30 July 2021

Posting of Circular and Notice of General Meeting

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,  today confirms that a shareholder circular containing a notice of general meeting of the Company, will shortly be posted to shareholders of the Company (the "Circular").

The Circular is also available on the Company's website at www.ramblermines.com, along with a form of proxy to vote at the general meeting of shareholders of the Company to be held at 2:00p.m. London time on 18 August 2021 at Rambler Metals and Mining Canada Limited, Route # 418, Ming's Bight Road, NL, A0K 3S0, Canada. 

Background

The purpose of the General Meeting ("GM") is to pass resolutions required to enable the Company to allot up to a maximum of 30,000,000 Conversion Shares pursuant to its obligations under the Convertible Loan Note ("CLN") with Riverfort Global Opportunities PCC Limited and YA II PN (the "Noteholders"), as announced on 30 June 2021.  Under the terms of the CLN, the Company is required to have sufficient Shareholder authority as at the relevant drawdown date to issue such number of Ordinary Shares as may be required to fulfil two times the Company's obligations in respect of any conversion of any advance and/or interest, into Ordinary Shares, as required under the CLN ("Conversion").  For the avoidance of doubt, it is expected by the Company that the allotment and issue of approximately 15,000,000 new Ordinary Shares is likely to be sufficient to allow the Company to satisfy its obligations under the CLN (based on the recent share price and subject to any fluctuations in the Company's share price and changes in the exchange rate in US dollars and pounds sterling).  For the further avoidance of doubt, the authority sought will only allow shares to be issued for the purposes of meeting the obligations of the CLN and for no other purpose.

The proposed authority to allot the Conversion Shares to the Noteholders pursuant to the terms of the CLN would therefore allow the Company to draw down an additional $4 million from the Noteholders if required.

Details of GM

In order to protect the health and safety of all and to avoid any unnecessary foreign travel by the Directors, the GM will be hosted from Newfoundland, Canada.

At the date of this notice according to current Public Health Guidelines applicable in Newfoundland and Labrador, formal indoor gatherings are limited to 200 people, or 75% of the capacity of the venue, whichever is less. Attendees are required by applicable laws to wear a non-medical mask in indoor public spaces, and to maintain social distancing. However, the public is being urged to exercise caution as COVID-19 remains a prevalent risk. The Board remains committed to protecting the health and well-being of its Shareholders and of the general public. Therefore, it is regrettably the opinion of the Board that due to the continued risk presented by COVID-19, Shareholders should not physically attend the GM. Accordingly, the Board strongly urges Shareholders to consider whether travelling to and attending the GM would be necessary under the current circumstances. In any event, attendees will be required (if appropriate) to wear face coverings and keep a distance between themselves and other attendees.

Shareholders are therefore encouraged to submit a Form of Proxy by following the instructions in the Circular and are urged to appoint the Chairman of the meeting as his or her proxy.

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.

Rambler's focus is to regain its production profile at 1,350   metric tonnes per day at 2% Cu in the course of 2021 and evaluate expansion opportunities from that base.

Along with the Ming Mine, Rambler also owns 100 per cent of the former producing Little Deer/Whales Back copper mines.

Rambler is listed in London under AIM:RMM.

For further information, please contact:

Website: www.ramblermines.com