REGISTERED NUMBER: 05101822 (ENGLAND AND WALES)‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

RAMBLER METALS AND MINING PLC‌‌‌‌‌

REPORT OF THE DIRECTORS AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JULY 31, 2016‌‌‌‌‌‌‌‌‌‌‌‌‌‌

RAMBLER METALS AND MINING PLC CONTENTS OF THE FINANCIAL STATEMENTS‌

Page

Company Information 1

Chairman's Statement 2

Strategic Report 4

Management's Discussion and Analysis 6

Report of the Directors 30

Directors' Responsibilities 32

Corporate Governance Report 33

Independent Auditor's Report 34

Consolidated Income Statement 36

Consolidated Statement of Comprehensive Income 37

Consolidated Statement of Financial Position 38

Consolidated Statement of Changes in Equity 39

Consolidated Statement of Cash Flows 40

Notes to the Consolidated Financial Statements 41

Company Statement of Comprehensive Income 76

Company Statement of Financial Position 77

Company Statement of Changes in Equity 78

Company Statement of Cash Flows 79

Notes to the Company Financial Statements 80

RAMBLER METALS AND MINING PLC COMPANY INFORMATION‌

FOR THE YEAR ENDED JULY 31, 2016

Directors: T I Ackerman (appointed June 2, 2016) E C Chen‌

B Labatte (appointed June 2, 2016) B A Mills (appointed June 2, 2016) G R Poulter

M V Sander (appointed June 2, 2016) N P Williams

Secretary: P Mercer

Registered office: Salatin House 19 Cedar Road Sutton

Surrey SM2 5DA

Registered number: 5101822 (England and Wales)

Auditor: BDO LLP

55 Baker Street London

W1U 7EU

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RAMBLER METALS AND MINING PLC

CHAIRMAN'S STATEMENT FOR THE YEAR ENDED JULY 31, 2016

2016 was a challenging year for the global mining industry as it struggled to rebalance supply in the face of reduced Chinese demand. Copper was no exception, as prices fell to below US$2.00/lb in January and has since stabilized at around US$2.15/lb. The industry has taken significant steps to cut high cost supply to match current demand but more may be needed to underpin a future price rally. In the meantime virtually all new projects have been shelved which puts Rambler in a unique position to execute a low capital cost, low operating cost expansion over the next 18 months in anticipation of this price recovery.

In this regard, Rambler ('the Company') achieved some important corporate milestones in 2016.

• The Company successfully raised approximately US$15 million equity with the potential for an additional US$ 13 million if certain objectives are achieved.

• On the back of this capital raise the Company immediately started expansion of its Ming mine targeting 1,250 metric tonnes per day ('mtpd') of production by the end of 2017. This expansion will position the Company as a low cost producer with a 20 year mine life.

• During the initial construction phase of this expansion, further engineering and assessment work will be carried out on re-establishing the shaft for hoisting with the integration of ore pre-concentration through dense media separation. Successful conclusion of this work could lead to further expansion of the mine, Phase III.

• The composition of the Board was adjusted after the financing to enhance its technical ability to manage the growth phase of the Company.

• The Company announced it will change its financial year end to December 31 commencing with the five months ended December 31, 2016 and will provide guidance on its planned targets for the calendar year ended December 31, 2017 early in the New Year.

  At the operational level, the Company delivered its planned targets for tonnes milled, recoveries, head grades and copper and gold production for the fiscal year. The Company has also identified exciting exploration targets within the Ming mine footprint that could allow for further growth if realized. The Company will start the exploration on these near mine targets in 2017.

  The Company continues to advance and develop other opportunities within Canada, as demonstrated by the acquisition of the remaining 50% interest in the Little Deer and Whalesback Copper Deposit from Thundermin Resources Inc. during the year.

  The presentation currency of the Company's financial statements has been changed this year to US dollars ('US$'). This change reflects the fact that all of our revenues are in US$. With the Company's operational costs in Canadian dollars the Company is naturally hedged with a weak Canadian$/US$ exchange rate being consistent with weak commodity prices and vice versa.

  FINANCIAL RESULTS

  In spite of the challenging market condition the Company achieved reasonable financial results. These include:

• The Company generated revenue of US$30.4 million from the sale of copper concentrate containing gold and silver by-products.

• An operating loss of US$1.1 million (2015: US$0.9 million profit) before impairment.

• Generation of cash of US$4.8 million (2015 US$7.3 million) from operations during the year.

• The consolidated loss after taxation in respect of the year ended July 31, 2016 amounted to US$12.8 million (loss per share of US$0.067) after a provision for impairment of US$11.3 million before tax, versus a loss of US$8.4 million for the year ended July 31, 2015 (loss per share of US$0.058) after a provision for impairment of US$12.1 million before tax.

• Earnings before interest, taxes, depreciation, amortisation ("EBITDA") for the year were US$6.1 million (2015 : US$1.8 million).

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