Mr.
George Ogilvie reports
RAMBLER METALS AND MINING PLC: COMPLETION OF SUBSCRIPTION BY TINMA INTERNATIONAL LTD
Rambler Metals and Mining PLC, further to the announcement of March 6, 2012, has completed the offer from Tinma International Ltd., a wholly owned subsidiary of a China-based investor, to become a strategic shareholder in Rambler by way of a non-brokered private placement of 10,403,980 ordinary shares at a placing price of 44 cents (approximately 0.28 pence) per ordinary share.
The listing of the subscription shares on the TSX Venture Exchange has been approved by the TSX-V, and the admission of the subscription shares to trading on the London Stock Exchange Alternative Investment Market took place on March 19, 2012. Pursuant to the requirements of the TSX-V, the subscription shares are subject to a hold period until July 20, 2012, in respect of trades in Canada or trades to or for the benefit of a Canadian resident.
In connection with the subscription, and as previously announced, the company has granted to Tinma a right of first refusal to participate in all subsequent equity fundraisings so as to enable Tinma to increase its shareholding in the company to not more than 19.9 per cent of the issued share capital of the company, and thereafter to maintain its percentage shareholding for so long as it holds at least 10 per cent of the issued share capital of the company. As well, Tinma has been granted the right to nominate one director to the Rambler board of directors for such time as Tinma controls (directly or indirectly) at least 9.9 per cent of the company's issued share capital, and will have the right to nominate a second member of the board for such time as Tinma controls (directly or indirectly) at least 15 per cent of the company's issued share capital. An announcement will be made in due course regarding Tinma's director representative.
For the purposes of the disclosure and transparency rules, the company's total issued share capital at the date of this notice consists of 135,242,228 ordinary shares at one cent each.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine their interest if they are required to notify their interest in, or a change to their interest in, the company, under the disclosure and transparency rules.
Following the issue of subscription shares, Tinma has an interest in 13,388,980 shares, representing approximately 9.9 per cent of the issued share capital of Rambler.
Further details can be found in the announcement of March 6, 2012.
We seek Safe Harbor.
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