TIDMRMM
RNS Number : 3055R
Rambler Metals & Mining PLC
28 February 2023
28 February 2023
Rambler Metals and Mining plc Announces Strategic Process
Pursuant to a Court-Supervised Restructuring Proceeding
London, England - Baie Verte, Newfoundland and Labrador, Canada
- Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the
"Company") announced today that its subsidiary entities Rambler
Metals and Mining Canada Limited ("Rambler Canada"), Rambler Mines
Limited ("Rambler Mines") and 1948565 Ontario Inc. ("1948") have
obtained an initial order (the "Initial Order") from the Supreme
Court of Newfoundland and Labrador (the "Court") and commenced
proceedings pursuant to the Companies' Creditors Arrangement Act
(the "CCAA", or the "CCAA Proceedings"). The Initial Order provides
for a stay of proceedings in respect of Rambler Canada, 1948, the
Company, and Rambler mines Limited ("Rambler Mines") and authorises
the Rambler Canada to continue its business in the normal course
during the CCAA Proceedings.
The Company, with the assistance of its professional advisors,
has been engaged in discussions with the Company's existing secured
lenders regarding Rambler Canada's defaults on payment of amounts
owing to such secured lenders (as such defaults have been
previously notified in announcements dated 1 November 2022, 10
February 2023 and 20 February 2023).
The Company and its board of directors determined, after
consultation with professional advisors and with Rambler Canada,
that it was in the best interest of the Company and its
subsidiaries, including Rambler Canada, to commence the CCAA
Proceedings to allow time and stability to develop and implement a
sale and investment solicitation process (the "Strategic Process")
supervised by the Court and Grant Thornton Limited, which has been
appointed as the monitor (the "Monitor") for Rambler Canada and
1948 in the CCAA Proceedings. The Strategic Process will be
conducted by the Monitor under the Court's supervision and has been
designed to achieve the highest value available or otherwise best
offer for the Company, its subsidiaries, and its stakeholders.
During the course of the CCAA Proceedings, Rambler Canada will
restart operations from 28 February 2023 and continue to operate in
the ordinary course of business. Rambler Canada has secured a
debtor in possession financing ("DIP Loan") of up to US$5 million
dollars over the course of the CCAA process through RMM Debt
Limited Partnership, by its general partner, RMM General Partner
Inc., whose partners include certain holders of NewGen loan notes
(the "DIP Lender"), which will be used to fund the CCAA Proceeding,
the Strategic Process and provide cash for operations, as needed.
Ongoing operations shall be supported primarily from cash from
operations with additional cash from the DIP Loan, as required.
"Rambler has been actively reviewing and advancing potential
strategic options and alternatives in order to find a
value-maximising solution in light of the Company's financial
situation," said Toby Bradbury, President and CEO of Rambler
Canada. He continued, "We believe that the commencement of CCAA
proceedings will provide the Company and its subsidiaries with the
time and stability they need to continue to operate our business,
while we look to advance the Strategic Process, and ultimately work
towards achieving a transaction that is in the best interests of
Rambler and all of its stakeholders."
Rambler Canada intends to continue to pay all of its suppliers
and employees for goods and services rendered during the CCAA
Proceedings.
A comeback hearing in respect of the relief granted pursuant to
the Initial Order has been scheduled for 6 March 2023 (the
"Comeback Hearing"). Interested parties wishing to bring a motion
at the Comeback Hearing are required to provide notice to the
affected parties prior to the Comeback Hearing pursuant to the
requirements set forth in the Initial Order. Creditors and other
affected stakeholders of Rambler Canada will have an opportunity to
challenge the Initial Order, or parts of it, and to seek other
relief from the Court as appropriate at the Comeback Hearing.
Stewart McKelvey is acting as legal counsel to the Company and
its subsidiaries, including Rambler Canada, in connection with the
CCAA Proceedings, and Goodmans LLP is acting as legal counsel to
the Board of Directors of Rambler Canada.
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 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.
Media Contact:
T im Sanford, P. Eng.
VP & Corporate Secretary
Email: tsanford@ramblermines.com
Tel No: +1 (709) 532 5736
For further information, please contact:
T oby Bradbury Celeste Van Tonder T im Sanford. P. Eng.
President and CEO CFO VP & Corporate Secretary
Rambler Metals & Mining Rambler Metals & Mining Rambler Metals & Mining
Plc Plc Plc
Tel No: +1 (709) 800 Tel No: +1 (709) 800 Tel No: +1 (709) 532
1929 1929 5736
Fax No: +1 (709) 800 Fax No: +1 (709) 800 Fax No: +1 (709) 800
1921 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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