Rambler Metals and Mining plc: Sale and Investment Solicitation Process

April 18, 2023

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”) are commencing a sale and investment solicitation process (the “SISP”) in respect of the business, assets, and undertakings of the Rambler Group (collectively, the “Business”). 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 p.m. 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 [email protected], 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

About Grant Thornton Limited

Grant Thornton Limited, Licensed Insolvency Trustees, is one of the largest bankruptcy, insolvency, and restructuring service firms in Canada. The debt professionals at Grant Thornton are passionate about making a difference for their clients, colleagues, and communities. Grant Thornton Limited is a Canadian member of Grant Thornton International Ltd. We have offices conveniently located across Canada, and offer a full range of debt help services for the audit, tax and advisory firm, Grant Thornton LLP.

About Grant Thornton LLP

Grant Thornton LLP is a leading Canadian accounting and advisory firm providing accounting, audit, tax and advisory services to private and public organizations. We help dynamic organizations unlock their potential for growth by providing meaningful, actionable advice through a broad range of services. Grant Thornton LLP is a Canadian member of Grant Thornton International Ltd, whose member and correspondent firms operate in over 130 countries worldwide. A listing of Grant Thornton offices and contact information can be found at: www.GrantThornton.ca.

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