TIDMRMM
RNS Number : 0134U
Rambler Metals & Mining PLC
19 October 2017
19 October 2017
Rambler Enters into Loan Transaction with CE Mining II Rambler
Limited
London, England - Newfoundland and Labrador, Canada - Rambler
Metals and Mining plc (TSXV: RAB, AIM: RMM) (Rambler or the
Company) announces that Rambler Metals and Mining Canada Limited
(RMMC), a wholly-owned subsidiary of the Company has today entered
into a loan agreement with CE Mining II Rambler Limited (CEII)
pursuant to which CEII has made an unsecured loan in the amount of
US$1,000,000 to RMMC (the Loan). The obligations of RMMC under the
Loan are guaranteed by the Company.
The Loan
The principal sum under the unsecured Loan bears interest at a
fixed rate of 9.5% per annum. The Loan is repayable by the payment
to CEII of all net proceeds realized from each fundraising (whether
by way of exercise of outstanding warrants of the Company or the
issuance of equity or debt by the Company) completed by the Company
prior to the Final Repayment Date (as hereafter defined), until
such time as the aggregate Loan amount has been repaid in full
provided that any principal amount of the Loan remaining unpaid,
and all accrued but unpaid interest owing on the Loan, will be
repayable in full on the first business day falling 12 months
following the date of the Loan (the Final Repayment Date). Interest
on the Loan will accrue daily and compound annually. All accrued
but unpaid interest remaining outstanding after the Final Repayment
Date will be capitalised and compounded on a monthly basis and
default interest will be charged at a rate of 5% per annum,
compounded monthly (in addition to the standard loan interest).
In connection with the Loan, the Company will also pay CEII an
arrangement fee of US$15,000 as well as the reasonable legal fees
of CEII's solicitors up to a cap of US$5,000, plus applicable taxes
in each case. These fees and expenses will be deducted from the
amount loaned to the Company.
The proceeds of the Loan will be used by Rambler in support of
short term working capital requirements as it continues its Phase
II expansion towards sustained production at 1,250 metric tonnes
per day (mtpd) for its Canadian operation. In July 2017 the Company
announced a delay in the planned underground development schedule
for the mine. This delay has resulted in a need for this short term
loan facility through CEII.
Norman Williams, President and CEO, commented:
"The operation has made significant advancements over the past
twelve months and we are now nearing sustained production at 1,250
mtpd. The mill itself has completed the necessary modifications to
process at the targeted rate and now only awaits a steady ore feed
from the mine. During the month of September the mine averaged just
under 1,110 mtpd allowing the mill to average 1,045 mtpd during the
second half. As we bridge these final months of our planned Phase
II expansion the loan facility with CEII will help close any
short-term cash flow requirements needed to achieve our production
goal."
Related Party Transaction
CEII is an entity 100 per cent owned by CE Mining GP II Limited
on behalf of CE Mining Fund II L.P., a specialised investment fund
established in 2015 to invest in hard asset mining and mineral
projects and advised by Plinian Capital Limited. As of the most
recent early warning report dated February 7, 2017, CEII
beneficially owns 396,363,636 ordinary shares in Rambler,
representing approximately 72.2% of the issued and outstanding
ordinary shares. Accordingly, the Loan constitutes a "related party
transaction" under Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions (MI 61-101) and
for the purposes of Rule 13 of the AIM Rules for Companies.
In connection with the Loan, Rambler is relying on the
exemptions in Section 5.5(a) and 5.7(1)(a) of MI 61-101 from the
formal valuation and minority shareholder approval requirements,
respectively, on the basis that the fair market value of the Loan
is less than 25% of the market capitalization of the Company
calculated in accordance with MI 61-101.
The terms of the Loan were approved by the disinterested members
of Rambler's board of directors (Norman Williams, Glenn Poulter,
Terrell Ackerman and Eason Chen) (the Uninterested Directors) who
unanimously determined that the Loan was in the best interests of
the Company. The Uninterested Directors, having consulted with the
Company's nominated adviser, Cantor Fitzgerald Europe, consider
that the terms of the Loan are fair and reasonable insofar as the
Company's shareholders are concerned. In reaching this
determination, the Uninterested Directors considered, among other
things, the liquidity the Loan would provide the Company with for
its short term working capital. No special committee was
established in connection with the Loan.
As this material change report is being filed less than 21 days
before the closing of the Loan, there is a requirement under MI
61--101 to explain why the shorter period was reasonable or
necessary in the circumstances. In the view of the Company, such
shorter period was reasonable and necessary in the circumstances to
support the Company's short term working capital requirements as it
continues its Phase II expansion towards sustained production at
1,250 mtpd for its Canadian operation. In July 2017 the Company
announced a delay in the planned underground development schedule
for the mine. This delay has resulted in a need for this short term
loan facility through CEII.
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.
Rambler's ongoing Phase II plans are to increase mine and mill
production to 1,250 mtpd by the fall 2017. This initial expansion
has been fully funded through CEII's investment. Rambler will also
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 dual listed in London under AIM:RMM and in Canada
under TSX-V:RAB.
For further information, please contact:
Norman Williams, Peter Mercer
CPA, CA Vice President, Corporate
President and CEO Secretary
Rambler Metals & Rambler Metals & Mining
Mining Plc Plc
Tel No: 709-800-1929 Tel No: +44 (0) 20
Fax No: 709-800-1921 8652-2700
Fax No: +44 (0) 20
8652-2719
Nominated Advisor Investor Relations
(NOMAD)
David Porter Nicole Marchand Investor
Cantor Fitzgerald Relations
Europe Tel No: 416- 428-3533
Tel No: +44 (0) Nicole@nm-ir.com
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.
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.
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 Loan. 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; the ability of the Company
to repay the Loan 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 company news service from the London Stock Exchange
END
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