Rubicon Minerals Corporation ("Rubicon" or the “Company”) has taken all reasonable care in producing and publishing information contained on this website and will endeavor to do so regularly. Material on this website may still contain technical or other inaccuracies, omissions, or typographical errors, for which Rubicon assumes no responsibility. Rubicon does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this website. Under no circumstances, including, but not limited to, negligence, shall Rubicon be liable for any direct, indirect, special, incidental, consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of computer of other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your use, or inability to use, the material on this website. The information is not a substitute for independent professional advice before making any investment decisions. Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this website, except for personal use unless you have obtained our express permission.
The Toronto Stock Exchange (“TSX”) has not reviewed the information on this website and does not accept responsibility for the adequacy or accuracy of it.
Notice to US Investors on Corporate Governance Differences to Standard NYSE MKT LLC Exchange Listing Rules
The common shares of Rubicon are listed on the NYSE MKT LLC ("NYSE MKT"). Section 110 of the NYSE Amex US Company Guide permits NYSE MKT to consider the laws, customs and practices of foreign issuer's home country (to the extent not contrary to the federal securities laws applicable to the foreign issuer such as Rule 10A-3 under the Securities Exchange Act of 1934, as amended), in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to NYSE MKT standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE MKT minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE MKT is required to state its quorum requirement in its bylaws. The Company's quorum requirement is set forth in its Articles. A quorum for a meeting of shareholders of the Company is two persons present and being, or represented by proxy, shareholders who, in the aggregate hold at least 5% of the issued shares entitled to be voted at such meeting.
Proxy Delivery Requirement: NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the United States Securities and Exchange Act of 1934, as amended (the "1934 Act"), and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the 1934 Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
Shareholder Approval Requirements: NYSE MKT requires a listed company to obtain the approval of its shareholders for certain types of securities issuances. One is the sale of common shares (or securities convertible into common shares) at a discount to officers or directors. TSX rules require shareholder approval for the issuance of shares to insiders in private placements where insiders are being issued more than 10% of the presently issued and outstanding shares. NYSE MKT also requires shareholder approval of private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares. TSX rules require shareholder approval for private placements that materially affect control, or where more than 25% of presently issued and outstanding shares will be issued at a discount to market. There are no such requirements under British Columbia corporate law. The Company will seek a waiver from NYSE MKT shareholder approval requirements in circumstances where the securities issuance does not trigger a shareholder approval requirement under British Columbia corporate law or under the rules of the TSX.
The foregoing is consistent with the laws, customs and practices in Canada.
This website contains statements that constitute "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934 and "forward looking information" within the meaning of applicable Canadian provincial securities legislation (collectively, "forward-looking statements"). Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "targeting" and "intend" and statements that an event or result "may", "will", "would", "should", "could", or "might" occur or be achieved and other similar expressions. Examples of the use of forward looking statements can be found in this website in the references to potential optimization, potential production, anticipated release of updated mineral resource summary and updated preliminary economic assessment, and similar references.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and represent management’s best judgment based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others: that the demand for gold and base metal deposits will develop as anticipated; that the price of gold will remain at levels that will render the Phoenix Gold Project economic; that operating and capital plans will not be disrupted by issues such as mechanical failure, unavailability of parts and supplies, labour disturbances, interruption in transportation or utilities, or adverse weather conditions; that Rubicon will meet its estimated timeline for the development of the Phoenix Gold Project; that Rubicon will continue to have the ability to attract and retain skilled staff; that the mineral resource estimate as disclosed in the Preliminary Economic Assessment (“PEA”) will be realized; and that there are no material unanticipated variations in the cost of energy or supplies, or in the pre-production capital and operating cost estimate as disclosed in the PEA and other disclosure by Rubicon. Rubicon makes no representation that reasonable business people in possession of the same information would reach the same conclusions.
The PEA is preliminary in nature as it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported inferred resources are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. The PEA is a technical report under NI 43-101, was prepared by AMC Mining Consultants with metallurgical and processing contributions from Soutex, and has an effective date of August 8, 2011.
Capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build and complete a development project. Additional capital costs may have to be incurred in respect of the Phoenix Gold Project, but the amount of any such capital cost increase cannot be accurately estimated until the updated preliminary economic assessment, an updated mineral resource estimate and ongoing optimization studies are completed.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rubicon to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: future prices of gold and other metals; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of reclamation activities; conclusions of future economic evaluations; changes in new mineral resource models and revised geological interpretations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays and other risks related to joint venture operations; timing and receipt of regulatory approvals of operations; the ability of Rubicon and other relevant parties to satisfy regulatory requirements; the availability of financing for proposed transactions and programs on reasonable terms; the ability of third-party service providers to deliver services on reasonable terms and in a timely manner; and delays in the completion of development or construction activities. Other factors that could cause the actual results to differ include market prices, results of exploration, availability of capital and financing on acceptable terms, inability to obtain required regulatory approvals, unanticipated difficulties or costs in any rehabilitation which may be necessary, market conditions and general business, economic, competitive, political and social conditions.
Rubicon believes that the new methods being considered in the updated preliminary economic assessment and optimization studies will potentially improve the efficiency and productivity of the Phoenix Gold Project. However, the implementation of the new methods will likely increase the initial capital cost of developing the Phoenix Gold Project compared to the cost outlined in the PEA. Rubicon is not able to provide an accurate estimate of the capital cost increase for the Phoenix Gold Project prior to the completion of the updated preliminary economic assessment and these studies. Management plans to evaluate financing alternatives upon the completion of the updated preliminary economic assessment, an updated mineral resource estimate and optimization studies, to address any potential increase in the capital cost of the Phoenix Gold Project.
Although management of Rubicon has attempted to identify important factors (which it believes are reasonable) 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 not to be as anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of the document in which they are made and Rubicon disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. 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. Accordingly, readers should not place undue reliance on forward-looking statements.
It is important to note that the information provided in this websiste is preliminary in nature. There is no certainty that a potential mine will be realized or that a production decision will be made. A mine production decision that is made without a bankable feasibility study carries additional potential risks which include, but are not limited to, the inclusion of inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mine design and mining schedules, metallurgical flow sheets and process plant designs may require additional detailed work to ensure satisfactory operational conditions.
Phoenix Gold Project site operations are conducted under the supervision of Mike Lalonde, P.Eng., President & CEO for Rubicon and a Qualified Person as defined by NI 43-101, who has approved the contents of this website. The analysis on exploration potential was supervised and verified by Matthew Wunder , B.Sc., P.Geo., and Vice President Exploration for Rubicon and a Qualified Person as defined by NI 43-101, who has approved of its content.
Preliminary Economic Assessment
The PEA is preliminary in nature as it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported inferred resources are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. The PEA is a technical report under NI 43-101, was prepared by AMC Mining Consultants with metallurgical and processing contributions from Soutex, and has an effective date of August 8, 2011.
Disclosure of Mineral Resources
Readers are advised that National Instrument 43-101 Standards of Disclosure for Mineral Projects
of the Canadian Securities Administrators (“NI 43-101
”) requires that each category of mineral resources be reported separately. Readers should refer to Rubicon’s annual information form and other continuous disclosure documents filed by Rubicon available at www.sedar.com
for this detailed information, which is subject to the qualifications and notes set forth therein.
It is important to note that the information provided in this document is preliminary in nature. There is no certainty that a potential mine will be realized. A mine production decision that is made without a bankable feasibility study carries additional potential risks which include, but are not limited to, the inclusion of inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mine design and mining schedules, metallurgical flow sheets and process plant designs may require additional detailed work to ensure satisfactory operational conditions.
Caution Regarding Adjacent or Similar Mineral Properties
This website may contain information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the "SEC") set forth in the SEC's Industry Guide 7 strictly prohibit information of this type in documents filed with the SEC. Readers are cautioned that the Company has no interest in or right to acquire any interest, in any such properties, and that mineral deposits on adjacent or similar properties are not indicative of mineral deposits on the Company's properties.
Cautionary Note to U.S. Investors
The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those minerals deposits that a company can economically and legally extract or produce. We use certain terms on this website such as "measured", "indicated", and "inferred" "resources," which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 40-F which may be secured from us or from www.sec.gov/index.htm
Note to U.S. Investors concerning estimates of Measured Resources and Indicated Resources. This website uses, or may use, the terms “measured resources” and “indicated resources”. We caution U.S. investors that while those terms are recognized and required by Canadian Security Administrators pursuant to NI 43-101, the SEC does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.
Notes to U.S. Investors concerning estimates of Inferred Resources. This website uses the term “inferred resources”. We caution U.S. investors that while this term is recognized and required by Canadian Securities Administrations pursuant to NI 43-101, the SEC does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian Securities Administration rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.
Third Party Links
Rubicon has provided links from this website to several other websites which are arms-length to the Company. The viewer should be aware that in linking to these outside websites, he or she is leaving the Rubicon website and that Rubicon is not responsible for the content of any other website.
Rubicon is committed to ensuring that the privacy of your personal information is protected. Rubicon’s commitment to you has been developed in accordance with British Columbia’s Personal Information Protection Act and ensures that your personal information will only be collected, used, and disclosed in compliance with the law. Rubicon does not collect any personal information about visitors to this website other than information as you may specifically and knowingly provide to Rubicon or other such personal information as is as indicated below. Personal information collected by Rubicon will not be transferred to any party outside of Rubicon unless otherwise stated at the time of collection.
Rubicon may collect and maintain statistics relating to the number of visits to the website, the types of browsers used and the Internet Protocol Address of the originator. This information is used only for internal purposes.
Any material, information or other communication including, but not limited to, questions, comments or suggestions you transmit to Rubicon through this website will be considered non-confidential and non-proprietary. In making any such transmission, you agree that Rubicon will have no obligations of any kind with respect to those communications. Where it is necessary, in order to respond to your enquiry, the communications you provide may be passed on within the Rubicon organization. By sending any communications to us, you are consenting to the personal information contained therein being transferred within Rubicon and being processed by Rubicon for these purposes. You are prohibited from posting or transmitting to or from Rubicon any unlawful, threatening, libelous, defamatory, obscene, pornographic or other such materials in addition to materials or communications that may violate any law.
Your use of this website shall be governed by the laws of the Province of British Columbia and any applicable federal laws of Canada. You hereby attorn to the exclusive jurisdiction of the Courts of British Columbia in respect of all matters arising out of your use of this website, and the courts of the Province of British Columbia shall have exclusive jurisdiction over any dispute arising out of your use of this website.
Date of Issue: April, 2013