🕐25.09.09 - 21:41 Uhr
RAMBLER NOTICE OF EGM CIRCULAR
25 September 2009
RAMBLER NOTICE OF EGM CIRCULAR
London, England & Baie Verte, Newfoundland and Labrador Rambler Metals and
Mining plc (Rambler) (TSXV: RAB, AIM: RMM) is pleased to announce that
following the announcement on 9 September it has posted a circular to
shareholders today convening an extraordinary general meeting of the Company
on 11.00 a.m.
on 20 October 2009.
The Company announced on 9 September 2009 that it had signed an acquisition
agreement with Crew Gold Corporation for the acquisition of the Nugget Pond
gold processing facility, located on the Baie Verte Peninsula in
Newfoundland approximately 40km from Ramblers Ming Mine, for a total
consideration of C$3.5 million (the Acquisition Agreement).
This
acquisition will accelerate the Company towards its goal of producing gold
and copper from the Rambler deposit using the Nugget Pond Mill which is
fully permitted and will be retro-fitted to process Rambler ore starting
June 2010.
The purchase price needs to be paid to Crew Gold Corporation by
9 December 2009.
The Company is currently considering various options to raise the funds to
satisfy the consideration payable under the Acquisition Agreement, including
the issue of equity through a placing of ordinary shares.
While it is
expected that insiders of the Company may participate in any such placing,
no new control person (as defined in applicable securities laws and stock
exchange rules) is expected to result.
The Board is seeking shareholders
approval to allow the Company, inter alia, to undertake such a placing on a
non-pre-emptive basis.
The Board is also seeking to amend its Articles of Association in order to
take advantage and account of the provisions of the Companies Act 2006 (the
2006 Act).
Reasons for calling the Extraordinary General Meeting
Section 80 of the Companies Act 1985 (the 1985 Act) prohibits directors
from allotting any shares in the Company without prior authority from
shareholders.
Section 89 of the 1985 Act gives holders of equity securities
certain rights of pre-emption on the issue for cash of new equity
securities.
The section 80 authority granted to the directors by shareholders at the
annual general meeting of the Company held on 3 December 2008 permits the
directors to allot equity securities in the Company up to an aggregate
nominal amount of 197,950.00, being 19,795,000 ordinary shares.
The section 89 authority granted at the same meeting permits the directors
to allot shares in respect of issues by way of rights (except where
difficulties arise in offering shares to certain overseas shareholders and
in relation to fractional entitlements) and allotments (other than in
respect of rights issues) of equity securities having an aggregate nominal
amount not exceeding 59,385.00 (being 5,938,500 ordinary shares and
representing approximately 10 per cent.
of the issued share capital of the
Company as at the date of the annual general meeting).
In order to allow the directors flexibility in seeking finance, the
Directors wish to seek an additional section 551 authority under the 2006
Act (which replaces section 80 authority under the 1985 Act from 1 October
2009) in respect of 593,850.00, representing 59,385,000 ordinary shares,
i.e.
100% of the current issued ordinary share capital and a section 561
authority under the 2006 Act (which replaces section 89 authority under the
1985 Act from 1 October 2009) for the same amount.
Full use of such
authorities by the Company would lead to 100% dilution of all shareholders
not taking further ordinary shares.
Ordinary shares may be issued (subject
to applicable stock exchange rules) at a significant discount to the market
price of such ordinary shares at the time of issue.
The authorities sought
will expire at the end of the Companys annual general meeting to be held in
2009.
In addition, the directors believe that it is in the best interests of the
Company to take advantage of the provisions of the 2006 Act, particularly in
relation to electronic communications, retirement of directors and
directors duties in relation to conflicts of interests, and therefore
recommend the adoption of new Articles of Association, full details of which
are contained in the Notice to shareholders.
The circular to shareholders has been posted today and is available on the
Companys website at www.ramblermines.com.
For further information, please contact:
George Ogilvie, P.Eng.
President and CEO
Rambler Metals and Mining
Canada Limited
Tel No: 709-532-4990
Leslie Little
Company Secretary
Rambler Metals & Mining Plc
Tel No: +44 (0) 14-8341-9942
Nandita Sahgal
Seymour Pierce Limited
Tel No: +44 (0) 20-7107 8000
Chelsea Hayes/Klara Kaczmarek
Pelham Public Relations
Tel No: +44 (0) 20-7337-1523 /20-7337-1524
Website: www.ramblermines.com
Neither TSX Venture Exchange nor the Investment Industry Regulatory
Organization of Canada accepts responsibility for the adequacy or accuracy
of this release.
About the Company
The Rambler property had been a former underground copper and gold producing
property that ceased production when the deposit reached a then third party
property boundary.
This neighbouring property was subsequently consolidated
before being brought into the Company.
The Company now owns a 100% interest
in the property.
The principal activity of the Group is carrying out development and
exploration on the Rambler Property a mineral exploration property located
on Newfoundland and Labradors Baie Verte Peninsula.
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