Rambler Metals and Mining PLC Financial Results...
FOR: RAMBLER METALS & MINING PLC
TSX VENTURE SYMBOL: RAB
AIM SYMBOL: RMM
October 18, 2010
Rambler Metals and Mining PLC Financial Results Year Ended 31 July 2010
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR--(Marketwire - Oct. 18, 2010) - Rambler Metals and
Mining PLC (TSX VENTURE:RAB)(AIM:RMM) ("Rambler" or the "Company") today is pleased to report its financial
results and operational highlights for the year ended 31 July 2010. The Company is focused on bringing the Ming
Mine Property, a historic copper and gold property located in Newfoundland and Labrador's Baie Verte
Peninsular, Canada, into full production.
Significant Operational Achievements
-- Purchased the Nugget Pond Mill Facility in October 2009 for CAD $3.5
million;
-- Entered into a Gold Loan agreement in March 2010 raising US$20 million;
-- Secured final environmental approval and project release and
subsequently received permission to proceed with retrofit construction
at the Nugget Pond Mill and the Mine Shaft Manway at the Ming mine;
-- Strengthened the senior executive management team by promoting Norman
Williams to Chief Financial Officer, and making other key appointments
specifically in the engineering department; and
-- Again maintaining exemplary safety standards with no accidents, injuries
or incidents reported and no environmental incidents.
The Company released its final Feasibility Study for the Ming Mine in August 2010, indicating:
-- Pre-tax Operating Cash Flow of US$71.0 million
-- Net Present Value of US$14.3 million discounted at 6%, payback of 1.5
years and an Internal Rate of Return of 23.7% over a 6 year Life of Mine
-- Initial capital costs are projected at US$25.5 million with sustaining
capital estimated at US$27.9 million
Financial Highlights (All expressed in CAD$)
- Loss after taxes increased to $2,425,885 for the year ended 31 July 2010
amounting to a loss per share of $0.029 (2009: Loss per share of
$0.034).
- Net assets of $46,823,427 at 31 July 2010 including intangible assets of
$37.0 million which consisted of accumulated deferred exploration
expenditures on the Ming Mine Property.
- The Company benefited from two share placings in this fiscal year to
fund first the acquisition of the Nugget Pond Mill and associated
engineering and then to provide additional working capital for the
construction phase required to bring the Ming Mine into production:
- 21 October 2009, the Company placed 27,500,000 Ordinary Shares
raising approximately $8.9 million, after expenses; and
- 31 March 2010, the Company placed 8,600,000 Ordinary Shares raising
approximately $4 million, after expenses.
- Cash flows used for operating activities increased by $437,893 to
$2,107,185 as a result of increased cash operating losses.
- At 15 October 2010, the Company has $7.9 million in cash and cash
equivalents.
George Ogilvie, President and CEO, Rambler Metals & Mining commented;
"We are extremely pleased with the progress made over the past year in developing the Ming Mine and bringing
the Nugget Pond Mill into production, including receiving environmental and regulatory approvals. With the
completion of the promising Feasibility Study and NI43-101 Technical Report, Rambler is well positioned to
remain focused on the development of the project. We now aim to bring the Ming Mine into production during
2011."
About Rambler
Rambler Metals and Mining is Junior Mining Company that has 100% ownership of the Ming Copper-Gold Mine in Baie
Verte, Newfoundland and Labrador, Canada. Our objective is to become a mid-tier mining company by bringing the
Ming Mine into production, discovering new deposits and through M&A's. Following the acquisition of the Ming
Mine, Rambler, listed on the London AIM in 2005 and Toronto TSX-V in 2007.
The Ming property had been a former underground copper and gold producing mine that ceased production when the
deposit reached a then third party property boundary. This neighbouring property was subsequently consolidated
before being brought into Rambler's portfolio. Rambler now owns a 100% interest in the property.
The area where the mine is located is a former mining centre and subsequently good infrastructure exists
including roads, fresh water, hydro, access to a working port while the town of Baie Verte, population 1,300 is
located 17km away.
Over the last several years Rambler has been exploring on the property leading to the publication of three NI43-
101 resource statements, a newly published reserve statement, the discovery of new mineralized lenses and the
extension of pre-existing lenses. Today all mineralization remains open in multiple directions while,
importantly, the deposit has not been cut-off at depth. The underground workings have been dewatered and
services including air, water and electrical re-installed.
In October 2009, Rambler purchased an operational gold hydrometallurgical mill, Nugget Pond, which is situated
approximately 40km from the Ming Mine. Rambler intends to expand the mill so that it is capable of handling
massive sulphides from the Ming Mine and produce a copper concentrate with gold and silver as by-products. By
utilizing the hydrometallurgical facility, in conjunction with the concentrator, the company anticipates
increased gold recovery as well as recovering any free gold.
Following the successful publication of a positive Feasibility Study Rambler has now entered the construction
phase of the project and expects to bring the Ming Mine back into production in 2011.
Forward Looking Statement
Some of the statements contained herein may be forward-looking statement, which involve known and unknown risks
and uncertainties. Without limitation, statements regarding future plans and objectives of the Company are
forward looking statements that involve various degrees of risk. It is important to note that the Company's
actual results could differ materially from those in such forward-looking statements.
REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)
REPORT OF THE DIRECTORS AND
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2010 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 17
Statement of Directors' responsibilities 20
Corporate Governance 21
Independent Auditors' reports 22
Consolidated Income Statement 25
Consolidated Statement of Comprehensive Income 26
Company Statement of Comprehensive Income 26
Consolidated Balance Sheet 27
Company Balance Sheet 28
Consolidated Statement of Changes in Equity 29
Company Statement of Changes in Equity 30
Consolidated Statement of Cash Flows 31
Company Statement of Cash Flows 31
Notes to the Financial Statements 32
RAMBLER METALS AND MINING PLC
COMPANY INFORMATION
FOR THE YEAR ENDED 31 JULY 2010
Directors: J A Baker
B F Dalton
D H W Dobson
L D Goodman
B Hinchcliffe
S Neamonitis
G Ogilvie
J M Roberts
J S Thomson
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 2010
We are pleased to report the results for the year ended 31 July 2010.
The principal activity of the Group is the development and exploration of the Ming Mine copper and gold
property located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares trade on the London AIM market under the symbol "RMM" and on the TSX
Venture Exchange under the symbol "RAB".
The presentational currency of the Group's financial statements is Canadian dollars ($).
OPERATIONAL HIGHLIGHTS
Key achievements during the year include:
-- In October 2009, the Group announced the purchase of the Nugget Pond
Mill from Crew Gold Corporation ("Crew"). Under the terms of the
agreement the mill was leased back to Crew until 30 June 2010.
-- In March 2010, the Company announced that the Group had entered into an
agreement with Sandstorm Resources Ltd. (TSX VENTURE:SSL) to sell a
portion of the life-of-mine gold production from its Ming Copper- Gold
Mine, located in Baie Verte, Newfoundland referred to as the "Gold
Loan". Under the terms of the agreement, Sandstorm Resources Ltd. will
make staged upfront cash payments for the gold to the Group totalling
US$20 million of which US$7 million had been received at the date of
this statement.
-- In June 2010 the Company announced it had received final environmental
approval and project release from the Federal Government and Government
of Newfoundland and Labrador for its Ming Copper-Gold mine.
FINANCIAL HIGHLIGHTS
The consolidated loss after taxation of the Group in respect of the year ended 31 July 2010 amounted to
$2,425,885 (a loss per share of $0.029) versus a loss of $2,048,467 for the year ended 31 July 2009 (a loss per
share of $0.034)
The Group's only source of income during the period was bank interest which amounted to $18,627.
The net assets of the Group amounted to $46,823,427 as at the end of the year. This included intangible assets
of $37,050,910 which consisted of accumulated deferred exploration expenditures on 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 and capital funding has been secured.
On 21 October 2009, the Group placed 27,500,000 Ordinary Shares raising approximately $8.9 million, after
expenses. The net proceeds of this fundraising were used to fund the acquisition of the Nugget Pond Mill,
associated engineering and ongoing working capital requirements.
On 31 March 2010 the Group placed a further 8,600,000 Ordinary Shares raising an additional $4 million after
expenses to provide additional working capital as the Group embarks on the construction phase required to bring
its Ming copper-gold mine into production.
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 look forward to the Mine being brought into production in 2011.
DHW Dobson
Chairman
15 October 2010
RAMBLER METALS AND MINING PLC
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 JULY 2010
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 2010 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 of15 October 2010, is intended to supplement and complement our audited
consolidated financial statements and notes thereto for the year ended 31 July 2010 prepared in accordance with
IFRS. The presentation currency is Canadian dollars. This is a change from previous MD&As which were presented
in United Kingdom pounds sterling (GB pounds). Amounts previously reported in GB pounds have been translated at
the closing exchange rate for balance sheet items and the average rate for income statement and cash flow
items.
OUR BUSINESS & OPERATIONS REVIEW
The principal activity of the Group is the development and exploration of the Ming Mine copper and gold
property located on Newfoundland and Labrador's Baie Verte Peninsula.
The parent Company's Ordinary Shares trade on the London AIM market under the symbol "RMM" and the TSX Venture
Exchange under the symbol "RAB".
Operational highlights include:
- On 21 October 2009 the Group placed 27,500,000 Ordinary Shares at $0.346
(20 pence) each to raise approximately $8.9 million net of expenses.
Some of the proceeds from this fundraising were used to complete the
acquisition of the Nugget Pond Facility in October 2009. The remainder
of the proceeds were used to finance ongoing engineering projects and
fund working capital requirements.
- On 27 October 2009 the Group announced that the purchase of the Nugget
Pond Facility from Crew Gold Corporation ("Crew") has been completed and
included arrangements for the lease back of the facility to Crew until
30 June 2010. Effective 1 July 2010 the facility reverted back to the
Group at which time an environmental bond valued at $1.4 million was
secured with the Government of Newfoundland and Labrador.
- In January 2010 the Group announced it was starting to investigate the
resource potential within the mining lease at the recently purchased
Nugget Pond Mine. Highlights included:
- Exploration target of 13,000 to 15,000 ounces of gold contained
within 50,000 to 66,000 tonnes grading at 7 to 9 g/t gold.
- Low capital development and operating costs.
- Permitted mill and tailings impound.
- Crown pillar amenable to open pit mining methods.
The Geology Department evaluated the resources in the Nugget Pond Crown
Pillar and underground zone and the Engineering Department is now
evaluating the resource from a mining perspective.
- In March 2010 the Company announced that the Group had entered into an
agreement with Sandstorm Resources Ltd. (TSX-V:SSL) to sell a portion of
the life-of-mine gold production from its Ming Copper- Gold Mine,
located in Baie Verte, Newfoundland referred to as the "Gold Loan".
Under the terms of the agreement Sandstorm Resources Ltd. ("Sandstorm")
will make staged upfront cash payments for the gold production from the
Ming Copper-Gold Mine to the Group totalling US$20 million. Payment
milestones are as follows:
- US$5 million available immediately and received on 10 March 2010;
- US$2 million on completion of a NI43-101 feasibility study received
on 8 September 2010; and
- US$13 million when Rambler is awarded all permits required for the
Ming mine to start production.
For this, the Group has agreed to sell 25% of the first 175,000oz of
payable gold and thereafter 12% of all subsequent payable gold for the
balance of the period ending 40 years after the date of the agreement.
After the expiry of the 40 year term, the agreement is renewable in 10
year blocks at the option of Sandstorm Resources Ltd.
A 4.5% cash commission is payable with each payment received under
the agreement.
- In March 2010 the Company announced the placement of 8.6 million shares
at $0.49 (32 pence) to raise $4 million net of expenses. The funds were
used to finance the advancement of ongoing engineering projects and to
fund working capital requirements.
- In April 2010 the Company announced its intention to exercise its right
to buyback 3% of the total 4.5% Net Smelter Return ("NSR") royalty held
on the Ming property.
- In June 2010 the Company announced it had received final environmental
approval and project release from the Federal Government and Government
of Newfoundland and Labrador for its Ming Copper Gold mine.
- During the year, Mr Norman Williams was promoted to Chief Financial
Officer and a number of other key appointments were made, specifically
in the engineering department, to strengthen the management structure as
the project moves towards entering production.
- Safety performance continued to be exemplary during the year with no
accidents, injuries or incidents reported. There were no environmental
incidents.
SELECTED FINANCIAL INFORMATION
The following selected financial information should be read in conjunction with the Group's consolidated
financial statements.
Change of presentational currency
The Group's principal operations are based in Canada and there will be further significant expenditure
associated with bringing the Group's Mine into production in 2011. As a result the Directors have changed the
Group's presentational currency from GB pounds to Canadian dollars.
On the change of the Group's presentational currency, comparative figures previously reported in GB pounds were
translated into Canadian dollars as follows:
-- income and expenses were translated at the average exchange rate for the
relevant period;
-- assets and liabilities were translated at the closing exchange rate on
the relevant balance sheet date; and
-- equity items were translated at historical exchange rates.
The exchange rates used were
as follows:
2009 2008 2007 2006
GBP 1 GBP 1 GBP 1 GBP 1
equals CAD$ equals CAD$ equals CAD$ equals CAD$
Average rate 1.91 2.09 2.13 2.12
----------------------------------------------------
Closing rate 1.79 2.03 2.16 2.11
----------------------------------------------------
As a result of the change of the Group's presentational currency, a currency translation difference of $419,757
was recognised in equity as at 31 July 2009 which represented the difference between the Group's assets and
liabilities translated from GB pounds into Canadian dollars at the closing exchange rate on that date of GBP 1
equals $1.79 and the equity items recognised in the consolidated financial statements that were translated from
GB pounds to Canadian dollars at historical exchange rates.
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Selected Annual Financial
Information 12 months 12 months 12 months
All amounts in $,000, except ended ended ended
shares and per share amounts 31 July 2010 31 July 2009 31 July 2008
--------------------------------------------------------------------------
Revenue - - -
Administrative Expenses 2,320 2,076 1,986
Exploration expenses 91
Bank Interest Receivable 19 82 389
Net loss (2,426) (2,048) (1,538)
Per share (basic and diluted) (0.029) (0.034) (0.0293)
Cash Flow used for operating
activities (2,107) (1,670) (1,904)
Cash Flow used for investing
activities (9,705) (6,419) (12,322)
Cash Flow (used for)/provided
from financing activities 17,725 (124) 10,987,972
Net increase/(decrease) in cash 5,913 (8,213) (3,239)
Cash & Cash Equivalents at end
of period 8,000 2,089 10,356
Restricted cash 1,365 - -
Total Assets 54,162 37,731 40,641
Total Liabilities 7,338 1,554 2,659
Working Capital 7,096 1,494 9,003
Weighted average number of
shares outstanding 83,581,438 59,385,000 51,516,712
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Review of years ending 31 July 2010 and 31 July 2009
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 2010 of $2,425,885 which is an increase of $377,418
from the year ending 31 July 2009. The loss per share decreased from $0.034 to $0.029. Losses were higher as
administrative expenses increased $243,385 to $2,319,528 as follows:
-- Administrative staff costs reduced by $54,753 to $1,141,755 due mainly
to the strengthening of the Canadian dollar against the GB pound.
-- Recruitment costs of $46,353 were incurred during the year compared with
$nil in 2009.
-- Legal and professional fees increased by $54,353 compared to fiscal 2009
mainly as a result of costs incurred in connection with various
financing opportunities.
-- Expenditure on public relations increased $21,614 due to increased news
flow as the company's development continues.
-- Depreciation charges increased by $37,469 due to an increase in the
value of fixed assets
-- Office rental costs reduced by $34,689 as a result of relocating the UK
office.
-- Exchange losses increased $149,754 due to unrealised losses arising on
the translation of the US dollar denominated Gold Loan received from
Sandstorm during the year.
Interest income was $63,654 lower at $18,627 as a result of lower cash balances and reductions in interest
rates.
Cash flows used for operating activities increased by $437,893 to $2,107,185 as a result of increased cash
operating losses. Cash flows used for investing activities increased by $3,286,281 to $9,705,459 as a result of
an increase of $3,790,446 in the acquisition of property, plant and equipment following the acquisition of
Nugget Pond Mill for $3,500,000, an increase of $1,364,980 in restricted cash following the issue of a letter
of credit in favour of the Government of Newfoundland and Labrador in respect of the reclamation and closure
liability for the Nugget Pond Mill, offset by a reduction of $1,936,618 in exploration and evaluation
expenditure due to cash flow preservation resulting from the care and maintenance programme implemented in
January 2009.
Cash flows provided by/ (used for) financing activities increased by $17,849,532 to $17,725,306 due to proceeds
from placings in October 2009 and March 2010 totalling $12,843,029 and the receipt of the first instalment of
the Gold Loan amounting to $5,139,000 (US$5 million).
Total assets which include accumulated deferred exploration expenditures which increased $16,430,306 to
$54,161,651. This increase was funded from placings in October 2009 and March 2010.
Review of the quarter ending 31 July 2010 compared to the quarter ended 31 July 2009:
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Selected Quarterly Financial Information
All amounts in $,000, except shares and per 3 months ended 3 months ended
share amounts 31 July 2010 31 July 2009
--------------------------------------------------------------------------
Revenue - -
Administrative Expenses 672 480
Exploration expenses 13 -
Bank Interest Receivable 11 1
Net (loss) (676) (470)
Loss per share in pence (basic and diluted) (0.008) (0.008)
Cash Flow (used) for operating activities (813) (523)
Cash Flow (used) for investing activities (3,479) (902)
Cash Flow (used) for financing activities (93) (14)
Net (decrease) in cash (3,952) (1,191)
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-- Administrative expenses increased by $192,258 to $671,998 mainly as a
result of an unrealised exchange loss of $145,464 arising on the
translation of the US dollar denominated Gold Loan received from
Sandstorm Resources and an increased share based payment charge of
$30,668 arising from the grant of additional share options in May and
July 2010.
-- The Group recorded a loss of $676,388 for the fourth quarter, an
increase of $205,969. Losses were higher mainly as a result of increased
administrative expenses and exploration expenses.
-- Cash flow used for operating activities increased by $289,797 to
$813,260 as a result of increased cash operating losses and a reduction
in current liabilities.
-- Cash flow used for investing activities increased by $2,576,183 to
$3,478,624 reflecting increased expenditure on evaluation and
exploration of $379,188 related mainly to the feasibility study and on
property, plant and equipment of $842,269 comprising of equipment
purchased for the expansion of the Nugget Pond mill and an increase of
$1,364,980 in restricted cash following the issue of a letter of credit
in favour of the Newfoundland Provincial Government in respect of the
reclamation and closure liability for the Nugget Pond Mill.
-- Cash flow used for financing activities increased by $79,107 to $93,390
as a result of increased capital repayments on finance and hire purchase
agreements.
-- Overall, cash and cash equivalents decreased $3,952,070 during the
quarter compared with a decrease of $902,441 during the three months
ended 31 July 2009.
Compared to the third quarter 2010:
- Administrative expenses increased by $42,338 to $671,998 mainly as a
result of the unrealised exchange loss of $145,464 arising on the
translation of the US dollar denominated Gold Loan offset by a reduction
in legal costs of $44,795, salaries and recruitment costs of $14,999 and
$26,532 respectively.
- Cash and Cash equivalents decreased $3,952,070 to $7,999,751 reflecting
an increase in intangible and tangible assets to $37,050,910 and
$7,814,362 respectively as the Group completed its feasibility study and
started the expansion of the Nugget Pond Mill in preparation for the
development of the Ming Mine.
SUMMARY OF QUARTERLY RESULTS
(all amounts in $,000 except loss per share)
4th 3rd 2nd 1st
Fiscal 2010 Quarter Quarter Quarter Quarter
-----------
Revenue - - - -
Net loss (676) (644) (591) (515)
Loss per share basic & diluted (0.008) (0.008) (0.007) (0.006)
Fiscal 2009
-----------
Revenue - - - -
Net Loss (470) (520) (631) (427)
Loss per share basic & diluted (0.008) (0.009) (0.010) (0.007)
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 fall as a result of a cost reduction programme. Losses for the first
quarter of 2010 increased slightly mainly as a result of the weakening of the GB Pound against the Canadian
Dollar. Losses for the second quarter of 2010 further increased as a result of increased legal and professional
charges in connection with financing options and the AGM. The continued weakening of the GB Pound against the
Canadian Dollar resulted in a further increase in losses in the third quarter of 2010. Losses in the fourth
quarter of 2010 increased as a result of an unrealised exchange loss offset by reductions in legal and
professional charges and staff costs.
OUTLOOK
In the near future management expects to:
-- Commence retrofit work on the Nugget Pond Mill
-- Start rehabilitation work in the Ming Mine Shaft, install a manway to
act as a second means of egress, commence surface construction at the
Minesite and order underground equipment.
-- Begin an active recruitment drive for key management positions and
underground personnel for the Ming Mine.
-- Submit the Mine Development Plan to the Department of Natural Resources
to receive permits to begin underground construction and development of
port facilities.
-- Complete the geology determination at Nugget Pond and develop a detailed
mine plan to exploit the resource.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
Prior to Q3 2010 the Group had relied on shareholder funding to finance its operations. During Q3, 2010 the
Group entered into a financing arrangement in US dollars. With finite cash resources and no material income,
the liquidity risk is significant. This risk is managed by controls over expenditure and concentrating on
achieving the payment milestones under the financing arrangement. Success will depend largely upon the outcome
of ongoing and future exploration and development 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 time as the Group becomes self-financing from the commercial production of mineral resources.
Although the majority of the Group's expenses are incurred in the Canadian dollars approximately 30% of the
Group's operating costs were incurred in GB pounds during Fiscal 2010. The Group's principal exchange rate
exposure is related to movements between the Canadian dollar, US dollar and GB pound.
The Group's cash reserves are held in GB pounds and Canadian dollars. The Group has a downside exposure to any
strengthening of the GB pound as this would increase expenses in Canadian dollar terms. This risk is mitigated
by reviewing the holding of cash balances in GB pounds. Any weakening of the GB pound would however result in
the reduction of the expenses in Canadian dollar 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 Parent company are
translated into Canadian dollars.
Previously the Group's results had been presented in GB Pounds. Since the Group's main assets and its
subsidiary are held in Canada which has a Canadian dollar functional currency, the Directors and management
decided to change the presentational currency to Canadian dollars for Fiscal 2010. This significantly reduces
the effect on the Group's balance sheet of movements in the GB pound to the Canadian dollar. The Group does not
hedge its exposure of investments held in foreign currencies.
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 GB pound/US dollar against the
Canadian dollar. 10% represents management's assessment of the reasonable possible exposure.
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Equity
--------------------------------------
2010 2009
----------------------------------------------------------------------------
$'000 $'000
----------------------------------------------------------------------------
10% strengthening of GB pound 53 33
----------------------------------------------------------------------------
10% weakening of GB pound (47) (30)
----------------------------------------------------------------------------
10% strengthening of US dollar (515) -
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10% weakening of US dollar 468 -
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Credit risk
With effect from July 2007, the Group has held the majority of its cash resources in Canadian Dollars given
that the majority of the Group's outgoings are denominated in this currency. As at 31 July 2010, 85% of the
Group's cash resources were invested in short dated term deposits and bankers acceptances. Given the current
climate, the Group has taken a very risk averse approach to management of cash resources and management and
Directors monitor events and associated risks on a continuous basis. There is little perceived credit risk in
respect of trade and other receivables. The Group's maximum exposure to credit risk at 31 July 2010 was
represented by receivables and cash resources.
Interest rate risk
The Group's policy is to invest its surplus cash at the most advantageous rates available whilst respecting the
risk averse strategy set by the Board.
If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's
reported result.
Cash and short dated term deposits and bankers acceptances (expressed in Canadian$,000) were as follows:
----------------------------------------------------------------------------
Fixed Rate Floating Rate
At 31 July 2010 Assets Assets Total
Currency
----------------------------------------------------------------------------
British Pound 484 67 551
----------------------------------------------------------------------------
Canadian Dollars 6,351 1,098 7,449
----------------------------------------------------------------------------
Total 6,835 1,165 8,000
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----------------------------------------------------------------------------
Fixed Rate Floating Rate
At 31 July 2009 Assets Assets Total
Currency
----------------------------------------------------------------------------
British Pound - 41 41
----------------------------------------------------------------------------
Canadian Dollars 1,700 348 2,048
----------------------------------------------------------------------------
Total 1,700 389 2,089
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Interest rate risk has been eliminated on leases and bank loans by entering into fixed rate arrangements. The
average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 July 2010 was
5.50%.
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.
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows
arising from the sale of payable gold. In estimating the cash flows the following table details the Group's
sensitivity to a 10% increase and a 25% decrease in the price of gold. These percentages represent management's
assessment of the reasonable possible exposure
Gross assets
2010 2009
$ $
10% increase in the price of gold (37,445) -
25% decrease in the price of gold 105,693 -
------------------------------
------------------------------
Cash flows
The Group utilised $2,107,185 (2009: $1,669,292) to finance operating cash flows during the year.
Cash flows used for investing activities increased by $3,286,281 to $9,705,459 as a result of an increase of
$3,790,446 in the acquisition of property, plant and equipment following the acquisition of Nugget Pond Mill
for $3,500,000, an increase of $1,364,980 in restricted cash following the issue of a letter of credit in
favour of the Government of Newfoundland and Labrador in respect of the reclamation and closure liability for
the Nugget Pond Mill, offset by a reduction of $1,936,618 in exploration and evaluation expenditure due to cash
flow preservation resulting from the ongoing care and maintenance programme implemented in January 2009.
Cash flows provided by/ (used for) financing activities increased by $17,849,532 to $17,725,306 due to placings
in October 2009 and March 2010 and the receipt of the Gold Loan amounting $5,139,000 (US$ 5 million).
Interest received reduced in line with lower cash balances on deposit during the first three quarters of the
year. Average interest rates were 0.25% and 0.35% on British Pound and Canadian Dollar deposits respectively.
(2009: 0.35%, 0.84%)
Management continue to evaluate possible sources of finance to provide sufficient working capital for the
forthcoming 12 months and are confident that such funds will be raised. At 15 October 2010, the Group has $7.9
million in cash and cash equivalents with the proportion invested in short dated term deposits and bankers
acceptances remaining consistent with year end.
SUBSEQUENT EVENTS
On 3 August 2010 the Group announced it had entered into a Toll Processing Agreement with Tenacity Gold Mining
Co. Ltd. ("Tenacity"). Tenacity will deliver ore for processing from its Deer Cove and Stog'er Tight Gold Mines
to the Group's Nugget Pond Mill. This processing arrangement officially commenced on 1 September 2010.
On 10 August 2010 the Group received permission from the Government of Newfoundland and Labrador to proceed
with retrofit construction at the Nugget Pond Mill and the Mine Shaft Manway at the Ming mine.
On 26 August 2010 the Group released its final Feasibility Study for the Ming Mine indicating pre-tax operating
cash flow of US$71.0 million, Net Present Value of US$14.3 million discounted at 6%, payback of 1.5 years and
an Internal Rate of Return of 23.7% over a 6 year Life of Mine. Initial capital costs were projected at US$25.5
million with Sustaining Capital estimated at US$27.9 million.
On 31 August 2010, following Sandstorm's review and acceptance of the Feasibility Study, the Group signed an
amended agreement which provides for a higher percentage gold payment to Sandstorm in the first year and also
adds protective measures for Sandstorm on the throughput rates at the Ming Mine. On 8 September 2010 the second
payment of US$2.0 million (CAD$2.03 million after commission) was received by the Group.
COMMITMENTS AND LOANS
The Group has commitments totalling CAD$1.24 million with various vendors relating to the purchase of equipment
for the Nugget Pond Mill upgrade.
These commitments together with the ongoing evaluation and development of the mine will be partially financed
from existing cash reserves from earlier equity fund raisings and cash provided under the terms of the Gold
Loan agreement with Sandstorm Resources Ltd.
At 31 July 2010, the Group had outstanding obligations, including interest, relating to bank loans and leases
of $829,543 and an amount of $5,149,566 under the Sandstorm financing agreement ('Gold Loan').
The bank loan is secured by way of a fixed charge over a property and is repayable in monthly instalments of
$384 over 12 years.
The bank loans and leases are repayable by fixed monthly instalments and are repayable as follows:
2010 2009
$ $
Due within one year 387,877 262,795
Due within one to two years 374,104 399,995
Due within two to three years 22,144 359,504
Due within three to four years 23,797 20,634
Due within four to five years 5,214 22,066
Due after five years 16,407 19,802
-----------------------------
829,543 1,084,796
-----------------------------
-----------------------------
The leases are secured on the assets subject to those leases.
The Gold Loan is repayable by the delivery of 25% of the first 175,000 oz of payable gold and thereafter 12% of
all subsequent payable gold for the balance of the period ending 40 years after the date of the agreement.
After the expiry of the 40 year term, the agreement is renewable in 10 year blocks at the option of Sandstorm
Resources Ltd.
Under the terms of this agreement Sandstorm will make staged upfront cash payments for the gold to the Group
totalling US$20 million. Payment milestones are as follows:
-- US$5 million available immediately and received on 10 March 2010;
-- US$2 million on completion of a NI43-101 feasibility study (subsequently
received on 8 September 2010); and
-- US$13 million when Rambler is awarded all permits required for the Ming
mine to start production (outstanding at the date of this report).
For this, the Group has agreed to sell 25% of the first 175,000oz of payable gold and thereafter 12% of all
further payable gold up to 40 years, renewable in 10 year blocks.
A 4.5% commission is payable with each payment received under the agreement.
There are certain circumstances in which the gold loan may be repaid earlier than by the delivery of payable
gold as follows:
(i) If within 18 months of 4 March 2010 (the date of the agreement) the
Ming mine has not started producing gold any amounts advanced will
become repayable on demand together with interest at a rate of 8%
per annum.
(ii) If within 24 months of the date that gold is first produced, the
Ming mine has not produced and sold a minimum of 24,000oz of payable
gold then a portion of the US$20 million will be repayable based on
the shortfall of payable gold.
(iii) Within the first 36 months of Commercial production of gold any
shortfall in payable gold below the following amounts will be
required to be paid in cash:
- within the first 12 months - US$3.6 million
- within the second 12 months - US $3.6 million
- within the third 12 months - US$3.1 million
The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the effective
interest rate implicit in the cash flows arising from the loan the cash flows are forecast at each quarter end
based on management's best estimates of the time of delivery of payable gold, the total amount of gold expected
to be produced over the mine life and the timing of that production.
Interest accrued of $218,595 during the year has been capitalised and included in exploration and evaluation
expenditure.
The Gold Loan is secured by a fixed and floating charge over the Group's assets.
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 2010.
RELATED PARTY TRANSACTIONS
A total of $503,969 (2009:$513,884) 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 2010 fees of
$50,843 remained outstanding (2009: $39,797)
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. In August 2010, the Group released its final NI43-101 Feasibility Study for
the Ming Mine Copper Gold Project. This enabled the Group to draw down the second instalment of the Gold Loan
(see commitments and loan section above) of US$2 million. Under the Gold Loan agreement a further amount of
US$13 million will be available as soon as the permits to start production for the Ming mine have been awarded.
The Directors and management continue to evaluate possible sources of finance to provide sufficient project
finance and working capital for the forthcoming 12 months. Whilst they and are confident that such funds will
be raised and have therefore concluded that the Group is a going concern, there is no certainty that such funds
will be available when needed.
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 2010 fiscal year, the parent company granted a number of individuals employee stock options. The number
of share options being granted is considered by the directors to be consistent with companies of a similar size
and profile to Rambler. The parent company is likely to grant individuals employee stock options again in the
future. The Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the
model in respect of the expected option life and the volatility are subject to management estimate and any
changes to these estimates may have a significant effect on the cost.
Gold Loan
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows
arising from the sale of payable gold (see note 18).The cash flows will be dependent on the production of gold
and its selling price at the time of delivery which have been estimated in line with the mine plan, future
prices of gold and reserve estimates. Management's estimates of these factors are subject to risk and
uncertainties affecting the amount of the interest charge. Any changes to these estimates may result in a
significantly different interest charge which would affect the carrying value of the exploration and evaluation
costs and the corresponding Gold Loan liability.
CHANGES IN ACCOUNTING POLICIES
In the current year, the following new and revised standards have been adopted and have affected the
disclosures presented in these financial statements:
IAS1 (revised 2007) Presentation of Financial Statements
IAS1 has introduced a number of changes in the format and content of the financial statements. This resulted in
the Company presenting a Statement of Comprehensive Income and a Statement of Changes in Equity. Previously the
statements had been presented together in a Statement of Recognised Income and Expense.
IFRS 8 Operating Segments
IFRS 8 is a disclosure standard. Its adoption has not resulted in any changes to the classification of the
Group's segments; however additional segmental disclosures have been included.
Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments Disclosures)
The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity
risk. The Group has elected not to provide comparative information for these expanded disclosures in the
current year in accordance with the transitional reliefs offered in these amendments.
No standards issued but not yet effective have been adopted early.
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 2010:
Nature of
change to
accounting Application date Application
IFRS/Amendment Title policy of standard date for Group
----------------------------------------------------------------------------
No change to
accounting
Annual policy,
Improvements therefore, no
Various to IFRSs impact Various 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
policy,
Related Party therefore, no
IAS 24 revised Disclosures impact 1 January 2011 1 August 2011
----------------------------------------------------------------------------
No change to
accounting
Financial policy,
IAS 32 instruments: therefore, no
amendment Presentation impact 1 February 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
policy,
IAS 39 Financial therefore, no
amendment instruments impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
First time policy,
adoption of therefore, no
IFRS 1 amended IFRS impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
policy,
Share-based therefore, no
IFRS 2 amended payment impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
Financial No change to
instruments: accounting
Classification policy,
and therefore, no
IFRS 9 Measurement impact 1 January 2013 1 August 2013
----------------------------------------------------------------------------
Extinguishing No change to
financial accounting
liabilities policy,
with Equity therefore, no
IFRIC 19 Instruments impact 1 July 2010 1 August 2010
----------------------------------------------------------------------------
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 95,485,000
Options 3,952,000
----------------------------------------------
Total 99,437,000
----------------------------------------------
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.
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.
REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 JULY 2010
The Directors present their report with the audited financial statements of the Group for the year ended 31
July 2010.
PRINCIPAL ACTIVITY
The principal activity of the Group is the development and exploration programme of the Ming Mine 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 starting retrofit work on the Nugget Pond Mill which will process base metal
sulphides from the Mine. Plans are also being finalized to resume exploration activity and pre-production
development which will result in the Mine being brought into production during 2011.
DIVIDENDS
No dividends will be distributed for the year ended 31 July 2010.
DIRECTORS
The Directors during the period under review were:
J A Baker
B F Dalton
D H W Dobson
L D Goodman
B Hinchcliffe
S Neamonitis
G Ogilvie
J M Roberts
J Thomson
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 2010 was 20 days (2009: 21 days). The Company's average
creditor payment period at 31 July 2010 was 9 days (2009: 20 days).
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the year, the Group made charitable donations of $2,355 (2009: $99) to various charities in the Baie
Verte Newfoundland area.
SUBSTANTIAL SHARE INTERESTS
At 15 October 2010 the parent Company was aware of the following substantial share interests:
Number of Ordinary
Shares % of Share Capital
Altius Resources Inc. 12,000,000 12.57%
CDS & Co. 9,290,922 9.73%
Chase Nominees Limited 7,738,200 8.10%
Zila Corporation 6,499,999 6.81%
Hanover Nominees Limited 6,004,500 6.29%
The Bank of New York (Nominees)
Limited 5,140,542 5.38%
Nortrust Nominees Limited 4,662,000 4.88%
HSBC Global Custody Nominee (UK)
Limited 3,000,000 3.14%
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 20 to the Financial Statements. There were no derivative instruments outstanding at 31 July
2010.
SUBSEQUENT EVENTS
Details of subsequent events are set out in the Management's Discussion and Analysis.
RISKS AND UNCERTAINTIES
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.
Mining risks
Mining operations are inheriting risky. These operations are subject to all hazards and risks encountered in
the exploration for, and development and production of underground ore, including formation pressures, seismic
activity, rock bursts, fires, power outages, cave-ins, flooding, explosions and other conditions involved in
the drilling and removal of material. Any of these events could result in serious damage to the mine and other
infrastructure, damage to life or property, environmental damage and possible legal liability.
The Company's profitability will depend, in part, on the economic returns and actual costs of developing its
mining projects, which may differ from the estimates made by the Company. Events such as delays in
construction, commissioning, and technical difficulties may result in the Company's current or future project
target dates being delayed or additional capital expenditure being incurred.
Copper and Gold Price Volatility
The Group'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 the Group'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 the Group's results of operations and financial
condition.
Additional Requirement for Capital
The Group will need to raise additional capital in due course to fund anticipated future development and
ongoing operations. Future development of the Ming Mine, 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.
Uncertainty in the estimation of mineral resources and mineral reserves
The calculation of mineral reserves and mineral resources and related grades mined has a degree of uncertainty.
Until such a time as the mineral reserves and mineral resources are actually mined and processed, the quantity
of grades must be considered as estimates only. The mineral reserves estimates of the Company have been
determined based on assume metal prices, cut-off grades and costs that may prove to be inaccurate. Any material
change in these variables, along with differences in actual metal recoveries when compared to laboratory test
results, may affect the economic outcome of current and future projects.
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
15 October 2010
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; and
-- 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.
CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 JULY 2010
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 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 2010 which
comprise the consolidated income statement and the consolidated and company statements of comprehensive income,
balance sheets, statements of changes in equity, statements of cash flows 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 Chapter 3 of Part 16 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 statement of directors' responsibilities, 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
groups 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 2010 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.
Emphasis of matter - adequacy of project finance and going concern
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 Group's ability to continue as a going concern and the adequacy of
project finance. The current funding position as explained in the note indicates the existence of a material
uncertainty which may cast significant doubt about the Company and the Group's ability to continue as a going
concern. If the company is unable to secure such additional funding, this may have a consequential impact on
the carrying value of the related assets and the investments of the parent company. The outcome of any future
fundraising 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.
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.
Jason Homewood (Senior statutory auditor) London, UK
for and on behalf of PKF (UK) LLP, Statutory auditors 15 October 2010
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 2010 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 2010 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
15 October 2010
RAMBLER METALS AND MINING PLC
CONSOLIDATED INCOME STATEMENT
For the Year Ended 31 July 2010
(EXPRESSED IN CANADIAN DOLLARS)
Note 2010 2009
$ $
Revenue - -
Cost of sales - -
------------------------------
Gross profit - -
Administrative expenses (2,319,528) (2,076,143)
Exploration expenses (90,772) -
------------------------------
Operating loss 4 (2,410,300) (2,076,143)
------------------------------
Bank interest receivable 18,627 82,281
Finance costs (64,721) (66,228)
------------------------------
Net financing (expense)/income (46,094) 16,053
------------------------------
Loss before tax (2,456,394) (2,060,090)
Income tax credit 6 30,509 11,623
------------------------------
Loss for the year and attributable to
owners of the parent (2,425,885) (2,048,467)
------------------------------
------------------------------
Loss per share Note 2010 2009
$ $
Basic and diluted loss per share 16 (0.029) (0.034)
------------------------------
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 31 July 2010
(EXPRESSED IN CANADIAN DOLLARS)
2010 2009
$ $
Loss for the year (2,425,885) (2,048,467)
------------------------------
Exchange differences on translation of foreign
operations (net of tax) (24,741) (5,700)
------------------------------
Other comprehensive loss for the year (24,741) (5,700)
------------------------------
Total comprehensive loss for the year and
attributable to the owners of the parent (2,450,626) (2,054,167)
------------------------------
------------------------------
COMPANY STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 31 July 2010
2010 2009
$ $
Loss for the year (715,870) (801,211)
Exchange differences on translation into
presentation currency (3,426,740) (4,316,381)
------------------------------
Other comprehensive loss for the year (3,426,740) (4,316,381)
------------------------------
Total comprehensive loss for the year (4,142,610) (5,117,592)
------------------------------
------------------------------
REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)
RAMBLER METALS AND MINING PLC
CONSOLIDATED BALANCE SHEET
As at 31 July 2010
(EXPRESSED IN CANADIAN DOLLARS)
Note
2010 2009 2008
$ $ $
Assets
Property, plant and equipment 8 7,461,137 4,029,411 5,315,164
Intangible assets 9 37,050,910 31,476,116 24,586,176
------------------------------------
Total non-current assets 44,512,047 35,505,527 29,901,340
------------------------------------
Trade and other receivables 12 284,873 136,987 384,003
Cash and cash equivalents 13 7,999,751 2,088,831 10,356,138
Restricted cash 14 1,364,980 - -
------------------------------------
Total current assets 9,649,604 2,225,818 10,740,141
------------------------------------
Total assets 54,161,651 37,731,345 40,641,481
------------------------------------
------------------------------------
Equity
Issued capital 15 1,862,613 1,255,060 1,255,060
Share premium 51,531,884 39,296,408 39,296,408
Merger reserve 214,472 214,472 214,472
Translation reserve 25,245 49,986 55,686
Accumulated losses (6,810,787) (4,638,707) (2,838,842)
------------------------------------
Total equity 46,823,427 36,177,219 37,982,784
------------------------------------
Liabilities
Interest-bearing loans and
borrowings 18 5,591,232 822,001 921,296
Provision 19 558,739 - -
------------------------------------
Total non-current liabilities 6,149,971 822,001 921,296
------------------------------------
Interest-bearing loans and
borrowings 18 387,877 262,795 277,110
Trade and other payables 17 800,376 469,330 1,460,291
------------------------------------
Total current liabilities 1,188,253 732,125 1,737,401
------------------------------------
Total liabilities 7,338,224 1,554,126 2,658,697
------------------------------------
Total equity and liabilities 54,161,651 37,731,345 40,641,481
------------------------------------
------------------------------------
ON BEHALF OF THE BOARD:
Director
Approved and authorised for issue by the Board on 15 October 2010
REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)
RAMBLER METALS AND MINING PLC
COMPANY BALANCE SHEET
As at 31 July 2010
(EXPRESSED IN CANADIAN DOLLARS)
Note
2010 2009 2008
$ $ $
Assets
Property, plant and
equipment 8 649 1,176 2,859
Investments 10 39,999,602 31,834,467 34,276,414
---------------------------------------------
Total non-current assets 40,000,251 31,835,643 34,279,273
---------------------------------------------
Trade and other
receivables 12 68,266 39,227 73,220
Cash and cash equivalents 13 553,015 40,653 2,656,506
---------------------------------------------
Total current assets 621,281 79,880 2,729,726
---------------------------------------------
Total assets 40,621,532 31,915,523 37,008,999
---------------------------------------------
---------------------------------------------
Equity
Issued capital 1,862,613 1,255,060 1,255,060
Share premium 51,531,884 39,296,408 39,296,408
Translation reserve (9,075,740) (5,649,000) (1,332,619)
Accumulated losses (3,845,055) (3,162,365) (2,403,206)
---------------------------------------------
Total equity 40,473,702 31,740,103 36,815,643
---------------------------------------------
Liabilities
Trade and other payables 17 147,830 175,420 193,356
---------------------------------------------
Total current liabilities 147,830 175,420 193,356
---------------------------------------------
Total liabilities 147,830 175,420 193,356
---------------------------------------------
Total equity and
liabilities 40,621,532 31,915,523 37,008,999
---------------------------------------------
---------------------------------------------
ON BEHALF OF THE BOARD:
Director
Approved and authorised for issue by the Board on 15 October 2010
RAMBLER METALS AND MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Merger Translation Accumulated
capital premium reserve reserve Losses Total
(EXPRESSED IN $ $ $ $ $ $
CANADIAN
DOLLARS)
Group
Balance at 1
August 2008 1,255,060 39,296,408 214,472 55,686 (2,838,842) 37,982,784
--------------------------------------------------------------
Comprehensive
loss
Loss for the
year - - - - (2,048,467) (2,048,467)
--------------------------------------------------------------
Foreign
exchange
translation
differences - - - (5,700) - (5,700)
--------------------------------------------------------------
Total other
comprehensive
loss - - - (5,700) - (5,700)
--------------------------------------------------------------
Total
comprehensive
loss for the
year - - - (5,700) (2,048,467) (2,054,167)
--------------------------------------------------------------
Transactions
with owners
Share-based
payments - - - - 248,602 248,602
--------------------------------------------------------------
Transactions
with owners - - - - 248,602 248,602
--------------------------------------------------------------
Balance at 31
July 2009 1,255,060 39,296,408 214,472 49,986 (4,638,707) 36,177,219
--------------------------------------------------------------
Balance at 1
August 2009 1,255,060 39,296,408 214,472 49,986 (4,638,707) 36,177,219
--------------------------------------------------------------
--------------------------------------------------------------
Comprehensive
loss
Loss for the
year - - - - (2,425,885) (2,425,885)
--------------------------------------------------------------
Foreign
exchange
translation
differences - - - (24,741) - (24,741)
--------------------------------------------------------------
Total other
comprehensive
loss - - - (24,741) - (24,741)
--------------------------------------------------------------
Total
comprehensive
loss for the
year - - - (24,741) (2,425,885)(2,450,626)
--------------------------------------------------------------
Transactions
with owners
Issue of share
capital 607,553 13,127,835 - - - 13,735,388
Share issue
expenses - (892,359) - - - (892,359)
Share-based
payments - - - - 253,805 253,805
--------------------------------------------------------------
Transactions
with owners 607,553 12,235,476 - - 253,805 13,906,384
--------------------------------------------------------------
Balance at 31
July 2010 1,862,613 51,531,884 214,472 25,245 (6,810,787) 46,823,427
--------------------------------------------------------------
--------------------------------------------------------------
RAMBLER METALS AND MINING PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Share Translation Accumulated
capital premium reserve losses Total
(EXPRESSED IN $ $ $ $ $
CANADIAN
DOLLARS)
Balance at 1
August 2008 1,255,060 39,296,408 (1,332,619) (2,403,206) 36,815,643
--------------------------------------------------------------
Comprehensive
loss
Loss for the
year - - - (801,211) (801,211)
--------------------------------------------------------------
Foreign
exchange
translation - - (4,316,381) - (4,316,381)
differences
--------------------------------------------------------------
Total other
comprehensive - - (4,316,381) - (4,316,381)
loss
--------------------------------------------------------------
Total
comprehensive
loss for the - - (4,316,381) (801,211) (5,117,592)
year
Share-based
payments - - - 42,052 42,052
--------------------------------------------------------------
Balance at 31
July 2009 1,255,060 39,296,408 (5,649,000) (3,162,365) 31,740,103
--------------------------------------------------------------
--------------------------------------------------------------
Balance at 1
August 2009 1,255,060 39,296,408 (5,649,000) (3,162,365) 31,740,103
--------------------------------------------------------------
Comprehensive
loss
Loss for the
year - - - (715,870) (715,870)
--------------------------------------------------------------
Foreign
exchange
translation - - (3,426,740) - (3,426,740)
differences
--------------------------------------------------------------
Total other
comprehensive - - (3,426,740) (3,426,740)
loss
--------------------------------------------------------------
Total
comprehensive
loss for the - - (3,426,740) (715,870) (4,142,610)
year
Issue of share
capital 607,553 13,127,835 - - 13,735,388
Share issue
expenses - (892,359) - - (892,359)
Share-based
payments - - - 33,180 33,180
--------------------------------------------------------------
Balance at 31
July 2010 1,862,613 51,531,884 (9,075,740) (3,845,055) 40,473,702
--------------------------------------------------------------
--------------------------------------------------------------
RAMBLER METALS AND MINING PLC
STATEMENTS OF CASH FLOWS
For the Year Ended 31
July 2010
(EXPRESSED IN CANADIAN
DOLLARS)
Group Company Group Company
2010 2010 2009 2009
$ $ $ $
Cash flows from
operating activities
Operating loss (2,410,300) (716,929) (2,076,143) (826,773)
Depreciation 150,751 961 113,282 1,938
Share based payments 247,076 26,449 257,442 34,672
(Increase)/decrease in
debtors (146,477) (29,039) 211,225 23,196
Increase/(decrease) in
creditors 85,977 (27,590) (120,494) 5,322
------------------------------------------------------
Cash utilised in
operations (2,072,973) (746,148) (1,614,688) (761,645)
Interest paid (64,721) - (66,227) -
Tax received 30,509 - 11,623 -
------------------------------------------------------
Net cash from
operating activities (2,107,185) (746,148) (1,669,292) (761,645)
------------------------------------------------------
Cash flows from
investing activities
Interest received 18,627 1,060 86,100 29,380
Loans to subsidiaries - (11,567,136) - (1,730,277)
Purchase of bearer
deposit note (1,364,980) - - -
Acquisition of
evaluation and (3,704,106) - (5,640,724) -
exploration assets
Acquisition of
property, plant and (4,655,000) (525) (864,554) (502)
equipment
------------------------------------------------------
Net cash from
investing activities (9,705,459) (11,566,601) (6,419,178) (1,701,399)
------------------------------------------------------
Cash flows from
financing activities
Proceeds from the
issue of share 13,735,388 13,735,388 - -
capital
Payment of transaction
costs (892,359) (892,359) - -
Proceeds from issue of
share options 6,731 6,731 7,380 7,380
Proceeds from Gold
Loan (note 18) 5,139,000 - - -
Capital element of
finance lease (263,454) - (131,606) -
payments
------------------------------------------------------
Net cash from
financing activities 17,725,306 12,849,760 (124,226) 7,380
------------------------------------------------------
Net
increase/(decrease)
in cash and cash 5,912,662 537,011 (8,212,696) (2,455,664)
equivalents
Cash and cash
equivalents at 2,088,831 40,653 10,356,138 2,656,506
beginning of period
Effect of exchange
rate fluctuations on (1,742) (24,649) (54,611) (160,189)
cash held
------------------------------------------------------
Cash and cash
equivalents at end of 7,999,751 553,015 2,088,831 40,653
period
------------------------------------------------------
------------------------------------------------------
NOTES TO THE FINANCIAL STATEMENTS
1 Nature of operation and going concern
The principal activity of the Group is the development and exploration programme of the Ming Mine 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. In August 2010, the Group released its final NI43-101 Feasibility Study for
the Ming Mine Copper Gold Project. This enabled the Group to draw down the second instalment of the Gold Loan
(see note 18) of US$2 million. Under the Gold Loan agreement a further amount of US$13 million will be
available as soon as the permits to start production for the Ming mine have been awarded. The Directors and
management continue to evaluate possible sources of finance to provide sufficient project finance and working
capital for the forthcoming 12 months. Whilst they and are confident that such funds will be raised and have
therefore concluded that the Group is a going concern, there is no certainty that such funds will be available
when needed.
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 2010 comprise the Company and its subsidiaries
(together referred to as the "Group").
These financial statements are presented in Canadian dollars. Although the parent company has a functional
currency of GB pounds the majority of the Group's operations are carried out by its operating subsidiary which
has a functional currency of Canadian dollars. Foreign operations are included in accordance with the policies
set out in note 2(d). At 31 July 2010 the closing rate of exchange of Canadian dollars to 1 GB pound was 1.61
(31 July 2008: 1.79) and the average rate of exchange of Canadian dollars to 1 GB pound for the year was 1.70
(2009: 1.91).
(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.
In the current year, the following new and revised standards have been adopted and have affected the
disclosures presented in these financial statements:
IAS1 (revised 2007) Presentation of Financial Statements
IAS1 has introduced a number of changes in the format and content of the financial statements. This resulted in
the Company presenting a Statement of Comprehensive Income and a Statement of Changes in Equity. Previously the
statements had been presented together in a Statement of Recognised Income and Expense.
IFRS 8 Operating Segments
IFRS 8 is a disclosure standard. Its adoption has not resulted in any changes to the classification of the
Group's segments.
Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments Disclosures)
The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity
risk. The Group has elected not to provide comparative information for these expanded disclosures in the
current year in accordance with the transitional reliefs offered in these amendments.
There have been no standards issued but not yet effective that have been adopted early.
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 2010:
Nature of
change to
IFRS/Amendment accounting Application date Application
Title policy of standard date for Group
----------------------------------------------------------------------------
No change to
accounting
Various Annual policy,
Improvements to therefore, no
IFRSs impact Various 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
IAS 24 revised policy,
Related Party therefore, no
Disclosures impact 1 January 2011 1 August 2011
----------------------------------------------------------------------------
No change to
accounting
IAS 32 Financial policy,
amendment instruments: therefore, no
Presentation impact 1 February 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
IAS 39 policy,
amendment Financial therefore, no
instruments impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
IFRS 1 amended First time policy,
adoption of therefore, no
IFRS impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
accounting
IFRS 2 amended policy,
Share-based therefore, no
payment impact 1 January 2010 1 August 2010
----------------------------------------------------------------------------
No change to
Financial accounting
IFRS 9 instruments: policy,
Classification therefore, no
and Measurement impact 1 January 2013 1 August 2013
----------------------------------------------------------------------------
Extinguishing No change to
financial accounting
IFRIC 19 liabilities policy,
with Equity therefore, no
Instruments impact 1 July 2010 1 August 2010
----------------------------------------------------------------------------
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 Canadian dollars, rounded to the nearest dollar.
Change of presentational currency
The Group's principal operations are based in Canada and there will be further significant expenditure
associated with bringing the Group's Mine into production in 2011. As a result the Directors have changed the
Group's presentational currency from GB pounds to Canadian dollars.
The change of the Group's presentational currency has been accounted for in accordance with IAS 21 'The Effects
of Changes in Foreign Exchange Rates'.
On the change of the Group's presentational currency, comparative figures previously reported in GB pounds were
translated into Canadian dollars as follows:
-- income and expenses were translated at the average exchange rate for the
relevant period;
-- assets and liabilities were translated at the closing exchange rate on
the relevant balance sheet date; and
-- equity items were translated at historical exchange rates.
The exchange rates used were as follows:
2009 2008 2007 2006
GBP GBP GBP GBP
1 equals CAD$ 1 equals CAD$ 1 equals CAD$ 1 equals CAD$
Average rate 1.91 2.09 2.13 2.12
---------------------------------------------------------
Closing rate 1.79 2.03 2.16 2.11
---------------------------------------------------------
As a result of the change of the Group's presentational currency, a currency translation difference of $419,757
was recognised in equity as at 31 July 2009 which represented the difference between the Group's assets and
liabilities translated from GB pounds into Canadian dollars at the closing exchange rate on that date of GBP 1
equals $1.79 and the equity items recognised in the consolidated financial statements that were translated from
GB pounds to Canadian dollars at historical exchange rates.
The currency translation difference arose as follows:
$
Ordinary share capital 193,689
Share premium account 5,875,068
Retranslation of net assets from GB pounds to Canadian
dollars (5,649,000)
---------------
419,757
---------------
---------------
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
24.
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) Translation into presentation currency
The assets and liabilities of the UK parent are translated to Canadian dollars at foreign exchange rates ruling
at the balance sheet date. The revenues and expenses of the parent company are translated to Canadian dollars
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 and 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) Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities.
Financial liabilities include bank loans and the Gold Loan which are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at
amortised cost with any difference between cost and redemption value being recognised in the statement of
comprehensive income over the period of the borrowings on an effective interest basis except where the
difference between cost and redemption value qualify to be capitalised as part of the cost of a qualifying
asset.
(l) 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.
(m) Trade and other payables
Trade and other payables are stated at amortised cost.
(n) 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 where they do not meet the criteria for capitalisation.
(o) 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.
(p) 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
substantively 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. Operating segments
The Group has adopted IFRS 8 Operating Segments with effect from 1 August 2009. IFRS 8 requires operating
segments to be identified on the basis of internal reports about components of the Group that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess
their performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting) required an entity to
identify two sets of segments (business and geographical), using a risks and returns approach, with the
entity's 'system of internal financial reporting to key management personnel' serving only as the starting
point for the identification of such segments. Following the adoption of IFRS 8, the identification of the
Group's reportable segments has not changed.
The Group's operations relate to the exploration for, and development of mineral deposits with support provided
from the UK and as such the Group has only one segment.
Other geographical information
2010 2009
UK Canada Consolidated UK Canada Consolidated
$ $ $ $ $ $
Segment
revenue - - - - - -
--------------------------------------------------------------
Segment non-
current
assets 649 44,864,623 44,865,272 1,176 35,504,351 35,505,527
--------------------------------------------------------------
4. Operating loss
The operating loss is after
charging/(crediting):
2010 2009
$ $
Depreciation - owned assets 150,751 113,282
Directors' emoluments (see note 22) 348,468 344,745
Auditors' remuneration:
Audit of these financial statements 44,217 44,825
Fees payable to the auditor for other
services:
Audit of accounts of associates of the
Company pursuant to legislation - 4,768
Other services related to tax 17,248 17,453
Other services 5,638 2,384
Operating lease rentals 44,165 79,396
Foreign exchange differences 146,801 (2,953)
------------------------------
------------------------------
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 $1,746,252 (2009: $1,886,374) was
capitalised within exploration and evaluation assets.
5. Personnel expenses
Salary costs
Group Group
2010 2009
$ $
Wages and salaries 2,095,834 2,612,934
Share based payments 247,076 257,442
Compulsory social security contributions 133,666 182,961
------------------------------
2,476,576 3,053,337
------------------------------
------------------------------
Salary costs of $1,345,965 (2009: $1,916,261) 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 Group
2010 2009
Directors 9 8
Administration 6 6
Exploration and evaluation 19 26
------------------------------
34 40
------------------------------
------------------------------
During the year the Group granted share options to key personnel and consultants to purchase shares in the
entity. The options are exercisable at the market price of the shares at the date of grant.
Share-based payments
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
2010 2010 2009 2009
$ $
Outstanding at
the beginning
of the period 0.416 3,313,000 0.971 1,245,000
Granted during
the period 0.500 704,000 0.214 2,223,000
Cancelled during
the period 0.890 (65,000) 0.894 (155,000)
--------------- ---------------
Outstanding and
exercisable at
the end of the
period 0.467 3,952,000 0.416 3,313,000
--------------- ---------------
--------------- ---------------
The options outstanding at 31 July 2010 have an exercise price in the range of $0.19 to $1.10 and a weighted
average remaining contractual life of 8 years (2009: 9 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 2010 2009
$ $
Fair value at measurement date 208,500 280,530
--------------------------
Share price (weighted average) 0.467 0.444
Exercise price (weighted average) 0.467 0.444
Expected volatility (expressed as weighted average
volatility used in the modelling under Black-
Scholes model) 67.2% 65.3%
Expected option life 5 5
Expected dividends 0 0
Risk-free interest rate (based on national
government bonds) 3.98% 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 performance or market conditions associated with the share option grants.
2010 2009
$ $
Share options granted in 2008 49,241 158,048
Share options granted in 2009 77,972 99,394
Share options granted in 2010 119,863 -
--------------------------
Total expense recognised as employee costs 247,076 257,442
--------------------------
--------------------------
6. Income tax credit
Recognised in the income statement
2010 2009
$ $
Current tax expense
Current year - -
------------------------------
- -
Deferred tax credit
Origination and reversal of temporary
differences 438,094 384,532
Benefit of tax losses recognised (438,094) (384,532)
Tax losses surrendered for tax credit (30,509) (11,623)
------------------------------
Total income tax credit in income statement (30,509) (11,623)
------------------------------
------------------------------
Reconciliation of effective tax rate
2010 2009
$ $
Loss before tax (2,456,394) (2,060,090)
------------------------------
------------------------------
Income tax using the domestic corporation tax
rate of 28% (2009: 28%) (687,790) (576,825)
Effect of tax rates in foreign jurisdictions
(rates increased) (17,405) (12,589)
Non-deductible expenses 90,651 75,342
Capital allowances in excess of depreciation (319,558) (384,275)
Effect of tax losses carried forward 903,593 886,725
------------------------------
(30,509) (11,622)
------------------------------
------------------------------
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 $715,870
(2009: $801,211).
8. Property, plant and equipment - group
Fixtures,
Assets fittings
Land and under Motor Plant and and
buildings construction vehicles equipment equipment
$ $ $ $ $
Cost
Balance at 1
August 2008 962,181 - 194,888 5,613,548 36,613
Acquisitions 62,772 8,400 71,141 405,227 17,234
Disposals - - (147,787) - -
Effect of
movements in
foreign
exchange - - - - -
---------------------------------------------------------
Balance at 31
July 2009 1,024,953 8,400 118,242 6,018,775 53,847
---------------------------------------------------------
---------------------------------------------------------
Balance at 1
August 2009 1,024,953 8,400 118,242 6,018,775 53,847
Acquisitions 71,175 5,191,351 - 19,012 2,587
Effect of
movements in
foreign
exchange - - - - -
---------------------------------------------------------
Balance at 31
July 2010 1,096,128 5,199,751 118,242 6,037,787 56,434
---------------------------------------------------------
---------------------------------------------------------
Depreciation
and impairment
losses
Balance at 1
August 2008 255,183 - 46,179 1,356,293 15,039
Depreciation
charge for the
period 268,954 - 22,643 1,569,877 16,345
On disposals - - (50,448) - -
Effect of
movements in
foreign
exchange - - - - -
---------------------------------------------------------
Balance at 31
July 2009 524,137 - 18,374 2,926,170 31,384
---------------------------------------------------------
---------------------------------------------------------
Balance at 1
August 2009 524,137 - 18,374 2,926,170 31,384
Depreciation
charge for the
year 250,840 - 32,604 1,456,382 12,857
Effect of
movements in
foreign
exchange - - - - -
---------------------------------------------------------
Balance at 31
July 2010 774,977 - 50,978 4,382,552 44,241
---------------------------------------------------------
---------------------------------------------------------
Carrying
amounts
At 1 August
2008 706,998 - 148,709 4,257,255 21,574
---------------------------------------------------------
---------------------------------------------------------
At 31 July 2009 500,816 8,400 99,868 3,092,605 22,463
---------------------------------------------------------
---------------------------------------------------------
At 1 August
2009 500,816 8,400 99,868 3,092,605 22,463
---------------------------------------------------------
---------------------------------------------------------
At 31 July 2010 321,151 5,199,751 67,264 1,655,235 12,193
---------------------------------------------------------
---------------------------------------------------------
Computer
equipment Total
$ $
Cost
Balance at 1
August 2008 252,067 7,059,297
Acquisitions 244,871 809,645
Disposals - (147,787)
Effect of
movements in
foreign
exchange (849) (849)
-------------------------
Balance at 31
July 2009 496,089 7,720,306
-------------------------
-------------------------
Balance at 1
August 2009 496,089 7,720,306
Acquisitions 44,695 5,328,820
Effect of
movements in
foreign
exchange (662) (662)
-------------------------
Balance at 31
July 2010 540,122 13,048,464
-------------------------
-------------------------
Depreciation
and impairment
losses
Balance at 1
August 2008 71,439 1,744,133
Depreciation
charge for the
period 119,992 1,997,811
On disposals - (50,448)
Effect of
movements in
foreign
exchange (601) (601)
-------------------------
Balance at 31
July 2009 190,830 3,690,895
-------------------------
-------------------------
Balance at 1
August 2009 190,830 3,690,895
Depreciation
charge for the
year 144,321 1,897,004
Effect of
movements in
foreign
exchange (572) (572)
-------------------------
Balance at 31
July 2010 334,579 5,587,327
-------------------------
-------------------------
Carrying
amounts
At 1 August
2008 180,628 5,315,164
-------------------------
-------------------------
At 31 July 2009 305,259 4,029,411
-------------------------
-------------------------
At 1 August
2009 305,259 4,029,411
-------------------------
-------------------------
At 31 July 2010 205,543 7,461,137
-------------------------
-------------------------
Leased plant and machinery
The Group leases surface and underground 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 2010, the net
carrying amount of leased plant and machinery was $126,715 (2009: $502,099). The leased equipment secures lease
obligations (see note 18).
8. Property, plant and equipment - company
Computer
equipment
$
Cost
Balance at 1 August 2008 6,904
Acquisitions 502
Effect of movements in foreign exchange (849)
Balance at 31 July 2009 6,557
---------------
---------------
Balance at 1 August 2009 6,557
Acquisitions 525
Effect of movements in foreign exchange (662)
---------------
Balance at 31 July 2010 6,420
---------------
---------------
Depreciation and impairment losses
Balance at 1 August 2008 4,045
Depreciation charge for the period 1,940
Effect of movements in foreign exchange (604)
---------------
Balance at 31 July 2009 5,381
---------------
---------------
Balance at 1 August 2009 5,381
Depreciation charge for the year 962
Effect of movements in foreign exchange (572)
---------------
Balance at 31 July 2010 5,771
---------------
---------------
Carrying amounts
At 1 August 2008 2,859
---------------
---------------
At 31 July 2009 1,176
---------------
---------------
At 1 August 2009 1,176
---------------
---------------
At 31 July 2010 649
---------------
---------------
9. Intangible assets - group
Exploration and evaluation
Costs
$
Cost
Balance at 1 August 2008 24,586,176
Acquisitions 6,889,940
------------------------------
Balance at 31 July 2009 31,476,116
------------------------------
------------------------------
Balance at 1 August 2009 31,476,116
Acquisitions 5,574,794
------------------------------
Balance at 31 July 2010 37,050,910
------------------------------
------------------------------
Carrying amounts
At 1 August 2008 24,586,176
------------------------------
------------------------------
At 31 July 2009 31,476,116
------------------------------
------------------------------
At 1 August 2009 31,476,116
------------------------------
------------------------------
At 31 July 2010 37,050,910
------------------------------
------------------------------
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 recent Feasibility Study as well
as its opportunities economic model which includes resource estimates and conversion of its inferred resources,
movement of 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
at the year end.
10. Investments - company
Investment in
subsidiary Loans Total
$ $ $
Cost
Balance at 1 August 2008 486,631 33,789,783 34,276,414
Advances - 1,730,277 1,730,277
Effect of movements in foreign
exchange (57,686) (4,114,538) (4,172,224)
---------------------------------------------
Balance at 31 July 2009 428,945 31,405,522 31,834,467
---------------------------------------------
---------------------------------------------
Balance at 1 August 2009 428,945 31,405,522 31,834,467
Advances - 11,567,136 11,567,136
Effect of movements in foreign
exchange (41,568) (3,360,433) (3,402,001)
---------------------------------------------
Balance at 31 July 2010 387,377 39,612,225 39,999,602
---------------------------------------------
---------------------------------------------
The company has interests in the following material subsidiary undertakings, which are included in the
consolidated financial statements.
Country of
Name Class Holding Activity 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
2010 2009 2010 2009 2010 2009
$ $ $ $ $ $
Property,
plant and
equipment (272,838) (78,838) - - (272,838) (78,838)
Intangible
assets - - 1,744,759 1,246,733 1,744,759 1,246,733
Tax value of
loss carry-
forwards
recog-
nised (1,471,921) (1,167,895) - - (1,471,921) (1,167,895)
----------------------------------------------------------------
Net tax
(assets) /
liabilities(1,744,759) (1,246,733) 1,744,759 1,246,733 - -
----------------------------------------------------------------
----------------------------------------------------------------
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2010 2009
$ $
Deductible temporary differences 334 (184)
UK tax losses 740,443 623,902
707,580 299,902
Canadian tax losses 2,527,844 2,129,063
--------------------------
Other Canadian tax credits 3,976,201 3,052,034
--------------------------
--------------------------
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 recognised deferred tax assets and liabilities
Effect of
Balance 1 Recognised change in Exchange Balance 31
Aug 08 in income tax rate difference Jul 09
$ $ $ $ $
Property, plant
and equipment 91,061 (162,285) (7,375) (239) (78,838)
Intangible
assets 761,450 546,275 (61,678) 686 1,246,733
Tax value of
loss carry-
forwards (852,511) (383,990) 69,053 (447) (1,167,895)
------------------------------------------------------------
- - - - -
------------------------------------------------------------
------------------------------------------------------------
Effect of
Balance 1 Recognised change in Exchange Balance 31
Aug 09 in income tax rate difference Jul 10
$ $ $ $ $
Property, plant
and equipment (78,838) (194,000) - - (272,838)
Intangible
assets 1,246,733 498,026 - - 1,744,759
Tax value of
loss carry-
forwards (1,167,895) (304,026) - - (1,471,921)
------------------------------------------------------------
- - - - -
------------------------------------------------------------
------------------------------------------------------------
12. Trade and other receivables
Group Group Group Company Company Company
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
Other
receivables 22,004 2,531 94,678 1,251 2,029 25,506
Sales taxes
recoverable 56,963 42,135 223,335 9,851 4,972 16,620
Prepayments and
accrued income 205,906 92,321 65,990 57,164 32,226 31,094
------------------------------------------------------------
284,873 136,987 384,003 68,266 39,227 73,220
------------------------------------------------------------
------------------------------------------------------------
13. Cash and cash equivalents
Group Group Group Company Company Company
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
Short term
deposits 6,860,562 1,699,999 6,439,773 484,221 - -
Bank balances 1,139,189 388,831 3,916,365 68,794 40,653 2,656,506
------------------------------------------------------------
Cash and cash
equivalents in
the statement
of cash flows 7,999,751 2,088,831 10,356,138 553,015 40,653 2,656,506
------------------------------------------------------------
------------------------------------------------------------
14. Restricted cash
Group Group Group Company Company Company
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
Bearer deposit note 1,364,980 - - - - -
----------------------------------------------------
----------------------------------------------------
The group is required to hold a Letter of Credit in favour of the Government of Newfoundland and Labrador in
respect of the reclamation and closure liability at the Nugget Pond Mill. The bearer deposit note matures on 5
July 2011 and has a nominal value of $1,383,000 giving an effective yield of 1.32%.
15. Capital and reserves
Share capital and share premium - group and company
Number
In issue at 1 August 2008 59,385,000
Issued for cash -
--------------------
In issue at 31 July 2009 59,835,000
--------------------
--------------------
In issue at 1 August 2009 59,385,000
Issued for cash 36,100,000
--------------------
In issue at 31 July 2010 95,485,000
--------------------
--------------------
At 31 July 2010, 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 2010 are as follows:
On 21 October 2009 the company received monies to subscribe for 27,500,000 shares for $0.346 each raising a
total of $8,866,724 net of expenses.
On 31 March 2010 the company received monies to subscribe for 8,600,000 shares for $0.491 each raising a total
of $3,976,305 net of expenses.
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 transition to IFRS 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 the parent company which has 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.
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.
16. Loss per share
Basic loss per share
The calculation of basic loss per share at 31 July 2010 was based on the loss attributable to ordinary
shareholders of $2,425,885 and a weighted average number of ordinary shares outstanding during the period ended
31 July 2010 of 83,581,438 calculated as follows:
Loss attributable to ordinary shareholders
2010 2009
$ $
Loss for the period (2,425,885) (2,048,467)
------------------------------------
Loss attributable to ordinary
shareholders (2,425,885) (2,048,467)
------------------------------------
------------------------------------
Weighted average number of ordinary shares
Number
At 1 August 2008 59,385,000
Effect of shares issued during the year -
------------------
At 31 July 2009 59,385,000
------------------
------------------
In issue at 1 August 2009 59,385,000
Effect of shares issued during year 24,196,438
------------------
Weighted average number of ordinary
shares at 31 July 2010 83,581,438
------------------
------------------
There is no difference between the basic and diluted loss per share. At 31 July 2010 there were 3,952,000
(2009: 3,313,000) share options and nil (2009: 478,200) compensation options in issue which may have a dilutive
effect on the basic earnings or loss per share in the future.
17. Trade and other payables
Group Group Group Company Company Company
2010 2009 2008 2010 2009 2008
$ $ $ $ $ $
Trade payables 437,836 51,475 1,046,592 12,491 8,225 47,278
Non trade payables 232,123 23,819 136,861 4,922 680 55,592
Accrued expenses 130,417 394,036 276,838 130,417 166,515 90,486
--------------------------------------------------------
800,376 469,330 1,460,291 147,830 175,420 193,356
--------------------------------------------------------
--------------------------------------------------------
18. 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 20.
2010 2009 2008
$ $ $
Non-current liabilities
Bank loan 29,408 32,793 -
Finance lease liabilities 412,258 789,208 921,296
Gold Loan 5,149,566 - -
---------------------------------------------
5,591,232 822,001 921,296
---------------------------------------------
---------------------------------------------
Current liabilities
Current portion of bank loan 3,250 3,250 -
Current portion of finance
lease liabilities 384,627 259,545 277,110
---------------------------------------------
387,877 262,795 277,110
---------------------------------------------
---------------------------------------------
Finance lease liabilities
Finance lease liabilities are payable as follows:
Minimum Minimum
lease lease
Payments Interest Principal Payments Interest Principal
2010 2010 2010 2009 2009 2009
$ $ $ $ $ $
Less than one
year 426,021 41,394 384,627 334,352 74,807 259,545
Between one and
five years 427,343 15,585 412,258 830,986 41,777 789,208
------------------------------------------------------------
853,364 56,979 796,885 1,165,338 116,584 1,048,754
------------------------------------------------------------
------------------------------------------------------------
Under the terms of the lease agreements, no contingent rents are payable.
Gold Loan
During the year, the Group entered into an agreement ("Gold Loan") with Sandstorm Resources Ltd to sell a
portion of the life-of-mine gold production from its Ming Mine.
Under the terms of the agreement Sandstorm Resources Ltd. will make staged upfront cash payments for the gold
to the Group totalling US$20 million. Payment milestones are as follows:
-- US$5 million available immediately and received on 10 March 2010;
-- US$2 million on completion of a NI43-101 feasibility study and received
on 8 September 2010;
-- US$13 million when Rambler is awarded all permits required for the Ming
mine to start production (outstanding at the date of these financial
statements).
For this, the Group has agreed to sell 25% of the first 175,000oz of payable gold and thereafter 12% of all
subsequent payable gold for the balance of the period ending 40 years after the date of the agreement. After
the expiry of the 40 year term, the agreement is renewable in 10 year blocks at the option of Sandstorm
Resources Ltd.
A 4.5% cash commission is payable with each payment received under the agreement.
There are certain circumstances in which the gold loan may be repaid earlier than by the delivery of payable
gold as follows:
(i) If within 18 months of 4 March 2010 (the date of the agreement) the
Ming mine has not started producing gold any amounts advanced will
become repayable on demand together with interest at a rate of 8% per
annum.
(ii) If within 24 months of the date that gold is first produced, the Ming
mine has not produced and sold a minimum of 24,000oz of payable gold
then a portion of the US$20 million will be repayable based on the
shortfall of payable gold.
(iii) Within the first 36 months of Commercial production of gold any
shortfall in payable gold below the following amounts will be
required to be paid in cash:
- within the first 12 months - US$3.6 million
- within the second 12 months - US $3.6 million
- within the third 12 months - US$3.1 million
The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the effective
interest rate implicit in the cash flows arising from the loan the cash flows are forecast at each quarter end
based on management's best estimates of the time of delivery of payable gold, the total amount of gold expected
to be produced over the mine life and the timing of that production.
Interest accrued of $218,595 during the year has been capitalised and included in exploration and evaluation
expenditure.
19. Provisions
2010 2009
$ $
Reclamation and closure provision
At 1 August 2009 - -
Provision during the year 558,739 -
--------------------
At 31 July 2010 558,739 -
--------------------
--------------------
The reclamation and closure provision has been made in respect of costs of land restoration and rehabilitation
expected to be incurred at the end of the Nugget Pond Mill's useful life. The provision has been calculated
based on the present value of the expected future cash flows associated with reclamation and closure activities
as required by the Government of Newfoundland and Labrador. The provision relates to restoration of the mill
site. The liability is secured by a letter of credit for $1,364,980.
20. 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 2010.
Foreign currency risk
The Group's cash resources are held in GB pounds and Canadian Dollars and the Gold Loan is repayable in US
dollars. The Group has a downside exposure to any strengthening of the GB pound as this would increase expenses
in Canadian dollar terms. This risk is mitigated by reviewing the holding of cash balances in GB pounds. Any
weakening of the GB pound would however result in the reduction of the expenses in Canadian dollar 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 Parent Company are translated into Canadian dollars. The Group has a downside
exposure to any strengthening of the US dollar as this would increase the amount repayable on the Gold Loan in
Canadian dollar terms. This risk, however, is relevant only should the Gold Loan be repaid in cash under terms
set out in note 18. Repayment is envisaged in payable gold which is denominated in US dollars. Once the Mine is
in production, this will mitigate this foreign currency risk.
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.
Previously the Group's results had been presented in GB pounds. Since the Group's main assets are held in
Canada which has a Canadian dollar functional currency, Directors and management decided to change the
presentational currency to Canadian dollars for Fiscal 2010, This significantly reduces the effect on the
Group's balance sheet of 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 Parent company'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 GB pound against the Canadian/US
Dollar. 10% represents management's assessment of the reasonable possible exposure.
Equity
2010 2009
$ $
10% strengthening of GB pound 52,679 33,458
10% weakening of GB pound (47,408) (30,416)
10% strengthening of US dollar (514,956) -
10% weakening of US dollar 468,143 -
------------------------------
------------------------------
Liquidity risk
Prior to Q3 2010 the Group had relied on shareholder funding to finance its operations. During Q3, 2010 the
Group entered into a financing arrangement in US dollars (see note 18). With finite cash resources and no
material income, the liquidity risk is significant. This risk is managed by controls over expenditure and
concentrating on achieving the payment milestones under the financing arrangement. Success will depend largely
upon the outcome of ongoing and future exploration and development 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 time as the Group becomes self-financing from the commercial production of mineral
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 2010.
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 2010 2009
$ $
Due within one year 387,877 262,795
Due within one to two years 374,104 399,995
Due within two to three years 22,144 359,504
Due within three to four years 23,797 20,634
Due within four to five years 5,214 22,066
Due after five years 16,407 19,802
------------------------------
829,543 1,084,796
------------------------------
------------------------------
The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 July 2010
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, 85% of the
Group's cash resources were invested in a short dated term deposits and bankers acceptances. Given the current
climate, the Group has taken a very risk averse approach to management of cash resources and management and
Directors monitor 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
2010 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 18.
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 and gold at the delivery date.
As explained in note 24 the Group calculates the effective interest rate on the Gold Loan based on estimates of
future cash flows arising from the sale of payable gold. In estimating the cash flows the following table
details the Group's sensitivity to a 10% increase and a 25% decrease in the price of gold. These percentages
represent management's assessment of the reasonable possible exposure.
Gross assets
2010 2009
$ $
10% increase in the price of gold (37,445) -
25% decrease in the price of gold 105,693 -
------------------------------
------------------------------
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:
Average Average
period for interest
Floating which rates for
Fixed rate rate rates are fixed rate
At 31 July 2010 assets Assets Total fixed assets
$ $ $ Months %
Sterling 484,221 66,718 550.939 1 0.25
Canadian $ 6,351,140 1,097,672 7,448,812 2 0.35
---------------------------------
6,835,361 1,164,390 7,999,751
---------------------------------
---------------------------------
At 31 July 2009
$ $ $ Months %
Sterling - 40,653 40,653 - -
Canadian $ 1,699,999 348,178 2,048,177 2 0.84
---------------------------------
1,699,999 388,831 2,088,831
---------------------------------
---------------------------------
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.
21. Capital and operating lease commitments
The Group has commitments totalling CAD$1.24 million (2009: $46,000) with various vendors relating to the
purchase of equipment for the Nugget Pond Mill upgrade.
At 31 July 2010 the company had the following operating lease commitments:
2010 2009
$ $
In respect of land and buildings
Payable within one year - -
--------------------
--------------------
Other
Payable within one year 15,892 15,892
Payable within one to two years 3,976 15,892
Payable within two to three years - 3,976
--------------------
19,868 35,760
--------------------
--------------------
22. 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:
2010 2009
$ $
Salary - executive
G Ogilvie 200,000 200,000
J Thomson (became non-executive on 2 May 2010) 76,530 89,049
Fees - non-executive
D H W Dobson - -
S Neamonitis 13,605 15,260
J M Roberts 13,605 15,260
L D Goodman 13,605 15,260
B F Dalton 2,381 2,670
J A Baker 2,381 2,670
B D Hinchcliffe (includes additional fees of
$nil (2009: $4,577) 13,605 19,837
J Thomson 12,755 -
------------------------------
348,467 360,006
------------------------------
------------------------------
D H W Dobson waived his entitlement to director's fees for the current and preceding periods. The payment of
fees to non-executive directors was suspended during the year in order to preserve cash. At 31 July 2010 fees
of $38,738 (2009: $39,797) remained outstanding.
Brian Dalton and John Baker, directors of the company are also directors of Altius Resources Inc ("Altius"), a
13% shareholder in the company.
Consultancy fees were payable to Altius Mineral Corporation for the year ended 31 July 2010 for the consultancy
services of J Baker & B Dalton amounting to $22,441 (31 July 2009: $25,178). At 31 July 2010, consultancy fees
of $21,306 (2009: $31,456) were outstanding.
Share options held by directors were as follows:
At 31.07.10 At 31.07.09
No. No.
G Ogilvie(1) 1,100,000 1,100,000
J Thomson(2) 400,000 400,000
D H W Dobson(3) 45,000 45,000
S Neamonitis(3) 45,000 45,000
J M Roberts(3) 45,000 45,000
L D Goodman(3) 45,000 45,000
B F Dalton(3) 45,000 45,000
J A Baker(3) 45,000 45,000
B D Hinchcliffe(3) 45,000 45,000
------------------------------
1,815,000 1,815,000
------------------------------
------------------------------
(1) 200,000 options at an exercise price of $0.93 expiring on 7 December
2016, 150,000 options at an exercise price of $1.10 expiring on 12
November 2017 and 750,000 options at an exercise price of $0.19 expiring
on 10 November 2018.
(2) 100,000 options at an exercise price of $0.93 expiring on 7 December
2016 and 300,000 options at an exercise price of $0.19 expiring on 10
November 2018.
(3) options at an exercise price of $0.19 expiring on 10 November 2018.
Total key management personnel compensations were as follows:
2010 2009
$ $
Salaries 382,212 410,580
Share based payments 121,757 103,304
------------------------------
503,969 513,884
------------------------------
------------------------------
Transactions with subsidiary undertakings
Details of loans advanced to subsidiary undertakings are included in note 10.
23. Subsequent events
On 3 August 2010 the Group announced it had entered into a Toll Processing Agreement with Tenacity Gold Mining
Co. Ltd. ("Tenacity"). Tenacity will deliver ore for processing from its Deer Cove and Stog'er Tight Gold Mines
to the Group's Nugget Pond Mill. This processing arrangement officially commenced on 1 September 2010.
On 10 August 2010 the Group received permission from the Government of Newfoundland and Labrador to proceed
with retrofit construction at the Nugget Pond Mill and the Mine Shaft Manway at the Ming mine.
On 26 August 2010 the Group released its final Feasibility Study for the Ming Mine indicating pre-tax operating
cash flow of US$71.0 million, Net Present Value of US$14.3 million discounted at 6%, payback of 1.5 years and
an Internal Rate of Return of 23.7% over a 6 year Life of Mine. Initial capital costs were projected at US$25.5
million with Sustaining Capital estimated at US$27.9 million.
On 31 August 2010, following Sandstorm's review and acceptance of the Feasibility Study, the Group signed an
amended agreement which provides for a higher percentage gold payment to Sandstorm in the first year and also
adds protective measures for Sandstorm on the throughput rates at the Ming Mine. On 8 September 2010 the second
payment of US$2.0 million (CAD$2.03 million after commission) was received by the Group.
24. 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. 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.
Gold Loan
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows
arising from the sale of payable gold (see note 18).The cash flows will be dependent on the production of gold
and its selling price at the time of delivery which have been estimated in line with the mine plan, future
prices of gold and reserve estimates. Management's estimates of these factors are subject to risk and
uncertainties affecting the amount of the interest charge. Any changes to these estimates may result in a
significantly different interest charge which would affect the carrying value of the exploration and evaluation
costs and the corresponding Gold Loan liability.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rambler Metals and Mining Canada Limited
George Ogilvie, P.Eng.
President and CEO
709-532-4990
OR
Rambler Metals & Mining Plc
Leslie Little
Company Secretary
+44 (0) 14-8341-9942
www.ramblermines.com
OR
Seymour Pierce Limited
Nandita Sahgal
+44 (0) 20-7107-8000
OR
Pelham Bell Pottinger
Klara Kaczmarek
+44 (0) 20-7861-3232
OR
Ocean Equities Limited
Guy Wilkes
+44 (0) 20-7786-4370
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Rambler Metals & Mining Plc
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