Rambler Metals & Mining-Rambler Metals and ...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
July 18, 2012
Rambler Metals and Mining Announces Completion of Subscription by Tinma International Ltd.
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND and LABRADOR--(Marketwire - July 18, 2012) - Rambler Metals and
Mining plc (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") is pleased to announce the successful
completion, on a non-brokered basis, of a subscription by Tinma International Limited ("Tinma"), a wholly-owned
subsidiary of a China-based strategic investor and shareholder of Rambler, of 7,118,012 new ordinary shares of
Rambler (the "Subscription Shares") at a subscription price of Can$0.58 per ordinary share (approximately GBP
0.36 per ordinary share as at the date the Subscription was announced) (the "Subscription") for gross proceeds
to the Company of approximately Can$4.13 million (approximately GBP 2.56 million as at the date the
Subscription was announced). Proceeds from the Subscription will be used for general working capital purposes
and to repay a portion of the Company's outstanding debt. Completion of the subscription remains conditional
only on admission of the Subscription Shares to trading on AIM and final acceptance of the listing of the
Subscription Shares on the TSX Venture Exchange (the "Exchange"), both of which are expected to occur tomorrow.
The completion of the Subscription follows the Company's announcement of the subscription agreement entered
into between Rambler and Tinma on 18 May 2012 (the "Subscription Agreement") and the successful outcome of the
extraordinary meeting of shareholders on 28 June 2012, which was required to allot the Subscription Shares. As
disclosed in the 18 May 2012 announcement, the Subscription is a "related party transaction" for the purposes
of the policies of the Exchange and AIM Rule 13 of the AIM Rules for Companies.
Following the issue of Subscription Shares, Tinma has an interest in 22,736,992 shares representing
approximately 15.97 per cent of the issued share capital of Rambler.
In connection with certain rights granted in connection with a previous subscription agreement dated 6 March
2012, Tinma has the right to nominate an additional director to the Rambler board of directors for such time as
Tinma controls (directly or indirectly) at least 15 per cent of the Company's issued share capital. An
announcement will be made in due course regarding Tinma's second director representative.
The listing of the Subscription Shares has been conditionally accepted by the Exchange and it is expected that
admission of the Subscription Shares to trading on AIM will take place tomorrow. Pursuant to the requirements
of the Exchange, the Subscription Shares are subject to a hold period until November 20, 2012 in respect of
trades in Canada or trades to or for the benefit of a Canadian resident.
For the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital at the date
of this notice consists of 142,360,240 ordinary shares of 1 penny each.
The above figure may be used by shareholders as the denominator for the calculations by which they will
determine their interest if they are required to notify their interest in, or a change to their interest in,
the Company, under the Disclosure and Transparency Rules.
Further details can be found in the announcement of 18 May 2012.
ABOUT TINMA INTERNATIONAL LTD.
Tinma International Ltd is a privately held Company with offices in Hong Kong and China. Tinma's major
shareholders, and business affiliates (the "Group") has, in the past, primarily focused in the trading and
processing of non-ferrous metals. The Group conducts businesses both domestically in China and internationally.
Expanding from its non-ferrous metals operations, specifically scrap metal operations, the Group has gradually
expanded its footprint to cover most other aspects of the non-ferrous metals value chain including logistics,
smelting, financial investment and now mining with Rambler.
Leveraging on the increasing international trade flows and the robust economic growth in China, the Group has
developed strong business relationships throughout the years with a number of leading Chinese non-ferrous
metals companies, especially those with a specific interests in copper concentrates and copper by-products. The
extensive business network includes companies in the trading, processing, logistics, and investment industries
in China.
The Group's business partners include listed companies in China and Hong Kong. Due to business needs, the Group
has established a close trading relationship with a number of the major Chinese banks and other international
banks which have and continue to support the Group in its day-to-day activities and other business interests.
Financial Advisor to Tinma International Ltd.
ABOUT RAMBLER METALS AND MINING
Rambler Metals and Mining plc is a copper and gold producer that has 100% ownership of the Ming Copper-Gold
Mine in Baie Verte, Newfoundland and Labrador, Canada. Rambler's strategy is to become a mid-tier mining
company by continuing the development of the Ming Mine, discovering new deposits and pursuing mergers and
acquisitions.
The initial six years of the Ming Mine project is based on the underground mining of massive sulphides with a
mineable reserve estimate of 1.498 million ore tonnes grading 1.62% copper, 2.40 g/t gold and 10.90 g/t silver
(24,252 tonnes of copper, 115,549 ounces of gold and 525,139 ounces of silver of contained metal). All massive
sulphide zones remain open both up and down plunge with the current exploration program focused on extending
the known mineralization for inclusion in the resource/reserve estimate.
In addition to the outlined reserve estimate, there is a sizeable footwall deposit beneath the massive sulphide
horizon that has been outlined with an indicated resource grade of 18.3M tonnes grading 1.43% copper (261,258
tonnes of contained copper at a 1.00% copper cut-off grade). This zone forms the basis of the preliminary
economic assessment, compiled by independent consultants, which envisions the Ming Mine transitioning itself
into a bulk tonnage mining operation. For further information on the Ming Mine project, please refer to the
Company's NI 43-101 compliant technical reports, available under the Company's profile on SEDAR
(www.sedar.com).
Over the coming months and years, as the Company seeks to optimize the Ming Copper-Gold Mine into a cash
positive position, it is expected that future expansion into the footwall zone will be formalized with the goal
of maximizing returns for shareholders and increasing the life of the mine.
Larry Pilgrim, P.Geo., is the Qualified Person responsible for the technical content of this release and has
reviewed and approved it accordingly. Mr. Pilgrim is an independent consultant contracted by Rambler Metals and
Mining plc.
Drill hole referenced tonnes are dry metric tonnes while milling throughputs are quoted as wet tonnes unless
otherwise indicated.
Caution Regarding Forward Looking Statements:
Certain information included in this press release, including information relating to future financial or
operating performance and other statements that express the expectations of management or estimates of future
performance constitute "forward-looking statements". Such forward-looking statements include, without
limitation, estimates regarding timing of future development and production. Where the Company expresses or
implies an expectation or belief as to future events or results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis. The expectations and belief held by management in
connection with forward-looking statements are based on a number of factors and assumptions, including without
limitation assumptions regarding general market conditions and the availability of financing. These factors and
assumptions are not intended to represent a complete list of the factors and assumptions that could affect the
Company, however, these factors and assumptions should be considered carefully by readers. Forward-looking
statements are subject to risks, uncertainties and other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by such forward-looking statements. Such risks
include, but are not limited to, the ability of the Company to complete announced transactions; interpretation
and implications of drilling and geophysical results; estimates regarding timing of future capital
expenditures; and costs towards profitable commercial operations. Other factors that could cause actual
results, developments or events to differ materially from those anticipated include, among others,
increases/decreases in production; volatility in metals prices and demand; currency fluctuations; cash
operating margins; cash operating cost per pound sold; costs per ton of ore; variances in ore grade or recovery
rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate
acquired assets; operational risks inherent in mining or development activities and legislative factors
relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals and
environmental protection. Accordingly, undue reliance should not be placed on forward-looking statements. These
forward-looking statements are made as at the date hereof and the Company does not undertake any obligation to
update publicly or revise any such forward-looking statements or any forward-looking statements contained in
any other documents whether as a result of new information, future events or otherwise, except as required
under applicable securities law.
Certain information regarding Tinma has been provided to the Company by Tinma for purposes of this news release
and the Company assumes no responsibility for the accuracy or completeness of such information or for any
failure by Tinma to disclose to the Company any material information which may affect the significance or
accuracy of such information.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining Plc
George Ogilvie, P.Eng.
President and CEO
709-800-1929
709-800-1921 (FAX)
OR
Rambler Metals & Mining Plc
Peter Mercer
Corporate Secretary
+44 (0) 20 8652-2700
+44 (0) 20 8652-2719 (FAX)
Direct: 709-800-1929 ext 500
www.ramblermines.com
OR
Seymour Pierce Limited
Stewart Dickson / Katie Ratner
+44 (0) 20-7107-8000
OR
Pelham Bell Pottinger
Charles Vivian / Daniel Thole
+44 (0) 20 7861 3921
OR
Ocean Equities Limited
Guy Wilkes
+44 (0) 20-7786-4370
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Rambler Metals & Mining Plc
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