TORONTO, ONTARIO--(Marketwired - Nov. 4, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Rubicon Minerals Corporation (TSX:RMX)(OTC PINK:RBYCF) ("Rubicon" or the "Company") announced it has completed its previously announced offering of subscription receipts (the "Subscription Receipts") with a syndicate of agents led by BMO Capital Markets, as lead agent, and including TD Securities Inc., National Bank Financial Inc., Mackie Research Capital Corporation and Primary Capital Inc. (collectively, the "Agents"), on an agency deal basis. A total of 33,840,000 Subscription Receipts were issued at a price of C$1.33 per Subscription Receipt for total gross proceeds of C$45,007,200 (the "Offering").
The proceeds of the Offering will be used to fund the Company's refinancing and recapitalization transaction (the "Restructuring Transaction"), previously announced on October 20, 2016. Proceeds from the Offering will be used to pay down a portion of the outstanding amounts owing to CPPIB Credit Investments Inc. ("CPPIB Credit"), commence exploration activities at the Phoenix Gold Project and for general working capital purposes. The gross proceeds from the sale of the Subscription Receipts will be held by an escrow agent pending satisfaction of the following conditions: (i) all conditions precedent to the completion of the Restructuring Transaction shall have been satisfied to the satisfaction of, or waived with the consent of, the lead agent; and (ii) there have been no material amendments to the terms and conditions of the Restructuring Transaction which have not been approved by the lead agent. There can be no assurance that these escrow release conditions will be satisfied.
Upon the satisfaction of the escrow release conditions: (a) one common share of the Company will be automatically issued in exchange for each Subscription Receipt (subject to customary anti-dilution protection), without payment of additional consideration or further action by the holder thereof; and (b) the proceeds from the sale of the Subscription Receipts will be released from escrow to the Company and a portion will be released to pay the remaining Agents' fee and fees of the escrow agent.
If the Restructuring Transaction fails to close by January 15, 2017, is terminated or the Company announces that it does not intend to proceed with the Restructuring Transaction, the gross proceeds of the Offering and pro rata entitlement to interest earned on the gross proceeds of the Offering, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
The issuance and listing of the common shares upon exchange of the Subscription Receipts is subject to TSX approval. The Company has filed an application for TSX approval for the Offering and an exemption from any required shareholder approval in connection with the Offering based on the financial hardship exemption. The Company has not received any approval from the TSX in respect of this application as of this date.
The Company's equity capital structure following the completion of the Restructuring Transaction is set out below.
| % Equity ownership following the approval of the Restructuring Transaction2 | ||
| Offering participants1 | 62.79% | |
| CPPIB Credit | 26.97% | |
| RG Gold AG (Royal Gold) | 5.58% | |
| Existing Rubicon shareholders | 4.65% | |
| Total: | 100.00% | |
| 1 George Ogilvie has invested C$500,000 worth of subscription receipts or approximately 0.70% of the equity ownership in Rubicon following restructuring. | ||
| 2 Numbers may not add up due to rounding. | ||
TSX Review Update
The Company has been notified that the TSX has deferred its decision regarding the common shares of the Company with respect to meeting the requirements of continued listing until November 30, 2016. The common shares will remain suspended from trading until further notice.
RUBICON MINERALS CORPORATION
Julian Kemp
Interim President, CEO, and Chair
Cautionary Statement regarding Forward-Looking Statements and other Cautionary Notes
This news release contains statements that constitute "forward-looking statements" and "forward looking information" (collectively, "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "intends", "may", "will", "should", "plans", "anticipates", "potential", "expects", "estimates", "forecasts", "budget", "likely", "goal" and similar expressions or statements that certain actions, events or results may or may not be achieved or occur in the future. In some cases, forward-looking information may be stated in the present tense, such as in respect of current matters that may be continuing, or that may have a future impact or effect. Forward-looking statements reflect our current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to statements regarding the amount and intended uses of the proceeds of the Offering and the anticipated capital structure of the Company following completion of the Offering and Restructuring Transaction.
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. If such opinions and estimates prove to be incorrect, actual and future results may be materially different than expressed in the forward-looking statements. 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; the price of gold will remain at or attain levels that would render the Phoenix Gold Project potentially economic; that any proposed exploration, operating and capital plans will not be disrupted by operational issues, title issues, loss of permits, environmental concerns, power supply, labour disturbances, financing requirements or adverse weather conditions; Rubicon will continue to have the ability to attract and retain skilled staff; and there are no material unanticipated variations in the cost of energy or supplies.
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: possible variations in mineralization, grade or recovery or throughput rates; uncertainty of mineral resources, inability to realize exploration potential, mineral grades and mineral recovery estimates; actual results of current exploration activities; actual results of reclamation activities; uncertainty of future operations, delays in completion of exploration plans for any reason including insufficient capital, delays in permitting, and labour issues; conclusions of future economic or geological evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other risks of the mining industry; delays and other risks related to operations; timing and receipt of regulatory approvals; the ability of Rubicon and other relevant parties to satisfy regulatory requirements; the ability of Rubicon to comply with its obligations under material agreements including financing agreements; the availability of financing for proposed programs and working capital requirements on reasonable terms; the ability of third-party service providers to deliver services on reasonable terms and in a timely manner; risks associated with the ability to retain key executives and key operating personnel; cost of environmental expenditures and potential environmental liabilities; dissatisfaction or disputes with local communities or First Nations or Aboriginal Communities; failure of plant, equipment or processes to operate as anticipated; market conditions and general business, economic, competitive, political and social conditions.
Forward-looking statements contained herein are made as of the date of this news release 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. Readers are advised to carefully review and consider the risk factors identified in the Management's Discussion and Analysis for period ending December 31, 2015 under the heading "Risk Factors" for a discussion of the factors that could cause Rubicon's actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Readers are further cautioned that the foregoing list of assumptions and risk factors is not exhaustive and it is recommended that prospective investors consult the more complete discussion of Rubicon's business, financial condition and prospects that is included in this news release. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release
