Director/PDMR Shareholding

22 August 2016 

GRANT OF OPTIONS/pdmR holding

London, United Kingdom & Newfoundland and Labrador, Canada - Rambler Metals and Mining PLC (TSXV: RAB, AIM: RMM) ('Rambler' or 'The Company') further to its announcement on 18 August 2016 the Company reports that after close of business on 19 August 2016 the Board of Directors has approved a grant of 9,180,000 incentive stock options to directors, officers, employees and consultants of the Company under its stock option plan, in accordance with the Company's compensation policy. The options are exercisable for five years and issued at the Fair Market value of CAD$0.0781.  Fair Market value, as define by the plan, is the volume weighted average trading price on the TSXV for the five trading days immediately prior to the date of grant.  The options granted to directors, officers and employees will vest 100 per cent after three years from the date of grant. 

As part of the grant Norman Williams, President & CEO, Director, has been issued options over 3,400,000 ordinary shares in the Company.  In accordance with  the Company's stock option plan, these options are exercisable over a five year period at a price of CAD$0.0781 per share and vest 100 per cent after 3 years from the date of grant.  Mr. Williams currently holds 100,000 shares in the Company and has incentive stock options over 1,175,000 ordinary shares. Following this grant, Mr .Williams will have a total of 4,575,000 incentive stock options.

The notification below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

In addition, Rambler has entered into an investor relations consulting agreement with Nicole Marchand (the "Consultant").  Ms. Marchand has vast capital markets experience including roles in institutional sales, investor relations and investment banking.  She holds an Honours Bachelor of Business Administration degree from Wilfrid Laurier University.  Ms. Marchand will provide Rambler with strategic introductions to the investment community.  In addition, she will be responsible for arranging investor and analyst meetings, and communicating corporate news and developments to the Company's shareholders, the financial community and the media.

In consideration for the services to be provided, Rambler has granted to Ms. Marchand options to purchase 50,000 common shares of the Company at an exercise price of CAD$0.0781 per share (the "Consultant Options"). The Consultant Options will vest as to 1/12 per month on the 1^st day of each month following the date of grant, and expire the earlier of: (i) 30 days following termination of the consulting services or (ii) five years from the date of grant.  A monthly retainer of $7,500 plus HST is payable on the completion of each month. Ms. Marchand is not a "Non-Arm's Length Party" to the Company as such term is defined in the policies of the TSX Venture Exchange and prior to the grant of options described herein, held no securities of the Company.  The initial term of the agreement is for twelve months.  Both the Consultant Options and investor relations consulting engagement are subject to the approval of the TSX Venture Exchange.

Brad Mills, Chairman of the Board, commented:

"This grant of options under the new stock option plan has been approved with vesting scheduled to coincide with the completion of the now fully funded expansion program.  None of the options granted to employees will vest or be available until after a three year period allowing management time to execute the approved plan.

"The purpose of the grant will be to provide compensation incentives for continued and improved services by encouraging share ownership of the Company.  These incentive programs are necessary to ensure that the Company retains the key personnel needed to executed its expansion program and will provide compensation based upon its success."

ABOUT RAMBLER METALS AND MINING

Rambler is a mining and development company that in November 2012 brought its first mine into commercial production.  Rambler has a 100 per cent ownership in the Ming Copper-Gold Mine, a fully operational base and precious metals processing facility and year round bulk storage and shipping facility; all located on the Baie Verte peninsula, Newfoundland and Labrador, Canada.

Rambler's immediate plans are to increase mine and mill production to 1,250 mtpd by the end of Fiscal 2017.  This initial expansion has been fully funded through CEII's investment.  Rambler will also continue advancing engineering studies on ore-pre-concentration (DMS) and shaft rehabilitation with a view to further increase production to 2,000 mtpd at the Ming Mine. In addition, Rambler has initiated a detailed investigation at the mill with a goal to increase gold recovery and production rate in the copper concentrator.

Along with the Ming Mine, Rambler also owns 100 per cent of the former producing Little Deer/ Whales Back copper mines and has strategic investments in the former producing Hammerdown gold mine and the advanced Valentine Lake Gold Project.

Rambler is dual listed in London under AIM:RMM and in Canada under TSX-V:RAB.

For further information, please contact:

Website: www.ramblermines.com 

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

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 copper, gold and silver forecasts, 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 are based on assumptions made in good faith and believed to have a reasonable basis.  Such assumptions include, without limitation, the price of and anticipated costs of recovery of, copper concentrate, gold and silver, the presence of and continuity of such minerals at modeled grades and values, the capacities of various machinery and equipment, the availability of personnel, machinery and equipment at estimated prices, mineral recovery rates, and others.  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 security law.