27 February 2023

Rambler Applies for Initial Order for CCAA Protection

Loan and Resumption of Operations

London, England - Baie Verte, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company"), a copper and gold producer, explorer, and developer, announces that the Company has applied for an Initial Order for creditor protection ("Initial Order") from the Supreme Court of Newfoundland and Labrador ("Court") under the Companies' Creditors Arrangement Act ("CCAA").

After careful consideration of the Company's financial position, all available alternatives to an application for creditor protection, and following thorough consultation with legal and financial advisors, the Board of Directors of the Company has determined that it is in the best interest of the Company and all of its stakeholders to file an application for creditor protection under the CCAA.

The Initial Order being sought includes, among other things: a stay of creditor claims and proceedings in favour of the Company, court approval of a 13-week cash flow plan and of the Debtor In Possession ("DIP") financing required to support the operation while in the CCAA process, and to appoint Grant Thornton Limited as court-appointed monitor ("Monitor") of the Company and its related entities, being Rambler Metals and Mining Canada Limited ("RMMCL"), Rambler Mines Limited ("RML"), and 1948565 Ontario Inc. ("1948"). While under protection, the Company will consider all available transactional and restructuring options.

Directors and management of Rambler are expected to remain responsible for the day-to-day operations of the Company, under the general oversight of the Monitor.

US$5.0 million DIP loan and resumption of operations

RMMCL has entered into a conditional DIP agreement for a loan of US$5.0 million with RMM Debt Limited Partnership by its General Partner RMM General Partner Inc., representing certain senior secured lenders to RMMCL. The DIP is contingent on Court approval and will be secured by the assets of RMMCL and the guarantors, including Rambler, 1948, and RML, and will be used to support the operation while in the CCAA process.

Further to the announcement of 17 February 2023, critical maintenance work was brought forward for both the process plant and the mine. Mining operations concentrated on important remedial work on the access ramp, auxiliary ventilation and maintenance on mobile mining equipment. At the process plant, relining of both the SAG and ball mills was brought forward.

The mine is ready to resume and, following the issuance of the Initial Order, the Company expects full operations at the Ming Mine to restart on 28 February 2023.

About the Monitor

A Monitor is an independent third party who is appointed by the Court to monitor the ongoing operations of the Company, RMMCL, 1948, and RML and assist with the filing and voting on any plan of arrangement or financial restructuring that the Company proposes. The duties of the Monitor include monitoring the business, reporting to the Court on any major developments that might impact the viability of the potential restructuring, assisting in the preparation of any financial restructuring or plan of arrangement, notifying the creditors and shareholders of any meetings, and verifying votes at any meetings.

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 established 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.

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 production 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.