RMM.L Regulatory News (RMM)

28 February 2023

Rambler Metals and Mining plc Announces Strategic Process Pursuant to a Court-Supervised Restructuring Proceeding

London, England - Baie Verte, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company") announced today that its subsidiary entities Rambler Metals and Mining Canada Limited ("Rambler Canada"), Rambler Mines Limited ("Rambler Mines") and 1948565 Ontario Inc. ("1948") have obtained an initial order (the "Initial Order") from the Supreme Court of Newfoundland and Labrador (the "Court") and commenced proceedings pursuant to the Companies' Creditors Arrangement Act (the "CCAA", or the "CCAA Proceedings"). The Initial Order provides for a stay of proceedings in respect of Rambler Canada, 1948, the Company, and Rambler mines Limited ("Rambler Mines") and authorises the Rambler Canada to continue its business in the normal course during the CCAA Proceedings.

The Company, with the assistance of its professional advisors, has been engaged in discussions with the Company's existing secured lenders regarding Rambler Canada's defaults on payment of amounts owing to such secured lenders (as such defaults have been previously notified in announcements dated 1 November 2022, 10 February 2023 and 20 February 2023).

The Company and its board of directors determined, after consultation with professional advisors and with Rambler Canada, that it was in the best interest of the Company and its subsidiaries, including Rambler Canada, to commence the CCAA Proceedings to allow time and stability to develop and implement a sale and investment solicitation process (the "Strategic Process") supervised by the Court and Grant Thornton Limited, which has been appointed as the monitor (the "Monitor") for Rambler Canada and 1948 in the CCAA Proceedings. The Strategic Process will be conducted by the Monitor under the Court's supervision and has been designed to achieve the highest value available or otherwise best offer for the Company, its subsidiaries, and its stakeholders.

During the course of the CCAA Proceedings, Rambler Canada will restart operations from 28 February 2023 and continue to operate in the ordinary course of business. Rambler Canada has secured a debtor in possession financing ("DIP Loan") of up to US$5 million dollars over the course of the CCAA process through RMM Debt Limited Partnership, by its general partner, RMM General Partner Inc., whose partners include certain holders of NewGen loan notes (the "DIP Lender"), which will be used to fund the CCAA Proceeding, the Strategic Process and provide cash for operations, as needed. Ongoing operations shall be supported primarily from cash from operations with additional cash from the DIP Loan, as required.

"Rambler has been actively reviewing and advancing potential strategic options and alternatives in order to find a value-maximising solution in light of the Company's financial situation," said Toby Bradbury, President and CEO of Rambler Canada. He continued, "We believe that the commencement of CCAA proceedings will provide the Company and its subsidiaries with the time and stability they need to continue to operate our business, while we look to advance the Strategic Process, and ultimately work towards achieving a transaction that is in the best interests of Rambler and all of its stakeholders."

Rambler Canada intends to continue to pay all of its suppliers and employees for goods and services rendered during the CCAA Proceedings. 

A comeback hearing in respect of the relief granted pursuant to the Initial Order has been scheduled for 6 March 2023 (the "Comeback Hearing"). Interested parties wishing to bring a motion at the Comeback Hearing are required to provide notice to the affected parties prior to the Comeback Hearing pursuant to the requirements set forth in the Initial Order. Creditors and other affected stakeholders of Rambler Canada will have an opportunity to challenge the Initial Order, or parts of it, and to seek other relief from the Court as appropriate at the Comeback Hearing.

Stewart McKelvey is acting as legal counsel to the Company and its subsidiaries, including Rambler Canada, in connection with the CCAA Proceedings, and Goodmans LLP is acting as legal counsel to the Board of Directors of Rambler Canada.

Further announcements will be made, as appropriate.

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. 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.

The Company has targeted a production profile to meet current mill capacity of 1,350 metric tonnes per day with a target grade of 2% Cu and is evaluating growth opportunities from that base.  

Along with the Ming Mine, Rambler also owns 100 per cent of the former producing Little Deer Complex.

Caution Regarding Forward Looking Statements:

This press release may include forward-looking statements, which reflects the Company's current expectations regarding future events. Forward-looking statements include, but are not limited to, statements regarding the development and implementation of the Strategic Process and its potential impact and outcomes; the process for developing the Strategic Process and seeking Court approval thereof; the ability to identify and implement any sale or restructuring transaction in connection with the Strategic Process and the CCAA Proceedings; the Company's intended actions during the CCAA Proceedings; and the effect of the CCAA Proceedings. Such statements are based on current expectations of the Company's management and inherently involve numerous risks and uncertainties, known and unknown, and there can be no assurance as to the outcome of the Strategic Process and the CCAA Proceedings. In particular and without limitation, there can be no assurances as to: the ability of the Company to obtain all necessary approvals in order to complete any sale or restructuring transaction identified in connection with the Strategic Process and the CCAA Proceedings; the stay of proceedings having the effect contemplated by the Company in providing it with additional time to pursue the Strategic Process; the ability of the Company to operate in the ordinary course during the CCAA Proceedings, including with respect to satisfying obligations to service providers, suppliers, contractors and employees; the ability of the Company to continue as a going concern; the Company's future liquidity position, and access to capital, to fund ongoing operations and obligations; the ability of the Company to stabilize its business and financial condition; the ability of the Company to implement and successfully achieve its business priorities; the ability of the Company to comply with its contractual obligations, including, without limitation, its obligations under debt arrangements; the ability of the Company to generate sufficient cash flow from operations; the impact of competition; the ability of the Company to obtain and retain qualified staff, equipment and services in a timely and efficient manner (including in light of the Company's restructuring efforts); and the ability of the Company to retain members of the senior management team, including but not limited to, the officers of the Company.

Rambler is listed in London under AIM:RMM.

Media Contact:

Tim Sanford, P. Eng.

VP & Corporate Secretary

Email: tsanford@ramblermines.com

Tel No: +1 (709) 532 5736

For further information, please contact:

Website: www.ramblermines.com