Rambler Metals and Mining PLC Second Quarter Results 2012 & Operational Highlights

LONDON, ENGLAND and BAIE VERTE, NEWFOUNDLAND AND LABRADOR -- (Marketwire - March 22, 2012) - Rambler Metals and Mining PLC (TSX VENTURE: RAB) (AIM: RMM) ("Rambler" or the "Company") today is pleased to report its financial results and operational highlights for the three months ended 31 January 2012. Over the quarter, the Company successfully moved into production, producing gold during the commissioning and testing of 1806 zone ores, at its 100% owned Ming Copper-Gold Mine in Newfoundland's Baie Verte Peninsula, Canada.


Operational Achievements

- A total of 4,022 ounces of gold were processed from the Ming Mine of which 3,563 ounces were poured and shipped for further refining at an average price of CAD$1,662/oz

- Gold recoveries of nearly 91% in the first quarter of gold production

- Total of 38,922 tonnes of the gold rich ore were mined with an additional 39,677 tonnes either developed, drilled or blasted

- Finalized an off-take agreement for the copper concentrates production from the Ming Mine with Transamine Trading for the sale of 85,000 tonnes of concentrates over the initial 6 year mine life, at international market rates

- Draw down of the second installment of CAD$2.5 million from the $10.0 million credit facility issued by Sprott Resource Lending Partnership. The remaining CAD$2.5 million is available until August 2012


Financial Highlights (All expressed in CAD$)

- Revenue: $2.5 million in Q2 realized on the physical sale of 1,459 ounces of gold produced during the commissioning and testing of 1806 zone ores with an additional $3.6 million realized subsequent to the quarter end on the sale of remaining 2,104 ounces poured and shipped during Q2; all revenues offset against mineral property expenditures; (Q2 2011: $1.2 million realized on the Group's Tilt Cove satellite deposit)

- Net loss: $1,039,000 in Q2 (Q1 2012: $845,000 / Q2 2011: $555,000) including a Foreign Exchange loss of $267,000 resulting from the strengthening of the USD relative to CAD on the translation of the USD gold loan

- Cash flows utilized in operating activities: $530,000 in Q2/12 compared to $1,284,000 generated from operating activities in Q1/12 (Q2 2011:cash flows utilized of $979,000)

- Cash resources as at January 31, 2012 were $4.0 million (as of March 22, 2012: $7.1 million). A further $2.5 million is available under the Group's Credit Facility Agreement


Post-period highlights

- On February 8, 2012 the Group announced the purchase of Ming Mine's 2% net smelter royalty held by Philippine Metals Inc., formerly Meridian Mining Corporation, for CAD$600,000 to bring the net smelter royalty down to 2.5% from 4.5%

- On February 15, 2012 the Group acquired a 17% stake and a board position in Maritime Resources Corp for a total consideration of $1,035,000

- On March 6, 2012 the Group accepted an offer from Tinma International Ltd ('Tinma') to become a strategic shareholder for a total cash consideration of $4.58 million, issuing new shares to bring Tinma's total shareholding to approximately 9.9% of the issued share capital

- On March 15, 2012 the Group announced a favorable Preliminary Economic Assessment that sees the potential for an expansion of the Ming Mine into the Lower Footwall Zone ('LFZ') following additional value optimization studies and later a bankable feasibility study


George Ogilvie, President and CEO, Rambler Metals & Mining commented:

"I am pleased to report a successful first quarter of production, producing gold during the commissioning and testing of 1806 zone ores, from our 100% owned Ming Mine. Bringing this mine into production is a testament to the hard work of all Rambler employees and speaks to the broad success of this team. While the company enjoys first gold pours and ramping up of production we look forward to the mining of higher grade ore from the 1807 zone while firing up our copper production capacities.

"The next few quarters will be very significant for Rambler, particularly as we move the Ming Mine into commercial production. We will seek to continue optimizing the mining and processing of ores while taking a closer look at the LFZ. Furthermore, we will continue to develop and explore the various zones for additional opportunities.

"I continue to be optimistic about Rambler's long term strategy to become the region's low-cost producer by continuing to assess opportunities for joint ventures or acquisitions."


ABOUT RAMBLER METALS AND MINING

Rambler Metals and Mining plc is a Junior Mining Company that has 100% ownership of the Ming Copper-Gold Mine in Baie Verte, Newfoundland and Labrador, Canada. As a producing gold and copper miner, our objective is to become a mid-tier mining company by continuing the development of the Ming Mine, discovering new deposits and through mergers and acquisitions.

The initial six years of the Ming Mine project is based on the underground mining of massive sulphides with a mineable reserve estimate of 1.498 million ore tonnes grading 1.62% copper, 2.40 g/t gold and 10.90 g/t silver (24,252 tonnes of copper, 115,549 ounces of gold and 525,139 ounces of silver of contained metal). All massive sulphide zones remain open both up and down plunge with the current exploration program focused on extending the known mineralization for inclusion in the resource/reserve estimate.

In addition to the outlined reserve estimate there is a sizeable footwall deposit, beneath the massive sulphide horizon, that has been outlined with an indicated resource grade of 18,306k tonnes grading 1.43% copper (261,258 tonnes of contained copper at a 1.00% copper cut-off grade). This zone forms the basis of the preliminary economic assessment, recently completed by the Company, which envisions the Ming Mine transitioning itself into a bulk tonnage mining operation. For further information on the Ming Mine project, please refer to the Company's NI 43-101 compliant technical reports, available under the Company's profile on SEDAR (www.sedar.com).

Over the coming months and years, as the Company seeks to optimize the Ming Mine project into cash positive position, it is expected that future expansion into the footwall zone will be formalized with the goal of maximizing returns for shareholders and increasing the life of mine.


Caution Regarding Forward Looking Statements:

Certain information included in this press release, including information relating to future financial or operating performance and other statements that express the expectations of management or estimates of future performance constitute "forward-looking statements". Such forward-looking statements include, without limitation, statements regarding the financial strength of the Company, estimates regarding timing of future development and production and statements concerning possible expansion opportunities for the Company. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, interpretation and implications of drilling and geophysical results; estimates regarding timing of future capital expenditures and costs towards profitable commercial operations. Other factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, increases/decreases in production; volatility in metals prices and demand; currency fluctuations; cash operating margins; cash operating cost per pound sold; costs per ton of ore; variances in ore grade or recovery rates from those assumed in mining plans; reserves and/or resources; the ability to successfully integrate acquired assets; operational risks inherent in mining or development activities and legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals and environmental protection. Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law.



Management's Discussion & Analysis ('MD&A')

For the Quarter Ended January 31, 2012

This MD&A, including appendices, is intended to help the reader understand Rambler Metals and Mining plc ('the parent company') and its subsidiaries (the 'Group' or 'Rambler'), our operations and our present business environment. It has been prepared as of March 22, 2012 and covers the results of operations for the quarter ended January 31, 2012. This discussion should be read in conjunction with the audited Financial Statements for the year ended July 31, 2011 and notes thereto. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and their interpretations adopted by the International Accounting Standards Board ("IASB"), as adopted by the European Union and with IFRS and their interpretations adopted by the IASB. The presentation currency is Canadian dollars. These statements together with the following MD&A are intended to provide investors with a reasonable basis for assessing the potential future performance.


Rambler Metals and Mining plc
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

CONTENTS
GROUP OVERVIEW 2
HIGHLIGHTS OF THE SECOND QUARTER 3
FINANCIAL RESULTS 5
HEALTH AND SAFETY 6
OUTLOOK 6
CAPITAL PROJECTS UPDATE 7
FINANCIAL REVIEW 10
SUMMARY OF QUARTERLY RESULTS 11
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION 12
COMMITMENTS AND LOANS 14
SUBSEQUENT EVENTS 16
APPENDIX 1 - LOCATION MAP 17
APPENDIX 2 - SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE 18
APPENDIX 3 - CRITICAL ACCOUNTING POLICIES AND ESTIMATES 19
CHANGES IN ACCOUNTING POLICIES 21
APPENDIX 4 - OTHER MATTERS 22
Outstanding Share & Option Data 22
Forward Looking Information 22
Forward Looking Information (continued) 23
Further information 23

GROUP OVERVIEW

The principal activity of the Group is the development, mining and exploration of the Ming Copper-Gold Mine ('Ming Mine') located on Newfoundland and Labrador's Baie Verte Peninsula. See Appendix 1. On November 28, 2011 the Group was successful in bringing the mine into production while testing and commissioning with 1806 ores and continues to pour gold doré on a bi-weekly basis.

The parent Company's Ordinary Shares trade on the London AIM market under the symbol "RMM" and the TSX Venture Exchange under the symbol "RAB".

The Group has established the following three strategic goals:

Become a profitable copper and gold producer by maximizing the use of the Nugget Pond processing facility.
Increase existing Ming Mine resources and reserves through further exploration.
Selectively pursue growth opportunities within Atlantic Canada including joint ventures, acquisitions, strategic alliances and equity positions.

The Group's directors and management believe that focussing on these priorities will provide a solid foundation for the Company while providing the best opportunity to build a successful and long term mining company.

HIGHLIGHTS OF THE SECOND QUARTER

During the quarter Management successfully brought the Ming Mine into production, producing gold during the commissioning and testing of 1806 zone ores. Trucking of gold ore from the mine to the Group's processing facilities at Nugget Pond began on November 28, 2011 followed by the Company's first gold doré being poured on December 12, 2011. While milling to date has been through the gold hydrometallurgical facility, during the quarter final construction on the new copper concentrator was completed and is now ready for 'live' commissioning. This quarter marks a significant milestone for the business with first commissioning revenues being produced from its 100% owned Ming Copper-Gold Mine. Rambler Metals and Mining plc is now a step closer to commercial production.

Highlights of the second quarter of the 2012 fiscal year included:

Capital Development and Production

Since the start of testing and commissioning of 1806 ores in November 2011, a total of 4,022 ounces of gold was processed of which 3,563 ounces were poured and shipped for further refining. The higher than projected refined ounces is a result of slightly higher head grade than estimated in the 1806 reserve. Through continued testing throughputs improved during the period, averaging 600 metric tonnes per day ('mtpd') with the highest one day throughput being 695 mtpd. Recovery of gold through the plant continued to improve and was nearing 91% by quarter end while testing continues to address the lower silver recoveries being experienced.

With all construction and dry commissioning of the copper concentrator complete, the new facility is ready for 'live' ore commissioning once the developed tonnes of the 1806 zone are finished being mined and milled. At quarter end a total of 38,922 tonnes of the gold rich ore were mined with an additional 39,677 tonnes either developed, drilled or blasted. Development into the high grade copper 1807 zone is also continuing with ore being stock piled when level access is available. Of particular importance is the completed development into the Lower Footwall Zone which will provide the initial 15,000 tonnes to the concentrator once commissioning begins in calendar 2Q 2012.

Financing & Off-take Agreement

Finalized an off-take agreement for the copper concentrates production from the Ming Mine with Transamine Trading for the sale of 85,000 tonnes of concentrates over the initial 6 year mine life, at international spot rates. The agreement includes a provisional payment for concentrates as it arrives at the Goodyear's Cove port facility which is of particular importance as it will ensure steady cash flow to the Group as soon as concentrate production begins in calendar 2Q 2012.

Upon the completion of a second site visit from Sprott Resource Lending Partnership and execution of the off-take agreement the final tranche of CAD$5.0 million was made available on the previously announced Credit Facility Agreement of September 29, 2011. On January 30 the Group drew down its second installment of CAD$2.5 million from the $10.0 million credit facility. The remaining CAD$2.5 million is available until August 2012. A portion of the funds were used subsequent to the quarter end to buyout a 2% royalty encumbrance held on the Ming Mine property (see Subsequent Events, page 16).

Subsequent to the quarter ended January 31, 2012, completed a non-brokered private placing with a strategic partner, Tinma International Ltd. ('Tinma'), a wholly-owned subsidiary of a China-based investor, by issuing 10,403,980 ordinary shares at a placing price of CAD $0.44 per ordinary share for total proceeds of $4.58 million (see Subsequent Events, page 16).

Exploration and evaluation

Subsequent to the quarter ended January 31, 2012 completed a NI43-101 preliminary economic assessment to evaluate the profitability of mining the Group's Lower Footwall Zone. This assessment evaluated the potential for an expansion program to first optimize then transition the Ming Mine into a bulk tonnage operation. The results showed positive economics, good internal rate of return and significant cash flow in addition to numerous areas of opportunities which can only further improve the findings in future studies (see Subsequent Events, page 16).

Staffing

Coinciding with the start of production, the Nugget Pond facility was staffed through the addition of 14 employees to the operating, electrical and maintenance fields. Throughout the quarter the mine operation continued to fill underground staffing positions as dictated by production and development requirements.

At quarter end a total of 117 full time employees were employed at the Ming Mine.

FINANCIAL RESULTS

Revenue

A total of 4,022 ounces of gold were processed from the Ming Mine of which 3,563 ounces were poured and shipped for further refining. Of the 3,563 ounces shipped, 1,459 ounces were physically sold (settled) under the Group's refining agreement at an average price of CAD$1,662 resulting in $2.5 million in revenue during the quarter. The remaining 2,104 ounces were settled subsequent to the quarter end at an average price of CAD$1,710 yielding gross revenue of $3.6 million. Revenues realized during the testing and commissioning of the Ming Mine are credited to Mineral Property until commercial production is achieved.

Loss

The net loss for the quarter ended January 31, 2012 was $1,039,000 including an exchange loss of $267,000 or $0.008 per share compared to a net loss of $845,000 for Q1/12 and a net loss of $555,000 for Q2/11. The exchange differences arise on the period end translation of the USD Gold Loan. Exchange losses experienced through the first two quarters of fiscal 2012 were $988,000 and relate to the weakening of the Canadian Dollar against the US dollar. Q2/12 net loss increased as no profit was realized from the Group's Tilt Cove satellite deposit during the quarter and the project is now suspended pending further economic evaluation.

Cash flow and cash resources

Cash flows utilized in operating activities were $530,000 in Q2/12 compared to $1,284,000 generated from operating activities in Q1/12 and cash flows utilized of $979,000 in Q2/11. The increase in the cash utilized is due to the cessation of ore processing from the Group's Tilt Cove satellite deposit and changes in working capital.

Cash resources (including short-term investments) as at January 31, 2012 were $4.0 million and as of March 22, 2012 had increased to $7.1 million. A further $2.5 million is available under the Group's Credit Facility Agreement.

HEALTH AND SAFETY

The Group completed the quarter with no lost time accidents and 3 medical aid injuries. No time was lost as all injured employees were handled through Rambler's Return to Work Program.

The Health and Safety of the Group's employees continues to be a high priority with prevention and hazard recognition being key components of the Group's strategy.

OUTLOOK

Management continue to pursue the following objectives:

Move the Ming Mine into commercial production before the end of fiscal year 2012.

Continue mining and milling the exposed 1806 workplaces for the continued generation of revenues from the Ming Mine. Additional development focus has been put into preparing the high grade 1807 for processing during calendar 2Q 2012. This new development has permitted further exploration both up-dip and down-dip for inclusion in future resource and reserve estimates.

Optimize the mining and processing of ores from the Ming Mine in addition to continue to evaluate a possible future expansion into the Lower Footwall Zone.

Become a strategic long term low-cost producer on the Baie Verte Peninsula, and throughout Atlantic Canada, by selectively pursuing growth opportunities including joint ventures and acquisitions, including the Group's investment in Maritime Resources Corp subsequent to quarter end (see Subsequent Events, page 16).

See 'Forward Looking Information' for a description of the factors that may cause actual results to differ from forecast.

CAPITAL PROJECTS UPDATE

During the quarter the Group incurred $7,059,000 on Mineral Property offset by revenue of $2,479,000 from gold production, $3,992,000 on property, plant and equipment and $38,000 on exploration and evaluation of the Ming Mine.
Mineral Property (capital development) Q2/12 Q1/12 Q2/11
$,000 $,000 $,000
Labour costs 2,031 1,789 923
Contractors' and consultancy expenses 88 143 1,085
General materials and other costs 250 271 289
Surface development 171 64 117
Underground development 1,666 1,121 1,141
Royalties 57 - -
Processing and ore transportation 1,223 - -
Sub-total 5,486 3,388 3,555
Finance costs 1,408 630 220
Depreciation 1,056 914 386
Reclamation and closure provision 23 (98 ) 51
Total 7,059 4,834 4,212
Revenue recognized from gold production (2,479 ) - -
Net 5,494 4,834 4,212

Mineral property costs increased in Q2/12 compared to Q1/12 in line with an increase in underground capital development and the start of production. Labour and underground development costs increased over the comparable quarters in line with the hiring of an additional 19 full time employees and the commencement of production which also resulted in the Group's first processing and ore handling and royalty expenditures. Finance costs increased in Q2/12 when compared to Q1/12 due to the timing of planned production and the market price of gold increasing the interest charges on the Gold Loan liability. Increased costs in Q2/12 compared to Q2/11 relate to the ramp up in development following the decision to bring the Ming Mine back into production in Q1/11. Prior to the mine being considered substantially complete and ready for its intended use, all direct operating costs, including costs associated with stockpile ores, are capitalized within mineral property and offset by revenues generated from ongoing production.
Mineral Property (capital development of by area, before finance cost, depreciation and reclamation) Q2/12 Q1/12 Q2/11
$,000 $,000 $,000
Surface 997 623 265
1806 ore zone 1,440 695 8
1807 ore zone 212 15 827
Lower Footwall ore zone 103 168 -
Ramp improvements & ongoing maintenance 1,288 1,403 667
Shaft manway rehab 8 20 1,400
Administrative 427 452 388
Port site 96 12 -
Nugget Pond Mill 914 - -
Total 5,486 3,388 3,555

Surface related costs increased in Q2/12 compared to Q2/11 mainly due to the ore transportation of 1806 ores to the Nugget Pond Mill. Increased costs experienced on the 1806 ore zone in line with continue development and the Group's first production mining. 1807 ore zone expenditures increased in Q2/12 compared to Q1/12 in preparation of developing the next stopes for production upon the completion of 1806 ores. Lower Footwall ore zone expenditures in Q2/12 relate to ongoing development aimed at accessing ores for the commissioning of the Group's copper concentrator.
Property, plant and equipment Q2/12 Q1/12 Q2/11
$,000 $,000 $,000

Mill purchase and construction 1,671 4,160 4,536
Plant and equipment 2,089 72 3,790
Buildings 152 510 674
Other assets 80 91 17
Total 3,992 4,833 9,017

Mill purchase and construction reduced during Q2/12 compared to Q1/12 reflecting the substantial completion of the copper concentrator. Plant and equipment increased Q2/12 compared to Q1/12 due to the capital lease acquisition of a further scoop tram and mine truck. Buildings reduced in Q2/12 compared to Q1/12 reflecting the addition of the Goodyear's Cove Storage facility during Q1/12.
Exploration and evaluation costs (Ming Mine) Q2/12 Q1/12 Q2/11
$,000 $,000 $,000

Labour costs - - 1
Consultancy expenses 248 38 14
Operating costs - - 1
Total 248 38 16

Following the completion of the Ming Mine feasibility study, the Ming Mine project moved from pure Exploration & Evaluation into the Mine Development stage. Exploration expenditures incurred during Q2/12 related to the ongoing preliminary economic assessment of the Lower Footwall Zone of the Ming Mine.

FINANCIAL REVIEW
Q2/12 Results ($000's) Commentary Comparatives
Q1/12 B/(W)* Q2/11 B/(W)
- Revenue in Q1/12 was generated through gold sales from the Group's Tilt Cove East Mine and the further refining of slag materials from the Nugget Pond Crown Pillar satellite deposits. Revenue in Q2/11 was from toll processing agreements. Revenues realized in Q2/12 during the testing and commissioning of the Ming Mine have been credited against Mineral Property and will continue until commercial production is achieved (see 'Ming Mine Revenue' below). 1,219 - 266 -
- Operating Costs in Q1/12 related to processing, mining, royalty and general and administrative costs associated with the Group's Tilt Cove East satellite deposit completed in August 2011. Q2/11 costs were incurred from a toll processing agreement. 674 - 198 -
783 General and administrative expenses were higher than the previous quarter by $89,000. Legal and professional charges increased by $65,000 related to tax consultancy. Investor relations, travel and entertaining costs increased by $35,000 as a result of the focus on bringing the Ming Mine into production.

In comparison to Q2/11 administrative expenses increased by $85,000 including $50,000 for security and maintenance due to the addition of security personnel at the mine site and the move to the new office and dry facility. 694 (13)% 698 (12)%
(267) Foreign exchange (losses)/gains arising on the Gold Loan continued in Q2/12 as a result of the weakening of the Canadian dollar against the US dollar during the quarter. (721) (63)% 81 (430)%
5,494 Mineral Properties. The group incurred costs of $7.1 million in the quarter offset by revenue on gold production of $2.5 million (see further below). The cost including labour costs of $2.0 million, contractor and material costs of $0.4 million, underground development costs of $1.7 million depreciation of $1.0 million and finance costs of $1.4 million. Finance costs include actual cash cost of $0.2 million relating to interest on the group's Credit Facility and equipment capital leases. Q2/12 mineral properties increased compared to Q1/12 due to construction timing of mine site works and were higher when compared to Q2/11 due to the initial ramp up commencing part way through Q1/11.

Ming Mine Revenue of $2.5 million was realized in Q2/12 on the sale and settlement of 1,459 ounces of gold with the Group's third party refinery. Revenues realized during the testing and commissioning of the Ming Mine have been credited against Mineral Property and will continue until commercial production is achieved. 4,834 (13)% 4,212 (30)%
3,992 Capital spending on property, plant and equipment decreased during the quarter compared to Q1/12 reflecting the substantial completion of the copper concentrator at the Nugget Pond processing facility offset by the acquisition of a scoop tram and mine truck for the underground fleet.

The decrease from Q2/11 is due to the reasons outlined above and the overall movement from capital development into production. 4,833 17% 9,017 56%
248 Capital spending on exploration and evaluation costs increased in Q2/12 compared to Q1/12 representing a full quarter of consultancy expenditure for the ongoing preliminary economic assessment of the Lower Footwall Zone of the Ming Mine. 38 (553)% 16 (1450)%
*B/(W) = Better/(Worse)

SUMMARY OF QUARTERLY RESULTS

The quarterly results for the Group for the last eight fiscal quarters are set out in the following table.
Quarterly Results
(All amounts in 000s of Canadian Dollars, except Loss per share figures) 4th
Quarter 3rd
Quarter 2nd
Quarter 1st
Quarter
Fiscal 2012
Revenue -* 1,219
Net Income/(loss) (1,039 ) (845 )
Loss per Share (Basic & Diluted) (0.008 ) (0.007 )
Fiscal 2011
Revenue 2,089 183 266 985
Net Income/(loss) 577 193 (555 ) (268 )
Earnings/(loss) per Share (Basic & Diluted) 0.008 0.002 (0.006 ) (0.003 )
Fiscal 2010
Revenue - -
Net Income/(loss) (676 ) (644 )
Loss per Share (Basic & Diluted) (0.008 ) (0.008 )
*gold sales resulting from the testing and commissioning of the Ming Mine are credited to Mineral Properties until commercial production is achieved

Losses in the fourth quarter of 2010 increased as a result of an unrealised exchange loss offset by reductions in legal and professional charges and staff costs. Losses in the first quarter of 2011 reduced as a result of revenue from toll processing and rose again in the second quarter of 2011 following the completion of a toll processing agreement in November 2010. The profit arising in Q3 2011 included an exchange gain of $0.8 million arising on the retranslation of the Gold Loan following the weakening of the US Dollar against the Canadian Dollar during the quarter. The profit arising in Q4 2011 arose from the profits realised on the sale of gold from the Group's satellite deposits. Losses increased in Q1/12 and further increased in Q2/12 as a result of an exchange loss of $0.7 million and $0.30 million respectively and reduced sales activity due to the processing of the Group's satellite deposits completed in Q1/12.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

To date the Group has relied on private placement financings of equity securities, a Gold Loan facility, capital leases and a credit facility (see 'Commitments and Loans' section) to finance its development requirements. Positive cash flows are expected to continue after production at the Ming Mine commences; however, there is no guarantee that expenses will not exceed income particularly during the start-up phase. If this is the case, the liquidity risk could be material, even with current cash resources.

The Group's holding of cash balances is kept under constant review. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and Management and Directors monitor events and associated risks on a continuous basis. Cash and short-term investment resources (cash, cash equivalents and short-term investments) were as follows:
Resource January 31, 2012
$'000 July 31, 2011
$'000
Cash $CDN 3,411 8,661
Cash $US 62 770
Cash GBP 28 47
Short-term Investments $CDN - 25
Short-term Investments GBP 473 667
Total 3,974 10,170

Sales of gold and copper are likely to be made in US dollars and the majority of the Group's expenses are incurred in Canadian dollars. The Group's principal exchange rate risk relates to movements between the Canadian and US dollar. The Gold Loan is repayable in US dollars from future sales of gold mitigating the exchange risk. Management will closely monitor exchange fluctuation and consider the use of forward exchange contracts as required.

Interest rates on the capital leases and short term borrowings are fixed eliminating interest rate risk.

Net proceeds from financing activities during the quarter amounted to $1.2 million from receipts from a credit facility of $2.4 million net of financing fees offset by finance lease repayments of $0.4 million and repayments of the gold loan of $0.8 million.

Cash flows used in investing activities amounted to $5.0 million for the quarter. Investments included $5.1 million in mine development less $2.5 million proceeds received from the sale of gold, $1.7 million on the Nugget Pond Mill and $0.4 million on property, plant and equipment. The group is required to hold a Letter of Credit in favour of the Government of Newfoundland and Labrador in respect of the reclamation and closure liability at the existing Nugget Pond Mill and Ming Mine. At quarter end the Group holds bearer deposit notes totalling $3.26 million.

The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate positive cash flows from current operations. To ensure sufficient working capital management has secured CAD$4.5 million through a non-brokered private placement (see note 12). Through the use of these placement funds, continued production during the commissioning phase and the unused credit facility balance of CAD $2.5 million management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation which may give rise to the possibility that additional working capital may be required to fund delays in commissioning the copper concentrator and continued mine development. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale. On this basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these funds will be forthcoming. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.

At March 22, 2012 the Group has $7.1 million in cash and cash equivalents.

Financial Instruments

The Group's financial instruments as at January 31, 2012 comprised of financial assets of cash and cash equivalents and trade and other receivables and financial liabilities comprised of trade payables; other payables; accrued expenses and interest bearing loans and borrowings.

All of the Group's financial liabilities are measured at amortised cost.

The board of directors determines, as required, the degree to which it is appropriate to use financial instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign currency risk, liquidity risk, credit risk, interest rate risk and commodity price risk each of which is discussed in note 11 of the consolidated financial information for the quarter ended January 31, 2012. There were no derivative instruments outstanding at January 31, 2012.

COMMITMENTS AND LOANS

At January 31, 2012, a capital commitment made to a third party included:

Capital Commitment $000
Property, Plant and Equipment 795
TOTAL 795

This commitment will be financed through a capital lease financing agreement.

Gold Loan

In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine gold production from its Ming Mine. Under the terms of the agreement Sandstorm made staged upfront cash payments for the gold to the Group totalling US$20 million.

For this, the Group has agreed to sell 32% of the payable gold in the first year of production. In each production year following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is renewable in 10 year terms at the option of Sandstorm.

The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as follows:

If within 24 months of the date that gold is first produced (November 28, 2011), the Ming Mine has not produced and sold a minimum of 24,000oz of payable gold then a portion of the US$20 million will be repayable based on the shortfall of payable gold, and/or;

Within the first 36 months of commercial production of gold any shortfall in the value of payable gold below the following amounts will be required to be paid in cash:

within the first 12 months - US$3.6 million
within the second 12 months - US$3.6 million
within the third 12 months - US$3.1 million

Credit Facility

On September 29, 2011 the Group agreed a Credit Facility of up to CAD$10 million with Sprott Resource Lending Partnership ('Sprott') for use as additional funding for the development of the Ming Mine. Subsequent to amending the agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn on October 29, 2011, the second instalment of $2.5 million was drawn on January 30, 2012 and the final instalment for the balance up to $10 million is available until August 31, 2012 Interest will accrue at a fixed rate of 9.25% per annum, principle repayable by March 29, 2013 and secured by a fixed and floating charge over the assets of the Group. In connection with the Credit Facility, a Structuring Fee of CAD$100,000 and a 3% Commitment Fee of CAD$300,000 were paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company issued CAD$300,000 of ordinary shares of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash Commitment Fee. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility is to be satisfied by the issue of ordinary shares by the Company.

Loan and lease balances

At January 31, 2012, interest bearing loans and borrowings comprised a Gold Loan of $21,745,000, finance lease commitments of $7,827,000, a credit facility of $6,497,000 and a bank loan of $27,000. The Group entered into finance lease commitments of $1,646,000 to finance the acquisition of a scoop tram and mine truck in the quarter.

SUBSEQUENT EVENTS

On February 8, 2012 the Group announced the purchase of Ming Mine's 2% net smelter royalty held by Philippine Metals Inc., formerly Meridian Mining Corporation, for CAD$600,000. Before the buyout the mine had a 4.5% combined net smelter royalty held by four separate groups. Arrangements are also being considered to buyout a further 1% net smelter royalty for CAD$500,000. Following the buyout of the 1% net smelter royalty the Ming Mine's net smelter royalty will be 1.5%.

On February 15, 2012 the Group completed an acquisition of 4,500,000 shares of Maritime Resources Corp (TSX VENTURE:MAE) ('Maritime') through a non-brokered private transaction priced at $0.23 per share for a total consideration of $1,035,000. The acquisition gives Rambler a 17% equity stake and an invite to appoint a representative to join Maritime's Board of Directors. Maritime continues to advance the Green Bay portfolio of properties, specifically the Hammerdown mine, and the Orion and Lochinvar deposits.

On March 6, 2012 Rambler announced that it had accepted an offer from Tinma International Ltd. ('Tinma'), a wholly-owned subsidiary of a China-based investor, to become a strategic shareholder in Rambler through a non-brokered private placement by entering into a conditional subscription agreement. Subsequently on March 19, 2012 Rambler announced the closing of the private placement resulting in the issuance of 10,403,980 ordinary shares to Tinma at a placing price of CAD $0.44 per ordinary share for total proceeds of $4.58 million. Combined with current holding this placement brings Tinma's total shareholdings in Rambler to 13,388,980 ordinary shares representing approximately 9.9 per cent of the issued share capital of Rambler, on a post-closing basis.

On March 15, 2012 the Group announced the completion of a preliminary economic assessment ('PEA') to include the Lower Footwall Zone mineralization in its mine plan. This assessment evaluated the potential for an expansion program at the Ming Mine to first optimize the current high grade operation followed by a transition into a 20+ year bulk tonnage operation through a four year ramp-up period increasing the current ore throughput of 630 mtpd to 3,500 mtpd. Numerous opportunities exist to improve the business case. It is these areas that future optimization and engineering studies will focus on to ensure that if or when the decision is made to proceed with the expansion, the project will benefit from the upside of the existing operation. PEA results include: pre-tax Net present value of US$251 million; internal rate of return of 18%, undiscounted pre-tax cash flow from operations of $861 million and initial capital requirements of US$231 million.

APPENDIX 1 - LOCATION MAP: http://media3.marketwire.com/docs/LocationMapRamblerMetalsandMining.pdf

APPENDIX 2 - SELECTED FINANCIAL INFORMATION & REVIEW OF OVERALL PERFORMANCE


Financial Highlights
(All amounts in 000s of Canadian Dollars, except shares and per share figures)
Three months ended,
January 31, 2012 October 31, 2011 January 31, 2011
Gold sales (ounces) 1,459* 695 -
Average price CAD (per ounce) 1,662* 1,700 -
Revenue - 1,219 266
Operating Expenses - (674 ) (198 )
Exploration Expenditure (6 ) (6 ) (31 )
Administrative expenses (783 ) (694 ) (698 )
Net loss (1,039 ) (845 ) (555 )
Cash Flow generated by/used in operating activities (530 ) 1,284 (979 )
Cash Flow used in investing activities (4,983 ) (7,438 ) (8,248 )
Cash Flow from financing activities 1,230 4,194 6,585
Net (decrease)/increase in cash (4,283 ) (1,960 ) (2,642 )
Cash and cash equivalents at end of period 3,974 8,257 4,865
Total Assets 106,670 102,449 68,909
Total Liabilities (46,010 ) (40,769 ) (22,758 )
Working Capital (4,005 ) 4,664 3,324
Weighted average number of shares outstanding 123,650 123,361 95,515
Loss per share (0.008 ) (0.007 ) (0.006 )
*gold sales relating to the testing and commissioning of the Ming Mine are credited to Mineral Properties until commercial production is achieved.

APPENDIX 3 - CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The details of the Group's accounting policies are presented in accordance with International Financial Reporting Standards as set out in Note 2 to the financial statements. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.

The following estimates are considered by management to be the most critical for investors to understand some of the processes and reasoning that go into the preparation of the Group's financial statements, providing some insight also to uncertainties that could impact the Group's financial results.

Going Concern

The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate positive cash flows from current operations. To ensure sufficient working capital management has secured CAD$4.5 million through a non-brokered private placement (see note 12). Through the use of these placement funds, continued production during the commissioning phase and the unused credit facility balance of CAD $2.5 million management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation which may give rise to the possibility that additional working capital may be required to fund delays in commissioning the copper concentrator and continued mine development. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale. On this basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these funds will be forthcoming. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.

Share-based payments

The Group calculates the cost of share based payments using the Black-Scholes model. Inputs into the model in respect of the expected option life and the volatility are subject to management estimate and any changes to these estimates may have a significant effect on the cost. The assumptions used in calculating the cost of share based payments are explained in note 10 of the financial statements for the period ended January 31, 2012.

Gold Loan

The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold (see note 7 to the Unaudited Consolidated Financial Information for the quarter ended January 31, 2012).The cash flows will be dependent on the production of gold and its selling price at the time of delivery which have been estimated in line with the mine plan, future prices of gold and reserve estimates. Management's estimates of these factors are subject to risk and uncertainties affecting the amount of the interest charge. Any changes to these estimates may result in a significantly different interest charge which would affect the carrying value of the exploration and evaluation costs and the corresponding Gold Loan liability.

Mineral Property and Exploration and Evaluation Costs

The directors have assessed whether there are any indicators of impairment in respect of mineral property and exploration and evaluation costs. In making this assessment they have considered the Group's business plan which includes resource estimates, future processing capacity, the forward market and longer term price outlook for copper and gold. Resource estimates have been based on the most recently filed NI43-101 report and its opportunities economic model which includes resource estimates and conversion of its inferred resources. Management's estimates of these factors are subject to risk and uncertainties affecting the recoverability of the Group's mineral property and exploration and evaluation costs. Any changes to these estimates may result in the recognition of an impairment charge with a corresponding reduction in the carrying value of such assets. After consideration of the above factors, the directors do not consider that there are any indicators that mineral property and exploration and evaluation costs are impaired at the quarter end.

Closure Costs

The Group has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. These estimates are recorded as a liability at their fair values in the periods in which they occur. If the estimate of reclamation costs proves to be inaccurate, the Group could be required to increase the provision for site closure and reclamation costs, which would increase the amount of future reclamation expense, resulting in a reduction in the Group's earnings and net assets.

CHANGES IN ACCOUNTING POLICIES

In the current quarter, new and revised standards which have been adopted have not affected the disclosures presented in these financial statements.

No standards issued but not yet effective have been adopted early.

International Financial Reporting Standards that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting period ended July 31, 2012:
IFRS/
Amendment Title Nature of change to accounting policy Application date of standard Application date for Group
Various Annual Improvements to IFRSs No change to accounting policy, therefore, no impact Various August 1, 2012
IFRS 9 Financial instruments: Classification and Measurement No change to accounting policy, therefore, no impact January 1, 2015 August 1, 2015
IFRS 10 Consolidated Financial Statements No change to accounting policy, therefore, no impact January 1, 2013 January 1, 2013
IFRS 11 Joint Arrangements No change to accounting policy, therefore, no impact January 1, 2013 January 1, 2013
IFRS 12 Disclosure of Interests in Other Entities No change to accounting policy, therefore, no impact January 1, 2013 January 1, 2013
IFRS 13 Fair Value Measurement No change to accounting policy, therefore, no impact January 1, 2013 January 1, 2013

Management have reviewed the impact of the above standards and interpretations and have concluded that they will not result in any material changes to reported results.

Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended July 31, 2011

APPENDIX 4 - OTHER MATTERS

Outstanding Share & Option Data

As at the date of this MD&A the following securities are outstanding:
Security Shares issued or Issuable Weighted Average Exercise Price
Common Shares 135,242,228 --
Options 3,797,000* $0.48
*if all options have fully vested

For further assistance Mr. Peter Mercer, Corporate Secretary can be reached directly at +1-709-800-1929 ext. 500 or pmercer@ramblermines.com.

Forward Looking Information

This MD&A contains "forward-looking information" which may include, but is not limited to, statements with respect to the Group's objectives and strategy, future financial or operating performance of the Group and its projects, exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining exploration and development, environmental risks, title disputes or claims and limitations of insurance coverage. All statements, other than statements of historical fact, are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonably by the Company, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations; availability and cost of credit; fluctuations in Canadian dollar interest rates; fluctuations in the relative value of United States dollars, Canadian dollars and British Pounds; changes in planned parameters as plans continue to be refined; fluctuations in the market and forward prices of copper, gold, silver or certain other commodities; possible variations of ore grade or recovery rates;
failure of equipment; accidents and other risks of the mining exploration industry; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in the Report of Directors. Although the Group has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Unless stated otherwise, forward-looking statements contained herein are made as of the date of this MD&A. Other than as required by applicable securities law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Further information

Additional information relating to the Group is on SEDAR at www.sedar.com and on the Group's web site at www.ramblermines.com.

RAMBLER METALS & MINING PLC

Unaudited Consolidated Financial Information

For the Quarter Ended 31 January 2012

The accompanying financial information for the quarter ended 31 January 2012 and 31 January 2011 has not been reviewed or audited by the Group's auditor and has an effective date of 22 March 2012.
Rambler Metals and Mining Plc

Unaudited Consolidated income statement

For the Quarter Ended 31 January 2012
(EXPRESSED IN CANADIAN DOLLARS)

Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000
Revenue - 266 1,219 1,251
Cost of sales - (198 ) (674 ) (809 )
Gross profit - 68 545 442

Administrative expenses (783 ) (698 ) (1,477 ) (1,381 )
Exploration expenses (6 ) (31 ) (12 ) (59 )
Operating loss (789 ) (661 ) (944 ) (998 )

Bank interest receivable 20 14 53 32
Finance costs (3 ) (18 ) (5 ) (31 )
Foreign exchange differences (267 ) 81 (988 ) 145
Net financing (expense) income (250 ) 77 (940 ) 146

Loss before tax (1,039 ) (584 ) (1,884 ) (852 )

Income tax credit - 29 - 29
Loss for the period and attributable to owners of the parent
(1,039 )
(555 )
(1,884 )
(823 )

Loss per share
Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$ $ $ $

Basic and diluted loss per share (0.008 ) (0.006 ) (0.015 ) (0.009 )



Rambler Metals and Mining Plc

Unaudited Consolidated statement of comprehensive income

For the Quarter Ended 31 January 2012
(EXPRESSED IN CANADIAN DOLLARS)

Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000

Loss for the period (1,039 ) (555 ) (1,884 ) (823 )

Exchange differences on translation of foreign operations (net of tax)
(2 )
(10 )
10
(6 )
Other comprehensive income for the period (2 ) (10 ) 10 (6 )

Total comprehensive loss for the period and attributable to the owners of the parent
(1,041 )
(565 )
(1,874 )
(829 )



Rambler Metals and Mining Plc

Consolidated balance sheet

As at 31 January 2012
(EXPRESSED IN CANADIAN DOLLARS)

Note Unaudited Audited
31 January 2012 31 July 2011
$,000 $,000
Assets
Intangible assets 3 16,913 16,627
Mineral properties 4 48,796 38,468
Property, plant and equipment 5 32,063 25,332
Total non-current assets 97,772 80,427

Inventory 6 894 934
Trade and other receivables 625 1,565
Cash and cash equivalents 3,974 10,170
Restricted cash 3,405 3,377
Total current assets 8,898 16,046
Total assets 106,670 96,473

Equity
Issued capital 2,317 2,299
Share premium 66,420 65,934
Merger reserve 214 214
Translation reserve 145 135
Accumulated losses (8,436 ) (6,604 )
Total equity 60,660 61,978

Liabilities
Interest-bearing loans and borrowings 7 31,535 24,606
Provision 8 1,572 1,647
Total non-current liabilities 33,107 26,253

Interest-bearing loans and borrowings 7 4,561 2,282
Trade and other payables 8,342 5,960
Total current liabilities 12,903 8,242
Total liabilities 46,010 34,495
Total equity and liabilities 106,670 96,473



Rambler Metals and Mining Plc

Consolidated Statement of Changes in Equity


Share
capital
Share premium
Merger reserve
Translation reserve
Accumulated
Losses

Total
(EXPRESSED IN CANADIAN DOLLARS) $,000 $,000 $,000 $,000 $,000 $,000
Group
Audited
Balance at 1 August 2010 1,863 51,532 214 25 (6,811 ) 46,823
Comprehensive loss
Loss for the year - - - - (53 ) (53 )
Foreign exchange translation differences - - - 110 - 110
Other comprehensive loss - - - 110 - 110
Total comprehensive loss for the year - - - 110 (53 ) 57
Transactions with owners
Issue of share capital 436 15,252 - - - 15,688
Share issue expenses - (850 ) - - - (850 )
Share-based payments - - - - 260 260
Transactions with owners 436 14,402 - - 260 15,098
Balance at 31 July 2011 2,299 65,934 214 135 (6,604 ) 61,978
Unaudited
Balance at 1 August 2011 2,299 65,934 214 135 (6,604 ) 61,978
Comprehensive loss
Loss for the period - - - - (1,884 ) (1,884 )
Foreign exchange translation differences - - - 10 - 10
Other comprehensive loss - - - 10 - 10
Total comprehensive income for the period - - - 10 (1,884 ) (1,874 )
Transactions with owners
Issue of share capital 18 486 - - - 504
Share-based payments - - - - 52 52
Transactions with owners 18 486 - - 52 556
Balance at 31 January 2012 2,317 66,420 214 145 (8,436 ) 60,660



Rambler Metals and Mining Plc

Unaudited statements of cash flows

For the Quarter Ended 31 January 2012
(EXPRESSED IN CANADIAN DOLLARS)

Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000
Cash flows from operating activities
Operating loss (789 ) (661 ) (944 ) (998 )
Depreciation 54 18 103 57
Share based payments 16 45 47 143
Exchange differences - (62 ) - (115 )
Decrease/ (increase) in inventory (262 ) (26 ) 40 (109 )
Decrease/ (increase) in receivables 360 (388 ) 939 (949 )
Increase/ (decrease) in payables 94 84 574 511
Cash generated from/(utilised in) operations (527 ) (990 ) 759 (1,460 )
Interest paid (3 ) (18 ) (5 ) (31 )
Income tax received - 29 - 29
Net cash generated from/(utilised for) operating activities
(530 )
(979 )
754
(1,462 )

Cash flows from investing activities
Interest received 20 14 53 32
Acquisition of bearer deposit note - (81 ) (28 ) (593 )
Acquisition of evaluation and exploration assets (286 ) (17 ) (313 ) (251 )
Acquisition of mineral properties (2,578 ) (3,888 ) (5,936 ) (4,589 )
Acquisition of property, plant and equipment (2,139 ) (4,276 ) (6,197 ) (4,788 )
Net cash utilised in investing activities (4,983 ) (8,248 ) (12,421 ) (10,189 )

Cash flows from financing activities
Proceeds from issue of share capital - 6 - 6
Proceeds from exercise of share options 4 2 8 8
Proceeds from Loans (note 7) 2,446 6,685 6,970 8,697
Repayment of gold loan (778 ) - (778 ) -
Capital element of finance lease payments (442 ) (108 ) (776 ) (202 )
Net cash from financing activities 1,230 6,585 5,424 8,509

Net decrease in cash and cash equivalents (4,283 ) (2,642 ) (6,243 ) (3,142 )
Cash and cash equivalents at beginning of period 8,257 7,493 10,170 8,000
Effect of exchange rate fluctuations on cash held - 14 47 7
Cash and cash equivalents at end of period 3,974 4,865 3,974 4,865

Rambler Metals and Mining Plc

Unaudited Notes to the financial statements

1. Nature of operations and going concern

The principal activity of the Group is the development and exploration programme of the Ming Copper-Gold Mine in Baie Verte, Newfoundland and Labrador, Canada.

The Group's ability to continue as a going concern, and the recoverability of its mineral properties, is dependent on copper and gold prices, its ability to fund its development and exploration programs, and to manage and generate positive cash flows from current operations. To ensure sufficient working capital management has secured CAD$4.5 million through a non-brokered private placement (see note 12). Through the use of these placement funds, continued production during the commissioning phase and the unused credit facility balance of CAD $2.5 million, management is satisfied that the Group has sufficient working capital for the forthcoming 12 months. However, there are risks associated with the commencement of a new mining and processing operation which may give rise to the possibility that additional working capital may be required to fund delays in commissioning the copper concentrator and continued mine development. Should additional working capital be required, the Directors consider that further sources of finance could be secured in the required timescale. On this basis, the Directors have concluded that the Group is a going concern; however, there is no certainty that these funds will be forthcoming. These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and these adjustments could be material.

2. Accounting policies

Details of the main accounting policies of the Group are included in note 2 of the financial statements for the year ended 31 July 2011.

3. Intangible assets
Exploration and evaluation
Costs
$,000
Cost
Balance at 1 August 2010 37,051
Acquisitions 478
Transfer to mineral properties (20,902 )
Balance at 31 July 2011 16,627

Balance at 1 August 2011 16,627
Acquisitions 286
Balance at 31 January 2012 16,913
Carrying amounts
At 31 July 2011 16,627
At 31 January 2012 16,913



4. Mineral Properties

Mineral Property $,000
Cost
Balance at 1 August 2010 -
Transfer from exploration and evaluation costs 20,902
Acquisitions 17,566
Balance at 31 July 2011 38,468

Balance at 1 August 2011 38,468
Acquisitions 10,328
Balance at 31 January 2012 48,796
Carrying amounts
At 31 July 2011 38,468
At 31 January 2012 48,796

Included in current period acquisitions are $2.479 million in gold sales realized as part of the commissioning of 1806 ores through the Nugget Pond Mill.

5. Property, plant and equipment
Land and buildings Assets under construction Motor vehicles Plant and equipment Fixtures, fittings and equipment Computer equipment Total
$,000 $,000 $,000 $,000 $,000 $,000 $,000
Cost
Balance at 1 August 2010 1,096 5,200 118 6,038 56 540 13,048
Acquisitions 1,845 10,110 74 8,127 34 130 20,320
Disposals - - (39 ) - - - (39 )
Balance at 31 July 2011 2,941 15,310 153 14,165 90 670 33,329

Balance at 1 August 2011 2,941 15,310 153 14,165 90 670 33,329
Additions 662 5,831 85 2,161 3 83 8,825
Disposals - - (39 ) - - (7 ) (46 )
Balance at 31 January 2012 3,603 21,141 199 16,326 93 746 42,108

Depreciation and impairment losses

Balance at 1 August 2010 775 - 51 4,382 44 335 5,587
Depreciation charge 151 - 40 2,070 13 156 2,430
Eliminated on disposals - - (20 ) - - - (20 )
Balance at 31 July 2011 926 - 71 6,452 57 491 7,997
Balance at 1 August 2011 926 - 71 6,452 57 491 7,997
Depreciation charge 160 - 48 1,777 8 81 2,074
On disposals - - (20 ) - - (6 ) (26 )
Balance at 31 January 2012 1,086 - 99 8,229 65 566 10,045

Carrying amounts
At 31 July 2011 2,015 15,310 82 7,713 33 179 25,332
At 31 January 2012 2,517 21,141 100 8,097 28 180 32,063



6. Inventories
31 January 2012 31 July 2011
$,000 $,000

Metals in process - 540
Operating supplies 894 394
894 934




7. Interest-bearing loans and borrowings

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For more information about the Group's exposure to interest rate and foreign currency risk, see note 11.
31 January 2012 31 July 2011
$,000 $,000
Non-current liabilities
Bank loan 24 26
Finance lease liabilities 6,019 5,326
Gold Loan 18,995 19,254
Credit Facility 6,497 -
31,535 24,606

Current liabilities
Current portion of bank loan 3 3
Current portion of finance lease liabilities 1,808 1,630
Current portion of Gold Loan 2,750 649
4,561 2,282



Finance lease liabilities
Finance lease liabilities are payable as follows:
Minimum lease Payments

Interest

Principal Minimum lease Payments

Interest

Principal
31 January
2012 31 January
2012 31 January
2012 31 July 2011 31 July 2011 31 July 2011
$,000 $,000 $,000 $,000 $,000 $,000
Less than one year 2,155 347 1,808 1,965 335 1,630
Between one and five years 6,635 616 6,019 5,918 592 5,326
8,790 963 7,827 7,883 927 6,956

Under the terms of the equipment lease agreements, no contingent rents are payable.

The bank loan is secured by way of a fixed charge over a property and is repayable in monthly instalments of $384 over 12 years.

Gold Loan

In March 2010, the Group entered into an agreement ("Gold Loan") with Sandstorm to sell a portion of the life-of-mine gold production from its Ming Mine.

Under the terms of the agreement Sandstorm made staged upfront cash payments for the gold to the Group totalling US$20 million.

For this, the Group has agreed to sell 32% of the payable gold in the first year of production. In each production year following the first year of production, until 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 25% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 25% of the payable gold. In each production year following the first year of production, after 175,000oz of payable gold has been produced, the Group has agreed to sell a percentage equal to 12% x (85% divided by the actual percentage of metallurgical recovery of gold realized in the immediately preceding production year) provided that, if the payable gold production in any production year after the third production year is less than 15,000 ounces, then in each such production year, Sandstorm payable gold shall not be less than 12% of the payable gold for the remainder of the period ending 40 years after the date of the agreement. After the expiry of the 40 year term, the agreement is renewable in 10 year terms at the option of Sandstorm.

A 4.5% cash commission was payable with each payment received under the agreement.

The remaining circumstances in which the Gold Loan may be repaid earlier than by the delivery of payable gold are as follows:

If within 24 months of the date that gold is first produced (November 28, 2011), the Ming Mine has not produced and sold a minimum of 24,000oz of payable gold then a portion of the US$20 million will be repayable based on the shortfall of payable gold.
Within the first 36 months of commercial production of gold any shortfall in the value of payable gold below the following amounts will be required to be paid in cash:

within the first 12 months - US$3.6 million
within the second 12 months - US$3.6 million
within the third 12 months - US$3.1 million

The Gold Loan is accounted for as a financial liability carried at amortised cost. In determining the effective interest rate implicit in the cash flows arising from the loan the cash flows are forecast at each quarter end based on management's best estimates of the time of delivery of payable gold, the total amount of gold expected to be produced over the mine life and the timing of that production.

During the period, repayments of US$767,872 were made from the delivery of 467oz of gold.

Total interest of $1,595,252 was accrued during the period. $nil (2011: $49,906) was included in exploration and evaluation expenditure and $1,595,252 (2011: $1,451,371) charged to mineral properties.

The Gold Loan is secured by a fixed and floating charge over the assets of the Group.

Credit Facility

On September 29, 2011 the Group agreed a Credit Facility of up to CAD$10 million with Sprott Resource Lending Partnership ("Sprott") for use as additional funding for the development of the Ming Mine. Subsequent to amending the agreement in December 2011 the facility is available in three instalments; the first instalment of $5 million was drawn on October 29, 2011, the second instalment of $2.5 million was drawn on January 30, 2012 and the final instalment for the balance up to $10 million is available until August 31, 2012. Interest will accrue at a fixed rate of 9.25% per annum, principle repayable by March 29, 2013 and secured by a fixed and floating charge over the assets of the Group. In connection with the Credit Facility, a Structuring Fee of CAD$100,000 and a 3% Commitment Fee of CAD$300,000 were paid to Sprott in cash. Pursuant to the terms of the Credit Facility, the Company issued CAD$300,000 of ordinary shares of 1p each in the capital of the Company to Sprott in exchange for the repayment of the previously paid cash Commitment Fee. In addition, a further 4% Drawdown Fee on all amounts drawn under the Credit Facility is to be satisfied by the issue of ordinary shares by the Company.

8. Provisions
31 January 2012 31 July 2011
$,000 $,000
Reclamation and closure provision
At 1 July 2011 1,647 559
(Released)/provided during the period (121 ) 1,007
Unwinding of discount 46 81
At 31 January 2012 1,572 1,647

The reclamation and closure provision has been made in respect of costs of land restoration and rehabilitation expected to be incurred at the end of the Ming Mine's useful life. The provision has been calculated based on the present value of the expected future cash flows associated with reclamation and closure activities as required by the Government of Newfoundland and Labrador. The provision relates to restoration of all three sites associated with the Ming Mine project: mill, mine and port sites. The liability is secured by Letters of Credit for $3,255,155.

9. Related parties

Transactions with key management personnel

Total key management personnel compensation was as follows:
Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000
Short term employee benefits 178 130 336 233
Share based payments - 15 13 40
178 145 349 273

10. Share-based payments

The number and weighted average exercise prices of share options are as follows:
Weighted average exercise price

Number
of options Weighted average exercise price

Number
of options
31 January
2012 31 January
2012 31 July
2011 31 July
2011
$ No. 000 $ No. 000
Outstanding at the beginning of the period 0.484 4,167 0.467 3,952
Granted during the period 0.476 284 0.506 647
Exercised 0.187 (67 ) 0.186 (52 )
Cancelled during the period 0.766 (431 ) 0.379 (380 )
Outstanding at the end of the period 0.454 3,953 0.484 4,167
Exercisable at the end of the period 0.444 3,481 0.495 3,077

The options outstanding at 31 January 2012 have an exercise price in the range of $0.16 to $1.10 and a weighted average remaining contractual life of 7.2 years (31 July 2011: 8 years).

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model. The contractual life of the option (10 years) is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes model.

10. Share-based payments
Fair value of share options and assumptions Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000
Fair value at measurement date of options granted in the period 20 16 79 116
Weighted average fair value per option granted in period 0.249 0.380 0.279 0.275
Share price (weighted average) 0.435 0.600 0.476 0.452
Exercise price (weighted average) 0.435 0.600 0.476 0.452
Expected volatility (expressed as weighted average volatility used in the modelling under Black-Scholes model) 68.8 % 80.0 % 69.6 % 75.5 %
Expected option life 5 5 5 5
Expected dividends 0 0 0 0
Risk-free interest rate (based on national government bonds) 1.23 % 2.50 % 1.87 % 2.50 %

The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility due to publicly available information.

There are no performance or market conditions associated with the share option grants.
Quarter ended 31 January 2012 Quarter ended 31 January 2011 Six months ended 31 January 2012 Six months ended 31 January 2011
$,000 $,000 $,000 $,000
Total expense recognised as employee costs 16 45 47 143

11. Financial risk management

The Group's principal financial assets comprise: cash and cash equivalents and other receivables. The Group financial liabilities comprise: trade payables; other payables; and accrued expenses. The Group's financial liabilities also include interest bearing loans and borrowings.

All of the Group's financial liabilities are measured at amortised cost and their financial assets are classified as loans and receivables and measured at amortised cost.

The board of directors determines, as required, the degree to which it is appropriate to use financial instruments and hedging techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign exchange risk, interest rate risk, credit risk and liquidity risk each of which is discussed below. There were no derivative instruments outstanding at 31 January 2012.

Foreign currency risk

The Group's cash resources are held in GB pounds and Canadian Dollars and the Gold Loan is repayable in US dollars. The Group has a downside exposure to any strengthening of the GB pound as this would increase expenses in Canadian dollar terms. This risk is mitigated by reviewing the holding of cash balances in GB pounds. Any weakening of the GB pound would however result in the reduction of the expenses in Canadian dollar terms and preserve the Group's cash resources. In addition, any such movements would affect the Consolidated Balance Sheet when the net assets of the Parent Company are translated into Canadian dollars. The Group has a downside exposure to any strengthening of the US dollar as this would increase the amount repayable on the Gold Loan in Canadian dollar terms. This risk, however, is relevant only should the Gold Loan be repaid in cash under terms set out in note 7. Repayment is envisaged in payable gold which is denominated in US dollars. Once the Mine is in production, this will mitigate this foreign currency risk.

The Group does not hedge its exposure of foreign investments held in foreign currencies. There is no significant impact on profit or loss from foreign currency movements associated with the Parent company's assets and liabilities as the foreign currency gains or losses are recorded in the translation reserve.

Exchange rate fluctuations may adversely affect the Group's financial position and results. The following table details the Group's sensitivity to a 10% strengthening and weakening in the GB pound against the Canadian/US Dollar. 10% represents management's assessment of the reasonable possible exposure.
Equity
31 January 2012 31 July 2011
$,000 $,000
10% strengthening of GB pound 28 64
10% weakening of GB pound (26 ) (57 )
10% strengthening of US dollar (2,174 ) (1,920 )
10% weakening of US dollar 1.977 1,746

Liquidity risk

Prior to Q3 2010 the Group had relied on shareholder funding to finance its operations. During Q3, 2010 the Group entered into a financing arrangement in US dollars (gold loan) and a Credit Facility arrangement (see note 7). With finite cash resources and no material income, the liquidity risk is significant. This risk is managed by controls over expenditure and concentrating on achieving the payment milestones under the financing arrangement. Success will depend largely upon the outcome of ongoing and future exploration and development programmes. Given the nature of the Group's current activities the entity will remain dependent on a mixture of debt and equity funding in the short to medium term until such time as the Group becomes self-financing from the commercial production of mineral resources.

The Group's trade payables, other payables and accrued expenses are generally due between one and three months and the Group's financial liabilities are due as follows:
Financial liabilities 31 January 2012 31 July 2011
$,000 $,000
Due within one year 4,561 2,282
Due within one to two years 10,655 3,608
Due within two to three years 4,844 4,814
Due within three to four years 2,678 2,272
Due within four to five years 1,560 2,030
Due after five years 11,798 11,882
36,096 26,888

Fixed rate financial liabilities

At the period end the analysis of finance leases, hire purchase contracts and loans which were all due in Canadian Dollars and are at fixed interest rates was as follows:
Fixed rate liabilities 31 January 2012 31 July 2011
$,000 $,000
Due within one year 1,811 1,633
Due within one to two years 8,381 1,465
Due within two to three years 1,854 1,508
Due within three to four years 1,834 1,478
Due within four to five years 460 888
Due after five years 11 13
14,351 6,985

The average fixed interest rate for the finance leases and hire purchase contracts outstanding at 31 January 2012 was 5.90%.

Credit risk

The Group holds the majority of its cash resources in Canadian Dollars given that the majority of the Group's outgoings are denominated in this currency. Given the current climate, the Group has taken a very risk averse approach to management of cash resources and management and Directors monitor events and associated risks on a continuous basis. There is little perceived credit risk in respect of trade and other receivables. The Group and Company's maximum exposure to credit risk at January 31, 2012 was represented by receivables and cash resources.

Interest rate risk

The Group's policy is to retain its surplus funds on the most advantageous term of deposit available up to twelve month's maximum duration. Details of the Group's borrowings are described in note 7.If the interest rate on deposits were to fluctuate by 1% there would be no material effect on the Group's and Company's reported results.

Commodity price risk

Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the market prices of commodities. The Group is exposed to commodity price risk as its future revenues will be derived based on contracts with customers at prices that will be determined by reference to market prices of copper and gold at the delivery date.

The Group calculates the effective interest rate on the Gold Loan based on estimates of future cash flows arising from the sale of payable gold. In estimating the cash flows the following table details the Group's sensitivity to a 10% increase and a 25% decrease in the price of gold. These percentages represent management's assessment of the reasonable possible exposure.
Gross assets
31 January
2012 31 July
2011
$,000 $,000
10% increase in the price of gold 528 292
25% decrease in the price of gold (1,418 ) (783 )

Financial assets

The floating rate financial assets comprise interest earning bank deposits at rates set by reference to the prevailing LIBOR or equivalent to the relevant country. Fixed rate financial assets are cash held on fixed term deposit.

At the period end the cash and short term deposits were as follows:




At 31 January 2012 Fixed rate assets Floating rate
Assets

Total Average period for which rates are fixed Average interest rates for fixed rate assets
$,000 $,000 $,000 Months %
GB Pounds 473 28 501 1 0.25
US $ - 62 62 - -
Canadian $ - 3,411 3,411 - -
473 3,501 3,974
At 31 July 2011
$,000 $,000 $,000 Months %
GB Pounds 667 47 714 1 0.25
Canadian $ 25 9,431 9,456 1.3 0.95
692 9,478 10,170

Fair values

In the directors' opinion there is no material difference between the book value and fair value of any of the group's financial instruments.

12. Subsequent Events

On February 8, 2012 the Group announced the purchase of Ming Mine's 2% net smelter royalty held by Philippine Metals Inc., formerly Meridian Mining Corporation, for CAD$600,000. Before the buyout the mine had a 4.5% combined net smelter royalty held by four separate groups. Arrangements are also being considered to buyout a further 1% net smelter royalty for CAD$500,000. Following the buyout of the 1% net smelter royalty the Ming Mine's net smelter royalty will be 1.5%.

On February 15, 2012 the Group completed an acquisition of 4,500,000 shares of Maritime Resources Corp (TSX VENTURE:MAE) ('Maritime') through a non-brokered private transaction priced at $0.23 per share for a total consideration of $1,035,000. The acquisition gives Rambler a 17% equity stake and an invite to appoint a representative to join Maritime's Board of Directors. Maritime continues to advance the Green Bay portfolio of properties, specifically the Hammerdown mine, and the Orion and Lochinvar deposits.

On March 6, 2012 Rambler announced that it had accepted an offer from Tinma International Ltd. ('Tinma'), a wholly-owned subsidiary of a China-based investor, to become a strategic shareholder in Rambler through a non-brokered private placement by entering into a conditional subscription agreement. Subsequently on March 19, 2012 Rambler announced the closing of the private placement resulting in the issuance of 10,403,980 ordinary shares to Tinma at a placing price of CAD $0.44 per ordinary share for gross proceeds of $4.58 million. Combined with current holdings this placement brings Tinma's total shareholdings in Rambler to 13,388,980 ordinary shares representing approximately 9.9 per cent of the issued share capital of Rambler, on a post-closing basis.

On March 15, 2012 the Group announced the completion of a preliminary economic assessment ('PEA') to include the Lower Footwall Zone mineralization in its mine plan. This assessment evaluated the potential for an expansion program at the Ming Mine to first optimize the current high grade operation followed by a transition into a 20+ year bulk tonnage operation through a four year ramp-up period increasing the current ore throughput of 630 mtpd to 3,500 mtpd. Numerous opportunities exist to improve the business case. It is these areas that future optimization and engineering studies will focus on to ensure that if or when the decision is made to proceed with the expansion, the project will benefit from the upside of the existing operation. PEA results include: pre-tax Net present value of US$251 million; internal rate of return of 18%, undiscounted pre-tax cash flow from operations of $861 million and initial capital requirements of US$231 million.

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

Rambler Metals and Mining
George Ogilvie, P.Eng.
President and CEO
709-800-1929 or 709-800-1921

Rambler Metals & Mining Plc.
Corporate Office
+44 (0) 20 8652-2700
+44 (0) 20 8652-2719 (FAX)
www.ramblermines.com

Seymour Pierce Limited
Nandita Sahgal / Jeremy Stephenson
+44 (0) 20-7107-8000

Pelham Bell Pottinger
Charles Vivian / Philippe Polman
+44 (0) 20 7861 3921

Ocean Equities Limited
Guy Wilkes
+44 (0) 20-7786-4370