RAMBLER METALS AND MINING PLC: 2nd Quarter Resu...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
March 20, 2008
Rambler Metals and Mining PLC 2nd Quarter Results 2008
LONDON, UNITED KINGDONOM and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - March 20, 2008) - Rambler
Metals and Mining PLC (TSX VENTURE:RAB)(AIM:RMM) (the "Company") today reports its 2nd Quarter results for the
three months ended 31 January 2008. The principal activity of the Company is carrying out development and
exploration on the Rambler Property, a mineral exploration property located on Newfoundland and Labrador's Baie
Verte Peninsula.
Operational & Exploration Highlights:
- Surface exploration drilling activity continued and a total of 2,419 metres was drilled in the quarter
compared to 3,366 metres drilled in Q2 2007. Surface drilling was lower due to a longer shut down period over
the Christmas period to perform overhaul maintenance. The diamond drilling continues to intersect
mineralization while extending the recently discovered zones of the 1807 zone and Upper Ming Footwall Zone.
Drilling intersections continually returned high grades of copper and gold. In mid-January 2008 the underground
diamond drill discovered gold mineralization on the 740L sitting on the same stratigraphic horizon and adjacent
to the previously mined massive sulphide zone. The Company intends to follow up on this gold discovery with
additional drilling both from surface and underground.
- As of 31 January 2008 165 million US gallons had been pumped out with the water level now situated on the
1600 Level. The ground conditions are good and very little rehabilitation work has been required to date. The
dewatering programme is 94% complete and on target with original estimates to reach the 200 M US gallon
milestone towards the end of March 2008.
- On 1 September 2007 a contract was entered with SRK Consulting, Toronto to conduct a scoping study for the
mine to help form the basis of an economic analysis for the project. The scoping study is proceeding well and
is expected to be complete in Q3 2008.
- The headcount has increased by two bringing the total workforce to 35 employees working on the project. An
additional core handler and geologist were hired due to the additional diamond drill generating more core to be
handled, split and analyzed.
- On 29 February 2008, George Ogilvie was promoted to President and CEO of the Company. Stanley Neamonitis, who
has been President and CEO of the Company since its formation, will remain as a Non-Executive Director.
Financial Highlights:
- Compared to the quarter ending 31 January 2007, net losses decreased Pounds Sterling 101,140 to Pounds
Sterling 238,377 and the loss per share decreased from 0.85p to 0.48p. Losses were lower as administration
expenses decreased Pounds Sterling 98,714 to Pounds Sterling 287,217. One-off costs totalling Pounds Sterling
242,688 relating to pursuing a secondary listing for the shares in the Company and share based payment expenses
were incurred in the previous year were offset by a Pounds Sterling 66,204 charge for share based payment
expenses in the current quarter.
- Cash flows used for operating activities decreased by Pounds Sterling 37,348 substantially as a result of
reduced operating losses. Cash flows used for investing activities increased by Pounds Sterling 498,059
primarily as a result of a more aggressive exploration programme and mine rehabilitation activities. Cash flows
used for financing activities were Pounds Sterling 55,467 being capital payments on new finance leases.
- Total assets include accumulated deferred exploration expenditures and mine rehabilitation costs increased
Pounds Sterling 572,756 to Pounds Sterling 15,445,695. This increase was substantially funded from cash
deposits.
- The cash at the end of the period was Pounds Sterling 3,307,909.
- On 13 March 2008, the Company announced that subject to the terms and conditions of a Placing, the passing of
resolutions by shareholders at a General Meeting to be held on 10 April 2008, and the approval of the TSX
Venture Exchange, it has successfully raised Pounds Sterling 5.8 million before expenses through a placing of
9,660,000 Ordinary Shares (the "Placing Shares") at 60 pence each.
George Ogilvie, President and Chief Executive Officer commented:
"I am delighted to announce that Rambler has been progressing well in the delineation and exploration drilling
and the mine continues to produce exciting high grade drill results. The underground drill delineation program
is continuing and there is a plan to publish a National Instrument 43-101 compliant report in fiscal 2008. The
Company continues to operate on track; the Mine shall be fully dewatered by June of this year. In my new
position of CEO I am excited about transforming the Ming Mine into a producing mine over the coming year, and
remain very positive about our aggressive exploration programme on the 1807 Zone, Gold Zone and other
unexplored areas on the property. Following the successful completion of the placement, the Company will have
the ability to advance the project to production by completing more detailed engineering and continuing
rehabilitation of infrastructure at site. I am also focused on transforming Rambler into a mid-tier mining
company through the development of other projects, acquisitions, and joint ventures.
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.
RAMBLER METALS AND MINING PLC
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SECOND QUARTER
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 for the quarter ended 31
January 2008. This discussion should be read in conjunction with our audited financial statements for the year
ended 31 July 2007 and the related notes thereto. These consolidated statements have been prepared in
accordance with International Financial Reporting Standards (IFRS).
This MD&A, which has been prepared as of 12 March 2008, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2007 prepared in accordance with
International Financial Reporting Standards (IFRS). Unless otherwise stated, all reported amounts are stated in
British Pounds.
OUR BUSINESS & OPERATIONS REVIEW
The parent company was incorporated as Fortress Metals and Mining plc on 14 April 2004 and changed its name to
Rambler Metals and Mining plc on 17 March 2005. The parent company's Ordinary Shares were admitted for trading
on the London AIM market on 8 April 2005 under the symbol "RMM" and were listed on the TSX Venture Exchange on
7 February 2007 under the symbol "RAB".
The principal activity of the Group is carrying out development and exploration on the Rambler Property a
mineral exploration property located on Newfoundland and Labrador's Baie Verte Peninsula.
Operational highlights include:
- Exploration Drilling- surface exploration drilling activity continued with a total of 2,419 metres drilled in
the quarter compared to 3,366 metres drilled for the same period in 2007. For fiscal 2008 year-to-date a total
of 6,763 metres has been drilled compared to 7,660 metres for the same period in 2007. Surface drilling metres
were lower than the same period in 2007 due to a longer shutdown period over the Christmas and New Year period
to perform overhaul maintenance on the surface drills. Diamond drilling continues to intersect mineralization
while extending the recently discovered zones of the 1807 zone and Upper Ming Footwall Zone. The focus of the
Group's two surface exploration drills has been to complete delineation drilling of the footwall deposit below
the historical old workings while exploring the 1807 zone. Following the award of a 20,000m underground
drilling program the Group's first underground drill arrived on site in late October and our underground
drilling program began in November 2007. To date the underground drill has drilled 3,270 metres of delineation
drilling in the lower footwall zone. In mid-January 2008 the underground diamond drill discovered gold
mineralization on the 740L sitting on the same stratigraphic horizon and adjacent to the previously mined
massive sulphide zone. The Group intends to follow up on this gold discovery with additional drilling both from
surface and underground. All mineralized zones remain open at depth and have not been cut-off.
- Mine Dewatering- at 31 January 2008, 165 million US gallons of water had been pumped out of the mine with the
water level receding to the 1600 Level. As of 6 March 2008 188 million US gallons had been pumped out with the
water level now situated on the 1850 Level. The ground conditions remain good and very little rehabilitation
work has been required to date. As the water level recedes, air, water and electrical infrastructure is being
installed which will allow a more cost effective and faster resumption of mining operations than competing
projects.
- Scoping Studies- on 1 September 2007, a contract was entered with SRK Consulting, Toronto to conduct a
scoping study for the mine. The scoping study is underway and is proceeding well. The purpose of the scoping
study will be to provide a conceptual design for the mine and mill with anticipated production rates. A capital
and operating cost estimate to within +/- 25% will also be part of the work scope study. The above will form
the basis of an economic analysis for the project. The scoping study will be completed in fiscal Q3 2008.
- Headcount - The headcount for fiscal Q2 2008 increased by two (2) to bring the total workforce to 35
employees. The additional underground diamond drill has resulted in significantly more core being generated
than can be handled, split and analyzed by a geologist. Hence, one additional core handler and geologist were
hired.
SELECTED FINANCIAL INFORMATION
The following selected financial information has been derived from the consolidated financial statements of the
Group for the periods indicated and should be read in conjunction with such statements and notes thereto.
/T/
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3 months 3 months
Selected Financial Information ended ended
All amounts in Pounds Sterling, 31 January 31 January
except shares and per share figures 2008 2007
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Revenue - -
Administrative Expenses 284,918 385,931
Bank Interest Receivable 60,638 46,414
Net (loss) (236,078) (339,517)
Loss per share in pence (basic and diluted) (0.47p) (0.85p)
Cash Flow (used) for operating activities (203,679) (241,027)
Cash Flow (used) for investing activities (1,472,192) (974,133)
Cash Flow (used) for financing activities (55,467) -
Net (decrease) in cash (1,731,338) (1,215,160)
Cash & Cash Equivalents at end of period 3,307,939 3,273,107
Total Assets 15,445,695 7,697,571
Total Liabilities 1,441,045 620,256
Working Capital 2,712,693 2,945,099
Weighted average number of shares
outstanding 49,725,000 40,030,000
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/T/
Review of quarter ending 31 January 2008
The Group's only source of income since incorporation has been bank deposit interest.
Compared to the quarter ending 31 January 2007, net losses decreased Pounds Sterling 198,860 to Pounds Sterling
238,377 and the loss per share decreased from 0.85p to 0.48p. One-off costs totalling Pounds Sterling 242,688
relating to pursuing a secondary listing for the shares in the parent company and share based payment expenses
were incurred in the previous year were offset by a Pounds Sterling 66,204 charge for share based payment
expenses in the current quarter. Interest income on cash deposits increased Pounds Sterling 14,224 to Pounds
Sterling 60,638.
Cash flows used for operating activities decreased by Pounds Sterling 37,348 substantially as a result of
reduced operating losses. Cash flows used for investing activities also increased by Pounds Sterling 498,059
primarily as a result of our ongoing aggressive exploration and mine rehabilitation activities. Cash flows used
for financing activities were Pounds Sterling 55,467 being capital payments on new finance leases.
Total assets including accumulated deferred exploration expenditures and mine rehabilitation costs increased
Pounds Sterling 572,756 to Pounds Sterling 15,445,695. This increase was substantially funded from cash
deposits.
The reasons or explanations for movements in costs, balance sheet accounts or cash flows compared to the first
quarter of fiscal 2008 are consistent with explanations given above.
SUMMARY OF QUARTERLY RESULTS
As only the quarterly financial statements for the quarter ending 31 October 2006 were prepared by the Group
prior to the parent company becoming a reporting issuer in the provinces of British Columbia and Alberta, the
Group is not presently required under applicable Canadian securities law to provide any additional quarterly
results other than as provided below.
/T/
Quarterly Results (all amounts in British Pounds except per share figures)
4th 3rd 2nd 1st
Fiscal 2008 Quarter Quarter Quarter Quarter
-----------
Revenue - -
Net Loss (238,377) (135,296)
Loss per share Basic
& diluted (in pence) (0.48) (0.27)
Fiscal 2007
-----------
Revenue - - - -
Net Loss (87,557) (191,441) (339,517) (50,714)
Loss per share-Basic
& diluted (in pence) (0.14) (0.48) (0.85) (0.13)
Net losses for the first three quarters of 2007 are stated in accordance
with UK GAAP.
/T/
Starting in the second quarter of Fiscal 2007, increasing administrative expenses associated with mine
rehabilitation activities started driving up losses generally. One-off costs associated with pursuing a
secondary listing for the shares of the parent company and completing a fund raising were also key factors
behind the increase in net losses for the second and third quarters of Fiscal 2007. Options were also granted
during the second quarters of Fiscal 2007 and 2008 resulting in a share based payment expense.
SUBSEQUENT EVENTS
On 29 February 2008, George Ogilvie was promoted to President and CEO of the parent company. Stanley
Neamonitis, who has been President and CEO of the parent company since its formation, has agreed to stay on as
a non-executive director.
On 1 March 2008, Rambler Metals and Mining Canada Ltd (formerly 51190 Newfoundland & Labrador Inc.) and Altius
Resources Inc agreed to terminate service contract referred to in note 5 above.
On 13 March 2008, Rambler Metals and Mining PLC announced that subject to the terms and conditions of a
Placing, the passing of resolutions by shareholders at a General Meeting to be held on 10 April 2008, and the
approval of the TSX Venture Exchange, it has successfully raised Pounds Sterling 5.8 million before expenses
through a placing of 9,660,000 Ordinary Shares (the "Placing Shares") at 60 pence each.
OUTLOOK
The Group continues to:
- Drill off the mineralized zones with holes on 50 metre centres so that a NI 43-101 compliant report can be
published in the third quarter of Fiscal 2008. The 50 metre centres will enable us to produce a NI 43-101
compliant report and the surface delineation drilling into the lower footwall zone is also expected to be
completed during the next quarter.
- Pursue an exploration programme on the 1807 Zone, Gold zone and unexplored areas on the property while
continuing to delineate the footwall deposit from underground.
- Dewater the mine - management estimates the dewatering programme is now 94% complete and on target with
original estimates to reach the 200 M US gallon milestone by the end of March 2008.
- Progress with underground mining, mill and environmental scoping studies.
- In preparation for moving the project to pre-feasibility, construction and ultimately production the Group
will have to recruit additional manpower in key positions during the final six months of Fiscal 2008. These key
positions will include a financial controller who will be stationed at the Mine site, a Project Manager with
experience in multi-disciplinary activities including contractors, a Human Resource Assistant in preparation
for a recruitment drive in calendar 2009 and a Mining Engineer who will become the Group's representative for
all pre-feasibility engineering studies.
- Continue to invest in plant and equipment to support mine rehabilitation activities.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
To date, the Group has relied on shareholder funding to finance its operations. With finite cash resources and
no material income, the liquidity risk is significant and is managed by controls over expenditure. Success will
depend largely upon the outcome of ongoing and future exploration and evaluation programmes.
The majority of the Group's expenses are incurred in Canadian Dollars. The Group's principal exchange rate risk
is therefore related to movements between the Canadian Dollar and the British Pound. The Group's cash resources
are held in British Pounds and Canadian dollars. The Group has a downside risk to any strengthening of the
Canadian Dollar as this would increase expenses in British Pound terms. Any weakening of the Canadian Dollar
would however result in the reduction of expenses in British Pound terms and preserve cash resources.
Additionally, any such movements would affect the Consolidated Balance Sheet when the net assets of the
Canadian subsidiary are translated into British Pounds.
Cash balances in Canadian Dollars are kept under constant review and surplus funds are held on deposit on the
most advantageous terms of deposit available up to three month's maximum duration. Floating rate financial
assets comprise interest earning bank deposits at rates set by reference to the prevailing LIBOR or equivalent
prime rate. Fixed rate financial assets are cash held on fixed term deposit.
/T/
Cash and short terms deposits (expressed in British Pounds) were as follows:
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At 31 January 2008 Fixed Rate Assets Floating Rate Assets Total
Currency
----------------------------------------------------------------------------
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British Pound 670,000 77,208 747,208
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Canadian Dollars - 2,560,731 2,560,731
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At 31 January 2008 Fixed Rate Assets Floating Rate Assets Total
Currency
----------------------------------------------------------------------------
British Pound 2,694,938 20,820 2,714,962
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Canadian Dollars 668,656 (111,307) 557,359
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/T/
The Group also entered into leases for mining and other equipment. At 31 January 2008, the Group has
outstanding obligations, including interest, relating to these leases of Pounds Sterling 691,536.
The Group utilised Pounds Sterling 203,679 (2007: Pounds Sterling 241,027) to finance operating cash flows
during the quarter. This reduction was primarily a result of lower operating losses.
Cash outflows from investing activities increased to Pounds Sterling 1,472,192 (2006: Pounds Sterling 974,133)
as a result of a Pounds Sterling 474,218 increase in evaluation and exploration activities. Expenditure on
plant and equipment to support the increase in activity also continues to increase significantly compared to
prior years.
Cash outflows relating to financing activities were Pounds Sterling 55,467 (2006: Pounds Sterling nil) and
relates to payments made under finance leases.
Interest received increased in line with higher cash balances on deposit compared to the same quarter last
year.
Cash at the end of the period stood at Pounds Sterling 3,307,939. The directors have progressed their financing
plan during the second quarter and are confident that a fundraising will be completed by 30 April 2008.
At 19 March 2008, the Group has Pounds Sterling 2,552,245 in cash.
/T/
Commitments
As at 31 January 2008 commitments included:
------------------------------------------------------------
All commitments in Canadian Dollars $
------------------------------------------------------------
------------------------------------------------------------
Surface & underground drill programmes 1,500,000
------------------------------------------------------------
Engineering Studies 197,018
------------------------------------------------------------
Meglab Underground Substation 65,139
------------------------------------------------------------
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TOTAL $1,762,157
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/T/
Financial Instruments
The board of directors determines, as required, the degree to which it is appropriate to use financial
instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be
appropriate are foreign exchange risk, interest rate risk and liquidity risk. There are no perceived credit
risks as the Group has no trade receivables and there were no derivative instruments outstanding at 31 January
2008.
Related Party Transactions
The parent company has a related party relationship with its subsidiary, and with its directors and executive
officers. Directors of the parent company and their immediate relatives control 20% of the voting shares of the
parent company. Brian Dalton and John Baker, directors of the parent company are also directors of Altius
Resources Inc ("Altius"), a 24% shareholder in the parent company.
A total of Pounds Sterling 58,471 (2007: Pounds Sterling 52,566) was paid to key management personnel during
the period. Additionally, according to the terms of a service contract dated 7 March 2005, Altius continues to
provide certain and limited services to the Group. All costs are recharged to Rambler and Altius receives a 7%
management fee on all expenditures. This arrangement was entered into as Rambler had limited exploration staff
and Altius, being the previous owner of the Rambler property, had personnel with the necessary knowledge and
experience to conduct the exploration programs and this arrangement is now being wound down. The Group was
invoiced Pounds Sterling nil in the quarter (2007: Pounds Sterling 128,709) by Altius and at the end of the
quarter, Altius was owed Pounds Sterling nil (2007: Pounds Sterling 4,340).
The following expenses reimbursements were payable to directors at 31 January 2008:
/T/
S Neamonitis Pounds Sterling 1,073 (2007: Pounds Sterling 1,073)
B Hinchcliffe Pounds Sterling 2,913 (2007: Pounds Sterling 2,313)
The following consultancy fees were payable to Altius Minerals Corporation
for the quarter ended 31 January 2007 for the consultancy services of:
J Baker & B Dalton Pounds Sterling 3,300 (2007: Pounds Sterling 3,300)
An amount of Pounds Sterling 10,533 (2007: Pounds Sterling 12,100) was
outstanding in respect of these fees at the period end.
/T/
Going Concern
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is
dependent on the copper price, its ability to fund its development and exploration programs, and to manage and
generate positive cash flows from operations in the future. These financial statements do not reflect the
adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. The directors have progressed their financing plan during the second quarter
and are confident that a fundraising will be completed by 30 April 2008.
Impairment Assessments of Development Projects and Exploration Properties
The carrying value of assets are reviewed and tested when events or changes in circumstances suggest that the
carrying amount may not be recoverable. A comparison of the carrying value of the assets of the mine or project
is compared to the expected future cash flows associated with the project. Expected future cash flows are based
on a probability-weighted approach applied to potential outcomes and a reduction of assets is made to fair
value as a charge to earnings if the discounted expected future cash flows are less than the carrying amount.
Fair value is estimated by discounting the expected future cash flows using a discount factor that reflects the
risk free rate of interest for a term consistent with the period of expected cash flows.
Stock Based Compensation
In the 2007 and 2008 fiscal years, the parent company granted a number of individuals employee stock options.
The number of share options being granted is considered by the directors to be consistent with companies of a
similar size and profile to Rambler. The parent company is likely to grant individuals employee stock options
again in the future. The Group calculates the cost of share based payments using the Black-Scholes model.
Inputs into the model in respect of the expected option life and the volatility are subject to management
estimate and any changes to these estimates may have a significant effect on the cost.
MI 52-109 COMPLIANCE
Internal controls over financial reporting
There have been no changes in the Group's internal control over financial reporting that occurred during the
period ended 31 January, 2008 that have materially affected, or are reasonably likely to materially affect, the
Group's internal control over financial reporting.
CHANGES IN ACCOUNTING POLICIES
International Financial Reporting Standards that have recently been issued or amended but are not yet effective
have not been adopted for the annual reporting period ended 31 July 2008:
/T/
IFRS Application date Application date
/Amendment Title of standard for Group
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IFRS 8 Operating segments 1 January 2009 1 August 2009
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IAS 23
amendment Borrowing costs 1 January 2009 1 August 2009
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IFRIC 12 Service concession
arrangements 1 January 2008 1 August 2008
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/T/
Management have reviewed the impact of the above standards and have determined that they do not result in any
changes to accounting policies.
/T/
OUTSTANDING SHARE DATA
As at the date of this MD&A the following securities are outstanding:
Ordinary Shares 49,725,000
Warrants 4,675,000
Compensation options 478,200
Options 1,014,000
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Total 55,892,200
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/T/
Further information
Additional information relating to the Group is on SEDAR at www.sedar.com and on the Group's web site at
www.ramblermines.com.
RAMBLER METALS AND MINING PLC
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
FOR THE THREE AND SIX MONTHS ENDED 31 JANUARY 2008
The accompanying financial information for the three and six months ended 31 January 2008 and 31 January 2007
have not been reviewed or audited by the Group's auditors and has an effective date of 19 March 2008.
/T/
RAMBLER METALS AND MINING PLC
CONSOLIDATED INCOME STATEMENT
(Unaudited)
Three months ended Six months ended
31/01/08 31/01/07 31/01/08 31/01/07
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Administrative expenses 284,918 385,931 473,367 479,963
------- ------- ------- -------
Operating loss (284,918) (385,931) (473,367) (479,963)
------- ------- ------- -------
Bank interest receivable 60,638 46,414 125,364 89,732
Finance lease interest payable (11,798) - (23,371) -
------ ------ ------ ------
48,840 46,414 101,993 89,732
------ ------ ------- ------
Loss before tax (236,078) (339,517) (371,374) (390,231)
Taxation - - - -
------- ------- ------- -------
Loss after tax (236,078) (339,517) (371,374) (390,231)
------- ------- ------- -------
Basic and diluted loss
per ordinary share (0.47)p (0.85)p (0.75)p (0.97)p
---- ---- ---- ----
The accompanying notes are an integral part of these consolidated financial
statements
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
(Unaudited)
Three months ended Six months ended
31/01/08 31/01/07 31/01/08 31/01/07
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Foreign exchange differences (102,218) (382,464) 1,074,775 (425,396)
Loss for the period (236,078) (339,517) (371,374) (390,231)
------- ------- ------- -------
Total recognised income and
expense for the period (338,296) (721,981) 703,401 (815,627)
------- ------- ------- -------
------- ------- ------- -------
The accompanying notes are an integral part of these consolidated financial
statements.
RAMBLER METALS AND MINING PLC
CONSOLIDATED BALANCE SHEET
31/01/08 31/10/07 31/07/07
Unaudited Unaudited Audited
Pounds Pounds Pounds
Sterling Sterling Sterling
ASSETS
Property, plant and equipment 2,653,679 2,584,248 2,137,086
Deferred exploration costs 9,308,847 7,949,661 5,941,947
---------- ---------- ----------
Total non-current assets 11,962,526 10,533,909 8,079,033
---------- ---------- ----------
Other receivables and
prepayments 175,230 207,115 203,534
Cash and cash equivalents 3,307,939 5,161,546 6,590,372
---------- ---------- ----------
Total current assets 3,483,169 5,368,661 6,793,906
---------- ---------- ----------
Total assets 15,445,695 15,902,570 14,872,939
---------- ---------- ----------
---------- ---------- ----------
EQUITY
Issued share capital 497,250 497,250 497,000
Share premium account 13,366,456 13,366,456 13,356,081
Merger reserve 120,000 120,000 120,000
Translation reserve 1,112,382 1,214,600 37,607
Accumulated losses (1,091,438) (924,444) (789,148)
---------- ---------- ----------
Total equity 14,004,650 14,273,862 13,221,540
---------- ---------- ----------
LIABILITIES
Interest bearing loans
and borrowings 596,383 604,433 539,271
Deferred tax liabilities 74,186 74,706 68,159
---------- ---------- ----------
Total non-current liabilities 670,569 679,139 607,430
---------- ---------- ----------
Interest bearing loans
and borrowings 95,153 150,474 183,536
Trade and other payables 675,323 799,095 860,433
---------- ---------- ----------
Total current liabilities 770,476 949,569 1,043,969
---------- ---------- ----------
Total liabilities 1,441,045 1,628,708 1,651,399
---------- ---------- ----------
Total equity and liabilities 15,445,695 15,902,570 14,872,939
---------- ---------- ----------
---------- ---------- ----------
The accompanying notes are an integral part of these consolidated financial
statements.
The comparative information has been restated in accordance with IFRS.
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three months ended Six months ended
31/01/08 31/01/07 31/01/08 31/01/07
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cash flows from operating
activities
Operating loss (284,918) (385,931) (473,367) (479,963)
Depreciation 3,219 13,680 6,961 16,147
Share-based payments 66,203 119,714 66,203 119,714
(Increase)/decrease in
receivables 28,329 (57,486) 27,371 (57,056)
Increase/(decrease) in
payables (4,714) 68,996 (76,706) 80,697
--------- --------- --------- ---------
Cash generated from
operations (191,881) (241,027) (449,538) (320,461)
Interest paid (11,798) - (23,371) -
--------- --------- --------- ---------
Net cash used for operating
activities (203,679) (241,027) (472,909) (320,461)
--------- --------- --------- ---------
Cash flows from investing
activities
Interest received 64,194 54,148 126,297 89,477
Balance paid for acquisition
of Rambler Metals and Mining
Canada Limited - (138,797)
Acquisition of evaluation
and exploration assets (1,270,226) (796,008) (2,538,270) (1,427,784)
Acquisition of property,
plant and equipment (266,160) (232,273) (634,356) (266,486)
--------- --------- --------- ---------
Net cash from investing
activities (1,472,192) (974,133) (3,046,329) (1,743,590)
--------- --------- --------- ---------
Cash flows from financing
activities
Proceeds from the issue of
share capital - - 10,625 -
Capital element of finance
lease payments (55,467) - (110,025) -
--------- --------- --------- ---------
Net cash from financing
activities (55,467) - (99,400) -
--------- --------- --------- ---------
Net (decrease) in cash
and cash equivalents (1,731,338) (1,215,160) (3,618,638) (2,064,051)
Cash and cash equivalents
at beginning of period 5,161,546 4,630,080 6,590,372 5,499,008
Effect of exchange rate
fluctuations on cash held (122,269) (141,813) 336,205 (161,850)
--------- --------- --------- ---------
Cash and cash equivalents
at end of period 3,307,939 3,273,107 3,307,939 3,273,107
--------- --------- --------- ---------
--------- --------- --------- ---------
The accompanying notes are an integral part of these consolidated financial
statements.
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
/T/
1 NATURE OF OPERATIONS AND GOING CONCERN
The principal activity of Rambler Metals and Mining plc (the "parent company") and its subsidiaries (the
"Group" or "Rambler") is carrying out development and exploration on the Rambler copper and gold property in
Baie Verte, Newfoundland, Canada.
The accompanying interim consolidated financial information is prepared by management in accordance with
International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International
Accounting Standards Board ("IASB") which are the same as those adopted by the European Union and with parts of
the Companies Act 1985 applicable to companies reporting under IFRS. This interim consolidated financial
information has been prepared on the basis of a going concern, which contemplates the realisation of assets and
settlement of liabilities in the normal course of business as they come due.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is
dependent on the copper price, its ability to fund its development and exploration programmes, and to manage
and generate positive cash flows from operations in the future. These financial statements do not reflect the
adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet
classifications that would be necessary should the going concern assumption be inappropriate, and these
adjustments could be material.
In common with many exploration companies, the Group raises finance for its exploration and appraisal
activities in discrete tranches. The directors have progressed their financing plan during the second quarter
and are confident that a fundraising will be completed by 30 April 2008. The directors have therefore concluded
that the Group is a going concern.
The accounting policies and methods of computation used in the preparation of the unaudited consolidated
financial information are the same as those described in the Group's audited financial statements and notes
thereto for the year ended 31 July 2007. In the opinion of management, the accompanying interim financial
information includes all adjustments considered necessary for fair and consistent presentation of financial
statements. These interim consolidated financial statements should be read in conjunction with the Group's
audited financial statements and notes for the year ended 31 July 2007.
The financial information for the twelve months ended 31 July 2007 has been derived from the Group's audited
financial statements for the period as filed with the Registrar of Companies. It does not constitute the
financial statements for that period. The auditors' report on the statutory financial statements for the year
ended 31 July 2007 was unqualified and did not contain any statement under Section 237(2) or (3) of the
Companies Act 1985.
/T/
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2 PROPERTY, PLANT AND EQUIPMENT
Land and Plant and Other
Buildings Equipment Assets Total
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
Cost
Balance at 1 August 2006 - - 3,245 3,245
Additions 242,972 1,881,274 128,143 2,252,389
Effect of movements in
foreign exchange (2,835) (21,950) (1,517) (26,302)
--------- --------- --------- ---------
Balance at 31 July 2007 240,137 1,859,324 129,871 2,229,332
--------- --------- --------- ---------
Balance at 1 August 2007 240,137 1,859,324 129,871 2,229,332
Additions 78,373 284,622 25,886 388,881
Effect of movements in
foreign exchange 26,831 192,269 13,391 232,491
--------- --------- --------- ---------
Balance at 31 October 2007 345,341 2,336,215 169,148 2,850,704
--------- --------- --------- ---------
Balance at 1 November 2007 345,341 2,336,215 169,148 2,850,704
Additions 69,415 197,139 862 267,416
Effect of movements in
foreign exchange 934 (6,579) (1,027) (6,672)
--------- --------- --------- ---------
Balance at 31 January 2008 415,690 2,526,775 168,983 3,111,448
--------- --------- --------- ---------
Depreciation
Balance at 1 August 2006 - - 361 361
Depreciation charge for
period 17,059 54,064 21,843 92,966
Effect of movements in
foreign exchange (199) (631) (251) (1,081)
--------- --------- --------- ---------
Balance at 31 July 2007 16,860 53,433 21,953 92,246
--------- --------- --------- ---------
Balance at 1 August 2007 16,860 53,433 21,953 92,246
Depreciation charge for
period 19,508 129,948 8,408 157,864
Effect of movements in
foreign exchange 2,556 11,374 2,416 16,346
--------- --------- --------- ---------
Balance at 31 October 2007 38,924 194,755 32,777 266,456
--------- --------- --------- ---------
Balance at 1 November 2007 38,924 194,755 32,777 266,456
Depreciation charge for
period 26,975 147,881 9,616 184,472
Effect of movements in
foreign exchange 989 5,632 220 6,841
--------- --------- --------- ---------
Balance at 31 January 2008 66,888 348,268 42,613 457,769
--------- --------- --------- ---------
Carrying amounts
At 1 August 2006 - - 2,884 2,884
--------- --------- --------- ---------
--------- --------- --------- ---------
At 31 July 2007 223,277 1,805,891 107,918 2,137,086
--------- --------- --------- ---------
--------- --------- --------- ---------
At 1 August 2007 223,277 1,805,891 107,918 2,137,086
--------- --------- --------- ---------
--------- --------- --------- ---------
At 31 October 2007 306,417 2,141,460 136,371 2,584,248
--------- --------- --------- ---------
--------- --------- --------- ---------
At 1 November 2007 306,417 2,141,460 136,371 2,584,248
--------- --------- --------- ---------
--------- --------- --------- ---------
At 31 January 2008 348,802 2,178,507 126,370 2,653,679
--------- --------- --------- ---------
--------- --------- --------- ---------
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3 EXPLORATION AND EVALUATION COSTS
Total
Pounds Sterling
Cost
Balance at 1 August 2006 2,894,278
Additions 3,195,472
Effect of movements in foreign exchange (147,803)
----------
Balance at 31 July 2007 5,941,947
----------
Balance at 1 August 2007 5,941,947
Additions 1,371,103
Effect of movements in foreign exchange 636,611
----------
Balance at 31 October 2007 7,949,661
----------
Balance at 1 November 2007 7,949,661
Additions 1,350,137
Effect of movements in foreign exchange 9,049
----------
Balance at 31 January 2008 9,308,847
----------
Carrying amounts
At 1 August 2006 2,894,278
----------
----------
At 31 July 2007 5,941,947
----------
----------
At 1 August 2007 5,941,947
----------
----------
At 31 October 2007 7,949,661
----------
----------
At 1 November 2007 7,949,661
----------
----------
At 31 January 2008 9,308,847
----------
----------
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4 CAPITAL AND RESERVES
Share Share Accumulated
Capital Premium losses
Pounds Pounds Pounds
Sterling Sterling Sterling
Balance at 1 August 2006 400,300 7,164,625 (220,866)
Total recognised income
and expense - - (669,229)
Share-based payments - 58,191 100,947
Share issues 96,700 6,629,676 -
Costs of share issues - (496,411) -
--------- --------- ---------
Balance at 31 July 2007 497,000 13,356,081 (789,148)
--------- --------- ---------
Balance at 1 August 2007 497,000 13,356,081 (789,148)
Total recognised income
and expense - - (135,296)
Share issues 250 10,375 -
--------- --------- ---------
Balance at 31 October 2007 497,250 13,366,456 (924,444)
--------- --------- ---------
Balance at 1 November 2007 497,250 13,366,456 (924,444)
Total recognised income
and expense - - (236,078)
Share-based payments - - 69,084
--------- --------- ---------
Balance at 31 January 2008 497,250 13,366,456 (1,091,438)
--------- --------- ---------
Translation Merger Total
reserve reserve equity
Pounds Pounds Pounds
Sterling Sterling Sterling
Balance at 1 August 2006 191,428 120,000 7,655,487
Total recognised income
and expense (153,821) - (823,050)
Share-based payments - - 159,138
Share issues - - 6,726,376
Costs of share issues - - (496,411)
--------- --------- ----------
Balance at 31 July 2007 37,607 120,000 13,221,540
--------- --------- ----------
Balance at 1 August 2007 37,607 120,000 13,221,540
Total recognised income
and expense 1,176,993 - 1,041,697
Share issues - - 10,625
--------- --------- ----------
Balance at 31 October 2007 1,214,600 120,000 14,273,862
--------- --------- ----------
Balance at 1 November 2007 1,214,600 120,000 14,273,862
Total recognised income
and expense (102,218) - (338,296)
Share-based payments - - 69,084
--------- --------- ----------
Balance at 31 January 2008 1,112,382 120,000 14,004,650
--------- --------- ----------
/T/
At 31 January 2008 the Company had 1,014,000 share options, 478,200 compensation options and 4,675,000 share
warrants in issue. These may have a dilutive effect on the basic earnings or loss per share in the future.
5 RELATED PARTY TRANSACTIONS
Brian Dalton and John Baker, directors of the parent company are also directors of Altius Resources Inc
("Altius"), a 24% shareholder in the parent company. According to the terms of a service contract dated 7 March
2005, Altius continues to provide certain services to the Group. All costs are recharged to Rambler and Altius
receives a 7% management fee on all expenditures. The Group has recruited its own team and as a result, this
arrangement is now being wound down. The arrangement was entered into as Rambler had limited exploration staff
and Altius, being the previous owner of the Rambler property, had personnel with the necessary knowledge and
experience to conduct the exploration programs. The Group was invoiced Pounds Sterling 8,258 for the six months
ended 31 January 2008 (31 January 2007: Pounds Sterling 786,721) by Altius and at the end of the period, Altius
was owed Pounds Sterling nil (31 October 2007: Pounds Sterling 4,340, 31 July 2007: Pounds Sterling nil).
/T/
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following expenses reimbursements were payable to directors at
31 January 2008:
S Neamonitis Pounds Sterling 1,073 (31 October 2007: Pounds Sterling
1,073, 31 July 2007: Pounds Sterling 2,940)
B Hinchcliffe Pounds Sterling 2,913 (31 October 2007: Pounds Sterling
2,313, 31 July 2007: Pounds Sterling 2,313)
/T/
Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 January 2008 for the
consultancy services of J Baker & B Dalton amounting to Pounds Sterling 3,300 (31 January 2007: Pounds Sterling
3,300). At 31 January 2008 the company owed Pounds Sterling 10,533 (31 October 2007: Pounds Sterling 20,900, 31
July 2007: Pounds Sterling 18,700) to Altius in respect of these fees.
6 SHARE BASED PAYMENTS
Rambler Metals and Mining PLC has established a share option scheme with the purpose of motivating and
retaining qualified management and to ensure common goals for management and the shareholders. For options
granted the vesting period is generally up to three years. If the options remain unexercised after a period of
10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves
the Group.
As at 31 January 2008, ordinary share options held by employees were as follows:
/T/
Outstanding Weighted average Exercisable
number of remaining number of
Exercise price Options contractual life options
32p 100,000 8.33 100,000
42.5p 380,000 8.92 380,000
55p 534,000 9.75 534,000
--------- ---------
1,014,000 9.30 1,014,000
--------- ---------
RAMBLER METALS AND MINING PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During the periods ended 31 January 2008 and 2007, director and employee
stock options were granted, exercised and cancelled as follows:
Weighted average
exercise price Options
At 1 August 2006 32p 100,000
Granted 42.5p 405,000
---------
At 31 July 2007 40.4p 505,000
Exercised 42.5p (25,000)
---------
At 31 October 2007 40.3p 480,000
Granted 55p 534,000
---------
At 31 January 2008 48p 1,014,000
---------
---------
/T/
The exercise of the outstanding stock options would be anti-dilutive in the loss per share calculation.
7 POST BALANCE SHEET EVENTS
On 29 February 2008, George Ogilvie was promoted to President and CEO of the Rambler Metals and Mining PLC.
Stanley Neamonitis, who has been President and CEO of the Company since its formation, has agreed to stay on as
a non-executive director.
On 1 March 2008, Rambler Metals and Mining Canada Ltd (formerly 51190 Newfoundland & Labrador Inc.) and Altius
Resources Inc agreed to terminate service contract referred to in note 5 above.
On 13 March 2008, Rambler Metals and Mining PLC announced that subject to the terms and conditions of a
Placing, the passing of resolutions by shareholders at a General Meeting to be held on 10 April 2008, and the
approval of the TSX Venture Exchange, it has successfully raised Pounds Sterling 5.8 million before expenses
through a placing of 9,660,000 Ordinary Shares (the "Placing Shares") at 60 pence each.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining Plc
George Ogilvie
President & CEO
(709) 532-4990
OR
Rambler Metals and Mining Plc
Leslie Little
Company Secretary
020 7661 8104
Website: www.ramblermines.com
OR
Seymour Pierce Limited
Nandita Sahgal
020 7107 8000
OR
Pelham Public Relations
Chelsea Hayes
020 7743 6675
Rambler Metals & Mining Plc
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