Not for distribution to US wire services or
dissemination in the United States
David W. Adamson, President and CEO of Rubicon Minerals Corporation
("Rubicon") (RMX.TSX; RBY.AMEX) is pleased to announce that Africo
Resources Ltd. ("Africo"), a company in which Rubicon currently holds an
approximate 40% interest, has entered into an agreement with Canaccord
Capital Corporation pursuant to which Canaccord will offer, on a
syndicated best efforts private placement basis, subscription receipts
("Subscription Receipts") of Africo for aggregate gross proceeds to
Africo of a targeted minimum of CAD$25 million (the "Offering"). The
Subscription Receipts will be priced in the context of the market. Upon
the completion of the Offering, the gross proceeds of the Offering will
be placed into escrow (the "Escrowed Funds"). Each Subscription
Receipt will entitle the holder thereof to acquire, without payment of
any additional consideration, one common share of CopperCo Resource
Corp. ("CopperCo"). CopperCo will be a new publicly listed company
holding 100% of the outstanding shares of Africo following completion of
Rubicon's proposed Plan of Arrangement (the "Arrangement"). The
Subscription Receipts will automatically be exchanged for common shares
of CopperCo, and the Escrowed Funds will be released to Africo, upon the
satisfaction by Africo of certain conditions, including, but not
limited to, the receipt of all court and shareholder approvals required
to complete the Arrangement (the "Conditions").
It is anticipated that upon the satisfaction of the Conditions, the
CopperCo shares issued upon the exchange of Subscription Receipts
pursuant to the Arrangement will be free of any statutory hold period in
Canada. For a more detailed description of the Arrangement, see the
Rubicon management information circular dated July 7, 2006 which is
available for viewing or downloading on the SEDAR website
Canaccord will receive a cash commission in the amount of 6% of the
aggregate gross proceeds of the Offering, payable by Africo upon the
release to Africo of the Escrowed Funds. In addition, upon closing of
the Offering, Africo will issue to Canaccord a compensation option which
will be automatically exchanged under the Arrangement for Broker
Warrants entitling Canaccord to acquire that number of CopperCo shares
which is equal to 6% of the Subscription Receipts sold under the
Offering. The Broker Warrants will be exercisable at a price equal to
the issue price of the Subscription Receipts, and will expire 18 months
from the date of issue.
The net proceeds from the Offering shall be used for development of
Africo's Kalukundi copper-cobalt project in the Democratic Republic of
Congo, as well as for general corporate purposes.
Completion of the Arrangement is subject to certain conditions,
including receipt of a tax ruling from Canada Revenue Agency, completion
of the Offering, and receipt of a final order from the British Columbia
Supreme Court approving the Arrangement.
Rubicon Minerals Corporation
Rubicon Minerals Corporation is a Canadian-based mineral exploration
company listed on both the TSX and AMEX. As part of its diverse asset
base, Rubicon holds approximately a 40% interest (7.74 million shares)
in Africo. A feasibility study has been completed in respect of Africo's
high-grade copper/cobalt Kalukundi project in the Democratic Republic
of Congo. Upon completion of the Arrangement, Rubicon will transfer to
its shareholders the interest of Rubicon in Africo.
Africo Resources Ltd.
Africo is a mining company developing the Kalukundi copper-cobalt
project in the Democratic Republic of Congo. A positive feasibility
study has been completed in respect of the Kalukundi project with
projected economics over a ten year mine life. Africo's equity share of
reserves and resources includes proven and probable reserves of 308
million pounds of copper and 89 million pounds of cobalt and an
additional 178 million pounds of copper and 34 million pounds of cobalt
in measured and indicated resources and 653 million pounds of copper and
144 million pounds of cobalt in inferred resources.
The results summarized in this news release were generated by the
independent consulting firms listed below, as reported in the NI 43-101
feasibility study technical report relating to the Kalukundi project and
available on SEDAR. The individual qualified persons, as defined by NI
John Hearne, RSG Global, for the Mining section including Mining Opex;
Julian Verbeek, RSG Global, for the Resources section;
Dave Dodd, MDM Engineering Ltd., for the Metallurgy, Process Design,
and Process Opex sections; and
Kees Dekker, RSG Global for the Financial Evaluation section.
RUBICON MINERALS CORPORATION
David W. Adamson, President & CEO
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
This news release contains certain statements that may be deemed
"forward-looking statements". All statements in this release, 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: the proposed
Africo/CopperCo financing; and Rubicon's proposed Plan of Arrangement,
including the proposed transactions involving Africo and CopperCo.
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 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. The Company undertakes no obligation to update 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 timing of the receipt of shareholder, regulatory, court and
governmental approvals for Rubicon's, Africo's and CopperCo's proposed
transactions, the availability of financing for Rubicon's, Africo's and
CopperCo's proposed transactions and exploration and development
programs on reasonable terms and the ability of third-party service
providers to deliver services in a timely manner. The foregoing list of
assumptions is not exhaustive. Events or circumstances could cause
results to differ materially.
This news release uses the terms "inferred resources", "indicated
resources", "measured resources", and "mineral resources". The Company
advises investors that although these terms are recognized and required
by Canadian securities regulations (under National Instrument 43-101
"Standards of Disclosure for Mineral Projects"), the US Securities and
Exchange Commission does not recognize these terms. Investors are
cautioned not to assume that any part or all of the mineral deposits in
these categories will ever be converted into reserves. In addition,
"inferred resources" have a great amount of uncertainty as to their
existence, and economic and legal feasibility. It cannot be assumed that
any part of an Inferred Mineral Resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of Inferred Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, or economic studies except for a Preliminary Assessment as
defined under National Instrument 43-101. Investors are cautioned not to
assume that part or all of an inferred resource exists, or is
economically or legally mineable.