General Disclaimer
Rubicon Minerals Corporation "Rubicon Minerals", has taken all reasonable care in producing and publishing information contained on this web site, and will endeavor to do so regularly. Material on this site may still contain technical or other inaccuracies, omissions, or typographical errors, for which Rubicon Minerals assumes no responsibility. Rubicon Minerals does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this site. Under no circumstances, including, but not limited to, negligence, shall Rubicon Minerals 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 site. 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 site, except for personal use unless you have obtained our express permission.
The TSX has not reviewed the information on this web site and does not accept responsibility for the adequacy or accuracy of it.
Notice to US Investors on Corporate Governance Differences to Standard NYSE Amex US Exchange Listing Rules.
The common shares of Rubicon Minerals Corp. (the "Company") are listed on the NYSE Amex ("NYSE Amex"). Section 110 of the NYSE Amex US Company Guide permits NYSE Amex 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 Amex listing criteria, and to grant exemptions from NYSE Amex 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 Amex standards is as follows:
Shareholder Meeting Quorum Requirement: The NYSE Amex minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on NYSE Amex 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 Amex 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 Amex 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. Toronto Stock Exchange rules require shareholder approval for the issuance of shares to insiders in private placements only where insiders are being issued more than 10% of the presently issued and outstanding shares. NYSE Amex 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. Toronto Stock Exchange 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 Amex 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 Toronto Stock Exchange.
The foregoing is consistent with the laws, customs and practices in Canada.
Forward-Looking Statements
This website contains certain statements that may be deemed "forward-looking statements". All statements in this website, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding Rubicon's planned exploration programs and may include statements regarding future financings or other corporate developments. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, inability to obtain required court, shareholder or regulatory approvals, and general economic market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to upgrade these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the receipt and timing of shareholder, court, and regulatory approvals, the availability of financing for proposed transactions and programs on reasonable terms, the ability and willingness of Rubicon's exploration partners to implement stated plans and perform existing obligations, and the ability of third-party service providers to deliver required services in a timely manner. The forgoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.
Third Party Links
Rubicon Minerals Corporation has provided links from this web site to several other web sites which are arms-length to the Company. The viewer should be aware that in linking to these outside web sites, he or she is leaving the Rubicon Minerals Corporation web site and that Rubicon Minerals Corporation is not responsible for the content of any other site.
Any reference made to the McFinley gold project "resource", according to Glenn Hogg, P.Eng. and QP, would be classified as an Inferred Mineral Resource under the standards of National Instrument 43-101 (see Rubicon's news releases for more information on the property).
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission ("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 (or press release), 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/edgar.sthtmlDate of Issue: November, 2011