Rambler Metals and Mining : announces Equity Raising

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13 November 2020

US$13.25 million Equity Raising and Note Financing

Conversion of debt to equity

Sub-division of share capital

Notice of General Meeting

London, England, Newfoundland and Labrador, Canada - Rambler Metals and Mining plc (AIM: RMM) ("Rambler" or the "Company"), a copper and gold producer, explorer, and developer, today announces that it has conditionally raised £6.25 million (approximately US$8.25 million before expenses) by way of an issue of 3,125,000,000 New Ordinary Shares (defined below, at the issue price of 0.2 pence (the "Placing Price") per share (altogether the "Equity Raising").

The Equity Raising enables the Company to:

• Re-establishfull production at the Ming Mine to capitalise on the improving copper price, and implement options for increased production;
• Continue with highly prospective exploration given the Ming Mine is open at depth with grade also increasing at depth;
• Enter into a final agreement for the US$ 5million secured loan from institutional investor West Face Capital Inc. ("West Face") ("Note Financing");
• Convert all existing convertible loan notes of the Company ("CLNs"), together with accrued interest thereon, at Admission (defined below) (expected to be on or around 3 December 2020)
  ("Admission Date") of in aggregate US$7.9m, into New Ordinary Shares at the Placing Price
  ("Conversion of CLNs");

London, England: 3 Sheen Road ! Richmond Upon Thames, Surrey ! TW9 1AD ! T.+44 020 7096 0662 ! F.+44 020 8609 0313 !

www.ramblermines.comAIM : RMM

• Convert bridging loans from CE Mining III Rambler Limited ("CE Mining III") and Aether Real Assets Co-Investment I, L.P ("Aether"), entered into on 22 May 2020 and 2 June 2020, for US$ 1m and US$ 0.83m ("Bridging Loans"), respectively, and total accrued interest up until the day immediately prior to the Admission Date, of US$1.9m into New Ordinary Shares at the Placing Price ("Conversion of Bridging Loans"); and
• Repay the Sandstorm working capital loan of approximately US$900,00 in full ("Sandstorm Loan") ("Sandstorm Repayment")

The Company's plans, as announced on 28 September 2020, require total cash funds of US$15 million, to be deployed over the six month period following Admission. The Company intends to procure the additional funds required for its plans, of approximately US$1.75 million, from either sale of assets, an alternative source of financing becoming available or a combination of asset sales and alternative source of financing, within six months of Admission.

All currency references in this press release are in U.S. dollars except as otherwise indicated, assuming an exchange rate of US$1.32:£1 where applicable.

Share capital reorganisation

The Companies Act 2006 prohibits the Company from issuing shares at a price below their nominal value. As the price at which the Placing Shares are proposed to be issued is below the current nominal value of 1 pence per ordinary share, it is proposed that the share capital of the Company be sub-divided by each existing ordinary share of 1 pence each ("Existing Ordinary Shares") being divided into one new ordinary share of 0.01 pence each ("New Ordinary Share") and one deferred share of 0.99 pence each ("Deferred Share") (altogether "Share Capital Reorganisation"). The Deferred Shares will have limited rights and will effectively carry no value.

The Share Capital Reorganisation will not change the number of shares held by an existing shareholder of the Company, just the nominal value of each share.

Further details of the Share Capital Reorganisation will be set out in a circular to shareholders which is expected to be posted on or about 16 November 2020. A copy of the expected timetable is set out at the end of this announcement.

Details of the Equity Raising

The conditional Equity Raising will raise gross proceeds of £6.25 million (approximately US$8.25 million before expenses) pursuant to a placing of 3,125,000,000 New Ordinary Shares which will be issued at the Placing Price of 0.2 pence per share ("Placing Shares").

London, England: 3 Sheen Road ! Richmond Upon Thames, Surrey ! TW9 1AD ! T.+44 020 7096 0662 ! F.+44 020 8609 0313 !

www.ramblermines.comAIM : RMM

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The Equity Raising is conditional on:

• the Note Financing becoming unconditional in all respects;
• the conversion of all CLNs and accrued interest into New Ordinary Shares;
• the conversion of Bridging Loans and accrued interest into New Ordinary Shares;
• the passing of all resolutions to be put to a meeting of shareholders of the Company on or about 2 December 2020; and
• admission of New Ordinary Shares to trading on the AIM market on 3 December 2020 (or such later time as agreed between the Company and SP Angel, being no later than 18 December 2020).

The Company has committed to West Face to repay the Sandstorm Loan as soon as practicable following Admission.

Summary of New Ordinary Share and Warrant issues

Pursuant to the Equity Raising, the conversion of CLNs and Bridging Loans together with accrued interest, the Company will issue a total of 3,710,398,589 New Ordinary Shares with one warrant attached for each 20 New Ordinary Shares exercisable at 0.2 pence per share, exercisable from Admission until 2 December 2022 ("Warrants") and West Face will be issued with a warrant over 813,181,023 New Ordinary Shares exercisable at 0.2 pence per share, exercisable from Admission until 2 December 2025 ("West Face Warrant"), as follows:

Purpose	Number of New Ordinary Shares	Number of warrants
Equity Raising	3,125,000,000	156,250,000
Conversion of CLNs	2,975,560,399	148,778,020
Conversion of Bridging Loans	734,838,191	36,741,910
Note Financing	Nil	813,181,023
Total	6,835,398,589	1,154,950,953

Details of the Note Financing

As announced on 28 September 2020, the Company entered into a binding term sheet for a US$5 million conditional secured loan from institutional investor West Face. The Note Financing is subject to the following, inter alia, conditions which are being coordinated to be satisfied on Admission:

1. Completion of the Placing;

2. Generate minimum gross proceeds of US$ 13.25 million, from the combined gross proceeds of the Placing and Note Financing;

London, England: 3 Sheen Road ! Richmond Upon Thames, Surrey ! TW9 1AD ! T.+44 020 7096 0662 ! F.+44 020 8609 0313 !

www.ramblermines.comAIM : RMM

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1. Unsecured creditor plan of arrangement and repayment schedule for trade payables in arrears, satisfactory to West Face;
2. Conversion of the CLNs;
3. Conversion of the Bridging Loans from CE Mining III Rambler Limited and Aether Real Assets
4. Sandstorm Repayment immediately following Admission;
5. Satisfactory due diligence - business, legal, environmental, tax and regulatory;
6. Hedging agreements, satisfactory to West Face;
7. Passing of the Resolutions at the General Meeting.

The Company has committed to West Face to seek an additional minimum US$1.75 million of funding from an alternative source of financing or a sale of non-core assets or a combination of asset sales and alternative source of financing following Admission.

Use of the proceeds of the Equity Raising and Note Financing

The gross proceeds of the Equity Raising and Note Financing amount to an aggregate of approximately £10 million or US$13.25 million and will be applied over the next 6 months as follows:

	US$ million
Mine capital development	5.4
Mine / mill remedial work	1.8
Mine sustaining capital	1.8
Duck pond mill purchase	0.9
Infill and exploration drilling	0.3
Ore sorting study	0.1
Payment of trade payables and creditors	3.8
Repayment of Sandstorm loan	0.9
Total	15.0

As mentioned above, the Company intends to procure the additional funds required for its plans, of approximately US$1.75 million, from either sale of assets, an alternative source of financing becoming available or a combination of asset sales and alternative source of financing, within six months of Admission.

Further details of CLN and Bridging Loan conversions

The holders of the CLNs, being Lombard Odier, CE Mining III and Aether have agreed to convert their CLNs and any accrued interest into New Ordinary Shares at the Placing Price ("CLN Shares"). Each 20 New

London, England: 3 Sheen Road ! Richmond Upon Thames, Surrey ! TW9 1AD ! T.+44 020 7096 0662 ! F.+44 020 8609 0313 !

www.ramblermines.comAIM : RMM

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