Rambler Metals & Mining PLC

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Circular and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) (FSMA) if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. Your attention is also drawn to the section headed Risk Factors in Part II of this document. If you have sold or otherwise transferred all of your Existing Ordinary Shares in Rambler Metals & Mining PLC (the Company or Rambler) before the date that the Existing Ordinary Shares are marked ex-entitlement to the Open Offer by the London Stock Exchange, please immediately forward this Circular, together (where relevant) with the accompanying Application Form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Existing Ordinary Shares, please contact immediately your stockbroker, bank or other agent through whom the sale or transfer was effected. However, this Circular and any accompanying documents should not be sent or transmitted in or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, the United States, Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa. This Circular is not a prospectus for the purposes of the Prospectus Rules and has not been prepared in accordance with the Prospectus Rules. Accordingly, this Circular has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom (FCA), pursuant to sections 85 and 87 of FSMA, the London Stock Exchange or any other authority or regulatory body. Rambler Metals & Mining PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Open Offer of up to 121,582,721 new Ordinary Shares at 1.4 pence per Ordinary Share You should read the whole of this Circular. Your attention is drawn in particular to the letter from the Chairman of Rambler Metals & Mining PLC which is set out in Part I of this Circular. In addition, your attention is drawn to Part II of this Circular entitled "Risk Factors" which contains a discussion of certain factors that should be considered by Shareholders when considering whether or not to make an investment in the Company. The Existing Ordinary Shares are admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. An application will be made to the London Stock Exchange for the Open Offer Shares to be issued pursuant to the Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Open Offer Shares to be issued pursuant to the Open Offer will commence at 8.00 am on 16 April The distribution of this Circular and/or the accompanying documents, and/or the transfer of Open Offer Entitlements through CREST, in jurisdictions other than the UK, including the United States, Canada, Japan, Australia, the Republic of Ireland and the Republic of South Africa, may be restricted by law and therefore persons into whose possession this Circular comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Open Offer Shares or the Open Offer Entitlements has been or will be registered under the securities laws of any jurisdiction other than the United Kingdom. The Open Offer Shares and the Open Offer Entitlements may not be offered, sold, taken up, delivered or transferred in or into any jurisdiction other than the United Kingdom and Application Forms are not being posted to and no Open Offer Entitlements will be credited to a stock account of any person in any territory other than the United Kingdom. The attention of Overseas Shareholders is drawn to the section entitled "Overseas Shareholders" at paragraph 6 of Part IV of this Circular. The latest time and date for acceptance and payment in full under the Open Offer is on 12 April The procedure for acceptance and payment is set out in Part IV of this Circular and, where relevant, in the Application Form. Qualifying non-crest Shareholders will find an Application Form accompanying this Circular. Qualifying CREST Shareholders (none of whom will receive an Application Form) will receive a credit to their stock accounts in CREST in respect of the Open Offer Entitlements which will be enabled for settlement on 29 March Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares were marked "ex entitlement" by the London Stock Exchange. If the Open Offer Entitlements are for any reason not enabled by 5.00 pm on 29 March 2019 or such later time as the Company may decide, an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this Circular and the Open Offer. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. 1

2 TABLE OF CONTENTS DIRECTORS AND ADVISERS... 1 OPEN OFFER STATISTICS... 2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS... 3 DEFINITIONS... 5 PART I LETTER FROM THE CHAIRMAN... 9 PART II RISK FACTORS PART III SOME QUESTIONS AND ANSWERS ABOUT THE OPEN OFFER PART IV TERMS AND CONDITIONS OF THE OPEN OFFER PART V ADDITIONAL INFORMATION

3 DIRECTORS AND ADVISERS Current Directors Registered Office Vice President and Company Secretary Nominated Adviser Legal advisers to the Company (as to English law) Registrars Company website Terrell Iver Ackerman (Non-Executive Director) Cong (Eason) Chen (Non-Executive Director) Glenn Poulter (Non-Executive Director) Belinda Elaine Labatte (Non-Executive Director) Bradford Alan Mills (Non-Executive Director) Mark Vandyke Sander (Non-Executive Director) Norman Patrick Williams (President and Chief Executive Officer) Salatin House 19 Cedar Road Sutton Surrey SM2 5DA Peter Mercer Cantor Fitzgerald Europe One Churchill Place Canary Wharf London E14 5RB Norton Rose Fulbright LLP 3 More London Riverside London SE1 2AQ Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE 1

4 OPEN OFFER STATISTICS Issue Price for each Open Offer Share Basis of Open Offer to Qualifying Shareholders 1.4 pence 1 Open Offer Share for each Existing Ordinary Share held by them Number of Existing Ordinary Shares in issue as at the date of this Circular* 1,258,921,599 Maximum number of Open Offer Shares to be issued pursuant to the Open Offer** Maximum Enlarged Share Capital immediately following completion of the Open Offer** 121,582,721 1,380,504,320 Maximum Open Offer Shares as a percentage of the Enlarged Share Capital** 8.8% Maximum net proceeds of the Open Offer Maximum Post Conversion Enlarged Share Capital immediately following Admission and assuming exercise of the Loan Notes*** Maximum Open Offer Shares as a percentage of the Post Conversion Enlarged Share Capital*** ISIN Ordinary Shares ISIN Open Offer Entitlements million 1,434,148, % GB00B06Y3F14 GB00BJXFHN60 * This includes the new Ordinary Shares which were issued pursuant to the Subscription on 1 March 2019 ** Assuming full take-up under the Open Offer and that, save for the Subscription Shares and the Open Offer Shares, no additional Ordinary Shares are issued between the date of this document and Admission. *** Assuming full take-up of entitlements under the Open Offer and full conversion of the Loan Notes at the conversion price set out in the loan note instrument executed by the Company on 26 November 2018 and using the Bank of Canada exchange rate as of 22 March 2019, and that, save for the Subscription Shares and the Open Offer Shares, no additional Ordinary Shares are issued between the date of this document and Admission. 2

5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Record Date for entitlement under the Open Offer Close of business on 25 March 2019 Posting of this Circular and, to Qualifying non-crest Shareholders only, the Application Forms Ex-entitlement date and time Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST Latest time for depositing Open Offer Entitlements into CREST Latest time and date for splitting Application Forms (to satisfy bona fide market claims) Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) Expected date of announcement of results of the Open Offer Admission effective and dealings in the Open Offer Shares expected to commence on AIM Expected date for crediting of Open Offer Shares in uncertificated form to CREST stock accounts Expected date of despatch of share certificates in respect of Open Offer Shares in certificated form 28 March 8.00 am on 28 March As soon as practicable on 29 March 4.30 pm on 8 April 3.00pm on 9 April 3.00pm on 10 April 11.00am on 12 April 15 April 8.00 am on 16 April 16 April 23 April Notes: 1 If you have any questions on the procedure for acceptance and payment, you should contact Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, telephone: from the UK or +44 (03) from overseas. Please note that Computershare Investor Services PLC cannot provide financial advice on the merits of the Open Offer or as to whether or not you should take up your entitlement. 2 The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this Circular may be adjusted by Rambler Metals & Mining PLC in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders. 3 All references to time in this Circular are to time in London, UK. 3

6 FORWARD-LOOKING STATEMENTS Certain information included in this document, including information relating to future financial or operating performance and other statements that express the expectations of the Directors 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 production, statements concerning the optimisation of the mining and mill infrastructure, the reduction of operating costs, potential increases in resources and reserves, 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 is 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 modelled 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 document 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 or regulations. 4

7 DEFINITIONS The following definitions apply throughout this Circular unless the context otherwise requires: Act Admission Aether AIM AIM Rules Applicant Application Form Articles Board Business Day CCSS CEII CEIII CEIII GP certificated or certificated form Company or Rambler means the Companies Act 2006 (as amended) means the admission to trading on AIM of the Open Offer Shares to be issued pursuant to the Open Offer taking place in accordance with the AIM Rules means Aether Real Assets Co-Investment I, L.P. means the market of that name operated by the London Stock Exchange means the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange means a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer means the application form which accompanies this Circular for Qualifying non-crest Shareholders for use in connection with the Open Offer means the existing articles of association of the Company as at the date of this Circular means the board of directors of the Company from time to time means any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading means the CREST courier and sorting service, established by Euroclear UK & Ireland to facilitate, inter alia, the deposit and withdrawal of certificated securities CE Mining Fund II L.P., a Cayman Islands exempted limited partnership with its registered office at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands CE Mining III Rambler Limited, a wholly-owned subsidiary of CE Mining Fund III L.P., a Cayman Islands exempted limited partnership whose general partner CEIII GP is under common ownership with the general partner of CE Mining II L.P. CE Mining GP III Limited, an exempted company registered in the Cayman Islands with its registered office at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands means not in uncertificated form Rambler Metals & Mining PLC 5

8 CREST CREST member CREST participant CREST payment means the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations means a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations) means a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) shall have the meaning given in the CREST Manual issued by Euroclear UK & Ireland CREST Regulations means the Uncertified Securities Regulations 2001, as amended CREST sponsor CREST sponsored member Directors enabled for settlement Enlarged Share Capital Euroclear UK & Ireland or Euroclear Excluded Territory Existing Ordinary Shares FCA FSMA Group ISIN Issue Price LFZ means a CREST participant admitted to CREST as a CREST sponsor means a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members) means the directors of the Company at the date of this Circular whose names are set out on page 1 of this Circular means in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by Euroclear UK & Ireland) means the issued ordinary share capital of the Company immediately following Admission assuming that, save for the Subscription Shares and the Open Offer Shares, no additional Ordinary Shares are issued between the date of this document and Admission means Euroclear UK & Ireland Limited, the operator of CREST means any territory, country or jurisdiction other than the United Kingdom means the existing issued Ordinary Shares as at the date of this Circular means the Financial Conduct Authority of the United Kingdom means the Financial Services and Markets Act 2000 (as amended) the Company together with the Subsidiaries means International Securities Identification Number means 1.4 pence per Open Offer Share Lower footwall zone of the Ming Mine 6

9 Loan Notes Lombard Odier London Stock Exchange Member Account ID Ming Mine mtpd Official List Open Offer means the secured convertible loan notes constituted by the Loan Note Instrument issued by the Company to CEIII on 26 November 2018 means 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 agent of Lombard Odier Asset Management (USA) Corp acting in its capacity as discretionary investment manager for and on behalf of certain funds and accounts managed by it means London Stock Exchange plc means the identification code or number attached to any member account in CREST the Ming copper-gold mine, located approximately 17 kilometres by road east of the town of Baie Verte on the north coast of Newfoundland, geographic coordinates N latitude and W longitude. The site is approximately 360 kilometres by air northwest of St. John s, and 165 kilometres by road northeast of Deer Lake metric tonnes of ore per day means the Official List of the UK Listing Authority means the invitation to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price on the terms of and subject to the conditions set out or referred to in Part IV of this Circular and, where relevant, in the Application Form Open Offer Entitlement means the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 1 Open Offer Share for each Existing Ordinary Share held by them on the Record Date pursuant to the Open Offer Open Offer Shares Ordinary Shares Overseas Shareholders Participant ID Post Conversion Enlarged Share Capital means the 121,582,721 new Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer means ordinary shares of 1p each in the capital of the Company means Shareholders who are resident in, or who are citizens of, or who have registered addresses in an Excluded Territory means the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant means the issued ordinary share capital of the Company immediately following Admission assuming full conversion of the Loan Notes at the conversion price set out in the loan note instrument executed by the Company on 26 November 2018 and using the Bank of Canada exchange rate as of 22 March 2019, and that, save for the Subscription Shares and the Open Offer Shares, no additional Ordinary Shares are issued between the date of this document and Admission 7

10 Prospectus Rules Qualifying CREST Shareholders Qualifying non-crest Shareholders Qualifying Shareholders means the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in uncertificated form means Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in certificated form means holders of Existing Ordinary Shares on the Company s register of members at the Record Date, other than CEII, CEIII, Aether, Lombard Odier and Overseas Shareholders Record Date means close of business on 25 March 2019 Registrar, Receiving Agent or Computershare Shareholders stock account Subscribers Subscription Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS13 8AE means holders of Existing Ordinary Shares means an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited means CEIII, Aether and Lombard Odier the subscription for Subscription Shares by the Subscribers pursuant to the Subscription Agreement Subscription Agreement the conditional subscription agreement dated 28 January 2019 entered into between the Subscribers and the Company in connection with the Subscription Subscription Price 1.4 pence per Subscription Share Subscription Shares 599,781,897 Ordinary Shares issued pursuant to the Subscription Subsidiaries uncertificated or uncertificated form UK Listing Authority United Kingdom or UK means Rambler Mines Limited, Rambler Metals and Mining Canada Limited and Ontario Inc. means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST means the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA means the United Kingdom of Great Britain and Northern Ireland or Pounds means UK pounds sterling, being the lawful currency of the United Kingdom VWAP daily volume weighted average price 8

11 PART I LETTER FROM THE CHAIRMAN RAMBLER METALS & MINING PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Directors: Terrell Iver Ackerman (Non-Executive Director) Cong (Eason) Chen (Non-Executive Director) Glenn Poulter (Non-Executive Director) Belinda Elaine Labatte (Non-Executive Director) Bradford Alan Mills (Non-Executive Director) Mark Vandyke Sander (Non-Executive Director) Norman Patrick Williams (President and Chief Executive Officer) Registered Office: Salatin House, 19 Cedar Road, Sutton, Surrey SM2 5DA Dear Shareholder 28 March 2019 Open Offer of up to 121,582,721 new Ordinary Shares at 1.4 pence per Ordinary Share 1 Introduction On 29 January 2019, the Company announced that it intended to raise gross proceeds of up to approximately 10 million comprising a Subscription of US$11 million (being 8,396, at the agreed exchange rate of 1:US$1.31) with CEIII, Aether and Lombard Odier, all existing shareholders of the Company, and an Open Offer of up to million. The Directors gave consideration as to the best way to structure the proposed equity fundraising, taking into account market conditions, the composition of the Company s shareholder register and the Board s desire to give shareholders the opportunity to limit dilution where practicable. The Directors concluded that the structure of the fundraising by way of the Subscription and Open Offer was the most suitable option available to the Company and its Shareholders as a whole. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by acquiring Open Offer Shares pro rata to their current holdings of Existing Ordinary Shares. The Subscription completed on 1 March 2019 and the Company has issued 599,781,897 new Ordinary Shares to CEIII, Aether and Lombard Odier at a subscription price of 1.4p per Ordinary Share. The Subscription Price represented a discount of approximately 35 per cent 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 per cent to the seven day VWAP prior to such date. Under the Open Offer the Company will issue up to 121,582,721 Open Offer Shares to Qualifying Shareholders at an issue price of 1.4p per Open Offer Share, being the same price as the Subscription Price. The Issue Price represents a discount of approximately 13.9 per cent to the closing price per Ordinary Share as at 25 March 2019, the last practicable date prior to the date of this Circular, and a discount of 15.0 per cent to the seven day VWAP prior to such date. Qualifying Shareholders may subscribe for Open Offer Shares on the basis of 1 Open Offer Share for each Existing Ordinary Share held by them on the Record Date. Qualifying 9

12 Shareholders will not be entitled to make applications in excess of their pro rata initial entitlement. The issue of the Open Offer Shares will raise further gross proceeds of up to million for the Company. It is expected that the Open Offer Shares will be admitted to trading on AIM, and that dealings in those shares will become effective at 8.00 a.m. on 16 April The ordinary share capital of the Company as at the date of this Circular, and following the issue of the new Ordinary Shares pursuant to the Subscription, is 1,258,921,599 Ordinary Shares. Following the issue of the Open Offer Shares, the Enlarged Share Capital of the Company will be up to 1,380,504,320 Ordinary Shares and the Post Conversion Enlarged Share Capital of the Company will be up to 1,434,148,320 Ordinary Shares. 2 Information on Rambler Metals & Mining PLC The Company is a junior mining company that has 100% ownership of the Ming Mine in Baie Verte, Newfoundland and Labrador, Canada. Its principal activity is the development, mining and exploration of the Ming Mine with a longer term goal of continued exploration and development of other properties in its portfolio, all located in Canada. Rambler was formed in 2004 and listed on AIM in Use of proceeds The Company will use the net proceeds of the Open Offer for working capital purposes and to fund matters approved by the Board following completion of the Subscription. 4 Current Trading and Outlook On 21 November 2018, the Company announced its unaudited financial results and operational highlights for the quarter ended 30 September 2018, which included the following information: Production of 4,478 tonnes of copper concentrate, representing a 23% increase over Q2/18 resulting from higher copper head grade during the quarter. Dry tonnes milled of 93,128 tonnes, a 2% decrease over Q2/18 and a 17% increase over Q3/17. o 1,266 tonnes of saleable copper (a 29% increase over Q2/18 and a 26% increase over Q3/17). o 1,020 ounces of saleable gold (a 15% decrease over Q2/18 and a 10% increase over Q3/17). Head grades of copper averaged 1.46% for the quarter (a 30% increase over Q2/18 and 5% increase over Q3/17); gold averaged 0.54 g/t (15% decrease over Q2/18 and 19% decrease over Q3/17). In relation to the Company s outlook, the 21 November 2018 results announcement highlighted the following objectives: Continue building on the momentum gained from the productivity improvement initiative embedded at the operation during the third quarter delivering a sustained production of 1,250 dry meter tonnes per day with average copper and gold grades between % copper and 0.5 to 0.7 g/t gold before the end of year. As the Company continues to develop deeper into the LFZ, over the projected 20 year mine life, diamond drill results show that grades and mineralized thickness continue to strengthen at depth. As the Company works through its 2019 mine plan it expects to deliver increased grades from the Ming Mine next year. 10

13 Further evaluate the potential of a Phase III operation with increase in mine production and mill throughput to about 2,000 mtpd. Continue with the underground exploration program to allow for further exploration of the mineralized trends both up-dip and down-dip with the goal to increase near-mine mine resources and reserves to support expanded production. Continue with the surface exploration diamond drilling program aimed to double the current plunge length of the known massive sulphide and LFZ mineralization to support longer life at a higher production rate. See Forward-Looking Statements. 5 Details of the Open Offer 5.1 Principal terms of the Open Offer Subject to the fulfilment of the conditions set out below and in Part IV of this Circular, Qualifying Shareholders are being given the opportunity to subscribe for the Open Offer Shares at a price of 1.4 pence per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of: 1 Open Offer Share for every 1 Existing Ordinary Share Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise gross proceeds of approximately million for the Company. Qualifying Shareholders will not be entitled to make applications in excess of their pro rata initial entitlement. None of CEII, CEIII, Lombard Odier or Overseas Shareholders are Qualifying Shareholders and they are therefore not entitled to participate in the Open Offer. Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements. 5.2 Application for Open Offer Entitlements Application will be made for the Open Offer Entitlements in respect of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST as soon as practicable on 29 March Such Open Offer Entitlements will also be enabled for settlement in CREST as soon as practicable on 29 March Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-crest Shareholders will have received an Application Form with this Circular which sets out their entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them. Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying non-crest Shareholders should note that the Application Form is not a 11

14 negotiable document and cannot be traded. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued. Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part IV of this Circular. For Qualifying non-crest Shareholders, completed Application Forms, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY at so as to arrive as soon as possible and in any event so as to be received no later than am on 12 April For Qualifying CREST Shareholders the relevant CREST instructions must have been settled as explained in this Circular by no later than am on 12 April Other information relating to the Open Offer The Open Offer is conditional upon admission of the Open Offer Shares becoming effective by not later than 23 April Accordingly, if this condition is not satisfied or waived, the Open Offer will not proceed. The Open Offer will result in the issue of in total of up to 121,582,721 Open Offer Shares (representing, in aggregate, approximately 8.8 per cent of the Enlarged Share Capital and approximately 8.5 per cent of the Post Conversion Enlarged Share Capital). The Open Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Open Offer Shares. No temporary documents of title will be issued. Qualifying Shareholders who do not take up any of their entitlements in respect of the Open Offer will experience a dilution of approximately 8.8 per cent to their interests in the Company because of the Open Offer (assuming full take up under the Open Offer). Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 16 April 2019 and that dealings for normal settlement in the Open Offer Shares will commence at 8.00 am on 16 April Action to be taken 6.1 Qualifying non-crest Shareholders If you are a Qualifying non-crest Shareholder you will have received an Application Form which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer, you should complete the accompanying Application Form in accordance with the procedure for application set out in paragraph 4.1 of Part IV of this Circular and on the Application Form itself. 6.2 Qualifying CREST Shareholders If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies this Circular and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer except if you are an Overseas Shareholder. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this Circular and the Open Offer. 12

15 6.3 Cut-off for submission of applications. The latest time for applications under the Open Offer to be received is am on 12 April The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part IV of this Circular. 7 Overseas Shareholders Overseas Shareholders will not be entitled to participate in the Open Offer. Information for Overseas Shareholders appears in paragraph 6 of Part IV of this Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of this Circular. 8 Additional Information Your attention is drawn to the additional information set out in Parts II to V (inclusive) of this Circular. Yours sincerely Bradford Alan Mills Non-Executive Director Rambler Metals and Mining plc Registered office: Salatin House, 19 Cedar Road, Sutton, Surrey SM2 5DA 13

16 PART II RISK FACTORS Investing in the Group involves a degree of risk. You should carefully consider the risks and the other information contained in this Circular before you decide to invest. You should note that the risks described below are not the only risks faced by the Group. There may be additional risks that the Directors currently consider not to be material or of which they are not presently aware. The business and financial condition of the Group could be adversely affected if any of the following risks were to occur and as a result the trading price of the Ordinary Shares could decline and investors could lose part or all of their investment. The Directors consider the following risks to be material for potential investors, but the risks listed below do not necessarily comprise all those associated with an investment in the Company and are not set out in order of priority. Additional risks and uncertainties currently unknown to the Company (such as changes in legal, regulatory or tax requirements), or which the Company currently believes are immaterial, may also have a materially adverse effect on the Group's financial condition or prospects or the trading price of Ordinary Shares. General risks The Existing Ordinary Shares are traded on AIM rather than the main market of the London Stock Exchange. An investment in shares traded on AIM may carry a higher risk than an investment in shares listed on the Official List of the UK Listing Authority and traded on the main market of the London Stock Exchange. An investment in the Group is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result. A prospective investor should consider with care whether an investment in the Group is suitable for him in the light of his personal circumstances and the financial resources available to him. Investment in the Group should not be regarded as short-term in nature. There can be no guarantee that the investment objectives of the Group will be achieved. Investors may not get back the full amount initially invested, especially as the market in Open Offer Shares on AIM may have limited liquidity. The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future. Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect equity investments and the Group's prospects. Risks relating to the Group and its business Mining Risks Mining operations generally involve a high degree of risk. The Company s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of copper, gold and silver including unusual and unexpected ground conditions or geologic formations, seismic activity, pit wall failures, cave-ins, flooding, inclement weather or other conditions involved in the drilling and removal of any material. In addition, production may be adversely impacted by operational problems such as a failure of equipment, or industrial accidents, as well as other potential issues such as actual ore mined varying from estimates of grade or tonnage, dilution, block model performance and metallurgical or other characteristics, interruptions in or shortages of electrical power or water, shortages of required inputs, 14

17 labour shortages or strikes, claims or disagreements with local communities, restrictions or regulations imposed by government agencies or changes in the regulatory environment. The Company s operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. In addition, short-term operating factors, such as the need for orderly development of the orebodies or the processing of new or different ore grades, may cause a mining operation to be unprofitable in any particular accounting period. Any of the above hazards and risks could result in damage to life or property, reduced production, damage to, or destruction of, mines and other producing facilities, environmental damage and possible legal liability. The occurrence of one or more of these events may result in the death of, or personal injury to, employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, suspension, curtailment or termination of operations, environmental damage and potential legal liabilities, any of which may materially adversely affect the Company s business, operations, results of operations, financial condition and future prospects. Commodity Price Volatility The Company's revenues and profitability are dependent on the future prices of minerals and metals. The prices of copper, gold and silver are subject to volatile price movements, which can be material and occur over short periods of time and which are affected by numerous factors, all of which are beyond the Company s control. Such factors include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of gold, silver and copper production, and political and economic conditions. Such external factors are in turn influenced by changes in international investment patterns, monetary systems, the strength of and confidence in the US dollar (the currency of which the prices of gold, silver and copper are generally quoted), and political developments. The effect of these factors on the prices of gold, silver and copper, and therefore the economic viability of the Company s projects, cannot be accurately determined. Currency Exchange Risk The Company is subject to fluctuation in the rates of currency exchange between the US dollar and the Canadian dollar. Gold, copper and silver are sold based on the US dollar price but a significant portion of the Company s operating expenses are incurred in Canadian dollars and, to a lesser extent, in Pounds. Appreciation of the Canadian dollar and Pounds against the US dollar would increase the costs of the Company s production, making such production less profitable. These fluctuations could have a material and adverse impact on the Company s business, operations, results of operations, financial condition and future prospects. Additional Requirement for Capital The Company s mining, processing, development and exploration activities and/or unforeseen events or circumstances may require additional external financing. There is no assurance that additional capital or other types of financing will be available to the Company when needed or that, if available, the terms of such financing will be acceptable to the Company. The Company may raise additional capital by offering equity securities or securities convertible into equity securities which may involve substantial dilution to existing shareholders. Any sales in the public market, or the availability for sale, of any of such Ordinary Shares could adversely affect prevailing market prices of the Ordinary Shares. A decline in the market price of Ordinary Shares could impair the Company s ability to raise additional capital through the sale of Ordinary Shares or securities convertible into Ordinary Shares should the Company desire to do so. Failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, development, construction or production activities. The cost and terms of such financing may 15

18 significantly reduce the expected benefits from new developments or render such developments uneconomic. Production Estimates Forecasts of future production are estimates based on interpretation and assumptions, and actual production may be less than estimated. The Company s ability to achieve estimated production is subject to a number of risks and uncertainties inherent in the mining industry and is dependent on, among other things, the accuracy of mineral reserve and mineral resource estimates; the accuracy of assumptions regarding ore grades, ore to waste ratios, and recovery rates; ground conditions; physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics; the accuracy of estimated mining and processing rates and estimated costs; and the receipt and maintenance of permits. The failure of the Company to achieve its production estimates could have a material adverse impact on the Company s business, operations, results of operations, financial condition and future prospects. Any material change in the quantity of mineralization, grade or ore to waste ratio, ore dilution or the price of ore may affect the economic viability of any property held by the Company. Moreover, shortterm operating factors relating to the mineral reserves, such as the need for the orderly development of orebodies, the processing of new or different ore grades, the technical complexity of orebodies, unusual or unexpected orebody formations, ore dilution or varying metallurgical and other ore characteristics may cause mineral reserves to be reduced or the Company to be unprofitable in any particular accounting period. Environmental Risks Environmental hazards may exist on the Company s properties which are unknown to management at present and which have been caused by previous owners or operators of the properties. In addition, measures taken to address and mitigate known environmental hazards or risks may not be fully successful, and such hazards or risks may materialize. Production at the Company s operations involves the use of various chemicals, including certain chemicals that are designated as hazardous substances. Contamination from hazardous substances may subject the Company to liability for the investigation or remediation of contamination, as well as for claims seeking to recover for personal injury or damage to natural resources. The occurrence of any of these events could have a material adverse impact on the Company s business, operations, results of operations, financial condition and future prospects. The cost of addressing environmental conditions or risks, and the liabilities associated with environmental damage, may be significant, and could have a material adverse impact on the Company s business, operations, results of operations, financial condition and future prospects. Government Regulation The Company s business activities are subject to various federal, provincial and local laws governing prospecting, development, production, environmental protection, taxes, labour standards and occupational health, mine safety, toxic substance and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing the Company s activities or more stringent implementation thereof could have a substantial adverse impact on the Company and may affect both the Company s ability to undertake exploration and development activities in respect of present and future properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate those properties in which it has an interest. 16

19 Risks relating to the Ordinary Shares Investment Risk and AIM The Group cannot assure investors that the Group will always retain a quotation on AIM. If it fails to retain such a quotation, certain investors may decide to sell their shares, which could have an adverse impact on the price of the Ordinary Shares. Additionally, if in the future the Group decides to obtain a quotation on another exchange in addition to AIM, the level of liquidity of the Ordinary Shares traded on AIM could decline. Suitability of Ordinary Shares as an Investment The Ordinary Shares may not be a suitable investment for all people receiving this Circular. Before making any investment, potential investors should consult an appropriately qualified investment adviser, authorised in the UK by the FCA, who specialises in advising on the acquisition of listed securities. The value of the Ordinary Shares and the income received from them can go down as well as up and investors may get back less than their original investment. Risks Relating to Investment in the Group's Ordinary Shares Share prices may fluctuate from time to time for various reasons. As well as being affected by the Group's actual or forecast operating results or other factors specific to the Group and its operations, the market price of the Ordinary Shares may fluctuate significantly as a result of factors beyond the Group's control, including among others: changes in research analysts' recommendations or any failure by the Group to meet the expectations of research analysts; changes in the performance of the mining sector as a whole and of any of the Group's competitors; and fluctuations in share prices and volumes, and general market volatility; and involvement of the Group in any litigation. Share price volatility arising from such factors may adversely affect the value of an investment in the Ordinary Shares. Liquidity in Market for the Ordinary Shares An illiquid market for the Ordinary Shares may result in lower trading prices and increased volatility, which may adversely affect the value of an investment in the Ordinary Shares. Risks Relating to the Open Offer There may be volatility in the price of the Open Offer Shares The Issue Price may not be indicative of the market price for or value of the Open Offer Shares following Admission. As stated above in Risks Relating to Investment in the Group s Ordinary Shares, the market price of the Open Offer Shares could be volatile and subject to significant fluctuations due to a variety of factors. Responsibility of Qualifying Shareholders In addition, to the extent that Qualifying Shareholders do not take up the Open Offer Shares under the Open Offer, their proportionate ownership and voting interest in the Company will be reduced and the percentage that their Existing Ordinary Shares represents of the Enlarged Share Capital will be reduced accordingly. Overseas Shareholders will not be entitled to participate in the Open Offer. Neither the Company nor Computershare undertakes to contact a Qualifying Shareholder concerning, or will attempt to correct, an incomplete or incorrect payment or application. The determination of 17