RUBICON MINERALS CORP

Filed to end its US registration under Rule 12h-6, suspending SEC reporting immediately and terminating it after 90 days, while keeping the TSX listing and the OTC Pink quotation. This is the last filing in the US record: the CPPIB default and the sale-or-restructuring review were still unresolved when the reporting stopped.

listing compliance notice

Missed the CPPIB loan covenant requiring the mill to process an average of 875 tonnes a day over 60 consecutive days by 12 February 2016, which becomes an event of default unless cured within 30 days. CPPIB reserved its rights on certain other defaults but said it supported the strategic review and had no current intention to enforce.

debt default or forbearance

NYSE Regulation notified Rubicon on 11 January 2016, the same day as the resource write-down, that it was suspending trading immediately and starting delisting proceedings because of the low share price. The TSX listing continued, and Rubicon expected OTC Pink quotation under RBYCF.

listing compliance notice

SRK's rebuilt model cut indicated resources 91% to 106,000 ounces (0.492 Mt at 6.73 g/t) and inferred 86% to 307,000 ounces (1.519 Mt at 6.28 g/t) against the 2013 estimate, and Rubicon stated that the study it built the mine on "is no longer considered to be correct". The reason given: east-west D2 shear structures control the high-grade gold, which is far less continuous than the wider-spaced 2013 drilling had suggested. Phoenix produced 4,906 ounces from 57,793 tonnes in 2015 against the 2013 plan's 165,300 ounces a year, and the board hired BMO and TD Securities to look at a sale, merger or restructuring.

resource reserve update

Suspended underground work to rebuild the geological model and write a project implementation plan, with interim chief executive Michael Winship saying that during trial stoping "we have discovered that the F2 Gold Deposit is much more geologically complex compared to our understanding of it from historical drilling". Four months after first gold, the company was saying the rock was not what the model said it was.

production update

Ontario's environment ministry ordered the mill shut on 30 September to treat high ammonia levels in the tailings water, discharge treated effluent and upgrade the tailings facility, following a first order on 8 September that had been amended three times. Underground development and trial stoping continued.

production update

Poured first gold at Phoenix - about 741 ounces - four years after Agnico-Eagle's C$70.0m investment. Mill construction was complete, commissioning was due to finish in early July and stoping was about to begin on the 244 m and 305 m levels.

production update

Borrowed US$50.0m from CPPIB Credit Investments, a Canada Pension Plan subsidiary, on a five-year secured loan at 7.5% cash interest with the whole principal due on 12 May 2020, and issued CPPIB 10 million warrants at C$1.715 (about 2.5% of shares outstanding). Drawn in full; it is the first debt on the balance sheet after four years of equity and royalty funding.

debt financing

Settled with Wabauskang First Nation: the band agreed to drop its appeal against the August 2014 dismissal of its judicial review of the Phoenix closure plan, and the two signed an exploration accommodation agreement setting out terms for a wider benefits agreement. It ends the legal challenge begun in December 2012.

material agreement

Closed the unit offering with the over-allotment taken up in full: 74.29 million units at C$1.55 for C$115.1m, each unit carrying half a warrant exercisable at C$2.00 until March 2015.

capital raising announcement

Filed an amended and restated version of the June 2013 technical report, re-issued 28 February 2014 with the effective date unchanged. This is the specific document - effective 25 June 2013, issued 28 February 2014 - that Rubicon said in January 2016 "is no longer considered to be correct".

resource reserve update

Bought deal of 64.6 million units at C$1.55 for C$100.1m, each unit a share plus half a warrant, to finish building Phoenix. The price is well below the C$4.10 a share raised in February 2012.

capital raising announcement

Shaft sinking finished in mid-December 2013 at a total depth of 730 m, with the mill building, initial tailings facility, earthworks and a 200-person camp complete and underground development under way.

production update

Signed a US$75.0m gold stream with RGLD Gold AG, a Royal Gold subsidiary, paid in five installments for Phoenix construction. Rubicon would deliver 6.30% of gold until 135,000 ounces and 3.15% after, with Royal Gold paying 25% of spot; about US$100m more financing was still needed.

material agreement

The SRK technical report documented the resource model and mine plan behind the 2.19-million-ounce, 13-year preliminary economic assessment. It stated the study was preliminary, included inferred resources too speculative to be reserves, and that 'there is no inference of mineral reserves'.

resource reserve update

SRK's rebuilt estimate put indicated resources at 4.12 million tonnes grading 8.52 g/t gold (1.129 million ounces) and inferred at 7.45 million tonnes grading 9.26 g/t (2.219 million ounces), both at a 4.0 g/t cut-off - 111% more indicated ounces than 2011, but on far more tonnes at a lower cut-off and at roughly half the grade AMC had estimated. The new mine plan switched to longhole stoping for 2.19 million ounces over 13 years, a 27.0% after-tax return and a C$531m net present value, and disclosed a C$106m funding shortfall against C$118m of working capital.

resource reserve update

Agnico-Eagle told Rubicon it had sold a significant part of its shareholding into the market, less than eleven months after buying 9.2% for C$70.0m at C$3.23 a share and being granted rights to maintain that stake.

other

Raised the Phoenix budget to the end of Q3 2012 by C$27.8m to C$82.8m, mainly to accelerate mill foundations and fabrication of the mill building and to complete the down payment on the SAG and ball mills. Rubicon said all of the spending was contemplated by the existing study and reported C$235m of working capital at 31 March.

production update

Closed the bought deal announced on 6 February: 49.0 million shares at C$4.10 for gross proceeds of C$200.9m.

capital raising announcement

Sold 49.0 million shares at C$4.10 on a bought-deal basis for C$200.9m, with an over-allotment option for a further 7.35 million, to fund Phoenix development and working capital. The price is about 27% above the C$3.23 Agnico-Eagle paid six months earlier.

capital raising announcement

Committed to a 12-month, C$55m programme: extending the shaft from 338 m to 610 m, 600 m of new underground development on three levels, and 70,000 m of drilling, with the stated aim of proving enough additional indicated resources to support at least five years of production and keep the mine on track for a possible start in Q4 2013. C$3.6m went to long-lead orders including the SAG and ball mills.

drilling progress report

The AMC study itself: indicated resources of 1.03 million tonnes at 14.5 g/t gold (477,000 ounces) and inferred of 4.23 million tonnes at 17.0 g/t (2,317,000 ounces) at a 5.0 g/t cut-off, supporting a conceptual 12-year, 450,000-tonne-a-year mine costing C$214m to build, with a 5% net present value of C$433m and a 28% return at US$1,100 gold. AMC warned that the estimated grades depend heavily on a small number of high-grade drill intercepts and that being able to find and mine those zones "presents both its greatest risk and greatest reward potential".

resource reserve update

Filed the NI 43-101 technical report behind the preliminary economic assessment announced on 29 June 2011, prepared by AMC Mining Consultants with metallurgy by Soutex, and said it contained no material differences from that announcement.

resource reserve update

Agnico-Eagle agreed to buy 21,671,827 shares at C$3.23 for C$70.0m, taking 9.2% of Rubicon plus rights to top up its stake in later issues, with the money earmarked for drilling and development on the F2 gold system at the Phoenix project in Red Lake, Ontario. The two also agreed to negotiate a technical services agreement giving Rubicon access to Agnico's geological and mining engineers.

capital raising announcement

The C$70.0m Agnico-Eagle placement closed the day after it was announced.

capital raising announcement

The original AMC preliminary economic assessment: 477,000 indicated ounces declared for the first time, a 12-year mine at 1,250 tonnes a day producing 180,000 ounces a year at a mined grade of 13.87 g/t, C$214m to build, a 28% pre-tax return and a C$433m net present value at US$1,100 gold. The mine plan used 2.0 million ounces - 72% recovery of the resources then identified - at a 6.0 g/t mining cut-off. This is the study Rubicon built the Phoenix mine on.

resource reserve update

Following the British Columbia Securities Commission review, Rubicon amended its inferred resource to 5.5 million tonnes at 20.34 g/t for 3,597,000 ounces uncapped, or 3,057,000 ounces capped at 17.29 g/t. The uncapped figure was about 410,000 ounces below the 4,007,000 ounces in the January 2011 report, as the depth limit was cut to 1,200 metres.

resource reserve update

The British Columbia Securities Commission reviewed the technical report carrying the 4.0-million-ounce inferred resource and geological potential estimates, and Rubicon said it expected to file an amended report - the first time a regulator questioned the numbers underpinning the project.

resource reserve update

Bulk sampling began in the core of the F2 system, with delineation drilling inside the 4.0-million-ounce inferred resource returning 544.5 g/t gold over 2.3 m.

drilling result

First NI 43-101 resource: an inferred 6.2 million tonnes at 20.1 g/t gold for 4,007,000 ounces at a 5 g/t cut-off, prepared by Geoex on the polygonal method from 166,886 m of drilling in 237 holes to 31 July 2010, alongside a stated geological potential of 13.3-16.1 million ounces. Everything is inferred; there is no indicated or measured category and no reserve.

drilling result

First results from the 27,000 m underground delineation programme, including 568.9 g/t gold over 2.5 m in a previously unrecognised north-east-trending subzone. Cross-cuts had by now physically exposed the core zone, and the drilling was outlining several discrete subzones trending at different angles - the structural complexity that the 2016 remodelling later put at the centre of its explanation.

drilling result

Rubicon filed the underwriting agreement and prospectus documents for a sale of 45,714,357 of its shares by two existing shareholders, McEwen Trading LP and Evanachan Limited (Robert McEwen's entities), to GMP Securities at C$4.16 per share, a total of C$190,171,725.10. The shares are being sold by those holders, not newly issued by Rubicon, so the filing text does not show any money going to the company. The filing text shown is truncated, so closing and the commission are not confirmed here.

regulatory community update

Hole 305-05, the first test from the underground 305 m level across the F2 core zone, returned 1.24 oz/ton gold over 22.5 feet; drifting to reach the core zone began.

drilling result

Outlined a C$60m Phase II programme for 2010, expanding the 9X exploration drilling and adding delineation drilling.

drilling progress report

Closed at C$86.3m with the over-allotment in full: 18,975,000 shares at C$4.55.

capital raising announcement

Announced a C$75.1m bought deal at C$4.55 a share - the highest price Rubicon raised at in the whole record, before any resource estimate had been published.

capital raising announcement

The board approved an expanded 12-month, C$25m programme of at least 80,000 m of drilling, testing an area six times the size of the F2 core zone.

drilling progress report

Closed a C$40.0m bought deal: 25,000,000 shares at C$1.60, for exploration and development at Phoenix.

capital raising announcement

Received the permits to start underground advanced exploration under the approved closure plan, with shaft dewatering and rehabilitation due to finish by the end of March. The move from drilling to physical underground access.

drilling progress report

F2 kept getting better: 42.4 g/t gold over 11.0 m in hole F2-08, and additional assays widened hole F2-07's intercept to 24.4 g/t over 17.0 m.

drilling result

Rush assays from hole F2-07 at the new F2 zone returned 36.50 g/t gold over 8.0 m of core length at a vertical depth of 380 m. Drilling was continuing with two rigs.

drilling result

Discovered a new gold zone at Phoenix with 283 g/t over 1.0 m, 34.6 g/t over 2.0 m and 36.0 g/t over 1.0 m. This is the F2 discovery, dated by the company's later reports to 27 February 2008 - everything that follows for the next eight years comes from it.

drilling result

Closed the arrangement on 8 December 2006. Shareholders of record on 19 December received shares in Africo Resources (the Congo copper-cobalt assets) and Paragon Minerals (Newfoundland) alongside their Rubicon shares, leaving Rubicon focused on Red Lake.

business combination

Explained the plan of arrangement to shareholders: Rubicon believed its share price did not reflect a diverse asset base, so it was spinning the non-core assets out into separately listed companies.

business combination