TIDMRMM
RNS Number : 3253O
Rambler Metals & Mining PLC
28 January 2019
28 January 2019
Rambler Announces Proposed Change of Chief Executive
Officer,
US$11 Million Private Placement Financing, 2019
Extraordinary General Meeting and Proposed Open Offer
London, England - Newfoundland and Labrador, Canada - Rambler
Metals and Mining plc (AIM: RMM) (Rambler or the Company) announces
that, after more than five years as the Company's President and
CEO, Norman Williams has announced his intention to stand down from
his executive and board roles with the Company to pursue other
interests. To ensure a smooth transition, Norm has agreed to remain
with the Company for an interim period. The Company will make an
appropriate announcement as soon as a suitably-qualified
replacement has been appointed in due course, and as and when
appropriate.
The Company is pleased to announce its proposal to raise
approximately US$11 million (GBP8,396,946.56) by way of an issuance
of 599,781,897 new ordinary shares in the capital of Rambler (the
Subscription Shares) at a subscription price of GBP0.014 / US$0.018
per Subscription Share (the Subscription Price) at an agreed
exchange rate of GBP1:US$1.31 (the Subscription) to CE Mining III
Rambler Limited (CEIII), Aether Real Assets Co-Investment I, L.P.
(Aether) and Lombard Odier Asset Management (Europe) Limited,
acting in its capacity as discretionary investment manager or
sub-adviser for and on behalf of certain funds and accounts managed
by it and / or as agent of Lombard Odier Asset Management (USA)
Corp (LOAM USA) acting in its capacity as discretionary investment
manager for and on behalf of certain funds and accounts managed by
it (LOAME and, together with CEIII and Aether, the Subscribers).
The Subscription is further to the US$2 million investment on 26
November 2018 by CEIII to subscribe for convertible loan notes in
the Company (the Loan Notes).
In addition to the Subscription, the Company proposes to make an
open offer to raise up to GBP1.7022 million to certain existing
Rambler shareholders (as described in more detail below) as soon as
reasonably practicable following completion of the Subscription
(the Open Offer).
Short-term Liquidity and Use of Proceeds
The proceeds of the Subscription and the Open Offer will be used
to improve the Company's working capital position which has become
strained due to various delays, including the development and
ventilation of the Ming copper-gold mine. Productivity levels at
the Ming copper-gold mine were below target and, as a result, the
Company did not deliver its planned saleable metal in calendar 2018
which also had a negative impact on the Company's working capital
position. Due to the mine performance and a lower than anticipated
copper price environment, the Company's financial position has
deteriorated. As at 28 January 2019, being the latest practicable
date prior to the publication of this document, the Company had
cash of US$137,993 and receivables of US$1,630,434. The Company has
trade and other payables of US$12,606,020. Consequently, the
Company has a requirement to raise short-term working capital.
Subject to the Subscription being approved by shareholders, the
Company will use certain net proceeds for working capital purposes,
to repay the US$1 million unsecured loan owing to CEIII (as
announced on 15 January 2019) and any accrued but unpaid interest
thereon and to fund matters approved by the board of directors of
the Company following completion of the Subscription. Should the
Subscription be rejected by Shareholders, there would be material
uncertainty over the financial condition of the Company and its
ability to deliver against its strategic objectives.
Subscription
Today, Rambler and the Subscribers entered into a conditional
subscription agreement (the Subscription Agreement) in connection
with the Subscription. Completion of the Subscription is
conditional upon the satisfaction or waiver of certain conditions
customary for a transaction of this nature.
The Subscription Price of GBP0.014 / US$0.018 per Subscription
Share at an agreed exchange rate of GBP1:US$1.31 per Subscription
Share represents a discount of 35% to the closing price per
ordinary share as at 25 January 2019, the last practicable date
prior to the announcement of the Subscription, and a discount of
31% below the seven day VWAP prior to such date.
Open Offer
The proposed Open Offer will be made to existing Rambler
shareholders, excluding the Subscribers and shareholders not
resident in, or citizens of, the United Kingdom (the Qualifying
Shareholders) to raise up to GBP1.7022 million through the issue of
up to 121,582,721 new ordinary shares (the Open Offer Shares) at
the pound sterling Subscription Price. The Open Offer will provide
an opportunity for all Qualifying Shareholders to acquire Open
Offer Shares pro rata to their current holdings of ordinary
shares.
The Company intends to finalise and announce the terms and
conditions of the Open Offer as soon as reasonably practicable
following the closing of the Subscription.
Extraordinary General Meeting
Shareholder approval is required to allot the Subscription
Shares and Open Offer Shares and to disapply the statutory
pre-emption rights with respect thereto. Such approvals are being
sought by Rambler at an extraordinary general meeting scheduled for
2:30 p.m. on 28 February, 2019 at the offices of Cantor Fitzgerald
Europe, One Churchill Place, Level 20, Canary Wharf, London E14
5RB, notice of which will be contained in a circular and notice of
meeting, to be posted to shareholders shortly.
The board of directors of the Company unanimously recommends
that shareholders vote in favour of the resolutions to be proposed
at the extraordinary general meeting as they intend to do so in
respect of their own holdings.
Related Party Transaction
CEIII is a wholly-owned subsidiary of CE Mining Fund III L.P., a
Cayman Islands exempted limited partnership whose general partner
is under common ownership with the general partner of CE Mining II
L.P., whose subsidiary CE Mining II Rambler Limited (CEII and
together with CEIII and their affiliates, the CE Entities) is a
majority shareholder of Rambler.
The Subscription by each of the Subscribers constitute related
party transactions for the purposes of Rule 13 of the AIM Rules.
The Subscription was approved by the Company's Non-Investor
Directors (as defined in the Relationship Agreement) who are
currently Norman Williams, Glenn Poulter and Eason Chen, who
unanimously determined that the Subscription was in the best
interests of the Company. The Non-Investor Directors, having
consulted with the Company's nominated adviser, Cantor Fitzgerald
Europe, consider that the terms of the Subscription are fair and
reasonable insofar as Shareholders are concerned. In reaching this
determination, the Non-Investor Directors considered, among other
things, the liquidity the Subscription would provide the Company
for its working capital needs. No special committee was established
in connection with the Subscription.
Assuming completion of the Subscription (and further assuming no
Loan Notes have been converted to ordinary shares), CEIII's
interest in the Company's share capital will be 34.28 per cent and
the CE Entities will own, in the aggregate, 65.77 per cent of the
Company's share capital. Aether and LOAME will own 9.86 per cent
and 14.71 per cent of the Company's share capital,
respectively.
Assuming full conversion of all of the principal amount of the
Loan Notes at a conversion price of CAD$0.05 and using the Bank of
Canada exchange rate as of January 25, 2019 (and further assuming
that no additional ordinary shares are issued between the date of
this document and admission of the Subscription Shares), following
completion of the Subscription, CEIII's interest in the Company's
share capital will be 36.94 per cent and the CE Entities will own,
in the aggregate, 67.15 per cent of the Company's share capital.
Aether and LOAME will own 9.46 per cent and 14.12 per cent of the
Company's share capital, respectively.
This announcement has been posted on the Company's website at
www.ramblermines.com and will be posted under the Company's SEDAR
profile at www.sedar.com.
ABOUT RAMBLER METALS AND MINING
Rambler is a mining and development company that in November
2012 brought its first mine into commercial production. Rambler has
a 100 per cent ownership in the Ming Copper-Gold Mine, a fully
operational base and precious metals processing facility and year
round bulk storage and shipping facility; all located on the Baie
Verte peninsula, Newfoundland and Labrador, Canada.
Following the completion of its recent productivity improvement
initiative Rambler's focus is on sustaining mine and mill
production at 1,250 metric tonnes per day. With a return to
profitability and positive cash flow, Rambler will continue
advancing Phase III engineering studies with a view to further
increase production to 2,000 mtpd at the Ming Mine.
Along with the Ming Mine, Rambler also owns 100 per cent of the
former producing Little Deer/ Whales Back copper mines and has
strategic investment in the former producing Hammerdown gold
mine.
Rambler is currently listed in London under AIM:RMM.
For further information, please contact:
Norman Williams, CPA, Peter Mercer. P. Geo
CA Vice President, Corporate
President and CEO Secretary
Rambler Metals & Mining Rambler Metals & Mining Plc
Plc Tel No: +44 (0) 20 8652-2700
Tel No: 709-800-1929 Fax No: +44 (0) 20 8652-2719
Fax No: 709-800-1921
Nominated Advisor (NOMAD)
David Porter
Cantor Fitzgerald Europe
Tel No: +44 (0) 20 7894
7000
Website: www.ramblermines.com
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 (MAR). Upon the
publication of this announcement via Regulatory Information Service
(RIS), this inside information is now considered to be in the
public domain.
Caution Regarding Forward Looking Statements:
Certain information included in this press release constitutes
"forward-looking statements". Such forward-looking statements
include, without limitation, statements regarding the Company's
expected use of the funds made available under the Subscription,
statements and information relating to future financial or
operation performance and other statements that express the
expectations of management or estimates of future performance.
Where the Company expresses or implies an expectation or belief as
to future events or results, such expectation or belief are based
on assumptions made in good faith and believed to have a reasonable
basis. Such assumptions include, without limitation, the price of
and anticipated costs of recovery of, copper concentrate, gold and
silver, the presence of and continuity of such minerals at modeled
grades and values, the capacities of various machinery and
equipment, the availability of personnel, machinery and equipment
at estimated prices, mineral recovery rates, the availability of
capital, and others. However, forward-looking statements are
subject to risks, uncertainties and other factors, which could
cause actual results to differ materially from future results
expressed, projected or implied by such forward-looking statements.
Such risks include, but are not limited to, interpretation and
implications of drilling and geophysical results; estimates
regarding timing of future capital expenditures and costs towards
profitable commercial operations. Other factors that could cause
actual results, developments or events to differ materially from
those anticipated include, among others, increases/decreases in
production; volatility in metals prices and demand; currency
fluctuations; cash operating margins; cash operating cost per pound
sold; costs per tonne of ore; variances in ore grade or recovery
rates from those assumed in mining plans; mineral reserves and/or
resources; operational risks inherent in mining or development
activities and legislative factors relating to prices, taxes,
royalties, land use, title and permits, importing and exporting of
minerals and environmental protection and the availability to the
Company of financing and credit alternatives and access to capital
. Accordingly, undue reliance should not be placed on
forward-looking statements and the forward-looking statements
contained in this press release are expressly qualified in their
entirety by this cautionary statement. The forward-looking
statements contained herein are made as at the date hereof and the
Company does not undertake any obligation to update publicly or
revise any such forward-looking statements or any forward-looking
statements contained in any other documents whether as a result of
new information, future events or otherwise, except as required
under applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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