
--------------------
/T/
Fixed rate financial liabilities
At the period end the analysis of finance leases, hire purchase contracts and loans which were all due in Canadian
Dollars and are at fixed interest rates was as follows:
/T/
30 April 31 July
Fixed rate liabilities 2012 2011
$,000 $,000
Due within one year 8,654 1,633
Due within one to two years 2,031 1,465
Due within two to three years 1,993 1,508
Due within three to four years 1,858 1,478
Due within four to five years 395 888
Due after five years 10 13
--------------------
14,941 6,985
--------------------
--------------------
/T/
The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 30 April 2012 was
6.46%.
Credit risk
The Group holds 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 management and Directors monitor events and associated risks on a continuous basis.
There is little perceived credit risk in respect of trade and other receivables. The Group and Company's maximum
exposure to credit risk at 30 April 2012 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. Details of the Group's borrowings are described in note 8. If the interest rate on deposits
were to fluctuate by 1% there would be no material effect on the Group's and Company's reported results.
Commodity price risk
Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the market
prices of commodities. The Group is exposed to commodity price risk as its future revenues will be derived based on
contracts with customers at prices that will be determined by reference to market prices of copper and gold at the
delivery date.
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from
the sale of payable gold. In estimating the cash flows the following table details the Group's sensitivity to a 10%
increase and a 25% decrease in the price of gold. These percentages represent management's assessment of the reasonable
possible exposure.
/T/
Gross assets
30 April 31 July
2012 2011
$,000 $,000
10% increase in the price of gold 623 292
25% decrease in the price of gold (1,683) (783)
-----------------------
-----------------------
/T/
Financial assets
The floating rate financial assets comprise interest earning bank deposits at rates set by reference to the prevailing
LIBOR or equivalent to the relevant country. Fixed rate financial assets are cash held on fixed term deposit.
At the period end the cash and short term deposits were as follows:
/T/
Average Average
period interest
Fixed Floating for which rates for
rate rate rates are fixed rate
At 30 April 2012 assets Assets Total fixed assets
$,000 $,000 $,000 Months %
GB Pounds 239 107 346 1 0.25
US $ - 52 52 - -
Canadian $ - 4,451 4,451 - -
---------------------------------
239 4,610 4,849
---------------------------------
---------------------------------
At 31 July 2011
$,000 $,000 $,000 Months %
GB Pounds 667 47 714 1 0.25
Canadian $ 25 9,431 9,456 1.3 0.95
---------------------------------
692 9,478 10,170
---------------------------------
---------------------------------
/T/
Fair values
In the directors' opinion there is no material difference between the book value and fair value of any of the group's
financial instruments.
13. Subsequent Events
On May 14, 2012 the Group officially began its copper production with first concentrates now being trucked and stored at
the port's warehouse (see company press release dated 30 May 2012). The first material processed was lower grade
commissioning ore, 1.30% copper head grade, from the Lower Footwall Zone ('LFZ'). During start-up copper recoveries have
been excellent averaging 95% along with to an average throughput of 35 tonnes per hour. Subsequent to start-up on June
4, 1012 the Group began blending higher grade ore from the 1807 zone bringing the run of mine head grade to 1.7% copper
with 0.56 g/t gold. Head grade will continue to increase as more 1807 zone material is blended further displacing LFZ
ores. First revenues from copper production are anticipated in June 2012.
On May 18, 2012 Rambler entered into a conditional subscription agreement with Tinma International Ltd. ('Tinma'), a
wholly-owned subsidiary of a China-based strategic investor and current holder of 15,618,980 shares representing
approximately 11.55% of the issued share capital, to subscribe for 7,118,012 ordinary shares (the 'Subscription Shares')
by way of a non-brokered private placement at a subscribed price of $0.58 per ordinary share for gross proceeds of CAD
$4.13 million. Closing is conditional upon, among other things, admission of the Subscription Shares to trading on the
AIM market of London Stock Exchange plc and acceptance by the TSX Venture Exchange of the listing of the Subscription
Shares. Additionally, closing is conditional upon the due convening of a general meeting of shareholders on 28 June 2012
and the passing of shareholder resolutions granting authority to the directors of the Company to allot the Subscription
Shares and disapply pre-emption rights in respect of such allotment.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals & Mining Plc
George Ogilvie, P.Eng.
President and CEO
709-800-1929 or 709-800-1921
OR
Rambler Metals & Mining Plc
Corporate Office
+44 (0) 20 8652-2700
+44 (0) 20 8652-2719 (FAX)
www.ramblermines.com
OR
Seymour Pierce Limited
Steward Dickson / Jeremy Stephenson
+44 (0) 20-7107-8000
OR
Pelham Bell Pottinger
Charles Vivian / Philippe Polman
+44 (0) 20 7861 3921
OR
Ocean Equities Limited
Guy Wilkes
+44 (0) 20-7786-4370
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.
Rambler Metals & Mining Plc
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