TIDMRMM
Rambler Metals & Mining PLC
17 April 2023
Rambler Metals and Mining PLC / AIM: RMM / Sector: Natural
Resources
17 April 2023
Rambler Metals and Mining PLC
Sale and Investment Solicitation Process
London, England, Newfoundland and Labrador, Canada -- Rambler
Metals and Mining plc (AIM: RMM) ("Rambler"), a copper and gold
producer, explorer and developer, announces that Rambler Metals and
Mining Canada Limited and 1948565 Ontario Inc. (collectively, the
"Rambler Group" or the "Company") has announced the commencement of
a sale and investment solicitation process (the "SISP") in respect
of the business, assets and undertakings of the Rambler Group
(collectively, the "Business"). The Rambler Group operates a copper
and gold mining business located in Baie Verte, Newfoundland and
Labrador. The Company's mineral resource estimates from May 2022
estimate there are 428,000 tonnes of in-situ copper, 271,000 ounces
of in-situ gold, and that the mine has an estimated remaining mine
life of 19 years. The SISP will be conducted by Grant Thornton
Limited ("GTL"), in its capacity as Court-appointed monitor of the
Company (the "Monitor"), with the assistance of the Rambler
Group.
The SISP will be conducted in the context of the Company's
ongoing proceedings under the Companies' Creditors Arrangement Act
(Canada) (the " CCAA "). On February 27, 2023, the Company obtained
an initial order (as amended and restated, the " Initial Order ")
from the Supreme Court of Newfoundland and Labrador (the " Court ")
granting the Company protection under the CCAA. The Initial Order
also appointed GTL as the Monitor. On March 15, 2023, the Initial
Order was further amended and restated by the Court. At said
hearing the Court granted an order (the " SISP Order "),
authorizing the Monitor in conjunction with the Company to
undertake a sale and investment solicitation process (" SISP ") for
the sale of the Rambler Group's Business.
The SISP is intended to solicit interest in and opportunities
for a sale of, or investment in, all or part of the Company's
Business. This may include one or more of a restructuring,
recapitalization or other form of reorganization of the business
and affairs of all or part of the Company as a going concern, or a
sale of all, substantially all, or a portion of the Company's
Business as a going concern or otherwise.
Interested parties who wish to submit a bid must deliver a
non-binding letter of interest to the Monitor in accordance with
the SISP by no later than 5:00 pm Newfoundland Standard Time on May
19, 2023 (the " Phase 1 Bid Deadline "). The Monitor and the
Company will assess the letters of interest received on or before
the Phase 1 Bid Deadline and may determine to proceed to a second
phase of the process (" Phase 2 ") or alternatively proceed to
negotiate definition transaction documentation with a bidder or
terminate the SISP. Should the SISP proceed to Phase 2, qualified
bidders will be notified accordingly. Any transaction will be
subject to the approval of the Court.
There can be no assurance the SISP will result in a transaction
and given the level of secured debt obligations of the Company,
there can be no assurance with respect to the levels of recovery,
if any, for the Company's unsecured creditors or shareholders.
A copy of the SISP and further information on the Company's CCAA
proceedings may be found on the Monitor's website at:
www.GrantThornton.ca/Rambler. Any party interested in participating
in the SISP can find a copy of the solicitation letter and
non-disclosure agreement (" NDA ") on the Monitor's website, and
may gain access to due diligence materials and the Confidential
Information Memorandum by executing an NDA and emailing it to
Rambler@ca.gt.com, subject line "Rambler NDA - Bidder Name".
Further contact details for the Monitor are noted below: Grant
Thornton Limited, Court-appointed Monitor of the Rambler Group.
Attn: Liam Murphy/ Jason Kanji / Corey Hines
Email: Rambler@ca.gt.com
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:
Celeste Van Tonder T im Sanford. P. Eng.
CFO VP & Corporate Secretary
Rambler Metals & Mining Rambler Metals & Mining
Plc Plc
Tel No: +1 (709) 800 Tel No: +1 (709) 532
1929 5736
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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April 17, 2023 02:00 ET (06:00 GMT)
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