Financial Results for Half Year ended June 30,2021
29 October 2021
Rambler Reports Financial Results
Half Year Ended 30 June 2021
London, England, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company"), a copper and gold producer, explorer, and developer, today reports its unaudited financial results for the half year ended 30 June 2021 . All currency references in this press release are in U.S. dollars except as otherwise indicated.
HALF Year FINANCIAL results
· Total revenue in H1 2021 was $13.4 million which represents a 5.5 % increase compared to the same period in 2020 (H1 2020: $12.7 million).
· Production costs for the period were $10.4 million (H1 2020: $14.1 million).
· Direct cash costs net of by-product credits ('C1 costs') for the period were $3.01 per pound of saleable copper (H1 2020: $3.06(restated)) .
· Cash generated in operating activities before changes in working capital was $0.7 million (H1 2020: outflow of $3.2 million).
· Operating loss for the period was $2.1 million (H1 2020: loss of $6.6 million).
· Earnings before interest, taxes, depreciation, and amortisation ('EBITDA') for the period was a loss of $1.1 million (H1 2020: loss of $3.9 million (restated)).
SUBSEQUENT EVENTS
· The Company received $2 million on 1 July 2021 and $1 million on 9 August 2021 respectively in accordance with an unsecured, subordinated convertible loan agreement with Riverfort Global Opportunities PCC Limited ("Riverfort") and YA II PN, Ltd ("YA II"). To date, $2.0 million of the principal of the loan has been converted to a total of 7,679,079 ordinary shares.
· The Board of Directors authorized the issuance of 1,181,000 Restricted Share Units ("RSU") to persons discharging managerial responsibilities ("PDMRs") and 14,492 new Ordinary Shares of the Company to certain Non-executive Directors on 2 July 2021 in lieu of part their fees.
· The Company sold all its equity investments for $0.7 million in the third quarter of 2021.
· On 9 July 2021, West Face Long Term Opportunities Limited Partnership ("West Face") exercised its 8,131,810 warrants over ordinary shares in the Company for consideration of circa CAD$2.0 million (equivalent to circa £1.1 million). Following this exercise, West Face does not hold any warrants in the Company.
· The Company issued 9,329,600 ordinary shares at a price of 20 pence for $2.56 million (£1.87 million) in August 2021 by way of a placing and subscription.
· The Company filed an updated NI43-101 Technical Report for the Little Deer Complex on 26 August 2021.
· On 13 October 2021, NewGen Resource Lending Inc. ("NewGen") and West Face in aggregate arranged a $1,000,000 bridge loan to Rambler, with $500,000 provided by NewGen's general partners and $500,000 provided by West Face through the existing West Face Note Purchase Agreement which completed on 8 December 2020.
· On 29 October 2021, the Company closed a 3-year secured debt financing of $22 million with NewGen ("NewGen Loan") and the outstanding balance of the West Face Loan in the amount of $5 million and the bridge loan of $1 million plus 5% early repayment premium have been rolled into the NewGen Loan.
KEY annual FINANCIAL METRICS ( In million $, other than specifically stated)
|
|
H1 2021 |
H1 2020 Restated (note 10) |
|
Revenue |
13.4 |
12.7 |
|
Production costs |
10.4 |
14.1 |
|
Administrative expense |
2.6 |
2.3 |
|
EBITDA |
(1.1) |
(3.9) |
|
Operating loss |
(2.1) |
(6.6) |
|
Loss before tax |
(4.8) |
(7.6) |
|
Loss per share (in $) |
(0.053) |
(0.586) |
|
Cash generated (utilised) in operating activities before changes in working capital |
0.7 |
(3.2) |
|
C1 Cash cost per lb of saleable copper produced (in $) |
3.01 |
3.06 |
Toby Bradbury, President and CEO, Rambler Metals & Mining commented:
"Our financial results in H1 2021 improved compared with the same period last year. Cash generated in operating activities before changes in working capital increased by $3.9 million, from outflow of $3.2 million in H1 2020 to inflow of $0.7 million in H1 2021 and the EBITDA improved from loss of $3.9 million to loss of $1.1 million.
Our focus in 2021 has been remedial works, improving equipment availability, and mine redevelopment. We have invested $8.4 million in capital development and property, plant and equipment in H1 2021 compared to $3.3 million in H1 2020. As we have been progressively reporting, we are pleased to share that most of the remedial works have been completed by the end of Q3 2021 and our equipment availability has increased significantly compared to the first quarter of this year. By the end of Q4 2021, we are targeting completion of the development for 735L and 760L of the Lower Footwall Zone and 770L and 790L of the Upper Footwall Zone, and financial results are expected to continue to strengthen as operational efficiencies improve and revenues increase with access to multiple ore production areas.
We look forward to crystallising our improving performance into positive cashflow at the end of 2021 from which all of our stakeholders will benefit."
FINANCIAL performance
· Revenue in H1 2021 increased by $0.7 million compared to H1 2020 due to the increase in copper and gold price. Average selling prices in H1 2021 were $3.35 (H1 2020: $2.61) per pound of copper and $1,801 (H1 2020: $1,649) per ounce of gold.
· EBITDA for the period was a loss of $1.1 million (H1 2020: loss of $3.9 million (restated)). The net loss before tax for the period was $4.8 million (2020: $7.6 million).
· The Company completed the sale of non-core assets resulting in a gain of $2.4 million. The non-core assets include the Company's existing gold circuit at the Nugget Pond metallurgical facility and a number of Canadian exploration properties and royalties.
FINANCIAL POSITION
· The Company's current liabilities excluding derivative financial liabilities reduced from $20.9 million as at 31 December 2020 to $17.0 million as at 30 June 2021 due to a decrease in trade and other payables by $1.5 million and loans and borrowings by $1.3 million.
· The Company's net debt was $13.3 million at 30 June 2021 (31 December 2020: $6.9 million).
· The Company's working capital deficit was $12.0 million at 30 June 2021 (31 December 2020: deficit of $10.3 million).
CASH FLOW
· Cash generated from operations before changes in working capital was $0.7 million (H1 2020: cash outflows of $3.2 million).
· The net cash utilised in operating activities for H1 2021 was $5.5 million (H1 2020: cash inflows of $1.9 million). The decrease in the net cash generated from operating activities relates to the changes in working capital as the Company has significantly reduced the trade payables balance in H1 2021 following the refinancing in December 2020.
· The Company received cash of $2.0 million from the sale of non-core assets and C$0.5 million in common shares of Maritime Resources Corp. during H1 2021.
· The total capital expenditures for H1 2021 were $8.4 million (H1 2020: $3.3 million) including $6.6 million (H1 2020: $2.4 million) spent on the mineral property at Ming mine, $1.6 million (H1 2020: $0.9 million) on property, plant and equipment and $0.2 million on exploration.
· The Company received $0.4 million from the exercise of 1,410,500 warrants during the period.
· The Company raised $10.7 million (approximately £7.6 million) in H1 2021 before expenses by way of an oversubscribed placing of 25,454,546 new ordinary shares at a price of 30 pence per share (post- share consolidation which occurred in May 2021).
· The Company received a COVID 19 assistance loan of $0.4 million from the Canadian government.
· Loans of $2.2 million (H1 2020: $0.6 million) were repaid during the period which included repayments to Transamine of $1.7 million (H1 2020: $0.6 million), supplier loans of $ 0.4 million (H1 2020: Nil) and the Canadian government of $0.05 million (H1 2020: $0.05 million).
ALTERNATIVE (NON-GAAP) PERFORMANCE MEASURES
Certain financial information provided in this report is non-GAAP performance measures but they are key performance measures that management use to monitor performance and assess the overall effectiveness and efficiency of mining operations. These performance measures are in line with industry practice but do not have a standard meaning within IFRS. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.
The non-GAAP performance measures provide meaningful supplemental information regarding operating results because they exclude certain significant items that are not considered indicative of future financial trends either by nature or amount. As a result, these items are excluded for management assessment of operational performance and preparation of annual budgets. These significant items may include, but are not limited to, restructuring and asset impairment charges, individually significant gains and losses from sales of assets, share based compensation, unrealized gains or losses, and certain items outside the control of management. These items may not be non-recurring. However, excluding these items from GAAP or non-GAAP results allows for a consistent understanding of the Company's consolidated financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these non-GAAP financial measures may provide insight to investors and other external users of the Company's consolidated financial information.
C1 Cash Costs Per Payable Pound of Copper Produced - net of by-product credits and is a key performance measure that management uses to monitor performance. Management uses this measure to assess how well the Company's producing mines are performing and to assess overall efficiency and effectiveness of the mining operations and assumes that realized by-product prices are consistent with those prevailing during the reporting period.
Net debt - a performance measure used by the Company to assess its financial position and is comprised of loans and borrowings (excluding deferred financing costs) and cash and cash equivalents.
EBITDA - net income (loss) attributable to shareholders before net finance expense, tax expense, and depletion and amortization.
Reconciliation of C1 Cash Costs
|
| Six months | Six months |
|
| Ended 30 June | Ended 30 June |
|
| 2021 | 2020 |
|
| US$'000 | US$'000 |
Production costs |
| 10,419 | 14,143 |
Net by-product credits for concentrate produced |
| (2,297) | (2,425) |
General and administrative costs of Ming Mine |
| 1,992 | 1,898 |
C1 costs |
| 10,114 | 13,616 |
Saleable pounds of copper |
| 3,357 | 4,458 |
C1 costs per pound of saleable copper |
| 3.01 | 3.06 |
Reconciliation of Net Debt
|
| As on | As on |
|
| 30 June | 31 December |
|
| 2021 | 2020 |
|
| US$'000 | US$'000 |
Loans and borrowings current portion |
| (3,799) | (5,129) |
Loans and borrowings non-current portion |
| (7,077) | (4,645) |
Deferred financing costs of West Face loan |
| (2,626) | (2,893) |
Imputed finance cost on interest free loan |
| (493) | (435) |
Cash and cash equivalents |
| 683 | 6,242 |
Net Debt |
| (13,312) | (6,860) |
EBITDA
|
| Six months | Six months |
|
| Ended 30 June | Ended 30 June |
|
| 2021 | 2020 |
|
| US$'000 | US$'000 |
Loss before tax |
| (4,754) | (7,598) |
Depreciation and amortisation |
| 2,460 | 2,855 |
Net finance costs |
| 1,196 | 805 |
EBITDA |
| (1,098) | (3,938) |
The audited financial statements as at December 31, 2020 are available on the Company's website at http://www.ramblermines.com
Tim Sanford, P.Eng., is the Qualified Person responsible for the technical content of this release and has reviewed and approved it accordingly. Mr. Sanford is an employee of Rambler Metals and Mining Canada Limited. Tonnes referenced are dry metric tonnes unless otherwise indicated.
Results reported are accurate and reflective as of the date of release. The Company performs regular auditing and reconciliation reviews on its mining and milling processes as well as stockpile inventories, following which past results may be adjusted to reflect any changes.
Abbreviations:
g/t = grammes per tonne
dmt = dry metric tonnes
mtpd = metric tonnes per day
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
ABOUT RAMBLER METALS AND MINING
Rambler is a mining and development company that in November 2012 brought its first mine into commercial production. Rambler has a 100 per cent ownership in the Ming Copper-Gold Mine, a fully operational base and precious metals processing facility and year-round bulk storage and shipping facility; all located on the Baie Verte peninsula, Newfoundland and Labrador, Canada.
Rambler's focus is to regain its production profile at 1,350 metric tonnes per day at 2% Cu in the course of 2021 and evaluate expansion opportunities from that base. Along with the Ming Mine, Rambler also owns 100 per cent of the former producing Little Deer/Whales Back copper mines.
Rambler is listed in London under AIM:RMM.
For further information, please contact:
Toby Bradbury President and CEO Rambler Metals & Mining Plc Tel No: +1 (709) 800 1929 Fax No: +1 (709) 800 1921 | Eason Chen, CPA, CA CFO Rambler Metals & Mining Plc Tel No: +1 (709) 800 1929 Fax No: +1 (709) 800 1921 | Tim Sanford. P. Eng. VP and Corporate Secretary Rambler Metals & Mining Plc Tel No: +1 (709) 532 5736 Fax No: +1 (709) 800 1921 |
Nominated Advisor (NOMAD) |
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Ewan Leggat, Caroline Rowe SP Angel Corporate Finance LLP Tel No: +44 (0) 20 3470 0470 |
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Website: www.ramblermines.com
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.
(See Company website www.ramblermines.com for H1/21 Results)
unaudited interim condensed consolidated income statement and other comprehensive income
For the Six Months Ended June 30, 2021
|
|
|
Six months |
Six months |
|||
|
|
|
Ended 30 June |
Ended 30 June |
|||
|
|
|
2021 |
2020 |
|||
|
|
|
|
(Restated - Note 10) |
|||
|
|
Note |
$'000 |
$'000 |
|||
|
|
|
|
|
|||
|
Revenue |
4 |
13,367 |
12,729 |
|||
|
Production costs |
|
(10,419) |
(14,143) |
|||
|
Depreciation and amortisation |
|
(2,435) |
(2,836) |
|||
|
Gross profit/(loss) |
|
513 |
(4,250) |
|||
|
Administrative expenses |
|
(2,647) |
(2,345) |
|||
|
Operating loss |
|
(2,134) |
(6,595) |
|||
|
Foreign exchange gain/(loss) |
|
247 |
(914) |
|||
|
(Loss)/gain in fair value of forward contract |
|
(3,202) |
935 |
|||
|
Loss in fair value of Gold Streaming |
|
(6) |
(219) |
|||
|
Other Income |
5 |
2,543 |
- |
|||
|
Other expenses |
5 |
(1,006) |
- |
|||
|
Net finance costs |
|
(1,196) |
(805) |
|||
|
Loss before tax |
|
(4,754) |
(7,598) |
|||
|
Income tax charge |
|
- |
- |
|||
|
Net loss for the period |
|
(4,754) |
(7,598) |
|||
|
|
|
|
|
|||
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Other comprehensive income |
|
|
|
|||
|
Items that may be reclassified into profit or loss |
|
|
|
|||
|
Exchange differences on translation of foreign operations |
|
1,962 |
(2,178) |
|||
|
Items that will not be reclassified to the income statement |
|
|
|
|||
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Gain on fair value of equity investment |
|
135 |
44 |
|||
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Other comprehensive gain/(loss) for the period |
|
2,097 |
(2,134) |
|||
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Total comprehensive loss for the period |
|
(2,657) |
(9,732) |
|||
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Basic and diluted loss per share |
3 |
(0.053) |
(0.586) |
unaudited interim condensed consolidated statement of financial position
As at June 30, 2021
|
| Unaudited | Audited |
|
| 30 June | 31 December |
|
| 2021 | 2020 |
| Note | $'000 | $'000 |
Assets |
|
|
|
Intangible assets |
| 3,712 | 3,408 |
Mineral property |
| 48,666 | 41,928 |
Property, plant and equipment |
| 24,599 | 20,693 |
Deferred tax |
| 23,180 | 22,565 |
Restricted cash |
| 3,650 | 3,553 |
Deposits |
| - | 700 |
Total non-current assets |
| 103,807 | 92,847 |
|
|
|
|
Equity investments |
| 879 | 206 |
Inventory | 6 | 3,506 | 2,683 |
Trade receivables | 7 | 565 | - |
Other receivables | 7 | 2,278 | 839 |
Derivative financial asset |
| 1,001 | 561 |
Cash and cash equivalents |
| 683 | 6,242 |
Assets held for sale |
| - | 800 |
Total current assets |
| 8,912 | 11,331 |
Total assets |
| 112,719 | 104,178 |
|
|
|
|
Liabilities |
|
|
|
Loans and borrowings | 9 | 3,799 | 5,129 |
Gold Streaming |
| 831 | 1,370 |
Trade and other payables | 8 | 12,395 | 13,857 |
Liabilities associated with assets held for sale |
| - | 514 |
Derivative financial liabilities |
| 3,935 | 733 |
Total current liabilities |
| 20,960 | 21,603 |
|
|
|
|
Net current liabilities |
| (12,048) | (10,272) |
|
|
|
|
Loans and borrowings | 9 | 7,077 | 4,645 |
Gold Streaming |
| 5,508 | 5,713 |
Provision |
| 1,774 | 2,196 |
Trade and other payables | 8 | 1,955 | 2,705 |
Total non-current liabilities |
| 16,314 | 15,259 |
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|
|
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Net assets |
| 75,445 | 67,316 |
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|
|
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Equity |
|
|
|
Issued capital |
| 19,159 | 18,781 |
Share premium |
| 125,645 | 115,191 |
Share warrants reserve |
| 2,887 | 3,185 |
Share option reserve |
| 2,563 | 2,311 |
Merger reserve |
| 180 | 180 |
Translation reserve |
| (13,926) | (15,888) |
Other reserves |
| 307 | 172 |
Retained losses |
| (61,370) | (56,616) |
Total equity |
| 75,445 | 67,316 |
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
|
|
Ordinary Share |
Deferred Share |
Share |
Warrants |
Share option |
Merger |
Translation |
Other |
Retained |
Total |
|
|
Capital |
Capital |
Premium |
Reserve |
Reserve |
Reserve |
Reserve |
Reserve |
Profits (Losses) |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Balance at January 1, 2021 |
1,087 |
17,694 |
115,191 |
3,185 |
2,311 |
180 |
(15,888) |
172 |
(56,616) |
67,316 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
(4,754) |
(4,754) |
|
Foreign exchange translation differences |
- |
- |
- |
- |
- |
- |
1,962 |
- |
- |
1,962 |
|
Gain on fair value of equity investment (net of tax) |
- |
- |
- |
- |
- |
- |
- |
135 |
- |
135 |
|
Total other comprehensive income |
- |
- |
- |
- |
- |
- |
- |
135 |
- |
135 |
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
- |
1,962 |
135 |
- |
2,097 |
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Transactions with owners |
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
356 |
- |
10,352 |
- |
- |
- |
- |
- |
- |
10,708 |
|
Share issue expenses |
- |
- |
(566) |
- |
- |
- |
- |
- |
- |
(566) |
|
Warrants exercised |
22 |
- |
668 |
(298) |
- |
- |
- |
- |
- |
392 |
|
Share-based payments |
- |
- |
- |
- |
252 |
- |
- |
- |
- |
252 |
|
Transactions with owners |
378 |
- |
10,454 |
(298) |
252 |
- |
- |
- |
- |
10,786 |
|
Balance at June 30, 2021 |
1,465 |
17,694 |
125,645 |
2,887 |
2,563 |
180 |
(13,926) |
307 |
(61,370) |
75,445 |
Unaudited Interim Condensed Consolidated Statement of Changes in Equity (continued)
|
|
Ordinary Share |
Share |
Share option |
Merger |
Translation |
Other |
Retained |
Total |
|
|
Capital |
Premium |
Reserve |
Reserve |
Reserve |
Reserve |
Profits (Losses) |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Group |
|
|
|
|
|
|
|
|
|
Balance at January 1, 2020 |
17,872 |
99,059 |
2,142 |
180 |
(16,908) |
101 |
(54,853) |
47,593 |
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
- |
(7,598) |
(7,598) |
|
Foreign exchange translation differences |
- |
- |
- |
- |
(2,178) |
- |
- |
(2,178) |
|
Total other comprehensive income |
- |
- |
- |
- |
- |
44 |
- |
44 |
|
Total comprehensive income/(loss) for the period |
- |
- |
- |
- |
(2,178) |
44 |
- |
(2,134) |
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
Share-based payments |
- |
- |
46 |
- |
- |
- |
- |
46 |
|
Transactions with owners |
- |
- |
46 |
- |
- |
- |
- |
46 |
|
Balance at June 30, 2020 |
17,872 |
99,059 |
2,188 |
180 |
(19,086) |
145 |
(62,451) |
37,907 |
unaudited interim condensed consolidated statement of cash flows
For the Six Months Ended June 30, 2021
|
|
|
Six months |
Six months |
|
|
|
ended 30 June |
ended 30 June |
|
|
|
2021 |
2020 |
|
|
|
|
(Restated - Note 10) |
|
|
|
$'000 |
$'000 |
|
Cash flows from operating activities |
|
|
|
|
Loss before tax |
|
(4,754) |
(7,598) |
|
Depreciation and amortisation |
|
2,460 |
2,855 |
|
Gain on sale of non-core assets |
|
(2,424) |
- |
|
Loss/(gain) on derivative financial instruments |
|
172 |
(226) |
|
Loss/(gain) on fair value of forward contract |
|
3,202 |
(935) |
|
Loss in fair value on Gold Streaming |
|
6 |
219 |
|
Share based payments |
|
252 |
46 |
|
Foreign exchange |
|
(287) |
1,663 |
|
Finance cost |
|
1,164 |
777 |
|
Reclamation and site closure costs |
|
32 |
28 |
|
Gain on fair value of government interest-free loan |
|
(119) |
- |
|
Other expenses |
|
1,006 |
- |
|
Cash generated/ (utilised) in operating activities before changes in working capital |
|
710 |
(3,171) |
|
(Increase)/decrease in other receivables |
|
(716) |
60 |
|
(Increase)/decrease in inventory |
|
(580) |
563 |
|
Increase in trade receivables |
|
(575) |
(537) |
|
(Increase)/decrease in prepayments |
|
(794) |
93 |
|
(Increase)/decrease in derivative financial instruments |
|
(613) |
443 |
|
(Decrease)/increase in trade payables and creditors |
|
(2,885) |
4,409 |
|
Net cash (utilised)/generated in operating activities |
|
(5,453) |
1,860 |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Interest received |
|
9 |
(24) |
|
Proceeds from sale of non-core assets |
|
2,000 |
- |
|
Acquisition of evaluation and exploration assets |
|
(214) |
(2) |
|
Acquisition of Mineral property - net |
|
(6,567) |
(2,385) |
|
Acquisition of property, plant and equipment |
|
(1,601) |
(910) |
|
Net cash utilised in investing activities |
|
(6,373) |
(3,321) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Issue of share capital |
|
10,708 |
- |
|
Warrants exercised |
|
392 |
- |
|
Share issue expenses |
|
(566) |
- |
|
Interest paid |
|
(616) |
(329) |
|
Government assistance loan |
|
403 |
- |
|
Loans received |
|
- |
1,830 |
|
Repayment of Gold Streaming |
|
(850) |
(372) |
|
Repayment of Loans |
|
(2,188) |
(645) |
|
Lease payments |
|
(1,184) |
(902) |
|
Net cash generated/(utilised) in financing activities |
|
6,099 |
(418) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(5,727) |
(1,879) |
|
Cash and cash equivalents at beginning of period |
|
6,242 |
1,936 |
|
Effect of exchange rate fluctuations on cash held |
|
168 |
- |
|
Cash and cash equivalents at end of period |
|
683 |
57 |
Notes to the Consolidated Financial Statements
1. Nature of operation and going concern
Rambler Metals and Mining Plc (the "Company") is a limited company incorporated and domiciled in United Kingdom whose shares are publicly traded. The registered office of the Company is located at 3 Sheen Road, Richmond Upon Thames, Surrey, United Kingdom. The principal activity of the Company and its subsidiaries (collectively "the Group") is the operation, development and exploration of the Ming Copper-Gold Mine ("Ming Mine") located in Baie Verte, Newfoundland and Labrador, Canada.
The Group incurred a net loss of $4.8 million for the six-months ended 30 June 2021. As at 30 June 2021, the Group had a working capital deficiency of $12.0 million. The Group's ability to continue operations in the normal course of business is dependent upon establishing sufficient operating cash flows from the Ming Mine, and to the extent required, through access to funds from equity and debt financing. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. The Group continually reviews operational results, expenditures and additional financing opportunities in order to ensure adequate liquidity to support its growth strategy while increasing production levels at the Ming Mine. The consolidated financial statements have been prepared on a going concern basis which assumes that the Group will be able to realise its assets and settle its obligations in the normal course of business. If the production is not ramping up in line with forecasts or lower than forecast copper grade and commodity prices, the Group would need to obtain additional funding through either equity or debt financing. During the six-months ended 30 June 2021, the Group successfully completed an equity financing of $10.7 million. Subsequent to 30 June 2021 the Group obtained a convertible loan of $3.0 million, equity financing of $2.6 million and closed a secured loan of $22.0 million.
These financial statements do not give effect to any adjustments which would be necessary should the Group be unable to continue as a going concern and, therefore, be required to realise its assets and discharge its liabilities in other than the normal course of business and at amounts different than those reflected in the financial statements. Such adjustments could be material.
2. Basis of preparation
The consolidated financial statements are presented in United States dollars ("US dollars" or "$"), rounded to the nearest thousand dollars, except the notes to the consolidated financial statements or when otherwise indicated. US dollars is used as the presentation currency in line with industry peers. The comparative financial statements for the year ended 30 June 2020 have been restated to reflect retrospective correction of an error and reclassifications (see Note 10).
The consolidated interim financial information for the six months ended 30 June 2021 has been reviewed by the Board and were approved for issue on 29 October 2021. The consolidated interim financial information for six months ended 30 June 2021 and comparatives for six months ended 30 June 2020 are unaudited. It does not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2020 Annual Report.
The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial information as were applied in the Group's latest annual audited financial statements.
3. Loss per share
|
|
|
| Number* |
In issue at 1 January 2020 |
|
|
| 12,964,116 |
Effect of shares issued during period |
|
|
| - |
Weighted average number of ordinary shares at 30 June 2020 |
|
|
| 12,964,116 |
|
|
|
|
|
In issue at 1 January 2021 |
|
|
| 81,356,440 |
Effect of shares issued during period |
|
|
| 9,201,063 |
Weighted average number of ordinary shares at 30 June 2021 |
|
|
| 90,557,503 |
* On 26 May 2021, the Company's ordinary shares were consolidated at 1 new share for 100 existing shares and the number of shares has been restated retrospectively to reflect the share consolidation.
For the 6 months ended 30 June 2021, because there would be a further reduction in loss per share resulting from the assumption that share options, warrants and convertible loan are exercised or converted, all these instruments are considered anti-dilutive and are ignored in the computation of loss per share. As there were no other instruments that may have a potentially dilutive impact, the basic and diluted loss per share is the same.
|
| Six months to | Six months to |
|
| 30 June | 30 June |
|
| 2021 | 2020 |
Loss for the period (US$'000) |
| (4,754) | (7,598) |
Weighted average number of ordinary shares ('000) |
| 90,557 | 12,964 |
Loss per share (US$) |
| (0.053) | (0.586) |
4. Revenue
|
| Six months | Six months |
|
| Ended 30 June | Ended 30 June |
|
| 2021 | 2020 |
|
| US$'000 | US$'000 |
Revenue from sale of commodities |
| 13,539 | 12,503 |
Gain/(loss) on fair value of provisional priced commodities |
| (172) | 226 |
|
| 13,367 | 12,729 |
5. Other income
| Six months | Six months |
| Ended 30 June | Ended 30 June |
| 2021 | 2020 |
| $'000 | $'000 |
Gain from fair value of government interest-free loan | 119 | - |
Gain from sale of non- core assets | 2,424 | - |
Total other income | 2,543 | - |
|
|
|
Write off of non- refundable deposit | (732) | - |
Other provisions | (274) | - |
Total other expenses | (1,006) | - |
6. Inventory
|
|
| 30 June | 31 December |
|
|
| 2021 | 2020 |
|
|
| $'000 | $'000 |
Metals in process |
|
| 667 | 355 |
Operating supplies, net of provision |
|
| 2,839 | 2,328 |
|
|
| 3,506 | 2,683 |
7. Trade and other receivables
|
|
| 30 June | 31 December |
|
|
| 2021 | 2020 |
|
|
| $'000 | $'000 |
Trade receivables |
|
| 565 | - |
Canadian emergency wage subsidy |
|
| 981 | 276 |
Sales taxes recoverable |
|
| 495 | 541 |
Prepayments |
|
| 793 | 11 |
Others |
|
| 9 | 11 |
|
|
| 2,843 | 839 |
8. Trade and other payables
|
|
| 30 June | 31 December |
|
|
| 2021 | 2020 |
|
|
| $'000 | $'000 |
Trade payables |
|
| 3,049 | 2,750 |
Suppliers payment plan (1) |
|
| 1,711 | 1,976 |
Other payables |
|
| 3,704 | 5,082 |
Accrued expenses |
|
| 3,931 | 3,892 |
Non-refundable deposit (2) |
|
| - | 157 |
Trade and other payables less than one year |
|
| 12,395 | 13,857 |
Suppliers payment plan (1) |
|
| 1,955 | 2,705 |
Trade and other payables |
|
| 14,350 | 16,562 |
(1) In 2020, the Group entered into agreements with certain suppliers to repay the outstanding balance over 2 to 4 years. The balance payable as per the long-term payment plan is discounted at 12% per annum at initial recognition and is amortised over the payment plan term.
(2) Non-refundable deposit is related to payment received for the sale of non-core assets and this has been recognised in gain from sale of non-core assets for the six months ended 30 June 2021.
9. Loans and Borrowings
|
| 30 June | 31 December |
|
| 2021 | 2020 |
|
| US$'000 | US$'000 |
Non-current liabilities |
|
|
|
Lease liabilities |
| 3,161 | 1,282 |
West Face loan |
| 2,374 | 2,107 |
Government assistance |
| 1,542 | 1,256 |
|
| 7,077 | 4,645 |
|
|
|
|
Current liabilities |
|
|
|
Lease liabilities |
| 2,077 | 1,292 |
Supplier loan |
| 311 | 707 |
Government assistance |
| 99 | 92 |
Advance Purchase Facility |
| 1,312 | 3,038 |
|
| 3,799 | 5,129 |
West Face Loan
In December 2020, the Group received a secured loan from West Face Long Term Opportunities Limited Partnership ("West Face") of $5,000,000 carrying interest rate of 10% per annum. Interest is payable every calendar quarter and the loan is repayable in December 2023. The Group has granted a prior ranking security interest over all of present and after-acquired assets to West Face. As part of the loan agreement 8,131,810 warrants were issued to West Face exercisable in 5 years at £0.20 ($0.264) per warrant. The fair value of warrants of $2,486,000 is determined through Black Scholes model. The fair value of warrants and the transaction costs of $439,000 were classified as deferred expenses which will be amortised during the loan term. On 9 July 2021, West Face exercised its 8,131,810 warrants over ordinary shares in the Company and consideration of CAD$1,965,995, equivalent to £1,138,453 had been received. Following this exercise, West Face does not hold any further warrants in the Company. On 13 October 2021, additional $1,000,000 was advanced to the Company from West Face and general partners of NewGen Resource Lending Inc. ("NewGen") under the same terms of this secured loan. On 29 October 2021, the principal amount of $6,000,000 plus 5% early repayment premium have been rolled into a new loan administered by NewGen. Refer to Note 11 for details.
Advance Purchase Facility
In December 2017, the Company entered into an advance purchase facility with Transamine. Pursuant to the terms of the Purchase Agreement, Transamine agreed to purchase in advance, at Rambler's option, up to $4 million of concentrate (the "Advance Purchase Payments") to be used for working capital requirements. The loan was repayable by eighteen monthly instalments of $222,000 including interest at 6.75% per annum, but a grace period of 6 months was provided by Transamine from June 2019, so the loan was payable by revised instalments of $130,000 starting December 2019 and another grace period for 3 months from August 2020 was provided during the year. The loan instalments of $130,000 are being repaid from November 2020 and the loan will be fully repaid in 2021.
Additionally, Transamine has extended an amount of $2.0 million in December 2019. This loan is being repaid from Jan 2021 by monthly instalments of $222,000 per month plus accrued interest at 7% per annum.
Government Assistance
In 2019, Group received $0.4 million in interest free repayable contributions from a Canadian government agency. Contributions to a total of $1.6 million are available in support of the Phase II expansion project for the mine. The contributions are repayable over eight years from May 2019. Due to the COVID-19 pandemic, the Canadian government provided a moratorium period from April to December 2020. The fair value of the contributions received, calculated at a market interest rate of 12%, have been classified as a financial liability with the difference between the fair value and the amount received credited against the cost of assets under construction.
In 2020, the Group received a further $0.4 million in interest free repayable contributions from a Canadian government agency as part of assistance to COVID-19 outbreak. The contributions are repayable over three years from January 2023. The fair value of the contributions received, calculated at a market interest rate of 12%, have been classified as other income.
Supplier Loan
In 2020, two suppliers of the Group paid $0.8 million of outstanding creditors on behalf of Rambler Metals and Mining Canada Limited. Further, the suppliers also provided a cash loan of $0.4 million and converted $0.7 million of their outstanding credit purchases to loan. Total balance of the supplier loan is $1.9 million with interest of 10% per annum. The Group repaid $1.2 million along with accrued interest in December 2020 and the balance of $0.7 million is repayable in 12 instalments starting from January 2021.
Lease liabilities
| Minimum lease Payments | Interest | Principal | Minimum lease Payments | Interest | Principal | |
| 2021 | 2021 | 2021 | 2020 | 2020 | 2020 | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Less than one year | 2,361 | 285 | 2,077 | 1,405 | 113 | 1,292 | |
Between one and five years | 3,400 | 238 | 3,161 | 1,362 | 80 | 1,282 | |
| 5,761 | 523 | 5,238 | 2,767 | 193 | 2,574 |
Under the terms of the lease agreements, no contingent rents are payable. The lease liabilities are secured on the right-of-use assets.
10. Prior period restatement and reclassification
During the year ended 31 December 2019, the Group entered into a forward sale agreement with Transamine to sell 3,600 tonnes of copper in 2020 at the price of $5,820 per tonne. The difference between the agreed forward rate and the forward rate as at year-end should have been recorded as financial derivatives and measured at fair value through profit or loss. This error was corrected retroactively by restating 2020 comparative numbers. The implication of the correction is presented below:
Impact on income statement (increase/(decrease) in income) |
|
|
| 2020 | |
| $'000 | |
Gain in fair value of forward contract | 935 | |
Net impact on income (loss) for the period | 935 | |
|
| |
Impact on basic and diluted earnings per share (EPS) (increase/(decrease) in EPS) |
| |
Basic and diluted loss per share | 0.072 | |
|
| |
Impact on equity (increase/(decrease) in equity) |
| |
| 2020 | |
| $'000 | |
Derivative financial assets | 935 | |
Net impact on equity | 935 | |
|
|
|
Impact on cash flow statement (increase/(decrease) in cash flow) The change did not have an impact on the Group's operating, investing and financing cash flows. |
| |
Certain reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. The Company reclassified interest paid in the amount of $329,000 from operating activities to financing activities on the statement of cash flow for six months ended 30 June 2020 to better reflect the nature of the interest payment.
11. Subsequent events
· The Company received $2 million on 1 July 2021 and $1 million on 9 August 2021 respectively in accordance with an unsecured, subordinated convertible loan agreement with Riverfort Global Opportunities PCC Limited ("Riverfort") and YA II PN, Ltd ("YA II"). To date, $2.0 million of the principal of the loan has been converted to a total of 7,679,079 ordinary shares.
· The Board of Directors authorized the issuance of 1,181,000 Restricted Share Units ("RSU") to persons discharging managerial responsibilities ("PDMRs") and 14,492 new Ordinary Shares of the Company to certain Non-executive Directors on 2 July 2021 in lieu of fees.
· The Company sold all its equity investments for $0.7 million in the third quarter of 2021.
· On 9 July 2021, West Face exercised its 8,131,810 warrants over ordinary shares in the Company for consideration of circa CAD$2.0 million (equivalent to circa £1.1 million) and following this exercise, does not hold any warrants in the Company.
· The Company issued 9,329,600 ordinary shares at a price of 20 pence for $2.56 million (£1.87 million) in August 2021 by way of a placing and subscription.
· The Company filed an updated NI43-101 Technical Report for the Little Deer Complex on 26 August 2021.
· On 13 October 2021, NewGen and West Face in aggregate arranged a $1,000,000 bridge loan to Rambler, with $500,000 provided by NewGen's general partners and $500,000 provided by by West Face through the existing West Face loan facility.
· On 29 October 2021, the Company closed a 3-year secured debt financing of $22 million with NewGen ("NewGen Loan") and the outstanding balance of the West Face Loan in the amount of $5 million and the bridge loan of $1 million plus 5% early repayment premium have been rolled into the NewGen Loan.
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