Rambler Financial Results Year Ended 31 July 20...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
October 22, 2008
Rambler Financial Results Year Ended 31 July 2008 and Operations Update
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Oct. 22, 2008) - Rambler Metals and
Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its financial results and
operational highlights for the year ended 31 July 2008. The principal activity of the Company is carrying out
development and exploration on the Rambler Property, a mineral exploration property located on Newfoundland and
Labrador's Baie Verte Peninsula.
Operational Highlights:
- In June 2008 Rambler released its first published NI 43-101 Resource Estimate. The resource revealed:
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Tonnes Cu (%) Au (g/t) Ag (g/t)
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Measured 484,000 2.98 2.28 9.6
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Indicated 9,576,000 1.78 0.2 1.75
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Inferred 3,077,000 1.57 0.58 4.29
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- The Scoping Study conducted by SRK Consulting was completed in April 2008 using a non NI43-101 compliant
resource estimate. It revealed that the mineralized zones were large enough to substantiate a 4,000 tonnes per
day mine, with a mine life in excess of 10 years.
- Surface exploration drilling activity concluded during the year with 8,858 metres drilled and in March 2008
the surface drills were demobilized from the property. As the dewatering was completed most of the drilling
took place from underground, with two diamond drills drilling 16,465 metres during the year ended 31 July 2008.
The exploration programme continued to intersect mineralisation with extensions to existing ores and also
encountered a new high grade gold zone that is not currently in the published NI43-101.
- Dewatering of the mine was completed on 1 July 2008 and a total of 245 million US gallons of water were
pumped out of the mine. The ground conditions are good requiring virtually no rehabilitation work and as the
water level receded, air, water and electrical infrastructure was installed.
- Pre-production development phase has commenced focusing on high grade resources that could be mined during an
initial start up and early production years. The main area of activity has been on the 1807 zone with pre-
production development headings being driven out to the top and bottom of the known ore resource to see if the
zone extends both up-plunge and down-plunge. Increased resources in these zones would further improve the
project economics.
- Headcount increased during the financial year with the key appointments of a general manager, a mine planner
and a financial controller, bringing the number of employees in total to 42 people as at 31 July 2008.
Future Operations:
- Rambler plans to drill off the footwall zone with holes on 50 metre centres so that a NI 43-101 compliant
report update can be published in Q1 of 2009. Once the entire footwall has been drilled off on 50 metre
centres, providing an indicated resource, in-fill drilling on 25 metre centres will follow to move into the
measured category.
- The Company will continue to pursue an exploration programme on the 1807 Zone, gold zone, Ming massive
sulphide and unexplored areas on the property. A TITAN 24 geophysics survey was also completed shortly before
year end and provided additional near surface targets which will be investigated further during the next year.
- Rambler will progress with underground mining, mill and environmental pre-feasibility studies. In preparation
for mining Rambler will be acquiring further equipment to support mine rehabilitation and pre-production
activities.
Financial Highlights:
- For the year ending 31 July 2008 net losses were Pounds Sterling 734,805, an increase of Pounds Sterling
65,576 from the year ending 31 July 2007. The loss per share was reduced to 1.4p in fiscal 2008 from 1.6p in
fiscal 2007 due to the dilutive effect of shares issued during the year. Losses were higher as administrative
expenses increased Pounds Sterling 87,655 to Pounds Sterling 948,769 with staff costs being the primary driver
for this change. Interest income was Pounds Sterling 36,814 higher at Pounds Sterling 185,607 for the year
ending 31 July 2008 as a result of higher cash balances.
- Cash flows used for operating activities increased by Pounds Sterling 271,263 as a result of increased
operating losses and funding required for working capital as a consequence of the general increased level of
activity. Cash flows used for investing activities also increased by Pounds Sterling 1,137,453 to Pounds
Sterling 5,886,095 primarily as a result of the ongoing exploration programme, mine dewatering and development
activities. Cash flows from financing activities were Pounds Sterling 5,248,651 (net of expenses) arising
mainly from the placing of 9,660,000 ordinary shares at 60p each on 13 March 2008, net of expenses.
- Total assets include accumulated deferred exploration expenditures which increased Pounds Sterling 6,183,626
to Pounds Sterling 12,125,573, mainly funded from cash deposits.
- The cash balance at the end of the period was Pounds Sterling 5.1m. At 21 October 2008, the Group has Pounds
Sterling 3.5 million in cash and cash equivalents of which 62% is invested in Canadian Government Treasury
Bills.
George Ogilvie, President and Chief Executive Officer, commented:
"The past year has been extremely successful for Rambler with the Company achieving all its targets as planned
on time and on budget. We aim to continue our aggressive exploration programme which we hope will add further
value to the Company and plan to transform the Ming Mine into a producing mine over the coming years. Despite
these uncertain times we are confident that Rambler's excellent team of people will ensure the Company will
smoothly transition from exploration and development into production ensuring strong returns for current
shareholders."
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 Rambler Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
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REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)
REPORT OF THE DIRECTORS AND
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2008 FOR
RAMBLER METALS AND MINING PLC
RAMBLER METALS AND MINING PLC
COMPANY INFORMATION
FOR THE YEAR ENDED 31 JULY 2008
Directors: D H W Dobson
G Ogilvie (appointed 3 March 2008)
B Hinchcliffe
S Neamonitis
B F Dalton
J A Baker
L D Goodman
J M Roberts
Secretary: L Little
Registered office: Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA
Registered number: 5101822 (England and Wales)
Auditors: PKF (UK) LLP
20 Farringdon Road
London
EC1M 3AP
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RAMBLER METALS AND MINING PLC
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 JULY 2008
We are pleased to report the results for the year ended 31 July 2008.
Our parent Company was incorporated as Fortress Metals and Mining plc on 14 April 2004 and changed its name to
Rambler Metals and Mining plc on 17 March 2005. The parent Company's Ordinary Shares were admitted for 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".
The principal activity of the Group is carrying out development and exploration on the Rambler Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
OPERATIONAL HIGHLIGHTS
Exploration Drilling
Surface exploration drilling activity came to an end during the year with a total of 8,858 metres drilled
compared to 17,052 metres drilled for the same period in 2007. The surface drills left the site in March 2008
at the end of a 10,000 metre contract. By November 2007 the first underground diamond drill was operational and
it drilled 15,851 metres while a second underground diamond drill was mobilized in July 2008 and drilled 614
metres in financial year 2008. In total 25,323 combined surface and underground metres were drilled in
financial year compared to 17,052 metres for the same period in 2007. Our successful exploration programme
continues to intersect mineralization with a new Gold Zone being discovered while extensions to existing ore
zones continue.
NI43-101 Resource
In June 2008 the Group released its first NI43-101 compliant resource for the Rambler property. In summary the
resource estimated 13.1 MT of ore grading 1.77% Cu, 0.37 g/t Au and 2.64 g/t Ag based on cut off grades of 1%
Cu for the massive sulphides and 1.25% Cu for the lower footwall zone using an NSR Model with US$2.70 lb/Cu and
US$650/oz gold. This equates to 232,674 tonnes of contained Cu, 155,956 oz of contained Au and 1,113,573 oz of
contained Ag.
Mine Dewatering
Dewatering activities started on 16 June 2007 and finished on 1 July 2008 with a total of 245 million US
gallons pumped out of the mine. The ground conditions are good requiring virtually no rehabilitation work and
as the water level receded, air, water and electrical infrastructure was installed into the mine to support
further exploration activities and in advance of mine development.
Pre-Production Development
With the dewatering of the mine finishing in July 2008, the Group began developing out to the 1807 zone. The
development is intended to provide exploration platforms to allow the expansion of the known resource of this
zone which currently stands at 373,000 tonnes grading 4.3% Cu, 1.9g/t Au and 6.88 g/t Ag. These exploration
platforms will later be used for production purposes.
Initiated Scoping & Pre-Feasibility Studies
On 1 September 2007 a contract was entered into with SRK Consulting, Toronto to conduct a scoping study for the
mine. The scoping study was completed in April 2008 and, in summary, it concluded that 4,000 metric tonnes per
day with a mine life in excess of 10 years was economically viable and feasible. In June 2008 the Group
announced it would be advancing the project to a pre-feasibility level with the report expected late in the
first calendar quarter of 2009.
Increased headcount and investment in expertise to expedite re-opening activities
The Group has made a number of further key operational appointments during the last year. The key positions
filled included a human resource administrator, a mine planner and a financial controller. Shortly after year
end, a general manager was also appointed bringing the total headcount as of 31 July 2008 to 42 people.
Financial Highlights
The Consolidated loss after taxation of the Group in respect of the year ended 31 July 2008 amounted to Pounds
Sterling 734,805 (a loss per share of 1.4p) versus a loss of Pounds Sterling 669,229 for the year ended 31 July
2007 (a loss per share of 1.6p)
The Group's only source of income during the period was bank interest which amounted to Pounds Sterling
185,607.
The net assets of the Group amounted to Pounds Sterling 18,732,601 as at the end of the year. This includes
intangible assets amounting to Pounds Sterling 12,125,573. Intangible assets consist of accumulated deferred
exploration expenditures in the copper and gold property in Newfoundland and Labrador. The Group's policy is to
capitalise these costs pending determination of the feasibility of the project.
On 23 May 2008 the parent Company completed a private placement to raise Pounds Sterling 5.8 million before
expenses. The Directors have approved a plan that will necessitate a further financing to be carried out before
31 July 2009.
The Group has been able to attract an excellent team of people in a very competitive labour market. My thanks
to our employees, officers and directors of the Group for the progress which has been made during the year and
I am optimistic that the 2009 fiscal year will see further encouraging developments.
DHW Dobson
Chairman
21 October 2008
RAMBLER METALS AND MINING PLC
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 JULY 2008
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. This discussion should be read
in conjunction with our audited financial statements for the year ended 31 July 2008 and the related notes
thereto. These consolidated statements have been prepared in accordance with International Financial Reporting
Standards (IFRS).
This MD&A, which has been prepared as of 21 October 2008, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2008 prepared in accordance with
IFRS. The presentation currency is British Pounds.
OUR BUSINESS & OPERATIONS REVIEW
The parent Company was incorporated as Fortress Metals and Mining plc on 14 April 2004, changed its name to
Rambler Metals and Mining plc on 17 March 2005. The parent Company's Ordinary Shares were admitted for 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".
The principal activity of the Group is carrying out development and exploration on the Rambler Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
Operational highlights include:
- Exploration Drilling- exploration drilling activity continued with a total of 6,347 metres drilled in the
fourth quarter compared to 4,355 metres drilled in the same period in 2007. During fiscal 2008 a total of
25,323 metres was drilled compared to 17,052 metres for the same period in 2007. In March 2008, surface drills
left the property on completion of a 10,000 metre drill contract and underground workings had been sufficiently
dewatered to permit most of the drilling to take place from underground. The underground drilling has been
taking place on 50 metre centres which will firstly move areas within the existing NI43-101 resource from the
inferred category to an indicated category, secondly new additional resources will also be added. The Group is
aiming to release an update to its NI43-101 compliant resource during Q1 of 2009. The exploration drilling
program has also encountered a new high grade gold zone that is not currently in the published NI43-101.
Further time and resources will be dedicated on these high grade gold and massive sulphide zones as the Group
believes this represents a significant way to maximize the project economic returns and minimize exposures to
potentially weaker commodity prices.
- Mine Dewatering- at 31 July 2008, 245 million US gallons of water had been pumped out of the mine with the
water level receding to the 2600 Level. The mine was officially dewatered on 1 July 2008. Before starting the
dewatering process, the Group estimated there was 200 million US gallons of water in the mine and the
surrounding watershed and that the dewatering process would be complete by 31 March 2008. The 200 million US
gallon milestone was reached on 28 March 2008, however, the watershed proved to be a larger than anticipated
and consequently more water has been pumped than originally planned. This has not hindered the project however
as the underground diamond drilling has still been able to continue. The ground conditions remain good while
very little rehabilitation work has been required.
- With the conclusion of the mine dewatering in July 2008 the Group embarked upon a pre-production development
phase focusing on high grade resources that could be mined during an initial start up and early production
years. The main focus has been on the 1807 zone with pre-production development headings being driven out to
the top and bottom of the known ore resource to see if the zone extends both up-plunge and down-plunge.
Increased resources in these zones would further improve the project economics.
- On 30 April 2008 the Group released its first published NI43-101 Resource Estimate with the accompanying full
technical report completed on 16 June 2008. The resource revealed measured:
-- Measured: 484,000 tonnes of ore @ 2.98% Cu, 2.28 g/t Au, 9.6 g/t Ag
-- Indicated: 9,576,000 tonnes of ore @ 1.78% Cu, 0.2 g/t Au, 1.75 g/t Ag
-- Inferred: 3,077,000 tonnes of ore @ 1.57% Cu, 0.58 g/t Au, 4.29 g/t Ag
-- Total: 13,137,000 tonnes of ore @ 1.77% Cu, 0.37 g/t Au, 2.64 g/t Ag
The orebody remains open at depth and on all sides.
- Scoping and Pre-feasibility Studies- on 1 September 2007, a contract was entered with SRK Consulting, Toronto
to conduct a scoping study for the mine. The scoping study was completed in April 2008 using a non NI43-101
compliant resource estimate. The scoping study revealed that the mineralized zones were large enough to
substantiate a 4,000 metric tonnes per day mine with a mine life in excess of 10 years. This information will
now be further refined as the Group moves the project in pre-feasibility while utilizing the recently published
NI43-101 resource estimate.
- Headcount - personnel in the fourth quarter of 2008 increased by 7 to 42 employees and the Group met its
objectives of hiring key employees to continue the project to progress against plan and within budget.
The Group's Directors have a range of experience in the natural resource and mining sector that includes,
exploration, mining and marketing, as well as experience in the legal and corporate finance areas.
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. The
Group's financial statements have been prepared in accordance with IFRS.
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Selected Annual
Financial Information 12 months 12 months 11 months
All amounts in Pounds ended ended ended
Sterling, except shares 31 July 31 July 31 August
and per share figures 2008 2007 2006
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Revenue - - -
Administrative Expenses 948,769 861,114 291,312
Bank Interest Receivable 185,607 148,793 199,599
Net loss (734,805) (669,229) (110,703)
Per share (basic and diluted) (1.4p) (1.6p) (0.3p)
Cash Flow used for
operating activities (909,509) (638,246) (279,862)
Cash Flow used for
investing activities (5,886,095) (4,748,642) (1,090,040)
Cash Flow from financing
activities 5,248,651 6,241,769 -
Net (decrease) increase
in cash (1,546,953) 854,881 (1,369,902)
Cash & Cash Equivalents
at end of period 5,107,509 6,590,372 5,499,008
Total Assets 20,043,834 14,872,939 8,509,660
Total Liabilities 1,311,233 1,651,399 854,173
Working Capital 4,440,031 5,749,937 4,876,067
Weighted average number
of shares outstanding 51,516,712 41,939,754 40,030,000
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Review of years ending 31 July 2008 and 31 July 2007
The Group's only source of income since incorporation has been bank deposit interest.
The Group reported a net loss for the year ending 31 July 2008 of Pounds Sterling 734,805 which is an increase
of Pounds Sterling 65,576 from the year ending 31 July 2007. The loss per share reduced to 1.4p from 1.6p
between years due to the dilutive effect of shares issued during the year. Losses were higher as administrative
expenses increased Pounds Sterling 87,655 to Pounds Sterling 948,769. Staff costs were the primary driver for
this change increasing Pounds Sterling 940,498 to Pounds Sterling 1,690,587 of which Pounds Sterling 387,778
was treated as a revenue expense and Pounds Sterling 1,302,809 was capitalised as it related directly to the
Group's ongoing exploration and mine development activities. Interest income was Pounds Sterling 36,814 higher
at Pounds Sterling 185,607 as a result of higher cash balances.
Cash flows used for operating activities increased by Pounds Sterling 271,263 substantially as a result of
increased operating losses and funding required for working capital as a consequence of the general increased
level of activity. Cash flows used for investing activities also increased by Pounds Sterling 1,137,453 to
Pounds Sterling 5,886,095 primarily as a result of the ongoing exploration programme, mine dewatering and
development activities. Cash flows from financing activities were Pounds Sterling 5,248,651 following a private
placement.
Total assets include accumulated deferred exploration expenditures which increased Pounds Sterling 6,183,626 to
Pounds Sterling 12,125,573. This increase was substantially funded from cash deposits.
Review of the quarter ending 31 July 2008
Compared to the third quarter:
- Administrative expenses were broadly unchanged at Pounds Sterling 236,526 compared with Pounds Sterling
238,876.
- Cash and Cash equivalents decreased Pounds Sterling 1,908,361 to Pounds Sterling 5,107,509 reflecting an
increase in intangible assets of Pounds Sterling 1,291,567 to Pounds Sterling 12,125,573 as the Group continued
to invest in exploration and property, plant and equipment used to support mine rehabilitation activity
increased Pounds Sterling 105,151 to Pounds Sterling 2,621,367.
SUMMARY OF QUARTERLY RESULTS
As only the quarterly financial statements for the quarter ending 31 October 2006 were prepared by the Group
prior to the parent Company becoming a reporting issuer in the provinces of British Columbia and Alberta, the
Group is not presently required under applicable Canadian securities law to provide any additional quarterly
results other than as provided below.
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Quarterly Results (all amounts in British Pounds except per share figures)
4th 3rd 2nd 1st
Fiscal 2008 Quarter Quarter Quarter Quarter
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Revenue - - - -
Net Loss (131,375) (229,757) (238,377) (135,296)
Loss per share basic
& diluted (in pence) (0.23) (0.45) (0.48) (0.27)
Fiscal 2007
-----------
Revenue - - - -
Net Loss (87,557) (191,441) (339,517) (50,714)
Loss per share basic
& diluted (in pence) (0.14) (0.48) (0.85) (0.13)
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Net losses for the first three quarters of 2007 are stated in accordance with UK GAAP which is consistent with
the loss reported under IFRS.
Starting in the second quarter of Fiscal 2007, increasing administrative expenses associated with mine
rehabilitation activities started driving up losses generally. One-off costs associated with pursuing a
secondary listing for the shares of the parent Company and completing a fund raising were also key factors
behind the increase in net losses for the second and third quarters of Fiscal 2007. Options were also granted
during the second quarters of Fiscal 2007 and 2008 resulting in a share based payment expense. The reduction in
losses for the fourth quarter of 2008 is due to a deferred tax credit of Pounds Sterling 70,303.
OUTLOOK
The Group continues to:
- Drill off the footwall zone with holes on 50 metre centres so that a NI43-101 compliant report update can be
published in Q1 of 2009. Once the entire footwall has been drilled off on 50 metre centres, providing an
indicated resource, in-fill drilling on 25 metre centres will follow to move the indicated resource up into the
measured category.
- Continue to pursue an exploration programme on the 1807 Zone, Gold zone, Ming Massive Sulphide and unexplored
areas on the property. A TITAN 24 geophysics survey was also completed shortly before year end and provided
additional near surface targets which will be investigated further during the next year.
- Progress with underground mining, mill and environmental pre-feasibility studies. In preparation for mining
the Group will be acquiring further plant and equipment to support mine rehabilitation and pre-production
activities.
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.
The majority of the Group's expenses are incurred in Canadian Dollars. The Group's principal exchange rate risk
is therefore related to movements between the Canadian Dollar and the British Pound. The Group's cash resources
are held in British Pounds and Canadian dollars. The Group has a downside risk to any strengthening of the
Canadian Dollar as this would increase expenses in British Pound terms. Any weakening of the Canadian Dollar
would however result in the reduction of expenses in British Pound terms and preserve cash resources.
Additionally, any such movements would affect the Consolidated Balance Sheet when the net assets of the
Canadian subsidiary are translated into British Pounds.
Cash balances in Canadian Dollars are kept under constant review and surplus funds are held on deposit on the
most advantageous terms of deposit available up to three month's maximum duration. Floating rate financial
assets comprise interest earning bank deposits at rates set by reference to the prevailing LIBOR or equivalent
prime rate. Fixed rate financial assets are cash held on fixed term deposit.
Cash, short terms deposits and Canadian Government Treasury Bills (expressed in British Pounds) were as
follows:
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At 31 July 2008
Currency Fixed Rate Assets Floating Rate Assets Total
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British Pound 1,200,000 98,387 1,298,387
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Canadian Dollars 3,176,010 633,112 3,809,122
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Total 4,376,010 731,499 5,107,509
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At 31 July 2007
Currency Fixed Rate Assets Floating Rate Assets Total
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British Pound 980,000 19,389 999,389
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Canadian Dollars - 5,590,983 5,590,983
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Total 980,000 5,610,372 6,590,372
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At 31 July 2008, the Group had outstanding obligations, including interest, relating to leases of Pounds
Sterling 591,037.
The Group utilised Pounds Sterling 909,509 (2007: Pounds Sterling 638,246) to finance operating cash flows
during the year. This material increase was primarily a result of increased operating losses on higher costs
discussed above.
Cash outflows from investing activities increased to Pounds Sterling 5,886,095 (2007: Pounds Sterling
4,748,642) as a result of an increase in evaluation and exploration activities.
Cash inflows from financing activities were Pounds Sterling 5,248,651 (2007: Pounds Sterling 6,241,769)
following a private placement in Q2 which raised Pounds Sterling 5.8 million.
Interest received increased in line with higher cash balances on deposit during the last quarter of the year.
Average interest rates were 5.02% and 2.36% on British Pound and Canadian Dollar deposits respectively. (2007:
4.15%, 3.47%)
Cash and cash equivalents at the end of the period were Pounds Sterling 5,107,509 of which 62% was invested in
Canadian Government Treasury Bills. Management believes that the Group has sufficient flexibility to manage
expenditure to fund operations for the next 12 months.
At 21 October 2008, the Group has Pounds Sterling 3.5 million in cash and cash equivalents with the proportion
invested in Canadian Government Treasury Bills remaining consistent with year end.
Commitments
As at 31 July 2008 capital commitments included:
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All commitments in Canadian Dollars $
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10,000 metre drill programme 512,000
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Company house for staff 60,000
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TOTAL 572,000
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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. Starting in January 2008, the Directors and management
started taking an increasingly cautious approach to treasury management by investing surplus funds in Canadian
Government Treasury Bills. Management reviews holdings and investments in these Treasury Bills on a quarterly
basis and, as far as possible, aligns funds becoming available with operating cash requirements of the
business. The directors are of the opinion that the Group has taken a very risk averse approach to management
of cash resources and is closely monitoring events and associated risks on a continuous basis. There were no
derivative instruments outstanding at 31 July 2008.
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 20% shareholder in the parent company.
A total of Pounds Sterling 266,889 (2007: Pounds Sterling 68,234) was paid to key management personnel during
the year. The Group was invoiced Pounds Sterling 8,379 in the year ended 31 July 2008 (2007: Pounds Sterling
920,367) by Altius under a service agreement that was terminated during the year.
The following expenses reimbursements were payable to directors at 31 July 2008:
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S Neamonitis Pounds Sterling 1,073 (31 July 2007: Pounds Sterling 2,940)
B Hinchcliffe Pounds Sterling 1,312 (31 July 2007: Pounds Sterling 1,312)
The following consultancy fees were payable at 31 July 2008:
Altius Mineral Corporation for the consultancy services of J Baker &
B Dalton Pounds Sterling 4,400 (31 July 2007: Pounds Sterling 18,700)
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These balances were all accrued at the period end.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Going Concern
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 alternative
ways of financing the project through to the production stage. These include various forms of debt financing,
working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last
resort, equity financing. Despite, the turmoil in the world financial system, the directors remain confident
that the necessary finance can be successfully raised before 31 July 2009 and have therefore concluded that the
Group is a going concern.
Impairment Assessment of Exploration Properties
The Directors have assessed whether the exploration and evaluation costs have suffered any impairment by
considering resource estimates, future processing capacity, the forward market and longer term price estimates
for Copper. 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 2008 fiscal year, the parent company granted a number of individuals employee stock options. 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
The Group adopted the amendments in IAS1 - Presentation of Financial Statements and IFRS7 - Financial
Instruments - Disclosures during the period.
International Financial Reporting Standards that have recently been issued or amended but are not yet effective
have not been adopted for the annual reporting period ended 31 July 2008:
/T/
Application Application
IFRS Nature of change to date of date for
/Amendment Title accounting policy standard Group
----------------------------------------------------------------------------
IFRS 8 Operating No change to accounting Supersedes 1 August
segments policy, therefore, no IAS 14 from 2009
impact 1 January
2009
----------------------------------------------------------------------------
IAS 23 Borrowing Finance costs directly 1 January 1 August
amendment costs related to non-current 2009 2009
assets will be
capitalised
----------------------------------------------------------------------------
IFRS 3 Business No change to accounting 1 July 1 August
/IAS 27 combinations policy, therefore, no 2009 2009
revised /consolidated impact
and separate
financial
statements
----------------------------------------------------------------------------
IFRS 2 Share-based No change to accounting 1 January 1 August
amendment payment policy, therefore, no 2009 2009
impact
----------------------------------------------------------------------------
IFRIC 16 Hedges of a No change to accounting 1 October 1 August
net investment policy, therefore, no 2008 2009
in a foreign impact
operation
----------------------------------------------------------------------------
/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.
IFRIC's 12 to 15 have been issued but in the opinion of the Directors are not relevant to the operations of the
Group.
OUTSTANDING SHARE DATA
/T/
As at the date of this MD&A the following securities are outstanding:
Ordinary Shares 59,385,000
Warrants 4,675,000
Compensation options 478,200
Options 1,270,000
-----------
Total 65,808,200
-----------
/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.
FORWARD-LOOKING INFORMATION
This MD&A contains "forward-looking information" which may include, but is not limited to, statements with
respect to the future financial or operating performance of the Group, its subsidiaries and its projects,
exploration expenditures, costs and timing of the development of new deposits, costs and timing of future
exploration, requirements for additional capital, government regulation of mining exploration, environmental
risks, title disputes or claims and limitations of insurance coverage. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements of the parent company and/or its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such factors include, among
others, general business, economic, competitive, political and social uncertainties; the actual results of
current exploration activities; conclusions of economic evaluations; fluctuations in the relative value of
United States dollars, Canadian dollars and British Pounds; changes in planned parameters as plans continue to
be refined; future prices of metals and commodities; possible variations of ore grade or recovery rates;
failure of equipment; accidents and other risks of the mining exploration industry; political instability,
insurrection or war; delays in obtaining governmental approvals or financing or in the completion of
development or construction activities, as well as those factors discussed in the section entitled "Risk
Factors" in this MD&A. Although the Group has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in forward-looking statements, there may
be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are made as of the date of this MD&A and the Group disclaims any
obligation to update any forward-looking statements, whether as a result of new information, future events or
results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking statements.
RISK FACTORS
An investment in Rambler should be considered highly speculative due to its present stage of development, the
nature of its operations and certain other factors. An investment in Rambler's securities should only be made
by persons who can afford the total loss of their investment. The risk factors which should be taken into
account in assessing Rambler's activities and an investment in securities of Rambler include, but are not
limited to, those set out below. Should any one or more of these risks occur, it could have a material adverse
effect on the value of securities of Rambler and the business, prospects, assets, financial position or
operating results of Rambler, any one of which may have a significant adverse effect on the price or value of
any securities of Rambler.
The risks noted below do not necessarily comprise all those faced by Rambler and are not intended to be
presented in any assumed order of likelihood or magnitude of consequences.
Dependence on a Single Property
Rambler's activities are focused primarily on the Rambler Property. Any adverse changes or developments
affecting this property would have a material and adverse effect on Rambler's business, financial condition,
results of operations and prospects.
Success of Current and Future Exploration Cannot be Assured
The exploration and development of mineral deposits involves significant financial risks over a prolonged
period of time, which even a combination of careful evaluation, experience and knowledge cannot eliminate.
While discovery of a mineral structure may result in substantial rewards, few properties which are explored are
ultimately developed into producing mines. Major expenditure may be required to establish mineral reserves by
drilling and to construct mining and processing facilities at a site. It is impossible to ensure that
exploration will ever result in the discovery of an economically viable mineral deposit or in a profitable
commercial mining operation.
Liquidity and Investment Risk
The share prices of publicly quoted companies can be volatile. The price of shares is dependent upon a number
of factors some of which are general or market or sector specific and others that are specific to the Group.
Although the Ordinary Shares are traded on AIM and TSX-V, this should not be taken as implying that there will
be a liquid market for them. An investment in the Ordinary Shares may be difficult to realize. Accordingly,
each prospective investor should view his purchase of the Ordinary Shares as a long-term investment and should
not consider such purchase unless he is certain he will not have to liquidate his investment for an indefinite
period of time.
The value of the Ordinary Shares may go down as well as up. Investors may therefore realise less than their
original investment, or sustain a total loss of their investment.
The Directors, their associates and Altius control approximately 45% of the Group's share capital. As a result,
these shareholders will be able to exercise significant influence or control over matters requiring shareholder
approval, including the election of directors and approval of significant corporate transactions.
Copper Price Volatility
Rambler's revenues, if any, are expected to be derived from the extraction and sale of copper concentrate. The
price of copper has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond
Rambler's control including international, economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and
increased production due to new extraction developments and improved extraction and production methods. In
recent years the price of copper has been affected by changes in the worldwide balance of copper supply and
demand, largely resulting from economic growth and political conditions in China and other major developing
economies. While this demand has resulted in higher prices for copper in recent years, if Chinese economic
growth slows, it could result in lower demand for copper. The effect of these factors on the price of copper
cannot be accurately predicted. Any material decrease in the prevailing price of copper for any significant
period of time would have an adverse and material impact on the economic evaluations contained in this MD&A and
on Rambler's results of operations and financial condition.
Exploration, Mining and Processing Licences
The Group's proposed exploration, mining and processing activities are dependent upon the grant of appropriate
licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to
limitations. There is no guarantee that, upon completion of any exploration a mining licence or lease will be
granted with respect to exploration territory. There can be no assurance that any exploration licence will be
renewed or if so, on what terms.
These licences place a range of past, current and future obligations on the Group. In some cases there could be
adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension
or termination of the relevant licence or related contract.
Short Operating History
The Group does not have a long established trading record. The Group is at an early stage of development and
success will depend upon its ability to manage the exploration of the Rambler Property and to identify and take
advantage of further opportunities that may arise.
The Group has not earned profits to date and there is no assurance that it will do so in the future.
The Group plans to explore and develop its properties through the use of third party contractors and
consultants. However, there can be no assurance that it will be able to complete its exploration programmes on
time or to budget, or that the current personnel, systems, procedures and controls will be adequate to support
the Group's operations. Any failure of management to identify problems at an early stage could have an adverse
impact on the Group's financial performance.
Dependence on Key Personnel
The Group relies on a limited number of key directors and personnel. However, there is no assurance that the
Group will be able to retain such key directors and personnel. If such personnel do not remain active in the
Group's business, its operations could be adversely affected.
Dependence on Third Parties
The Group makes use of independent consultants and contractors in the development of its business and
operations. Accordingly, the success of the Group's operations will be dependent upon the performance of
services by such third parties, and failure to do so may seriously affect or prevent the Group from fulfilling
its planned operational goals.
Acquisition Strategy
It is the intention of the Group to grow through the development of the Rambler Property and through
acquisition. However, there can be no assurance that the Group will be able to successfully identify and
acquire other base metal properties business beyond the Rambler Property.
Although it is the Group's intention to utilize the issuance of new Ordinary Shares to satisfy all or part of
any consideration payable for acquisitions, prospective vendors may not be prepared to accept these shares.
The ability of the Group to make appropriate acquisitions is dependent upon suitable opportunities becoming
available to the Group.
Additional Requirement for Capital
The Group will need to raise additional capital in due course to fund anticipated future operations. Future
development of the Rambler Property, future acquisitions, base metal prices, environmental rehabilitation or
restitution, revenues, taxes, capital expenditures and operating expenses and geological and processing
successes are all factors which will have an impact on the amount of additional capital required.
Any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve
restrictions on financing and operating activities. There is no assurance that additional financing will be
available on terms acceptable to the Group. If the Group is unable to obtain additional financing as needed, it
may be required to reduce the scope of its operations or anticipated expansion, forfeit its interests in some
or all of its properties, incur financial penalties and reduce or terminate its operations.
Geological Risks
Geological conditions can only be predicted with a certain degree of accuracy. Any base metal exploration
programme entails risks relating to the location of economic orebodies and the development of appropriate
metallurgical processes. While the Group has had the benefit of a review of the Rambler Property by a qualified
independent geologist, no assurance can be given that any exploration programme on the Rambler Property or on
any properties acquired by the Group will result in any new commercial mining operation or in the discovery of
new resources.
Currency
Fluctuations in currency exchange rates may adversely affect the Group's financial position. Management has
determined the British pound as the Group's reporting currency. Fluctuations in currency exchange rates,
particularly equipment acquisition costs denominated in currencies other than British Pounds, may significantly
impact the Group's financial position and results. The Group does not have in place a policy for managing or
controlling foreign currency risks since, to date, the Group's primary activities have not resulted in material
exposure to foreign currency risk.
Currency fluctuations may affect the cash flow that the Group hopes to realize from its operations, as minerals
and base metals are sold and traded on the world markets in United States Dollars. The Group's anticipated
costs will be incurred primarily in British Pounds sterling and Canadian Dollars.
Environmental Regulations
The Group is subject to substantial environmental and other regulatory requirements and such regulations are
becoming more stringent. All phases of our development operations are subject to environmental regulations.
Environmental legislation is evolving in a manner which will require stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers, directors and employees. There is
no assurance that future changes in environmental regulation, if any, will not adversely affect our operations.
Environmental hazards currently unknown to the Group, may exist on the properties in which interests are held
and which may have been caused by previous or existing owners or operators of the properties.
The Group's operations are subject to environmental regulation inherent in the mineral exploration, mining and
processing industry (including regular environmental impact assessments and permitting). Environmental
legislation and permitting are likely to evolve in a manner which will require stricter standards and
enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and their directors and employees.
Ineffective environmental management or accidental spillage of toxic materials could result in a significant
environmental disaster resulting in large clean-up costs, potential fines or mine closure.
The Group is unable to predict the effect of additional environmental law and regulations which may be adopted
in the future, and the cost of the Group's operations may be increased by changes in legislative requirements
or increased legal liabilities within the jurisdictions in which the Group operates or will operate.
Lack of Earnings and Dividend Record
The Group has no earnings or dividend record. No dividends on Ordinary Shares have been paid since
incorporation and the Group does not anticipate doing so for the foreseeable future. Payments of any dividends
will be at the discretion of the Board of Directors after taking into account many factors, including the
Group's financial condition and current and anticipated cash needs.
Uninsurable Losses
The Group as a participant in exploration and mining programmes, may become subject to liability for hazards
that cannot be insured or against which it may elect not to be insured because of high premium costs.
RAMBLER METALS AND MINING PLC
REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 JULY 2008
The Directors present their report with the audited financial statements of the Group for the year ended 31
July 2008.
PRINCIPAL ACTIVITY
The principal activity of the Group is the development and exploration programme that the Group is carrying out
at the Rambler copper and gold property in Baie Verte, Newfoundland, Canada. The principal activity of the
parent company is that of a holding company.
REVIEW OF BUSINESS
A review of the Group's business and prospects is set out in the Management's Discussion and Analysis.
FUTURE DEVELOPMENTS
The Group is looking forward to advancing its exploration programme on the Rambler property during the coming
year and progressing underground mining development, securing mill capacity and environmental pre-feasibility
studies. In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. Further funding is raised as and when required. When the Group's project moves
to the development stage, specific financing will be required.
DIVIDENDS
No dividends will be distributed for the year ended 31 July 2008.
DIRECTORS
The Directors during the period under review were:
J A Baker
B F Dalton
D H W Dobson
S Neamonitis
G Ogilvie (appointed 3 March 2008)
J M Roberts
L D Goodman
B Hinchcliffe
POLICY ON PAYMENT OF CREDITORS
It is the Group's and Company's policy to settle all amounts due to creditors in accordance with agreed terms
of supply and market practice in the relevant country.
The Group's average creditor payment period at 31 July 2008 was 24 days (2007: 40 days). The Company's average
creditor payment period at 31 July 2008 was 16 days (2007: 40 days).
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the year, the Group made charitable donations of Pounds Sterling 2,942 (2007: Pounds Sterling 1,485) to
various charities in the Baie Verte area.
SUBSTANTIAL SHARE INTERESTS
At 20 October 2008 the parent Company was aware of the following substantial share interests:
/T/
Number of Ordinary Shares % of Share Capital
CDS & Co 12,575,422 22.30%
Altius Resources Inc. 12,000,000 20.21%
Zila Corporation 6,499,999 10.95%
HSBC Global Custody
Nominee (UK) Limited 3,091,500 5.21%
Chase Nominees Limited 2,885,000 4.86%
Nortrust Nominees
Limited 2,867,000 4.83%
The Bank of New York
(Nominees) Limited 2,223,400 3.74%
Roy Nominees Limited 2,057,000 3.46%
Vidacos Nominees
Limited 2,008,701 3.38%
/T/
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 each of which is
discussed in note 18 to the Financial Statements. There were no derivative instruments outstanding at 31 July
2008.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as each of the directors are aware, there is no relevant audit information (as defined by Section 234ZA
of the Companies Act 1985) of which the Group's auditors are unaware, and they have taken all the steps that
they ought to have taken as directors in order to make them aware of any relevant audit information and to
establish that the Group's auditors are aware of that information.
AUDITORS
The auditors, PKF (UK) LLP, will be proposed for re-appointment in accordance with Section 489 of the Companies
Act 2006.
ON BEHALF OF THE BOARD:
L Little
Company Secretary
21 October 2008
RAMBLER METALS AND MINING PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have, as required by the AIM Rules of the London Stock Exchange, prepared the group financial
statements in accordance with International Financial Reporting Standards as adopted by the European Union and
have also elected to prepare the company financial statements in accordance with those standards. The financial
statements are required to give a true and fair view of the state of affairs of the company and the group and
of the loss of the group for that period. In preparing these financial statements the directors are required
to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at
any time the financial position of the company and the group and enable them to ensure that the financial
statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the
group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company's website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included in annual reports may differ from
legislation in other jurisdictions.
RAMBLER METALS AND MINING PLC
CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 JULY 2008
In formulating the Group's corporate governance procedures the Board of Directors takes due regard of the
principles of good governance set out in the Revised Combined Code issued by the Financial Reporting Council in
June 2006 (as appended to the Listing Rules of the Financial Services Authority) and the size and development
of the Group. The Group also has regard to the Quoted Companies Alliance (QCA) Guidelines on Corporate
Governance for AIM Companies.
The Board of Rambler Metals and Mining PLC is made up of one executive Director and seven non-executive
Directors. D H W Dobson is the senior non-executive director and G Ogilvie is the Group's President and Chief
Executive. It is the Board's policy to maintain independence by having at least half of the Board comprising
non-executive directors. The structure of the Board ensures that no one individual or group dominates the
decision making process.
The Board ordinarily meets no less than quarterly providing effective leadership and overall control of the
Group's affairs through the schedule of matters reserved for its decision. This includes the approval of
budgets and business plans, items of major capital expenditure, risk management policies and the approval of
the financial statements. Formal agendas, papers and reports are sent to the directors in a timely manner,
prior to Board meetings. The Board also receives a summary financial report before each Board meeting. The
Board delegates certain of its responsibilities to Board committees which have clearly defined terms of
reference. Between the Board meetings, the executive Director, the interim Chief Financial Officer and some of
the non-executive directors meet on a regular basis to review and discuss progress.
All Directors have access to the advice and services of the company secretary, who is responsible for ensuring
that all Board procedures are followed. Any Director may take independent professional advice at the Group's
expense in the furtherance of his duties.
The Audit Committee meets not less than quarterly and considers the Group's financial reporting (including
accounting policies) and internal financial controls, is chaired by J M Roberts, the other members being L
Goodman and J A Baker. The committee receives reports from management and from the Group's auditors. The Group
has in place a series of procedures and controls designed to identify and prevent the risk of loss. These
procedures are formally documented and are reported on regularly. The Audit Committee has reviewed the systems
in place and considers these to be appropriate.
The Remuneration Committee meets at least once a year and is responsible for making decisions on directors'
remuneration packages is chaired by L Goodman. J M Roberts and J A Baker are the other committee members.
Remuneration of executive Directors is established by reference to the remuneration of executives of equivalent
status both in terms of time commitment, level of responsibility of the position and by reference to their job
qualifications and skills. The Remuneration Committee will also have regard to the terms which may be required
to attract an executive of equivalent experience to join the Board from another company. Such packages include
performance related bonuses and the grant of share options.
The Board attaches importance to maintaining good relationships with all its shareholders and ensures that all
price sensitive information is released to all shareholders at the same time in accordance with AIM and Toronto
Stock Exchange-Venture market rules. The Group's principal communication is through the Annual General Meeting
and through the annual report and accounts, quarterly and interim statements.
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF RAMBLER METALS AND MINING PLC
We have audited the group and parent company financial statements ('the financial statements') of Rambler
Metals and Mining plc for the year ended 31 July 2008 which comprise the consolidated income statement and the
consolidated and company balance sheets, cash flow statements and statements of recognised income and expense
and the related notes. The financial statements have been prepared under the accounting policies set out
therein.
This report is made solely to the company's members, as a body, in accordance with section 235 of the Companies
Act 1985. Our audit work has been undertaken so that we might state to the company's members those matters we
are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors' responsibilities for preparing the annual report and the financial statements in accordance with
applicable law and International Financial Reporting Standards ('IFRSs') as adopted by the European Union are
set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and have been
properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the
information given in the directors' report is consistent with the financial statements. The information in the
Report of the Directors includes that specific information presented in the Management's Discussion and
Analysis that is cross referenced from the business review section of the Report of the Directors.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have
not received all the information and explanations we require for our audit, or if information specified by law
regarding directors' remuneration and other transactions is not disclosed.
We read other information contained in the annual report and consider whether it is consistent with the audited
financial statements. The other information comprises only the Report of the Directors, the Chairman's
Statement, the Management's Discussion and Analysis and Corporate Governance Report. We consider the
implications for our report if we become aware of any apparent misstatements or material inconsistencies with
the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements. It also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the Group's and Company's circumstances, consistently applied and adequately
disclosed.
We planned and performed our audit so as to obtain all the information and explanations we considered necessary
in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are
free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
- the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European
Union, of the state of the group's affairs as at 31 July 2008 and of its loss for the year then ended;
- the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by the
European Union as applied in accordance with the provisions of the Companies Act 1985, of the state of the
parent company's affairs as at 31 July 2008;
- the financial statements have been properly prepared in accordance with the Companies Act 1985; and
- the information given in the Report of the Directors is consistent with the financial statements.
Separate opinion in relation to IFRSs
As explained in Note 2(a) to the group financial statements the group, in addition to complying with IFRSs as
adopted by the European Union, has also complied with IFRSs as issued by the International Accounting Standards
Board.
In our opinion the group financial statements give a true and fair view, in accordance with IFRSs, of the state
of the group's affairs as at 31 July 2008 and of its loss for the year then ended.
Emphasis of matter - adequacy of project finance and going concern
In forming our opinion, which is not qualified, we have considered the adequacy of disclosures made in note 1
to the financial statements concerning the requirement for the company to raise further funding to complete the
evaluation and development of the Rambler mine. The current funding position, along with the other matters
explained in note 1 to the financial statements, indicate the existence of a material uncertainty which may
cast significant doubt about the Company and the Group's ability to continue as a going concern. If the company
is unable to secure such additional funding, this may have a consequential impact on the carrying value of the
related assets and the investment of the parent company. The requirement for, or outcome of, any future
financing cannot presently be determined, and no adjustments to asset carrying values that may be necessary
should the company be unsuccessful have been recognised in the financial statements.
PKF UK LLP
Registered Auditors
LONDON, UK
21 October 2008
RAMBLER METALS AND MINING PLC
INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF RAMBLER METALS AND MINING PLC IN RESPECT OF COMPATIBILITY WITH
CANADIAN GAAS
In accordance with the requirement contained in National Instrument 52-107 we report below on the compatibility
of Canadian Generally Accepted Auditing Standards ("Canadian GAAS") and International Standards on Auditing (UK
and Ireland).
We conducted our audit for the year ended 31 July 2008 in accordance with International Standards of Auditing
(UK and Ireland). There are no material differences in the form or content of our audit report, except as noted
below, as compared to an auditors' report prepared in accordance with Canadian GAAS and if this report were
prepared in accordance with Canadian GAAS it would not contain a reservation.
An audit report issued in accordance with Canadian GAAS does not require the Emphasis of Matter paragraph that
is included in the United Kingdom Independent Auditors' Report for the year ended 31 July 2008 given above. In
all other respects, there are no material differences in the form and content of the above noted auditors'
report.
PKF (UK) LLP
London, UK
21 October 2008
/T/
RAMBLER METALS AND MINING PLC
CONSOLIDATED INCOME STATEMENT
For the Year Ended 31 July 2008
Note 2008 2007
Pounds Pounds
Sterling Sterling
Revenue - -
Cost of sales - -
Gross profit - -
----------------------
Administrative expenses (948,769) (861,114)
----------------------
Operating loss 4 (948,769) (861,114)
----------------------
Bank interest receivable 185,607 148,793
Finance costs (41,946) (4,296)
----------------------
Net financing income 143,661 144,497
----------------------
Loss before tax (805,108) (716,617)
Income tax credit 6 (70,303) (47,388)
----------------------
Loss for the period (734,805) (669,229)
----------------------
----------------------
Loss per share
Note 2008 2007
Pounds Pounds
Sterling Sterling
Basic and diluted loss per share (p) 15 (1.4p) (1.6p)
----------------------
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the Year Ended 31 July 2008
2008 2007
Pounds Pounds
Sterling Sterling
Foreign exchange translation differences 706,947 (153,821)
Loss for the period (734,805) (669,229)
----------------------
Total recognised income and expense for the period (27,858) (823,050)
----------------------
----------------------
COMPANY STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the Year Ended 31 July 2008
2008 2007
Pounds Pounds
Sterling Sterling
Loss for the period (503,182) (585,351)
----------------------
Total recognised income and expense for the period (503,182) (585,351)
----------------------
----------------------
RAMBLER METALS AND MINING PLC
BALANCE SHEETS
As at 31 July 2008
Note Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Assets
Property, plant and
equipment 8 2,621,367 1,410 2,137,086 2,544
Intangible assets 9 12,125,573 - 5,941,947 -
Investments 10 - 16,904,669 - 12,296,920
----------------------------------------------
Total non-current assets 14,746,940 16,906,079 8,079,033 12,299,464
----------------------------------------------
Trade and other
receivables 12 189,385 36,111 203,534 61,456
Cash and cash
equivalents 13 5,107,509 1,310,153 6,590,372 1,010,995
----------------------------------------------
Total current assets 5,296,894 1,346,264 6,793,906 1,072,451
----------------------------------------------
Total assets 20,043,834 18,252,343 14,872,939 13,371,915
----------------------------------------------
----------------------------------------------
Equity
Issued capital 593,850 593,850 497,000 497,000
Share premium 18,699,659 18,699,659 13,356,081 13,356,081
Reserves 864,554 - 157,607 -
Retained earnings (1,425,462) (1,136,526) (789,148) (635,205)
----------------------------------------------
Total equity 14 18,732,601 18,156,983 13,221,540 13,217,876
----------------------------------------------
Liabilities
Interest-bearing loans
and borrowings 17 454,370 - 539,271 -
Deferred tax liabilities 11 - - 68,159 -
----------------------------------------------
Total non-current
liabilities 454,370 - 607,430 -
----------------------------------------------
Interest-bearing loans
and borrowings 17 136,667 - 183,536 -
Trade and other payables 16 720,196 95,360 860,433 154,039
----------------------------------------------
Total current liabilities 856,863 95,360 1,043,969 154,039
----------------------------------------------
Total liabilities 1,311,233 95,360 1,651,399 154,039
----------------------------------------------
Total equity and
liabilities 20,043,834 18,252,343 14,872,939 13,371,915
----------------------------------------------
----------------------------------------------
ON BEHALF OF THE BOARD:
Director
Approved and authorised for issue by the Board on 21 October 2008
RAMBLER METALS AND MINING PLC
STATEMENTS OF CASH FLOWS
For the Year Ended 31 July 2008
Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cash flows from operating
activities
Operating loss (948,769) (557,731) (861,114) (679,195)
Depreciation 6,135 1,134 3,187 719
Share based payments 98,491 1,861 100,947 100,947
Decrease/(increase) in debtors 13,218 24,414 (109,229) (37,970)
(Decrease)/increase in creditors (36,638) (58,680) 232,259 69,079
----------------------------------------------
Cash utilised in operations (867,563) (589,002) (633,950) (546,420)
Interest paid (41,946) - (4,296) -
----------------------------------------------
Net cash from operating
activities (909,509) (589,002) (638,246) (546,420)
----------------------------------------------
Cash flows from investing
activities
Interest received 186,538 55,481 167,978 94,711
Balance paid for acquisition
of Rambler Metals & Mining
(Canada) Limited - - (138,797) -
Investment in subsidiaries - (4,607,749) - (7,690,574)
Acquisition of evaluation
and exploration assets (4,934,892) - (3,346,470) -
Acquisition of property,
plant and equipment (1,137,741) - (1,431,353) (2,125)
----------------------------------------------
Net cash from investing
activities (5,886,095) (4,552,268) (4,748,642)(7,597,988)
----------------------------------------------
Cash flows from financing
activities
Proceeds from the issue of
share capital 5,806,625 5,806,625 6,726,376 6,726,376
Payment of transaction costs (366,197) (366,197) (438,220) (438,220)
Capital element of finance
lease payments (191,777) - (46,387) -
----------------------------------------------
Net cash from financing
activities 5,248,651 5,440,428 6,241,769 6,288,156
----------------------------------------------
Net (decrease)/increase
in cash and cash equivalents (1,546,953) 299,158 854,881 (1,856,252)
Cash and cash equivalents
at beginning of period 6,590,372 1,010,995 5,499,008 2,867,247
Effect of exchange rate
fluctuations on cash held 64,090 - 236,483 -
----------------------------------------------
Cash and cash equivalents
at end of period 5,107,509 1,310,153 6,590,372 1,010,995
----------------------------------------------
----------------------------------------------
/T/
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Nature of operation and going concern
The principal activity of the Group is the development and exploration programme that the Group is carrying out
at the Rambler copper and gold property in Baie Verte, Newfoundland, Canada.
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 programmes, 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 alternative
ways for financing the project through to the production stage. These include various forms of debt financing,
working in partnership with larger mining groups, evaluating closer collaboration with smelters and as a last
resort, equity financing. Despite the recent turmoil in the world financial system, the directors remain
confident that the necessary finance can be successfully raised before 31 July 2009 and have therefore
concluded that the Group is a going concern.
2 Significant accounting policies
Rambler Metals and Mining Plc (the "Company") is a company registered in England and Wales. The consolidated
financial statements of the Company for the year ended 31 July 2008 comprise the Company and its subsidiaries
(together referred to as the "Group").
(a) Statement of compliance
The consolidated financial statements of Rambler Metals and Mining plc 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. They have also been prepared with those parts of the Companies Act 1985 applicable to
companies reporting under IFRS.
The Group adopted the amendments in IAS1 - Presentation of Financial Statements and IFRS7 - Financial
Instruments - Disclosures during the period. The application of IFRS 7 and IAS 1 (Amendment) in the year ended
31 July 2008 have not affected the balance sheets or consolidated income statement as the standards are
concerned with disclosure only. International Financial Reporting Standards that have recently been issued or
amended but are not yet effective have not been adopted for the annual reporting period ended 31 July 2008:
/T/
Application Application
IFRS Nature of change to date of date for
/Amendment Title accounting policy standard Group
----------------------------------------------------------------------------
IFRS 8 Operating No change to accounting Supersedes 1 August
segments policy, therefore, no IAS 14 from 2009
impact 1 January
2009
----------------------------------------------------------------------------
IAS 23 Borrowing Finance costs directly 1 January 1 August
amendment costs related to exploration 2009 2009
assets will be
capitalised
----------------------------------------------------------------------------
IFRS 3 Business No change to accounting 1 July 1 August
/IAS 27 combinations policy, therefore, no 2009 2009
revised /consolidated impact
and separate
financial
statements
----------------------------------------------------------------------------
IFRS 2 Share-based No change to accounting 1 January 1 August
amendment payment policy, therefore, no 2009 2009
impact
----------------------------------------------------------------------------
IFRIC 16 Hedges of a No change to accounting 1 October 1 August
net investment policy, therefore, no 2008 2009
in a foreign impact
operation
----------------------------------------------------------------------------
/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.
IFRIC's 12 to 15 have been issued but in the opinion of the directors are not relevant to the operations of the
Group.
(b) Basis of preparation
The financial statements are presented in British pounds, rounded to the nearest pound. They are prepared on
the historical cost basis.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the circumstances, the results of which form
the basis of making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision affects both current and future periods.
Judgements made by management in the application of IFRS that have a significant effect on the financial
statements and estimates with a significant risk of material adjustment in the next year are discussed in note
21.
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements.
The accounting policies have been applied consistently by Group entities.
(c) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its
activities. In assessing control, potential voting rights that presently are exercisable or convertible are
taken into account. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
(ii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup
transactions, are eliminated in preparing the consolidated financial statements.
(d) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the
balance sheet date are translated to the functional currency at the foreign exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets
and liabilities that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated to the functional currency at foreign exchange rates
ruling at the dates the fair value was determined.
(ii) Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
consolidation, are translated to British pounds at foreign exchange rates ruling at the balance sheet date. The
revenues and expenses of foreign operations are translated to British pounds at rates approximating to the
foreign exchange rates ruling at the dates of the transactions.
(iii) Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations are taken to
translation reserve. They are released into the income statement upon disposal.
(e) Property, plant and equipment
(i) Owned assets
Items of property, plant and equipment are stated at cost. The cost of self-constructed assets includes the
cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and
removing the items and restoring the site on which they are located.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
(ii) Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified
as finance leases.
(iii) Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing
part of such an item when that cost is incurred if it is probable that the future economic benefits embodied
with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are
recognised in the income statement as an expense as incurred.
(iv) Depreciation
Depreciation is charged to the income statement or capitalised as part of the exploration and evaluation costs
where appropriate, on a straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
/T/
- buildings 5 to 10 years
- plant and equipment 2 to 5 years
- motor vehicles 3 years
- computer equipment 3 years
- fixtures, fittings and equipment 3 years
/T/
The estimated useful lives of the assets are considered annually and restated as required.
(f) Intangible assets
(i) Goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents amounts
arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1
September 2005, goodwill represents the difference between the cost of the acquisition and the fair value of
the net identifiable assets acquired.
In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, which
represents the amount recorded under previous GAAP.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating
units and is not amortised but is tested annually for impairment (see accounting policy (j)).
Negative goodwill arising on an acquisition is recognised directly in the income statement.
(ii) Exploration and evaluation costs
These comprise costs directly incurred in exploration and evaluation as well as the cost of mineral licences.
They are capitalised as intangible assets pending determination of the feasibility of the project. When the
existence of economically recoverable reserves is established the related intangible assets are transferred to
property, plant and equipment and the exploration and evaluation costs are amortised on a depletion percentage
basis. Where a project is abandoned or is determined not to be economically viable, the related costs are
written off. The recoverability of deferred exploration and evaluation costs is dependent upon a number of
factors common to the natural resource sector. These include the extent to which the Group can establish
economically recoverable reserves on its properties, the ability of the Group to obtain necessary financing to
complete the development of such reserves and future profitable production or proceeds from the disposition
thereof.
(g) Investments
Investments are stated at their cost less impairment losses (see accounting policy j).
(h) Trade and other receivables
Trade and other receivables are stated at their cost less impairment losses (see accounting policy j).
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on
demand and form an integral part of the Group's cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.
(j) Impairment
The carrying amounts of the Group's assets (except deferred exploration and evaluation costs (see accounting
policy (f)(ii)) and deferred tax assets (see accounting policy 2(o)), are reviewed at each balance sheet date
to determine whether there is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated (see accounting policy 2(j)(i)).
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for
use, the recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying
amount of the other assets in the unit (group of units) on a pro rata basis.
(i) Calculation of recoverable amount
Receivables with a short duration are not discounted.
The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for
the cash-generating unit to which the asset belongs.
(ii) Reversals of impairment
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.
(k) Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as
a result of a past event, and it is probable that an outflow of economic benefits will be required to settle
the obligation. If the effect is material, provisions are determined by discounting the expected future cash
flows at a pre-tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
(l) Trade and other payables
Trade and other payables are stated at amortised cost.
(m) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the
term of the lease. Lease incentives received are recognised in the income statement as an integral part of the
total lease expense.
(ii) Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding
liability. The finance charge is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability.
(iii) Borrowing costs
Borrowing costs are recognised in the income statement.
(n) Equity settled share based payments
All share based payments are recognised in the financial statements.
All goods and services received in exchange for the grant of any share-based remuneration are measured at their
fair values. Fair values of employee services are determined indirectly by reference to the fair value of the
share options awarded. Their value is appraised at the grant dates and excludes the impact of non-market
vesting conditions.
All share-based remuneration is ultimately recognised as an expense in the income statement with a
corresponding credit to the profit and loss account in the balance sheet.
If vesting periods apply, the expense is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any
indication that the number of share options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense
recognised in prior periods if the number of share options ultimately exercised is different to that estimated
on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to
share capital.
(o) Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in
the income statement except to the extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax
purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit,
and differences relating to investments in subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted
at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
3. Segment reporting
A segment is a component of the Group distinguishable by economic activity (business segment) or by its
geographical location (geographical segment) which is subject to risks and returns that are different from
those of other segments. The Group's only business segment is the exploration for, and development of, copper
deposits. All the Group's activities are related to the exploration for, and development of, copper in
Newfoundland, Canada with support provided from the UK. In presenting information on the basis of geographical
segments, segment assets and the cost of acquiring them are based on the geographical location of the assets.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets and where
the assets are located. There was no Group turnover during the period (2007: Pounds Sterling nil).
/T/
2008 2007
Pounds Pounds
Sterling Sterling
Total assets
Canada 18,696,160 13,797,156
UK 1,347,674 1,075,783
-------------------------
Total 20,043,834 14,872,939
-------------------------
-------------------------
2008 2007
Pounds Pounds
Sterling Sterling
Capital expenditure on deferred exploration and
evaluation costs
Canada 5,638,837 3,195,472
UK - -
-------------------------
Total 5,638,837 3,195,472
-------------------------
-------------------------
Capital expenditure on property, plant and
equipment
Canada 1,072,786 2,252,389
UK - -
-------------------------
Total 1,072,786 2,252,389
-------------------------
-------------------------
Result for the year
Canada (231,624) (83,878)
UK (503,181) (585,351)
-------------------------
Total (734,805) (669,229)
-------------------------
-------------------------
4. Operating loss
The operating loss is after charging/(crediting):
2008 2007
Pounds Pounds
Sterling Sterling
Depreciation - owned assets 6,135 3,187
Directors' emoluments (see note 20) 98,422 68,234
Auditors' remuneration:
Audit of these financial statements 29,201 26,703
Fees payable to the auditor for other services:
Audit of accounts of associates of the Company
pursuant to legislation 3,000 2,750
Other services pursuant to legislation - 21,430
Other services related to tax 42,675 12,165
Other services relating to corporate finance 2,000 38,486
Other services 2,900 3,900
Operating lease rentals 42,833 29,848
Foreign exchange differences 94 (15,992)
-------------------------
-------------------------
/T/
The Audit Committee reviews the nature and extent of non-audit services to ensure that independence is
maintained. Included in other services relating to corporate finance is an amount of Pounds Sterling nil (2007:
Pounds Sterling 11,325) which has been charged against the share premium account.
5. Personnel expenses
/T/
Salary costs
Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Wages and salaries 1,482,703 148,400 599,367 143,233
Share based payments 98,491 1,861 100,947 100,947
Compulsory social security
contributions 109,393 12,468 49,775 8,279
--------------------------------------------
1,690,587 162,729 750,089 252,459
--------------------------------------------
--------------------------------------------
Salary costs of Pounds Sterling 1,302,809 (2007: Pounds Sterling 404,339)
were capitalised as exploration and evaluation costs during the year.
Number of employees
The average number of employees during the year was as follows:
Group Company Group Company
2008 2008 2007 2007
Directors 7 7 7 7
Administration 3 2 4 2
Exploration and evaluation 36 - 19 -
------------------------------------------
46 9 30 9
------------------------------------------
------------------------------------------
During the year the Group granted share options to key personnel to purchase
shares in the entity. The options are exercisable at the market price of the
shares at the date of grant and vest immediately.
The number and weighted average exercise prices of share options are as
follows:
Weighted average Number of Weighted average Number of
exercise price options exercise price options
2008 2008 2007 2007
Outstanding at
the beginning
of the period 40.4p 505,000 32p 100,000
Granted during
the period 52.9p 765,000 42.5p 405,000
Outstanding and
exercisable at
the end of the
period 47.9p 1,270,000 40.4p 505,000
/T/
The options outstanding at 31 July 2008 have an exercise price in the range of 32p to 55p and a weighted
average remaining contractual life of 8 years (2007: 9 years).
Share-based payments
The fair value of services received in return for share options granted are measured by reference to the fair
value of share options granted. The estimate of the fair value of the services received is measured based on
the Black-Scholes model. The contractual life of the option (10 years) is used as an input into this model.
Expectations of early exercise are incorporated into the Black-Scholes model.
/T/
Fair value of share options and assumptions 2008 2007
Pounds Pounds
Sterling Sterling
Fair value at measurement date 98,491 100,947
------------------------
Share price (weighted average) 47.9p 42.5p
Exercise price (weighted average) 47.9p 42.5p
Expected volatility (expressed as weighted average
volatility used in the modelling under
Black-Scholes model) 63.2% 68.5%
Expected option life 5 5
Expected dividends 0 0
Risk-free interest rate (based on national
government bonds) 4.30% 4.65%
The expected volatility is based on the historic volatility (calculated
based on the weighted average remaining life of the share options), adjusted
for any expected changes to future volatility due to publicly available
information.
There are no service or market conditions associated with the share option
grants.
2008 2007
Pounds Pounds
Sterling Sterling
Share options granted in 2007 - 100,947
Share options granted in 2008 98,491 -
----------------------
Total expense recognised as employee costs 98,491 100,947
----------------------
----------------------
6. Income tax credit
Recognised in the income statement
2008 2007
Pounds Pounds
Sterling Sterling
Current tax expense
Current year - -
----------------------
- -
Deferred tax credit
Origination and reversal of temporary differences 210,094 182,232
Benefit of tax losses recognised (270,589) (229,620)
Effect of change in tax rates (9,808) -
----------------------
Total income tax credit in income statement (70,303) (47,388)
----------------------
----------------------
Reconciliation of effective tax rate
2008 2007
Pounds Pounds
Sterling Sterling
Loss before tax (805,108) (716,617)
----------------------
----------------------
Income tax using the domestic corporation tax rate
of 29.33% (2007: 30%) (236,139) (214,985)
Effect of tax rates in foreign jurisdictions
(rates increased) (6,731) (8,028)
Non-deductible expenses 32,126 81,047
Effect of tax losses carried forward 146,402 94,578
Overprovision in previous years (5,961) -
----------------------
(70,303) (47,388)
----------------------
----------------------
/T/
7. Loss of parent company
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the parent company is not
presented as part of these financial statements. The parent company's loss for the financial year was Pounds
Sterling 503,182 (2007: Pounds Sterling 585,351).
8. Property, plant and equipment - group
/T/
Fixtures,
fittings
Land and Motor Plant and and Computer
buildings vehicles equipment equipment equipment Total
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Cost
Balance at 1
August 2006 - - - - 3,245 3,245
Acquisitions 242,972 71,123 1,881,274 12,627 44,393 2,252,389
Effect of
movements
in foreign
exchange (2,835) (830) (21,950) (147) (540) (26,302)
---------------------------------------------------------------
Balance at 31
July 2007 240,137 70,293 1,859,324 12,480 47,098 2,229,332
---------------------------------------------------------------
---------------------------------------------------------------
Balance at 1
August 2007 240,137 70,293 1,859,324 12,480 47,098 2,229,332
Acquisitions 211,916 20,588 763,624 4,617 72,041 1,072,786
Effect of
movements
in foreign
exchange 22,482 5,235 145,579 960 5,177 179,433
---------------------------------------------------------------
Balance at
31 July 2008 474,535 96,116 2,768,527 18,057 124,316 3,481,551
---------------------------------------------------------------
---------------------------------------------------------------
Depreciation
and
impairment
losses
Balance at 1
August 2006 - - - - 361 361
Depreciation
charge for
the period 17,059 7,556 54,064 2,468 11,819 92,966
Effect of
movements
in foreign
exchange (199) (88) (631) (28) (135) (1,081)
---------------------------------------------------------------
Balance at
31 July 2007 16,860 7,468 53,433 2,440 12,045 92,246
---------------------------------------------------------------
---------------------------------------------------------------
Balance at
1 August
2007 16,860 7,468 53,433 2,440 12,045 92,246
Depreciation
charge for
the year 104,504 14,356 592,750 4,667 21,791 738,068
Effect of
movements
in foreign
exchange 4,489 951 22,723 310 1,397 29,870
---------------------------------------------------------------
Balance at
31 July 2008 125,853 22,775 668,906 7,417 35,233 860,184
---------------------------------------------------------------
---------------------------------------------------------------
Carrying
amounts
At 1 August
2006 - - - - 2,884 2,884
---------------------------------------------------------------
---------------------------------------------------------------
At 31 July
2007 223,277 62,825 1,805,891 10,040 35,053 2,137,086
---------------------------------------------------------------
---------------------------------------------------------------
At 1 August
2007 223,277 62,825 1,805,891 10,040 35,053 2,137,086
---------------------------------------------------------------
---------------------------------------------------------------
At 31 July
2008 348,682 73,341 2,099,621 10,640 89,083 2,621,367
---------------------------------------------------------------
---------------------------------------------------------------
/T/
Leased plant and machinery
The Group leases production equipment under a number of finance lease agreements. At the end of each lease the
Group has the option to purchase the equipment at a beneficial price. At 31 July 2008, the net carrying amount
of leased plant and machinery was Pounds Sterling 507,976 (2007: Pounds Sterling 746,812). The leased equipment
secures lease obligations (see note 17).
8. Property, plant and equipment - company
/T/
Computer
equipment
Pounds
Sterling
Cost
Balance at 1 August 2006 1,280
Acquisitions 2,125
-----------
Balance at 31 July 2007 3,405
-----------
-----------
Balance at 1 August 2007 3,405
Acquisitions -
-----------
Balance at 31 July 2008 3,405
-----------
-----------
Depreciation and impairment losses
Balance at 1 August 2006 142
Depreciation charge for the period 719
-----------
Balance at 31 July 2007 861
-----------
-----------
Balance at 1 August 2007 861
Depreciation charge for the year 1,134
-----------
Balance at 31 July 2008 1,995
-----------
-----------
Carrying amounts
At 1 August 2006 1,138
-----------
-----------
At 31 July 2007 2,544
-----------
-----------
At 1 August 2007 2,544
-----------
-----------
At 31 July 2008 1,410
-----------
-----------
9. Intangible assets - group
Exploration
and
evaluation
Costs
Pounds
Sterling
Cost
Balance at 1 August 2006 2,894,278
Acquisitions 3,195,472
Effect of movements in foreign exchange (147,803)
------------
Balance at 31 July 2007 5,941,947
------------
------------
Balance at 1 August 2007 5,941,947
Acquisitions 5,638,837
Effect of movements in foreign exchange 544,789
------------
Balance at 31 July 2008 12,125,573
------------
------------
Carrying amounts
At 1 August 2006 2,894,278
------------
------------
At 31 July 2007 5,941,947
------------
------------
At 1 August 2007 5,941,947
------------
------------
At 31 July 2008 12,125,573
------------
------------
/T/
Impairment tests for exploration and evaluation costs
The directors have assessed whether the exploration and evaluation costs have suffered any impairment by
considering resource estimates, future processing capacity, the forward market and longer term price estimates
for Copper. The directors do not consider that the exploration and evaluation costs are impaired.
10. Investments - company
/T/
Investment
in
subsidiary Loans Total
Pounds Pounds Pounds
Sterling Sterling Sterling
Cost
Balance at 1 August 2006 240,000 4,366,346 4,606,346
Advances - 7,690,574 7,690,574
------------------------------------------------
Balance at 31 July 2007 240,000 12,056,920 12,296,920
------------------------------------------------
------------------------------------------------
Balance at 1 August 2007 240,000 12,056,920 12,296,920
Advances - 4,607,749 4,607,749
------------------------------------------------
Balance at 31 July 2008 240,000 16,664,669 16,904,669
------------------------------------------------
------------------------------------------------
The company has interests in the following material subsidiary undertakings,
which are included in the consolidated financial statements.
Name Class Holding Activity Country of
Incorporation
Rambler Mines Holding
Limited Ordinary 100% company England
Rambler Metals
and Mining
Canada Limited Common 100% (indirectly) Exploration Canada
/T/
The aggregate value of shares in subsidiary undertakings is stated at cost less any amounts provided for
impairment as deemed necessary by the directors.
The loans to the subsidiary undertakings are interest free.
11. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
/T/
Assets Liabilities Net
----------------------------------------------------------------
2008 2007 2008 2007 2008 2007
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Property,
plant and
equipment - - 44,910 71,539 44,910 71,539
Intangible
assets - - 375,537 147,190 375,537 147,190
Tax value
of loss
carry-
forwards
recognised (420,447) (150,570) - - (420,447) (150,570)
----------------------------------------------------------------
Net tax
(assets)/
liabilities(420,447) (150,570) 420,447 218,729 - 68,159
----------------------------------------------------------------
----------------------------------------------------------------
/T/
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
/T/
2008 2007
Pounds Pounds
Sterling Sterling
Deductible temporary differences (74) (301)
UK tax losses 246,174 121,884
Canadian tax losses 3,897 -
-------------------------
249,997 121,583
-------------------------
-------------------------
/T/
The tax losses and deductible temporary differences do not expire under current tax legislation. Deferred tax
assets have not been recognised in respect of these items because it is not probable that future taxable profit
will be available against which the Group can utilise the benefits therefrom.
/T/
Movement in temporary differences during the year
Effect of
Balance Recognised change in Exchange Balance
1 Aug 06 in income tax rate difference 31 Jul 07
Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling
-------------------------------------------------------
Property, plant and
equipment 81 72,304 - (846) 71,539
Intangible assets 117,892 32,428 - (3,130) 147,190
Tax value of loss
carry-forwards (231) (152,120) - 1,781 (150,570)
-------------------------------------------------------
117,742 (47,388) - (2,195) 68,159
-------------------------------------------------------
-------------------------------------------------------
Effect of
Balance Recognised change in Exchange Balance
1 Aug 07 in income tax rate difference 31 Jul 08
Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling
-------------------------------------------------------
Property, plant and
equipment 71,539 (20,976) (9,316) 3,663 44,910
Intangible assets 147,190 231,070 (19,167) 16,444 375,537
Tax value of loss
carry-forwards (150,570) (270,589) 18,675 (17,963) (420,447)
-------------------------------------------------------
68,159 (60,495) (9,808) 2,144 -
-------------------------------------------------------
-------------------------------------------------------
12. Trade and other receivables
Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Other receivables 46,694 12,579 5,834 5,406
Sales taxes recoverable 110,146 8,197 172,468 30,819
Prepayments and accrued income 32,545 15,335 25,232 25,231
----------------------------------------
189,385 36,111 203,534 61,456
----------------------------------------
----------------------------------------
13. Cash and cash equivalents
Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Canadian Government Treasury Bills 3,176,010 - - -
Bank balances 1,931,499 1,310,153 6,590,372 1,010,995
----------------------------------------
Cash and cash equivalents in the
statement of cash flows 5,107,509 1,310,153 6,590,372 1,010,995
----------------------------------------
----------------------------------------
14. Capital and reserves
Reconciliation of movement in capital and reserves - group
Group
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
2006 400,300 7,164,625 (220,866) 191,428 120,000 7,655,487
Total
recog-
nised
income
and
expense - - (669,229) (153,821) - (823,050)
Share
-based
payments - 58,191 100,947 - - 159,138
Share
issues 96,700 6,629,676 - - - 6,726,376
- (496,411) - - - (496,411)
------------------------------------------------------------------
Balance
at 31
July
2007 497,000 13,356,081 (789,148) 37,607 120,000 13,221,540
------------------------------------------------------------------
------------------------------------------------------------------
Balance
at 1
August
2007 497,000 13,356,081 (789,148) 37,607 120,000 13,221,540
Total
recognised
income
and
expense - - (734,805) 706,947 - (27,858)
Share
-based
payments - - 98,491 - - 98,491
Share
issues 96,850 5,709,775 - - - 5,806,625
Costs of
share
issues - (366,197) - - - (366,197)
------------------------------------------------------------------
Balance
at 31
July
2008 593,850 18,699,659 (1,425,462) 744,554 120,000 18,732,601
------------------------------------------------------------------
------------------------------------------------------------------
/T/
Merger reserve
The merger reserve arose from the acquisition of Rambler Mines Limited by Rambler Metals and Mining PLC. This
acquisition was accounted for in accordance with the merger accounting principles set out in UK Financial
Reporting Standard 6 and Schedule 4(A) of the Companies Act 1985 whereby the consolidated financial statements
were presented as if the business previously carried out through Rambler Mines Limited had always been owned
and controlled by the Company. The transition provisions of IFRS 1 allow all business combinations prior to 1
September 2005 to continue to be accounted for under the requirements of UK GAAP at that time. Accordingly this
acquisition has not been re-stated in accordance with that standard.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the
financial statements of subsidiaries that have a different functional currency from the presentation currency.
Exchange differences arising are classified as equity and transferred to the Group's translation reserve. Such
translation differences are recognised in the income statement in the period of disposal of the operation.
/T/
Reconciliation of movement in capital and reserves - company
Share Share Accumulated
capital premium losses Total
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Balance at 1 August 2006 400,300 7,164,625 (150,801) 7,414,124
Loss for the year - - (585,351) (585,351)
Share-based payments - 58,191 100,947 159,138
Share issues 96,700 6,629,676 - 6,726,376
Cost of share issues - (496,411) - (496,411)
-------------------------------------------------
Balance at 31 July 2007 497,000 13,356,081 (635,205) 13,217,876
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Balance at 1 August 2007 497,000 13,356,081 (635,205) 13,217,876
Loss for the year - - (503,182) (503,182)
Share-based payments - 1,861 1,861
Share issues 96,850 5,709,775 - 5,806,625
Costs of share issues - (366,197) - (366,197)
-------------------------------------------------
Balance at 31 July 2008 593,850 18,699,659 (1,136,526) 18,156,983
-------------------------------------------------
-------------------------------------------------
Share capital and share premium - group and company
Number
In issue at 1 August 2006 40,030,000
Issued for cash 9,670,000
------------
In issue at 31 July 2007 49,700,000
------------
------------
In issue at 1 August 2007 49,700,000
Issued for cash 9,685,000
------------
In issue at 31 July 2008 59,385,000
------------
------------
/T/
At 31 July 2008, the authorised share capital comprised 1,000,000,000 ordinary shares of 1p each.
On 21 March 2008 the company received monies to subscribe for 25,000 shares for 42.5p each, raising Pounds
Sterling 10,625 as the result of the exercise of an option.
On 23 May 2008 the company received monies to subscribe for 9,660,000 shares for 60p each, raising a total of
Pounds Sterling 5,429,803 net of expenses.
At 31 July 2008, 4,675,000 warrants were outstanding.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company.
The Group's objectives when managing capital are to safeguard the entity's ability to continue as a going
concern so that it can continue to increase the value of the entity for the benefit of the shareholders. 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.
Details of employee share options outstanding are set out in note 5.
15. Loss per share
Basic loss per share
The calculation of basic loss per share at 31 July 2008 was based on the loss attributable to ordinary
shareholders of Pounds Sterling 734,805 and a weighted average number of ordinary shares outstanding during the
period ended 31 July 2008 of 51,516,712 calculated as follows:
/T/
Loss attributable to ordinary shareholders
2008 2007
Pounds Pounds
Sterling Sterling
Loss for the period (734,805) (669,229)
---------------------
Loss attributable to ordinary shareholders (734,805) (669,229)
---------------------
---------------------
Weighted average number of ordinary shares
Number
At 1 August 2006 40,030,000
Effect of shares issued during the year 1,909,754
-------------
At 31 July 2007 41,939,754
-------------
-------------
-------------
At 1 August 2007 49,700,000
Effect of shares issued during year 1,816,712
-------------
Weighted average number of ordinary shares at 31 July 2008 51,516,712
-------------
-------------
/T/
There is no difference between the basic and diluted loss per share. At 31 July 2008 there were 1,270,000
(2007: 505,000) share options, 478,200 (2007: 478,200) compensation options and 4,675,000 (2007: 4,675,000)
share warrants in issue which may have a dilutive effect on the basic earnings or loss per share in the future.
/T/
16. Trade and other payables
Group Company Group Company
2008 2008 2007 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Trade payables 516,165 23,317 645,809 26,335
Non trade payables 67,498 27,417 24,881 781
Accrued expenses 136,533 44,626 189,743 126,923
------------------------------------------
720,196 95,360 860,433 154,039
------------------------------------------
------------------------------------------
/T/
17. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's interest-bearing loans and
borrowings. For more information about the Group's exposure to interest rate and foreign currency risk, see
note 18.
/T/
2008 2007
Pounds Pounds
Sterling Sterling
Non-current liabilities
Finance lease liabilities 454,370 539,271
----------------------
454,370 539,271
----------------------
----------------------
Current liabilities
Current portion of finance lease liabilities 136,667 183,536
----------------------
136,667 183,536
----------------------
----------------------
Finance lease liabilities
Finance lease liabilities are payable as follows:
Minimum Minimum
lease lease
Payments Interest Principal Payments Interest Principal
2008 2008 2008 2007 2007 2007
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Less than one year 167,170 30,503 136,667 224,135 40,599 183,536
Between one and
five years 494,536 40,166 454,370 605,511 66,240 539,271
---------------------------------------------------------
661,706 70,669 591,037 829,646 106,839 722,807
---------------------------------------------------------
---------------------------------------------------------
/T/
Under the terms of the lease agreements, no contingent rents are payable.
18. Financial risk management
The board of directors determines, as required, the degree to which it is appropriate to use financial
instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be
appropriate are foreign exchange risk, interest rate risk, credit risk and liquidity risk each of which is
discussed below. There were no derivative instruments outstanding at 31 July 2008.
The classes of financial instruments are the same as the line items included on the face of the balance sheet
and have been analysed in more detail in the notes to the accounts. All the group's financial assets are
categorised as loans and receivables and all financial liabilities are measured at amortised cost.
Foreign currency risk
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.
The policy in relation to the translation of foreign currency assets and liabilities is set out in note 2(d),
'Accounting Policies Foreign Currencies' to the consolidated financial statements.
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 can 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.
Foreign currency risk sensitivity analysis showing a 10% weakening/strengthening of the Canadian Dollar against
GB pounds with all other variable held constant:
/T/
Equity
2008 2007
Pounds Pounds
Sterling Sterling
10% weakening of Canadian Dollar (1,589,116) (1,118,164)
10% strengthening of Canadian Dollar 1,748,249 1,229,980
-------------------------
-------------------------
/T/
Liquidity risk
To date the Group has mainly relied on shareholder funding to finance its operations. As the Group has finite
cash resources, no material income and the given the current turmoil in the world financial system, the
liquidity risk is significant and is managed by controls over expenditure and cash resources. The liabilities
of the parent company are due within one year. The parent company has adequate financial resources to meet the
obligations existing at 31 July 2008.
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. In January 2008, the directors and
management started taking an increasingly cautious approach to treasury management by investing surplus funds
in Canadian Government Treasury Bills. Management reviews holdings and investments in these Treasury Bills on a
quarterly basis and, as far as possible, aligns funds becoming available with operating cash requirements of
the business. As at 31 July 2008, 62% of the Group's cash resources were invested in Treasury Bills. 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 (see note 12). The Group's maximum exposure to credit risk at 31 July 2008 was
represented by receivables and cash resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration. Details of the Group's borrowings are described in note 17.
If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's
reported result.
Commodity price risk
Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the
market prices of commodities. The Group is exposed to commodity price risk as its future revenues will be
derived based on contracts with customers at prices that will be determined by reference to market prices of
copper at the delivery date.
Financial assets
The floating rate financial assets comprise interest earning bank deposits at rates set by reference to the
prevailing LIBOR or equivalent to the relevant country. Fixed rate financial assets are cash held on fixed term
deposit.
At the year end the cash and short term deposits were as follows:
/T/
Average
Average interest
period rates
Floating for which for fixed
Fixed rate rate rates rate
assets Assets Total are fixed assets
At 31 July 2008
-----------------------------------
Pounds Pounds Pounds
Sterling Sterling Sterling Months %
Sterling 1,200,000 98,387 1,298,387 1 5.02
Canadian $ 3,176,010 633,112 3,809,122 1 2.36
-----------------------------------
4,376,010 731,499 5,107,509
-----------------------------------
-----------------------------------
At 31 July 2007
-----------------------------------
Pounds Pounds Pounds
Sterling Sterling Sterling Months %
Sterling 980,000 19,389 999,389 1 4.65
Canadian $ - 5,590,983 5,590,983 - -
-----------------------------------
980,000 5,610,372 6,590,372
-----------------------------------
-----------------------------------
At 31 July 2006
-----------------------------------
Pounds Pounds Pounds
Sterling Sterling Sterling Months %
Sterling 2,850,071 17,176 2,867,247 1 3.94
Canadian $ 2,591,989 39,772 2,631,761 10 3.85
5,442,060 56,948 5,499,008
/T/
Financial liabilities
At the year end the analysis of finance leases which were all due in Canadian Dollars and are at fixed interest
rates was as follows:
/T/
Fixed rate liabilities
2008 2007
Pounds Pounds
Sterling Sterling
Due within one year 136,667 183,536
Due within one to two years 175,923 125,142
Due within two to three years 148,366 162,004
Due within three to four years 130,081 129,979
Due within four to five years - 122,146
---------------------
591,037 722,807
---------------------
---------------------
/T/
The average fixed interest rate for the finance leases outstanding at 31 July 2008 was 6.05%.
Fair values
In the directors' opinion there is no material difference between the book value and fair value of any of the
group's financial instruments.
19. Capital and operating lease commitments
At 31 July 2008, the Group had the following capital commitments:
/T/
2008 2007
Pounds Pounds
Sterling Sterling
In respect of:
Property, plant and equipment 29,591 115,776
Exploration and evaluation costs 252,512 926,209
---------------------
282,103 1,041,985
---------------------
---------------------
At 31 July 2008 the company had the following operating lease commitments:
2008 2007
Pounds Pounds
Sterling Sterling
In respect of land and buildings
Payable within one year 16,260 15,480
---------------------
---------------------
/T/
20. Related parties
Identity of related parties
The Group has a related party relationship with its subsidiaries (see note 10) and with its directors and
executive officers.
Transactions with key management personnel
Directors of the Company and their immediate relatives control 20% per cent of the voting shares of the
Company.
The directors' compensations were as follows:
/T/
2008 2007
Pounds Pounds
Sterling Sterling
Salary - executive
G Ogilvie (director from 3 March 2008) 42,022 -
S Neamonitis (became non-executive on 3 March 2008) 17,600 17,000
Fees - non-executive
D H W Dobson - -
J M Roberts 8,000 8,000
L D Goodman 8,000 8,000
B F Dalton 1,400 3,267
J A Baker 1,400 3,267
B D Hinchcliffe (includes additional fees of Pounds
Sterling 12,000 (2007: Pounds Sterling 20,700)) 20,000 28,700
-------------------
98,422 68,234
-------------------
-------------------
/T/
D H W Dobson waived his entitlement to director's fees for the current and preceding periods. In addition to
their fees B F Dalton and J A Baker provide consultancy services through Altius Resources Inc. ("Altius") (see
below for details).
Total key management personnel compensations were as follows:
/T/
2008 2007
Pounds Pounds
Sterling Sterling
Salaries 212,703 110,927
Share based payments 54,186 74,784
---------------------
266,889 185,711
---------------------
---------------------
/T/
Transactions with subsidiary undertakings
Details of loans advanced to subsidiary undertakings are included in note 10.
Other related party transactions
Brian Dalton and John Baker, directors of the company are also directors of Altius Resources Inc ("Altius"), a
20% shareholder in the company. The Group was invoiced Pounds Sterling 8,379 for the year ended 31 July 2008
(31 July 2007: Pounds Sterling 920,367) by Altius under a service agreement that was terminated during the
year.
The following expenses reimbursements were payable to directors at
31 July 2008:
/T/
S Neamonitis Pounds Sterling 1,073 (31 July 2007: Pounds Sterling 2,940)
B Hinchcliffe Pounds Sterling 1,313 (31 July 2007: Pounds Sterling 2,313)
/T/
Consultancy fees were payable to Altius Mineral Corporation for the year ended 31 July 2008 for the consultancy
services of J Baker & B Dalton amounting to Pounds Sterling 13,200 (31 July 2007: Pounds Sterling 18,700).
These balances were all accrued at the period end.
21. Critical accounting estimates and judgements
The details of the Group's accounting policies are presented in accordance with International Financial
Reporting Standards as set out in Note 2 to the financial statements. The preparation of financial statements
in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The following estimates are considered by management to be the most critical for investors to understand some
of the processes and reasoning that go into the preparation of the Company's financial statements, providing
some insight also to uncertainties that could impact the Company's financial results.
Going Concern
The risks associated with going concern are explained in note 1.
Exploration and Evaluation Costs
The directors have assessed whether the exploration and evaluation costs have suffered any impairment by
considering resource estimates, future processing capacity, the forward market and longer term price estimates
for Copper. 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.
Share-based payments
The Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the model in
respect of the expected option life and the volatility are subject to management estimate and any changes to
these estimates may have a significant effect on the cost. The assumptions used in calculating the cost of
share based payments are explained in note 5.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals & Mining PLC
George Ogilvie
President & CEO
(709) 532-4990
OR
Rambler Metals & Mining PLC
Leslie Little
Company Secretary
+44 (0)20 7661 8104
Website: www.ramblermines.com
OR
Seymour Pierce Limited
Nandita Sahgal
+44 (0)20 7107 8000
OR
Pelham Public Relations
Chelsea Hayes / Klara Kaczmarek
+44 (0)20 7743 6675 / 20 3159 4395
-0-
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