RAMBLER METALS AND MINING FIRST QUARTER FINANCI...

FOR: RAMBLER METALS & MINING PLC TSX VENTURE SYMBOL: RAB AIM SYMBOL: RMM December 8, 2009 Rambler Metals and Mining Plc: First Quarter Results 2010 & Operational Highlights LONDON, ENGLAND AND BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Dec. 8, 2009) - Rambler Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its financial results and operational highlights for the three months ended 31 October 2009. The principal activity of the Company is carrying out development and exploration on the Ming Mine Property, a gold and copper property located on Newfoundland and Labrador's Baie Verte Peninsula. Operational Highlights: /T/ -- Rambler acquired the Nugget Pond gold milling facility from Crew Gold Corporation for Can$ 3.5 million on 27 October 2009. -- On 29 September 2009, Rambler announced the conditional placement of 27,500,000 Ordinary Shares at 20 pence each to raise approximately Pounds Sterling 5.5 million before expenses. The net proceeds of this fundraising have been used to fund the acquisition of the Nugget Pond Facility, associated engineering and ongoing working capital requirements. -- Rambler announced that it is taking a proactive approach in searching for potential gold properties in the Baie Verte Peninsula. -- The Company is also in discussions with a number of third parties for further project financing. /T/ Financial Highlights: /T/ -- Compared to the quarter ending 31 October 2008, net losses increased Pounds Sterling 76,704 to Pounds Sterling 289,246 and the loss per share increased from 0.36p to 0.46p. Losses were higher as administration expenses increased Pounds Sterling 42,318 to Pounds Sterling 275,476. Administrative staff costs increased by Pounds Sterling 14,539 to Pounds Sterling 149,991. Legal and professional fees also increased by Pounds Sterling 9,583 to Pounds Sterling 48,827 as a result of costs incurred in connection with the acquisition of the Nugget Pond Mill. -- Cash flows from financing activities were Pounds Sterling 5,157,406 compared with Pounds Sterling 32,349 of cash utilised reflecting net proceeds of Pounds Sterling 5,171,877 received from the placement of 27,500,000 ordinary shares during the quarter. -- Cash flows used for operating activities reduced by Pounds Sterling 46,398 substantially as a result of the decision to settle accounts payable balances early during the quarter ended 31 October 2008 to facilitate the implementation of a new ERP system. -- Cash flows used for investing activities increased by Pounds Sterling 881,905 primarily as a result of the acquisition of the Nugget Pond Mill for Pounds Sterling 1,974,846 offset by a reduction in exploration expenditure of Pounds Sterling 873,137, expenditure on tangible fixed assets by Pounds Sterling 250,376 and bank interest received by Pounds Sterling 30,572. The reduction in exploration expenditure is consistent with prior quarters and aimed at conserving cash balances. -- At 7 December 2009, the Group has Pounds Sterling 3.5 million in cash and cash equivalents. /T/ George Ogilvie, President and Chief Executive Officer, commented: "Rambler had a very successful quarter completing the acquisition of the Nugget Pond Facility and raising Pounds Sterling 5.5m in a private placing. The Company is now actively supporting third party due diligence processes on the Ming project for sources of project finance and starting to procure long lead items of mill equipment required to equip the Nugget Pond facility to produce gold and copper concentrates. "This activity will assist us in finalising plans to resume exploration and pre-production development and construction so that the Company is on target to bring the Ming Mine back into production during fiscal 2011." The financial results for the year ended 31 July 2009 are available on the Rambler website: www.ramblermines.com About the Company Rambler was founded in 2004 when Altius Minerals Corporation ("Altius"), a Newfoundland and Labrador based resource company, contributed to the Company's asset base an option to acquire and develop the Rambler property. The Rambler property had been a former underground copper and gold producing property that ceased production when the deposit reached a then third party property boundary. This neighbouring property was subsequently consolidated before being brought into the Company. The Company now owns a 100% interest in the property. The principal activity of the Group is carrying out development and exploration on the Mine Ming Property a mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula. Rambler Metals and Mining Plc Management's Discussion and Analysis for the First Quarter The following management's discussion and analysis ("MD&A") of Rambler Metals & Mining plc (the "parent Company") and its subsidiaries (the "Group" or "Rambler") contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in such forward-looking statements as a result of these risks and uncertainties, including those set forth in this MD&A. The following discussion provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition for the quarter ended 31 October 2009. This discussion should be read in conjunction with our audited financial statements for the year ended 31 July 2009 and the related notes thereto. These consolidated statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and their interpretations adopted by the International Accounting Standards Board ("IASB"), as adopted by the European Union and with IFRS and their interpretations adopted by the IASB. This MD&A, which has been prepared as of 7 December 2009, is intended to supplement and complement our audited consolidated financial statements and notes thereto for the year ended 31 July 2009 prepared in accordance with IFRS. The presentation currency is British Pounds. Our Business & Operations Review The principal activity of the Group is the development and exploration of the Ming copper and gold property located on Newfoundland and Labrador's Baie Verte Peninsula. The parent Company's Ordinary Shares were admitted to trading on the London AIM market on 8 April 2005 under the symbol "RMM" and were listed on the TSX Venture Exchange on 7 February 2007 under the symbol "RAB". Operational highlights include: /T/ -- On 27 October 2009 the Group announced that the purchase of the Nugget Pond Facility from Crew Gold Corporation has been completed. -- The Group announced on 29 September the conditional placement of 27,500,000 Ordinary Shares at 20 pence each to raise approximately Pounds Sterling 5.5 million before expenses. Subsequently, on 20 October 2009, during an Extraordinary General Meeting, the shareholders granted authority to the directors to issue up to 59,385,000 Ordinary Shares in order to allow the directors to issue the shares for the private placement and to provide them with the flexibility to seek further finance. Some of the proceeds from this fundraising were used to complete the acquisition of the Nugget Pond Facility on 27 October 2009. The remainder of the proceeds will be used to finance ongoing engineering projects and fund working capital requirements. In addition to the private placing, and as a means of evaluating possible future funding alternatives for the project, the company hosted a number of potential third party investors as part of their due diligence procedures during the quarter. -- The company announced it has entered into an option agreement with Seaside Realty Ltd (Seaside) to earn up to a 50% undivided interest in the Corkscrew/Big Bear Property, also located on the Baie Verte Peninsula. As outlined in the agreement Rambler will assume project management of the property for two years, during which time Rambler will be responsible for all geologic compilation and exploration management while Seaside will be responsible for all diamond drilling related costs. Geological evaluation is currently underway. -- Throughout the first quarter, the mine operation continued in 'Care and Maintenance' status with minimal crews providing property security, pump watch and fire watch around the clock on a seven day coverage. Routine pump maintenance and repairs were carried out as required. -- Safety performance continued to be exemplary during the quarter with no accidents, injuries or incidents reported. There were no environmental incidents. /T/ Selected Financial Information The following selected financial information has been derived from the consolidated financial statements of the Group for the periods indicated and should be read in conjunction with such statements and notes thereto. /T/ --------------------------------------------------------------------------- --------------------------------------------------------------------------- 3 months 3 months Selected Financial Information ended ended All amounts in Pounds Sterling , except shares 31 October 31 October and per share figures 2009 2008 --------------------------------------------------------------------------- --------------------------------------------------------------------------- Revenue - - Administrative Expenses 275,476 233,158 Exploration expenses 4,438 - Bank Interest Receivable 406 29,209 Net (loss) (289,246) (212,542) Loss per share in pence (basic and diluted) (0.46p) (0.36p) Cash Flow (used) for operating activities (251,152) (297,550) Cash Flow (used) for investing activities (2,277,962) (1,396,057) Cash Flow from/(used for) financing activities 5,157,406 (32,349) Net increase/(decrease) in cash 2,628,292 (1,725,956) Cash & Cash Equivalents at end of period 3,747,965 3,454,608 Total Assets 26,195,012 19,897,224 Long term receivable 1,974,846 - Total Liabilities 954,216 1,027,969 Working Capital 3,324,176 3,041,078 Weighted average number of shares outstanding 62,374,1311 59,385,000 --------------------------------------------------------------------------- --------------------------------------------------------------------------- /T/ Review of quarter ending 31 October 2009 The Group's only source of income since incorporation has been bank deposit interest. Compared to the quarter ending 31 October 2008, net losses increased Pounds Sterling 76,704 to Pounds Sterling 289,246 and the loss per share increased from 0.36p to 0.46p. Losses were higher as administration expenses increased Pounds Sterling 42,318 to Pounds Sterling 275,476. Administrative staff costs increased by Pounds Sterling 14,539 to Pounds Sterling 149,991 including an increase of Pounds Sterling 7,458 related to share- based payment charges mainly as a result of the strengthening of the Canadian Dollar against the GB Pound. Legal and professional fees increased by Pounds Sterling 9,583 to Pounds Sterling 48,827 mainly as a result of costs incurred in connection with the acquisition of the Nugget Pond Facility. Depreciation charges increased by Pounds Sterling 19,811 to Pounds Sterling 21,730 due to an increase in the value of fixed assets following the implementation of the new ERP system. Interest income was Pounds Sterling 28,803 lower at Pounds Sterling 406 as a result of lower cash balances and interest rates. Cash flows used for operating activities reduced by Pounds Sterling 46,398 substantially as a result of the decision to settle accounts payable balances early during the quarter ended 31 October 2008 to facilitate the implementation of a new ERP system. Cash flows used for investing activities increased by Pounds Sterling 881,905 primarily as a result of the acquisition of the Nugget Pond Facility for Pounds Sterling 1,974,846 offset by a reduction in exploration expenditure (on the Ming Mine) of Pounds Sterling 873,137, expenditure on tangible fixed assets of Pounds Sterling 250,376 and bank interest received of Pounds Sterling 30,572. The reduction in exploration expenditure comprised of a reduction in underground drilling costs of Pounds Sterling 175,071, reduced labour costs of Pounds Sterling 184,936, reduced consultancy costs of Pounds Sterling 111,407 and a reduction of Pounds Sterling 401,723 in general operating costs. This reduction is consistent with prior quarters and aimed at conserving cash balances. Cash flows from financing activities were Pounds Sterling 5,157,406 compared with Pounds Sterling 32,349 of cash utilised reflecting net proceeds of Pounds Sterling 5,171,877 received from the placement of 27,500,000 ordinary shares during the quarter. The long term receivable of Pounds Sterling 1,974,846 (CAD $3,500,000 equivalent) relates to the payment for the acquisition of the Nugget Pond Facility which was acquired subject to a lease back to its former owners until 30 June 2010. At the point of entering into a contract with Crew Gold (Canada) Ltd. ('Crew') there was no transfer of the risk and rewards of ownership to the Company since Crew will continue using the asset with minimum impact on their operations until the expiry of the lease. This long term receivable will be capitalized under plant and equipment upon expiry of the lease when the Company takes full control of the Nugget Pond Facility. During the lease period no depreciation will be charged to the Statement of Comprehensive Income. Total assets which include accumulated deferred exploration expenditures and mine rehabilitation costs increased Pounds Sterling 5,083,851 to Pounds Sterling 26,195,012 during the quarter. This increase was due mainly to net proceeds of the share issue of Pounds Sterling 5,157,877 offset by the loss for the quarter. The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the fourth quarter of fiscal 2008 are consistent with explanations given above. Summary of Quarterly Results Quarterly Results for the most recent eight reporting periods are shown below. (All amounts in British Pounds except per share figures). /T/ Fiscal 2010 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter ----------------------- Revenue - Net Loss (289,246) Loss per share Basic & diluted (in pence) (0.46) Fiscal 2009 ----------------------- Revenue - - - - Net loss (255,360) (273,148) (332,879) (212,542) Loss per share basic & diluted (in pence) (0.43) (0.45) (0.56) (0.36) Fiscal 2008 ----------------------- Revenue - - - Net Loss (131,375) (229,757) (238,377) Loss per share basic & diluted (in pence) (0.23) (0.45) (0.48) /T/ In the second quarter of Fiscal 2008 administrative expenses increased as a result of a share based payment charge associated with the grant of share options. The reduction in losses for the fourth quarter of 2008 is due to a deferred tax credit of Pounds Sterling 70,303 and the increase in losses in the second quarter of 2009 is due to a reduction in bank interest received and an increase in administrative salaries together with the issue of additional share options. Losses for the third and fourth quarters of 2009 started to reduce as a result of a cost reduction programme implemented by the Company. Losses for the first quarter of 2010 increased slightly mainly as a result of the strengthening of the Canadian Dollar against the GB Pound. Outlook The Group will continue to pursue an aggressive exploration programme while continuing to delineate near term, high grade underground resources. Additionally, in the near future management will continue to support third party due diligence processes on the Ming project and start procuring long lead items of mill equipment required to equip the Nugget Pond Facility to produce copper concentrates. By the end of the third quarter of fiscal 2010, management also expect to: /T/ -- Complete metallurgical testing on start-up ore primarily focusing on the Ming Mine 1807 Zone. -- Complete the Feasibility Study on Surface Engineering including Mill Expansion and Tailings Impoundment Area; Mine Surface Facilities; and Port Infrastructure. -- Complete the application for the Environmental Licensing. /T/ Liquidity, Capital Resources and Financial Position To date, the Group has relied on shareholder funding to finance its operations. With finite cash resources and no material income, the liquidity risk is significant and is managed by controls over expenditure. Success will depend largely upon the outcome of ongoing and future exploration and evaluation programmes. Given the nature of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in the short to medium term until such a time as the Group becomes self-financing from the commercial production of mineral resources. The majority of the Group's expenses are incurred in the Canadian dollar. The Group's principal exchange rate exposure is therefore related to movements between the Canadian Dollar and Sterling. The Group's cash resources are held in Sterling and Canadian Dollars. The Group has a downside exposure to any strengthening of the Canadian Dollar as this would increase expenses in Sterling terms. This risk is mitigated by reviewing the holding of cash balances in Canadian Dollars. Any weakening of the Canadian Dollar would however result in the reduction of the expenses in Sterling terms and preserve the Group's cash resources. In addition, any such movements would affect the Consolidated Balance Sheet when the net assets of the Canadian Subsidiary are translated into Sterling. As a result of the Group's main assets and its subsidiary being held in Canada which has a functional currency different to the presentational currency, the Group's balance sheet may be affected significantly by movements in the GB pound to the Canadian Dollar. The Group does not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated with the Canadian subsidiary's assets and liabilities as the foreign currency gains or losses are recorded in the translation reserve. Exchange rate fluctuations may adversely affect the Group`s financial position and results. The following table details the Group`s sensitivity to a 10% strengthening and weakening in the Canadian Dollar against the GB Pound. 10% represents management's assessment of the reasonable possible exposure. /T/ -------------------------------------------------------------------------- Equity -------------------------------------- 31 October 2009 31 July 2009 -------------------------------------------------------------------------- Pounds Sterling Pounds Sterling -------------------------------------------------------------------------- 10% weakening of Canadian Dollar (2,043,759) (2,029,441) -------------------------------------------------------------------------- 10% strengthening of Canadian Dollar 2,248,135 2,254,933 -------------------------------------------------------------------------- /T/ Credit risk With effect from July 2007, the Group has held the majority of its cash resources in Canadian Dollars given that the majority of the Group's outgoings are denominated in this currency. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and closely monitors events and associated risks on a continuous basis. There is little perceived credit risk in respect of trade and other receivables. The Group's maximum exposure to credit risk at 31 October 2009 was represented by receivables and cash resources. Interest rate risk The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to twelve month's maximum duration. If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's reported result. Cash and short terms deposits (expressed in British Pounds) were as follows: /T/ --------------------------------------------------------------------------- At 31 October 2009 Currency Fixed Rate Assets Floating Rate Assets Total --------------------------------------------------------------------------- British Pound - 2,849,793 2,849,793 --------------------------------------------------------------------------- Canadian Dollars 422,329 475,843 898,172 --------------------------------------------------------------------------- Total 422,329 3,325,636 3,747,965 --------------------------------------------------------------------------- /T/ /T/ --------------------------------------------------------------------------- At 31 July 2009 Currency Fixed Rate Assets Floating Rate Assets Total --------------------------------------------------------------------------- British Pound - 22,746 22,746 --------------------------------------------------------------------------- Canadian Dollars 951,171 194,810 1,145,981 --------------------------------------------------------------------------- Total 951,171 217,556 1,168,727 --------------------------------------------------------------------------- /T/ At 31 October 2009, the Group had outstanding obligations, including interest, relating to bank loans and leases of Pounds Sterling 595,748. Management believes that the Group has sufficient flexibility to manage expenditure to fund operations for the next 12 months. At 7 December 2009, the Group has Pounds Sterling 3.5 million in cash and cash equivalents with the proportion invested in short term deposits remaining consistent with year end. Commitments As at 31 October 2009 commitments included: /T/ ----------------------------------------------------------------- All commitments in Canadian Dollars $ ----------------------------------------------------------------- ----------------------------------------------------------------- Pumps 23,000 ----------------------------------------------------------------- ----------------------------------------------------------------- TOTAL 23,000 ----------------------------------------------------------------- /T/ In addition the Group has a commitment of CAD$1.364 million and will inherit an environmental bond with the Government of Newfoundland and Labrador in connection with the acquisition of the Nugget Pond Facility no later than 30 June 2010. Financial Instruments The Board of Directors determines, as required, the degree to which it is appropriate to use financial instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign exchange risk, interest rate risk, credit risk and liquidity risk. With effect from July 2007, the Group has held the majority of its cash resources in Canadian Dollars given that the majority of the Group's outgoings are denominated in this currency. The directors take a very risk averse approach to management of cash resources and continue to closely monitoring events and associated risks. There were no derivative instruments outstanding at 31 October 2009. Related Party Transactions The parent company has a related party relationship with its subsidiary, and with its Directors and executive officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc ("Altius"), a 14% shareholder in the parent company. A total of Pounds Sterling 59,947 (2008: Pounds Sterling 64,393) was payable to key management personnel during the quarter including share-based payments of Pounds Sterling 10,034 (2008: Pounds Sterling 12,014). Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2009 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2008: Pounds Sterling 3,300). At 31 October 2009 the company owed Pounds Sterling 20,900 (31 July 2009: Pounds Sterling 17,600) to Altius in respect of these fees. Directors' fees of Pounds Sterling 38,467 remained outstanding at 31 October 2009 (31 July 2009: Pounds Sterling 29,767) Going Concern The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on the copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate positive cash flows from operations in the future. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material. In common with many exploration companies, the Group raises finance for its exploration and appraisal activities in discrete tranches. The Directors and management are currently evaluating a number of debt financing proposals in order to finance the project through into production. The Directors are confident the Company has sufficient funds to maintain ongoing operations for the forthcoming 12 months and therefore have concluded that the Group is a going concern. Impairment Assessments of Development Projects and Exploration Properties The Directors have assessed whether the exploration and evaluation costs have suffered any impairment by considering the Group's business plan which includes resource estimates, future processing capacity, the forward market and longer term price estimates for copper and gold. Management's estimates of these factors are subject to risk and uncertainties affecting the recoverability of the Group's exploration and evaluation costs. Any changes to these estimates may result in the recognition of an impairment charge with a corresponding reduction in the carrying value of such assets. Stock Based Compensation In the 2009 fiscal year, the parent company granted a number of individual's employee stock options (no employee stock options were issued in the three months ended 31 October 2009). The number of share options being granted is considered by the directors to be consistent with companies of a similar size and profile to Rambler. The parent company is likely to grant individuals employee stock options again in the future. The Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the model in respect of the expected option life and the volatility are subject to management estimate and any changes to these estimates may have a significant effect on the cost. Changes in Accounting Policies International Financial Reporting Standards that have recently been issued or amended have been adopted for the reporting period ended 31 October 2009: /T/ IFRS / Title Nature of change Application Amendment to accounting date of Application policy standard date for Group ------------------------------------------------------------------------- No change to accounting IAS 1 Presentation policy, revised/ of financial therefore, no amended statements impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting Property, policy, IAS 16 plant and therefore, no amendment equipment impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- Finance costs directly related to non-current IAS 23 Borrowing assets will be amendment costs capitalised 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to Consolidated accounting and separate policy, IAS 27 financial therefore, no amendment statements impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting Financial policy, IAS 32 instruments: therefore, no amendment Presentation impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting policy, IAS 36 Impairment of therefore, no amendment assets impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting policy, IAS 39 Financial therefore, no amendment instruments impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- Business combinations/ No change to consolidated accounting and separate policy, IFRS 3/IAS financial therefore, no 27 revised statements impact 1 July 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting First time policy, IFRS 1 adoption of therefore, no amended IFRS impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting policy, IFRS 2 Share-based therefore, no amended payment impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting Financial policy, IFRS 7 instruments: therefore, no revised Disclosures impact 1 January 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting policy, Supersedes IAS Operating therefore, no 14 from 1 IFRS 8 segments impact January 2009 1 August 2009 ------------------------------------------------------------------------- No change to Hedges of a accounting net investment policy, in a foreign therefore, no IFRIC 16 operation impact 1 October 2008 1 August 2009 ------------------------------------------------------------------------- No change to Distribution accounting of non-cash policy, assets to therefore, no IFRIC 17 owners impact 1 July 2009 1 August 2009 ------------------------------------------------------------------------- No change to accounting Transfers of policy, assets from therefore, no IFRIC 18 customers impact 1 July 2009 1 August 2009 ------------------------------------------------------------------------- /T/ International Financial Reporting Standards that have recently been issued or amended but are not yet effective have not been adopted for the reporting period ended 31 October 2009: /T/ ------------------------------------------------------------------------ No change to accounting policy, IAS 17 therefore, no amendment Leases impact 1 January 2010 1 August 2010 ------------------------------------------------------------------------ No change to accounting policy, IAS 7 Statement of therefore, no amendment cash flows impact 1 January 2010 1 August 2010 ------------------------------------------------------------------------ Financial No change to instruments - accounting classification policy, and therefore, no IFRS 9 measurement impact 1 January 2013 1 August 2013 ------------------------------------------------------------------------ /T/ Management have reviewed the impact of the above standards and have concluded that they will not result in any material changes to reported results. Outstanding Share Data As at the date of this MD&A the following securities are outstanding: /T/ Ordinary Shares 86,885,000 Compensation options 478,200 Options 3,313,000 --------------- Total 90,676,200 --------------- /T/ Further information Additional information relating to the Group is on SEDAR at www.sedar.com and on the Group's web site at www.ramblermines.com. RAMBLER METALS AND MINING PLC UNAUDITED CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED 31 OCTOBER 2009 The accompanying financial information for the three months ended 31 October 2009 and 31 October 2008 have not been reviewed or audited by the Group's auditors and has an effective date of 7 December 2009. RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) /T/ Three months ended 31/10/09 31/10/08 Pounds Sterling Pounds Sterling Administrative expenses 275,476 233,158 Exploration expenses 4,438 - -------------------------------------------- Operating loss (279,914) (233,158) -------------------------------------------- Bank interest receivable 406 29,209 Finance lease interest payable ( 9,738) ( 8,593) -------------------------------------------- ( 9,332) 20,616 -------------------------------------------- Loss before tax (289,246) (212,542) Taxation - - -------------------------------------------- Loss after tax for the period (289,246) (212,542) -------------------------------------------- Other comprehensive income: Exchange differences on translating foreign operations 114,452 325,633 -------------------------------------------- Other comprehensive income for the period (net of tax) 114,452 325,633 -------------------------------------------- TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (174,794) 113,091 -------------------------------------------- -------------------------------------------- Basic and diluted loss per ordinary share (0.46)p (0.36)p -------------------------------------------- /T/ The accompanying notes are an integral part of these consolidated financial statements RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) /T/ Share Share Accumulated Translation Merger Total Capital Premium losses reserve reserve equity Pounds Pounds Pounds Pounds Pounds Pounds Sterling Sterling Sterling Sterling Sterling Sterling Balance at 1 August 2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601 Changes in equity for the year Total compre- hensive income for the year - - (1,073,929) 2,444,100 - 1,370,171 Share- based pay- ments - - 138,836 - - 138,836 --------------------------------------------------------------------- Balance at 31 July 2009 593,850 18,699,659 (2,360,555) 3,188,654 120,000 20,241,608 Changes in equity for the three months Total compre- hensive income for the period - - (289,246) 114,452 - (174,794) Share issues 275,000 5,225,000 - - - 5,500,000 Cost of share issues - (358,837) - - - (358,837) Share- based pay- ments - - 32,819 - - 32,819 --------------------------------------------------------------------- Balance at 31 October 2009 868,850 23,565,822 (2,616,982) 3,303,106 120,000 25,240,796 --------------------------------------------------------------------- /T/ The accompanying notes are an integral part of these consolidated financial statements. RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION /T/ 31/10/09 31/07/09 Unaudited Audited Pounds Sterling Pounds Sterling ASSETS Property, plant and equipment 2,008,894 2,254,506 Deferred exploration costs 18,343,438 17,611,282 Long term receivable 1,974,846 - -------------------------------- Total non-current assets 22,327,178 19,865,788 -------------------------------- Other receivables 119,869 76,646 Cash and cash equivalents 3,747,965 1,168,727 -------------------------------- Total current assets 3,867,834 1,245,373 -------------------------------- Total assets 26,195,012 21,111,161 -------------------------------- -------------------------------- EQUITY Issued share capital 868,850 593,850 Share premium account 23,565,822 18,699,659 Merger reserve 120,000 120,000 Translation reserve 3,303,106 3,188,654 Accumulated losses (2,616,982) (2,360,555) -------------------------------- Total equity 25,240,796 20,241,608 -------------------------------- LIABILITIES Interest bearing loans and borrowings 410,558 459,920 -------------------------------- Total non-current liabilities 410,558 459,920 -------------------------------- Interest bearing loans and borrowings 185,190 147,037 Trade and other payables 358,468 262,596 -------------------------------- Total current liabilities 543,658 409,633 -------------------------------- Total liabilities 954,216 869,553 -------------------------------- Total equity and liabilities 26,195,012 21,111,161 -------------------------------- -------------------------------- /T/ The accompanying notes are an integral part of these consolidated financial statements. RAMBLER METALS AND MINING PLC CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) /T/ Three months ended 31/10/09 31/10/08 Pounds Sterling Pounds Sterling Cash flows from operating activities Operating loss (279,914) (233,158) Depreciation 21,730 1,919 Share-based payments 31,019 23,561 (Increase)/decrease in receivables (43,223) 28,472 Increase/(decrease) in payables 28,974 (109,751) ----------------------------------- Cash utilised in operations (241,414) (288,957) Interest paid (9,738) (8,593) ----------------------------------- Net cash used for operating activities (251,152) (297,550) ----------------------------------- Cash flows from investing activities Interest received 406 30,978 Acquisition of evaluation and exploration assets (285,238) (1,158,375) Acquisition of property, plant and equipment (18,284) (268,660) Prepayment for acquisition of property, plant and equipment (1,974,846) - ----------------------------------- Net cash from investing activities (2,277,962) (1,396,057) ----------------------------------- Cash flows from financing activities Proceeds from the issue of share capital 5,500,000 - Payment of share issue expenses (328,123) - Proceeds from issue of share options 1,800 - Capital element of finance lease payments (16,271) (32,349) ----------------------------------- Net cash from financing activities 5,157,406 (32,349) ----------------------------------- Net increase/(decrease) in cash and cash equivalents 2,628,292 (1,725,956) Cash and cash equivalents at beginning of period 1,168,727 5,107,509 Effect of exchange rate fluctuations on cash held (49,054) 73,055 ----------------------------------- Cash and cash equivalents at end of period 3,747,965 3,454,608 ----------------------------------- ----------------------------------- /T/ The accompanying notes are an integral part of these consolidated financial statements. RAMBLER METALS AND MINING PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1 NATURE OF OPERATIONS AND GOING CONCERN The principal activity of Rambler Metals and Mining plc (the "parent company") and its subsidiaries (the "Group" or "Rambler") is carrying out development and exploration on the Ming Mine copper and gold property in Baie Verte, Newfoundland, Canada. The accounting policies and methods of computation used in the preparation of the unaudited consolidated financial information are the same as those described in the Company's audited consolidated financial statements and notes thereto for the year ended 31 July 2009 and are consistent with the principles of International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB"), as those adopted by the European Union and with IFRSs and their interpretations adopted by the International Accounting Standards Board (IASB). In the opinion of management, the accompanying interim financial information includes all adjustments considered necessary for fair and consistent presentation of financial statements. These interim consolidated financial statements should be read in conjunction with the Group's audited financial statements and notes for the year ended 31 July 2009. This interim consolidated financial information has been prepared on the basis of a going concern, which contemplates the realisation of assets and settlement of liabilities in the normal course of business as they fall due. The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on the copper price, its ability to fund its development and exploration programs, and to manage and generate positive cash flows from operations in the future. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material. In common with many exploration companies, the Group raises finance for its exploration and appraisal activities in discrete tranches. The Directors and management are currently evaluating a number of debt financing proposals in order to finance the project through into production. The Directors are confident the Company has sufficient funds to maintain ongoing operations for the forthcoming 12 months and therefore have concluded that the Group is a going concern. The financial information for the twelve months ended 31 July 2009 has been derived from the Group's audited financial statements for the period as filed with the Registrar of Companies. It does not constitute the financial statements for that period. The auditors' report on the statutory financial statements for the year ended 31 July 2009 was unqualified and did not contain any statement under Section 498(2) or (3) of the Companies Act 2006. An emphasis of matter paragraph was included in the audit report regarding the availability of project finance and going concern. 2 PROPERTY, PLANT AND EQUIPMENT /T/ Land and Plant and Other Buildings Equipment Assets Total Pounds Pounds Pounds Pounds Sterling Sterling Sterling Sterling Cost Balance at 1 August 2008 474,535 2,768,527 238,489 3,481,551 Additions 37,313 212,444 174,707 424,464 Disposals - - (77,479) (77,479) Effect of movements in foreign exchange 66,326 386,609 38,137 491,072 -------------------------------------------------------- Balance at 31 July 2009 578,174 3,367,580 373,854 4,319,608 -------------------------------------------------------- Balance at 1 August 2009 578,174 3,367,580 373,854 4,319,608 Additions 17,231 562 - 17,793 Effect of movements in foreign exchange 4,959 28,466 3,129 36,554 -------------------------------------------------------- Balance at 31 October 2009 600,364 3,396,608 376,983 4,373,955 -------------------------------------------------------- Depreciation Balance at 1 August 2008 125,853 668,906 65,425 860,184 Depreciation charge for period 141,000 823,023 83,348 1,047,371 On disposals - - (26,448) (26,448) Effect of movements in foreign exchange 26,408 145,300 12,287 183,995 -------------------------------------------------------- Balance at 31 July 2009 293,261 1,637,229 134,612 2,065,102 -------------------------------------------------------- Balance at 1 August 2009 293,261 1,637,229 134,612 2,065,102 Depreciation charge for period 37,710 216,262 27,369 281,341 Effect of movements in foreign exchange 2,638 14,753 1,227 18,618 -------------------------------------------------------- Balance at 31 October 2009 333,609 1,868,244 163,208 2,365,061 -------------------------------------------------------- Carrying amounts At 1 August 2008 223,277 1,805,891 107,918 2,137,086 -------------------------------------------------------- -------------------------------------------------------- At 31 July 2009 348,682 2,099,621 173,064 2,621,367 -------------------------------------------------------- -------------------------------------------------------- At 31 October 2009 266,755 1,528,364 213,775 2,008,894 -------------------------------------------------------- -------------------------------------------------------- /T/ RAMBLER METALS AND MINING PLC 3 EXPLORATION AND EVALUATION COSTS /T/ Total Pounds Sterling Cost Balance at 1 August 2008 12,125,573 Additions 3,612,120 Effect of movements in foreign exchange 1,873,589 --------------------- Balance at 31 July 2009 17,611,282 --------------------- Balance at 1 August 2009 17,611,282 Additions 580,845 Effect of movements in foreign exchange 151,311 --------------------- Balance at 31 October 2009 18,343,438 --------------------- Carrying amounts At 1 August 2008 12,125,573 --------------------- --------------------- At 31 July 2009 17,611,282 --------------------- --------------------- At 31 October 2009 18,343,438 --------------------- --------------------- /T/ 4 LONG TERM RECEIVABLE The long term receivable of Pounds Sterling 1,974,846 (CAD $3,500,000 equivalent) relates to the payment for the acquisition of the Nugget Pond Facility which was acquired subject to a lease back to its former owners until 30 June 2010. At the point of entering into a contract with Crew Gold (Canada) Ltd. ('Crew') there was no transfer of the risk and rewards of ownership to the Company since Crew will continue using the asset with minimum impact on their operations until the expiry of the lease. This long term receivable will be capitalized under plant and equipment upon expiry of the lease when the Company takes full control of the Nugget Pond Facility. During the lease period no depreciation will be charged to the Statement of Comprehensive Income. 5 RELATED PARTY TRANSACTIONS The parent company has a related party relationship with its subsidiary, and with its Directors and executive officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc ("Altius"), a 14% shareholder in the parent company. A total of Pounds Sterling 59,947 (2008: Pounds Sterling 64,393) was payable to key management personnel during the quarter including share-based payments of Pounds Sterling 10,034 (2008: Pounds Sterling 12,014) Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 October 2009 for the consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 October 2008: Pounds Sterling 3,300). At 31 October 2009 the company owed Pounds Sterling 20,900 (31 July 2009: Pounds Sterling 17,600) to Altius in respect of these fees. Directors' fees of Pounds Sterling 38,467 remained outstanding at 31 October 2009 (31 July 2009: Pounds Sterling 29,767) 6 SHARE BASED PAYMENTS Rambler Metals and Mining PLC has established a share option scheme with the purpose of motivating and retaining qualified management and to ensure common goals for management and the shareholders. For options granted the vesting period is generally up to three years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group. As at 31 October 2009, ordinary share options held by employees were as follows: /T/ Weighted average Outstanding remaining Exercisable number of contractual number of Options life options Exercise price 32p 100,000 6.60 100,000 42.5p 335,000 7.10 335,000 55p 524,000 8.03 314,671 48p 131,000 8.65 43,668 27p 150,000 8.80 100,000 10p 1,971,000 9.03 - ----------------------------------------- 3,211,000 8.58 893,339 ----------------------------------------- /T/ During the periods ended 31 October 2009 and 2008, director and employee stock options were granted, exercised and cancelled as follows: /T/ Weighted average exercise price Options At 1 August 2008 27.0p 1,245,000 Granted 10.0p 1,971,000 Exercised 46.0p (155,000) ----------- At 31 July 2009 and 31 October 2009 23.7p 3,211,000 ----------- ----------- /T/ At 31 October 2009 the Company had a total of 3,313,000 share options in issue. These may have a dilutive effect on the basic earnings or loss per share in the future. -30- FOR FURTHER INFORMATION PLEASE CONTACT: Rambler Metals & Mining Plc George Ogilvie President & CEO +1 (709) 532 4990 OR Rambler Metals & Mining Plc Leslie Little Company Secretary +44 (0) 14-8341-9942 OR Seymour Pierce Limited Nandita Sahgal +44 (0)20 7107 8000 OR Pelham Public Relations Chelsea Hayes +44 (0)20 7337 1523 OR Pelham Public Relations Klara Kaczmarek +44 (0) 20-7337-1524 OR Ocean Equities Limited Guy Wilkes +44 (0) 20 786 4370 "Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release." -0- Rambler Metals & Mining Plc

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