Our Ref:

RA407CVL/PC/AS/JA/PCV0

603P

STRICTLY PRIVATE AND CONFIDENTIAL

Your Ref:

N/A

TO ALL SHAREHOLDERS

Contact:

rambler@btguk.com

DD:

020 7400 7900

4 May 2023

Dear Sir or Madam

Rambler Metals and Mining PLC ("the Company")

I refer to my letter dated 13 April 2023, which enclosed notice of a General Meeting of the Company scheduled for 3 May 2023 at 4pm BST.

I am writing to inform you that the General Meeting was adjourned by a unanimous decision of those in attendance and by proxy. There were no other resolutions passed at the meeting. The purpose of the adjournment is to allow time for shareholders to be provided with more tangible information regarding the winding-up process, consider the position and then attend/vote on the resolutions proposed in a more informed manner.

It is anticipated that an information memorandum will be sent to shareholders ahead of the adjourned meeting date.

Enclosed are:

  1. A notice of an adjourned General Meeting of the Company;
  2. A proxy form for use at the adjourned General Meeting of the Company;

Please will you complete the proxy form and return it to us once you have considered your options. If you have already completed a proxy form, this will be used at the adjourned meeting and there is no requirement to submit a new form. However, if you decide to change your votes, you will need to submit a new form. The return of this form does not prevent you from attending the meeting personally but will enable the necessary business to be transacted should you not wish to be present for any reason.

Authority to participate in the voting process

Please note that if your shares are registered other than in your own name, (for example by a custodian or nominee), and you wish to attend, vote and/or speak at the meeting, you will need to provide a letter of representation from the registered holder of your shares authorising you to do so. If you wish to vote via the proxy form without attending the meeting, the proxy form will need to be submitted directly by your nominee

29th Floor, 40 Bank Street, London, E14 5NR

T: 020 7400 7900 E: london@btguk.com W: www.begbies-traynor.com

Begbies Traynor is a trading name of Begbies Traynor (London) LLP, a limited liability partnership, registered in England No: OC412043, registered office 340 Deansgate, Manchester, M3 4LY

Paul Cooper and Adam Shama are licensed in the United Kingdom to act as Insolvency Practitioners by the Institute of Chartered Accountants in England and Wales.

Any reference to a partner is to a member of the limited liability partnership. A list of partners is available for inspection at the registered office. A member of the Begbies Traynor Group; Specialist Professional Services www.begbies-traynorgroup.com

Partners, Directors, and Consultants acting as administrators or administrative receivers contract as agents and without personal liability.

or custodian as the registered holder of the shares. We cannot accept voting forms from individual underlying shareholders unless they have been submitted via the registered holder of those shares.

Meeting arrangements

It is proposed that the Meeting will be held by via Microsoft Teams conference call, hosted by Begbies Traynor (London) LLP. For security reasons and to limit access to only those who are entitled to participate in the meeting, if you wish to join the meeting, and have the requisite authority to do so, for access details, please email rambler@btguk.com.

Information for shareholders

An information memorandum will be posted to the Company's website at www.ramblermines.comto provide more background information to shareholders leading to the proposed liquidation.

The information memorandum will also include more detail regarding the process of voting for those shareholders whose shares are held in nominee accounts and who may not have been able to access the voting process for the original General Meeting.

Access to the information memorandum and the SIP6 report which contains a Company history and Statement of Affairs will also be posted to the following online portal https://btguk.ips-docs.com

The following Login details will be required to view or download the reports:

Login: RA407CVL

Unique ID: QWeZSHZq

Ahead of the formal meeting, the Directors and the Proposed Liquidators will hold a meeting on Monday 15 May at 2:00pm BST via Microsoft Teams conference call, at which shareholders can ask any questions they may have at that juncture so they can make an informed decision on the voting process. If you wish to join the meeting, for access details please email rambler@btguk.com.

Also enclosed, for your information only, is Notice of a virtual meeting of creditors to consider the nomination of liquidators, together with other decisions for the creditors to vote upon at the meeting.

Yours faithfully

Paul Cooper

Begbies Traynor (London) LLP

Enc

Begbies Traynor (London) LLP is committed to ensuring that all persons entitled to participate in insolvency meetings have the opportunity to do so. Should you, therefore, require this information in a different format or have particular access requirements, please contact this office so that suitable arrangements can be made.

PCV 0601P

RAMBLER METALS AND MINING PLC

SECTION 302 OF THE COMPANIES ACT 2006 AND SECTION 84 OF THE INSOLVENCY ACT 1986

NOTICE IS HEREBY GIVEN that an adjourned General Meeting of the shareholders of the above Company will be held at 2:00pm BST on 23 May 2023 via Microsoft Teams conference call, for the purpose of considering and, if thought fit, passing the following resolutions, as a special resolution and as an ordinary resolution respectively:-

  1. "That the Company be wound-up voluntarily."
  2. "That Paul Cooper and Adam Shama of Begbies Traynor (London) LLP 29th Floor, 40 Bank Street, London, E14 5NR be and hereby are appointed as Joint Liquidators of the Company for the purpose of the voluntary winding up, and any act required or authorised under any enactment to be done by the Joint Liquidators may be done by all or any one or more of the persons holding the office of liquidator from time to time."

A member entitled to attend and vote at the above meeting may appoint a proxy, who need not be a member of the Company, to attend and vote instead of the member. A form of proxy is enclosed herewith for use at the meeting, if required. Proxies must be lodged with the Company at 29th Floor, 40 Bank Street, London, E14 5NR, or by email to rambler@btguk.comno later than 12 noon on the business day prior to the meeting.

Authority to Join Meeting

Please note that if your shares are registered other than in your own name, (for example by a custodian or nominee), and you wish to attend, vote and speak at the meeting, you will need to provide a letter of representation from the registered holder of your shares authorising you to do so.

Meeting arrangements

It is proposed that the Meeting will be held by via Microsoft Teams conference call, hosted by Begbies Traynor (London) LLP. For security reasons and to limit access to only those who are entitled to participate in the meeting, if you wish to join the meeting, and have the requisite authority to do so, for access details, please email rambler@btguk.com.

Information for shareholders

An information memorandum will be posted to the Company's website at www.ramblermines.comto provide more information to shareholders regarding the proposed liquidation. The information memorandum will also include more detail regarding the process of voting for those shareholders whose shares are held in nominee accounts.

Access to the information memorandum and the SIP6 report which contains a company history and Statement of Affairs will also be posted to the following online portal https://btguk.ips-docs.com

The following Login details will be required to view or download the reports:

Login: RA407CVL

Unique ID: QWeZSHZq

Ahead of the formal meeting, the Directors and the Proposed Liquidators will hold a meeting on Monday 15 May at 2:00pm BST via Microsoft Teams conference call, at which shareholders can ask any questions they may have at that juncture so they can make an informed decision on the voting process. If you wish to join the meeting, for access details please email rambler@btguk.com.

Dated: 4 May 2023

By order of the Board

____________________________________________

Toby Bradbury - Director

PCV 0604P

RAMBLER METALS AND MINING PLC ("the Company")

Adjourned General Meeting to be held on 23 May 2023

Proxy Form

Before completing this form, please read the explanatory notes below

I/We (BLOCK CAPITALS)………………………………………………………………………………

of …………………………………………………………………………………………………………

being a member of the Company appoint the Chair of the meeting or (see note 3)

as my/our proxy to attend, speak and vote on my/our behalf at the General Meeting of the Company to be held on 23 May 2023 at 2:00pm BST and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

RESOLUTIONS

For

Against

As a special resolution

1. That the Company be wound up voluntarily

As an ordinary resolution

2. For the appointment of Paul Cooper and Adam Shama of Begbies Traynor (London) LLP as Joint Liquidators of the Company, and any act required or authorised under any enactment to be done by the joint liquidators may be done by all or any one or more of the persons holding the office of liquidator from time to time.

Signature

Date

1

Attachments

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Disclaimer

Rambler Metals and Mining plc published this content on 04 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2023 13:40:07 UTC.