25 September 2009
RAMBLER NOTICE OF EGM CIRCULAR
London, England & Baie Verte, Newfoundland and Labrador � Rambler Metals and Mining plc (�Rambler�) (TSXV: RAB, AIM: RMM) is pleased to announce that following the announcement on 9 September it has posted a circular to shareholders today convening an extraordinary general meeting of the Company on 11.00 a.m. on 20 October 2009.
The Company announced on 9 September 2009 that it had signed an acquisition agreement with Crew Gold Corporation for the acquisition of the Nugget Pond gold processing facility, located on the Baie Verte Peninsula in Newfoundland approximately 40km from Rambler�s Ming Mine, for a total consideration of C$3.5 million (the �Acquisition Agreement�). This acquisition will accelerate the Company towards its goal of producing gold and copper from the Rambler deposit using the Nugget Pond Mill which is fully permitted and will be retro-fitted to process Rambler ore starting June 2010. The purchase price needs to be paid to Crew Gold Corporation by 9 December 2009.
The Company is currently considering various options to raise the funds to satisfy the consideration payable under the Acquisition Agreement, including the issue of equity through a placing of ordinary shares. While it is expected that �insiders� of the Company may participate in any such placing, no new �control person� (as defined in applicable securities laws and stock exchange rules) is expected to result. The Board is seeking shareholders� approval to allow the Company, inter alia, to undertake such a placing on a non-pre-emptive basis.
The Board is also seeking to amend its Articles of Association in order to take advantage and account of the provisions of the Companies Act 2006 (the �2006 Act�).
Reasons for calling the Extraordinary General Meeting
Section 80 of the Companies Act 1985 (the �1985 Act�) prohibits directors from allotting any shares in the Company without prior authority from shareholders. Section 89 of the 1985 Act gives holders of equity securities certain rights of pre-emption on the issue for cash of new equity securities.
The section 80 authority granted to the directors by shareholders at the annual general meeting of the Company held on 3 December 2008 permits the directors to allot equity securities in the Company up to an aggregate nominal amount of �197,950.00, being 19,795,000 ordinary shares.
The section 89 authority granted at the same meeting permits the directors to allot shares in respect of issues by way of rights (except where difficulties arise in offering shares to certain overseas shareholders and in relation to fractional entitlements) and allotments (other than in respect of rights issues) of equity securities having an aggregate nominal amount not exceeding �59,385.00 (being 5,938,500 ordinary shares and representing approximately 10 per cent. of the issued share capital of the Company as at the date of the annual general meeting).
In order to allow the directors flexibility in seeking finance, the Directors wish to seek an additional section 551 authority under the 2006 Act (which replaces section 80 authority under the 1985 Act from 1 October 2009) in respect of �593,850.00, representing 59,385,000 ordinary shares, i.e. 100% of the current issued ordinary share capital and a section 561 authority under the 2006 Act (which replaces section 89 authority under the 1985 Act from 1 October 2009) for the same amount. Full use of such authorities by the Company would lead to 100% dilution of all shareholders not taking further ordinary shares. Ordinary shares may be issued (subject to applicable stock exchange rules) at a significant discount to the market price of such ordinary shares at the time of issue. The authorities sought will expire at the end of the Company�s annual general meeting to be held in 2009.
In addition, the directors believe that it is in the best interests of the Company to take advantage of the provisions of the 2006 Act, particularly in relation to electronic communications, retirement of directors and directors� duties in relation to conflicts of interests, and therefore recommend the adoption of new Articles of Association, full details of which are contained in the Notice to shareholders.
The circular to shareholders has been posted today and is available on the Company�s website at www.ramblermines.com.
For further information, please contact:
George Ogilvie , P.Eng.
President and CEO
Rambler Metals and Mining
Tel No: 709-532-4990
Rambler Metals & Mining Plc
Tel No: +44 (0) 14-8341-9942
Seymour Pierce Limited
Tel No: +44 (0) 20-7107 8000
Chelsea Hayes/Klara Kaczmarek
Pelham Public Relations
Tel No: +44 (0) 20-7337-1523 /20-7337-1524
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release .
About the Company
The Rambler property had been a former underground copper and gold producing property that ceased production when the deposit reached a then third party property boundary. This neighbouring property was subsequently consolidated before being brought into the Company. The Company now owns a 100% interest in the property.
The principal activity of the Group is carrying out development and exploration on the Rambler Property a mineral exploration property located on Newfoundland and Labrador�s Baie Verte Peninsula.