RMM.L Regulatory News (RMM)

14 May 2020

Rambler Reports Posting of Annual Report, Accounts and Notice of AGM

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, is pleased to announce that the annual report and accounts for the year ending 31 December 2019, including the Notice of Annual General Meeting ("AGM") and Forms of Proxy, will be posted to shareholders today and are available on the website at http://www.ramblermines.com.

The AGM will be held at the offices of SP Angel Corporate Finance LLP, Prince Frederick House, 35-39 Maddox Street, London, W1S 2PP at 11:00 a.m. UK time on 5 June 2020 however due to the ongoing COVID-19 pandemic and relevant 'Stay at Home' measures recommended by the UK government, the Board would like to confirm that the AGM will be held as a closed meeting.

The AGM this year will be convened with the minimum necessary quorum of two Shareholders. This will be facilitated by the Company, and social distancing measures will be in place. Other Shareholders should not attend the AGM in person and any Shareholders that seek to attend will unfortunately not be admitted. 

In view of the restrictions on attendance, and as stated in the notice of AGM, the Company will provide joining details for the AGM allowing Shareholders to follow the business of the meeting virtually. The Board recommends all Shareholders that wish to do so, to please email zoom@ramblermines.com for joining details. Although Shareholders will be able to see and hear proceedings of the meeting, this will not constitute formal attendance at the meeting and Shareholders will not be able to speak or vote during the meeting.

Shareholders wishing to raise any questions relating to the business of the AGM are encouraged to do so by submitting them to zoom@ramblermines.com by no later than 29 May 2020. The Company will publish responses to questions raised on the Company's website as soon as practicable after the AGM.

The Board encourages all Shareholders to participate in the business of the AGM by exercising their vote by appointing the Chairman of the meeting as their proxy and providing voting instructions in advance of the AGM, in accordance with the instructions explained in the notice of AGM.

Shareholders can submit proxy forms or appoint a proxy with voting instructions using the shareholder portal at www.investorcentre.co.uk/eproxy

Please note that the deadline for submitting proxy voting instructions is 11:00 a.m. on 3 June 2020.

The voting results for each of the resolutions put forward at the AGM will be announced via RNS as soon as possible after the conclusion of the AGM and on the Company's website.

The Company will keep the AGM arrangements under review and it may be necessary to make changes in the arrangements on short notice and the Company will announce any further updates as appropriate.

Special Business

At the AGM, shareholders will be asked to pass an ordinary resolution granting an authority ("Consolidation Authority") to the Board to consolidate the Company's ordinary share capital (the "Consolidation") on the basis of every twenty-five ordinary shares of £0.01 each in the capital of the Company for one consolidated ordinary share of £0.25 in the capital of the Company (each a "Consolidated Share"). The Consolidation is subject to the admission of the Consolidated Shares to trading on AIM becoming effective.

If the Consolidation Authority is approved, no further action on the part of the shareholders will be required in order for the Board to implement the Consolidation. If the Board does not implement the Consolidation prior to the earlier of (i) the conclusion of the next annual general meeting of the Company, or (ii) the close of business on June 30, 2021, the Consolidation Authority shall lapse and be of no further force or effect.

The Board believes it is in the best interests of the Company to effect the Consolidation as it is anticipated to make investing in the Company's ordinary shares more attractive to a broader range of institutional and professional investors and other members of the investing public.

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 over 1,350 metric tonnes per day at 2% Copper at the Ming Mine with a view to increasing this to 1,500 metric tonne per day by the end of 2020. With a return to profitability and positive cash flow, Rambler will continue advancing engineering studies and capital asset additions to further increase production. 

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

Rambler is listed in London under AIM:RMM.

For further information, please contact:

Website: www.ramblermines.com 

Caution Regarding Forward Looking Statements:

Certain information included in this press release, including information relating to future financial or operating performance and other statements that express the expectations of management or estimates of future performance constitute "forward-looking statements". Such forward-looking statements include, without limitation, statements regarding copper, gold and silver forecasts, the financial strength of the Company, estimates regarding timing of future development and statements concerning possible expansion opportunities for the Company. 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, 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 ton of ore; variances in ore grade or recovery rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate acquired assets; 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. 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 security law.