FOR THE THREE AND SIX MONTHS ENDED 31 JANUARY 2008

Transcription

1 UNAUDITED CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE AND SIX MONTHS ENDED 31 JANUARY 2008 The accompanying financial information for the three and six months ended 31 January 2008 and 31 January 2007 have not been reviewed or audited by the Group s auditors and has an effective date of 19 March 2008.

2 CONSOLIDATED INCOME STATEMENT Three months ended Six months ended 31/01/08 31/01/07 31/01/08 31/01/07 Administrative expenses 284, , , ,963 Operating loss (284,918) (385,931) (473,367) (479,963) Bank interest receivable 60,638 46, ,364 89,732 Finance lease interest payable (11,798) - (23,371) - 48,840 46, ,993 89,732 Loss before tax (236,078) (339,517) (371,374) (390,231) Taxation Loss after tax (236,078) (339,517) (371,374) (390,231) Basic and diluted loss per ordinary share (0.47)p (0.85)p (0.75)p (0.97)p The accompanying notes are an integral part of these consolidated financial statements

3 CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE Three months ended Six months ended 31/01/08 31/01/07 31/01/08 31/01/07 Foreign exchange differences (102,218) (382,464) 1,074,775 (425,396) Loss for the period (236,078) (339,517) (371,374) (390,231) Total recognised income and expense for the period (338,296) (721,981) 703,401 (815,627) The accompanying notes are an integral part of these consolidated financial statements.

4 CONSOLIDATED BALANCE SHEET 31/01/08 31/10/07 31/07/07 Unaudited Unaudited Audited ASSETS Property, plant and equipment 2,653,679 2,584,248 2,137,086 Deferred exploration costs 9,308,847 7,949,661 5,941,947 Total non-current assets 11,962,526 10,533,909 8,079,033 Other receivables and prepayments 175, , ,534 Cash and cash equivalents 3,307,939 5,161,546 6,590,372 Total current assets 3,483,169 5,368,661 6,793,906 Total assets 15,445,695 15,902,570 14,872,939 EQUITY Issued share capital 497, , ,000 Share premium account 13,366,456 13,366,456 13,356,081 Merger reserve 120, , ,000 Translation reserve 1,112,382 1,214,600 37,607 Accumulated losses (1,091,438) (924,444) (789,148) Total equity 14,004,650 14,273,862 13,221,540 LIABILITIES Interest bearing loans and borrowings 596, , ,271 Deferred tax liabilities 74,186 74,706 68,159 Total non-current liabilities 670, , ,430 Interest bearing loans and borrowings 95, , ,536 Trade and other payables 675, , ,433 Total current liabilities 770, ,569 1,043,969 Total liabilities 1,441,045 1,628,708 1,651,399 Total equity and liabilities 15,445,695 15,902,570 14,872,939 The accompanying notes are an integral part of these consolidated financial statements. The comparative information has been restated in accordance with IFRS.

5 CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended Six months ended 31/01/08 31/01/07 31/01/08 31/01/07 Cash flows from operating activities Operating loss (284,918) (385,931) (473,367) (479,963) Depreciation 3,219 13,680 6,961 16,147 Share-based payments 66, ,714 66, ,714 (Increase)/decrease in receivables 28,329 (57,486) 27,371 (57,056) Increase/(decrease) in payables ( 4,714) 68,996 (76,706) 80,697 Cash generated from operations (191,881) (241,027) (449,538) (320,461) Interest paid (11,798) - (23,371) - Net cash used for operating activities (203,679) (241,027) (472,909) (320,461) Cash flows from investing activities Interest received 64,194 54, ,297 89,477 Balance paid for acquisition of Rambler Metals and Mining Canada Limited - (138,797) Acquisition of evaluation and exploration assets (1,270,226) (796,008) (2,538,270) (1,427,784) Acquisition of property, plant and equipment (266,160) (232,273) (634,356) (266,486) Net cash from investing activities (1,472,192) (974,133) (3,046,329) (1,743,590) Cash flows from financing activities Proceeds from the issue of share capital ,625 - Capital element of finance lease payments (55,467) - (110,025) - Net cash from financing activities (55,467) - (99,400) - Net (decrease) in cash and cash equivalents (1,731,338) (1,215,160) (3,618,638) (2,064,051) Cash and cash equivalents at beginning of period 5,161,546 4,630,080 6,590,372 5,499,008 Effect of exchange rate fluctuations on cash held (122,269) (141,813) 336,205 (161,850) Cash and cash equivalents at end of period 3,307,939 3,273,107 3,307,939 3,273,107 The accompanying notes are an integral part of these consolidated financial statements.

6 1 NATURE OF OPERATIONS AND GOING CONCERN The principal activity of Rambler Metals and Mining plc (the parent company ) and its subsidiaries (the Group or Rambler ) is carrying out development and exploration on the Rambler copper and gold property in Baie Verte, Newfoundland, Canada. The accompanying interim consolidated financial information is prepared by management in accordance with International Financial Reporting Standards ( IFRS ) and its interpretations adopted by the International Accounting Standards Board ( IASB ) which are the same as those adopted by the European Union and with parts of the Companies Act 1985 applicable to companies reporting under IFRS. This interim consolidated financial information has been prepared on the basis of a going concern, which contemplates the realisation of assets and settlement of liabilities in the normal course of business as they come due. The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on the copper price, its ability to fund its development and exploration programmes, and to manage and generate positive cash flows from operations in the future. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material. In common with many exploration companies, the Group raises finance for its exploration and appraisal activities in discrete tranches. The directors have progressed their financing plan during the second quarter and are confident that a fundraising will be completed by 30 April The directors have therefore concluded that the Group is a going concern. The accounting policies and methods of computation used in the preparation of the unaudited consolidated financial information are the same as those described in the Group s audited financial statements and notes thereto for the year ended 31 July In the opinion of management, the accompanying interim financial information includes all adjustments considered necessary for fair and consistent presentation of financial statements. These interim consolidated financial statements should be read in conjunction with the Group s audited financial statements and notes for the year ended 31 July The financial information for the twelve months ended 31 July 2007 has been derived from the Group's audited financial statements for the period as filed with the Registrar of Companies. It does not constitute the financial statements for that period. The auditors' report on the statutory financial statements for the year ended 31 July 2007 was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985.

7 2 PROPERTY, PLANT AND EQUIPMENT Land and Plant and Other Buildings Equipment Assets Total Cost Balance at 1 August ,245 3,245 Additions 242,972 1,881, ,143 2,252,389 Effect of movements in foreign exchange (2,835) (21,950) (1,517) (26,302) Balance at 31 July ,137 1,859, ,871 2,229,332 Balance at 1 August ,137 1,859, ,871 2,229,332 Additions 78, ,622 25, ,881 Effect of movements in foreign exchange 26, ,269 13, ,491 Balance at 31 October ,341 2,336, ,148 2,850,704 Balance at 1 November ,341 2,336, ,148 2,850,704 Additions 69, , ,416 Effect of movements in foreign exchange 934 (6,579) (1,027) (6,672) Balance at 31January ,690 2,526, ,983 3,111,448 Depreciation Balance at 1 August Depreciation charge for period 17,059 54,064 21,843 92,966 Effect of movements in foreign exchange (199) (631) (251) (1,081) Balance at 31 July ,860 53,433 21,953 92,246 Balance at 1 August ,860 53,433 21,953 92,246 Depreciation charge for period 19, ,948 8, ,864 Effect of movements in foreign exchange 2,556 11,374 2,416 16,346 Balance at 31 October , ,755 32, ,456 Balance at 1 November , ,755 32, ,456 Depreciation charge for period 26, ,881 9, ,472 Effect of movements in foreign exchange 989 5, ,841 Balance at 31 January , ,268 42, ,769 Carrying amounts At 1 August ,884 2,884 At 31 July ,277 1,805, ,918 2,137,086 At 1 August ,277 1,805, ,918 2,137,086 At 31 October ,417 2,141, ,371 2,584,248 At 1 November ,417 2,141, ,371 2,584,248 At 31 January ,802 2,178, ,370 2,653,679

8 3 EXPLORATION AND EVALUATION COSTS Total Cost Balance at 1 August ,894,278 Additions 3,195,472 Effect of movements in foreign exchange (147,803) Balance at 31 July ,941,947 Balance at 1 August ,941,947 Additions 1,371,103 Effect of movements in foreign exchange 636,611 Balance at 31 October ,949,661 Balance at 1 November ,949,661 Additions 1,350,137 Effect of movements in foreign exchange 9,049 Balance at 31 January ,308,847 Carrying amounts At 1 August ,894,278 At 31 July ,941,947 At 1 August ,941,947 At 31 October ,949,661 At 1 November ,949,661 At 31 January ,308,847

9 4 CAPITAL AND RESERVES Share Share Accumulated Translation Merger Total Capital Premium losses reserve reserve equity Balance at 1 August ,300 7,164,625 (220,866) 191, ,000 7,655,487 Total recognised income and expense - - (669,229) (153,821) - (823,050) Share-based payments - 58, , ,138 Share issues 96,700 6,629, ,726,376 Costs of share issues - (496,411) (496,411) Balance at 31 July ,000 13,356,081 (789,148) 37, ,000 13,221,540 Balance at 1 August ,000 13,356,081 (789,148) 37, ,000 13,221,540 Total recognised income and expense - - (135,296) 1,176,993-1,041,697 Share issues , ,625 Balance at 31 October ,250 13,366,456 (924,444) 1,214, ,000 14,273,862 Balance at 1 November ,250 13,366,456 (924,444) 1,214, ,000 14,273,862 Total recognised income and expense - - (236,078) (102,218) - (338,296) Share-based payments , ,084 Balance at 31 January ,250 13,366,456 (1,091,438) 1,112, ,000 14,004,650 At 31 January 2008 the Company had 1,014,000 share options, 478,200 compensation options and 4,675,000 share warrants in issue. These may have a dilutive effect on the basic earnings or loss per share in the future. 5 RELATED PARTY TRANSACTIONS Brian Dalton and John Baker, directors of the parent company are also directors of Altius Resources Inc ( Altius ), a 24% shareholder in the parent company. According to the terms of a service contract dated 7 March 2005, Altius continues to provide certain services to the Group. All costs are recharged to Rambler and Altius receives a 7% management fee on all expenditures. The Group has recruited its own team and as a result, this arrangement is now being wound down. The arrangement was entered into as Rambler had limited exploration staff and Altius, being the previous owner of the Rambler property, had personnel with the necessary knowledge and experience to conduct the exploration programs. The Group was invoiced 8,258 for the six months ended 31 January 2008 (31 January 2007: 786,721) by Altius and at the end of the period, Altius was owed nil (31 October 2007: 4,340, 31 July 2007: nil).

10 5 RELATED PARTY TRANSACTIONS (continued) The following expenses reimbursements were payable to directors at 31 January 2008: S Neamonitis 1,073 (31 October 2007: 1,073, 31 July 2007: 2,940) B Hinchcliffe 2,913 (31 October 2007: 2,313, 31 July 2007: 2,313) Consultancy fees were payable to Altius Minerals Corporation for the three months ended 31 January 2008 for the consultancy services of J Baker & B Dalton amounting to 3,300 (31 January 2007: 3,300). At 31 January 2008 the company owed 10,533 (31 October 2007: 20,900, 31 July 2007: 18,700) to Altius in respect of these fees. 6 SHARE BASED PAYMENTS Rambler Metals and Mining PLC has established a share option scheme with the purpose of motivating and retaining qualified management and to ensure common goals for management and the shareholders. For options granted the vesting period is generally up to three years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group. As at 31 January 2008, ordinary share options held by employees were as follows: Outstanding Weighted average Exercisable number of remaining number of Exercise price Options contractual life options 32p 100, , p 380, ,000 55p 534, ,000 1,014, ,014,000

11 6 SHARE BASED PAYMENTS (continued) During the periods ended 31 January 2008 and 2007, director and employee stock options were granted, exercised and cancelled as follows: Weighted average exercise price Options At 1 August p 100,000 Granted 42.5p 405,000 At 31 July p 505,000 Exercised 42.5p (25,000) At 31 October p 480,000 Granted 55p 534,000 At 31 January p 1,014,000 The exercise of the outstanding stock options would be anti-dilutive in the loss per share calculation. 7 POST BALANCE SHEET EVENTS On 29 February 2008, George Ogilvie was promoted to President and CEO of the Rambler Metals and Mining PLC. Stanley Neamonitis, who has been President and CEO of the Company since its formation, has agreed to stay on as a non-executive director. On 1 March 2008, Rambler Metals and Mining Canada Ltd (formerly Newfoundland & Labrador Inc.) and Altius Resources Inc agreed to terminate service contract referred to in note 5 above. On 13 March 2008, Rambler Metals and Mining PLC announced that subject to the terms and conditions of a Placing, the passing of resolutions by shareholders at a General Meeting to be held on 10 April 2008, and the approval of the TSX Venture Exchange, it has successfully raised 5.8 million before expenses through a placing of 9,660,000 Ordinary Shares (the "Placing Shares") at 60 pence each.