ABN 38 115 857 988
2012 ANNUAL REPORT
CORPORATE DIRECTORY
Directors
and
Executive
Management
Company
Secretary
Ian Macpherson
Executive Chairman
Ian Buchhorn
Non-Executive Director
Peter Eaton
Non-Executive Director
Andrew Ford
Chief Operation Officer
Sam Middlemas
Principal
Registered
Office
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
Auditor
Butler Settineri (Audit) Pty Ltd
Unit 16, 1st Floor
100 Railway Road
Subiaco
Western Australia 6008
Share
Registry
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
Stock
Exchange
The Company’s shares are quoted
on the Australian Stock Exchange.
The Home Exchange is Perth.
ASX Code
RBR - ordinary shares
CONTENTS
Chairman's Letter 1
Statement of Changes in Equity 24
Review of Operations 2
Statement of Cashflows 25
Financial Report 13
Directors’ Report 14
Notes to Financial Statements 26
Directors’ Declaration 42
Auditor’s Independence Declaration 21
Independent Audit Report 43
Statement of Comprehensive Income 22
Corporate Governance Statement 44
Statement of Financial Position 23
ASX Additional Information 54
CHAIRMAN’S LETTER
DEAR SHAREHOLDERS,
On behalf of the Board of Directors of Rubicon Resources Limited (“Rubicon” or “the Company”), I present the
Company’s Annual Report for 2012.
The significant difficulties that faced junior exploration companies during 2011, as referred to in our Annual Report for
2011, have continued in 2012. Rubicon and the sector in general, continue to be affected by limits on access to new
capital, weakening commodity prices and resultant downward pressure on market capitalisation.
As a result, your Board and Management have maintained a focus on conservation of capital whilst the Company has
benefitted from the existing joint venture arrangements in place on our various project interests and from the proceeds
of sale of non-core tenement interests.
The important transaction for the year was the completion of the sale of the Celia tenement package and a number of
our other smaller tenement holdings. This has allowed us to retain our treasury while the majority of our efforts have
been in identifying new opportunities for the Company, with most investigations looking overseas.
Our initial acquisition focus on Indonesia has been scaled back due to regulatory developments recently introduced,
and exploration is being kept to a minimum while we assess the possible broader implications of those developments
on our Kapulas Hula project.
Direct exploration funding by Rubicon on our Australian assets during the year was minimal, while we continued to
seek joint ventures or sale of the tenement packages held. We continue to attract high quality joint venture partners
to complement the joint ventures already completed. During the year this led to over $2.5 million being spent on our
tenement holdings by partners and there have been some positive results from recent Integra drilling that will be
followed up in the next quarter.
In November 2011, our founding Managing Director Mr Peter Eaton resigned from his position for personal reasons and
has relocated overseas; however, he remains within the Industry. We retain the excellent knowledge and services of
Peter as a Non-Executive Director, and I would like to express our appreciation for the work he undertook since the
initial IPO of the Company in 2007. To cover for Peter’s departure, the Board promoted Mr Andrew Ford to the senior
executive role of Chief Operating Officer. In addition I have stepped into the role as Executive Chairman to further
assist Andrew with the executive management of the Company.
Due diligence continues on a number of new project opportunities and we are confident that we will be able to identify
a value accretive project in the coming year.
Though our share price and consequent market capitalisation remain depressed, the Company in terms of peer group
is in a relatively healthy position with strong joint venture project interests and in excess of $2.5 million in cash.
Once again I thank you for your continued support of the Company and while it has been another difficult and
frustrating year we believe the outlined strategy will lead to the best outcomes for the future.
Ian Macpherson
Executive Chairman
Annual Report 2012
1
REVIEW OF
OPERATIONS
OPERATIONAL OVERVIEW
Rubicon's goal is to create shareholder returns through the successful acquisition of projects that we believe have the
capacity to become profitable mining operations. Rubicon also believes that its existing tenement portfolio in Western
Australia has significant exploration merit but requires larger drilling budgets than our current capital base allows. For
this reason, Rubicon has sought to add value for shareholders through its existing joint ventures with quality partners.
Where tenements could not be joint ventured successfully, third parties with a strategic interest in the area have been
approached for outright purchase of the tenements. This has resulted in the return of over $1.15 million to Rubicon’s
cash reserves.
Rubicon controls some 1,882km² of prospective tenements in Western Australia, 245km2 in Queensland and 140km2 in
Indonesia (Figure 1). Key results for the year were as follows:
• Exploration by our joint venture partner at the Yindarlgooda Peters Dam Joint Venture defined several high
priority drill targets, planned for further testing before the end of 2012.
• Aircore drilling by our joint venture partner at the Yindarlgooda Queen Lapage Joint Venture returned an
encouraging intersection of 13m @ 2.83 g/t gold; follow-up RC drilling is planned.
• Rubicon’s reverse circulation (RC) drilling at the 100% owned Plum Pudding prospect at Jeedamya
intersected some narrow gold intersections, with a best of 5m @ 7.4 g/t gold.
• Access to the Caesar Hill Joint Venture ground at Warburton has been granted and on ground testing of the
airborne electromagnetic (VTEM) targets defined in 2010 is scheduled to commence by our joint venture
partner.
• Soil sampling and mapping programs at the new Kapuas Hulu Project in West Kalimantan, Indonesia defined
widespread gold anomalism in a small sampled portion of the total licence area.
2
Annual Report 2012
Figure 1 - Rubicon Project Locations
REVIEW OF
OPERATIONS
Continued
OPERATIONAL OVERVIEW (Continued)
Following a decision to change the strategy of the Company in late 2010, Rubicon has focussed its activities on
pursuing more advanced projects, both in Australia and Internationally. Rubicon has reviewed in excess of 120 project
opportunities, principally for gold and copper as well as other commodities.
In February this year, Rubicon signed a term sheet with PT Hasil Kharisma Alam (HKA) to enter into a joint venture
agreement on the Kapuas Hulu Gold Project, located in West Kalimantan, Indonesia. Soil sampling and rock chip
sampling conducted so far by Rubicon are encouraging with widespread gold anomalism identified.
The Celia Project, where remaining exploration potential was under cover and expensive to test, was sold to Saracen
Gold Mines Pty Limited (Saracen) for $850,000 with a retained royalty, and several individual tenements were sold to
other entities for a combined $310,000 in cash. In addition, a new joint venture was agreed with Exco Resources
Limited (Exco) over the prospective Canobie Project near Cloncurry in Queensland.
Rubicon’s exploration expenditure for the year 100% owned tenements was $0.76 million.
CORPORATE OVERVIEW
Rubicon listed on 2 February 2007 and now has 145.3 million shares on issue and 10.7 million unlisted options as at
the date of this report. As at 30 June 2012, the Company retained $2.5 million cash.
YINDARLGOODA PROJECT
The Yindarlgooda Project comprises approximately 760km2 of tenure centred 55km east of Kalgoorlie on a felsic
volcanic dome around Lake Yindarlgooda (Figure 2). The project area is subject to the Peters Dam and Queen Lapage
Joint Ventures with Integra Mining Limited (Integra) and the Mt McLeay Joint Venture with Brimstone Resources
Limited (Brimstone). Rubicon also retains a substantial tenement holding in its own right.
In August 2012, the small Queen Lapage mining lease M25/344 and the adjacent P28/1213 were sold to a private
party for $100,000 in cash.
Peters Dam Joint Venture (Integra Mining Limited 51% (Rubicon diluting))
In July 2009, Rubicon entered into the Peters Dam Joint Venture with Integra Mining Limited, on tenements adjacent
to Integra’s Salt Creek gold deposit (Figure 2). Following the minimum expenditure of $1.5 million, partner Integra has
earned its 51% interest.
Under the terms of the joint venture agreement, the Peters Dam Joint Venture (“PDJV”) has now been formed and a
budget of $1.7million has been agreed for the next stage of exploration work. Rubicon has elected not to contribute to
the initial proposed exploration program and its 49% interest will be diluted under the terms of the joint venture.
Rubicon can elect to re-commence contributions to the joint venture at the 6 monthly joint venture budget meetings.
It is intended to review the results of the first exploration program before Rubicon will make its next election to
contribute or dilute.
During the year, Integra conducted 1,861m of RC drilling and 8,273m of RAB/aircore drilling. In addition, significant
effort was placed on alteration and litho-geochemical mapping to define and rank prospects. RAB/aircore drilling
returned gold anomalism at the Gladiator, Samurai and Horses prospects and follow-up RC at Gladiator and Target 15
continued to define the controls on mineralisation at depth.
The planned $1.7 million budget for exploration to the end of December 2012 will focus on drill testing the most
prospective targets and Rubicon is confident that this investment will progress the project significantly towards new
discoveries
.
Annual Report 2012
3
REVIEW OF
OPERATIONS
Continued
Figure 2 - Yindarlgooda Project – Geology, Tenements & Prospects
4
Annual Report 2012
REVIEW OF
OPERATIONS
Continued
Queen Lapage Joint Venture (Integra Mining Limited 51% (Rubicon diluting))
The Queen Lapage Joint Venture with Integra covers five tenements of approximately 100km2 located to the north of
the Peters Dam Joint Venture ground (Figure 2).
Under the terms of the agreement, Integra has expended $1.0 million (over three years) and has thereby earned a
51% interest in the tenements. Under its rights in the joint venture agreement, Rubicon has nominally elected to
contribute to ongoing exploration on a program-by-program basis. However, Rubicon has elected not to contribute to
the initial proposed exploration program and its 49% interest will be diluted under the terms of the joint venture.
The Queen Lapage Joint Venture tenure encompasses the QE1 gold deposit, which occurs on the regionally important
Randall’s Fault. Various other prospects with significant supergene gold anomalism are associated with this corridor.
Better intercepts at QE1 from previous Rubicon shallow RC drilling include 6m @ 6.33g/t, 6m @ 3.24g/t, 4m @
3.79g/t, 8m @ 2.48g/t and 8m @ 2.81g/t gold and are associated with sulphidic quartz veins in weathered shales and
banded iron formation. Integra have modelled the mineralisation to outline possible targets down plunge of known
drilling.
Integra completed geological mapping, 6,618m of aircore, 320m of RC and 650m of diamond drilling during the year
over the Five Bob, QE1 and Queen Lapage areas. Four diamond holes were required at Five Bob due to the difficulties
that the initial RC drilling had in penetrating an overlying unconsolidated paleochannel. No anomalous gold results
were returned in the diamond drilling, however one aircore drill hole at Queen Lapage Hill returned an encouraging
interval of 13m @ 2.83g/t gold from 31m. This intersection will be followed up by RC drilling.
Integra has prepared a budget of $0.2m to conduct additional RC drilling to December 2012.
Mt McLeay Joint Venture (Brimstone Resources Limited 51%, increasing to 70%)
Brimstone Resources Limited has earned a 51% interest in the Mt McLeay Joint Venture through the expenditure of
$300,000. Brimstone has also elected to earn an additional 19% to attain 70% by spending an additional $500,000 by
end of December 2013.
During the year, Brimstone conducted a Mobile Metal Ion soil sampling program comprising approximately 700 samples
which was successful in identifying several new areas with anomalous gold results that are to be followed up with
closer spaced soil sampling for better definition. Drilling of the best targets is planned.
Rubicon Tenure (100%)
Joint venture partners are being sought for Rubicon tenure. In August 2012, leases M25/344 and P27/1213 were sold
to G & D Mine Services for $100,000 cash.
JEEDAMYA PROJECT
The Jeedamya project is located 50km of Leonora (Figure 3). The main Jeedamya prospect contains sulphide
mineralisation consistent with a Volcanogenic Massive Sulphide origin (VMS). Drilling to date has intersected zones of
intense silica-pyrrhotite-pyrite alteration with minor chalcopyrite, within a mafic volcanic-sedimentary chert package at
the contact with either an intermediate volcanic or a porphyritic felsic unit.
The granting of E40/293 to the west and along strike of the known Jeedamya VMS prospect allowed access to a
significant area of mapped chert and gossan which had been poorly tested by previous explorers.
In December 2011, a total of 85 rock chips were collected over the western extension of the VMS prospective
stratigraphy into E40/293 (Figure 4). The rock chips were taken from gossanous outcrops along the known Jeedamya
VMS trend and from quartz veins near the historic “Plum Pudding/ Mulga Plum” gold workings. The gossan samples
had low gold and base metals values suggesting distal iron sulphide sources. The samples from the Plum Pudding area
were consistent in terms of high gold grade, with quartz vein samples averaging 11g/t gold (with a 50.1g/t gold
maximum) over a 300m by 200m area (Figure 4). The quartz veins generally strike north-north westerly and dip
moderately to the east, and appear to be very late stage, post-dating the pervasive foliation.
The potential for a small, high grade vein system extending beyond the excised Special Prospecting Licence (SPL) (held
by a third party) which covers the immediate area of the Mulga Plum workings was tested by a 748m RC drilling
program. Holes were drilled to the north and south of the SPL boundaries, with two holes drilled to test some veins
and workings to the west.
The drilling was successful in intersecting some gold bearing intervals, although most intervals were only 1m wide. The
most promising intersection was a best grade of 1m @ 29.5 g/t gold in hole RDRC039 as part of a broader interval of
5m @ 7.4 g/t from 10-15m (Table 1). Follow up RC drilling is planned.
Annual Report 2012
5
REVIEW OF
OPERATIONS
Continued
Significant drill intersections are as follows:
Hole ID
RDRC036
RDRC039
RDRC041
RDRC042
Easting
335185
335042
335240
335280
Northing
6744854
6744813
6744640
6744640
From
5
10
13
5
64
To
6
12
14
6
65
Width
1
2
1
1
1
Grade Au
ppm
4.88
3.24
29.5
1.13
3.33
Table 1 - Plum Pudding prospect RC drill results >1.0g/t gold
Figure 3 - Jeedamya and Celia project locations.
6
Annual Report 2012
REVIEW OF
OPERATIONS
Continued
Figure 4 - Plum Pudding drilling and rock chip sampling, Jeedamya
WARBURTON PROJECT
The Warburton Project comprises approximately 500km2 of exploration licences within the western Musgrave Province
(Figure 5). The project has potential for magmatic nickel-copper (e.g. Babel/Nebo, Voisey’s Bay) and felsic-related
gold mineralisation (e.g. Handpump prospect). The area is subject to the Caesar Hill and Bentley Joint Ventures with
Traka Resources Limited (Traka) and Kingsgate Consolidated Limited (Kingsgate) respectively.
Figure 5 - Warburton Project Location, Tenements, Geology & Targets
Annual Report 2012
7
REVIEW OF
OPERATIONS
Continued
Caesar Hill Joint Venture (Traka Resources Limited earning 70%)
Traka is an active explorer in the Musgrave block with a large tenement portfolio. The Caesar Hill tenement is semi-
contiguous with Traka's Jameson prospect, where Traka is testing outcropping titaniferous magnetite rocks, containing
titanium, vanadium and precious metals (gold, platinum and palladium) (Figure 6).
Under the terms of the agreement, Traka has the right to earn a 70% interest in the Caesar Hill tenement through
expenditure of $800,000 over a five year period, commencing from, and contingent on, gaining access for exploration
through a Land Access Agreement. Traka will spend a minimum of $150,000 (net of Land Access Agreement costs)
within 12 months from the commencement date.
The Native Title access permits have now been issued to enable on-ground exploration. Initial work will include ground
electromagnetic (EM) surveys at a higher power and a better resolution than the airborne Versatile Time Domain
Electromagnetic (VTEM) survey conducted by Rubicon and then joint venture partner Vale in 2010. Geochemical and
geological surveys will also be conducted on the 10 priority VTEM targets defined by the survey.
Bentley Joint Venture (Kingsgate Consolidated Limited earning 70%)
Kingsgate is progressing Native Title negotiations with the Ngaanyatjarra Council prior to the commencement of field
work on this project. Kingsgate has the right to earn a 70% interest in the Bentley tenement through the expenditure
of $750,000 over five years.
Figure 6 - Location of Caesar Hill VETM anomalies on gravity Tilt processed Image
8
Annual Report 2012
REVIEW OF
OPERATIONS
Continued
CANOBIE PROJECT (Exco Resources Limited -12 month option to commence JV)
In March 2012, Rubicon entered into an option agreement with Exco Resources Limited (Exco) over the 245km²
Canobie tenement EPM17767, located 60 kilometres north of Cloncurry in northwest Queensland (Figure 7). Exco has
agreed to spend $100,000 exploring the Canobie Project within 12 months (the Option Period) and can then elect to
exercise the option and commit to spending an additional $0.9 million over three years to earn 70% equity in the
project.
The tenement is situated between Exco’s Hazel Creek and Cloncurry Projects, which cover over 2,600km2 of
prospective Mt Isa Block Eastern Succession Proterozoic stratigraphy. Initial targets have been selected based on last
year’s airborne magnetic survey data and compensation agreements and heritage clearances are being prepared. It is
anticipated the targets will be drilled during the next quarter.
The tenement is considered prospective for various styles of base metal mineralisation, including Ernest Henry style
iron oxide-copper-gold (IOCG), and Broken Hill type silver-lead-zinc mineralisation.
Figure 7 - Location of Canobie Tenement, Queensland
CELIA PROJECT
In late 2011 and early 2012, Rubicon announced the sale to Saracen Mineral Holdings Limited, Exterra Resources
Limited, and Barrick (Granny Smith) Pty Limited the majority of tenements within the Celia Project that comprise areas
of interest contiguous to the purchasers respective operations/tenements (Figure 8).
Rubicon acquired the Celia project and completed a significant first pass drilling program in 2010. In late 2010, the
Board took the view that the strategy of grass roots exploration for gold in the Eastern Goldfields had run its course for
the Company as the project now clearly required the large drill budget that is more suited to a larger company.
Opportunities to joint venture the project were reviewed, however the outright sale of some of the tenements was
deemed the best way to realise shareholder value.
Saracen purchased tenements that are located strategically to Saracen’s Red October, Butcher Well, Tin Dog, Safari
Bore and Porphyry projects and comprise 53 tenements covering an area of 1,147km2. Saracen paid Rubicon $850,000
cash and a royalty of 1% of gross receipts on gold production in excess of 150,000oz.
Annual Report 2012
9
REVIEW OF
OPERATIONS
Continued
CELIA PROJECT (Continued)
In addition, Exterra purchased E39/1539, comprising an area of 9km2 which is adjacent to its Linden project for
$50,000 cash. In April 2011, Barrick (Granny Smith) Pty Limited purchased E38/2221, which was adjacent to its Granny
Smith operation for the same consideration.
Lynas Corporation has agreed to purchase E38/2224, covering 39km2 which is adjacent to their Mt Weld project for
$100,000 cash.
The remaining tenements in the Laverton region have been assessed as having minimal remnant exploration potential
and will be divested as appropriate. A total of $1.05million cash has been realised through the sale of the Celia
tenements over the past year.
Figure 8 - Celia project tenements sold shown in pink
10
Annual Report 2012
REVIEW OF
OPERATIONS
Continued
KAPUAS HULU PROJECT
In February 2012, Rubicon signed a term sheet with PT Hasil Kharisma Alam (HKA) to enter into a joint venture
agreement on the Kapuas Hulu Gold project, located in West Kalimantan, Indonesia (Figure 9).
Rubicon can acquire an initial 51% of the issued capital of HKA by expending $1,500,000 on exploration on the project
and the issue of 3 million shares to HKA and associated companies. Rubicon may then earn up to 85%, by a
combination of further expenditure, share issues and the execution of a bankable feasibility study.
The main prospect at Pelaik-Tebuang-Empakan is a gold-mineralised zone situated within a wide area of clay-altered
sediments. The gold is hosted in quartz-pyrite lenses in faults, fractures and shallowly dipping stratabound porous
sandstone layers. The strongest mineralised areas appear to be around the intersections of east-west, north-northeast
and northwest structures. The mineralized lenses appear to have been deposited in dilational fractures in the
sediments above and adjacent to dioritic intrusions; and underlying, steeply dipping feeder structures that provide a
conduit for mineralising fluids are a key exploration target.
Trenches completed previously over the main prospect area have returned some attractive results, including:
TR5
TR6
TR9
TR21
TR26
C34
82.0m @ 1.04 g/t gold
47.0m @ 0.34 g/t gold
60.3m @ 0.55 g/t gold
19.3m @ 2.29 g/t gold
20.0m @ 0.45 g/t gold
9.5m @ 13.97 g/t gold
(Up to 9.07 g/t gold)
(Up to 2.49 g/t gold)
(Up to 6.52 g/t gold)
(Up to 5.36 g/t gold)
(Up to 1.71 g/t gold)
(Up to 65.2 g/t gold)
Soil and rock chip sampling conducted over the main prospects by Rubicon has continued to expand the known gold
mineralised trends defining clear high priority drill targets.
A forestry permit application to allow access to the Pelaik-Tebuang-Empakan area for drilling is being progressed.
The area of Rubicon sampling to date only covers approximately 4% of the IUP area (Figure 9). Future work will focus
on definition of the best drill targets, as well as some reconnaissance exploration over the greater IUP area.
Figure 9 - Kapuas Hulu Project, West Kalimantan
Annual Report 2012
11
REVIEW OF
OPERATIONS
Continued
OTHER PROJECTS
The Errolls project tenement is located immediately northwest of the Barrambie Vanadium deposit, approximately
80km north of Sandstone in Western Australia. The tenement contains the interpreted northern extension of the
highly magnetic gabbro complex that hosts the Barrambie magnetite-vanadium resource under shallow cover and is
considered prospective for vanadium, magnetite and platinum group metals (PGMs) (Figure 1).
The Wyloo Channel iron project was surrendered in 2011 following assessment of the results of a Rubicon gravity
survey. The Paddy Well uranium project was also surrendered.
Competent Persons Statement
The information in this report that relates to Exploration Results is based on information compiled by Mr Andrew Ford the Chief
Operating Officer of Rubicon Resources Limited, who is a Member of the Australian Institute of Mining and Metallurgy. Mr Ford has
sufficient experience that is relevant to the styles of mineralisation and the activity being reported to qualify as a Competent Person
as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, and
consents to the release of information in the form and context in which it appears here.
12
Annual Report 2012
FINANCIAL
REPORT
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Annual Report 2012
13
DIRECORTS’ REPORT
The Directors present their report on Rubicon Resources Limited for the year ended 30 June 2012.
DIRECTORS AND SENIOR MANAGEMENT
The names and details of the Directors and Senior Management of Rubicon Resources Limited during the financial
year and until the date of this report are:
Ian Macpherson – B.Comm, CA
Executive Chairman
Appointed 18 October 2010
Mr Macpherson is a Chartered Accountant with more than 30 years of experience in the provision of financial and
corporate advisory services. In his early career, Mr Macpherson was a partner at KMG Hungerfords, which built up a
specialist practice in the provision of corporate and financial advice to the mining and mineral exploration
industry. In 1987 the firm merged with Arthur Andersen & Co.
In 1990, Mr Macpherson established Ord Partners (later to become Ord Nexia Pty Limited ) and has specialised in the
area of corporate advice with particular emphasis on capital structuring, equity and debt raising, corporate affairs and
Securities Exchange compliance for public companies in the mining and industrial areas. He has further been
involved in numerous asset acquisitions and disposal engagements. Ord Nexia Pty Limited merged with MGI Perth in
October 2010 and Mr Macpherson continued in a consulting role with the merged group until November 2011. He
has acted in the role of Director and Company Secretary for a number of his clients and is currently a Non-Executive
Chairman of Kimberly Rare Earth Limited (2 December 2010 to present), a Non-Executive Director of Navigator
Resources Limited (1 July 2003 to present), Avita Medical Limited (5 March 2008 to present) and formerly Nimrodel
Resources Limited (17 July 2007 to 2 August 2011) and Sihayo Gold Limited (24 April 2009 to 3 June 2010).
Mr Macpherson is a Member of the Institute of Chartered Accountants in Australia and past member of the Executive
Council of the Association of Mining Exploration Companies (WA) Inc.
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 more than 30 years of 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. 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 24 years Mr Buchhorn has acquired and developed mining projects throughout the
Eastern Goldfields of Western Australian 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 a directorship in Heron
Resources Limited (17 February 1995 to present). He previously held directorships in Polaris Minerals NL (18
September 2006 to 7 January 2010) and Southern Cross Goldfields Limited (24 July 2007 to 15 March 2010).
Peter Eaton – B.Sc (Hons), MAusIMM
Non-Executive 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 November 2011, Mr Eaton was Managing
Director of Rubicon, but is now Senior Operations Manager of the Tujuh Bukit project in Indonesia with Intrepid
Mines Limited. Mr Eaton remains as a Non-Executive Director of Rubicon. Before 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 the 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 Rubicon
Managing Director.
14
Annual Report 2012
DIRECTORS’ REPORT
Continued
Andrew Ford – B.Sc (Hons), MAusIMM
Chief Operating Officer
Appointed 23 November 2009
Mr Ford is a geologist with 25 years of experience in exploration, management and mining. His role before joining
Rubicon was Chief Operating Officer/Exploration Manager of uranium explorer Peninsula Minerals. Mr Ford was
previously involved in the management and execution of mineral exploration for Barrick Gold of Australia, Homestake
Gold of Australia, Plutonic Resources and Golden Shamrock Mines. He was also involved in the start-up of mining
operations at the Plutonic Gold Mine in Western Australia and Iduapriem Gold mine in Ghana. Mr Ford has explored
for a broad range of commodities (principally gold, base metals and uranium) throughout Australia and
internationally in Africa, Indonesia and USA and brings a wealth of exploration management knowledge to Rubicon.
COMPANY SECRETARY
Robert (Sam) Middlemas – B.Comm, PGradDipBus, CA
Mr Middlemas was appointed Company Secretary and Chief Financial Officer on 17 July 2006. He is a chartered
Accountant with more than 20 years of 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.
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.
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
The Company recorded an operating loss after income tax for the Year ended 30 June 2012 of $1,688,609 compared
to an operating loss after income tax of $1,667,115 for the Year ended 30 June 2011.
The Company’s cash position remained strong at the end of the year at $2,484,062 following the successful sale of the
Celia tenement package for $900,000 during the year, with a royalty upside retained on the project.
Rubicon is a mineral exploration company, currently focussed on gold and copper exploration in Western Australia and
Indonesia. In Western Australia it continues to hold some 2,000km² of prospective tenements.
Rubicon’s strategy for ultimate growth is to combine the following elements:
• Ongoing commitment to the identification and review of projects/corporate opportunities that we believe
have the capacity to successfully develop into a profitable mine, both in Australia and overseas;
• Maximise the commercial value of the existing tenement portfolio through the ongoing establishment and
maintenance of suitable joint ventures and other alternate funding arrangements where appropriate; and
• Continued exploration of Rubicon 100% owned properties where appropriate.
Rubicon's major projects are as follows:
• The Yindarlgooda gold and base metal project located east of Kalgoorlie where Rubicon has tenements in its
own right and three separate joint venture agreements with Integra Mining Limited (two) and Brimstone
Resources Limited earning an interest in Rubicon tenure;
• The Warburton project in the Western Musgrave Province, where Rubicon has joint ventures with Kingsgate
Consolidated Limited and Traka Resources Limited;
• The Jeedamya project where Rubicon is currently following up exploration results at the Plum Pudding
prospect; and
• The Kapuas Hulu project in Indonesia where first pass exploration is being undertaken.
Annual Report 2012
15
DIRECORTS’ REPORT
Continued
CORPORATE AND FINANCIAL POSITION
As at 30 June 2012 the Company had cash reserves of $2.48 million.
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 (or
most senior Executive Officer) 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 (or most senior Executive Officer) 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.
EARNINGS/LOSS PER SHARE
Basic loss per share
Diluted loss per share
2012
Cents
(1.18)
(1.18)
2011
Cents
(1.36)
(1.36)
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.
OPTIONS OVER UNISSUED CAPITAL
UNLISTED OPTIONS
During the financial year and to the date of this report there have been no unlisted options over unissued ordinary
shares granted. There were 400,000 14 cent options and 1,000,000 25 cent options that expired during the year.
As at the date of this report unissued ordinary shares of the Company under option are:
Number of Options on Issue
Exercise Price
6,000,000
1,500,000
1,000,000
2,200,000
10 cents each
15 cents each
20 cents each
14 cents each
Expiry Date
31 October 2014
31 October 2014
31 October 2014
13 January 2014
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.
16
Annual Report 2012
DIRECORTS’ REPORT
Continued
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.
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
Ian Macpherson
Ian Buchhorn
Peter Eaton
Title
Directors’ Interests
in Ordinary Shares
Directors’ Interests
in Unlisted Options
Executive Chairman
Appointed on 18 October 2010
Non-Executive Director
Appointed on 19 August 2005
Non-Executive Director
Appointed on 3 July 2006
13,796,871
8,859,777
1,475,000
2,500,000
2,000,000
4,000,000
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
I Macpherson
I Buchhorn
P Eaton
RENUMERATION REPORT
Board of Directors’ Meetings
Meetings Attended Meetings held while a director
9
9
9
9
9
9
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 Board 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 (or most senior Executive Officer) 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.
Annual Report 2012
17
DIRECORTS’ REPORT
Continued
RENUMERATION REPORT (Continued)
The remuneration policy in regard to setting the terms and conditions for the Managing Director (or most senior
Executive Officer) 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.
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 either the
Black-Scholes methodology or the Binomial model. 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 on page 6. 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.
SENIOR EXECUTIVES & MANAGEMENT
The Company aims to reward executives with a level of remuneration commensurate with their position and
responsibilities within the Company so as to:
• 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.
Following the resignation of Mr Peter Eaton as Managing Director, Mr Andrew Ford was promoted to the role of Chief
Operating Officer and is the executive in charge of the day-to-day management and operations of the Company. Mr
Ford is supported in this role by the Executive Chairman, Mr Ian Macpherson.
STRUCTURE
Remuneration consists of the following key elements:
• 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 e.g. 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 (or most senior Executive Officer)
are based on the recommendation of the Managing Director (or most senior Executive Officer), subject to the approval
of the Board in the annual budget setting process.
SHARE BASED COMPENSATION
There was no share based compensation granted during this 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.
18
Annual Report 2012
DIRECORTS’ REPORT
Continued
REMUNERATION REPORT (Continued)
SERVICE AGREEMENT
The former Managing Director, Mr Peter Eaton left the employment of the Company during the financial year on 11
November 2011 and to date has not been replaced while the Company identifies new project opportunities. Mr
Andrew Ford has been appointed Chief Operating Officer from 1 December 2011 and assumed the Senior Executive
role within the Company and Management and is employed under a standard contract of employment requiring a one
month notice period.
Details of the nature and amount of each element of the emoluments of each Director and Executive Officer of Rubicon
Resources Limited paid/accrued during the year are as follows:
2011/2012
Directors
I Macpherson – Executive Chairman (i)
P Eaton – Managing Director (ii)
P Eaton – Non-Executive (ii)
I Buchhorn – Non-Executive
Executives
S Middlemas - Company Secretary (iii)
A Ford – Exploration Manager/COO
2010/2011
Directors
I Macpherson – Chairman (i)
P Eaton – Managing Director
I Buchhorn – Non-Executive
S Middlemas – Non-Executive (iii)
Executives
S Middlemas Company Secretary (iii)
A Ford – Exploration Manager (iv)
Primary
Base
Salary/Fees
$
Motor
Vehicle/Bonus
$
Post-
Employment
Superannuation
Contributions
$
79,725
107,071
23,333
50,000
45,000
202,333
43,348
247,999
57,500
7,200
48,980
186,000
-
2,465
-
-
-
-
-
9,346
-
-
-
-
18,933
9,572
2,100
-
-
18,210
3,901
22,320
-
-
-
16,740
Equity
Compensation
Options
$
-
-
-
-
-
-
46,000
64,350
36,800
-
-
-
Total
$
98,658
119,108
25,433
50,000
45,000
220,543
93,249
344,015
94,300
7,200
48,980
202,740
(i) Mr Macpherson was appointed Executive Chairman on 18 October 2010; from 1 December 2011 he has taken on
additional executive duties which are compensated by a consultancy arrangement at $5,000 per month.
(ii) Mr Eaton resigned from his position as Managing Director on 11 November 2011 – he remains on the board as a
Non-Executive Director from that date.
(iii) Mr Middlemas was appointed a Non-Executive director on 1 February 2010, and resigned on 18 October 2010 – all
fees as a Director and Company Secretary were paid to Sparkling Investments Pty Ltd.
(iv) Mr Ford was appointed Exploration Manager on 23 November 2009, and appointed Chief Operating Officer (COO)
on 1 December 2011.
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 2012.
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.
Annual Report 2012
19
DIRECORTS’ REPORT
Continued
AUDITORS’ 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 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 6th day of September 2012
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
20
Annual Report 2012
AUDITORS’ INDEPENDENCE
DECLARATION
Annual Report 2012
21
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012
NOTES
THE COMPANY
2012
$
2011
$
Other income
2
191,177
182,039
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
Other Comprehensive Loss net of tax
Total Comprehensive Loss
Basic earnings/(loss) per share
(cents per share)
Diluted earnings/(loss) per share
(cents per share)
3
3
3
5
13
19
19
498,518
174,091
20,000
45,000
65,835
19,087
116,237
21,683
(444,488)
-
1,182,973
180,850
1,688,609
-
736,187
111,949
21,473
48,980
79,578
23,118
103,006
-
(657,216)
147,150
1,096,620
138,309
1,667,115
-
1,688,609
1,667,115
-
-
1,688,609
1,667,115
(1.18) cents
(1.36) cents
(1.18) cents
(1.36) cents
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
22
Annual Report 2012
STATEMENT OF FINANCIAL
POSITION
AS AT 30 JUNE 2012
NOTES
2012
$
2011
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
20(a)
2,484,062
2,760,616
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
6
7
8
9
10
11
4,161
13,332
3,430
15,333
2,501,555
2,779,379
14,012
38,099
2,161,634
2,175,646
4,677,201
3,488,405
3,526,504
6,305,883
58,446
3,287
61,733
61,733
59,103
32,703
91,806
91,806
4,615,468
6,214,077
12(a)
14,831,596
14,741,596
14
13
586,640
586,640
(10,802,768)
(9,114,159)
4,615,468
6,214,077
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
Annual Report 2012
23
STATEMENT OF CHANGES
IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
Notes Contributed
Equity
Share Based
Payment
Reserve
Losses
Total
BALANCE AT 1 JULY 2010
12,841,596
439,490
(7,447,044)
5,834,042
TOTAL COMPREHENSIVE INCOME
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
-
Shares issued during the year
12(b)
1,900,000
-
-
(1,667,115)
(1,667,115)
-
-
1,900,000
147,150
-
147,150
14,741,596
586,640
(9,114,159)
6,214,077
-
-
(1,688,609)
(1,688,609)
Directors and Employees options
BALANCE AT 30 JUNE 2011
TOTAL COMPREHENSIVE INCOME
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Shares issued during the year
12(b)
90,000
-
-
90,000
BALANCE AT 30 JUNE 2012
14,831,596
586,640 (10,802,768)
4,615,468
The above Statements of Changes in Equity should be read in conjunction with the accompanying notes.
24
Annual Report 2012
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 JUNE 2012
Cash flows from operating activities
Interest received
Payments to suppliers and employees (inclusive of goods
and services tax)
NOTES
2012
$
2011
$
134,177
140,289
(653,814)
(496,153)
Net cash used in operating activities
20(b)
(519,637)
(355,864)
Cash flows from investing activities
Payments for exploration and evaluation
Funds received from sale of exploration tenement
Funds received from joint venture partners
Proceeds (Payments) for plant and equipment
and motor vehicles
(666,917)
(2,096,943)
900,000
-
10,000
-
674,863
(1,796)
Net cash from (used) in investing activities
243,083
(1,423,876)
Cash flows from financing activities
Proceeds from the issue of shares
Net cash provided by financing activities
Net (decrease) increase in cash held
Cash at the beginning of the financial year
-
-
1,900,000
1,900,000
(276,554)
120,260
2,760,616
2,640,356
Cash at the end of the financial year
20(a)
2,484,062
2,760,616
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
Annual Report 2012
25
NOTES TO THE FINANCIAL
STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FOR THE YEAR ENDED 30 JUNE 2012
The principal accounting policies adopted in preparing the financial report of the Company, Rubicon Resources
Limited (“Rubicon” or “Company”), are stated to assist in a general understanding of the financial report.
These policies have been consistently applied to all the years presented, unless otherwise indicated.
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.
(a)
Basis of Preparation
This general purpose financial report has been prepared in accordance with Australian Accounting
Standards (including Australian Interpretations) adopted by the Australian Accounting Standards Board
and the Corporations Act 2001.
Rubicon Resources Limited is a for-profit entity for the purpose of preparing the financial statements.
The financial report has been prepared on the basis of historical costs and does not take into account
changing money values or, except where stated, current valuations of non-current assets.
The financial report was authorised for issue by the Directors.
(b)
Use of Estimates and Judgements
The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected. None of
the balances reported have been derived from estimates.
(c)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable
income based on the income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are
enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability. An exception is made for certain
temporary differences arising from the initial recognition of an asset or a liability. No deferred asset or
liability is recognised in relation to those temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit
or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if
it is probable that future taxable amounts will be available to utilise those temporary differences and
losses.
Current and future tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
(d)
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognised:
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield
on the financial asset.
26
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(e)
Cash and Cash Equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short term
deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash
equivalents as defined above, which are readily convertible to cash on hand and which are used in the
cash management function on a day-to-day basis.
(f)
Plant and equipment and motor vehicles
Each class of plant and equipment and motor vehicles is carried at cost or fair value less, where
applicable, any accumulated depreciation and impairment losses.
Plant and equipment and motor vehicles
Plant and equipment and motor vehicles are stated at cost less accumulated depreciation and any
impairment in value.
The carrying values of plant and equipment and motor vehicles are reviewed for impairment when
events or changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash flows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
If any such indication exists where the carrying values exceed the estimated recoverable amount, the
assets or cash generating units are written down to their recoverable amount.
Depreciation
Depreciable non-current assets are depreciated over their expected economic life using either the
straight line or the diminishing value method. Profits and losses on disposal of non-current assets are
taken into account in determining the operating loss for the year. The depreciation rate used for each
class of assets is as follows:
•
•
Plant & equipment
Motor vehicles
20 - 33%
22.5%
(g)
Employee Entitlements
Liabilities for wages and salaries, annual leave and other current employee entitlements expected to
be settled within 12 months of the reporting date are recognised in other payables in respect of
employees’ services up to the reporting date and are measured at the amounts expected to be paid
when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the
leave is taken and measured at the rates paid or payable.
Contributions to employee superannuation plans are charged as an expense as the contributions are
paid or become payable.
Annual Report 2012
27
NOTES TO THE FINANCIAL
STATEMENTS
Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FOR THE YEAR ENDED 30 JUNE 2012
(h)
Exploration and Evaluation Expenditure
Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable
area of interest and is subject to impairment testing. These costs are carried forward only if they
relate to an area of interest for which rights of tenure are current and in respect of which:
•
•
such costs are expected to be recouped through the successful development and exploitation of
the area of interest, or alternatively by its sale; or
exploration and/or evaluation activities in the area have not reached a stage which permits a
reasonable assessment of the existence or otherwise of economically recoverable reserves and
active or significant operations in, or in relation to, the area of interest are continuing.
In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of
reduced value, accumulated costs carried forward are written off in the year in which that assessment
is made. A regular review is undertaken of each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest.
Where a mineral resource has been identified and where it is expected that future expenditures will be
recovered by future exploitation or sale, the impairment of the exploration and evaluation is written
back and transferred to development costs. Once production commences, the accumulated costs for
the relevant area of interest are amortised over the life of the area according to the rate of depletion
of the economically recoverable reserves.
Costs of site restoration and rehabilitation are recognised when the Company has a present obligation,
the future sacrifice of economic benefits is probable and the amount of the provision can be reliably
estimated.
The amount recognised as a provision is the best estimate of the consideration required to settle the
present obligation at the reporting date, taking into account the risks and uncertainties surrounding
the obligation. Where a provision is measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash flows.
Exploration and evaluation assets are assessed for impairment if:
(i) sufficient data exists to determine technical feasibility and commercial viability, and
(ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.
For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-
generating units to which the exploration activity relates. The cash generating unit shall not be larger
than the area of interest.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area
of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are
first tested for impairment and then re-classified from intangible assets to mining property and
development assets within property, plant and equipment.
(i)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”),
except where the amount of GST incurred is not recoverable from the Australian Taxation Office
(“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset
or as part of an item of the expense.
Receivables and payables are stated with the amount of GST included. GST incurred is claimed from
the ATO when a valid tax invoice is provided. The net amount of GST recoverable from, or payable
to, the ATO is included as a current asset or liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash
flows arising from investing and financing activities which are recoverable from, or payable to, the
ATO are classified as operating cash flows.
28
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(j)
Payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of
the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition.
(k)
Contributed Equity
Issued capital is recognised as the fair value of the consideration received by the Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a
reduction of the share proceeds received.
(l)
Earnings per Share
Basic earnings per share (“EPS”) are calculated based upon the net loss divided by the weighted
average number of shares. Diluted EPS are calculated as the net loss divided by the weighted
average number of shares and dilutive potential shares.
(m)
Leases
Leases are classified at their inception as either operating or finance leases based on the economic
substance of the agreement so as to reflect the risks and benefits incidental to ownership.
The minimum lease payments of operating leases, where the lessor effectively retains substantially all
of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-
line basis over the term of the lease.
(n)
Share-based payment transactions
The Company provides benefits to employees (including Directors and Consultants) of the Company in
the form of share-based payment transactions, whereby employees render services in exchange for
shares or rights over shares (“Equity-settled transactions”).
There is currently one plan in place to provide these benefits being an Employee Share Option Plan
(“ESOP”) which provides benefits to Directors, Consultants and Senior Executives.
The cost of these equity-settled transactions is measured by reference to fair value at the date at
which they are granted. The fair value is determined by an external valuer using the either the Black -
Scholes or Binomial model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Rubicon Resources Ltd (“market conditions”).
The cost of equity settled securities is recognised, together with a corresponding increase in equity,
over the period in which the performance conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (“vesting date”).
Where the Company acquires some form of interest in an exploration tenement or an exploration area
of interest and the consideration comprises share-based payment transactions, the fair value of the
equity instruments granted is measured at grant date. The cost of equity securities is recognised
within capitalised mineral exploration and evaluation expenditure, together with a corresponding
increase in equity.
(o)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Annual Report 2012
29
NOTES TO THE FINANCIAL
STATEMENTS
Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FOR THE YEAR ENDED 30 JUNE 2012
(p)
Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk
management framework, to identify and analyse the risks faced by the Company. These risks include
credit risk, liquidity risk and market risk from the use of financial instruments. The Company has only
limited use of financial instruments through its cash holdings being invested in short term interest
bearing securities. The primary goal of this strategy is to maximise returns while minimising risk
through the use of accredited Banks with a minimum credit rating of A1 from Standard & Poors. The
Company has no debt, and working capital is maintained at its highest level possible and regularly
reviewed by the full board.
(q)
New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory
for 30 June 2012 reporting periods, and have not been adopted by the Company. The Company's
assessment of the impact of these new standards and interpretations is that they will have no
material impact and will only effect disclosure provisions in the December 2012 half year and 2013
full year accounts.
2.
OTHER INCOME
Other Income
Interest
Rental/Office recharges
3.
EXPENSES
Contributions to employees superannuation
plans
Depreciation - Plant and equipment
- Motor vehicles
Exploration Written off
Share Based Payment expense
2012
$
2011
$
134,177
140,289
57,000
41,750
191,177
182,039
64,624
14,087
5,000
62,345
16,563
6,555
1,182,973
1,096,620
-
147,150
Provision for employee entitlements
29,416
(18,411)
4.
AUDITORS’ REMUNERATION
Audit – Butler Settineri (Audit) Pty Ltd
Audit and review of the financial statements
17,701
16,891
30
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
5.
INCOME TAX
FOR THE YEAR ENDED 30 JUNE 2012
No income tax is payable by the Company as it has incurred losses for income tax purposes for the year,
so current tax, deferred tax and tax expense is $Nil (2011 - $Nil).
(a) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations
(1,688,609)
(1,667,115)
Tax at the tax rate of 30% (2010: 30%)
(506,583)
(500,135)
2012
$
2011
$
Tax effect of amounts which are deductible in
calculating taxable income:
Non-deductible expenses
Other allowable expenditure
Deferred tax asset not brought to account
Income tax expense
(b)
Tax losses
Unused tax losses for which no deferred tax
asset has been recognised
Potential tax benefit at 30%
-
44,145
(6,973)
(66,481)
513,556
522,471
-
-
6,226,242
6,471,019
1,876,873
1,941,306
(c)
Unbooked Deferred Tax Assets and Liabilities
Unbooked deferred tax assets comprise:
Provisions/Accruals/Other
1,187
9,411
Tax losses available for offset against future
taxable income
Unbooked deferred tax liabilities comprise:
Capitalised mineral exploration and evaluation
expenditure
(d)
Franking credits balance
2,514,109
2,269,332
2,515,109
2,278,743
2,515,295
2,278,743
The Company has no franking credits available as at 30 June 2012 (2011: $Nil).
6.
OTHER RECEIVABLES
Current
GST recoverable
7.
OTHER ASSETS
Current
Prepayments
4,161
3,430
13,332
15,333
Annual Report 2012
31
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
8.
PLANT AND EQUIPMENT AND MOTOR VEHICLES
Plant and office equipment
At cost
Accumulated depreciation
Motor vehicles
At cost
Accumulated depreciation
2012
$
2011
$
164,309
164,309
(160,297)
(146,210)
4,012
18,099
53,831
78,831
(43,831)
(58,831)
10,000
14,012
20,000
38,099
Reconciliation
Reconciliation of the carrying amounts for each class of plant and equipment and
motor vehicles are set out below:
Plant and office equipment
Carrying amount at beginning of the year
Additions
Depreciation
Carrying amount at the end of the year
Motor vehicles
Carrying amount at beginning of the year
Disposals
Depreciation
Carrying amount at the end of the year
18,099
-
32,865
1,796
(14,087)
(16,562)
4,012
18,099
20,000
(5,000)
(5,000)
10,000
26,556
-
(6,556)
20,000
9.
CAPITALISED MINERAL EXPLORATION EXPENDITURE
Non-Current
In the exploration phase
Cost brought forward
3,488,405
3,479,375
Add: Expenditure incurred during the year (at
cost)
Less Joint venture contributions
Less Sale of Project
Exploration expenditure written off
756,202
1,780,513
-
(674,863)
(900,000)
-
(1,182,973)
(1,096,620)
2,161,634
3,488,405
The recoupment of costs carried forward is dependent on the successful development
and/or commercial exploitation or alternatively sale of the respective areas of interest.
32
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
10.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
2012
$
2011
$
9,674
48,772
58,446
6,119
52,984
59,103
Included within trade and other creditors and accruals is an amount of $2,279 (2011- $2,994)
relating to exploration expenditure.
11.
PROVISIONS
Current
Employee entitlements
12.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
3,287
3,287
32,703
32,703
145,304,498 (2011: 142,304,498) fully paid
ordinary shares
14,831,596
14,741,596
(b)
Share Movements during the Year
2012
2011
Number of
Shares
$
Number of
Shares
$
Beginning of the financial year
142,304,498 14,741,596
94,804,498
12,841,596
New share issues during the year
Share Purchase Plan at 4 cents
Share Placement at 4 cents
Share Issue at 3 cents (tenement
purchase)
(c) Unlisted Options
-
-
-
-
25,000,000
1,000,000
22,500,000
900,000
3,000,000
90,000
-
-
145,304,498 14,831,596 142,304,498
14,741,596
During the financial year the Company granted no unlisted options over unissued shares.
There were 1,400,000 unlisted options lapsed during the year (2011 – 5,500,000) as a result of time expiry,
staff movements and no longer meeting employment conditions. As a consequence the numbers of Unlisted
options on issue at 30 June 2012 and at the date of this report was 10,700,000 (2011 – 12,100,000). There
were no options issued to staff under the Rubicon Share Option Plan (refer Note 15).
Annual Report 2012
33
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
12.
CONTRIBUTED EQUITY (Continued)
(d)
Share Based Payments
The expense recognised in the income statement in relation to share-based payments is disclosed in Note 3.
The average remaining contractual life for the share options outstanding as at 30 June 2012 is between 1.5
and 2.4 years (2011: 2.5 and 3.4 years). The range of exercise prices for options outstanding at the end of the
year was between 10 cents and 20 cents (2011: between 10 cents and 25 cents). The fair value of options
granted during the year was Nil as none were granted (2011 - $147,150).
The fair value of the equity-settled share options granted is estimated as at the date of grant using a Black-
Scholes and Binomial models taking into account the terms and conditions upon which the options were
granted.
The following table lists the inputs to the model used for the options issued during the year ended 30 June
2011 (there were no options issued during the year ended 30 June 2012):
Date of Issue
Number of Options
Volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Exercise price (cents)
Share price at grant date (cents)
Value per option (cents)
25 Nov 2010
6,000,000
90%
5.24%
3.93
10
5.0
1.84
25 Nov 2010
1,500,000
90%
5.24%
3.93
15
5.0
1.55
25 Nov 2010
1,000,000
90%
5.24%
3.93
20
5.0
1.35
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future
trends, which may also not necessarily be the actual outcome. No other features of options granted were
incorporated into the measurement of fair value.
(e)
Terms and Conditions of Contributed Equity
Ordinary Shares
The Company is a public company limited by shares. The Company was incorporated in Perth, Western
Australia.
The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid
on the shares respectively held by them.
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the
Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of
shares held.
Ordinary shares which have no par value, entitle their holder to one vote, either in person or by proxy, at a
meeting of the Company.
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern,
so that they may continue to provide returns for shareholders and benefits for other stakeholders.
34
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
12.
CONTRIBUTED EQUITY (Continued)
(f)
Capital Risk Management
Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready
access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the
Company’s capital risk management is the current working capital position against the requirements to meet
exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is
maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as
required. The working capital position of the Company at 30 June 2012 and 30 June 2011 are as follows:
Cash and cash equivalents
Trade and other receivables
Other assets
Trade and other payables
Provisions
Working capital position
13.
ACCUMULATED LOSSES
2012
$
2,484,062
4,161
13,332
(58,446)
(3,287)
2,439,822
2011
$
2,760,616
3,430
15,333
(59,103)
(32,703)
2,687,573
Accumulated losses at the beginning of the year
Net loss attributable to members
Accumulated losses at the end of the year
9,114,159
1,688,609
10,802,768
7,447,044
1,667,115
9,114,159
14.
RESERVES
Share Option Reserve
Balance at the beginning of the year
Add: Amounts expensed in current year
Balance at the end of the year
586,640
-
586,640
439,490
147,150
586,640
Share Option Reserve
The share option reserve comprises any equity settled share based payment transactions. The reserve will be
reversed against share capital when the underlying share options are exercised.
15.
OPTION PLAN
The establishment of the Rubicon Resources Limited Employee Share Option Plan (“the Plan”) was approved
by special resolution at a General Meeting of shareholders of the Company held on 22 November 2011. All
eligible Directors, Executive Officers, Employees and Consultants of Rubicon Resources Limited who have
been continuously employed by the Company are eligible to participate in the Plan.
The Plan allows the Company to issue free options to eligible persons. The options can be granted free of
charge and are exercisable at a fixed price calculated in accordance with the Plan.
Options issued under the Plan have up to a 24 month vesting period prior to exercise, except under certain
circumstances whereby options may be capable of exercise prior to the expiry of the vesting period.
Annual Report 2012
35
NOTES TO THE FINANCIAL
STATEMENTS
Continued
16.
RELATED PARTIES
FOR THE YEAR ENDED 30 JUNE 2012
Full remuneration details for Directors and Executives are included in the Directors report where the
information has been audited as indicated. During the current financial year there were no other transactions
with Directors or Executives (2011 - $Nil).
Movement in Shares
The aggregate numbers of shares and options of the Company held directly, indirectly or beneficially by
Directors and Executive Officers of the Company or their personally-related entities are as follows:
2011/2012
Mr I Macpherson
Mr P Eaton
Mr I Buchhorn
Mr R Middlemas
Mr A Ford
2010/2011
Mr I Macpherson
Mr P Eaton
Mr I Buchhorn
Mr R Middlemas
Mr A Ford
1 July
2011
12,831,630
1,475,000
8,859,777
1,756,368
-
1 July
2010
-
1,100,000
6,976,064
881,368
-
Ordinary Shares
Purchases Disposals
-
965,241
-
-
-
-
-
-
-
-
Purchases Disposals
12,831,630
375,000
1,883,713
875,000
-
-
-
-
-
-
30 June
2012
13,796,871
1,475,000
8,859,777
1,756,368
-
30 June
2011
12,831,630
1,475,000
8,859,777
1,756,368
-
Unlisted Options
30 June
2012
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
30 June
2011
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
30 June
2011
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
30 June
2010
-
4,000,000
250,000
1,000,000
1,000,000
17.
EXPENDITURE COMMITMENTS
(a) Exploration
The Company has certain obligations to perform minimum exploration work on mineral leases held. These
obligations may vary over time, depending on the Company’s exploration programmes and priorities. As at
balance date, total exploration expenditure commitments on tenements held by the Company have not been
provided for in the financial statements and those which cover the following twelve month period amount to
$354,960 (2011: $1,235,547). These obligations are also subject to variations by farm-out arrangements or
sale of the relevant tenements.
(b) Operating Lease Commitments
Total operating lease expenditure contracted
for at balance date but not provided for in the
financial statements, payable:
Not later than one year
Between one and five years
More than five years
2012
$
2011
$
88,481
81,107
-
79,948
-
-
169,588
79,948
The operating lease relates to the Company’s registered office premises in West Perth. The operating lease
was for a five year period expiring on 31 May 2012, and it has been extended for a two year period to 31 May
2014. The operating lease entitles the Company to renew the term of the lease for a further period of three
years after the expiry of the extension. During the term of the operating lease the rent is reviewed annually on
each successive anniversary date.
(c) Capital Commitments
The Company had no capital commitments at 30 June 2012 (2011 - $Nil).
36
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
18.
SEGMENT INFORMATION
FOR THE YEAR ENDED 30 JUNE 2012
The Company operates predominantly in one segment involved in the mineral exploration and development
industry in Australia.
19.
EARNINGS/ (LOSS) PER SHARE
The following reflects the loss and share
Data used in the calculations of basic
and diluted earnings/ (loss) per share:
Earnings/ (loss) used in calculating basic
and diluted earnings/ (loss) per share
Weighted average number of ordinary
shares used in calculating basic
earnings/ (loss) per share:
Effect of dilutive securities
2012
$
2011
$
(1,688,609)
(1,667,115)
Number of
Shares
2012
Number of
Shares
2011
143,476,629
122,174,361
Share options*
-
-
Adjusted weighted average number
of ordinary shares used in calculating
diluted earnings/ (loss) per share
143,476,629
122,174,361
Basic and Diluted loss per share (cents per share)
1.18 cents
1.36 cents
*Non-dilutive securities
As at balance date, 10,700,000 unlisted options (30 June 2011: 12,100,000) which represent potential ordinary
shares were not dilutive as they would decrease the loss per share.
Annual Report 2012
37
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
2012
$
2011
$
20.
NOTES TO THE STATEMENT OF CASH FLOWS
(a) Cash and Cash Equivalents
Cash at the end of the financial year as shown in
the statement of cash flows is reconciled to the
related items in the balance sheet as follows:
Cash on hand
Cash at bank
Deposits at call
200
200
56,517
20,994
2,427,345
2,739,422
2,484,062
2,760,616
(b) Reconciliation of the loss from ordinary activities after income tax
to the net cash flow used in operating activities
Loss from ordinary activities after income tax
(1,688,609)
(1,667,115)
Non-cash items:
Depreciation
Exploration written-off
Expense of share-based payments
Profit on sale of motor vehicle
Change in operating assets and liabilities:
Decrease (Increase) in prepayments
Decrease (Increase) in receivables
Increase in trade creditors and accruals
19,087
23,118
1,182,973
1,096,620
-
147,150
(5,000)
-
2,002
(731)
57
4,549
21,969
36,256
Increase in employee entitlements
(29,416)
(18,411)
Net cash outflows used in operating activities
(519,637)
(355,864)
(c) Stand-By Credit Facilities
As at 30 June 2012 the Company has a business credit card facility available totalling $20,000 of which $75
(2011 - $11,702) was utilised.
(d) Non Cash Financing and Investing Activities
An amount of 3,000,000 shares were issued to a vendor as part of the consideration to purchase an interest in
a mining project in Indonesia during the year. The deemed issue price was 3 cents per share equating to a
non-cash financing of $90,000. There were no non cash financing or investing activities undertaken in the
previous financial year.
38
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
21.
FINANCIAL INSTRUMENTS
FOR THE YEAR ENDED 30 JUNE 2012
The Company's activities expose it to a variety of financial risks and market risks. The Company's overall risk
management program focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Company.
(a) Interest Rate Risk
The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of changes in market, interest rates and the effective weighted average interest rates on those
financial assets, is as follows:
2012
Note Weighted
Average
Effective
Interest
%
Funds Available Fixed Interest
at a Floating
Interest Rate
Rate
$
$
Assets/
(Liabilities)
Non Interest
Bearing
$
Total
$
Financial Assets
Cash and
cash equivalents
Other receivables
20(a)
6
4.27%
-
Total Financial Assets
Financial Liabilities
Payables
10
-
Total Financial Liabilities
983,862
-
_________
983,862
_________
-
_________
-
_________
1,500,000
-
200
4,161
2,484,062
4,161
1,500,000
4,361
2,488,223
-
-
(58,446)
(58,446)
(58,446)
(58,446)
Net Financial Assets
983,862
1,500,000
(54,085)
2,429,777
2011
Financial Assets
Cash and
cash equivalents
Other receivables
20(a)
6
5.52%
-
Total Financial Assets
Financial Liabilities
Payables
10
-
Total Financial Liabilities
660,564
-
_________
660,564
_________
-
_________
-
_________
2,099,852
-
200
3,430
2,760,616
3,430
2,099,852
3,630
2,764,046
-
-
(59,103)
(59,103)
(59,103)
(59,103)
Net Financial Assets
660,564
2,099,852
(55,473)
2,704,943
(b)
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is
the carrying amount, net of any provisions for doubtful debts, as disclosed in the balance sheet and in the
notes to the financial statements.
The Company does not have any material credit risk exposure to any single debtor or group of debtors, under
financial instruments entered into by it.
Annual Report 2012
39
NOTES TO THE FINANCIAL
STATEMENTS
Continued
FOR THE YEAR ENDED 30 JUNE 2012
21.
FINANCIAL INSTRUMENTS (Continued)
(c) Commodity Price Risk and Liquidity Risk
At the present state of the Company’s operations it has minimal commodity price risk and limited liquidity risk
due to the level of payables and cash reserves held. The Company’s objective is to maintain a balance
between continuity of exploration funding and flexibility through the use of available cash reserves.
(d) Net Fair Values
For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and
financial liabilities are readily traded on organised markets in standardised form. The Company has no financial
assets where the carrying amount exceeds net fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in
the statement of financial position and in the notes to the financial statements.
22.
EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS
Employee Entitlements
The aggregate employee entitlement liability is disclosed in Note 11.
Directors, Officers, Employees and Other Permitted Persons Option Plan
Details of the Company’s Directors, Officers, Employees and Other Permitted Persons Option Plan are disclosed
in Note 15.
Superannuation Commitments
The Company contributes to individual employee accumulation superannuation plans at the statutory rate of
the employees’ wages and salaries, in accordance with statutory requirements, to provide benefits to
employees on retirement, death or disability.
Accordingly no actuarial assessments of the plans are required.
Funds are available for the purposes of the plans to satisfy all benefits that would have been vested under the
plans in the event of:
• Termination of the plans;
• Voluntary termination by all employees of their employment;
• Compulsory termination by the employer of the employment of each employee; and
• During the year employer contributions (including salary sacrifice amounts) to superannuation plans totalled
$64,624 (2011: $66,246).
23.
CONTINGENT LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Company as at
30 June 2012 other than:
Native Title and Aboriginal Heritage
Native Title Claims have been made with respect to areas which include tenements in which the Company has
an interest. The Company is unable to determine the prospects for success or otherwise of the claims and, in
any event, whether or not and to what extent the claims may significantly affect the Company or its projects.
Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage
issues regarding certain areas in which the Company has an interest.
40
Annual Report 2012
NOTES TO THE FINANCIAL
STATEMENTS
Continued
24.
EVENTS SUBSEQUENT TO BALANCE DATE
FOR THE YEAR ENDED 30 JUNE 2012
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.
25.
INTERESTS IN JOINT VENTURES
Interests in Joint Ventures
Rubicon has the following Joint Venture Interests:
Peters Dam Joint Venture (Integra Mining Limited (“Integra”) 51% Rubicon diluting)
The Peters Dam Joint Venture comprises approximately 200km2 of Rubicon tenements in the Southern
Yindarlgooda Project. Integra have earned an initial 51% by spending $1.5 million. Integra manages the joint
venture and is currently sole funding it with Rubicon being diluted. Rubicon can elect to contribute to the
exploration program at six monthly intervals (one off right) to maintain its interest.
Queen Lapage Joint Venture (Integra Mining Limited ("Integra") earning 51% to 70%)
The Queen Lapage Joint Venture comprises approximately 100km2 of Rubicon tenements in the Northern
Yindarlgooda Project. Integra have earned an initial 51% by spending $1.0 million over 3 years and may earn
an additional 19% (at Rubicon’s election) by spending an additional $1.0 million over a further 2 years. Integra
manages the joint venture and sole funds it, with a minimum spend of $335,000 in the first year of operation of
the joint venture.
Mt McLeay Joint Venture Agreement (Brimstone Resources Limited (“Brimstone”) 51% increasing
to 70%)
The Mt McLeay Project covers Rubicon tenements to the northwest of the North Yindarlgooda tenements.
Brimstone has earned an initial 51% by spending $300,000. Brimstone may earn an additional 19% by
expenditure of an additional $500,000 over two years. Brimstone manages and sole funds the joint venture.
Bentley Joint Venture (Kingsgate Consolidated Limited ("Kingsgate") earning 70%)
The Bentley Joint Venture comprises Rubicon tenements (E69/2578 and 2656) at the Warburton Project.
Kingsgate can earn 70% by spending $0.81 million over 5 years. Kingsgate will manage the joint venture and
sole fund it, with a minimum spend of $162,000 in the first year of operation of the joint venture, following
granting of Native Title Access. Two additional tenement applications (in ballot) will be include in the joint
venture if the ballot tenements are granted to Rubicon.
Caesar Hill Joint Venture (Traka Resources Limited ("Traka") earning 70%)
The Caesar Hill Joint Venture comprises Rubicon tenement E69/2253 at the Warburton project. Traka can earn
70% by spending $0.80 million over 5 years. Traka will manage the joint venture and sole fund it, with a
minimum spend of $150,000 in the first year of operation of the joint venture, following granting of Native Title
Access.
The joint ventures are not separate legal entities. They are contractual arrangements between the participants
under the signed JV agreements.
The Joint Ventures do not hold any assets and accordingly the Company’s share of exploration, evaluation and
development expenditure is accounted for in accordance with the policy set out in note 1.
There are no capital commitments or contingent liabilities associated with any of the Company’s Joint Venture
arrangements.
Annual Report 2012
41
DIRECTORS’ DECLARATION
In the opinion of the Directors of Rubicon Resources Limited (“the Company”):
(a)
the financial statements and notes, set out on pages 9 to 28, are in accordance with the Corporations Act 2001,
including:
(i)
(ii)
complying with Accounting Standards in Australia and the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
giving a true and fair view of the financial position of the Company as at 30 June 2012 and of its
performance, as represented by the results of its operations, for the financial year ended on that date.
(b)
there are reasonable grounds to believe that Rubicon Resources Limited will be able to pay its debts as and
when they become due and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Managing Director and the Company Secretary for the financial year ended 30 June 2012.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 6th day of September 2012.
Ian Macpherson
Executive Chairman
42
Annual Report 2012
INDEPENDENT AUDIT
REPORT
Annual Report 2012
43
INDEPENDENT AUDITOR
REPORT
Continued
44
Annual Report 2012
CORPORATE GOVERNANCE
STATEMENT
This Statement summarises the main corporate governance practices in place during the Financial Year, which comply
with the ASX Corporate Governance Council recommendations unless otherwise stated. A copy can be found on the
Company website at www.rubiconresources.com.au
1.
BOARD OF DIRECTORS
1.1
Role of Board and Management - ASX Principle 1
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. In addition the board is responsible for identifying areas of significant business risk and ensuring
arrangements are in place to adequately manage those risks.
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 Statement.
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. Following the resignation of the Managing Director in
November 2011, the Chief Operating Officer Mr Andrew Ford is responsible to the Board for the day-to-day
management of the Company with the support of the Executive Chairman.
The Board has sole responsibility for the following:
• Appointing and removing the Managing Director, the Chief Operating Officer 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.
The Board’s role and the Company’s corporate governance practices are being continually reviewed and improved as the
Company’s business develops.
Annual Report 2012
45
CORPORATE GOVERNANCE
STATEMENT
Continued
1.
BOARD OF DIRECTORS (Continued)
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 Chief Operating Officer 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, with the support of the Executive Chairman. In
carrying out his responsibilities the Chief Operating Officer 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 Chief Operating Officer and implement the running of the general operations
and financial business of the Company, in accordance with the delegated authority of the Board.
During the year the Managing Director left the Company for personal reasons to live overseas, and the role of the
Managing Director has been split between the Executive Chairman and the Chief Operating Officer. The former
Managing Director’s services have been retained as a Non-Executive Director.
1.2
Composition of the Board - ASX Principle 2
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 professional qualifications,
corporate experience, resource industry knowledge and experience, public company management experience, technical
and operational skills required by the Company at this time.
During the year the Company’s board changed with the Managing Director Mr Peter Eaton departing his executive role
and becoming a Non-Executive Director and Mr Ian Macpherson changing from a Non-Executive to an Executive
Chairman. As a consequence, the board comprised one Executive (Executive Chairman) and two Non-Executive
Directors. The Company recognises the importance of Non-Executive Directors and the external perspective and advice
that Non-Executive Directors can off offer.
None of the board meets the independence criteria under the ASX Corporate Governance Council Recommendations 2.1,
as all Directors are either executives, substantial shareholders or have been consultants to the Company within the last
three years. The Board views shareholdings of Directors as important, although this is outside the ASX
Recommendations criteria for independence, as it believes it more correctly aligns the Board with shareholder interests.
In addition the Executive Chairman Ian Macpherson does not meet the ASX Corporate Governance Council
Recommendation 2.2 as his is not an independent director.
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. The existing Directors
provide the necessary diversity of qualifications, skill and experience and bring quality and independent judgement to all
relevant issues.
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 Non-Executive 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.
46
Annual Report 2012
CORPORATE GOVERNANCE
STATEMENT
Continued
1.
BOARD OF DIRECTORS (Continued)
1.3
Responsibilities of the Board - ASX Principle 1
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. 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.
2. 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.
3. 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.
4. Shareholder Liaison - ensuring effective communications with shareholders through an appropriate
communications policy and promoting participation at general meetings of the Company.
5. 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.
6. Company Finances - approving expenses in excess of those approved in the annual budget and approving and
monitoring acquisitions, divestitures and financial and other reporting.
7. Human Resources - appointing, and, where appropriate, removing the Managing Director or Chief Operating
Officer as well as reviewing the performance of the Managing Director or Chief Operating Officer and
monitoring the performance of senior management in their implementation of the Company’s strategy.
8. 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.
9. Delegation of Authority - delegating appropriate powers to the Managing Director or Chief Operating Officer 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.
1.4
Board Policies – ASX Principle 3
1.4.1 Conflicts of Interest
Directors must:
• 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.
Annual Report 2012
47
CORPORATE GOVERNANCE
STATEMENT
Continued
1.
BOARD OF DIRECTORS (Continued)
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:
•
•
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:
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 (e.g. 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.
1.4.7 Attestations by Executive Chairman and Company Secretary
In accordance with the Board’s policy, the Executive Chairman or the Managing Director and the Company
Secretary/Chief Financial Officer made the attestations recommended by the ASX Corporate Governance Council 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 committee’s will be
reviewed by the Board and implemented if appropriate.
48
Annual Report 2012
CORPORATE GOVERNANCE
STATEMENT
Continued
2.
BOARD COMMITTEES (Continued)
2.1
Audit Committee - ASX Principle 4
The Company does not have an audit committee. While this is a departure from ASX Corporate Governance Council
Recommendations 4.1 and 4.2, it provides a more efficient mechanism based on the size of the Board and the
complexity of the Company.
In the absence of an audit committee, the Board sets aside time at two Board meetings during the year to meet with
the auditors and 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 - ASX Principle 8
The Company does not have a remuneration committee. While this is a departure from ASX Corporate Governance
Council Recommendation 8.1, it provides a more efficient mechanism based on the size and complexity of the Company.
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 and Chief Operating Officer, 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 and Chief Operating Officer’s
performance, including, setting with the Managing Director or Chief Operating Officer 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 - ASX Principle 2
The Company does not have a nomination committee. While this is a departure from ASX Corporate Governance
Council Recommendation 2.4, it provides a more efficient mechanism based on the size and complexity of the Company.
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 or Chief
Operating Officer and his direct reports, and evaluates the Board’s performance and makes recommendations for the
appointment and removal of Directors.
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:
• accounting and financial management;
•
• Managing Director or Chief Operating Officer – appropriate business experience.
legal skills; and
Annual Report 2012
49
CORPORATE GOVERNANCE
STATEMENT
Continued
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 - ASX Principle 3
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:
• 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; and
• 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.
3.2
Code of Ethics and Conduct - ASX Principle 3
The Company has implemented a Code of Ethics and Conduct, which provides guidelines aimed at maintaining high
ethical standards, corporate behavior and accountability within the Company.
All Directors and employees are expected to:
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.
50
Annual Report 2012
CORPORATE GOVERNANCE
STATEMENT
Continued
3.
ETHICAL STANDARDS (Continued)
3.2
Code of Ethics and Conduct - ASX Principle 3 (Continued)
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:
•
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:
•
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.
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.
Annual Report 2012
51
CORPORATE GOVERNANCE
STATEMENT
Continued
4.
DISCLOSURE OF INFORMATION
4.1
Continuous Disclosure to ASX - ASX Principle 5
The continuous disclosure policy requires all Executives and Directors to inform the Executive Chairman and the Chief
Operating Officer 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.
vii.
viii.
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;
It would harm the Company’s potential application or possible patent application; or
The information is scientific data that release of which may benefit the Company’s potential
competitors.
The Executive Chairman 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 - ASX Principle 6
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:
• Announcements lodged with ASX;
• ASX Quarterly Reports;
• Half Yearly Report and Annual Report; 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.
4.3
Diversity Policy - ASX Principle 3
The Company has implemented a Diversity Policy which is committed to an inclusive workplace that embraces and
promotes diversity. Diversity may result from a range of factors including gender, age ethnicity and cultural
backgrounds.
All Directors and employees are expected to:
• Ensure diversity is incorporated into behaviours and practises of the Company;
• Facilitate equal employment opportunities based on job requirements;
• Value and maintain professionalism;
• Create an inclusive workplace culture.
52
Annual Report 2012
CORPORATE GOVERNANCE
STATEMENT
Continued
4.
DISCLOSURE OF INFORMATION (Continued)
4.3
Diversity Policy - ASX Principle 3 (Continued)
The Board has not established measurable objectives for achieving gender diversity at this stage of the Company’s
development due to the size and nature of the Company’s activities. The Policy focusses on identifying and removing
any barriers to diversity to create a workplace culture of inclusion and equal opportunities. The proportion of women
employees in the whole organisation is 25%, women in senior executive positions 0% and women on the board 0%.
5.
RISK MANAGEMENT
5.1
Identification of Risk - ASX Principle 7
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 Chief
Operating Officer supported by the Executive Chairman 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 or Chief Operating Officer each year. The main operational risks have been identified as retaining
quality staff, commodity prices and exchange rate fluctuations and 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 - ASX Principle 7
The Company’s Executive Chairman and Company Secretary report in writing to the Board that:
•
•
•
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
Audit and Role of Auditor - ASX Principle 6
The Company’s internal preparation of the Half Yearly audit review and the Financial Year audit includes preparing the
Financial Statements and accompanying explanatory notes, conducting a series of routine reviews and financial tests
and reviewing the carrying value of all assets. The Company 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.
Rubicon provides updates on the changes in its circumstances as and when they occur by continuous disclosure in
compliance with the ASX Listing Rules, press releases, investor presentations and making all announcements and
corporate information available on the Company’s web site.
6.
PERFORMANCE REVIEW - ASX Principle 8
The Board has adopted a self-evaluation process to measure its own performance during each financial year. This
process includes 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:
• 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.
Annual Report 2012
53
ASX ADDITIONAL
INFORMATION
SUB-PROJECT
TENEMENT
ID
NATURE
OF
INTEREST
DATE
GRANTED
SUB-PROJECT
TENEMENT
ID
NATURE
OF
INTEREST
DATE
GRANTED
Yindarlgooda Project
Yindarlgooda Project (Continued)
Yindarlgooda
E25/00355
Taurus
E25/00392
Mt Monger
E25/00422
Yindarlgooda
E25/00456
Yindarlgooda
E27/00425
Yindarlgooda
E27/00430
Yindarlgooda
E27/00431
Yindarlgooda
E27/00443
Yindarlgooda
E27/00449
Yindarlgooda
E27/00454
Yindarlgooda
E27/00456
Yindarlgooda
P25/01992
Yindarlgooda
P27/01949
Peter Dam JV
E26/00153
Peter Dam JV
E26/00154
Peter Dam JV
E15/00869
Peter Dam JV
E25/00307
Peter Dam JV
E25/00376
Peter Dam JV
E25/00390
Peter Dam JV
E25/00391
Peter Dam JV
E25/00433
Peter Dam JV
E25/00434
Peter Dam JV
E25/00475
Peter Dam JV
P25/02185
Peter Dam JV
P25/02186
Peter Dam JV
P25/02187
Peter Dam JV
P25/02188
Peter Dam JV
P26/03813
Peter Dam JV
P26/03814
Peter Dam JV
P26/03815
Peter Dam JV
P26/03816
Peter Dam JV
P26/03817
Peter Dam JV
P26/03818
Peter Dam JV
P26/03819
Peter Dam JV
P26/03820
Peter Dam JV
P26/03821
1
1
1
1
1
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
10-Nov-2009
29-Dec-2009
24-May-2010
8-Jun-2011
8-Sep-2010
25-Jan-2011
Pending
04-Jul-11
Pending
Pending
Pending
28-Jan-2009
22-Sep-2008
6-May-2011
6-May-2011
21-Dec-2005
21-Jun-2005
30-Jan-2009
10-Nov-2009
10-Nov-2009
22-Nov-2010
22-Nov-2010
Pending
04-Jul-2011
04-Jul-2011
04-Jul-2011
04-Jul-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
Peter Dam JV
P26/03822
Peter Dam JV
P26/03823
Peter Dam JV
P26/03824
Peter Dam JV
E25/00319
Peter Dam JV
E25/00379
Mt McLeay JV
P27/01711
Mt McLeay JV
P27/01748
Mt McLeay JV
P27/01749
Mt McLeay JV
P2701990
Mt McLeay JV
P27/01954
Mt McLeay JV
P27/01979
Mt McLeay JV
P27/02006
Queen Lapage JV
E25/00455
Queen Lapage JV
E27/00426
Queen Lapage JV
E25/00273
Queen Lapage JV
E25/00326
Queen Lapage JV
E27/00291
Celia Project
Laverton Tectonic
E38/02304
Laverton Tectonic
E38/02491
Kookynie
Kookynie
Jeedamya Project
E40/00195
E40/00293
Warburton Project
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
1
1
1
1
Caesar Hill JV
E69/02253
Bentley JV
E69/02578
Bentley JV
E69/02656
Bentley JV
E69/02885
Bentley JV
E69/02886
2b
2b
2b
2b
2a
Canobie Project
15-Jun-2011
15-Jun-2011
15-Jun-2011
21-Feb-2006
22-Dec-2009
28-May-2008
28-May-2008
28-May-2008
11-Dec-2009
19-Feb-2009
29-Oct-2009
29-Jun-2010
25-Mar-2011
8-Sep-2010
23-Mar-2006
1-Nov-2006
28-Apr-2006
26-Mar-2010
19-Dec-2011
20-Apr-2006
4-May-2011
19-Jul-07
Pending
3-Nov-2010
13-Jun-2012
Pending
Canobie JV
EPM177767
2b
Pending
Errolls Project
Errolls Project
E57/00837
1
31-Aug-2011
Wallareenya Project
Wallareenya
E45/03809
Wallareenya
E45/03833
2a
1
Pending
2-Mar-2012
Tenement schedule current as of 30th September 2012
1. Tenements 100% owned by Rubicon Resources Limited
2. Tenements 49% owned by Rubicon Resources Limited, subject to joint venture
2a. Tenements 100% owned by Rubicon Resources Limited, subject to joint venture - contested application
2b Tenements 100% owned by Rubicon Resources Limited, subject to joint venture
54
Annual Report 2012
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 18th
October 2012.
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
105
77
55
466
226
929
Number of
Shares
21,095
183,952
432,255
22,517,049
122,150,147
145,304,498
There were 322 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
Issued Ordinary Shares
I Macpherson & Associates
IJ Buchhorn and related entities
C.
Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Number of
Shares
13,796,871
8,859,777
Percentage of
Shares
9.49%
6.10%
Shareholder Name
Listed Ordinary Shares
FATS PL (MACIB Super A/C)
FATS PL (MACIB FAM A/C)
Kurana Pty Ltd (Buchhorn Unit Fund)
CVRD Australia EA Pty Ltd
VALE Aust EA PL
Barker, Bruce G & WA (Barker Retmnt Fund)
PIAT Corp PL
Masen Properties Pty Ltd
Prince, Raymond John (RJ Prince Retire)
Hazurn PL (Buchhorn S/F A/C)
Sinclair, MG & AC (M&A Sinclair S/F)
Kavalex PL
Citicorp Nom PL
Eaton, Peter Charles & Teresa (Eaton S/F A/C)
Dupuy, Oliver R & JE (Enerjee S/F A/C)
Hopetoun Nom PL
Clark, John CH & RK
Kumar, Asok & Renu (Asok Kumar Fam S/F)
PASO Holdings PL
HSBC Custody Nom Aust Ltd
Number
7,500,000
6,296,871
5,062,537
4,000,000
2,423,995
2,405,753
2,250,000
2,010,000
2,000,000
1,855,906
1,521,240
1,500,000
1,476,136
1,475,000
1,475,000
1,438,485
1,405,054
1,385,620
1,148,626
1,133,579
Percentage Quoted
5.16%
4.33%
3.48%
2.75%
1.67%
1.66%
1.55%
1.38%
1.38%
1.28%
1.05%
1.03%
1.02%
1.02%
1.02%
0.99%
0.97%
0.95%
0.79%
0.78%
____________
__________
49,763,802
____________
34.26%
__________
D.
Unquoted Options
Options
Number of Options
Unlisted options exercisable at 14 cents each by 13 January 2014
Unlisted options exercisable at 10 cents each by 31 October 2014
Unlisted options exercisable at 15 cents each by 31 October 2014
Unlisted options exercisable at 20 cents each by 31 October 2014
E.
Voting Rights
2,200,000
6,000,000
1,500,000
1,000,000
10,700,000
___________
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.
Annual Report 2012
55
www.rubiconresources.com.au
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
56
Annual Report 2012