R U B I C O N
Resources Limited
Annual Report 2009
ABN 38 115 857 988
ABN 38 115 857 988
From left to right:
Sam Middlemas, John Shipp,
Peter Eaton and Ian Buchhorn.
CORPORATE DIRECTORY
DIRECTORS
John Shipp - Non-Executive Chairman
Peter Eaton - Managing Director
Ian Buchhorn - Non-Executive Director
COMPANY
SECRETARY
PRINCIPAL
REGISTERED
OFFICE
AUDITOR
SHARE
REGISTRY
Robert S Middlemas
Level 2, 91 Havelock Street , West Perth
Western Australia 6005
PO Box 534 , West Perth
Western Australia 6872
Telephone: (08) 9214 7500
Facsimile: (08) 9214 7575
Email: info@rubiconresources.com.au
Internet: www.rubiconresources.com.au
Butler Settineri (Audit) Pty Ltd
Unit 16, 1st Floor, 100 Railway Road, Subiaco
Western Australia, 6008
Security Transfer Registrars Pty Limited
770 Canning Highway, Applecross
Western Australia, 6153
Telephone: (08) 9315 2333
Facsimile: (08) 9315 2233
Email: registrar@securitytransfer.com.au
CONTENTS
CHAIRMAN’S LETTER
REVIEW OF OPERATIONS
CONCISE FINANCIAL REPORT
DIRECTORS’ REPORT
AUDITOR'S INDEPENDENCE DECLARATION
INCOME STATEMENT
BALANCE SHEET
STATEMENT OF CHANGES IN EQUITY
CASH FLOW STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
STOCK
EXCHANGE
The Company's shares are quoted on the
Australian Stock Exchange.
DIRECTORS’ DECLARATION
AUDIT REPORT
The Home Exchange is Perth.
ASX CODE
RBR - ordinary shares
CORPORATE GOVERNANCE STATEMENT
ASX ADDITIONAL INFORMATION
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42
CHAIRMAN’S LETTER
Dear Shareholder,
On behalf of the Board of Directors of Rubicon Resources Limited, it is with pleasure that I present the Company’s Annual
Report for 2009.
The 2009 year has been one of Rubicon consolidating its position, particularly following the difficulties experienced in global
financial markets in late 2008. With significant cash resources available at that time and the Rubicon share price below cash
backing, Rubicon modified its strategy to focus on M&A and project acquisition opportunities. Following target generation and
risk assessment on all of its projects, further joint venture partners were sought where appropriate and exploration activities on
sole funded projects were minimised. Rubicon was able to reduce its cash spending rate dramatically in 2009 due to a number
of factors, including entering into three new joint ventures, Vale assuming the sole funded of exploration at the Warburton
project, a substantial reduction in the tenement portfolio, a reduction in discretionary exploration expenditure and a reduction
in staffing numbers and pay rates. These measures ensured that Rubicon was well placed to ride out the global financial crisis
and conserve its cash reserves.
The Company entered into three additional joint ventures at the Yindarlgooda Project during the year, complementing the
Rocky Dam Joint Venture with St Barbara Ltd. Significantly, the Company entered into an agreement with Integra Mining Ltd,
in which Integra is sole funding exploration of Rubicon tenements adjacent to Integra’s Salt Creek gold deposit. Integra is
currently bringing Salt Creek into production and successful exploration on the joint venture tenements by Integra could lead
to an early mining opportunity for Rubicon. The Yindarlgooda joint ventures total $7.9 million of potential exploration expenditure,
with Rubicon having the option of retaining a 49% interest in most tenements.
The Company continued to focus its exploration effort on managing the exploration of the Warburton Copper Project.
Joint venture partner Vale has committed to the Earn-in stage of the joint venture, thereby securing funding for this
significant project.
Rubicon’s sound financial position meant it was well-placed to take advantage of acquisition opportunities created through the
global financial crisis. Throughout 2009, Rubicon has secured a large ground holding at our Celia Project in the Laverton
Tectonic Zone, one of Australia’s premier gold belts. The Company is excited by the potential of this project area and has been
actively building up a dataset and generating targets to be explored as the tenements are granted.
Throughout 2009, we have seen ASX-listed companies achieve major re-rating through exploration success. Rubicon will aggressively
maintain a policy of drill-testing high quality targets that are capable of becoming company-making deposits in areas such as
Warburton and Celia.
Rubicon has continued to review project acquisition and M&A opportunities, principally in Australia, but also in other low risk
countries. While close to completion on some opportunities, Rubicon applies realistic value criteria, which have yet to be met,
and success has therefore not been forthcoming as yet. With ongoing focus and discipline, we believe that M&A success
ultimately can be achieved.
Finally, I would like to thank the Board, management and staff at Rubicon for their efforts over undoubtedly the hardest year in
Rubicon’s short history. Very difficult decisions had to be made and were expedited with due professionalism.
I would also like to thank our Shareholders for their ongoing support of the Company.
JOHN SHIPP
Chairman
Rubicon Resources Limited – ANNUAL REPORT 2009
1
2.
REVIEW OF OPERATIONS
2.1 HIGHLIGHTS
(cid:129)
(cid:129)
(cid:129)
(cid:129)
During the year, Rubicon Resource Limited (Rubicon) has achieved the following:
(cid:129)
Vale Australia EA Pty Limited (Vale) agreed to enter into the Earn-in stage of the Warburton Joint Venture, whereby it is now
sole funding Warburton exploration, earning 51% of the project by the expenditure of $3.0m. Rubicon continues to manage
the exploration on behalf of the joint venture.
Exploration activities at Warburton included a detailed aeromagnetic survey over a 60-kilometre strike extent of prospective
stratigraphy and an initial reverse circulation (RC) drilling program. A best intersection of 49m @ 0.33% copper was
recorded, confirming the potential of the project.
A $148,400 Western Australian Co-Funding Government-Industry Drilling Program grant was successfully applied for to
fund 50% of the direct drilling costs for the RC drilling program and a proposed deep diamond drill hole at Warburton.
RC drilling to the north of the Salt Creek Gold Deposit at Yindarlgooda intersected promising supergene results, including
28m @ 0.53g/t and 16m @ 0.73g/t gold.
Rubicon entered into three new joint ventures on its Yindarlgooda Project to complement the Rocky Dam Joint Venture with
St Barbara Ltd. Potential exploration expenditure of up to $7.9 million may be expended by funding parties. The joint
ventures are:
–
Peters Dam Joint Venture with Integra Mining Ltd on tenements adjacent to the Salt Creek gold deposit. Integra can
earn 51% or 70% (at Rubicon’s election) by the expenditure of up to $2.5 million.
Yalla Burra Joint Venture with Quadrio Resources Pty Ltd (a wholly owned subsidiary of Dominion Mining Ltd) on tenements
south of Peters Dam. Dominion may earn 70% of the tenements through the expenditure of $0.6m.
Mt McLeay Joint Venture with Bluestar Resources Ltd on tenements at the northern end of the Yindarlgooda Project.
Bluestar may earn 51% or 70% (at Rubicon’s election) by the expenditure of up to $0.8m.
–
–
(cid:129)
(cid:129)
Acquisition of the 700km² Celia project in the Laverton Tectonic Zone, largely through open ground applications.
Significant rationalisation of tenement portfolio undertaken to preserve exploration funds.
2.2
STRATEGIC OVERVIEW
Rubicon’s strategic objective remains unchanged and is to create an income-generating mining company as soon as possible,
through exploration that is focused on the discovery of mineral resources capable of conversion to mining reserves on either its
existing projects or on new opportunities to be assessed.
Rubicon is at present a mineral exploration company focussed on gold and copper. Rubicon controls 7,300km² of prospective
tenements in six project areas in Western Australia and one in Queensland (Figure 1).
Rubicon’s project portfolio consists of large contiguous areas within highly mineralised provinces, including the Western
Australian Goldfields (Celia, Desdemona, Yindarlgooda, Erlistoun and Bencubbin), the Musgrave Province (Warburton) and the
Mt Isa Inlier (Canobie). Exploration of these projects continued at a high level in the second half of calendar 2008, particularly
associated with the completion of the evaluation phase program of the Vale Joint Venture at Warburton and also at Yindarlgooda.
2
Rubicon Resources Limited / ANNUAL REPORT 2009
Warburton Project
- Looking north
towards the
Warburton Ranges.
Like most listed exploration companies, Rubicon was required to re-assess its position in late-calendar 2008 to ensure that it
not only reacted to the problems created by the Global Financial Crisis, but was also in a position to take advantage of the
opportunities it created.
With a robust cash position, the Company viewed these times as one of opportunity in terms of the availability of quality exploration
ground and more advanced project and M&A opportunities. The Company took the view of minimising exploration activities on
non-core projects and accelerating the search for complementary project acquisition or merger opportunities to strengthen the
Company’s balance sheet and project portfolio.
The Company took very significant steps to ensure it remained in a position to minimise the impact on the future of the
Company and to take advantage of the opportunities available. These steps included:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Ongoing review of third party funding arrangements for Rubicon’s tenements resulting in Rubicon entering into the three
additional joint ventures at Yindarlgooda to complement existing joint ventures at Warburton and Rocky Dam. This ensures
a substantial third party expenditure on each of these project areas, while retaining a significant equity and exposure to
exploration success.
Vale committed to the Earn-in phase of the Warburton Joint Venture, which is now being sole-funded by Vale. Rubicon
continues to manage the project, enabling Rubicon to retain personnel and infrastructure and earn a management fee.
Rationalisation of non-core tenements was accelerated, resulting in a number of tenement application withdrawals and the
surrender or reduction of granted tenements where targets had not been generated or were already adequately tested.
Reduction of staffing costs through attrition, retrenchment and a pay cut across the Company, including Directors taking a
15% reduction.
Scaling back of exploration programs to ensure funds were channeled into the highest quality targets.
Dramatically scaling back on all other discretionary expenditure.
In the early part of calender 2009, Rubicon initiated and pursued a number of M&A opportunities; in particular, potential
mergers with companies with quality advanced projects but low cash reserves. A number of opportunities advanced to a due
diligence stage, but did not come to fruition. Rubicon continues to evaluate such opportunities as well as the review of
advanced projects for potential acquisition.
One of the effects of the financial crisis was a marked increase in exploration acreage available, particularly in Western Australia,
as competitor companies reduced costs by relinquishing tenure. This has enabled Rubicon to effectively acquire the 700km²
Celia project in the Laverton Tectonic Zone, one of Australia’s most productive gold belts, through open ground applications.
The Celia Project, along with the Warburton Joint Venture, will be Rubicon’s main exploration focus in the coming year.
Rubicon Resources Limited / ANNUAL REPORT 2009
3
2.
REVIEW OF OPERATIONS
(CONTINUED)
From left to right:
Re-sampling historic drill
cuttings at Celia.
Helicopter supported
sampling program,
Mondooma project,
Kimberley.
2.3 CORPORATE OVERVIEW
Rubicon listed on 2 February 2007 and has 80.25 million shares on issue and 8.25 million unlisted options as at the date of
this report. As at 30 June 2009, the Company retained $3.3 million cash.
2.4
PROJECT DESCRIPTIONS
SUMMARY
Rubicon’s projects are shown on Figure 1 and include:
The Warburton Project comprises 2,900km2 of exploration
licences within the western Musgrave Province.
This largely unexplored terrain has the potential for stratabound sediment-hosted copper (eg. Mt Isa and Michigan Copper belt)
as demonstrated by previous exploration and Rubicon’s work to date. The Warburton Project is being explored in conjunction
with major Rubicon shareholder; Vale Australia EA Pty Ltd, which is funding expenditure to earn an initial 51% interest in the
project. Rubicon is managing the exploration.
The Yindarlgooda Project comprises approximately 950km2 of tenure centred 55km east of Kalgoorlie. The project comprises
both gold and Volcanogenic Massive Sulphide-style (VMS) base metals occurrences. Known gold mineralisation within Rubicon
tenure occurs at Queen Lapage, Taurus and QE1 and Rubicon’s tenements are located adjacent to the 400,000 ounce Salt
Creek gold deposit. Rubicon has entered into four separate joint ventures with Integra Mining Limited, St Barbara Limited,
Dominion Mining Limited and Bluestar Resources Limited with collective potential earn-in commitments of $7.9 million.
The Celia Project comprises approximately 700 km2 of tenure over the southern part of the Laverton Tectonic Zone,
one of Australia’s most productive gold provinces. Mainly acquired through open ground acquisition during 2009, Rubicon
has secured tenure adjacent to and along strike of the Sunrise Dam, Granny Smith, Safari Bore, Butcher Well and Kangaroo
Bore gold deposits. The leases also encompass part of the ultramafic belt that hosts the Eucalyptus Bore nickel
laterite mineralisation.
The Desdemona Project comprises 1,200km2 of tenements located to the southeast of Leonora. This includes
leases adjacent to the historical Kookynie gold mining centres of Cosmopolitan, Butterfly, Orient Well and Niagara with
500,000 ounces of past production and leases along the Keith-Kilkenny Fault Zone. The western part of the project has the
southern continuation of the sequence that hosts the Teutonic Bore and Jaguar VMS base metal deposits to the north of
Rubicon’s tenements.
The 220km2 Bencubbin Project is located 70km north of Merredin and covers a gold-in-auger anomaly generated in the early
1990s, which returned up to 12m @ 2.2g/t gold in follow up drilling.
The Erlistoun Project comprises gold and non-nickel base metal rights to two exploration licences located approximately
70km north of Laverton.
The Canobie Project in Queensland comprises six exploration permits totalling 1,330km2 over magnetic, gravity and structural
targets in the covered northeastern part of the strongly mineralised Mt Isa Inlier.
4
Rubicon Resources Limited / ANNUAL REPORT 2009
Figure 1 Rubicon Project Locations and Tenements
Rubicon Resources Limited / ANNUAL REPORT 2009
5
2.
REVIEW OF OPERATIONS
(CONTINUED)
WARBURTON PROJECT
The Warburton Project comprises 2,900km2 of exploration licences within the western Musgrave Province (Figures 1 & 2).
Copper mineralisation was discovered at the Warburton Copper Target in the early 1960s and limited mining of narrow
copper-rich chalcocite veins was conducted at the Harry Simms Mine (Figure 2). The Warburton Copper Target was subjected
to a significant exploration campaign in the late 1960s and early 1970s that focussed on the discovery of further high grade
veins, culminating in the drilling of 12 diamond core holes, of which four intersected significant copper mineralisation up to
3.5m @ 8.2% copper and 16g/t silver.
In February 2008, Rubicon entered into an Evaluation and Farm-in Agreement over the project with Vale Australia EA Pty Ltd,
a wholly owned subsidiary of Vale S.A. (Vale).
During the year, Rubicon completed the Evaluation Phase of the Agreement, consisting of the expenditure of $1 million on the
initial evaluation and exploration of the project. At the end of this evaluation period, Vale committed to the Earn-in phase,
whereby Vale may spend $3 million over a three year period on further exploration and potential development. Upon spending
this $3 million, Vale may exercise an option to enter into an Exploration Joint Venture Agreement with Rubicon, thereby earning
51% of the project.
Vale may proceed to a 70% interest in the project by sole funding exploration and development studies up to the commencement
of a Bankable Feasibility Study (BFS) and an additional 5% interest by sole funding the BFS.
The project is located on Aboriginal Reserve Land and subject to land access agreements with the Ngaanyatjarra People.
Two additional land access agreements were signed over E69/2577 and E69/2582 during the year. Rubicon continues to
enjoy an excellent working relationship with the Ngaanyatjarra People and negotiations and clearance surveys have been
completed in an expedient and harmonious manner.
Rubicon is managing exploration at Warburton on behalf of the joint venture and exploration activities have focused on the
Warburton Copper Target (Figure 2). The Evaluation Phase exploration program consisted of regional mapping, soil sampling
and geophysical traverses (ground magnetics and gravity) over an approximate 50 kilometre strike of the prospective rock units
and the compilation and integration of all datasets into an overall interpretation. These datasets include Rubicon’s mapping,
sampling and geophysical data, previous company exploration data and regional public domain geophysical datasets.
From this work, the target areas defined in Figure 2 were identified and the concentration of known copper and conceptual
targets in the upper part of the volcano-sedimentary sequence from the Keeweenaw to the Lilian targets was highlighted.
Following this work, Vale committed to the Earn-in phase of the joint venture and a work program and budget was agreed
for 2009.
A number of new tenements over the defined targets were applied for as a result. E69/2577 covers the Keeweenaw target,
which is the western continuation of the favourable sequence under presumed thin sand cover. E69/2582 encompasses the
western continuation of the Jackie Junction Nickel-Copper Target in the footwall of interpreted Giles Complex rocks (the host
to the Babel-Nebo Nickel-Copper deposit to the east) and E69/2578 covers the similar Bentley Hill target.
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Rubicon Resources Limited / ANNUAL REPORT 2009
From left to right:
Project Geologist
Richie Miller RC
drilling at Warburton.
Camels at Warburton.
RC drilling at
Warburton
Figure 2 – Warburton Project Location, Geology & Targets
Rubicon Resources Limited / ANNUAL REPORT 2009
7
2.
REVIEW OF OPERATIONS
(CONTINUED)
From left to right:
Outcropping copper
mineralisation at
Warburton.
Managing Director
Peter Eaton and
Vale geologist Merle
Newton examine the
Simms workings at
Warburton.
Given the extensive, but shallow, cover over the 60-kilometre prospective strike extent and the known anomalism in the limited
outcropping areas, a 100-metre line spacing aeromagnetic survey was completed in early 2009 over the full extent of this zone
from the Keeweenaw to the Lilian target (Figure 2).
Rubicon was successful in an application for funding from the Western Australian Co-funded Government-Industry Drilling
Program. The program is part of a Western Australian Government exploration incentive scheme run through the Department
of Mines and Petroleum (DMP). Funding of up to $148,400 has been granted to Rubicon to offset 50% of direct drilling costs
associated with a reverse circulation (RC) drilling program (completed in 2009) and an 800m diamond hole to be drilled in
early 2010.
Based on the integrated interpretation of all data in the Warburton Copper Target, the RC drilling program was designed to test
a number of targets, including the down-dip extension of known mineralisation, geochemical anomalies and conceptual
geological positions (Figures 2 and 3). The Warburton Copper Target has known copper mineralisation (generally malachite and
chalcocite) in outcrop and in percussion and diamond drilling from previous exploration. Targeting was supplemented by
Rubicon soil and auger sampling and results from previous shallow vacuum drilling that recorded significant copper anomalies
with individual copper values of up to 4.1%. Potential structural and stratigraphic controls on this mineralisation have been
identified from Rubicon mapping and geophysical interpretation.
The drilling consisted of 18 holes for 2,422 metres (Figure 3). Hole depths of up to 150 metres were drilled to provide an
immediate scale of mineralisation extent by testing the known surface anomalism at significant depths.
While results did not define continuity of surface copper at depth in most cases, the drilling provided indications that the
sequence could host significant copper mineralisation. RWRC003 had the best result of 49m @ 0.33% copper, including
intercepts of 8m @ 0.78% and 6m @ 1.11% copper, associated with visible chalcocite (Figures 3 & 4). RWRC004 on the same
section had an intercept of 9m @ 0.13% copper, while RWRC018 had intercepts of 9m @ 0.12% and 7m @ 0.11% copper in
a conglomerate.
8
Rubicon Resources Limited / ANNUAL REPORT 2009
Figure 3 – Warburton Copper Targets – Geochemistry and July 2009 RC Drill Hole Locations
Figure 4 – Warburton RC Drilling Results - Line 5 Cross Section
Rubicon Resources Limited / ANNUAL REPORT 2009
9
2.
REVIEW OF OPERATIONS
(CONTINUED)
RC Drilling at Salt
Creek East,
Yindarlgooda Project
YINDARLGOODA PROJECT
Rubicon exploration activities at Yindarlgooda comprised 17 reverse circulation (RC) and three rotary air blast (RAB) holes
(1,578 metres) to test previous gold anomalies in RAB drilling at Tiger Lily, Red Dale North and Salt Creek North and to initially
test along strike from the Salt Creek deposit at Salt Creek East. Four RC holes at Salt Creek North tested previously-reported
RAB drilling anomalies along the major regional structure that hosts the Salt Creek deposit to the south (Figure 5). Drilling
intersected strong gold anomalism in three of the holes, including 28m @ 0.53g/t (including 3m @ 1.27g/t gold) in RYRC694.
A low level 50-metre flight line spacing aeromagnetic survey was flown over the Mt Monger and Taurus sub-project tenements
and incorporated into a detailed interpretation of the region.
During the year, Rubicon entered into three additional joint ventures over tenements at Yindarlgooda to complement the Rocky
Dam Joint Venture (Figure 5). The status of these joint ventures is as follows:
Rocky Dam Joint Venture (St Barbara Ltd earning 51% or 70% (at Rubicon’s election))
The Rocky Dam Joint Venture covers approximately 300km2 of Rubicon tenements at the northern end of the Yindarlgooda
project (Figure 5), including the Queen Lapage and QE1 gold deposits and the Rocky Dam base metal prospects. St Barbara
Ltd may earn a 51% interest through expenditure of $2.5m over three years and at Rubicon’s election, may then earn an
additional 19% by the additional expenditure of $1.5m over an additional two years. St Barbara must spend a minimum
$300,000 within twelve months before withdrawal, including at least $150,000 on direct drilling costs.
Exploration work by St Barbara has been limited to spectral scanning of stored chip cuttings samples from available RC or
aircore drill holes. The objective of the spectral scanning is to define mineral assemblages that are consistent with alteration
zones associated with gold mineralisation. Following an ethnographic clearance survey, St Barbara has proposed a 73-hole,
7,000 metre aircore drilling program to be completed in late 2009.
Peters Dam Joint Venture (Integra Mining Ltd earning 51% or 70% (at Rubicon’s election))
Rubicon entered into the Peters Dam Joint Venture agreement on the Mt Monger and Wattle Dam sub-project tenements with
Integra Mining Ltd (Integra) in July 2009.
The joint venture covers approximately 325km2 of Rubicon tenements at the southern end of the Yindarlgooda project adjacent
to Integra’s Salt Creek gold deposit (Figure 5). Under the terms of the agreement, Integra may spend $1.5m over three years
to earn a 51% interest in the tenements. At Rubicon’s election, Integra may then earn an additional 19% by the additional
expenditure of $1.0m over a further two years. Integra must spend a minimum $250,000 on direct drilling costs within twelve
months before withdrawal.
Integra is developing a significant gold mining operation focused around Salt Creek and exploration success in the discovery
of a commercial deposit by Integra on Rubicon’s tenements could expose Rubicon to the potential for early mining without a
major capital outlay. For this reason, Rubicon believes that the exploration of these tenements as part of Integra’s near-mine
exploration program is a better option than continuing sole exploration.
10
Rubicon Resources Limited / ANNUAL REPORT 2009
Figure 5 Yindarlgooda Project – Geology, Tenements, Prospects & Deposits
Yalla Burra Joint Venture (Dominion Mining Ltd earning 70%)
In June 2009, Rubicon entered into a joint venture agreement with Quadrio Resources Pty Ltd, a wholly owned subsidiary of
Dominion Mining Limited (Dominion), on the Yalla Burra sub-project tenements (Figure 5).
Under the terms of the agreement, Dominion has the right to earn a 70% interest in the tenements by the expenditure of
$600,000 over a four year period. Dominion must spend a minimum of $70,000 within twelve months of the commencement
date before withdrawal.
Dominion has commenced a major geochemical sampling and auger drilling program over the tenements.
Mt McLeay Joint Venture (Bluestar Resources Ltd earning 51% or 70% (at Rubicon’s election))
Rubicon entered into the Mt McLeay Joint Venture with private company Bluestar Resources Ltd covering Rubicon tenements
to the northwest of the Rocky Dam tenements (Figure 5). Under the terms of the joint venture, Bluestar must spend $300,000
within 30 months to earn a 51% interest in the tenements. At Rubicon’s election, Bluestar may earn an additional 19% by
expenditure of an additional $500,000 over a further two years. Bluestar has fulfilled its obligation to spend $80,000, including
$40,000 in direct drilling costs, by 30 June 2009.
Bluestar has been active on the joint venture drilling 86 RAB and aircore holes for 3,512 metres, principally adjacent to old
workings on the southern leases. A best result of 4m @ 4.05g/t gold has been recorded.
Rubicon Resources Limited / ANNUAL REPORT 2009
11
2.
REVIEW OF OPERATIONS
(CONTINUED)
Figure 6 Celia and Desdemona Project Tenements, Geology, Prospects & Deposits
CELIA PROJECT
Over the course of 2009, Rubicon has secured tenure at its Celia Project over the southern part of the Laverton Tectonic Zone,
one of Australia’s most productive gold provinces (Figure 6). This has resulted in Rubicon being one of the largest landholders
in the district with a holding of approximately 700 km2, including ground adjacent to, and along strike from, the Granny Smith,
Sunrise Dam, Butcher Well and Safari Bore gold deposits. The project leases also cover part of the ultramafic belt that hosts
the Eucalyptus Bore nickel laterite mineralisation. Rubicon has also recently purchased tenements at Gap Bore from local
prospectors (Figure 6).
Exploration work on the Celia project to date has comprised the acquisition and interpretation of detailed multiclient and open
file aeromagnetic and gravity data, a detailed review of previous exploration and consolidation of all drilling and surface sampling
data into a database, field review and rock chip sampling. Initial target generation has highlighted numerous targets including
untested positions along strike of the Butcher Well, Kangaroo Bore, Dewey and Choir Boy gold deposits/prospects, previous
drill anomalies and significant rock chip results (particularly in the Gap Bore tenements).
The Celia Project will be a strong focus for exploration during the coming year, including surface sampling where required and
drill testing of the targets defined by our reviews.
DESDEMONA PROJECT
At Desdemona, data compilation and a major geological interpretation were completed. While the interpretation and targeting
generated several targets for future exploration, Rubicon will offer this project for joint venture or sale, to enable focus on
exploration at Celia.
OTHER PROJECTS
A detailed data compilation and geological interpretation was undertaken over the Canobie project and a number of targets
defined. Given the depth of cover inferred for these targets, a joint venture partner is sought.
There was limited work undertaken during the year at Bencubbin and Erlistoun.
12
Rubicon Resources Limited / ANNUAL REPORT 2009
R U B I C O N
Resources Limited
ABN 38 115 857 988
CONCISE FINANCIAL REPORT
30 JUNE 2009
The concise financial report is an extract from the full financial report of Rubicon Resources Limited for the year
ended 30 June 2009. The financial statements and specific disclosures included in the concise financial report
have been derived from the full financial report of Rubicon Resources Limited, and cannot be expected to provide
as full an understanding of the financial performance, financial position and financing and investing activities of the
Company as the full financial report.
Further financial information can be obtained from Rubicon Resources Limited’s full financial report, a copy of
which, including the independent auditor’s report, is available to all shareholders on the Company’s website at
www.rubiconresources.com.au, and will be sent to shareholders without charge on request.
Level 2, 91 Havelock Street, West Perth WA 6005
PO Box 534, West Perth WA 6872
Rubicon Resources Limited / ANNUAL REPORT 2009
13
DIRECTORS’ REPORT
The Directors present their report on Rubicon Resources Limited at the end of, or during the year ended 30 June 2009.
DIRECTORS
The names and details of the Directors of Rubicon Resources Limited during the financial year and until the date of this
report are:
John Shipp – Assoc. Camborne School of Mines, FAusIMM
Non-Executive Chairman
Appointed 17 July 2006
John Shipp is a mining engineer with nearly 40 years of international experience in Australia, Africa, Fiji and Europe
involving open cut and underground mining for gold and base metals in a range of environments. Prior to joining the
Rubicon Board he was President of Barrick Gold Corporation’s Australia Africa Business Unit where he was involved in the
corporate acquisition of Placer Dome to form what is now the largest gold mining company in the world. Before this he
had been General Manager of both the KCGM Superpit in Kalgoorlie and the Boddington joint venture, respectively
Australia’s largest and second largest gold mines. Mr Shipp has also been involved in plant design, construction and
commissioning. In recent years his direction has been towards business development and the determination of strategic
direction at corporate level.
During the three year period to the end of the financial year, Mr Shipp held a directorship in Navigator Resources Limited
(7 August 2006 to present).
Peter Eaton – B.Sc (Hons), MAusIMM
Managing Director
Appointed 3 July 2006
Mr Eaton is a geologist with more than 30 years of experience in exploration, mining and acquisitions roles in Australia
and internationally (principally in the Asia–Pacific region). Prior to joining Rubicon he was General Manager – Geology
and Business Development with Aditya Birla Minerals Limited. During his tenure there, Mr Eaton was a part of the team
that completed a feasibility study on, and commissioned, the Nifty underground copper mine and completed a $300m
capital raising and ASX listing of the company. Mr Eaton previously held senior technical management positions with
WMC Limited, including site–based chief geologist roles and senior regional exploration roles and has also had significant
corporate experience in a number of listed exploration companies, including the previous role of Managing Director.
Ian Buchhorn – B.Sc (Hons), Dipl. Geosci (Min. Econ), MAusIMM
Non Executive Director
Appointed 19 August 2005
Mr Buchhorn is a Mineral Economist and Geologist with 34 years experience. He was the founding Managing Director of
Heron Resources Limited for a period of 11 years until early 2007 and now continues as Executive Director Strategy. Mr
Buchhorn previously worked with a number of international mining companies and has worked on nickel, bauxite and
industrial mineral mining and exploration, gold and base metal project generation and corporate evaluations. For the last 20
years Mr Buchhorn has acquired and developed mining projects throughout the Eastern Goldfields of Western Australia
and has operated as a Registered Mine Manager.
During the three year period to the end of the financial year, Mr Buchhorn continues to hold directorships in Heron Resources
Limited (17 February 1995 to present), Polaris Minerals NL (18 September 2006 to present) and Southern Cross Goldfields
Ltd (24 July 2007 to present). He previously held directorships in Avoca Resources Limited (8 June 2001 to 15 February
2005) and Pioneer Nickel Limited (17 January 2003 to 30 June 2006).
COMPANY SECRETARY
Robert Samuel Middlemas – B.Com, ACA, Grad. Dip. Acc.
Mr Middlemas was appointed Company Secretary and Chief Financial Officer on 17 July 2006. Mr Middlemas is a
chartered accountant with more than 18 years experience in various financial and company secretarial roles with a
number of listed public companies operating in the resources sector. He is the principal of a corporate advisory
company which provides financial and secretarial services specialising in capital raisings and initial public offerings.
Previously Mr Middlemas worked for an international accountancy firm. His fields of expertise include corporate
secretarial practice, financial and management reporting in the mining industry, treasury and cash flow management
and corporate governance.
14
Rubicon Resources Limited / ANNUAL REPORT 2009
PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year consisted of mineral exploration and development
principally in Western Australia.
There have been no significant changes in these activities during the financial year.
RESULTS OF OPERATIONS
The net loss after income tax for the financial year was $3,139,630 (2008: $1,122,989).
DIVIDENDS
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current
year.
REVIEW OF OPERATIONS AND ACTIVITIES
A detailed review of the Company’s activities during the financial year is set out in the section titled “Review of Operations”
in this Annual Report.
Corporate and Financial Position
As at 30 June 2009 the Company had cash reserves of $3.3 million.
Business Strategies and Prospects
The Company currently has the following business strategies and prospects over the medium to long term:
i)
Seek to increase the value of the Company’s mineral assets located in Western Australia and Queensland through
exploration success;
ii)
Undertake exploration activities on its existing Projects; and
iii)
Continue to examine new mineral opportunities, with particular focus on advanced projects with the potential to
deliver early cash flow opportunities.
Risk Management
The Board is responsible for the oversight of the Company’s risk management and control framework. Responsibility for
control and risk management is delegated to the appropriate level of management with the Managing Director having
ultimate responsibility to the Board for the risk management and control framework.
Areas of significant business risk to the Company are highlighted in the Business Plan presented to the Board by the
Managing Director each year.
Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect
of operations and the financial position of the Company.
EMPLOYEES
The Company has 5 employees as at 30 June 2009 (2008: 9 employees).
Earnings/Loss Per Share
Basic loss per share
Diluted loss per share
2009
Cents
(3.92)
(3.92)
2008
Cents
(1.45)
(1.45)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Company that occurred
during the financial year under review.
Rubicon Resources Limited / ANNUAL REPORT 2009
15
DIRECTORS’ REPORT
(CONTINUED)
OPTIONS OVER UNISSUED CAPITAL
Unlisted Options
During the financial year there were no options issued to Directors.
During the financial year the Company granted the following unlisted options over unissued ordinary shares to the following Key
Management Personal and other employees. All employee options were issued for Nil consideration and have a 12 month
period of vesting:
Issued To
Number of
Options
Granted
Exercise
Price
Value per
Option at
Grant Date
Other Employees (a)
Other Employees
600,000
100,000
25 cents each
0.05 cents
25 cents each
0.01 cents
Value of
Options
Granted
$3,180
$10
Expiry Date
17 September 2011
17 September 2011
(a) A total of 300,000 of the options issued to other employees have lapsed when employees have left the Company employment
prior to achieving the required vesting period of 12 months.
Since 30 June 2009 and up until the date of this report there have been no further options issued.
As at the date of this report unissued ordinary shares of the Company under option are:
Number of Options on Issue
Exercise Price
Expiry Date
4,250,000
1,000,000
400,000
1,300,000
1,300,000
25 cents each
25 cents each
25 cents each
30 cents each
40 cents each
7 November 2010
31 December 2011
17 September 2011
7 November 2010
7 November 2010
The above options represent unissued ordinary shares of the Company under option as at the date of this report.
These unlisted options do not entitle the holder to participate in any share issue of the Company.
The holders of unlisted options are not entitled to any voting rights until the options are exercised into ordinary shares.
The names of all persons who currently hold options granted are entered in a register kept by the Company pursuant
to Section 168(1) of the Corporations Act 2001 and the register may be inspected free of charge.
No person entitled to exercise any option has or had, by virtue of the option, a right to participate in any share issue of any
other body corporate.
CORPORATE STRUCTURE
Rubicon Resources Limited (ACN 115 857 988) is a company limited by shares that was incorporated on 19 August 2005 and
is domiciled in Australia.
EVENTS SUBSEQUENT TO BALANCE DATE
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely, in the
opinion of the Directors of the Company to affect substantially the operations of the Company, the results of those operations or
the state of affairs of the Company in subsequent financial years except as follows:
The Company has entered into an exploration funding agreement with Integra Mining Limited, which has the effect of reducing
the minimum expenditure commitments on those tenements affected, and on 24th August 2009 the Company issued 250,000
fully paid ordinary shares as part payment for a tenement purchase.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Company are included elsewhere in this Annual Report. Disclosure of any further
information has not been included in this report because, in the reasonable opinion of the Directors, to do so would be likely
to prejudice the business activities of the Company.
16
Rubicon Resources Limited / ANNUAL REPORT 2009
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company holds various exploration licences to regulate its exploration activities in Australia. These licences include
conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration activities. So
far as the Directors are aware there has been no known breach of the Company’s licence conditions and all exploration
activities comply with relevant environmental regulations.
INFORMATION ON DIRECTORS
As at the date of this report the Directors’ interests in shares and unlisted options of the Company are as follows:
Director
Title
John Shipp
Non-Executive Chairman
Appointed on 17 July 2006
Managing Director
Directors’
Interests in
Ordinary Shares
Directors’
Interests in
Unlisted Options
350,000
1,250,000
Peter Eaton
Appointed on 3 July 2006
853,226
4,000,000
Ian Buchhorn
Appointed on 19 August 2005
6,513,181
250,000
Non-Executive Director
DIRECTORS’ MEETINGS
The number of meetings of the Company’s Directors held in the period each Director held office during the financial year and
the numbers of meetings attended by each Director were:
Director
J Shipp
P Eaton
I Buchhorn
REMUNERATION REPORT
Board of Directors’ Meetings
Meetings Attended
Meetings held while a director
10
10
10
10
10
10
Recommendation 8.1 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
(2nd edition) states that the Board should establish a Remuneration Committee. The Board has formed the view that given
the number of Directors on the Board, this function could be performed just as effectively with full Board participation.
Accordingly it was resolved that there would be no separate Board sub-committee for remuneration purposes.
This report details the amount and nature of remuneration of each Director of the Company and executive officers of the
Company during the year.
Overview of Remuneration Policy
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the
executive team. The broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s duties
and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest
quality. The Board believes that the best way to achieve this objective is to provide the Managing Director and the executive
team with a remuneration package consisting of a fixed and variable component that together reflects the person’s
responsibilities, duties and personal performance. An equity based remuneration arrangement for the Board and the executive
team is in place. The remuneration policy is to provide a fixed remuneration component and a specific equity related component,
with no performance conditions. The Board believes that this remuneration policy is appropriate given the stage of development
of the Company and the activities which it undertakes and is appropriate in aligning Director and executive objectives with
shareholder and business objectives.
The remuneration policy in regard to setting the terms and conditions for the Managing Director has been developed by the
Board taking into account market conditions and comparable salary levels for companies of a similar size and operating in
similar sectors.
Rubicon Resources Limited / ANNUAL REPORT 2009
17
DIRECTORS’ REPORT
(CONTINUED)
Overview of Remuneration Policy (continued)
Directors receive a superannuation guarantee contribution required by the government, which is currently 9% per annum and
do not receive any other retirement benefit. Some individuals, however, have chosen to sacrifice part or all of their salary to
increase payments towards superannuation.
All remuneration paid to Directors is valued at cost to the Company and expensed. Options are valued using the Black-
Scholes methodology. In accordance with current accounting policy the value of these options is expensed over the relevant
vesting period.
Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment
and responsibilities. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually,
based on market practice, duties and accountability. Independent external advice is sought when required. The maximum
aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General
Meeting. The annual aggregate amount of remuneration paid to Non-Executive Directors was approved by shareholders on
7 November 2006 and is not to exceed $200,000 per annum. Actual remuneration paid to the Company’s Non-Executive
Directors is disclosed below. Remuneration fees for Non-Executive Directors are not linked to the performance of the Company.
However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company
and have all received options.
Managing Director and Senior Management
The remuneration of the Managing Director is dictated by his executive service agreement.
The Company aims to reward executives with a level of remuneration commensurate with their position and responsibilities
within the Company so as to:
(cid:129)
(cid:129)
(cid:129)
Reward executives for Company and individual performance against targets set by reference to appropriate benchmarks;
Reward executives in line with the strategic goals and performance of the Company; and
Ensure that total remuneration is competitive by market standards.
Structure
Remuneration consists of the following key elements:
(cid:129)
(cid:129)
Fixed remuneration; and
Issuance of unlisted options
Fixed Remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis including any employee benefits
eg. motor vehicles) as well as employer contributions to superannuation funds.
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position
and is competitive in the market.
Remuneration packages for the staff who report directly to the Managing Director are based on the recommendation of the
Managing Director, subject to the approval of the Board in the annual budget setting process.
Service Agreement
The Managing Director, Mr Peter Eaton is employed under contract. The current Service Agreement commenced on 26 June
2006.
Under the terms of the present contract:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
The Service Agreement has no fixed term.
Mr Eaton may resign from his position and thus terminate the contract by giving three months written notice. On resignation
any options that have not yet vested will lapse.
The Company may terminate the contract by providing three months written notice. Any options that have vested, or will
vest during the notice period will be available for exercise, whilst the options that have not yet vested will be forfeited.
The Company may terminate the contract at any time without notice if serious misconduct has occurred. Where termination with
cause occurs, the Managing Director is only entitled to that portion of remuneration which is fixed, and only up to the date of
termination. On termination with cause, any unvested options will immediately lapse.
If the Managing Director and the Company agree to terminate the contract by mutual consent, or if the Managing Director
is removed, or if the Company enters into a deed of arrangement with creditors, placed under the control of receivers or is
18
Rubicon Resources Limited / ANNUAL REPORT 2009
in breach of regulations, the Company will pay a sum to the Managing Director of six months Base Salary and one month’s
Base Salary in lieu of notice after service of up to 7 years up to a maximum of 12 month’s Base Salary and one month’s
Base Salary in lieu of notice after service of 12 years .
Details of the nature and amount of each element of the emoluments of each Director of Rubicon Resources Limited paid/
accrued during the year are as follows:
Primary
Base
Salary/
Fees
$
Motor
Vehicle/
Bonus
$
Post
Employment
Super-
annuation
Contri-
butions
$
Equity
Compen-
sation
Options
$
Total
$
2008/2009
Directors
J Shipp – Chairman
-
-
P Eaton - Managing Director
189,118
9,346
I Buchhorn - Non-Executive
-
Executives
R Middlemas (i) Company Secretary
51,477
-
-
63,358
55,754
35,000
-
K Cassidy - Exploration Manager
174,561
17,500 (iii)
15,710
-
-
-
-
-
63,358
254,218
35,000
51,477
207,771
2007/2008
Directors
J Shipp – Chairman
-
-
65,000
17,622 (ii)
82,622
P Eaton - Managing Director
198,271
5,140
55,154
55,531 (ii)
314,096
I Buchhorn - Non-Executive
-
Executives
R Middlemas (i) Company Secretary
K Cassidy - Exploration Manager
71,593
163,327
-
-
-
35,000
4,813 (ii)
39,813
-
4,813 (ii)
76,406
14,699
24,926 (ii)
202,952
i)
ii)
Mr Middlemas’s fees were paid to Sparkling Investments Pty Ltd.
Options issued have a 12 month vesting period and, consequently, are expensed over the vesting period on a pro-rata
basis. There are no performance conditions attached to these options.
iii)
A one-off Retention Bonus was paid in 2009.
Other than the Directors and executive officers disclosed above there were no other executive officers who received emoluments
during the financial year ended 30 June 2009.
INDEMNIFYING OFFICERS AND AUDITOR
During the year the Company paid an insurance premium to insure certain officers of the Company. The officers of the
Company covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending
civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their
capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual
officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality
clause under the insurance policy.
The Company has not provided any insurance for an auditor of the Company.
Rubicon Resources Limited / ANNUAL REPORT 2009
19
DIRECTORS’ REPORT
(CONTINUED)
Share-based compensation
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as follows:
Terms & Conditions for each Grant
Number
Granted
Date of
Grant
Date of
Vesting
1,500,000
7 Nov 2006
7 Nov 2007
500,000
7 Nov 2006
7 Nov 2007
1,000,000
7 Nov 2006
7 Nov 2007
1,000,000
500,000
7 Nov 2006
7 Nov 2006
7 Nov 2007
7 Nov 2007
150,000
7 Nov 2006
7 Nov 2007
300,000
7 Nov 2006
7 Nov 2007
300,000
250,000
250,000
500,000
7 Nov 2006
7 Nov 2006
7 Nov 2006
7 Nov 2006
7 Nov 2007
7 Nov 2007
7 Nov 2007
7 Nov 2007
500,000
23 Jul 2007
23 Jul 2008
Option
Value
($)
Exercise
Price
($)
0.055
0.049
0.038
0.013
0.055
0.049
0.038
0.013
0.055
0.055
0.055
0.031
0.25
0.25
0.30
0.40
0.25
0.25
0.30
0.40
0.25
0.25
0.25
0.25
Expiry
Date
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
7 Nov 2010
Peter Eaton
John Shipp
Ian Buchhorn
Sam Middlemas
Kevin Cassidy
There were no options over ordinary shares in the Company provided as remuneration to any director or executive
officer during the current financial year. All options previously issued are now fully vested and are exercisable at any time
subject to employment being maintained. When exercisable, each option is convertible into one ordinary share of Rubicon
Resources Limited.
AUDITOR’S INDEPENDENCE DECLARATION
Section 370C of the Corporations Act 2001 requires the Company’s auditors Butler Settineri (Audit) Pty Ltd, to provide the
Directors of the Company with an Independence Declaration in relation to the audit of the financial report. This Independence
Declaration is attached and forms part of this Directors’ Report.
NON-AUDIT SERVICES
The external auditors (Butler Settineri (Audit) Pty Ltd) have not undertaken any non-audit work during the financial year.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not party to any such proceedings during the year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Company
support and have adhered to the principles of corporate governance. The Company’s corporate governance statement is
contained in the Annual Report.
DATED at Perth this 23rd day of September 2009.
Signed in accordance with a resolution of the Directors.
P Eaton
Managing Director
20
Rubicon Resources Limited / ANNUAL REPORT 2009
AUDITORS’ INDEPENDENCE DECLARATION
As lead auditor for the audit of Rubicon Resources Limited for the year ended
30 June 2009, I declare that, to the best of my knowledge and belief, there
have been:
a)
b)
No contraventions of the auditor independence requirements of the Corporations
Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to
the audit.
BUTLER SETTINERI (AUDIT) PTY LTD
LUCY P GARDNER
Director
Perth
Date: 23rd September 2009
Rubicon Resources Limited / ANNUAL REPORT 2009
21
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2009
Other income
Employee expenses
Non-Executive Directors’ fees
Insurance expenses
Company Secretarial fees
Corporate expenses
Depreciation
Rent
Recruitment
Employee costs recharged to capitalised exploration
Expense of share-based payments
Exploration Written off
Other expenses
Loss before income tax
Income tax
Net loss attributable to members of the Company
Basic earnings/(loss) per share
(cents per share)
Diluted earnings/(loss) per share
(cents per share)
The above income statement should be read in conjunction with the accompanying notes.
THE COMPANY
2009
$
2008
$
297,421
462,708
962,365
98,671
27,991
51,477
89,021
60,149
87,953
180
(852,336)
3,190
2,805,348
103,042
3,139,630
-
3,139,630
834,515
100,000
30,165
71,593
90,592
58,283
80,218
74,879
(808,776)
138,575
821,652
94,001
1,122,989
-
1,122,989
(3.92) cents
(1.45) cents
(3.92) cents
(1.45) cents
22
Rubicon Resources Limited / ANNUAL REPORT 2009
BALANCE SHEET
AS AT 30 JUNE 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment and motor vehicles
Capitalised mineral exploration expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Share Option Reserve
Accumulated losses
TOTAL EQUITY
The above balance sheets should be read in conjunction with the accompanying notes.
2009
$
2008
$
3,294,255
6,785
14,768
3,315,808
5,596,738
28,967
35,917
5,661,622
105,757
4,202,256
4,308,013
7,623,821
164,643
5,175,572
5,340,215
11,001,837
129,264
86,458
215,722
215,722
7,408,099
379,797
77,501
457,298
457,298
10,544,539
11,868,496
364,350
(4,824,747)
7,408,099
11,868,496
361,160
(1,685,117)
10,544,539
Rubicon Resources Limited / ANNUAL REPORT 2009
23
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2009
Total equity at the beginning of the year
Loss for the year
Total recognised income and expense for the year
Share Option Reserve
Transactions with equity holders in their capacity as equity holders:
Contributions of equity, net of transaction costs
2009
$
2008
$
10,544,539
10,528,953
(3,139,630)
(3,139,630)
(1,122,989)
(1,122,989)
3,190
138,575
-
1,000,000
Total equity at the end of the year
7,408,099
10,544,539
The above statements of changes in equity should be read in conjunction with the accompanying notes.
24
Rubicon Resources Limited / ANNUAL REPORT 2009
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2009
Cash flows from operating activities
Interest received
Payments to suppliers and employees (inclusive of goods and services tax)
Net cash used in operating activities
Cash flows from investing activities
Payments for exploration and evaluation
Funds received from sale of exploration tenement
Funds received from joint venture partners
Payments for plant and equipment and motor vehicles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Net cash provided by financing activities
Net decrease in cash held
Cash at the beginning of the financial year
Cash at the end of the financial year
The above cash flow statements should be read in conjunction with the accompanying notes.
2009
$
2008
$
247,421
(555,609)
(308,188)
461,006
(497,526)
(36,520)
(2,452,637)
50,000
409,604
(1,262)
(1,994,295)
-
-
(2,302,483)
5,596,738
3,294,255
(2,989,920)
25,000
-
(130,672)
(3,095,592)
1,000,000
1,000,000
(2,132,112)
7,728,850
5,596,738
Rubicon Resources Limited / ANNUAL REPORT 2009
25
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2009
1. BASIS OF PREPARATION
The concise financial report has been prepared in accordance with the Corporations Act 2001 and Accounting Standard
AASB 1039 ‘Concise Financial Reports’. The concise financial report including the financial statements and specific
disclosures included in the concise financial report, has been derived from the full financial report of Rubicon Resources
Limited (“Rubicon” or “Company”).
Rubicon Resources Limited is a company limited by shares incorporated and domiciled in Australia whose shares are
publicly traded on the official list of the Australian Stock Exchange. The financial statements are presented in Australian
dollars which is the Company’s functional currency.
2. SALES REVENUE
The Company has no sales revenue.
3. DIVIDENDS
There were no dividends paid or payable during the financial year.
4. SEGMENT INFORMATION
The Company operates predominantly in one segment involved in the mineral exploration and development industry.
Geographically the Company is domiciled and operates in one segment being Australia.
5. EVENTS SUBSEQUENT TO BALANCE DATE
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely,
in the opinion of the Directors of the Company to affect substantially the operations of the Company, the results of those
operations or the state of affairs of the Company in subsequent financial years except as follows:
The Company has entered into an exploration funding agreement with Integra Mining Limited, which has the effect of
reducing the minimum expenditure commitments on those tenements affected, and on 24th August 2009 the Company
issued 250,000 fully paid ordinary shares as part payment for a tenement purchase.
26
Rubicon Resources Limited / ANNUAL REPORT 2009
DIRECTORS’ DECLARATION
DIRECTORS’ DECLARATION
The directors declare that in their opinion, the concise financial report of Rubicon Resources Limited for the year ended
30 June 2009 as set out on pages 14 to 26 complies with Accounting Standard AASB 1039: Concise Financial Reports.
The concise financial report is an extract from the full financial report for the year ended 30 June 2009. The financial statements
and specific disclosures included in the concise financial report have been derived from the full financial report.
The concise financial report cannot be expected to provide as full an understanding of the financial performance, financial
position and financing and investing activities of the Company as the full financial report which is available on request.
This declaration is made in accordance with a resolution of directors.
P EATON
Managing Director
23 September 2009
Rubicon Resources Limited / ANNUAL REPORT 2009
27
AUDIT REPORT
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF RUBICON RESOURCES LIMITED
Report on the Concise Financial Report
The accompanying concise financial report of Rubicon Resources Limited comprises
the balance sheet as at 30 June 2009, the income statement, statement of changes in
equity and cash flow statement for the year then ended and related notes, derived from
the audited financial report of Rubicon Resources Limited for the year ended
30 June 2009. The concise financial report does not contain all the disclosures required
by Australian Accounting Standards.
Directors’ Responsibility for the Concise Financial Report
The directors are responsible for the preparation and presentation of the concise
financial report in accordance with Australian Accounting Standard AASB 1039:
Concise Financial Reports, and the Corporations Act 2001. This responsibility includes
establishing and maintaining internal control relevant to the preparation of the concise
financial report; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on the concise financial report based on our
audit procedures. We have conducted an independent audit, in accordance with
Australian Auditing Standards, of the financial report of Rubicon Resources Limited for
the year ended 30 June 2009. Our audit report on the financial report for the year was
signed on 23 September 2009 and was not subject to any modification. The Australian
Auditing Standards require that we comply with relevant ethical requirements relating to
audit engagements and plan and perform the audit to obtain reasonable assurance
whether the financial report is free from material misstatement.
Our procedures in respect of the concise financial report included testing that the
information included in the concise financial report is derived from, and is consistent
with, the financial report for the year, and examination on a test basis, of evidence
supporting the amounts and other disclosures which were not directly derived from the
financial report for the year. These procedures have been undertaken to form an
opinion whether, in all material respects, the concise financial report complies with
Accounting Standards AASB 1039: Concise Financial Reports.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Auditor’s Opinion
In our opinion, the concise financial report of Rubicon Resources Limited for the year
ended 30 June 2009 complies with Australian Accounting Standard AASB 1039: Concise
Financial Reports.
28
Rubicon Resources Limited / ANNUAL REPORT 2009
REPORT ON THE REMUNERATION REPORT
We have audited the remuneration report included on pages 17 to 20 of the directors’ report for the year ended 30 June 2009.
The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001.
Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
Auditor’s Opinion
In our opinion the Remuneration Report of Rubicon Resources Limited for the year ended 30 June 2009, complies with
section 300A of the Corporations Act 2001.
BUTLER SETTINERI (AUDIT) PTY LTD
LUCY P GARDNER
Director
Perth
Date: 23 September 2009
Rubicon Resources Limited / ANNUAL REPORT 2009
29
CORPORATE GOVERNANCE STATEMENT
This statement outlines the main corporate governance practices in place during the financial year, which comply with the
ASX Corporate Governance Council recommendations unless otherwise stated.
Further information about the Company’s corporate governance practices is set out on the Company’s website at
www.rubiconresources.com.au. In accordance with the recommendations of the ASX, information published on the
website includes charters (for the board and subcommittees), codes of conduct and other policies and procedures relating to
the Board and its responsibilities.
1. BOARD OF DIRECTORS
1.1
Role of the Board and Management
The Board of Rubicon Resources Limited is responsible for its corporate governance, that is, the system by which the Company
is managed. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role
of senior management to manage the Company in accordance with the direction and delegations of the Board and the
responsibility of the Board to oversee the activities of management in carrying out these delegated duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must
also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the
requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company.
To assist the Board to carry out its functions, it has developed a Code of Conduct to guide the Directors and key executives in
the performance of their roles. The Code of Conduct is detailed in Section 3.1 of this report.
The Board represents shareholders’ interests in developing and then continuing a successful mineral resources business,
which seeks to optimise medium to long-term financial gains for shareholders. By not focusing on short-term gains for
shareholders, the Board believes that this will ultimately result in the interests of all stakeholders being appropriately addressed
when making business decisions.
The Board is responsible for ensuring that the Company is managed in such a way to best achieve this desired result. Given
the size of the Company’s exploration and development activities, the Board currently undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for the Company, establishing goals for management
and monitoring the achievement of these goals. The Managing Director is responsible to the Board for the day-to-day
management of the Company.
The Board has sole responsibility for the following:
(cid:129)
(cid:129)
(cid:129)
Appointing and removing the Managing Director and any other Executive Director and approving their remuneration;
Appointing and removing the Company Secretary/Chief Financial Officer and approving their remuneration;
Determining the strategic direction of the Company and measuring the performance of management against
approved strategies;
Reviewing the adequacy of resources for management to properly carry out approved strategies and business
plans;
Adopting operating and exploration expenditure budgets at the commencement of each financial year and monitoring the
progress by both financial and non-financial key performance indicators;
Monitoring the Company ’s medium term capital and cash flow requirements;
Approving and monitoring financial and other reporting to regulatory bodies, shareholders and other organisations;
Determining that satisfactory arrangements are in place for auditing the Company’s financial affairs;
Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and compliance
with legislative requirements; and
Ensuring that policies and compliance systems consistent with the Company’s objectives and best practice are in place
and that the Company and its officers act legally, ethically and responsibly on all matters.
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
The Board’s role and the Company’s corporate governance practices are being continually reviewed and improved as the
Company’s business develops.
The Board convenes regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities.
The Board may from time to time, delegate some of its responsibilities listed above to its senior management team.
The Managing Director is responsible for running the affairs of the Company under delegated authority from the Board and
implementing the policies and strategy set by the Board. In carrying out his responsibilities the Managing Director must report
to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s operational
results and financial position.
The role of management is to support the Managing Director and implement the running of the general operations and financial
business of the Company, in accordance with the delegated authority of the Board.
30
Rubicon Resources Limited / ANNUAL REPORT 2009
1.2 Composition of the Board
To add value to the Company, the Board has been formed so that it has effective composition, size and commitment to
adequately discharge its responsibilities and duties. The names of the Directors and their qualifications and experience are
disclosed in the Directors’ Report. Directors are appointed based on the specific governance skills required by the Company
and on the independence of their decision-making and judgement.
The Company recognises the importance of Non-Executive Directors and the external perspective and advice that
Non-Executive Directors can offer. Mr Shipp, the Non-Executive Chairman is considered independent. Mr Buchhorn is a
Non-Executive Director and is not considered to be independent. From the Company’s perspective Directors are considered
to be independent when they are independent of management and free from any business or other relationship which could
materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and
independent judgement.
The Board considers that the current structure is sufficient despite not complying with the ASX Corporate Governance Council
Recommendation 2.1.
At present the Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the
expense of the appointment of additional independent Non-Executive Directors.
If the Company’s activities increase in size, nature and scope the size of the Board will be reviewed and the optimum number of
Directors required for the Board to properly perform its responsibilities and functions will be re-assessed.
The Board acknowledges that a greater proportion of independent Directors is desirable over the longer term and will be
seeking to demonstrate that it is monitoring the Board’s composition as required.
The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the
identification and appointment of a suitable candidate for the Board shall include the quality of the individual’s background,
experience and achievement, compatibility with other Board members, credibility within the Company’s scope of activities,
intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next Annual General Meeting.
Under the Company’s Constitution the tenure of Directors (other than Managing Director) is subject to re-appointment by
shareholders not later than the third anniversary following their last appointment. Subject to the requirements of the
Corporations Act 2001, the Board does not subscribe to the principle of retirement age and there is no maximum period of
service as a Director. A Managing Director may be appointed for any period and on any terms the Directors think fit and,
subject to the terms of any agreement entered into, the Board may revoke any appointment.
1.3
Responsibilities of the Board
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices,
management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry
out the objectives of the Company.
Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include
the following:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Leadership of the Company - overseeing the Company and establishing codes that reflect the values of the Company and
guide the conduct of the Board, management and employees.
Strategy Formulation - working with senior management to set and review the overall strategy and goals for the Company
and ensuring that there are policies in place to govern the operation of the Company.
Overseeing Planning Activities - overseeing the development of the Company’s strategic plans (including exploration
programmes and initiatives) and approving such plans as well as the annual budget.
Shareholder Liaison - ensuring effective communications with shareholders through an appropriate communications policy
and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management - overseeing the Company’s risk management, compliance, control and
accountability systems and monitoring and directing the operational and financial performance of the Company.
Company Finances - approving expenses in excess of those approved in the annual budget and approving and monitoring
acquisitions, divestitures and financial and other reporting.
Human Resources - appointing, and, where appropriate, removing the Managing Director as well as reviewing the
performance of the Managing Director and monitoring the performance of senior management in their implementation of
the Company’s strategy.
Ensuring the Health, Safety and Well-Being of Employees - in conjunction with the senior management team, developing,
overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-
being of all employees.
Delegation of Authority - delegating appropriate powers to the Managing Director to ensure the effective day-to-day
management of the Company and establishing and determining the powers and functions of the Committees of
the Board.
Rubicon Resources Limited / ANNUAL REPORT 2009
31
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
1.
BOARD OF DIRECTORS (CONTINUED)
1.4
Board Policies
1.4.2 Conflicts of Interest
Directors must:
(cid:129)
(cid:129)
disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the
interests of the Director and the interests of any other parties in carrying out the activities of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such necessary and
reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act 2001, absent
himself from the room when discussion and/or voting occurs on matters about which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of
the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company have
agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public
information except where disclosure is authorised or legally mandated.
1.4.4
Independent Professional Advice
The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up
to specified limits, to assist them to carry out their responsibilities.
1.4.5 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company. Unless there is an exemption
under the Corporations Act 2001 from the requirement to obtain shareholder approval for the related party transaction, the
Board cannot approve the transaction.
1.4.6 Trading in the Company Shares
The Company’s share trading policy imposes basic trading restrictions on all employees of the Company with ‘inside information’,
and additional trading restrictions on the Directors of the Company.
‘Inside information’ is information that:
(cid:129)
(cid:129)
is not generally available; and
if it were generally available, it would, or would be likely to, influence investors in deciding whether to buy or sell the
Company’s securities.
If an employee possesses inside information, the person must not:
(cid:129)
(cid:129)
(cid:129)
trade in the Company’s securities;
advise others or procure others to trade in the Company’s securities; or
pass on the inside information to others – including colleagues, family or friends – knowing (or where the employee or
Director should have reasonably known) that the other persons will use that information to trade in, or procure someone
else to trade in, the Company’s securities.
This prohibition applies regardless of how the employee or Director learns the information (eg. even if the employee or Director
overhears it or is told in a social setting).
In addition to the above, Directors must notify the Company Secretary as soon as practicable, but not later than
2 business days, after they have bought or sold the Company’s securities or exercised options. In accordance with the
provisions of the Corporations Act 2001 and the ASX Listing Rules, the Company on behalf of the Directors must advise the
ASX of any transactions conducted by them in the securities of the Company.
Breaches of this policy will be subject to disciplinary action, which may include termination of employment.
32
Rubicon Resources Limited / ANNUAL REPORT 2009
1.4.7 Attestations by Managing Director and Company Secretary
In accordance with the Board’s policy, the Managing Director and the Company Secretary/Chief Financial Officer made the
attestations recommended by the ASX Corporate Governance Council, and s295A of the Corporations Act 2001 as to the
Company’s financial condition prior to the Board signing this Annual Report.
2. BOARD COMMITTEES
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of
separate or special committees at this time. The Board as a whole is able to address the governance aspects of the full scope
of the Company’s activities and to ensure that it adheres to appropriate ethical standards.
The Board has however established a framework for the management of the Company including a system of internal controls,
a business risk management process and the establishment of appropriate ethical standards.
The full Board currently holds meetings at such times as may be necessary to address any general or specific matters
as required.
If the Company’s activities increase in size, scope and nature, the appointment of separate or special committees will be
reviewed by the Board and implemented if appropriate.
2.1
Audit Committee
The Company does not have an audit committee because it would not be a more efficient mechanism than the full Board for
focusing the Company on specific issues and an audit committee cannot be justified based on a cost-benefit analysis.
In the absence of an audit committee, the Board when required sets aside time at Board meetings to deal with the issues and
responsibilities usually delegated to the audit committee so as to ensure the integrity of the financial statements of the Company
and the independence of the external auditor.
The Board in its entirety reviews the audited annual financial statements and the audit reviewed half-yearly financial statements
and any reports which accompany published financial statements.
The Board in its entirety considers the appointment of the external auditor and reviews the appointment of the external auditor,
their independence, the audit fee and any questions of resignation or dismissal.
The Board is also responsible for establishing policies on risk oversight and management.
2.2
Remuneration Committee
The Company does not have a remuneration committee because it would not be a more efficient mechanism than the full
Board for focusing the Company on specific issues.
The responsibilities of the Board in its entirety include setting policies for senior officers’ remuneration, setting the terms and
conditions of employment for the Managing Director, reviewing the Rubicon Resources Limited Employee Share Option Plan,
reviewing superannuation arrangements, reviewing the remuneration of Non-Executive Directors and undertaking an annual
review of the Managing Director’s performance, including, setting with the Managing Director goals for the coming year and
reviewing progress in achieving those goals.
The Company is committed to remunerating its executives in a manner that is market competitive and consistent with best
practice as well as supporting the interests of shareholders.
There is no scheme to provide retirement benefits, other than statutory superannuation, to Non-Executive Directors.
For a full discussion of the Company’s remuneration philosophy and framework and the remuneration received by Directors
in the current period please refer to the Remuneration Report, which is contained within the Directors’ Report.
2.3 Nomination Committee
The Company does not have a nomination committee because it would not be a more efficient mechanism than the full Board
for focusing the Company on specific issues.
The responsibilities of the Board in its entirety include devising criteria for Board membership, regularly reviewing the need for
various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the
Board. The Board also oversees management succession plans including the Managing Director and his direct reports, and
evaluates the Board’s performance and makes recommendations for the appointment and removal of Directors.
Rubicon Resources Limited / ANNUAL REPORT 2009
33
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
2.
BOARD COMMITTEES (CONTINUED)
2.3 Nomination Committee (continued)
Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and
the business that it operates, the Company aims at all times to have at least one Director with experience in the mining and
exploration industry, appropriate to the Company’s market. In addition, Directors should have the relevant blend of personal
experience in:
(cid:129)
(cid:129)
(cid:129)
accounting and financial management;
legal skills; and
Managing Director – appropriate business experience.
3. ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate governance practice and
ethical conduct by all Directors and employees of the Company.
3.1 Code of Conduct for Directors and Key Executives
The Board has adopted a Code of Conduct for Directors and key executives to promote ethical and responsible decision-
making. The code is based on a code of conduct for Directors prepared by the Australian Institute of Company Directors.
In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
will act honestly, in good faith and in the best interests of the whole Company;
owe a fiduciary duty to the Company as a whole;
have a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that
office;
will undertake diligent analysis of all proposals placed before the Board;
will act with a level of skill expected from Directors and key executives of a publicly listed company;
will use the powers of office for a proper purpose, in the best interests of the Company as a whole;
will demonstrate commercial reasonableness in decision making;
will not make improper use of information acquired as Directors and key executives;
will not disclose non-public information except where disclosure is authorised or legally mandated;
will keep confidential, information received in the course of the exercise of their duties and such information remains the
property of the Company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that
disclosure has been authorised by the person from whom the information is provided, or is required by law;
will not take improper advantage of the position of Director or use the position for personal gain or to compete with the
Company;
will not take advantage of Company property or use such property for personal gain or to compete with the
Company;
will protect and ensure the efficient use of the Company’s assets for legitimate business purposes;
will not allow personal interests, or the interests of any associated person, to conflict with the interests of the
Company;
have an obligation to be independent in judgment and actions and Directors will take all reasonable steps to be satisfied as
to the soundness of all decisions of the Board;
will make reasonable enquiries to ensure that the Company is operating efficiently, effectively and legally towards achieving
its goals;
will not engage in conduct likely to bring discredit upon the Company;
will encourage fair dealing by all employees with the Company’s suppliers, competitors and other employees;
will encourage the reporting of unlawful/unethical behaviour and actively promote ethical behaviour and protection for those
who report violations in good faith;
will give their specific expertise generously to the Company;
have an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of
this Code.
34
Rubicon Resources Limited / ANNUAL REPORT 2009
3.2 Code of Ethics and Conduct
The Company has implemented a Code of Ethics and Conduct, which provides guidelines aimed at maintaining high ethical
standards, corporate behaviour and accountability within the Company.
All Directors and employees are expected to:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
respect the law and act in accordance with it;
respect confidentiality and not misuse Company information, assets or facilities;
value and maintain professionalism;
avoid real or perceived conflicts of interest;
act in the best interests of shareholders;
by their actions, contribute to the Company’s reputation as a good corporate citizen, which seeks the respect of the
community and environment in which it operates;
perform their duties in ways that minimise environmental impacts and maximise workplace safety;
exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers,
suppliers and the public generally; and
act with honesty, integrity, decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary action. If an employee suspects that a
breach of the Code of Ethics and Conduct has occurred or will occur, he or she must advise that breach to management. No
employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted
upon and kept confidential.
As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established the Code of
Ethics and Conduct to guide compliance with legal and other obligations to legitimate stakeholders. These stakeholders
include employees, government authorities, creditors and the community as whole. This Code includes the following:
Responsibilities to Shareholders and the Financial Community Generally
The Company complies with the spirit as well as the letter of all laws and regulations that govern shareholders’ rights.
The Company has processes in place designed to ensure the truthful and factual presentation of the Company’s financial
position and prepares and maintains its accounts fairly and accurately in accordance with the generally accepted accounting
and financial reporting standards.
Employment Practices
The Company endeavours to provide a safe workplace in which there is equal opportunity for all employees at all levels of the
Company. The Company does not tolerate the offering or acceptance of bribes or the misuse of the Company’s assets
or resources.
Responsibilities to the Community
As part of the community the Company:
(cid:129)
(cid:129)
(cid:129)
is committed to conducting its business in accordance with applicable environmental laws and regulations and encourages
all employees to have regard for the environment when carrying out their jobs;
encourages all employees to engage in activities beneficial to their local community; and
supports community charities.
The Company supports the Indigenous Community:
(cid:129)
is committed to conducting its business in accordance with applicable heritage laws and regulations and encourages all
employees to have regard for the specific rights of indigenous communities when carrying out their jobs; and
encourages all employees to engage in activities beneficial to the indigenous community.
(cid:129)
Responsibility to the Individual
The Company is committed to keeping private information, which has been provided by employees and investors confidential
and protecting it from uses other than those for which it was provided.
Conflicts of Interest
Employees and Directors must avoid conflicts as well as the appearance of conflicts between their personal interests and the
interests of the Company.
How the Company Monitors and Ensures Compliance with its Code
The Board, management and all employees of the Company are committed to implementing this Code of Ethics and Conduct
and each individual is accountable for such compliance.
Disciplinary measures may be imposed for violating the Code.
Rubicon Resources Limited / ANNUAL REPORT 2009
35
CORPORATE GOVERNANCE STATEMENT
(CONTINUED)
4. DISCLOSURE OF INFORMATION
4.1 Continuous Disclosure to ASX
The continuous disclosure policy requires all executives and Directors to inform the Managing Director or in their absence the
Company Secretary of any potentially material information as soon as practicable after they become aware of that
information.
Information is material if it is likely that the information would influence investors who commonly acquire securities on ASX in
deciding whether to buy, sell or hold the Company’s securities.
Information is not material and need not be disclosed if:
A.
A reasonable person would not expect the information to be disclosed or it is material but due to a specific valid commercial
reason is not to be disclosed; and
B.
The information is confidential; or
C.
One of the following applies:
i)
ii)
iii)
iv)
v)
vi)
It would breach a law or regulation to disclose the information;
The information concerns an incomplete proposal or negotiation;
The information comprises matters of supposition or is insufficiently definite to warrant disclosure;
The information is generated for internal management purposes;
The information is a trade secret;
It would breach a material term of an agreement, to which the Company is a party, to disclose the information;
vii)
It would harm the Company’s potential application or possible patent application; or
viii)
The information is scientific data that release of which may benefit the Company’s potential competitors.
ix)
The Managing Director is responsible for interpreting and monitoring the Company’s disclosure policy and where
necessary informing the Board. The Company Secretary is responsible for all communications with ASX.
4.2 Communication with Shareholders
The Company places considerable importance on effective communications with shareholders.
The Company’s communication strategy requires communication with shareholders and other stakeholders in an open, regular
and timely manner so that the market has sufficient information to make informed investment decisions on the operations and
results of the Company. The strategy provides for the use of systems that ensure a regular and timely release of information
about the Company to be provided to shareholders. Mechanisms employed include:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Announcements lodged with ASX;
ASX Quarterly Reports;
Half Yearly Reports and Annual Reports; and
Presentations at the Annual General Meeting/General Meetings.
The Board encourages the full participation of shareholders at the Annual General Meeting to ensure a high level of accountability
and understanding of the Company’s strategy and goals.
The Company also posts all reports, ASX and media releases and copies of significant business presentations on the
Company’s website.
36
Rubicon Resources Limited / ANNUAL REPORT 2009
5.
RISK MANAGEMENT
5.1
Identification of Risk
The Board is responsible for the oversight of the Company’s risk management and control framework. Responsibility for control
and risk management is delegated to the appropriate level of management within the Company with the Managing Director
and Company Secretary having ultimate responsibility to the Board for the risk management and control framework.
Areas of strategic, operational, legal, business and financial risks are identified, assessed and monitored to assist the Company
to achieve its business objectives, and are highlighted in the Business Plan presented to the Board by the Managing Director each
year. The main operational risks have been identified as retaining quality staff, commodity prices and exchange rate fluctuations,
the generally increasing cost of operations in the mining industry, Native Title issues and access to capital.
Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of
operations and the financial position of the Company.
5.2
Integrity of Financial Reporting
The Company’s Managing Director and Company Secretary report in writing to the Board that:
(cid:129)
(cid:129)
(cid:129)
the financial statements of the Company for each half and full year present a true and fair view, in all material aspects,
of the Company’s financial condition and operational results and are in accordance with accounting standards;
the above statement is founded on a sound system of risk management and internal compliance and control, which
implements the policies adopted by the Board; and
the Company’s risk management and internal compliance and control framework is operating efficiently and effectively in
all material respects.
5.3
Role of Auditor
The Company’s auditor is required to attend the Annual General Meeting and be available to answer shareholder questions
about the conduct of the audit and the preparation and content of the auditor’s report.
6. PERFORMANCE REVIEW
The Board has adopted and undertaken a self-evaluation process to measure its own performance during the financial year.
This process included a full review of the performance of the board individually and as a whole, and included a review in relation
to the composition and skills mix of the Directors of the Company.
Arrangements put in place by the Board to monitor the performance of the Company’s executives include:
(cid:129)
(cid:129)
a review by the Board of the Company’s financial performance; and
annual performance appraisal meetings incorporating analysis of key performance indicators with each individual to ensure
that the level of reward is aligned with respective responsibilities and individual contributions made to the success of
the Company.
The annual review process was undertaken in accordance with the stated policy during 2009.
Rubicon Resources Limited / ANNUAL REPORT 2009
37
ASX ADDITIONAL INFORMATION
SUMMARY OF MINING TENEMENTS
Sub Project
Tenement
ID
Nature of
Interest
YINDARLGOODA PROJECT
Date
granted
Sub Project
Tenement
ID
Nature of
Interest
Date
granted
YINDARLGOODA PROJECT (CONTINUED)
Wattle Dam
Wattle Dam
Wattle Dam
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Taurus
Yalla Burra
Yindarlgooda
Yindarlgooda
Rocky Dam
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Peter Dam JV
Yalla Burra JV
Yalla Burra JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Mt McLeay JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
E25/00222
E25/00305
E25/00414
E25/00392
M25/00019
M25/00032
M25/00036
M25/00058
M25/00064
M25/00081
M25/00082
M25/00149
P25/01999
P25/02000
P25/02001
E15/01149
E27/00330
E27/00405
E25/00422
E15/00869
E25/00293
E25/00298
E25/00303
E25/00307
E25/00313
E25/00319
E25/00376
E25/00379
E25/00390
E25/00391
E25/00396
P25/01842-45
P26/03332-36
P26/03338-43
E15/00918
E15/01028
E27/00243
E27/00305
E27/00322
P27/01675
P27/01711
P27/01712
P27/01746-49
P27/01954
P27/01979
E25/00273
E25/00316
E25/00326
E25/00335
E25/00355
E27/00291
E27/00337
M25/00344
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
1
3
1
2
2
2
2
2
2
1
2
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
1
2
1
1
2
2
2
2
1
19-Nov-2004
21-Jun-2005
Pending
Pending
17-Mar-1986
1-May-1987
31-Dec-1987
15-Feb-1989
29-Mar-1989
6-Mar-1990
6-Mar-1990
14-Feb-1995
19-Feb-2009
28-Oct-2008
22-Sep-2008
Pending
9-Feb-2009
Pending
Pending
21-Dec-2005
19-Nov-2004
10-Aug-2005
20-Apr-2005
21-Jun-2005
23-Mar-2006
21-Feb-2006
30-Jan-2009
Pending
Pending
Pending
Pending
7-Sep-2006
7-Sep-2006
7-Sep-2006
2-Mar-2007
12-Aug-2008
17-Jan-2006
23-Nov-2006
21-Nov-2008
12-Apr-2006
28-May-2008
28-May-2008
28-May-2008
19-Feb-2009
Pending
23-Mar-2006
8-Aug-2006
1-Nov-2006
26-Feb-2007
Pending
28-Apr-2006
26-Feb-2007
Pending
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
Rocky Dam JV
M27/00344
M27/00345
M27/00466
P25/01777
P25/01992
P27/01575
P27/01576
P27/01924
P27/01925-27
P27/01947
P27/01948
P27/01949
Laverton Tectonic
E38/02221
CELIA PROJECT
Laverton Tectonic
Laverton Tectonic
Laverton Tectonic
Laverton Tectonic
Laverton Tectonic
Laverton Tectonic
Mt Howe
Mt Howe
Mt Howe
Mt Celia
Butchers Well
Butchers Well
Butchers Well
Butchers Well
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
Mt Celia
E38/02222
E38/02224
E38/02267
E38/02273
E38/02304
E38/02306
E39/01132
E39/01182
E39/01317
E39/01370
E39/01403
E39/01409
E39/01410
E39/01417
E39/01444
E39/01445
E39/01460
E39/01462
E39/01478
E39/01486
E39/01487
E39/01488
E39/01489
E39/01491
E39/01494
P39/04899
P39/04900
P39/04901
E39/01278
E39/01363
E39/01369
E39/01430
P39/04887
P39/04935
P39/04977
P39/05028
P39/05035
P39/05036
P39/05030-32
2
2
2
1
1
2
2
1
1
2
2
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Pending
Pending
Pending
5-Feb-2004
28-Jan-2009
5-Feb-2004
5-Feb-2004
23-Apr-2008
23-Apr-2008
22-Sep-2008
22-Sep-2008
22-Sep-2008
Pending
01-Sept-2009
Pending
Pending
Pending
Pending
Pending
27-Oct-2006
16-Oct-2007
16-Jun-2008
24-Feb-2009
23-Jul-2009
23-Jul-2009
23-Jul-2009
Pending
Pending
Pending
Pending
Pending
Pending
Pending
Pending
Pending
Pending
Pending
Pending
27-Mar-2009
27-Mar-2009
27-Mar-2009
14-May-2008
18-Sep-2008
5-Sep-2008
Pending
25-Nov-2008
9-Jan-2009
23-Jul-2009
Pending
Pending
Pending
Pending
Nature of Interest Notes
1.
2.
3.
Tenements 100% owned by Rubicon Resources Limited
Tenements 100% owned by Rubicon Resources Limited, nickel exploration and mining rights owned by Heron Resources Limited
Tenements 100% owned by Heron Resources Limited or its subsidiaries; Rubicon Resources Limited has all non-nickel exploration and
mining rights
38
Rubicon Resources Limited / ANNUAL REPORT 2009
Sub Project
Tenement
ID
Nature of
Interest
DESDEMONA PROJECT
Date
granted
Sub Project
Tenement
ID
Nature of
Interest
Date
granted
DESDEMONA PROJECT (CONTINUED)
Apollo Hill
Apollo Hill
Apollo Hill
Apollo Hill
Apollo Hill
Apollo Hill
Kookynie
Kookynie
Kookynie
Kookynie
Melita
Melita
Melita
Melita
Melita
Melita
Melita
Melita
Melita
Melita
Melita
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yerilla
Yilgangi
Yilgangi
Yilgangi
Yilgangi
Yilgangi
Yilgangi
E31/00720
E31/00725
E31/00847
E39/01101
E39/01405
E39/01406
E40/00195
E40/00199
E40/00200
E40/00256
E37/00790
E37/00937
E37/00985
E37/00996
E40/00202
E40/00204
E40/00206
E40/00209
E40/00245
E40/00247
E40/00258
E31/00529
E31/00684
E31/00715
E31/00734
E39/00831
E39/00883
E39/01120
E39/01139
E39/01228
E39/01269
M31/00249
P31/01752-59
E31/00721
E31/00814
P31/01815
P31/01832
P31/01833
P31/01834
Malcolm Option
M37/00953
Malcolm Option
P37/06774-78
Malcolm Option
P37/06876
Malcolm Option
P37/06877
Malcolm Option
P37/06878
Malcolm Option
P37/06879-87
Nature of Interest Notes
2
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
3
2
2
3
3
3
3
3
2
1
3
1
1
1
1
1
1
1
2
1
1
1
1
16-Nov-2006
16-Nov-2006
Pending
9-Feb-2006
23-Jul-2009
23-Jul-2009
20-Apr-2006
16-Oct-07
3-May-2006
Pending
4-Jan-2006
1-Sep-2008
Pending
Pending
2-Nov-2006
4-Sep-2006
13-Jan-2006
3-Apr-2006
12-Feb-2009
25-Nov-2008
Pending
13-Dec-2005
11-Apr-2007
Pending
16-Sep-2008
7-Sep-2006
4-May-2007
3-Oct-2006
12-Oct-2006
29-Jun-2007
6-May-2008
16-Dec-2008
11-Jan-2007
23-Nov-2006
25-Nov-2008
28-May-2008
28-Aug-2008
28-Aug-2008
28-Aug-2008
16-May-2008
7-Oct-2005
5-May-2006
5-May-2006
5-May-2006
5-May-2006
Malcolm Option
P37/07540
Malcolm Option
P37/07541
Malcolm Option
P37/07542
Malcolm Option
P37/07543
Malcolm Option
P37/07544
Malcolm Option
P37/07545
Malcolm Option
P37/07546
Malcolm Option
P37/07547
Malcolm Option
P37/07548
Malcolm Option
P37/07549
Malcolm Option
P37/07550
Malcolm Option
P37/07551
Malcolm Option
P37/07552
Malcolm Option
P37/07553
Malcolm Option
P37/07554
Malcolm Option
P37/07555
Malcolm Option
P37/07556
Malcolm Option
P37/07557
2
2
2
2
2
2
1
1
1
2
1
2
2
1
2
2
2
2
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
27-Mar-2009
Erlistoun
Erlistoun
Bencubbin
Bencubbin
Bencubbin
Bencubbin
Bencubbin
Caesar Hill
Warburton
Warburton
Warburton
Warburton
Warburton
Warburton
Warburton
Warburton
Warburton
Canobie
Canobie
Canobie
Canobie
Canobie
Canobie
ERLISTOUN PROJECT
E38/01742
E38/01911
3
3
27-Oct-2005
1-Nov-2007
BENCUBBIN PROJECT
E70/02851
E70/02942
E70/03004
M70/01080
M70/01081
1
1
1
1
1
WARBURTON PROJECT
E69/02253
E69/02192
E69/02193
E69/02252
E69/02582
E69/02656
E69/02129
E69/02443
E69/02577
E69/02578
1
1
1
1
1
1
1
1
1
1
CANOBIE PROJECT
EPM15714
EPM15719
EPM15720
EPM15721
EPM15722
EPM17693
1
1
1
1
1
1
1-Nov-2007
27-Aug-2007
15-May-2008
12-Jun-2001
12-Jun-2001
19-Jul-2007
14-Apr-2008
14-Apr-2008
12-Jun-2007
Pending
Pending
17-Sep-2008
17-Sep-2008
Pending
Pending
28-Feb-2008
12-Feb-2008
29-Jan-2008
28-Feb-2008
28-Feb-2008
Pending
1.
2.
3.
Tenements 100% owned by Rubicon Resources Limited
Tenements 100% owned by Rubicon Resources Limited, nickel exploration and mining rights owned by Heron Resources Limited
Tenements 100% owned by Heron Resources Limited or its subsidiaries; Rubicon Resources Limited has all non-nickel exploration and
mining rights
Rubicon Resources Limited / ANNUAL REPORT 2009
39
ASX ADDITIONAL INFORMATION
(CONTINUED)
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out below was
applicable as at 18 September 2009.
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of shareholders by size of holding:
Distribution
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
More than 100,000
Totals
Number of
Shareholders
167
416
234
785
136
1,738
There were 543 holders of less than a marketable parcel of ordinary shares.
B. SUBSTANTIAL SHAREHOLDERS
An extract of the Company’s Register of Substantial Shareholders (who holds 5% or more of the issued capital) is set
out below.
Shareholder Name
IJ Buchhorn and related entities
CVRD Australia EA Pty Ltd and associates
C. TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
Kurana Pty Ltd (Buchhorn Unit Fund)
CVRD Australia EA Pty Ltd
Inco Australia Holdings Pty Ltd
Masen Properties Pty Ltd
MBM Corporation Pty Ltd
National Nominees Limited
Hazurn Pty Ltd (Buchhorn S/F A/C)
Used Raul (Raul Used Fam A/c)
Peter Crisp Pty Ltd (Crisp S/F A/C)
Hollywell Investments Pty Ltd
Eaton Peter Charles and Teresa (Eaton S/F)
Kavalex Pty Ltd
Sambaitow Pty Ltd
Mizon, Annette (Bobbin Superannuation Fund Account)
Bill Brooks Pty Ltd (Bill Brooks S/F)
Wenlea Pty Ltd (Leach S/F)
Koltai Holdings Pty Ltd
Elphinstone Holdings Pty Ltd
Bruce Birnie Pty Ltd
Baker Bruce
40
Rubicon Resources Limited / ANNUAL REPORT 2009
Issued Ordinary Shares
Number of
Shares
Percentage of
Shares
6,513,181
6,423,995
8.11%
8.00%
Listed Ordinary Shares
Number
4,460,265
4,000,000
2,423,995
2,010,000
1,736,983
1,548,772
1,245,295
1,000,000
1,000,000
905,000
853,226
687,973
600,000
600,000
525,966
511,123
507,157
500,000
500,000
500,000
26,115,755
Percentage
Quoted
5.56%
4.98%
3.02%
2.50%
2.16%
1.93%
1.55%
1.25%
1.25%
1.13%
1.06%
0.86%
0.75%
0.75%
0.66%
0.64%
0.63%
0.62%
0.62%
0.62%
32.54%
D. UNQUOTED OPTIONS
Options
Unlisted options exercisable at 25 cents each by 7 November 2010
Unlisted options exercisable at 25 cents each by 31 December 2011
Unlisted options exercisable at 25 cents each by 17 September 2011
Unlisted options exercisable at 30 cents each by 7 November 2010
Unlisted options exercisable at 40 cents each by 7 November 2010
Number of
Options
4,250,000
1,000,000
400,000
1,300,000
1,300,000
8,250,000
E. VOTING RIGHTS
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby
each member present in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Rubicon Resources Limited / ANNUAL REPORT 2009
41
R U B I C O N
Resources Limited
Level 2, 91 Havelock Street,
West Perth WA 6005
PO Box 534, West Perth WA 6872
Telephone: (08) 9214 7500
Facsimile: (08) 9214 7575
Email: info@rubiconresources.com.au
www.rubiconresources.com.au