Rambler's Second Quarter Results 2013 Realises Maiden Net Profit
(firmenpresse) - LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR -- (Marketwire) -- 03/27/13 -- Rambler Metals and Mining PLC (TSX VENTURE: RAB)(AIM: RMM) ("Rambler" or the "Group") today is pleased to report its financial results and operational highlights for the three months ended 31 January 2013. The Group achieved a maiden net profit of CAD$2 million and operating cash flows of CAD$ 5 million in its first full quarter as a commercial copper and gold producer.
The accompanying financial information for the quarter ended 31 January 2013 has not been reviewed or audited by the Group's auditor.
Operational Achievements
Financial Highlights (All expressed in CAD$)
Strategic objectives:
George Ogilvie, President and CEO, Rambler Metals & Mining commented:
"Q2 2013 was Rambler's first quarter as a commercial producer, and we are proud to see our first profit from the new operation. We have retained the financial flexibility to fulfill our operational goals of continuing development and exploration of the Ming Copper-Gold Mine while optimising the Nugget Pond processing facility. We will also continue the work we started in Q1 2013, to reduce costs and improve efficiencies.
"Looking ahead, our team remains focussed on building upon on the solid foundation that profitable production has provided for us. In addition, through organic growth and evaluating regional prospects, we feel that the unique market conditions that we are experiencing have given Rambler an opportunity to further strengthen its business in the short to medium term."
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 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 is expressed in good faith and believed to have a reasonable basis. 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 securities law.
Management's Discussion & Analysis ('MD&A')
For the Quarter Ended 31 January 2013
GROUP OVERVIEW
The principal activity of the Group is the development, mining and exploration of the Ming Copper-Gold Mine ('Ming Mine') located on Newfoundland and Labrador's Baie Verte Peninsula. See Appendix 1. On 29 October 2012 the Group announced a significant milestone with the Ming Mine reaching commercial production being 85% of designed production for a period of 60 continuous days with 1 November 2012 as the official start of commercial production. During the second quarter of the 2013 fiscal year, the first quarter as a commercial producer, the Group reported revenue of $11.4 million from the sale of 5,353 wet metric tonnes ('wmt') of copper concentrate containing 1,285 tonnes of accountable copper metal and 878 ounces of accountable gold, generated cash from operations of $5 million and net profit of $2 million.
The parent Company's Ordinary Shares trade on the London AIM market under the symbol "RMM", the TSX Venture Exchange under the symbol "RAB".
The Group has established the following four strategic goals:
The Group's directors and management believe that focussing on these priorities will instil a solid foundation for Rambler, while providing the best opportunity to build a successful and long term mining company.
HIGHLIGHTS OF THE SECOND QUARTER
The second quarter ("three months ended 31 January 2013", "Q2/13", "Q2'13") was a significant period for the Group, being the first quarter following the official declaration of commercial production on 1 November 2012.
Highlights of the second quarter of the 2013 fiscal year included:
Capital Development and Production
Financing
Exploration and evaluation
Staffing
FINANCIAL RESULTS
Revenue
The net profit for Q2/13 was $1,958,000 or $0.014 per share which compares with a loss of $1,039,000 or $0.008 per share for Q2/12. The increase in net profit during Q2/13 arose from the declaration of commercial production on 1 November 2012 resulting in revenue and operating expenditures being report on the unaudited consolidated income statement. Prior to 1 November 2012 revenue and operating expenditures were credited to the Mineral Property asset. Earnings before interest, taxes, depreciation, amortisation ("EBITDA") were $3,684,000 and $2,944,000 for the three and six months ended 31 January 2013.
Cash flows generated from operating activities for Q2/13 were $4,978,000 compared with cash utilized of $1,157,000 in Q1/13 and cash utilized of $530,000 in Q2/12. The generation of cash from operations reflects the commencement of commercial production and a change in accounts receivable, inventory and account payable balances.
Cash resources (including short-term investments) as at 31 January 2013 were $7.3 million and as of 27 March 2013 had decreased to $5.0 million. Operating cash flows are anticipated to continue to build throughout the balance of the fiscal year in line with the move to commercial production at the beginning of Q2/13.
HEALTH AND SAFETY
OUTLOOK
Management continue to pursue the following objectives:
See 'Forward Looking Information' for a description of the factors that may cause actual results to differ from forecast.
CAPITAL PROJECTS UPDATE
During the second quarter the Group incurred expenditures of $2,145,000 on Mineral Property and $586,000 on property, plant and equipment. Prior to the mine being considered substantially complete and ready for its intended use, all direct operating costs, including costs associated with stockpile ores and concentrate, were capitalized within the Mineral Property asset and offset by revenue generated from on-going production. Following the declaration of commercial production on 1 November 2012 revenue and direct operating costs incurred at the Ming Mine are charge directly to the Group's Income Statement. Costs associated with stockpile ores and concentrate are charged to Inventory on a monthly basis. Expenditures incurred on underground capital development are charged to Mineral Property and offset by amortisation calculated on a unit of production basis.
Mineral Property
Total mineral property costs before other charges and amortisation decreased in Q2/13 compared to Q1/13 in line with the declaration of commercial production at 1 November 2012. Capital expenditures decreased over the previous quarter as operating expenditures were charged directly to the Group's income statement during the three months ended 31 January 2013. Both operating and capital costs were charged to mineral property costs during the three months ended 31 October 2013. The majority of capital expenditures incurred during Q2/13 related to the capital development in the 1807 zone including the 1807 decline ramp which will provide access to 1807 stoping and future access to lower levels of the Ming Mine ore body. Commencing at the start of commercial production accumulated mineral property costs will be amortised on a unit of production basis. Revenue recognized during the three months ended 31 January 2013 were charged directly to income compared to being offsetting against mineral property costs for the three months ended 31 October 2013.
Property, plant and equipment
Plant and equipment decreased during Q2/13 compared to Q1/13 due to the purchase of less underground equipment at the Ming Mine. Mill purchase and construction decreased during Q2/13 in-line with final commissioning and a move to commercial production on 1 November 2012.
Exploration and evaluation costs (Ming Mine)
Exploration expenditures in Q1/13 were incurred during exploration drilling on the Group's Lower Footwall Zone aimed at identifying higher grade ore within the zone to serve as potential blend feed for the Nugget Pond Mill. The exploration drilling may also assist in upgrading the reserve and resource for this zone at a later stage. No expenditures were incurred during the current period as capital development first had to be undertaken before the drilling platforms could be made available. Several drilling platforms are now available with diamond drilling resuming in Q3.
FINANCIAL REVIEW
(i)B / (W) = Better / (Worse)
SUMMARY OF QUARTERLY RESULTS
The quarterly results for the Group for the last eight fiscal quarters are set out in the following table.
Losses in the first quarter of 2011 reduced as a result of revenue from toll processing and rose again in the second quarter of 2011 following the completion of a toll processing agreement in November 2010. The profit arising in Q3 2011 included an exchange gain of $0.8 million arising on the retranslation of the Gold Loan following the weakening of the US Dollar against the Canadian Dollar during the quarter. The profit arising in Q4 2011 arose from the profits realised on the sale of gold from the Group's satellite deposits. Losses increased in first quarter of 2012 and further increased in the second quarter of 2012 as a result of an exchange loss of $0.7 million and $0.30 million respectively and reduced sales activity due to the processing of the Group's satellite deposits completed in the first quarter of 2012. The fluctuation in losses in the third and fourth quarters of 2012 and the first quarter of 2013 reflects exchange gains and losses on the retranslation of the Gold Loan. The profit in the second quarter of 2013 reflects the successful move into commercial production on 1 November 2012.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
Following the commencement of commercial production the Group has generated cash flows to finance its operational and development requirements. Prior to Q2/13 the Group has relied on private placement financings of equity securities, a Gold Loan facility, capital leases and a credit facility (see 'Commitments and Loans' section) to finance its development requirements. Positive cash flows are expected to continue following commercial production at the Ming Mine; however, there is no guarantee that expenses will not exceed income particularly during the start-up phase. If this is the case, the liquidity risk could be material, even with current cash resources.
The Group's holding of cash balances is kept under constant review. Given the current climate, the Group takes a very risk averse approach to management of cash resources and Management and Directors monitor events and associated risks on a continuous basis. Cash and short-term investment resources (cash, cash equivalents and short-term investments) were as follows:
Sales of copper concentrate are in US dollars and the majority of the Group's expenses are incurred in Canadian dollars. The Group's principal exchange rate risk relates to movements between the Canadian and US dollar. The Gold Loan is repayable in US dollars from future sales of gold mitigating the exchange risk. Management will closely monitor exchange fluctuation and consider the use of forward exchange contracts as required.
Interest rates on the capital leases and short term borrowings are fixed, eliminating interest rate risk.
Cash flows utilised in investing activities amounted to $1.2 million in the quarter. Cash of $1.0 million was spent on the Group's Mineral Property and $0.1 million was spent on property, plant and equipment.
Cash flows utilized in financing activities during the quarter amounted to $1.4 million reflecting gold loan repayments of $0.4 million, payment of $0.5 million against the credit facility and finance lease repayments of $0.5 million.
The group is required to hold Letters of Credit in favour of the Government of Newfoundland and Labrador in respect of the reclamation and closure liability at the existing Nugget Pond Mill and Ming Mine. At period end the Group holds bearer deposit notes totalling $3.27 million.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on future trends in copper and gold prices, and its ability to continue generating positive cash flows from current operations. Through the use of current cash reserves and continued production management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation, which may give rise to the possibility that additional working capital may be required to fund unanticipated delays at the copper concentrator and continued mine production and the repayment of loans falling due for repayment in March 2014. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale; however, there is no certainty that these funds will be forthcoming. On this basis, the Directors have concluded that the Group is a going concern. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.
At 27 March 2013 the Group had $5.0 million in cash and cash equivalents.
Financial Instruments
The Group's financial instruments as at 31 January 2013 comprised of financial assets, comprising available for sale investments, cash and cash equivalents and trade and other receivables and financial liabilities comprised of trade payables, other payables, accrued expenses and interest bearing loans and borrowings.
All of the Group's financial liabilities are measured at amortised cost.
The Board of Directors determines, as required, the degree to which it is appropriate to use financial instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign currency risk, liquidity risk, credit risk, interest rate risk and commodity price risk each of which is discussed in note 13 of the financial statements for the quarter ended 31 January 2013.
COMMITMENTS AND LOANS
At 31 January 2013 there were no capital commitments made to third parties.
Gold Loan
In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine gold production from its Ming Mine. Under the terms of the agreement Sandstorm made staged upfront cash payments for the gold to the Group totalling US$20 million.
For this, in each production year following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is renewable in 10 year terms at the option of Sandstorm.
The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as follows:
During the first fourteen months of production, repayments of US$8,624,569 were made from the delivery of 5,222 ounces of gold thereby satisfying the requirement to repay a minimum of US$3.6 million cash during the first and second 12 month periods and partially meeting the requirements for the third 12 months.
Credit Facility
On 29 September 2011 the Group agreed a Credit Facility of up to $10 million with Sprott Resource Lending Partnership ('Sprott') for use as additional funding for the development of the Ming Mine. Subsequent to amending the agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn on 29 October 2011, the second instalment of $2.5 million was drawn on 30 January 2012 and the final instalment for the balance up to $10 million was available until 31 August 2012. The Company did not draw on this $2.5 million final available instalment. Interest will accrue at a fixed rate of 9.25% per annum. On 26 March 2013 this agreement was amended such that the principal is repayable by 31 March 2014 and secured by a fixed and floating charge over the assets of the Group. In connection with the Credit Facility, a Structuring Fee of $100,000 and a 3% Commitment Fee of $300,000 were paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company issued $300,000 of ordinary shares of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash Commitment Fee. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility was satisfied by the issuance of ordinary shares by the Company.
Loan and lease balances
At 31 January 2013 interest bearing loans and borrowings comprised a Gold Loan of $19,915,000, finance lease commitments of $7,607,000, a Credit Facility of $7,000,000 and a bank loan of $24,000. During the quarter the Group entered into finance lease commitments of $233,000 to finance the acquisition of a front loader for the Goodyear's Cove facility.
SUBSEQUENT EVENTS
On 26 March 2013 the Group agreed terms for the extension of its $10 million credit facility to 31 March 2014. Under the amendment agreement the Group will pay Sprott, in shares, a 4% extension fee. Interest will continue to accrue at 9.25% and any drawdown on the facility will be subject to the 4% drawdown fee as per the original agreement. $3.0 million has been made available under the amended credit facility and is available until 30 September 2013. This extension, had it been agreed prior to 31 January 2013, would have resulted in a positive net working capital balance of $783,000.
On 20 February 2013 announced that Non-Executive Director Mr. Merfyn Roberts resigned as a Director with immediate. The Board will have eight (8) remaining Executive and Non-Executive Directors with significant mining, commercial, financing and investing experience.
To view APPENDIX 1 - LOCATION MAP, please visit the following link: .
APPENDIX 2 - SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE
APPENDIX 3 - CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The details of the Group's accounting policies are presented in accordance with International Financial Reporting Standards as set out in Note 2 to the financial statements. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.
The following estimates are considered by management to be the most critical for investors to understand some of the processes and reasoning that go into the preparation of the Group's financial statements, providing some insight also to uncertainties that could impact the Group's financial results.
Going Concern
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on future trends in copper and gold prices, and its ability to continue generating positive cash flows from current operations. Through the use of current cash reserves and continued production management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation which may give rise to the possibility that additional working capital may be required to fund unanticipated delays at the copper concentrator and continued mine production and the repayment of loans falling due for repayment in March 2014. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale; however, there is no certainty that these funds will be forthcoming. On this basis, the Directors have concluded that the Group is a going concern. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.
Share-based payments
The Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the model in respect of the expected option life and the volatility are subject to management estimate and any changes to these estimates may have a significant effect on the cost. The assumptions used in calculating the cost of share based payments are explained in note 5 of the financial statements for the year ended 31 July 2012.
Gold Loan
The Group calculates the balance outstanding on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold (see note 19 of the financial statements for the year ended 31 July 2012). The cash flows will be dependent on the production of gold and its selling price at the time of delivery which have been estimated in line with the mine plan, future prices of gold and resource and reserve estimates. Management's estimates of these factors are subject to risk and uncertainties affecting the amount of the interest charge. Any changes to these estimates may result in a significantly different interest charge which would affect the carrying value of the mineral properties costs and the corresponding Gold Loan liability.
Mineral Property and Exploration and Evaluation Costs
The directors have assessed whether there are any indicators of impairment in respect of mineral property and exploration and evaluation costs. In making this assessment they have considered the Group's business plan which includes resource estimates, future processing capacity, the forward market and longer term price outlook for copper and gold. Resource estimates have been based on the most recently filed NI43-101 report and its opportunities economic model which includes resource estimates and conversion of its inferred resources. Management's estimates of these factors are subject to risk and uncertainties affecting the recoverability of the Group's mineral property and exploration and evaluation costs. Any changes to these estimates may result in the recognition of an impairment charge with a corresponding reduction in the carrying value of such assets. After consideration of the above factors, the directors do not consider that there are any indicators that mineral property and exploration and evaluation costs are impaired at the year end.
Closure Costs
The Group has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. These estimates are recorded as a liability at their fair values in the periods in which they occur. If the estimate of reclamation costs proves to be inaccurate, the Group could be required to increase the provision for site closure and reclamation costs, which would increase the amount of future reclamation expense, resulting in a reduction in the Group's earnings and net assets.
Revenue
Revenues are subject to variation after the date of sale due to assay, price and foreign exchange fluctuations. Management monitors these changes closely and at the end of the period the directors will consider whether the effect of these variations are material on the whole and determine whether an adjustment is therefore appropriate.
Available for sale investment
Management consider that they do not have significant influence over the financial and policy decisions of Maritime and therefore have included the investment as an available for sale investment.
Commercial production
The Group monitors the on-going testing and commissioning of its copper concentrate milling facility to assess when commercial production has been achieved. Commercial Production is the assessment that the mill is capable of operating in the manner intended and was defined by management at the onset of development to be 60 days of continuous production from both the mill and mine, being 85% of target rates envisaged in the Group's Feasibility Study. Prior to commercial production being declared, costs and revenues are offset to the Mineral Properties asset and post commercial production will be charged to the Group's income statement. Commercial production was achieved at 1 November 2012.
CHANGES IN ACCOUNTING POLICIES
In the current quarter, new and revised standards which have been adopted have not affected the disclosures presented in these financial statements.
No standards issued but not yet effective have been adopted early.
International Financial Reporting Standards that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting period ended 31 July 2013:
Management have reviewed the impact of the above standards and interpretations and have concluded that they will not result in any material changes to reported results.
Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended 31 July 2012.
APPENDIX 4 - OTHER MATTERS
Outstanding Share & Option Data
As at the date of this MD&A the following securities are outstanding:
For further assistance Mr. Peter Mercer, Corporate Secretary can be reached directly at +1-709-800-1929 ext. 500 or .
Forward-Looking Information
This MD&A contains "forward-looking information" which may include, but is not limited to, statements with respect to the Group's objectives and strategy, future financial or operating performance of the Group and its projects, exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining exploration and development, environmental risks, title disputes or claims and limitations of insurance coverage. All statements, other than statements of historical fact, are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonably by the Company, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations; availability and cost of credit; fluctuations in Canadian dollar interest rates; fluctuations in the relative value of United States dollars, Canadian dollars and British Pounds; changes in planned parameters as plans continue to be refined; fluctuations in the market and forward prices of copper, gold, silver or certain other commodities; possible variations of ore grade or recovery rates; failure of equipment; accidents and other risks of the mining exploration industry; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in the Report of Directors. Although the Group has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Unless stated otherwise, forward-looking statements contained herein are made as of the date of this MD&A. Other than as required by applicable securities law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Further information
Additional information relating to the Group is on SEDAR at and on the Group's web site at .
Unaudited Consolidated Financial Information
For the Quarter Ended 31 January 2013
The accompanying financial information for the quarter ended 31 January 2013 and 31 January 2012 has not been reviewed or audited by the Group's auditor and has an effective date of 27 March 2013.
Earnings (loss) per share
Rambler Metals and Mining Plc
Unaudited Notes to the Financial Statements
1. Nature of operations and going concern
The principal activity of the Group is the development and exploration of the Ming Copper-Gold Mine ("Ming Mine") located in Baie Verte, Newfoundland and Labrador, Canada.
The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on future trends in copper and gold prices, and its ability to continue generating positive cash flows from current operations. Through the use of current cash reserves and continued production, management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation which may give rise to the possibility that additional working capital may be required to fund unanticipated delays at the copper concentrator and continued mine production and the repayment of loans falling due for repayment in March 2014. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale; however, there is no certainty that these funds will be forthcoming. On this basis, the Directors have concluded that the Group is a going concern. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.
2. Accounting policies
Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended 31 July 2012. The following accounting policies have been applied or modified during the current quarter:
Revenue - Sale of concentrate
Revenue associated with the sale of copper concentrate is recognised when significant risks and rewards of ownership of the asset sold are transferred to the Group's off-taker, which is when the group receives provisional payment for each lot of concentrate invoiced. Where a provisional invoice is not raised, risks and rewards of ownership transfer when the concentrate passes over the rail of the shipping vessel. Adjustments arising due to differences in assays and weights, from the time of provisional invoicing to the time of final settlement, are adjusted to revenue.
Trade and other receivables
Trade and other receivables are generally stated at their cost less impairment losses. Receivables in respect of the sale of copper concentrate which contain an embedded derivative linking them to future commodity prices are measured at fair value through profit and loss and are treated as derivative financial assets or liabilities.
Financial instruments measured at fair value through profit and loss
Financial instruments measured at fair value through profit and loss, which includes all derivative financial instruments and receivables containing embedded derivatives arising from sales of copper concentrate, are measured at fair value at each balance sheet date with changes in value reflected directly within the income statement.
3. Intangible assets
4. Mineral Properties
5. Property, plant and equipment
6. Available for sale investments
Rambler holds a 17% equity stake Maritime Recourses Corp and an invitation to appoint a representative to join Maritime's Board of Directors. The market price at 31 January 2013 was $0.24 per share.
7. Inventories
8. Derivative financial asset
9. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For more information about the Group's exposure to interest rate and foreign currency risk, see note 13.
Finance lease liabilities
Finance lease liabilities are payable as follows:
Under the terms of the equipment lease agreements, no contingent rents are payable.
The bank loan is secured by way of a fixed charge over a property and is repayable in monthly instalments of $384 over 12 years.
Gold Loan
In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine gold production from its Ming Mine.
Under the terms of the agreement Sandstorm made staged upfront cash payments for the gold to the Group totalling US$20 million.
For this, in each production year following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is renewable in 10 year terms at the option of Sandstorm.
A 4.5% cash commission was payable with each payment received under the agreement.
The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as follows:
During the first fourteen months of production, repayments of US$8,624,569 were made from the delivery of 5,222 ounces of gold thereby satisfying the requirement to repay a minimum of US$3.6 million cash during the first and second 12 months and partially meeting the requirements for the third 12 months.
The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the carrying value of the loan the cash flows due under the agreement are forecast at each quarter end based on management's best estimates of the time of delivery of payable gold, the total amount of gold expected to be produced over the mine life and the timing of that production.
Interest of $818,000 was credited to the income statement during Q2/13 and $581,000 (31/01/12: $1,595,000) was charged to mineral properties in Q1/13.
The Gold Loan is secured by a fixed and floating charge over the assets of the Group.
Credit Facility
On 29 September 2011 the Group agreed a credit facility of up to $10 million with Sprott Resource Lending Partnership ("Sprott") for use as additional funding for the development of the Ming Mine. Subsequent to amending the agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn on 29 January 2012, the second instalment of $2.5 million was drawn on 30 January 2012 and the final instalment for the balance up to $10 million was available until 31 August 2012 but was not drawn. Interest accrues at a fixed rate of 9.25% per annum. On 26 March this agreement was amended such that the principle is repayable by 31 March 2014 and is secured by a fixed and floating charge over the assets of the Group. In connection with the credit facility, a structuring fee of $100,000 and a 3% commitment fee of $300,000 were paid to Sprott in cash. Pursuant to the terms of the credit facility, the Company issued $300,000 of ordinary shares of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash commitment fee. In addition, a further 4% drawdown fee on all amounts drawn under the credit facility was satisfied by the issuance of ordinary shares by the Company.
Financing and interest charges of $391,000 were expensed during Q2/13 and $392,000 (31/01/12: $247,000) were charged to mineral properties in Q1/13.
10. Provisions
The reclamation and closure provision has been made in respect of costs of land restoration and rehabilitation expected to be incurred at the end of the Ming Mine's useful life. The provision has been calculated based on the present value of the expected future cash flows associated with reclamation and closure activities as required by the Government of Newfoundland and Labrador. The provision relates to restoration of all three sites associated with the Ming Mine project: mill, mine and port sites. The liability is secured by Letters of Credit for $3,267,616.
11. Related parties
Transactions with key management personnel
Total key management personnel compensations were as follows:
12. Share-based payments
The number and weighted average exercise prices of share options are as follows:
The options outstanding at 31 January 2013 have an exercise price in the range of $0.16 to $1.10 and a weighted average remaining contractual life of 6.6 years (31 July 2012: 6.9 years).
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model. The contractual life of the option (10 years) is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes model.
The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information. There is no performance or market conditions associated with the share option grants.
13. Financial risk management
The Group's principal financial assets comprise: cash and cash equivalents, trade and other receivables. The Group financial liabilities comprise: trade payables; other payables; and accrued expenses. The Group's financial liabilities also include interest bearing loans and borrowings.
All of the Group's financial liabilities are measured at amortised cost and their financial assets are classified as loans and receivables and measured at amortised cost.
The board of directors determines, as required, the degree to which it is appropriate to use financial instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign exchange risk, interest rate risk, credit risk and liquidity risk each of which is discussed below.
Foreign currency risk
The Group's cash resources are held in GB pounds and Canadian Dollars and the Gold Loan is repayable in US dollars. The Group has a downside exposure to any strengthening of the GB pound as this would increase expenses in Canadian dollar terms. This risk is mitigated by reviewing the holding of cash balances in GB pounds. Any weakening of the GB pound would however result in the reduction of the expenses in Canadian dollar terms and preserve the Group's cash resources. In addition, any such movements would affect the Consolidated Balance Sheet when the net assets of the Parent Company are translated into Canadian dollars. The Group has a downside exposure to any strengthening of the US dollar as this would increase the amount repayable on the Gold Loan in Canadian dollar terms. This risk, however, is relevant only should the Gold Loan be repaid in cash under terms set out in note 8. Repayment is envisaged in payable gold which is denominated in US dollars. Once the Mine is in production, this will mitigate this foreign currency risk.
The Group does not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated with the Parent company's assets and liabilities as the foreign currency gains or losses are recorded in the translation reserve.
Exchange rate fluctuations may adversely affect the Group's financial position and results. The following table details the Group's sensitivity to a 10% strengthening and weakening in the GB pound against the Canadian/US Dollar. 10% represents management's assessment of the reasonable possible exposure.
Liquidity risk
With finite cash resources the liquidity risk is significant. The Group's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At 31 January 2013 the Group had a negative working capital of $6,074,000 including a credit facility balance of $6,857,000. Subsequent to the quarter ended 31 January 2013 the Group agreed the extension of its credit facility of $10 million for a further year. This extension, had it been agreement prior to 31 January 2013, would increase the negative working capital position to a positive $783,000. The maturities of other loans are disclosed in note 9.
The Group's trade payables, other payables and accrued expenses are generally due between one and three months and the Group's financial liabilities are due as follows:
Fixed rate financial liabilities
At the period end the analysis of finance leases, hire purchase contracts and loans which were all due in Canadian Dollars and are at fixed interest rates was as follows:
The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 January 2013 was 6.43%.
Credit risk
The Group holds the majority of its cash resources in Canadian dollars given that the majority of the Group's outgoings are denominated in this currency. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and management and Directors monitor events and associated risks on a continuous basis. There is little perceived credit risk in respect of trade and other receivables. The Group maximum exposure to credit risk at 31 January 2013 was represented by receivables and cash resources.
Interest rate risk
The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to twelve month's maximum duration. Details of the Group's borrowings are described in note 9.
If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's reported results.
Commodity price risk
Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the market prices of commodities. The Group is exposed to commodity price risk as its future revenues will be derived based on contracts with customers at prices that will be determined by reference to market prices of copper and gold at the delivery date.
The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold. In estimating the cash flows the following table details the Group's sensitivity to a 10% increase and a 25% decrease in the price of gold. These percentages represent management's assessment of the reasonable possible exposure.
Receivables in respect of the sale of copper concentrate which contain an embedded derivative linking them to future commodity prices are measured at fair value through profit and loss and are treated as derivative financial assets or liabilities. In estimating the cash flows the following table details the Group's sensitivity to a 5% increase or decrease in the price of copper. These percentages represent management's assessment of the reasonable possible exposure.
Financial assets
The floating rate financial assets comprise interest earning bank deposits at rates set by reference to the prevailing LIBOR or equivalent to the relevant country. Fixed rate financial assets are cash held on fixed term deposit.
At the period end the cash and short term deposits were as follows:
Fair values
In the directors' opinion there is no material difference between the book value and fair value of any of the group's financial instruments.
14. Subsequent Events
On 26 March 2013 the Group agreed terms for the extension of its $10 million credit facility to 31 March 2014. Under the amendment agreement the Group will pay Sprott, in shares, a 4% extension fee. Interest will continue to accrue at 9.25% and any drawdown on the facility will be subject to the 4% drawdown fee as per the original agreement. $3.0 million has been made available under the amended credit facility and is available until 30 September 2013. This extension, had it been agreed prior to 31 January 2013, would have resulted in a positive net working capital balance of $783,000.
On 20 February 2013 announced that Non-Executive Director Mr Merfyn Roberts resigned as a Director with immediate effective. The Board will have eight (8) remaining Executive and Non-Executive Directors with significant mining, commercial, financing and investing experience.
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Rambler Metals & Mining Plc
George Ogilvie, P.Eng.
President and CEO
709-800-1929 or 709-800-1921
Rambler Metals & Mining Plc
Corporate Office
+44 (0) 20 8652-2700
+44 (0) 20 8652-2719 (FAX)
Seymour Pierce
Stewart Dickson / Jeremy Stephenson
+44 (0) 20-7894 7000
Pelham Bell Pottinger
Charles Vivian / Daniel Thole
+44 (0) 20 7861 3921
Ocean Equities Limited
Guy Wilkes
+44 (0) 20-7786-4370
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Unternehmensinformation / Kurzprofil:
Datum: 27.03.2013 - 11:00 Uhr
Sprache: Deutsch
News-ID 243482
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contact information:
Town:
LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR
Kategorie:
Mining & Metals
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