Rambler & Thundermin Sign Amalgamation Agreement

RNS Number : 5350F

Rambler Metals & Mining PLC

12 November 2015

 

12 November 2015                                                                                                                  

Rambler Metals and Mining and Thundermin ResourceS

Sign an Amalgamation Agreement

London, England & Baie Verte, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc, a Canadian copper and gold producer, explorer and developer (TSXV: RAB, AIM: RMM) ("Rambler" or the "Company") today reports that it has entered into a definitive agreement with Thundermin Resources Inc. (TSXV: THR) ("Thundermin") pursuant to which Thundermin will amalgamate with a wholly-owned subsidiary of Rambler (the "Amalgamation"). The Amalgamation will be effected on the basis that the holders of the 116,598,059 issued common shares in the capital of Thundermin will receive 7,142,857 ordinary shares in the capital of Rambler.  

The Amalgamation was first announced on 2 September 2015 and will be completed in accordance with the provisions of the Business Corporations Act (Ontario).  Thundermin will, on completion of the Amalgamation, become the wholly owned subsidiary of Rambler whereby the current Rambler shareholders will hold approximately 95.3 per cent of the outstanding shares of Rambler and the current Thundermin shareholders will hold approximately 4.7 per cent of the outstanding shares of Rambler.

The definitive amalgamation agreement has been filed on SEDAR under Thundermin's profile.  Completion of the Amalgamation remains subject to regulatory approval, including the approval of the TSX Venture Exchange and standard closing conditions, including the approval of Thundermin shareholders.  A special meeting of the shareholders of Thundermin has been called for 21 December 2015, with a record date of 23 October 2015.

Norman Williams, CEO of Rambler, said:

"The Rambler team is delighted to have signed this agreement with Thundermin as we continue to pursue our regional growth strategy in one of the safest jurisdictions in the world.

"We look forward to welcoming Thundermin's shareholders to the Company in the near future and we are pleased to be able to begin a review of the Little Deer/ Whales Back copper project in light of new potential processing, infrastructure and management synergies. The Little Deer/Whales Back copper projects will add a solid resource to Rambler's portfolio, one that brings great potential for additional ore feed in the future."

ABOUT THUNDERMIN RESOURCES INC.

Thundermin Resources Inc. is a Canadian-based mineral exploration company focused on the exploration for and discovery of economically viable base metal and gold deposits in Canada. Rambler and Thundermin are 50-50 partners on the Little Deer and Whalesback copper projects in Newfoundland.

ABOUT RAMBLER METALS AND MINING

Rambler is a mining and development Company that in November 2012 brought its first mine into commercial production.  The group has a 100 per cent ownership in the Ming Copper-Gold Mine, a fully operational base and precious metals processing facility and year round bulk storage and shipping facility; all located on the Baie Verte Peninsula, Newfoundland and Labrador, Canada.

The Company's Vision is to be Atlantic Canada's leading mine operator and resource developer through growth and expansion of its existing assets; discovering new deposits; strategic partnerships; mergers and acquisitions.  In addition to the Ming Mine, Rambler has strategic investments in the former producing Hammerdown gold mine, the Little Deer/ Whales Back copper mines and the advanced Valentine Lake Gold Project.

Rambler is dual listed in London under AIM:RMM and in Canada under TSX-V:RMM.

For further information, please contact:

Norman Williams, CPA, CA President and CEO Rambler Metals & Mining Plc Tel No: 709-800-1929 Fax No: 709-800-1921	Peter Mercer Vice President and Corporate Secretary Rambler Metals & Mining Plc Tel No: [phone] Fax No: [phone]
Stewart Dickson / Jeremy Stephenson / David Porter Cantor Fitzgerald Europe Tel No: [phone]	Tim Blythe/ Megan Ray Blytheweigh Tel No: [phone]

Website: www.ramblermines.com

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Regarding Forward Looking Statements:

Certain information included in this press release, including information relating to future financial or operating performance and other statements that express the expectations of management or estimates of future performance constitute "forward-looking statements".  Such forward-looking statements include, without limitation, statements regarding copper, gold and silver forecasts, the financial strength of the Company, estimates regarding timing of future development and production and statements concerning possible expansion opportunities for the Company.  Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief are based on assumptions made in good faith and believed to have a reasonable basis.  Such assumptions include, without limitation, the price of and anticipated costs of recovery of, copper concentrate, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others.  However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements.  Such risks include, but are not limited to, interpretation and implications of drilling and geophysical results; estimates regarding timing of future capital expenditures and costs towards profitable commercial operations.  Other factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, increases/decreases in production; volatility in metals prices and demand; currency fluctuations; cash operating margins; cash operating cost per pound sold; costs per ton of ore; variances in ore grade or recovery rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate acquired assets; operational risks inherent in mining or development activities and legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals and environmental protection.  Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement.  The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable security law.

 

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