RMM.L Regulatory News (RMM)

2 December 2021

Closing of Debt and Equity Financing

London, England, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company"), a copper and gold producer, explorer and developer, today announces that, further to its announcement of 29 October 2021 regarding the completion of a three year senior secured debt financing in the amount of US$22 million (the "Loan Note"), the Company and NewGen Resource Lending Inc. ("NewGen") have mutually agreed to amend the third tranche of the Loan Note from US$7.8 million to a higher total of $8.0 million comprising US$3.0 million debt plus US$5.0 million in equity.

The Company closed the revised third tranche after market close on 1 December 2021 and the total Loan Note has now decreased from US$22.0 million to US$17.3 million.

The equity financing of US$5.0 million will be completed in two tranches through the issuance of a total of 10,716,964 ordinary shares of 1 pence each in the capital of the Company ("Shares") at a price of 35 pence per share, being a 4.5% premium to the closing mid-market price on 1 December 2021, to two Canadian institutions with over US$1 billion assets under management, respectively. The first tranche in the amount of US$3.7 million for 7,898,500 Shares ("Tranche 1 Shares") has been issued after market close on 1 December 2021. The second tranche will be for 2,818,464 Shares ("Tranche 2 Shares") and will be subject to shareholder approval at an upcoming general meeting ("GM") expected to be held in December 2021 with a circular convening the GM to be published in due course.

The Company will also issue 535,848 agent warrants over ordinary shares in the Company in connection with the equity financing. The number of warrants represent 5% of the total number of shares issued in the equity financing. The exercise price of the warrants is 35 pence and the warrants expire in 4 years from the date of issue.

The number of warrants attached to the Loan Note, as previously announced on 29 October 2021, was 5,400,000 and has been reduced to 4,234,091 to reflect the lower debt provided. The gold equivalent payment has been reduced from 300 ounces to 235.22 ounces.

Application to Trading on AIM and Total Voting Rights

Application will be made for the 7,898,500 Tranche 1 Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence on or around 8 December 2021.

Following the issue of the Tranche 1 Shares, the issued share capital of the Company will consist of 141,847,339 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 141,847,339.

The above total current voting rights number is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

An application for Admission of the Tranche 2 Shares will be made in due course with such shares expected to admit following the Company's GM, further details of which will be announced in due course.

Market Abuse Regulation (MAR) Disclosure

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') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.

ABOUT RAMBLER METALS AND MINING

Rambler is a mining and development Company that in November 2012 brought its first mine into commercial production. The group has a 100% 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 focus is to regain its production profile at 1,350 metric tonnes per day at 2% copper in the course of 2021 and evaluate expansion opportunities from that base.

Along with the Ming Mine, Rambler also owns 100% of the former producing Little Deer and Whales Back copper mines.

Rambler is listed in London under AIM:RMM.

For further information, please contact:

Website: www.ramblermines.com