SOURCE: Rambler Metals & Mining Plc

January 13, 2016 12:48 ET

LONDON, UNITED KINGDOM and BAIE VERTE, NL–(Marketwired – Jan 13, 2016) – Rambler Metals and Mining plc, a Canadian copper and gold producer, explorer and developer (TSX VENTURE: RAB) (LSE: RMM) (AIM: RMM) (“Rambler” or the “Company”) reports that on 12 January 2016, the Company closed the previously announced acquisition of all the issued and outstanding shares of Thundermin Resources Inc. (TSX VENTURE: THR) (“Thundermin”) by way of a three cornered amalgamation under the Business Corporations Act (Ontario) pursuant to which 2496825 Ontario Inc., a wholly owned subsidiary of Rambler, has amalgamated with Thundermin (the “Amalgamation”).

Under the terms of the Amalgamation, shareholders of Thundermin received 0.061261 ordinary shares in the capital of Rambler for every one common share held (the “Exchange Ratio”). As a result of the Amalgamation, Rambler issued 7,142,857 ordinary shares. In addition, Rambler issued 183,474 options of Rambler to the previous holders of options of Thundermin based upon the Exchange Ratio. The Amalgamation results in the consolidation of the assets of Rambler and Thundermin under one corporate structure.

Further to the Company announcement on 22 December 2015, the transaction did not close on 31 December 2015 as previously notified, but the Consideration Shares have now been admitted for trading on AIM. The Consideration Shares will rank pari passu with the existing ordinary shares in issue. Following the Amalgamation the Company’s total issued share capital consisting of 151,311,085 ordinary shares of one penny each. There are no shares held in Treasury.

As part of the Amalgamation all employees of Thundermin have been provided with notice of termination. Any pay in lieu of notice or change in control payments (as applicable) will be settled in cash or shares in accordance with the terms of their respective employment contracts. Any shares issued by Rambler as part of this post-closing requirement will be dealt with under a separate AIM application and will be filed in the coming weeks.

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