Rambler Metals and Mining Financial Results Yea...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
October 28, 2009
Rambler Metals and Mining Financial Results Year Ended 31 July 2009
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Oct. 28, 2009) - Rambler Metals and
Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today reports its financial results and
operational highlights for the year ended 31 July 2009. The principal activity of the Company is carrying out
development and exploration on the Rambler Property, a gold and copper property located on Newfoundland and
Labrador's Baie Verte Peninsula.
Operational Highlights:
- Underground development continued to provide access for pre-production of the Ming Mine and to provide
platforms for exploration drilling.
- The release of an updated NI 43-101 compliant resource at the Ming Mine estimating an equivalent of 80,823
tonnes of contained copper, 161,335 ounces of contained gold and 922,107 ounces of contained silver in the
measured and indicated categories with a further 25,836 tonnes of contained copper, 98,740 ounces of contained
gold and 450,673 ounces of contained silver in the inferred category. This resource update increased in the
higher grade gold rich massive sulphides and was concluded using a commodity price of $1.92 lb Cu, $800 oz Au
and $10 oz Ag.
- Metallurgical testing on the 1807 Zone was completed with copper concentrate grade averaging 29.1% and
average copper recovery at 92.4% with a range between 88.4% and 97%. Precious metal recovery of 67.5% gold and
52.5% silver within the copper concentrate. Further metallurgical testing is planned to optimize the recovery
of precious metals, including any "free gold".
- Exploration drilling continued until 7 January 2009. During fiscal 2009 a total of 5,642 metres was drilled
(2008: 25,323 metres). Primary drilling was carried out on the newly discovered 1806 Zone. Drilling was reduced
due to a Cost Reduction Programme to preserve working capital.
- Completion of an underground engineering study by CSI Mining and Engineering Inc incorporating a mine plan,
schedule and capital programme for the first seven years of the mine. This study formed the basis for the
preparation of a business plan for the Group.
Subsequent Events since Year End:
- Rambler acquired the Nugget Pond gold milling facility from Crew Gold Corporation
(TSX:CRU)(OSLO:CRU)(FRANKFURT:KNC)(OTCBB:CRUGF) for Can$ 3.5 million on 27 October 2009.
- Rambler announced that it is taking a proactive approach in searching for potential gold properties in the
Baie Verte Peninsula. On 21 September 2009, the Company announced it has entered into an option agreement with
Seaside Realty Ltd to earn up to a 50% undivided interest in the Corkscrew/Big Bear Property. On the same date
Rambler also announced that it had signed a confidentiality agreement with Tenacity Gold Mining Company Ltd to
evaluate the potential of developing the Deer Cove deposit.
- On 29 September 2009, Rambler announced the conditional placement of 27,500,000 Ordinary Shares at 20 pence
each to raise approximately Pounds Sterling 5.5 million before expenses. The net proceeds of this fundraising
has been used to fund the acquisition of the Nugget Pond mill, associated engineering and ongoing working
capital requirements.
- On 20 October 2009, during an Extraordinary General Meeting, the shareholders granted authority to the
directors to issue up to 59,385,000 Ordinary Shares in order to allow the directors to issue the shares for the
private placement.
- Rambler is currently engaged in discussions with a number of third parties, with which it holds
confidentiality agreements with, for further project financing.
Financial Highlights:
- There was a net loss for the year ended 31 July 2009 of Pounds Sterling 1,073,929, which is an increase of
Pounds Sterling 339,124 from the year ending 31 July 2008 and the loss per share increased to 1.8p from 1.4p.
Losses were higher as administrative expenses increased Pounds Sterling 139,670 to Pounds Sterling 1,088,439,
mainly due to administrative staff costs which increased Pounds Sterling 181,728 to Pounds Sterling 627,281 due
to the addition of two senior management positions in the first quarter of 2009.
- Cash flows used for operating activities reduced slightly by Pounds Sterling 34,366 to Pounds Sterling
875,143 also as a result of reduced level of cash operating losses. Cash flows used for investing activities
decreased by Pounds Sterling 2.5m to Pounds Sterling 3.4m as a result of the cost reduction programme which
resulted in the suspension of underground drilling and pre-development work.
- Total assets which include accumulated deferred exploration expenditures which increased Pounds Sterling 1.1m
to Pounds Sterling 21.1m. This increase was funded from cash deposits.
- At 27 October 2009, the Group has Pounds Sterling 3.8 million in cash and cash equivalents.
George Ogilvie, President and Chief Executive Officer, commented:
"Rambler achieved some key operational developments throughout the fiscal year which includes an updated NI 43-
101 compliant resource and the completion of the underground engineering study. In addition the Company is
extremely pleased to have negotiated the acquisition of the Nugget Pond mill and carried out a successful
placing to raise Pounds Sterling 5.5m over the past month.
These developments put Rambler on track to reach its goal of becoming a major gold and base metal producer on
the Baie Verte Peninsula. We are confident that Rambler's excellent team of people will be finalising plans to
resume exploration, pre-production development and construction and will succeed in bringing the Ming Mine into
production during fiscal 2011."
The financial results for the year ended 31 July 2009 are available on the Rambler website:
www.ramblermines.com
About the Company
Rambler was founded in 2004 when Altius Minerals Corporation ("Altius"), a Newfoundland and Labrador based
resource company, contributed to the Company's asset base an option to acquire and develop the Rambler
property.
The Rambler property had been a former underground copper and gold producing property that ceased production
when the deposit reached a then third party property boundary. This neighbouring property was subsequently
consolidated before being brought into the Company. The Company now owns a 100% interest in the property.
The principal activity of the Group is carrying out development and exploration on the Rambler Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)
REPORT OF THE DIRECTORS AND
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2009 FOR
RAMBLER METALS AND MINING PLC
RAMBLER METALS AND MINING PLC
CONTENTS OF THE FINANCIAL STATEMENTS
Page
Company Information 1
Chairman's Statement 2
Management's Discussion and Analysis 3
Report of the Directors 18
Statement of Directors' responsibilities 20
Corporate Governance 21
Independent Auditors' reports 22
Consolidated income statement 25
Consolidated statement of recognised income and expenses 26
Company statement of recognised income and expenses 26
Consolidated balance sheet 27
Company balance sheet 27
Consolidated statement of cash flows 28
Company statement of cash flows 28
Notes to the financial statements 29
RAMBLER METALS AND MINING PLC
COMPANY INFORMATION
FOR THE YEAR ENDED 31 JULY 2009
Directors: D H W Dobson
G Ogilvie
B Hinchcliffe
S Neamonitis
B F Dalton
J A Baker
L D Goodman
J M Roberts
J S Thomson (appointed 20 October 2008)
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
RAMBLER METALS AND MINING PLC
CHAIRMAN'S STATEMENT FOR THE YEAR ENDED 31 JULY 2009
We are pleased to report the results for the year ended 31 July 2009.
The principal activity of the Group is the development and exploration of the Rambler copper and gold property
located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares were admitted to trading on the London AIM market on 8 April 2005 under
the symbol "RMM" and were listed on the TSX Venture Exchange on 7 February 2007 under the symbol "RAB".
OPERATIONAL HIGHLIGHTS
Key achievements during the year include:
- Underground development to provide platforms for exploration drilling as well as provide access for
preproduction.
- Completion of a Titan geophysical survey producing positive results.
- The release of an updated NI 43-101 compliant resource estimated with combined measured and indicated
resources equivalent to 80,823 tonnes of contained copper, 161,335 ounces of contained gold and 922,107 ounces
of contained silver.
- Completion of an underground engineering study incorporating a mine plan, schedule and capital programme for
the first seven years of the mine. This study formed the basis for the preparation of a business plan for the
Group.
FINANCIAL HIGHLIGHTS
The Consolidated loss after taxation of the Group in respect of the year ended 31 July 2009 amounted to Pounds
Sterling 1,073,929 (a loss per share of 1.8p) versus a loss of Pounds Sterling 734,805 for the year ended 31
July 2008 (a loss per share of 1.4p)
The Group's only source of income during the period was bank interest which amounted to Pounds Sterling 43,137.
The net assets of the Group amounted to Pounds Sterling 20,241,608 as at the end of the year. This includes
intangible assets amounting to Pounds Sterling 17,611,282. 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 as intangibles until the feasibility of the project is determined
On 29 September 2009, the Group announced the conditional placement of 27,500,000 Ordinary Shares at 20 pence
each to raise approximately Pounds Sterling 5.5 million before expenses. The net proceeds of this fundraising
has been used to fund the acquisition of the Nugget Pond Mill, associated engineering and ongoing working
capital requirements. Subsequently, on 20 October 2009, during an Extraordinary General Meeting, the
shareholders granted authority to the directors to issue up to 59,385,000 Ordinary Shares in order to allow the
directors to (i) issue up to 27,500,000 Ordinary Shares for the private placement; and (ii) provide the
directors with the flexibility to seek further finance. This financing will be adequate to carry the Group for
the forthcoming 12 months.
Management has been successful in meeting key milestones and is well positioned to continue moving the project
forward. 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 2010 fiscal year will see further encouraging developments.
DHW Dobson
Chairman
27 October 2009
RAMBLER METALS AND MINING PLC
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 JULY 2009
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 2009 and the related notes
thereto. These consolidated statements have been prepared in accordance with International Financial Reporting
Standards ("IFRS") and their interpretations adopted by the International Accounting Standards Board ("IASB"),
as adopted by the European Union and with IFRS and their interpretations adopted by the IASB.
This MD&A, which has been prepared as of 27 October 2009, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2009 prepared in accordance with
IFRS. The presentation currency is British Pounds.
OUR BUSINESS & OPERATIONS REVIEW
The principal activity of the Group is the development and exploration of the Rambler copper and gold property
located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares were admitted to trading on the London AIM market on 8 April 2005 under
the symbol "RMM" and were listed on the TSX Venture Exchange on 7 February 2007 under the symbol "RAB".
Operational highlights include:
- The start of a pre-production development phase focusing on high grade resources that could be mined during
an initial start up and early production years. A total of 531 metres of development was carried out during the
period (2008: nil). The main focus was on the 1807 zone with development headings being driven out to the top
and bottom of the known ore resource to establish if the zone extends both up-plunge and down-plunge.
- Cost Reduction Programme - on 7 January 2009, operations at the Ming Mine were scaled back in order to
preserve working capital. As a result, all underground drilling and pre-development work was suspended and
headcount was reduced from 41 employees to 23.
- Exploration Drilling - drilling continued with only one crew until 7 January 2009. During fiscal year2009 a
total of 5,642 metres was drilled (2008: 25,323 metres). During the first quarter, the manpower resource
associated with drilling was reduced to one crew in order to preserve cash. Primary drilling was carried out on
the newly discovered 1806 Zone.
- Positive results from a Titan geophysical survey completed over the Rambler Property during July and August,
2008 were received with 77 separate anomalies of varying significance being identified on the nine survey
profiles. These results will narrow the Group's focus and benefit future exploration drilling plans.
- Metallurgical testing on the 1807 Zone was completed and included the following highlights:
-- The copper concentrate grade averaged 29.1%.
-- The average copper recovery was 92.4% with a range between 88.4% and 97%.
-- A defined precious metal recovery of 67.5% gold and 52.5% silver within the copper concentrate. Further
metallurgical testing is planned to optimize the recovery of precious metals including any "free gold".
-- Batch floatation residence time was between 15 and 20 minutes for each stage.
-- The optimum reagent scheme was un-complex and common for base metal concentrators. All deleterious materials
including zinc, lead, arsenic, bismuth and mercury were below maximum allowable values for a typical copper
concentrate.
-- Test results will allow for the design of a process concentrator that will optimize the recovery of copper
and rejection of zinc.
-- Standard waste management systems will be employed to assure environmental compliance.
- On 26 February 2009 the Company released an updated NI 43-101 Resource Estimate which showed:
-- Measured Resources: 1,151,000 tonnes of ore @ 2.14% copper, 2.40 g/t gold, 14.11 g/t silver, 0.78% Zinc
-- Indicated Resources: 2,500,000 tonnes of ore @ 2.25% copper, 0.9 g/t gold, 4.97 g/t silver. 0.21% Zinc
-- Inferred Resources: 1,498,000 tonnes of ore @ 1.72% copper, 2.05 g/t gold, 9.36 g/t silver, 0.63% Zinc
-- Total Resources (measured and indicated): 3,651,000 tonnes of ore @ 2.21% copper, 1.37 g/t gold, 7.86 g/t
silver, 0.39% Zinc
This resource update was concluded using adjusted commodity price assumptions that better reflect the reality
of the mining environment today i.e. US$1.92 lb copper, US$800 oz gold and US$10 oz silver. Importantly the
resource update increased in the higher grade gold rich massive sulphides when compared to the first resource
estimate, which was issued in April 2008. This development improves the company's initial mining plan which
targets areas of higher grade mineralization until commodity prices improve allowing the Company to then bulk
mine the footwall deposit.
On 8 April 2009 the Company filed the NI 43-101 Technical Report.
- Underground Engineering Study - in May 2009 the Company's Underground Engineering was completed by CSI Mining
and Engineering Inc. This study incorporates a mine plan and schedule, a capital program including recommended
equipment and cost estimates for the first seven years of the mine where a high grade, low tonnage scenario is
envisaged. This study formed the basis for the Business Plan and Economic Analysis to be used in any future
fund raising by the Company.
- Headcount - personnel at the end of the fiscal year was 23 employees (2008: 45). This decrease was the result
of the Cost Reduction Programme implemented in January 2009.
SELECTED FINANCIAL INFORMATION
The following selected financial information should be read in conjunction with the Group's consolidated
financial statements.
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Selected Annual Financial Information 12 months 12 months 12 months
All amounts in Pounds Sterling, ended ended ended
except shares and per share figures 31 July 31 July 31 July
2009 2008 2007
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Revenue - - -
Administrative Expenses 1,088,439 948,769 861,114
Bank Interest Receivable 43,137 185,607 148,793
Net loss (1,073,929) (734,805) (669,229)
Per share (basic and diluted) (1.8p) (1.4p) (1.6p)
Cash Flow used for operating activities (875,143) (909,509) (638,246)
Cash Flow used for investing activities (3,365,319) (5,886,095) (4,748,642)
Cash Flow (used for)/provided from
financing activities (65,127) 5,248,651 6,241,769
Net (decrease) increase in cash (4,305,589) (1,546,953) 854,881
Cash & Cash Equivalents at end of period 1,168,727 5,107,509 6,590,372
Total Assets 21,111,161 20,043,834 14,872,939
Total Liabilities 869,553 1,311,233 1,651,399
Working Capital 835,740 4,440,031 5,749,937
Weighted average number of shares
outstanding 59,385,000 51,516,712 41,939,754
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Review of years ending 31 July 2009 and 31 July 2008
The Group's only source of income since incorporation has been bank deposit interest.
The Group reported a net loss for the year ended 31 July 2009 of Pounds Sterling 1,073,929 which is an increase
of Pounds Sterling 339,124 from the year ending 31 July 2008. As a consequence the loss per share increased to
1.8p from 1.4p. Losses were higher as administrative expenses increased Pounds Sterling 139,670 to Pounds
Sterling 1,088,439. Administrative staff costs increased Pounds Sterling 181,728 to Pounds Sterling 627,281.
These costs included the addition of two senior management positions in the first quarter of 2009, the General
Manager and Financial Controller and an increase in share based payment charges of Pounds Sterling 36,476.
Legal and professional fees reduced by Pounds Sterling 95,763 compared to fiscal 2008 due to one-off legal fees
associated with investigating if the Company could take advantage of 'flow-through' financing rules in Canada
and depreciation charges increased by Pounds Sterling 53,254 due to an increase in the value of fixed assets.
Interest income was Pounds Sterling 142,470 lower at Pounds Sterling 43,137 as a result of lower cash balances
and reductions in interest rates.
Cash flows used for operating activities reduced slightly by Pounds Sterling 34,366 to Pounds Sterling 875,143
also as a result of reduced level of cash operating losses. Cash flows used for investing activities decreased
by Pounds Sterling 2,520,776 to Pounds Sterling 3,365,319 as a result of the cost reduction programme which
resulted in the suspension of underground drilling and pre-development work. Cash flows (used for)/provided by
financing activities decreased by Pounds Sterling 5,313,778 to Pounds Sterling 65,127 due to a placing during
the quarter ended 30 April 2008.
Total assets which include accumulated deferred exploration expenditures which increased Pounds Sterling
1,067,327 to Pounds Sterling 21,111,161. This increase was funded from cash deposits.
Review of the quarter ending 31 July 2009 compared to the quarter ended 31 July 2008:
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Selected Quarterly Financial Information 3 months 3 months
All amounts in Pounds Sterling, except ended ended
shares and per share figures 31 July 31 July
2009 2008
----------------------------------------------------------------------------
Revenue - -
Administrative Expenses 253,335 236,526
Bank Interest Receivable 286 40,910
Net (loss) (255,360) (133,674)
Loss per share in pence (basic and diluted) (0.43p) (0.20p)
Cash Flow (used) for operating activities (143,873) (248,240)
Cash Flow (used) for investing activities (473,114) (1,445,842)
Cash Flow (used) for financing activities (7,488) (70,099)
Net (decrease) in cash (624,475) (1,764,181)
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- Administrative expenses increased slightly by Pounds Sterling 16,909 to Pounds Sterling 253,335 mainly as a
result of an increased share based payment charge of Pounds Sterling 13,953 arising from the grant of
additional share options in November 2008.
- The Group recorded a loss of Pounds Sterling 255,360 for the quarter ended 31 July 2009, an increase of
Pounds Sterling 121,686. Losses were higher mainly as a result of a reduction in deferred tax credits of Pounds
Sterling 64,210 and bank deposit interest of Pounds Sterling 40,624.
- Cash flow used for operating activities reduced by Pounds Sterling 104,367 to Pounds Sterling 143,873 as a
result of reduced cash operating losses and trade payables.
- Cash flow used for investing activities reduced by Pounds Sterling 972,728 as a result of the cost reduction
programme reducing expenditure on evaluation and exploration by Pounds Sterling 670,259 and on related
property, plant and equipment by Pounds Sterling 342,747.
- Cash flow used for financing activities reduced by Pounds Sterling 62,611 as a result of reduced finance
lease repayments.
- Cash and Cash equivalents decreased Pounds Sterling 624,475 during the quarter, a reduction of Pounds
Sterling 1,139,706 reflecting the suspension of underground drilling and pre-development work.
Compared to the third quarter 2009:
- Administrative expenses reduced slightly by Pounds Sterling 13,819 to Pounds Sterling 253,335.
- Cash and Cash equivalents decreased Pounds Sterling 652,920 to Pounds Sterling 1,168,727 reflecting an
increase in intangible assets of Pounds Sterling 663,929 to Pounds Sterling 17,611,282 as the Group continued
to invest in exploration activity during the quarter.
SUMMARY OF QUARTERLY RESULTS
Quarterly Results (all amounts in British Pounds except per share figures)
4th 3rd 2nd 1st
Fiscal 2009 Quarter Quarter Quarter Quarter
-----------
Revenue - - - -
Net loss (255,360) (273,148) (332,879) (212,542)
Loss per share basic &
diluted (in pence) (0.43) (0.45) (0.56) (0.36)
Fiscal 2008
-----------
Revenue - - - -
Net Loss (131,375) (229,757) (238,377) (135,296)
Loss per share basic &
diluted (in pence) (0.23) (0.45) (0.48) (0.27)
In the second quarter of Fiscal 2008 administrative expenses increased as a result of a share based payment
charge associated with the grant of share options. The reduction in losses for the fourth quarter of 2008 is
due to a deferred tax credit of Pounds Sterling 70,303 and the increase in losses in the second quarter of 2009
is due to a reduction in bank interest received and an increase in administrative salaries together with the
issue of additional share options. Losses for the third and fourth quarters of 2009 started to reduce as a
result of a cost reduction programme implemented by the Company.
OUTLOOK
In the near future management expects to:
- Complete the detailed engineering and retrofit of the Nugget Pond mill, located 40 km from the Ming Mine to
process base metal sulphides from the Mine.
- Prepare and submit documentation for Environmental approval.
- Finalise plans to resume exploration, pre-production development and construction and to bring the mine into
production during fiscal 2011.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
To date, the Group has relied on shareholder funding to finance its operations. With finite cash resources and
no material income, the liquidity risk is significant and is managed by controls over expenditure. Success will
depend largely upon the outcome of ongoing and future exploration and evaluation programmes. Given the nature
of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in
the short to medium term until such a time as the Group becomes self-financing from the commercial production
of mineral resources.
The majority of the Group's expenses are incurred in the Canadian dollar. The Group's principal exchange rate
exposure is therefore related to movements between the Canadian Dollar and Sterling.
The Group's cash resources are held in Sterling and Canadian Dollars. The Group has a downside exposure to any
strengthening of the Canadian Dollar as this would increase expenses in Sterling terms. This risk is mitigated
by reviewing the holding of cash balances in Canadian Dollars. Any weakening of the Canadian Dollar would
however result in the reduction of the expenses in Sterling terms and preserve the Group's cash resources. In
addition, any such movements would affect the Consolidated Balance Sheet when the net assets of the Canadian
Subsidiary are translated into Sterling.
As a result of the Group's main assets and its subsidiary being held in Canada which has a functional currency
different to the presentational currency, the Group's balance sheet may be affected significantly by movements
in the GB pound to the Canadian Dollar. The Group does not hedge its exposure of foreign investments held in
foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated
with the Canadian subsidiary's assets and liabilities as the foreign currency gains or losses are recorded in
the translation reserve.
Exchange rate fluctuations may adversely affect the Group`s financial position and results. The following table
details the Group`s sensitivity to a 10% strengthening and weakening in the Canadian Dollar against the GB
Pound. 10% represents management's assessment of the reasonable possible exposure.
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Equity
-------------------------------------------
2009 2008
----------------------------------------------------------------------------
Pounds Sterling Pounds Sterling
----------------------------------------------------------------------------
10% weakening of Canadian Dollar (2,029,441) (1,589,116)
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10% strengthening of Canadian Dollar 2,254,933 1,748,249
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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. As at 31 July 2009, 81% of the
Group's cash resources were invested in short term deposit. Given the current climate, the Group has taken a
very risk averse approach to management of cash resources and closely monitors events and associated risks on a
continuous basis. There is little perceived credit risk in respect of trade and other receivables. The Group's
maximum exposure to credit risk at 31 July 2009 was represented by receivables and cash resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration.
If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's
reported result.
Cash, short terms deposits and Canadian Government Treasury Bills (expressed in British Pounds) were as
follows:
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At 31 July 2009 Fixed Rate Floating Total
Currency Assets Rate Assets
----------------------------------------------------------------------------
British Pound - 22,746 22,746
----------------------------------------------------------------------------
Canadian Dollars 951,171 194,810 1,145,981
----------------------------------------------------------------------------
Total 951,171 217,556 1,168,727
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At 31 July 2008 Fixed Rate Floating Total
Currency Assets Rate Assets
----------------------------------------------------------------------------
British Pound 1,200,000 98,387 1,298,387
----------------------------------------------------------------------------
Canadian Dollars 3,176,010 633,112 3,809,122
----------------------------------------------------------------------------
Total 4,376,010 731,499 5,107,509
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At 31 July 2009, the Group had outstanding obligations, including interest, relating to bank loans and leases
of Pounds Sterling 586,790.
The Group utilised Pounds Sterling 875,143 (2008: Pounds Sterling 909,509) to finance operating cash flows
during the year.
Cash flows used by investing activities decreased by Pounds Sterling 2,520,776 to Pounds Sterling 3,365,319
primarily as a result of the cost reduction programme which resulted in the suspension of underground drilling
and pre-development work.
Cash flows (used for) provided by financing activities decreased by Pounds Sterling 5,313,778 to Pounds
Sterling 65,127 due to a placing during the quarter ended 30 April 2008.
Interest received reduced in line with lower cash balances on deposit during the last quarter of the year.
Average interest rates were 0.35% and 0.84% on British Pound and Canadian Dollar deposits respectively. (2008:
5.02%, 2.36%)
Management believes that the Group has sufficient flexibility to manage expenditure to fund operations for the
next 12 months.
At 27 October 2009, the Group has Pounds Sterling 3.8 million in cash and cash equivalents (with the proportion
invested in short term deposits remaining consistent with year end).
SUBSEQUENT EVENTS
On 9 September 2009, the company signed a sale and purchase agreement to acquire the Nugget Pond mill for Can$
3.5 million.
On 21 September 2009, the company signed a confidentiality agreement with Tenacity Gold Mining Company Ltd to
evaluate the potential of developing the Deer Cove deposit. The deposit is located on the Baie Verte Peninsula
of Newfoundland, just 50 kilometres from the Nugget Pond mill.
On 21 September 2009, the company announced it has entered into an option agreement with Seaside Realty Ltd
(Seaside) to earn up to a 50% undivided interest in the Corkscrew/Big Bear Property, also located on the Baie
Verte Peninsula. As outlined in the agreement Rambler will assume project management of the property for two
years. During which time Rambler will be responsible for all geologic compilation and exploration management
while Seaside will be responsible for all diamond drilling related costs.
On 29 September 2009, the Group announced the conditional placement of 27,500,000 Ordinary Shares at 20 pence
each to raise approximately Pounds Sterling 5.5 million before expenses. Subsequently, on 20 October 2009,
during an Extraordinary General Meeting, the shareholders granted authority to the directors to issue up to
59,385,000 Ordinary Shares in order to allow the directors to issue the shares for the private placement and to
provide them with the flexibility to seek further finance. Some of the proceeds from this fundraising was used
to complete the acquisition of the Nugget Pond mill on 27 October 2009. The remainder of the proceeds will be
used to finance ongoing engineering projects and fund working capital requirements.
COMMITMENTS
As at 31 July 2009 capital commitments included:
----------------------------------------------------------
Pounds Sterling
----------------------------------------------------------
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Pumps 25,738
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TOTAL 25,738
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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. The directors take a very risk averse approach to
management of cash resources and continue to closely monitoring events and associated risks. There were no
derivative instruments outstanding at 31 July 2009.
RELATED PARTY TRANSACTIONS
The parent company has a related party relationship with its subsidiary, and with its Directors and executive
officers. Brian Dalton and John Baker, directors of the Group are also directors of Altius Resources Inc
("Altius"), a 14% shareholder in the parent company.
A total of Pounds Sterling 269,409 (2008: Pounds Sterling 266,889) was paid to key management personnel during
the year. Payments of fees to non-executive directors were suspended during the year in order to preserve cash.
At 31 July 2009 fees of Pounds Sterling 22,267 remained outstanding (2008: Pounds Sterling 6,267)
The following expenses reimbursements were payable to directors at 31 July 2009:
S Neamonitis Pounds Sterling nil (31 July 2008: Pounds Sterling 1,073)
B Hinchcliffe Pounds Sterling nil (31 July 2008: Pounds Sterling 1,313)
Brian Dalton and John Baker, directors of the company are also directors of Altius Resources Inc ("Altius"), a
20% shareholder in the company.
Consultancy fees were payable to Altius Mineral Corporation for the year ended 31 July 2009 for the consultancy
services of J Baker & B Dalton amounting to Pounds Sterling 13,200 (31 July 2008: Pounds Sterling 13,200). This
balance was 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 and gold prices, its ability to fund its development and exploration programs, and to
manage and generate positive cash flows from operations in the future. These financial statements do not
reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance
sheet classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. On 20 October 2009, during an Extraordinary General Meeting, the shareholders
granted authority for the private placement of 27,500,000 Ordinary Shares at 20 pence each to raise
approximately Pounds Sterling 5.5 million before expenses. The net proceeds of this fundraising has been used
to fund the acquisition of the Nugget Pond mill referred to in the subsequent events section above, associated
engineering and ongoing working capital requirements. In addition to this private placement, the Directors and
management are currently evaluating a number of debt financing proposals in order to finance the project
through into production. The Directors are confident the funds provided by closing of the private placement
will be sufficient to maintain current operations for the forthcoming 12 months and therefore have 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 the Group's business plan which includes resource estimates, future processing capacity, the
forward market and longer term price estimates for copper and gold. Management's estimates of these factors are
subject to risk and uncertainties affecting the recoverability of the Group's exploration and evaluation costs.
Any changes to these estimates may result in the recognition of an impairment charge with a corresponding
reduction in the carrying value of such assets.
Stock Based Compensation
In the 2009 fiscal year, the parent company granted a number of individual's employee stock options. 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
There is no material impact or standards adopted in the year. In addition, there have been no standards issued
but not yet effective that have been early adopted.
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 2009:
Nature of
change to Application Application
IFRS Title accounting date of date for
/Amendment policy standard Group
----------------------------------------------------------------------------
IAS 1 Presentation No change to 1 January 2009 1 August 2009
revised/ of financial accounting policy,
amended statements therefore, no impact
----------------------------------------------------------------------------
IAS 7 Statement of No change to 1 January 2010 1 August 2010
amendment cash flows accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 16 Property, plant No change to 1 January 2009 1 August 2009
amendment and equipment accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 17 Leases No change to 1 January 2010 1 August 2010
amendment accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 23 Borrowing costs Finance costs 1 January 2009 1 August 2009
amendment directly related to
non-current assets
will be capitalised
----------------------------------------------------------------------------
IAS 27 Consolidated No change to 1 January 2009 1 August 2009
amendment and separate accounting policy,
financial therefore, no impact
statements
----------------------------------------------------------------------------
IAS 32 Financial No change to 1 January 2009 1 August 2009
amendment instruments: accounting policy,
Presentation therefore, no impact
----------------------------------------------------------------------------
IAS 36 Impairment No change to 1 January 2009 1 August 2009
amendment of assets accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 39 Financial No change to 1 January 2009 1 August 2009
amendment instruments accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IFRS 3/ Business No change to 1 July 2009 1 August 2009
IAS 27 combinations/ accounting policy,
revised consolidated therefore, no impact
and separate
financial
statements
----------------------------------------------------------------------------
IFRS 1 First time No change to 1 January 2009 1 August 2009
amended adoption of accounting policy,
IFRS therefore, no impact
----------------------------------------------------------------------------
IFRS 2 Share-based No change to 1 January 2009 1 August 2009
amended payment accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IFRS 7 Financial No change to 1 January 2009 1 August 2009
revised instruments: accounting policy,
Disclosures therefore, no impact
----------------------------------------------------------------------------
IFRS 8 Operating No change to Supersedes 1 August 2009
segments accounting policy, IAS 14 from
therefore, no impact 1 January 2009
----------------------------------------------------------------------------
IFRIC 16 Hedges of a No change to 1 October 2008 1 August 2009
net investment accounting policy,
in a foreign therefore, no impact
operation
----------------------------------------------------------------------------
IFRIC 17 Distribution No change to 1 July 2009 1 August 2009
of non-cash accounting policy,
assets to therefore, no impact
owners
----------------------------------------------------------------------------
IFRIC 18 Transfers of No change to 1 July 2009 1 August 2009
assets from accounting policy,
customers therefore, no impact
----------------------------------------------------------------------------
Management have reviewed the impact of the above standards and interpretations and have concluded that they
will not result in any material changes to reported results.
OUTSTANDING SHARE DATA
As at the date of this MD&A the following securities are outstanding:
Ordinary Shares 86,885,000
Compensation options 478,200
Options 3,313,000
---------
Total 90,676,200
----------
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 result in the discovery of new or further economically viable mineral deposits or in
additional profitable commercial mining operations.
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 24.8 % 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 and Gold Price Volatility
Rambler's revenues, if any, are expected to be derived from the extraction and sale of copper and gold
concentrate. The prices of copper and gold have fluctuated widely, particularly in recent years, and are
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 and gold cannot be accurately predicted. Any material decrease in the prevailing
price of copper in particular 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 ore bodies 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 2009
The Directors present their report with the audited financial statements of the Group for the year ended 31
July 2009.
PRINCIPAL ACTIVITY
The principal activity of the Group is the development and exploration programme of 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 completing the detailed engineering and retrofit of the Nugget Pond mill,
located 40 km from the Ming Mine to process base metal sulphides from the Mine and finalising its plans to
resume exploration, pre-production development and construction and to bring the mine into production during
2010.
DIVIDENDS
No dividends will be distributed for the year ended 31 July 2009.
DIRECTORS
The Directors during the period under review were:
J A Baker
B F Dalton
D H W Dobson
S Neamonitis
G Ogilvie
J M Roberts
L D Goodman
B Hinchcliffe
J Thomson (appointed 20 October 2008)
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 2009 was 21 days (2008: 24 days). The Company's average
creditor payment period at 31 July 2009 was 20 days (2008: 16 days).
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the year, the Group made charitable donations of Pounds Sterling 52 (2008: Pounds Sterling 2,942) to a
charity in the Baie Verte area.
SUBSTANTIAL SHARE INTERESTS
At 27 October 2009 the parent Company was aware of the following substantial share interests:
Number of Ordinary Shares % of Share Capital
CDS & Co 14,348,422 16.51%
Altius Resources Inc. 12,000,000 13.81%
Zila Corporation 6,499,999 7.48%
SVM Asset Management 4,360,000 5.02%
Credit Suisse Client Nominees
(UK) Limited 2,000,000 2.30%
Vidacos Nominees Limited 1,900,001 2.18%
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
2009.
SUBSEQUENT EVENTS
Details of subsequent events are set out in the Management's Discussion and Analysis.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of
any information needed by the Group's Auditors for the purposes of their audit and to establish that the
Auditors are aware of that information. The Directors are not aware of any relevant audit information of which
the Auditors are unaware.
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
27 October 2009
RAMBLER METALS AND MINING PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the directors' 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, elected to prepare the group
financial statements in accordance with International Financial Reporting Standards as adopted by the European
Union and have also elected to prepare the parent company financial statements in accordance with those
standards. Under company law the directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the company and the group and of the profit or
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;
- state whether the financial statements have been prepared in accordance with IFRSs as adopted by the European
Union
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company and the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the company's transactions and 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
2006. They are also responsible for safeguarding the assets of the company and 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 2009
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 2008 (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 part-time 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 financial statements of Rambler Metals and Mining plc for the year ended 31 July 2009 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 reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company's members, as a body, in accordance with sections 495 and 496 of the
Companies Act 2006. 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
As explained more fully in the directors' responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Board's Ethical Standards for Auditors.
Scope of the audit
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the
group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the directors; and the overall presentation of the
financial statements.
Opinion on financial statements
In our opinion;
- the financial statements give a true and fair view of the state of the group's and the parent company's
affairs as at 31 July 2009 and of the group's loss for the year then ended;
- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union as applied in accordance with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Separate opinion in relation to IFRSs
As explained in Note 2 to the group financial statements the group, in addition to applying IFRSs as adopted by
the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB).
In our opinion the group financial statements comply with IFRSs as issued by the IASB.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the directors' report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Emphasis of matter - availability of project finance
In forming our opinion, which is not qualified, we have considered the adequacy of the disclosures made in note
1 to the financial statements concerning the requirement of the company to raise further finance in relation to
the continuing evaluation and development of the Rambler mine and ultimate production. 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 in the subsidiary undertaking. The 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.
Nicole Kissun (Senior statutory auditor) London
for and on behalf of PKF (UK) LLP, Statutory auditors 27 October 2009
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 2009 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 2009 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
27 October 2009
RAMBLER METALS AND MINING PLC
CONSOLIDATED INCOME STATEMENT
For the Year Ended 31 July 2009
Note 2009 2008
Pounds Sterling Pounds Sterling
Revenue - -
Cost of sales - -
--------------------------
Gross profit - -
Administrative expenses (1,088,439) (948,769)
--------------------------
Operating loss 4 (1,088,439) (948,769)
--------------------------
Bank interest receivable 43,137 185,607
Finance costs (34,720) (41,946)
--------------------------
Net financing income 8,417 143,661
--------------------------
Loss before tax (1,080,022) (805,108)
Income tax credit 6 6,093 70,303
--------------------------
Loss for the period (1,073,929) (734,805)
--------------------------
--------------------------
Loss per share
Note 2009 2008
Pounds Sterling Pounds Sterling
Basic and diluted loss per share (p) 15 (1.8p) (1.4p)
--------------------------
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the Year Ended 31 July 2009
2009 2008
Pounds Sterling Pounds Sterling
Foreign exchange translation
differences 2,444,100 706,947
Loss for the period (1,073,929) (734,805)
-----------------------------
Total recognised income and expense
for the period 1,370,171 (27,858)
-----------------------------
-----------------------------
COMPANY STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the Year Ended 31 July 2009
2009 2008
Pounds Sterling Pounds Sterling
Loss for the period (420,043) (503,182)
-----------------------------
Total recognised income and expense for
the period (420,043) (503,182)
-----------------------------
-----------------------------
RAMBLER METALS AND MINING PLC
BALANCE SHEETS
As at 31 July 2009
Note Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Assets
Property, plant and
equipment 8 2,254,506 658 2,621,367 1,410
Intangible assets 9 17,611,282 - 12,125,573 -
Investments 10 - 17,811,784 - 16,904,669
-------------------------------------------------
Total non-current
assets 19,865,788 17,812,442 14,746,940 16,906,079
-------------------------------------------------
Trade and other
receivables 12 76,646 21,948 189,385 36,111
Cash and cash
equivalents 13 1,168,727 22,746 5,107,509 1,310,153
-------------------------------------------------
Total current assets 1,245,373 44,694 5,296,894 1,346,264
-------------------------------------------------
Total assets 21,111,161 17,857,136 20,043,834 18,252,343
-------------------------------------------------
-------------------------------------------------
Equity
Issued capital 593,850 593,850 593,850 593,850
Share premium 18,699,659 18,699,659 18,699,659 18,699,659
Merger reserve 120,000 - 120,000 -
Translation reserve 3,188,654 - 744,554 -
Accumulated losses (2,360,555) (1,534,523)(1,425,462) (1,136,526)
-------------------------------------------------
Total equity 14 20,241,608 17,758,986 18,732,601 18,156,983
-------------------------------------------------
Liabilities
Interest-bearing loans
and borrowings 17 459,920 - 454,370 -
-------------------------------------------------
Total non-current
liabilities 459,920 - 454,370 -
-------------------------------------------------
Interest-bearing loans
and borrowings 17 147,037 - 136,667 -
Trade and other
payables 16 262,596 98,150 720,196 95,360
-------------------------------------------------
Total current
liabilities 409,633 98,150 856,863 95,360
-------------------------------------------------
Total liabilities 869,553 98,150 1,311,233 95,360
-------------------------------------------------
Total equity and
liabilities 21,111,161 17,857,136 20,043,834 18,252,343
-------------------------------------------------
-------------------------------------------------
ON BEHALF OF THE BOARD:
Director
Approved and authorised for issue by the Board on 27 October 2009
RAMBLER METALS AND MINING PLC
STATEMENTS OF CASH FLOWS
For the Year Ended 31 July 2009
Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cash flows from
operating activities
Operating loss (1,088,439) (433,444) (948,769) (557,731)
Depreciation 59,389 1,016 6,135 1,134
Share based payments 134,967 18,177 98,491 1,861
Decrease in debtors 110,737 12,161 13,218 24,414
(Decrease)/increase in
creditors (63,170) 2,790 (36,638) (58,680)
------------------------------------------------
Cash utilised in operations (846,516) (399,300) (867,563) (589,002)
Interest paid (34,720) - (41,946) -
Tax received 6,093 - - -
------------------------------------------------
Net cash from operating
activities (875,143) (399,300) (909,509) (589,002)
------------------------------------------------
Cash flows from investing
activities
Interest received 45,139 15,403 186,538 55,481
Loans to subsidiaries - (907,115) - (4,607,749)
Acquisition of evaluation
and exploration assets (2,957,207) - (4,934,892) -
Acquisition of property,
plant and equipment (453,251) (264)(1,137,741) -
------------------------------------------------
Net cash from investing
activities (3,365,319) (891,976)(5,886,095) (5,886,095)
------------------------------------------------
Cash flows from financing
activities
Proceeds from the issue
of share capital - - 5,806,625 5,806,625
Payment of transaction
costs - - (366,197) (366,197)
Proceeds from issue of
share options 3,869 3,869 - -
Capital element of finance
lease payments (68,996) - (191,777) -
------------------------------------------------
Net cash from financing
activities (65,127) 3,869 5,248,651 5,440,428
------------------------------------------------
Net (decrease)/increase
in cash and cash
equivalents (4,305,589) (1,287,407)(1,546,953) 299,158
Cash and cash equivalents
at beginning of period 5,107,509 1,310,153 6,590,372 1,010,995
Effect of exchange rate
fluctuations on cash held 366,807 - 64,090 -
------------------------------------------------
Cash and cash equivalents
at end of period 1,168,727 22,746 5,107,509 1,310,153
------------------------------------------------
------------------------------------------------
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 of 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 and gold prices, its ability to fund its development and exploration programs, and to
manage and generate positive cash flows from operations in the future. These financial statements do not
reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance
sheet classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. On 29 September 2009, the Group announced the conditional placement of
27,500,000 Ordinary Shares at 20 pence each to raise approximately Pounds Sterling 5.5 million before expenses.
Subsequently, on 20 October 2009, during an Extraordinary General Meeting, the shareholders granted authority
to the directors to issue up to 59,385,000 Ordinary Shares in order to allow the directors to issue the shares
for the private placement and to provide them with the flexibility to seek further finance. On 27 October 2009,
some of the proceeds from this fundraising were used to complete the acquisition of the Nugget Pond mill
referred to in the subsequent events note 21. The remainder of the proceeds will be used to finance ongoing
engineering projects and fund working capital requirements. In addition to this private placement, the
Directors and management are currently evaluating a number of debt financing proposals in order to finance the
project through into production. The Directors are confident the funds provided by closing of the private
placement will be sufficient to maintain current operations for the forthcoming 12 months and therefore have
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 2009 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. There are no material differences on application to the Group. The consolidated financial
statements have also been prepared in accordance with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
There is no material impact or standards adopted in the year. In addition, there have been no standards issued
but not yet effective that have been early adopted.
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 2009:
Nature of
change to Application Application
IFRS Title accounting date of date for
/Amendment policy standard Group
----------------------------------------------------------------------------
IAS 1 Presentation No change to 1 January 2009 1 August 2009
revised/ of financial accounting policy,
amended statements therefore, no impact
----------------------------------------------------------------------------
IAS 7 Statement of No change to 1 January 2010 1 August 2010
amendment cash flows accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 16 Property, No change to
amendment plant and accounting policy,
equipment therefore, no impact
----------------------------------------------------------------------------
IAS 17 Leases No change to 1 January 2010 1 August 2010
amendment accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 23 Borrowing Finance costs 1 January 2009 1 August 2009
amendment costs directly related
to non-current assets
will be capitalised
----------------------------------------------------------------------------
IAS 27 Consolidated No change to 1 January 2009 1 August 2009
amendment and separate accounting policy,
financial therefore, no impact
statements
----------------------------------------------------------------------------
IAS 32 Financial No change to 1 January 2009 1 August 2009
amendment instruments: accounting policy,
Presentation therefore, no impact
----------------------------------------------------------------------------
IAS 36 Impairment of No change to 1 January 2009 1 August 2009
amendment assets accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IAS 39 Financial No change to 1 January 2009 1 August 2009
amendment instruments accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IFRS 3/ Business No change to 1 July 2009 1 August 2009
IAS 27 combinations/ accounting policy,
revised consolidated therefore, no impact
and separate
financial
statements
----------------------------------------------------------------------------
IFRS 1 First time No change to 1 January 2009 1 August 2009
amended adoption of accounting policy,
IFRS therefore, no impact
----------------------------------------------------------------------------
IFRS 2 Share-based No change to 1 January 2009 1 August 2009
Amended payment accounting policy,
therefore, no impact
----------------------------------------------------------------------------
IFRS 7 Financial No change to 1 January 2009 1 August 2009
revised instruments: accounting policy,
Disclosures therefore, no impact
----------------------------------------------------------------------------
IFRS 8 Operating No change to Supersedes IAS 1 August 2009
segments accounting policy, 14 from 1
therefore, no impact January 2009
----------------------------------------------------------------------------
IFRIC 16 Hedges of a No change to 1 October 2008 1 August 2009
net investment accounting policy,
in a foreign therefore, no impact
operation
----------------------------------------------------------------------------
IFRIC 17 Distribution No change to 1 July 2009 1 August 2009
of non-cash accounting policy,
assets to therefore, no impact
owners
----------------------------------------------------------------------------
IFRIC 18 Transfers No change to 1 July 2009 1 August 2009
of assets accounting policy,
from customers therefore, no impact
----------------------------------------------------------------------------
Management have reviewed the impact of the above standards and interpretations and have concluded that they
will not result in any material changes to reported results.
(b) Basis of preparation
The financial statements are presented in British pounds, rounded to the nearest pound.
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
22.
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:
- 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
The estimated useful lives and residual values of the assets are considered annually and restated as required.
(f) Intangible assets
(i) 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 and the availability of finance 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.
(ii) Impairment of exploration and evaluation costs
Impairment reviews for exploration and evaluation costs are carried out on a project by project basis, with
each project representing a potential single cash generating unit. An impairment review is undertaken when
indicators of impairment arise but typically when one of the following circumstances apply:
- unexpected geological occurrences that render the resource uneconomic;
- title to the asset is compromised;
- variations in metal prices that render the project uneconomic; and
- variations in the exchange rate for the currency of operation.
(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)).
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 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 accumulated losses 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 and gold deposits. All the
Group's activities are related to the exploration for, and development of, copper and gold in Newfoundland,
Canada with support provided from the UK. The business segment is the primary reporting format. 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 (2008: Pounds Sterling nil).
2009 2008
Pounds Sterling Pounds Sterling
Total assets
Canada 21,065,809 18,696,160
UK 45,352 1,347,674
-----------------------------------
Total 21,111,161 20,043,834
-----------------------------------
-----------------------------------
2009 2008
Pounds Sterling Pounds Sterling
Capital expenditure on deferred
exploration and evaluation costs
Canada 3,612,120 5,638,837
UK - -
-----------------------------------
Total 3,612,120 5,638,837
-----------------------------------
-----------------------------------
Capital expenditure on property, plant
and equipment
Canada 424,200 1,072,786
UK 264 -
-----------------------------------
Total 424,464 1,072,786
-----------------------------------
-----------------------------------
Result for the year
Canada (653,886) (231,624)
UK (420,043) (503,181)
-----------------------------------
Total (1,073,929) (734,805)
-----------------------------------
-----------------------------------
4. Operating loss
The operating loss is after
charging/(crediting):
2009 2008
Pounds Sterling Pounds Sterling
Depreciation - owned assets 59,389 6,135
Directors' emoluments (see note 20) 180,736 98,422
Auditors' remuneration:
Audit of these financial statements 23,500 29,201
Fees payable to the auditor for
other services:
Audit of accounts of associates of
the Company pursuant to legislation 2,500 3,000
Other services related to tax 9,150 42,675
Other services relating to corporate
finance - 2,000
Other services 1,250 2,900
Operating lease rentals 41,624 42,833
Foreign exchange differences (1,548) 94
-----------------------------------
-----------------------------------
The Audit Committee reviews the nature and extent of non-audit services to ensure that independence is
maintained.
In addition to the depreciation charge shown above, depreciation of Pounds Sterling 987,982 (2008: Pounds
Sterling 731,933) was capitalised within exploration and evaluation assets.
5. Personnel expenses
Salary costs
Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Wages and salaries 1,369,857 142,400 1,482,703 148,400
Share based payments 134,967 18,177 98,491 1,861
Compulsory social security
contributions 95,919 10,484 109,393 12,468
-----------------------------------------
1,600,743 171,061 1,690,587 162,729
-----------------------------------------
-----------------------------------------
Salary costs of Pounds Sterling 1,004,619 (2008: Pounds Sterling 1,302,809)
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
2009 2009 2008 2008
Directors 8 8 7 7
Administration 6 2 3 2
Exploration and evaluation 26 - 36 -
----------------------------------------
40 10 46 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 Weighted
average average
exercise Number exercise Number
price of options price of options
2009 2009 2008 2008
Outstanding at the beginning
of the period 47.9p 1,245,000 40.4p 505,000
Granted during the period 11.2p 2,121,000 52.9p 765,000
Exercised during the period - - 42.5p (25,000)
Cancelled during the period 46.9p (155,000) - -
--------- ---------
Outstanding and exercisable
at the end of the period 23.3p 3,211,000 47.9p 1,245,000
--------- ---------
--------- ---------
Share-based payments
The options outstanding at 31 July 2009 have an exercise price in the range of 10p to 55p and a weighted
average remaining contractual life of 9 years (2008: 8 years).
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.
Fair value of share options
and assumptions 2009 2008
Pounds Sterling Pounds Sterling
Fair value at measurement date 134,967 98,491
--------------------------
Share price (weighted average) 23.3p 47.9p
Exercise price (weighted average) 23.3p 47.9p
Expected volatility (expressed as
weighted average volatility used
in the modelling under
Black-Scholes model) 65.3% 63.2%
Expected option life 5 5
Expected dividends 0 0
Risk-free interest rate (based on
national government bonds) 4.30% 4.30%
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.
2009 2008
Pounds Sterling Pounds Sterling
Share options granted in 2008 82,859 98,491
Share options granted in 2009 52,108 -
------- -------
Total expense recognised as employee costs 134,967 98,491
------- -------
------- -------
6. Income tax credit
Recognised in the income statement
2009 2008
Pounds Sterling Pounds Sterling
Current tax expense
Current year - -
------- -------
- -
Deferred tax credit
Origination and reversal of
temporary differences 201,596 210,094
Benefit of tax losses recognised (201,596) (270,589)
Tax losses surrendered for tax credit (6,093) -
Effect of change in tax rates - (9,808)
------- -------
Total income tax credit in income statement (6,093) (70,303)
------- -------
------- -------
Reconciliation of effective tax rate
2009 2008
Pounds Sterling Pounds Sterling
Loss before tax (1,080,022) (805,108)
------------------------------
------------------------------
Income tax using the domestic
corporation tax rate of
28% (2008: 29.33%) (302,406) (236,139)
Effect of tax rates in foreign
jurisdictions (rates increased) (6,600) (6,731)
Non-deductible expenses 39,499 32,126
Effect of tax losses carried forward 263,414 146,402
Overprovision in previous years - (5,961)
------------------------------
(6,093) (70,303)
------------------------------
------------------------------
7. Loss of parent company
As permitted by section 408 of the Companies Act 2006, 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 420,043 (2008: Pounds Sterling 503,182).
8. Property, plant and equipment - group
Fixtures,
fittings
Land and Motor Plant and and Computer Total
buildings vehicles equipment equipment equipment
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Cost
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
-------------------------------------------------------------
-------------------------------------------------------------
Balance at 1
August 2008 474,535 96,116 2,768,527 18,057 124,316 3,481,551
Acquisitions 37,313 37,297 212,444 9,034 128,376 424,464
Disposals - (77,479) - - - (77,479)
Effect of
movements in
foreign
exchange 61,626 10,224 386,609 3,037 24,876 491,072
-------------------------------------------------------------
Balance at 31
July 2009 578,174 66,158 3,367,580 30,128 277,568 4,319,608
-------------------------------------------------------------
-------------------------------------------------------------
Depreciation
and impairment
losses
Balance at 1
August 2007 16,860 7,468 53,433 2,440 12,045 92,246
Depreciation
charge for
the period 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
-------------------------------------------------------------
-------------------------------------------------------------
Balance at 1
August 2008 125,853 22,775 668,906 7,417 35,233 860,184
Depreciation
charge for
the year 141,000 11,871 823,023 8,570 62,907 1,047,371
On disposals - (26,448) - - - (26,448)
Effect of
movements in
foreign
exchange 26,408 2,082 145,300 1,573 8,632 183,995
-------------------------------------------------------------
Balance at 31
July 2009 293,261 10,280 1,637,229 17,560 106,772 2,065,102
-------------------------------------------------------------
-------------------------------------------------------------
Carrying
amounts
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
-------------------------------------------------------------
-------------------------------------------------------------
At 1 August
2008 348,682 73,341 2,099,621 10,640 89,083 2,621,367
-------------------------------------------------------------
-------------------------------------------------------------
At 31 July 2009 284,913 55,878 1,730,351 12,568 170,796 2,254,506
-------------------------------------------------------------
-------------------------------------------------------------
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 2009, the net carrying amount
of leased plant and machinery was Pounds Sterling 280,931 (2008: Pounds Sterling 507,976). The leased equipment
secures lease obligations (see note 17).
8. Property, plant and equipment - company
Computer
equipment
Pounds Sterling
Cost
Balance at 1 August 2007 3,405
Acquisitions -
-------
Balance at 31 July 2008 3,405
-------
-------
Balance at 1 August 2008 3,405
Acquisitions 264
-------
Balance at 31 July 2009 3,669
-------
-------
Depreciation and impairment losses
Balance at 1 August 2007 861
Depreciation charge for the period 1,134
-------
Balance at 31 July 2008 1,995
-------
-------
Balance at 1 August 2008 1,995
Depreciation charge for the year 1,016
-------
Balance at 31 July 2009 3,011
-------
-------
Carrying amounts
At 1 August 2007 2,544
-------
-------
At 31 July 2008 1,410
-------
-------
At 1 August 2008 1,410
-------
-------
At 31 July 2009 658
-------
-------
9. Intangible assets - group
Exploration
and
evaluation
Costs
Pounds Sterling
Cost
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
----------
----------
Balance at 1 August 2008 12,125,573
Acquisitions 3,612,120
Effect of movements in foreign exchange 1,873,589
----------
Balance at 31 July 2009 17,611,282
----------
----------
Carrying amounts
At 1 August 2007 5,941,947
----------
----------
At 31 July 2008 12,125,573
----------
----------
At 1 August 2008 12,125,573
----------
----------
At 31 July 2009 17,611,282
----------
----------
Consideration of impairment for exploration and evaluation costs
The directors have assessed whether there are any indicators of impairment in respect of exploration and
evaluation costs. In making this assessment they have considered the Group's business plan which includes
resource estimates, future processing capacity, the forward market and longer term price outlook for copper and
gold. The directors do not consider that there are any indicators that exploration and evaluation costs are
impaired ay the year end.
10. Investments - company
Investment in
Subsidiary Loans Total
Pounds Sterling Pounds Sterling Pounds Sterling
Cost
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
-----------------------------------------
-----------------------------------------
Balance at 1 August 2008 240,000 16,664,669 16,904,669
Advances - 907,115 907,115
-----------------------------------------
Balance at 31 July 2009 240,000 17,571,784 17,811,784
-----------------------------------------
-----------------------------------------
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
Limited Ordinary 100% Holding company England
Rambler Metals
and Mining 100%
Canada Limited Common (indirectly) Exploration Canada
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:
Assets Liabilities Net
2009 2008 2009 2008 2009 2008
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Property, plant
and equipment (44,111) - - 44,910 (44,111) 44,910
Intangible assets - - 697,563 375,537 697,563 375,537
Tax value of loss
carry-forwards
recognised (653,452) (420,447) - (653,452)(420,447)
-------------------------------------------------------
Net tax (assets)/
liabilities (697,563) (420,447) 697,563 420,447 - -
-------------------------------------------------------
-------------------------------------------------------
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2009 2008
Pounds Sterling Pounds Sterling
Deductible temporary differences (103) (74)
UK tax losses 348,615 246,174
Canadian tax losses 167,799 3,897
----------------------------
516,311 249,997
----------------------------
----------------------------
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 there from.
Movement in temporary differences during the year
Recogn- Effect of Exchange
Balance ised in change in difference Balance
1 Aug 07 income tax rate 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 -
--------------------------------------------------------
--------------------------------------------------------
Recogn- Effect of Exchange
Balance ised in change in difference Balance
1 Aug 08 income tax rate 31 Jul 09
Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling
Property, plant
and equipment 44,910 (85,200) (3,872) 51 (44,111)
Intangible assets 375,537 286,796 (32,381) 67,611 697,563
Tax value of loss
carry-forwards (420,447) (201,596) 36,253 (67,662) (653,452)
--------------------------------------------------------
- - - - -
--------------------------------------------------------
--------------------------------------------------------
12. Trade and other receivables
Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Other receivables 1,416 1,135 46,694 12,579
Sales taxes recoverable 23,575 2,782 110,146 8,197
Prepayments and accrued
income 51,655 18,031 32,545 15,335
--------------------------------------------
76,646 21,948 189,385 36,111
--------------------------------------------
--------------------------------------------
13. Cash and cash equivalents
Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Canadian Government Treasury
Bills 951,171 - 3,176,010 -
Bank balances 217,556 22,746 1,931,499 1,310,153
----------------------------------------------
Cash and cash equivalents in
the statement of cash flows 1,168,727 22,746 5,107,509 1,310,153
----------------------------------------------
----------------------------------------------
14. Capital and reserves
Reconciliation of movement in capital and reserves - group
Group
Accumu-
Share Share lated 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 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
--------------------------------------------------------------
--------------------------------------------------------------
Balance at 1
August 2008 593,850 18,699,659(1,425,462) 744,554 120,000 18,732,601
Total
recognized
income and
expense - -(1,073,929) 2,444,100 - 1,370,171
Share-based
payments - - 138,836 - - 138,836
--------------------------------------------------------------
Balance at 31
July 2009 593,850 18,699,659(2,360,555) 3,188,654 120,000 20,241,608
--------------------------------------------------------------
--------------------------------------------------------------
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 the Companies Act 1985, which continue under the Companies Act 2006, 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.
Reconciliation of movement in capital and reserves - company
Share Share Accumulated Total
capital premium losses
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
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
Cost of share issues - (366,197) - (366,197)
-------------------------------------------------
Balance at 31 July 2008 593,850 18,699,659 (1,136,526) 18,156,983
-------------------------------------------------
-------------------------------------------------
Balance at 1 August 2008 593,850 18,699,659 (1,136,526) 18,156,983
Loss for the year - - (420,043) (420,043)
Share-based payments - - 22,046 22,046
-------------------------------------------------
Balance at 31 July 2009 593,850 18,699,659 (1,534,523) 17,758,986
-------------------------------------------------
-------------------------------------------------
Share capital and share premium - group and company
Number
In issue at 1 August 2007 49,700,000
Issued for cash 9,685,000
----------
In issue at 31 July 2008 59,385,000
----------
----------
In issue at 1 August 2007 59,385,000
Issued for cash -
----------
In issue at 31 July 2009 59,385,000
----------
----------
At 31 July 2009, the authorised share capital comprised 1,000,000,000 ordinary shares of 1p each.
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.
Details of shares issued during the year ended 31 July 2008 are as follows:
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.
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 2009 was based on the loss attributable to ordinary
shareholders of Pounds Sterling 1,073,929 and a weighted average number of ordinary shares outstanding during
the period ended 31 July 2009 of 59,385,000 calculated as follows:
Loss attributable to ordinary shareholders
2009 2008
Pounds Sterling Pounds Sterling
Loss for the period (1,073,929) (734,805)
----------------------------
Loss attributable to ordinary shareholders (1,073,929) (734,805)
----------------------------
----------------------------
Weighted average number of ordinary shares
Number
At 1 August 2007 49,700,000
Effect of shares issued during the year 1,816,712
-----------
At 31 July 2008 51,516,712
-----------
-----------
In issue at 1 August 2008 59,385,000
Effect of shares issued during year -
-----------
Weighted average number of ordinary shares
at 31 July 2009 59,385,000
-----------
-----------
There is no difference between the basic and diluted loss per share. At 31 July 2009 there were 3,313,000
(2008: 1,270,000) share options, 478,200 (2008: 478,200) compensation options and nil (2008: 4,675,000) share
warrants in issue which may have a dilutive effect on the basic earnings or loss per share in the future.
16. Trade and other payables
Group Company Group Company
2009 2009 2008 2008
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Trade payables 28,801 4,602 516,165 23,317
Non trade payables 13,327 381 67,498 27,417
Accrued expenses 220,468 93,167 136,533 44,626
--------------------------------------------
262,596 98,150 720,196 95,360
--------------------------------------------
--------------------------------------------
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.
2009 2008
Pounds Pounds
Sterling Sterling
Non-current liabilities
Bank loan 18,348 -
Finance lease liabilities 441,572 454,370
--------------------
459,920 454,370
--------------------
--------------------
Current liabilities
Current portion of bank loan 1,818 -
Current portion of finance
lease liabilities 145,219 136,667
--------------------
147,037 136,667
--------------------
--------------------
Finance lease liabilities
Finance lease liabilities are payable as follows:
Minimum Minimum
lease lease
Payments Interest Principal Payments Interest Principal
2009 2009 2009 2008 2008 2008
Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling
Less than
one year 187,074 41,855 145,219 167,170 30,503 136,667
Between one and
five years 464,947 23,375 441,572 494,536 40,166 454,370
---------------------------------------------------------
652,021 65,230 586,791 661,706 70,669 591,037
---------------------------------------------------------
---------------------------------------------------------
Under the terms of the lease agreements, no contingent rents are payable.
18. Financial risk management
The Group's principal financial assets comprise: cash and cash equivalents and other receivables. In addition
the Company's financial assets include amounts due from subsidiaries. The Group and Company's financial
liabilities comprise: trade payables; other payables; and accrued expenses. The Group's financial liabilities
also include interest bearing loans and borrowings.
All of the Group's and Company's financial liabilities are measured at amortised cost and their financial
assets are classified as loans and receivables.
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 2009.
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.
Exchange rate fluctuations may adversely affect the Group's financial position and results. The following table
details the Group's sensitivity to a 10% strengthening and weakening in the Canadian Dollar against the GB
Pound. 10% represents management's assessment of the reasonable possible exposure.
Equity
2009 2008
Pounds Sterling Pounds Sterling
10% weakening of Canadian Dollar (2,029,441) (1,589,116)
10% strengthening of Canadian Dollar 2,254,933 1,748,249
--------------------------
--------------------------
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 given the recent 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 2009.
The Group's and Company's trade payables, other payables and accrued expenses are generally due between one and
three months and the Group's financial liabilities are due as follows:
Financial liabilities
At the year end the analysis of finance leases, hire purchase contracts and bank loans which were all due in
Canadian Dollars and are at fixed interest rates was as follows:
Fixed rate liabilities
2009 2008
Pounds Sterling Pounds Sterling
Due within one year 147,037 136,667
Due within one to two years 223,802 175,923
Due within two to three years 201,147 148,366
Due within three to four years 11,545 130,081
Due within four to five years 12,346 -
Due after five years 11,080 -
-------------------------
606,957 591,037
-------------------------
-------------------------
The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 July 2009
was 5.50%.
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. As at 31 July 2009, 81% of the
Group's cash resources were invested in a short term deposit. 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 2009 was represented by receivables and cash
resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to
twelve month's maximum duration. 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:
Fixed rate Floating Average Average
assets rate period for interest
Assets Total which rates rates for
are fixed fixed rate
At 31 July 2009 Pounds Pounds Pounds assets
Sterling Sterling Sterling Months %
Sterling - 22,746 22,746 - -
Canadian $ 951,171 194,810 1,145,981 2 0.84
-----------------------------
951,171 217,556 1,168,727
-----------------------------
-----------------------------
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
------------------------------
------------------------------
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 2009, the Group had the following capital commitments:
2009 2008
Pounds Sterling Pounds Sterling
In respect of:
Property, plant and equipment 25,738 29,591
Exploration and evaluation costs - 252,512
-------------------------
25,738 282,103
-------------------------
-------------------------
At 31 July 2009 the company had the following operating lease commitments:
2009 2008
Pounds Sterling Pounds Sterling
In respect of land and buildings
Payable within one year - 16,260
-------------------------
-------------------------
Other
Payable within one year 8,892 -
Payable within one to two years 8,892 -
Payable within two to three years 2,224 -
-------------------------
20,008 -
-------------------------
-------------------------
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:
2009 2008
Pounds Sterling Pounds Sterling
Salary - executive
G Ogilvie (director from 3 March 2008) 104,851 42,022
J Thomson (director from 20 October 2008) 46,685 -
S Neamonitis (became non-executive
on 3 March 2008) - 17,600
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 1,400
J A Baker 1,400 1,400
B D Hinchcliffe (includes additional
fees of Pounds Sterling 2,400
(2007: Pounds Sterling 12,000)) 10,400 20,000
--------------------------
180,736 98,422
--------------------------
--------------------------
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). The payment of fees to non-executive directors was suspended during the year in order to
preserve cash. At 31 July 2009 fees of Pounds Sterling 22,267 (2008: Pounds Sterling 6,267) remained
outstanding.
Total key management personnel compensations were as follows:
2009 2008
Pounds Sterling Pounds Sterling
Salaries 215,251 212,703
Share based payments 54,158 54,186
--------------------------
269,409 266,889
--------------------------
--------------------------
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
14% shareholder in the company.
The following expenses reimbursements were payable to directors at 31 July 2009:
S Neamonitis Pounds Sterling nil (31 July 2008: Pounds Sterling 1,073)
B Hinchcliffe Pounds Sterling nil (31 July 2008: Pounds Sterling 1,313)
Consultancy fees were payable to Altius Mineral Corporation for the year ended 31 July 2009 for the consultancy
services of J Baker & B Dalton amounting to Pounds Sterling 13,200 (31 July 2008: Pounds Sterling 13,200).
This balance was accrued at the period end.
21. Subsequent events
On 9 September 2009, the company signed a sale and purchase agreement to acquire the Nugget Pond mill for Can$
3.5 million.
On 21 September 2009, the company signed a confidentiality agreement with Tenacity Gold Mining Company Ltd to
evaluate the potential of developing the Deer Cove deposit. The deposit is located on the Baie Verte Peninsula
of Newfoundland, just 50 kilometres from the Nugget Pond mill.
On 21 September 2009, the company announced it has entered into an option agreement with Seaside Realty Ltd
(Seaside) to earn up to a 50% undivided interest in the Corkscrew/Big Bear Property, also located on the Baie
Verte Peninsula. As outlined in the agreement Rambler will assume project management of the property for two
years. During which time Rambler will be responsible for all geologic compilation and exploration management
while Seaside will be responsible for all diamond drilling related costs.
On 29 September 2009, the Group announced the conditional placement of 27,500,000 Ordinary Shares at 20 pence
each to raise approximately Pounds Sterling 5.5 million before expenses. Subsequently, on 20 October 2009,
during an Extraordinary General Meeting, the shareholders granted authority to the directors to issue up to
59,385,000 Ordinary Shares in order to allow the directors to issue the shares for the private placement and to
provide them with the flexibility to seek further finance. Some of the proceeds from this fundraising was used
to complete the acquisition of the Nugget Pond mill on 27 October 2009. The remainder of the proceeds will be
used to finance ongoing engineering projects and fund working capital requirements.
22. 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 there are any indicators of impairment in respect of exploration and
evaluation costs. In making this assessment they have considered the Group's business plan which includes
resource estimates, future processing capacity, the forward market and longer term price outlook for copper and
gold. Resource estimates have been based on the most recently filed NI43-101 report and metal prices were
conservatively set below current market consensus. 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. After consideration of the above factors, the directors do not consider that
there are any indicators that exploration and evaluation costs are impaired at the year end.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining PLC
George Ogilvie
President & CEO
+1 (709) 532 4990
OR
Rambler Metals and Mining PLC
Leslie Little
Company Secretary
+44 (0) 14-8341-9942
OR
Seymour Pierce Limited
Nandita Sahgal
+44 (0)20 7107 8000
OR
Pelham Public Relations
Chelsea Hayes
+44 (0)20 7337 1523
OR
Pelham Public Relations
Klara Kaczmarek
+44 (0)20 7337 1524
OR
Ocean Equities Limited
Guy Wilkes
+44 (0)20 786 4370
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responsibility for the adequacy or accuracy of this release.
Rambler Metals & Mining Plc
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