TIDMRMM
RNS Number : 7233V
Rambler Metals & Mining PLC
11 April 2023
Rambler Metals and Mining PLC / AIM: RMM / Sector: Natural
Resources
11 April 2023
Rambler Metals and Mining PLC ('Rambler' or the 'Company')
Creditors Voluntary Arrangement and Cancellation of Admission to
AIM
London, England, 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 as
a result of the dispute regarding payments due from Transamine
Trading S.A, as announced on 30 March 2023 and covered in the
Newfoundland and Labrador Supreme Court ("Court") hearing on 6
April 2023, there has been a Material Adverse Change ("MAC") for
the purposes of the Companies Creditors Arrangement Act ("CCAA")
process.
As a result of the MAC, where previously on-going funds were to
be provided to Rambler by the Debtor In Possession ("DIP") Lender,
under the Care and Maintenance status of the Ming Mine and as
provided in the revised cashflow approved by the Court on 6 April
2023, no further funding will be made available to Rambler.
Following the withdrawal of funding by the DIP Lender to Rambler, a
material uncertainty has therefore arisen in relation to the
Company's ability to continue as a going concern and to realise its
assets and discharge its liabilities in the normal course of
business.
The DIP Lender is expected to continue to fund Rambler Metals
and Mining Canada Limited ("RMMC") until the completion of the CCAA
process. Rambler is a material unsecured creditor of RMMC. However,
it now remains very uncertain whether Rambler will derive any value
from the CCAA process. After taking independent advice, at a
meeting of the directors convened on 6 April 2023, it was concluded
that the Company is now insolvent and resolved that the only
feasible course of action is to place the Company into a Creditors
Voluntary Liquidation ("CVL"). Accordingly, on 6 April 2023 Paul
Cooper and Adam Shama of Begbies Traynor Group PLC have been
instructed in this capacity.
The cost of the CVL is to be funded by Mr Bradford Mills or his
nominee up to a maximum amount of GBP50,000. Mr Mills is the
Chairperson of Rambler, a shareholder in his own name and a related
party through the shareholding held by CE Mining II Rambler Limited
and CE Mining III Rambler Limited .
Also, a result of the absence of funds flowing up to the
Company, the role of Dr Toby Bradbury as President and CEO of RMMC
terminates with immediate effect. It is Dr Bradbury's intention, as
is the case for all of Rambler's directors, to remain in office
until the CVL is concluded.
Cancellation of Admission to AIM
As the Company's shares will have been suspended from trading
for six months on 28 April 2023, the admission of Rambler's
ordinary shares to AIM will be cancelled on that date in accordance
with AIM Rule 41.
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 targeted 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.
Caution Regarding Forward Looking Statements:
This press release may include forward-looking statements, which
reflects the Company's current expectations regarding future
events. Forward-looking statements include, but are not limited to,
statements regarding the development and implementation of the
Strategic Process and its potential impact and outcomes; the
process for developing the Strategic Process and seeking Court
approval thereof; the ability to identify and implement any sale or
restructuring transaction in connection with the Strategic Process
and the CCAA Proceedings; the Company's intended actions during the
CCAA Proceedings; and the effect of the CCAA Proceedings. Such
statements are based on current expectations of the Company's
management and inherently involve numerous risks and uncertainties,
known and unknown, and there can be no assurance as to the outcome
of the Strategic Process and the CCAA Proceedings. In particular
and without limitation, there can be no assurances as to: the
ability of the Company to obtain all necessary approvals in order
to complete any sale or restructuring transaction identified in
connection with the Strategic Process and the CCAA Proceedings; the
stay of proceedings having the effect contemplated by the Company
in providing it with additional time to pursue the Strategic
Process; the ability of the Company to operate in the ordinary
course during the CCAA Proceedings, including with respect to
satisfying obligations to service providers, suppliers, contractors
and employees; the ability of the Company to continue as a going
concern; the Company's future liquidity position, and access to
capital, to fund ongoing operations and obligations; the ability of
the Company to stabilize its business and financial condition; the
ability of the Company to implement and successfully achieve its
business priorities; the ability of the Company to comply with its
contractual obligations, including, without limitation, its
obligations under debt arrangements; the ability of the Company to
generate sufficient cash flow from operations; the impact of
competition; the ability of the Company to obtain and retain
qualified staff, equipment and services in a timely and efficient
manner (including in light of the Company's restructuring efforts);
and the ability of the Company to retain members of the senior
management team, including but not limited to, the officers of the
Company.
Rambler is listed in London under AIM:RMM.
For further information, please contact:
T oby Bradbury Celeste Van Tonder T im Sanford. P. Eng.
Rambler Metals & Mining CFO VP & Corporate Secretary
Plc Rambler Metals & Mining Rambler Metals & Mining
Tel No: +1 (709) 800 Plc Plc
1929 Tel No: +1 (709) 800 Tel No: +1 (709) 532
Fax No: +1 (709) 800 1929 5736
1921 Fax No: +1 (709) 800 Fax No: +1 (709) 800
1921 1921
Nominated Advisor (NOMAD)
Ewan Leggat, Kasia
Brzozowska
SP Angel Corporate
Finance LLP
Tel No: +44 (0) 20
3470 0470
Website: www.ramblermines.com
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END
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April 11, 2023 02:00 ET (06:00 GMT)
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