TORONTO, ONTARIO--(Marketwired - Dec. 2, 2016) - Rubicon Minerals Corporation (TSX:RMX) ("Rubicon" or the "Company") announces that the resolution (the "Plan Resolution") approving the Company's plan of compromise and arrangement (the "Plan") pursuant to which the Company's previously announced refinancing and restructuring transaction (the "Restructuring Transaction") was approved by the requisite majorities of Affected Creditors that voted, in person or by proxy, on the Plan Resolution at the meetings held on December 2, 2016.
Rubicon intends to seek approval of the Plan ("Sanction Order") from the Ontario Superior Court of Justice (Commercial List) on December 8, 2016 and will proceed to close the transaction shortly thereafter. Implementation of the plan is subject to receipt of the Sanction Order and to the satisfaction or waiver of certain other conditions precedent set forth in the Plan.
A copy of the term sheet which outlines the terms of the Restructuring Transaction is available on the Company's profile on SEDAR and on the Company's website at www.rubiconminerals.com.
Share Sale Agreement
Pursuant to and upon completion of the Restructuring Transaction, the principal amount outstanding under the loan agreement between the Company and CPPIB Credit Investments Inc. ("CPPIB Credit") dated May 12, 2015 will be reduced to C$12 million and in exchange CPPIB Credit will receive consideration including a payment of C$20 million and 14,536,341 newly issued common shares of the Company ("Common Shares") representing 26.97% of the issued and outstanding Common Shares. CPPIB Credit has agreed to sell 4,536,341 common shares in a private transaction to BMO Capital Markets ("BMO") at a price of C$1.33 per share for aggregate gross proceeds of C$6,033,333.53. The sale to BMO is conditional upon, among other things, the completion of the Restructuring Transaction. Rubicon understands that BMO intends to sell those shares, as principal, to investors. Following the sale to BMO, CPPIB Credit will hold 10,000,000 Common Shares representing approximately 18.56% of the issued and outstanding Common Shares.
TSX Expedited Listing Review Update
The Company has been notified that the TSX has deferred its decision regarding delisting the common shares of the Company with respect to meeting the requirements of continued listing until December 29, 2016. Although the Company believes that it will be in compliance with all TSX continued listing requirements upon conclusion of the delisting review, no assurance can be provided as to the outcome of such review and therefore, continued qualification for listing on TSX. 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 Restructuring Transaction, the Company's intended actions during the CCAA proceedings and the anticipated timing of the various steps of the CCAA proceedings, and the intentions of CPPIB Credit and BMO in respect of the sale of common shares of the Company.
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; the implementation and impact of the Restructuring Transaction; our ability to generate sufficient cash flow from operations or obtain adequate financing to fund our capital expenditures and working capital needs and meet our other obligations; the volatility of our stock price, and the ability of our common stock to remain listed and traded on the TSX; our ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of our current liquidity situation and the CCAA proceedings.
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.