/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TSX:RMX | NYSE AMEX: RBY
VANCOUVER, Feb. 6, 2012 /CNW/ - Rubicon Minerals Corporation (RMX:TSX | RBY:NYSE-AMEX) ("Rubicon" or the "Company") announces that it has entered into an agreement with a syndicate of
underwriters co-led by GMP Securities L.P. and TD Securities Inc.
(collectively, the "Underwriters"), which has agreed to purchase, on a bought deal basis, 49,000,000
common shares (the "Shares") of the Company at a price of Cdn$4.10 per Share, for aggregate gross
proceeds of Cdn$200,900,000. The Underwriters will also have the
option, exercisable in whole or in part at any time up to 30 days after
the closing of the offering, to purchase up to an additional 7,350,000
Shares. In the event that the option is exercised in its entirety, the
aggregate gross proceeds of the offering will be Cdn$231,035,000.
The Company plans to use the net proceeds from the offering to advance
the development of the Phoenix Gold Project and for working capital and
general corporate purposes.
The Shares will be offered by way of a short form prospectus to be filed
in all of the provinces of Canada (other than the Province of Québec)
pursuant to National Instrument 44-101 Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an
exemption from the registration requirements of the United States Securities Act of 1933, as amended.
The offering is scheduled to close on or about February 29, 2012 and is
subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the
Toronto Stock Exchange, NYSE Amex and the securities regulatory
This press release is not an offer or a solicitation of an offer of
common shares for sale in the United States. The common shares have
not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.
About Rubicon Minerals Corporation
Rubicon Minerals Corporation is an exploration and development company,
focused on exploring and developing its high-grade gold discovery at
its Phoenix Gold Project in Red Lake, Ontario. Rubicon controls over
100 square miles of prime exploration ground in the prolific Red Lake
gold district of Ontario which hosts Goldcorp's high-grade, world class
Red Lake Mine. Rubicon's shares are listed on the NYSE Amex (RBY) and
the TSX (RMX) Exchanges and have traded on average, 1.7 million shares
per day in 2011. Rubicon's shares are included in the S&P/TSX
Composite Index and Van Eck's Junior Gold Miners ETF.
RUBICON MINERALS CORPORATION
"David W. Adamson"
President & CEO
Forward Looking Statements
This news release 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 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", "should", "could", or "might" occur or
be achieved and other similar expressions.
The forward-looking statements that are contained in this news release
are based on various assumptions and estimates by Rubicon and involve a
number of risks and uncertainties. As a consequence, actual results
might differ materially from results forecast or suggested in these
forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties, assumptions and other factors that
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.
Factors that could cause the actual results to differ include: risks
relating to fluctuations in the price of gold; the inherently hazardous
nature of mining-related activities; uncertainties concerning resource
estimates; 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. These
statements are based on a number of assumptions, including assumptions
regarding general market conditions, timing and receipt of regulatory
approvals, the ability of Rubicon and other relevant parties to satisfy
regulatory requirements, the availability of financing for proposed
transactions and programs on reasonable terms and the ability of
third-party service providers to deliver services in a timely manner.
Although Rubicon has attempted to identify important factors that could
cause actual results to differ materially from those expressed or
implied in forward-looking statements, there may be other factors which
cause actual results to differ. 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. 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.
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
SOURCE Rubicon Minerals Corporation
For further information:
Bill Cavalluzzo, VP-Investor Relations, Toll free: 1.866.365.4706
E-mail: firstname.lastname@example.org | www.rubiconminerals.com
Rubicon Minerals Corporation | Suite 1540-800 West Pender Street | Vancouver BC, CANADA V6C 2V6