ANNUAL REPORT 2014
ABN 38 115 857 988
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 Operating Officer
Sam Middlemas
Principal
Registered
Office
Level 1, 37 Ord 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
Website: www.rubiconresources.com.au
Auditor
Butler Settineri (Audit) Pty Limited
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
Review of Operations
Financial Report
Directors’ Report
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cashflows
Notes to Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance Statement
ASX Additional Information
1
2
7
8
15
16
17
18
19
20
37
38
40
49
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 2014.
As discussed in last year’s report, the difficulties facing the junior resources sector have remained and in fact
continued to deepen in 2014. Whilst we maintained an ongoing and active project review and research process in an
effort to generate new projects, as referred to below, these efforts were constrained by the declining investment
climate and our restricted working capital position.
The focus on cost reduction has seen the Board and senior management accept a significant reduction in
remuneration and staff levels reduced to a minimum for ongoing technical reviews. Further significant cost savings
were made through Rubicon relocating to a smaller, shared office arrangement.
Our Australian assets have been maintained by our joint venture partners through exploration activities by our joint
venture partners. On-ground exploration was limited by our partners this year, however, due to continued market
pressure on producers to reduce costs, and for explorers to retain capital.
Our move to acquire high quality exploration projects in Turkey proved difficult with several decisions from the Turkish
Government impacting on access to exploration tenure, licence transfers and permits for drilling. Whilst we were
confident that these issues would be resolved in the medium term, given the Company’s financial position it was
decided to discontinue our operations in Turkey.
On a brighter note, in September 2014 we announced an exciting opportunity to participate in the rapidly growing
resource sector in Mozambique, south eastern Africa. Rubicon has established a strategic relationship with privately
owned PacMoz Group (“PacMoz”) that we anticipate will provide access to quality resource assets coupled with the
opportunity to participate in the development of a cash flow generating project services and logistics business. We
are confident that the development of this relationship will provide us with new opportunities to achieve a re-rating in
the market.
I look forward to outlining additional details of the Mozambique strategy going forward at the upcoming AGM, and in
closing, wish to again thank our staff for their continued efforts and you our shareholders for your support.
Ian Macpherson
Annual Report 2014
1
REVIEW OF
OPERATIONS
OPERATIONAL OVERVIEW
Rubicon's goal is to create shareholder returns through the successful acquisition and development of mineral
exploration projects that we believe have the capacity to become profitable mining operations. Rubicon’s exploration
activities during the year included active exploration on the Balya West project in Turkey and ongoing activities by joint
venture partners on our Australian projects. Rubicon believes that its joint venture properties in Australia, all being sole
funded by high quality partners, have significant exploration merit.
In the past year Rubicon has also focussed its activities on pursuing more advanced projects, and has reviewed many
opportunities, principally for gold and base metals.
Rubicon controls some 1,000km² of prospective tenements in Western Australia and 245km2 in Queensland (Figure 1).
BALYA WEST PROJECT, TURKEY
In June 2013, Rubicon signed a Memorandum of Understanding (MOU) for the purchase of the Balya West exploration
licence in Western Turkey. Previous exploration by a significant private Turkish company has identified gold anomalism
and alteration of a style usually associated with high sulphidation epithermal gold systems.
Exploration commenced in June 2013 and comprised geological mapping, an Induced Polarisation (IP) geophysical
survey, soil sampling, rock chip sampling and alteration mapping. In December 2013, following a thorough review of the
results to date, the Balya West Option was not exercised due to the project failing to meet our exploration hurdles which
downgraded the potential for economic gold mineralisation. As a result, payment of the US$185,000 Option exercise fee
to acquire the licence could not be justified.
In addition, a decision by the Turkish Government to freeze licence transfers in September 2013 coupled with delays in
granting permission for trenching/drilling within forestry land and the inability to acquire new licences also had an impact
on our Turkish activities. Following continued delays a decision was made in early 2014 to not progress further
acquisition activities in Turkey.
Figure 1 - Rubicon Australian Project Locations
2
Annual Report 2014
REVIEW OF
OPERATIONS
Continued
AUSTRALIAN JOINT VENTURE INTERESTS
Rubicon retains interests in the Peters Dam, Queen Lapage and Mt McLeay Joint Ventures at the Yindarlgooda Project
located east of Kalgoorlie in Western Australia, and the Canobie Joint Venture in the Mt Isa district of Queensland.
Yindarlgooda Project
The Yindarlgooda Project comprises approximately 625km2 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 Silver Lake Resources Limited (Silver Lake) and the Mt McLeay Joint Venture with Brimstone
Resources Limited (Brimstone). Rubicon also retains a large tenement holding in the area in its own right.
Peters Dam Joint Venture (Silver Lake Resources Limited 67% (Rubicon diluting))
In July 2009, Rubicon entered into the Peters Dam Joint Venture with Silver Lake (then Integra Mining Limited); on
tenements adjacent to Silver Lake’s Salt Creek gold deposit (Figure 2). Following the initial expenditure of $1.5 million,
Silver Lake has earned its 51% interest in the project. Rubicon has elected not to contribute to exploration programs to
date and its interest is being diluted under the terms of the joint venture agreement. Rubicon can elect to re-commence
contributions to the joint venture on a six monthly basis.
No drilling or sampling work was conducted by Silver Lake during the reporting period due to a reduction in its
exploration budget.
Figure 2 - Yindarlgooda Project – Tenements, Geology & Prospects
Annual Report 2014
3
REVIEW OF
OPERATIONS
Continued
Queen Lapage Joint Venture (Silver Lake Resources Limited 59% (Rubicon diluting))
The Queen Lapage Joint Venture (QLJV) with Silver Lake covers five tenements of approximately 112km2 located to the
north of the Peters Dam Joint Venture (Figure 2).
Under the terms of the Agreement, Silver Lake has earned an initial 51% interest in the tenements through the
expenditure of $1.0 million. 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 chosen not to contribute to the
exploration programs so far proposed and its interest has been diluted accordingly.
The QLJV tenure encompasses the QE1 gold deposit previously explored by Rubicon, 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 reverse circulation (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.
The Jammie Dodger prospect was identified in 2012 where RC holes returned 4m @ 1.41g/t gold and 4m @ 2.93g/t
gold. Planned aircore and RC drilling over the Jammie Dodger prospect was not completed due to a reduction in Silver
Lake’s exploration budget.
Mt McLeay Joint Venture (Brimstone Resources Limited 51%)
Brimstone Resources Limited has earned a 51% interest in the Mt McLeay Joint Venture through the expenditure of
$300,000. Brimstone has defined several anomalies considered to be potential drilling targets from a mapping program
conducted in 2013 and plans to test them with drilling.
WARBURTON PROJECT
The Warburton Project lies within the western Musgrave Province (Figure 3). The project has potential for magmatic
nickel-copper (Babel/Nebo, Succoth, Voisey’s Bay style) and felsic-related gold mineralisation (nearby Handpump
prospect style). In 2014 the area was subject to the Caesar Hill Joint Venture with Traka Resources Limited (Traka) and
the Bentley Joint Venture with Caravel Minerals Limited (Caravel). Following the withdrawal of Caravel from the Bentley
Joint Venture (October 2013) all tenements that comprised the Bentley Joint Venture were surrendered. In August
2014, Traka announced their withdrawal from the Caesar Hill Joint Venture.
Figure 3 - Warburton Project Location, Tenements, Geology & Targets -Superceded
4
Annual Report 2014
REVIEW OF
OPERATIONS
Continued
Caesar Hill Joint Venture
From July 2013 until August 2014 Traka operated the Caesar Hill Joint Venture over E69/2253. The Caesar Hill
tenement is semi-contiguous with Traka's Jameson prospect to the north, where Traka is testing outcropping titaniferous
magnetite rocks, containing titanium, vanadium and precious metals (gold, platinum and palladium).
In July 2013, Traka entered into a joint venture with Western Areas Limited (Western Areas) over several tenements
including Caesar Hill, where Western Areas would be operator and had the right to earn up to 70% of Traka’s equity.
Rubicon maintains its existing 30% equity rights under the Western Areas Assignment.
Traka completed a ground moving loop electromagnetic (MLEM) survey over the high priority targets (Figure 3) identified
by Rubicon's previous airborne Versatile Time Domain Electromagnetic survey.
Western Areas drilled three RC holes at the Samaria prospect in the northern part of E69/2253 to test high priority
(MLEM) conductors Drill holes (WMRC0001, 0002 and 0008 – Figure 3). Despite these holes encountering favourable
geology, they failed to explain the source of the EM anomalism.
The drilling was followed-up with down-hole electromagnetic and Fixed Loop Electromagnetic surveys in the Samaria
area to further define the original surface anomaly, test the effectiveness of the drilling and to better constrain the
geophysical modelling. Despite all drill holes encountering favourable geology and confirming the presence of intrusive
gabbro and troctolitic lithologies, the drilling failed to intersect, massive nickel and copper sulphide mineralisation.
In August 2014 Traka advised that Western Areas did not wish to conduct additional exploration on the Caesar Hill
tenement and Traka subsequently withdrew from the Caesar Hill Joint Venture.
Bentley Joint Venture
Caravel Minerals Limited (Caravel) withdrew from the Bentley Joint Venture in October 2013 and all tenements were
subsequently surrendered by Rubicon to reduce the significant holding costs.
CANOBIE JOINT VENTURE (Exco Resources Limited earning 70%)
In March 2012, Rubicon entered into an option agreement with Exco Resources Limited (Exco) (subsequently taken
over by Washington H Soul Pattinson and Company Limited in 2012) over the 245km² Canobie tenement EPM17767,
located between Exco’s Hazel Creek and Cloncurry Projects some 60 kilometres north of Cloncurry in northwest
Queensland (Figure 4). In May 2013 Exco met its $100,000 required minimum expenditure commitment and exercised
its option to spend an additional $900,00 over three years to earn 70% equity in the project.
The EPM covers Mt Isa Block Eastern Succession Proterozoic stratigraphy that is considered prospective for various
styles of base metal mineralisation, including Ernest Henry style iron oxide copper gold (IOCG) and Broken Hill type
(BHT) silver lead zinc mineralisation. The EPM falls within a major NNE striking structural corridor with the majority of
the tenement masked by a thin veneer of younger sediments.
In June 2013, a 20 hole RC drill programme consisting of three fences of holes for a total of 921m was completed to
follow up mineralisation intersected in EHRC504 drilled in November 2012 (52m @ 0.1% copper, including 1m @ 1.6%
copper). From the new drilling, EHRC526 (located at the end of the most southerly drill line recorded the best
intersection of the programme, with 6m @ 0.46% copper.
A thorough review of all available data sets (geology, geophysics) was conducted and six new exploration targets were
identified.
Two traverses of Mobile Metal Ion (MMI) soil sampling were conducted over each new target, with 263 samples
collected at 50m intervals. The samples were sent to SGS Laboratories in Perth for the MMI analysis and pending.
Annual Report 2014
5
REVIEW OF
OPERATIONS
Continued
Figure 4 - Location of Canobie Tenement, Queensland
OTHER PROJECTS
Compilation of previously reported drilling results at Jeedamya was completed and joint venture partners are being
sought.
Competent Persons Statement
The information in this report that relates to Exploration is based on information compiled by Andrew Ford who is a Member of the
Australasian Institute of Mining and Metallurgy. Andrew Ford is a full time employee of Rubicon Resources Limited and has sufficient
experience that is relevant to the style of mineralization and type of deposit under consideration, and to the exploration activity that is
being undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves”. Andrew Ford has consented to the inclusion in this report of the matters
based on his information in the form and context that it appears.
This information relating to the Yindarlgooda and Canobie project was prepared and first disclosed under the JORC Code 2004. It has
not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was
last reported.
6
Annual Report 2014
FINANCIAL REPORT FOR
THE YEAR ENDED
30 JUNE 2014
DIRECTORS’ REPORT
The Directors present their report on Rubicon Resources Limited and the entity it controlled at the end of and during the
year ended 30 June 2014.
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 over thirty years experience in the provision of financial and corporate
advisory services. Mr Macpherson was formerly a partner at Arthur Anderson & Co managing a specialist practice
providing corporate and financial advice to the mining and mineral exploration industry.
In 1990, Mr Macpherson established Ord Partners (later to become Ord Nexia) and has specialised in the area of
corporate advice with particular emphasis on capital structuring, equity and debt raising, corporate affairs and Stock
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 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 entities and is currently Deputy Chairman of
Avita Medical Limited (5 March 2008 to present) and a Non-executive Director of Red 5 Limited (15 April 2014 to
present).
Former Directorships: Non-Executive Chairman of Kimberly Rare Earth Limited (2 December 2010 to 29 November
2012), Non-Executive Director of Navigator Resources Limited (1 July 2003 to 14 January 2013) and Nimrodel
Resources Limited (17 July 2007 to 2 August 2011).
Mr Macpherson is a Member of the Institute of Chartered Accountants in Australia, the Australian Institute of Company
Directors 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 returned to that role in
October 2012 after a period 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 has been a Director of Heron Resources
Limited (17 February 1995 to present) and Golden Cross Resources Limited (3 March 2014 to present).
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 Exploration Manager for the Sampoerna Strategic group focussed on exploration in Indonesia.
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 Managing Director.
8
Annual Report 2014
DIRECTORS’ REPORT
Continued
Andrew Ford – B.Sc., MAusIMM
Chief Operating Officer
Appointed 23 November 2009
Mr Ford is a geologist with over 20 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, USA and Turkey 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 Consolidated Entity during the financial year consisted of mineral exploration and
development both overseas and 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 Consolidated Entity recorded an operating loss after income tax for the Year ended 30 June 2014 of $2,004,349
compared to an operating loss after income tax of $1,824,278 for the Year ended 30 June 2013.
Rubicon is a mineral exploration Consolidated Entity, currently focussed on gold and copper exploration in Western
Australia and Queensland. In Western Australia it continues to hold some 1,000km² 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 have the capacity to
successfully develop into a profitable cashflow business.
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.
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 Silver Lake Resources Limited (two) and Brimstone
Resources Limited earning an interest in Rubicon tenure.
the Canobie project in Northwest Queensland where Exco Resources Limited is earning an interest in Rubicon
Tenure.
Annual Report 2014
9
DIRECTORS’ REPORT
Continued
CORPORATE AND FINANCIAL POSITION
As at 30 June 2014 the Consolidated Entity had cash reserves of $0.21 million (2013 - $1.13 million).
RISK MANAGEMENT
The Board is responsible for the oversight of the Consolidated Entity’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 equivalent) having ultimate responsibility to the Board for the risk management and control framework.
Areas of significant business risk to the Consolidated Entity are highlighted in the Business Plan presented to the Board
by the Managing Director (or equivalent) 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 Consolidated Entity.
EARNINGS/LOSS PER SHARE
Basic loss per share
Diluted loss per share
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
2014
Cents
(1.24)
(1.24)
2013
Cents
(1.26)
(1.26)
In the opinion of the Directors there were no significant changes in the state of affairs of the Consolidated Entity 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 11,000,000 unlisted options over unissued
ordinary shares granted to the following Directors and staff. On 13 January 2014, 2,200,000 unlisted options exercisable
at 14 cents lapsed. All options were issued for Nil consideration:
Issued To
Ian Macpherson
Andrew Ford
Other Staff
Number of
Options
Granted
5,000,000
3,000,000
3,000,000
Exercise
Price
2 cents each
2 cents each
2 cents each
Value per
Option at
Grant Date
0.54 cents
0.72 cents
0.72 cents
Value of
Options
Granted
$27,050
$21,632
$21,632
Expiry Date
30 June 2017
30 June 2017
30 June 2017
Since 30 June 2014 and up until the date of this report there have been no further options issued.
As at the date of this report unissued ordinary shares of the Company under option are:
Number of Options on Issue
11,000,000
6,000,000
1,500,000
1,000,000
Exercise Price
2 cents each
10 cents each
15 cents each
20 cents each
Expiry Date
30 June 2017
31 October 2014
31 October 2014
31 October 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.
10
Annual Report 2014
DIRECTORS’ REPORT
Continued
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 Consolidated Entity to affect substantially the operations of the Consolidated
Entity, the results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years
except for the following:
- A share placement of 27 million shares at 0.5 cents per share was made on 28 August 2014 to raise $135,000
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Consolidated Entity 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 Consolidated Entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Entity 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 Consolidated Entity’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 Consolidated Entity 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
17,542,389
14,859,777
1,475,000
7,500,000
2,000,000
4,000,000
DIRECTORS’ MEETINGS
The number of meetings of the Consolidated Entity’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
Board of Directors’ Meetings
Meetings held Meetings attended
I Macpherson
I Buchhorn
P Eaton
6
6
6
6
6
5
Annual Report 2014
11
DIRECTORS’ REPORT
Continued
RENUMERATION REPORT
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 Consolidated Entity and executive
officers of the Consolidated Entity during the year.
Overview of Remuneration Policy
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and
the executive team. The broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s
duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the
highest quality. The Board believes that the best way to achieve this objective is to provide the Managing Director (or
equivalent) 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 Consolidated Entity and the activities
which it undertakes and is appropriate in aligning Director and executive objectives with shareholder and business
objectives.
The remuneration policy in regard to setting the terms and conditions for the Managing Director (or equivalent) 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 Consolidated Entity 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 Consolidated Entity’s Non-Executive Directors is disclosed below. Remuneration fees for Non-
Executive Directors are not linked to the performance of the Consolidated Entity. However, to align Directors’ interests
with shareholder interests, the Directors are encouraged to hold shares in the Consolidated Entity and have all received
options.
Senior Executives and Management
The Consolidated Entity aims to reward executives with a level of remuneration commensurate with their position and
responsibilities within the Consolidated Entity so as to:
●
●
●
reward executives for Consolidated Entity and individual performance against targets set by reference
to appropriate benchmarks;
reward executives in line with the strategic goals and performance of the Consolidated Entity; and
ensure that total remuneration is competitive by market standards.
Following the resignation of Mr Peter Eaton as Managing Director, this role has been jointly run by Mr Ian Macpherson
(Executive Chairman) and Mr Andrew Ford (Chief Operating Officer).
Structure
Remuneration consists of the following key elements:
●
●
fixed remuneration; and
issuance of unlisted options
12
Annual Report 2014
DIRECTORS’ REPORT
Continued
RENUMERATION REPORT (Continued)
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 equivalent) are based on the
recommendation of the Managing Director (or equivalent), subject to the approval of the Board in the annual budget
setting process.
Service Agreement
Mr Andrew Ford was appointed Chief Operating Officer from 11 November 2011 and is employed under a standard
contract of employment requiring one month notice period.
Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of Rubicon
Resources Limited paid/accrued during the year are as follows:
2013/2014
Directors
I Macpherson – Executive Chairman (i)
P Eaton – Non-Executive (ii)
I Buchhorn – Non-Executive
Executives
S Middlemas - Company Secretary (iii)
A Ford – Chief Operating Officer
2012/2013
Directors
I Macpherson – Executive Chairman (i)
P Eaton – Non-Executive (ii)
I Buchhorn – Non-Executive
Executives
S Middlemas - Company Secretary (iii)
A Ford – Chief Operating Officer
Primary
Post-Employment
Equity
Compensation
Base
Salary/Fees
$
Motor
Vehicle/Bonus
$
Superannuation
Contributions
$
Options
Total
$
$
110,544
35,000
43,750
46,120
184,625
119,633
38,097
50,000
46,120
211,000
-
-
-
-
-
-
-
-
-
-
4,984
3,237
-
-
17,078
6,709
3,600
-
-
18,990
27,050
-
-
-
21,633
-
-
-
-
-
142,578
38,237
43,750
46,120
223,336
126,342
41,697
50,000
46,120
229,990
(i)
Mr Macpherson was appointed Executive Chairman from 1 December 2011 when he has taken on additional executive duties which are
compensated by a consultancy arrangement at $5,000 per month.
(ii) Mr Eaton resigned from his position as Managing Director on 11 November 2011 – he remains on the board as a Non-Executive Director from that
date.
(iii) All fees for providing Company Secretarial services were paid to Sparkling Investments Pty Limited.
(iv) Mr Ford was appointed Exploration Manager on 23 November 2009, and appointed Chief Operating Officer (COO) on 1 December 2011.
Other than the Directors and executive officers disclosed above there were no other executive officers who received
emoluments during the financial year ended 30 June 2014.
INDEMNIFYING OFFICERS AND AUDITOR
During the year the Company paid an insurance premium to insure certain officers of the Consolidated Entity. The
officers of the Consolidated Entity covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in
defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the
officers in their capacity as officers of the Consolidated Entity. The insurance policy does not contain details of the
premium paid in respect of individual officers of the Consolidated Entity. Disclosure of the nature of the liability cover
and the amount of the premium is subject to a confidentiality clause under the insurance policy.
The Consolidated Entity has not provided any insurance for an auditor of the Consolidated Entity.
Annual Report 2014
13
DIRECTORS’ REPORT
Continued
RENUMERATION REPORT (Continued)
Share-based compensation
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as
follows:
Ian Macpherson
Granted
Date of
Grant
Number
5,000,000 20 Nov 2013 20 Nov 2013
Terms & Conditions for each Grant
Exercise
Price ($)
0.02
Option
Value ($)
0.0054
Date of
Vesting
Andrew Ford
3,000,000 10 Sep 2013 10 Sep 2013
0.0072
Other Staff
3,000,000 10 Sep 2013 10 Sep 2013
0.0072
0.02
0.02
Expiry Date
30 Jun
2017
30 Jun
2017
30 Jun
2017
There were no amounts payable on the issue of the options, and there are no performance conditions attached. 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.
AUDITORS’ INDEPENDENCE DECLARATION
Section 370C of the Corporations Act 2001 requires the Consolidated Entity’s auditors Butler Settineri (Audit) Pty
Limited, to provide the Directors of the Consolidated Entity 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 CONSOLIDATED ENTITY
No person has applied for leave of Court to bring proceedings on behalf of the Consolidated Entity or intervene in any
proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the
Consolidated Entity for all or any part of those proceedings. The Consolidated Entity 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
Consolidated Entity support and have adhered to the principles of corporate governance. The Consolidated Entity’s
corporate governance statement is contained in this Annual Report.
DATED at Perth this 17th day of September 2014
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
14
Annual Report 2014
AUDITOR’S INDEPENDENCE
DECLARATION
Annual Report 2014
15
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOMEed
For the year ended 30 June 2014
THE CONSOLIDATED ENTITY
NOTES
2014
$
2013
$
Other income
2
12,184
74,648
Employee expenses
Non-Executive Directors’ fees
Insurance expenses
Consolidated Entity Secretarial fees
Corporate expenses
Depreciation
Rent
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 Consolidated
Entity
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
14
20
20
330,273
197,515
19,348
46,120
50,640
5,235
109,074
(331,033)
70,316
1,432,417
86,628
2,004,349
-
453,127
218,037
18,039
46,120
37,722
6,281
108,699
(425,568)
-
1,297,996
138,473
1,824,278
-
2,004,349
1,824,278
-
-
2,004,349
1,824,278
(1.24) cents
(1.26) cents
(1.24) cents
(1.26) cents
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the Consolidated
Entity accompanying notes.
16
Annual Report 2014
CONSOLIDATED STATEMENT
OF FINANCIAL POSITIONd
As at 30 June 2014
NOTES
2014
$
2013
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment and motor vehicles
Investments
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
21(a)
6
7
8
9
10
11
12
13(a)
15
14
205,915
2,220
13,517
221,652
17,808
-
904,200
922,008
1,143,660
32,521
482
33,003
33,003
1,134,686
2,943
14,859
1,152,488
23,043
-
1,676,337
1,699,380
2,851,868
47,943
12,735
60,678
60,678
1,110,657
2,791,190
15,085,096
14,831,596
656,956
586,640
(14,631,395)
(12,627,046)
1,110,657
2,791,190
The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Entity’s
accompanying notes.
Annual Report 2014
17
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITYC
For the year ended 30 June 2014
NOTES
Contributed
Equity
Share Based
Payment
Reserve
Losses
Total
BALANCE AT 1 JULY 2012
14,831,596
586,640
(10,802,768)
4,615,468
TOTAL COMPREHENSIVE INCOME
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Shares issued during the year
BALANCE AT 30 JUNE 2013
TOTAL COMPREHENSIVE INCOME
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
-
-
-
-
(1,824,278)
(1,824,278)
-
-
14,831,596
586,640
(12,627,046)
2,791,190
Shares issued during the year
13(b)
253,500
-
Directors and Employees options
BALANCE AT 30 JUNE 2014
-
70,316
15,085,096
656,956
(14,631,395)
1,110,657
(2,004,349)
(2,004,349)
-
-
253,500
70,316
The above Consolidated statement of changes in equity should be read in conjunction with the Consolidated Entity’s
accompanying notes.
18
Annual Report 2014
CONSOLIDATED STATEMENT
OF CASHFLOWSC
For the year ended 30 June 2014
Cash flows from operating activities
Interest received
Payments to suppliers and employees (inclusive of goods
and services tax)
NOTES
2014
$
2013
$
12,184
74,648
(534,176)
(587,230)
Net cash used in operating activities
21(b)
(521,992)
(512,582)
Cash flows from investing activities
Payments for exploration and evaluation
Funds received from sale of exploration tenement
Payments for investments
Proceeds (Payments) for plant and equipment
and motor vehicles
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of shares (net of fees)
Net cash provided by financing activities
Net increase (decrease) in cash held
Cash at the beginning of the financial year
Cash at the end of the financial year
21(a)
(660,279)
(1,014,978)
-
-
-
200,000
(6,503)
(15,313)
(660,279)
(836,794)
253,500
253,500
-
-
(928,771)
(1,349,376)
1,134,686
205,915
2,484,062
1,134,686
The above Consolidated Statement of Cash Flows should be read in conjunction with the Consolidated Entity’s
accompanying notes.
Annual Report 2014
19
NOTES TO THE FINANCIAL
STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the year ended 30 June 2014
The principal accounting policies adopted in preparing the financial report of the Company, Rubicon Resources
Limited and its controlled entity (“Rubicon” or “Consolidated Entity”), 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 Consolidated Entity’s functional currency.
(a)
Basis of Preparation
This general purpose financial report has been prepared in accordance with Australian
Interpretations) adopted by the Australian
Accounting Standards (including 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.
Going Concern
The Company incurred a loss for the year of $2,004,350 (2013: $1,824,278) and a net cash outflow
from operating activities of $521,992 (2013: $512,582).
At 30 June 2014 the Group had cash assets of $205,914 (2013: $1,134,686) and working capital of
$188,649 (2013: $1,091,810).
Following the after balance date equity raising of $135,000, the directors have prepared cash flow
forecasts that indicated that the consolidated entity will have sufficient cash flows after additional
capital raising for a period of 12 months from the date of this report with limited exploration activities. It
is expected that the Company will be able to access funds through the equity markets during the year
to allow for exploration activities to continue. Based on this information, the Directors consider it
appropriate that the financial statements be prepared on a going concern basis.
(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)
Basis of Consolidation
Controlled Entity
The consolidated financial statements comprise the financial statements of Rubicon Resources Limited
and its subsidiary as at 30 June each year.
The financial statements of the subsidiary are prepared for the same reporting period as the parent
company, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income
and expenses and profit and losses resulting from intra-group transactions have been eliminated in
full. The subsidiary is fully consolidated from the date on which control is transferred to the
consolidated entity and ceases to be consolidated from the date on which control is transferred out of
the consolidated entity.
The acquisition of the subsidiary has been accounted for using the purchase method of accounting.
The purchase method of accounting involves allocating the cost of the business combination to the fair
value of the assets acquired and the liabilities and contingent liabilities assumed at the date of
acquisition. Accordingly, the consolidated financial statements include the results of the subsidiary for
the period from their acquisition.
20
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Joint ventures
Joint ventures are those entities over whose activities the consolidated entity has joint control,
established by contractual agreement.
In the consolidated entity’s financial statements, investments in joint ventures are carried at cost.
Details of these interests are shown in Note 27.
Interests in joint ventures have been brought to account by including the appropriate share of the
relevant assets, liabilities and costs of the joint ventures in their relevant categories in the financial
statements.
(d)
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.
(e)
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to
the Consolidated Entity 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.
(f)
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 Consolidated Statement of Cash Flows, 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.
(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 2014
21
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(h)
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%
(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.
(j)
Payables
These amounts represent liabilities for goods and services provided to the Consolidated Entity 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.
22
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(l)
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 Consolidated Entity 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.
(m)
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.
(n)
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.
Annual Report 2014
23
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(o)
Share-based payment transactions
The Company provides benefits to employees (including Directors and consultants) of the
Consolidated Entity 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 Limited (“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 Consolidated Entity 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.
(p)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
(q)
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 Consolidated Entity. These
risks include credit risk, liquidity risk and market risk from the use of financial instruments. The
Consolidated Entity 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 Consolidated Entity has no debt, and working capital is maintained at its
highest level possible and regularly reviewed by the full board.
(r)
New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for
30 June 2014 reporting periods, and have not been adopted by the Consolidated Entity. The
Consolidated Entity'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 2014 half
year and 2015 full year accounts.
24
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
2.
OTHER INCOME
Other Income
Interest
Rental/Office recharges
3.
EXPENSES
2014
$
2013
$
12,184
74,648
-
-
12,184
74,648
Contributions to employees superannuation
plans
Depreciation - Plant and equipment
- Motor vehicles
Exploration Written off
Share Based Payment expense
36,604
5,235
-
46,786
6,281
-
1,432,417
1,297,996
70,316
-
Provision for employee entitlements
(12,253)
9,448
4.
AUDITORS’ REMUNERATION
Audit – Butler Settineri (Audit) Pty Limited
Audit and review of the financial statements
16,335
17,735
Annual Report 2014
25
NOTES TO THE FINANCIAL
STATEMENTS
Continued
5.
INCOME TAX
For the year ended 30 June 2014
No income tax is payable by the Consolidated Entity as it has incurred losses for income tax purposes
year, so current tax, deferred tax and tax expense is $Nil (2012 - $Nil).
for
the
(a)
Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations
(2,004,349)
(1,824,278)
Tax at the tax rate of 30% (2013: 30%)
(601,305)
(547,283)
2014
$
2013
$
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%
21,163
(4,023)
-
-
584,165
547,283
-
-
8,810,109
7,723,182
2,643,033
2,316,955
(c) Unbooked Deferred Tax Assets and Liabilities
Unbooked deferred tax assets comprise:
Provisions/Accruals/Other
290
3,563
Tax losses available for offset against future
taxable income
Unbooked deferred tax liabilities comprise:
Capitalised mineral exploration and evaluation
expenditure
(d)
Franking credits balance
3,016,900
2,815,542
3,017,190
2,819,105
3,017,190
2,819,105
The Consolidated Entity has no franking credits available as at 30 June 2014 (2013: $Nil).
6.
OTHER RECEIVABLES
Current
GST recoverable
7.
OTHER ASSETS
Current
Prepayments
26
Annual Report 2014
2,220
2,943
13,517
14,859
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
2014
$
2013
$
8.
PLANT AND EQUIPMENT
AND MOTOR VEHICLES
Plant and office equipment
At cost
Accumulated depreciation
Motor vehicles
At cost
Accumulated depreciation
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
179,622
179,622
(171,814)
(166,579)
7,808
13,043
53,831
53,831
(43,831)
(43,831)
10,000
17,808
10,000
23,043
13,043
-
(5,235)
7,808
4,012
15,312
(6,281)
13,043
Carrying amount at beginning of the year
10,000
10,000
Disposals
Depreciation
-
-
-
-
Carrying amount at the end of the year
10,000
10,000
9.
INVESTMENTS
Non-Current
Rubicon Resources Limited holds an investment in Rubicon Madencilik A.S. which was
incorporated during the year and is held at a written down value of $Nil (2013 - $6,503).
Particulars in relation to the controlled entity
Rubicon Resources Limited is the parent entity.
Name of Controlled entity
Rubicon Madencilik A.S. (1)
Class of
Shares
Equity Holding
2014
2013
Ordinary
100%
100%
(1) On 1 April 2013 Rubicon Madencilik A.S. was incorporated in Turkey as a wholly-owned controlled entity of the
Company.
Annual Report 2014
27
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
2014
$
2013
$
10.
CAPITALISED MINERAL EXPLORATION
EXPENDITURE
Non-Current
In the exploration phase
Cost brought forward
1,676,337
2,161,634
Add: Expenditure incurred during the year (at
cost)
Less Sale of Project
660,280
1,012,699
-
(200,000)
Exploration expenditure written off
(1,432,417)
(1,297,996)
904,200
1,676,337
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.
11.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
5,541
26,980
32,521
6,784
41,159
47,943
Included within trade and other creditors and accruals is an amount of $325 (2013- $Nil)
relating to exploration expenditure.
12.
PROVISIONS
Current
Employee entitlements
13.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
482
12,735
181,304,498 (2013: 142,304,498) fully paid
ordinary shares
15,085,096
14,831,596
(b)
Share Movements during the Year
2014
2013
Number of
Shares
$
Number of
Shares
$
Beginning of the financial year
145,304,498
14,831,596 145,304,498
14,831,596
New share issues during the year
Shares issued to Staff 1 cents/share
3,000,000
30,000
Placement at 0.7 cents/share
33,000,000
231,000
Less costs of placement
(7,500)
-
-
181,304,498
15,085,096
145,304,498
14,831,596
28
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
13.
CONTRIBUTED EQUITY (Continued)
(c) Unlisted Options
During the financial year the Company granted the following unlisted options over unissued shares:
Number of Options
Granted
Exercise Price
Expiry Date
11,000,000
2 cents
30 June 2017
In addition to the above there were 2,200,000 unlisted options lapsed during the year (2013 – Nil) as a result of
time expiry. As a consequence the numbers of Unlisted options on issue at 30 June 2014 and at the date of
this report were 19,500,000 (2013 – 10,700,000). There were no other options issued to staff under the
Rubicon Share Option Plan (refer Note 15).
(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 2014 is between 0.4
and 3 years (2013: 0.5 and 1.4 years). The range of exercise prices for options outstanding at the end of the
year was between 2 cents and 20 cents (2013: between 10 cents and 20 cents). The fair value of options
granted during the year was $70,316 (2013 - $Nil).
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
2014:
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)
10 Sept 2013
6,000,000
130%
3.42%
3.83
2
1
0.0721
20 Nov 2013
5,000,000
130%
3.42%
3.58
2
0.8
0.0541
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.
Annual Report 2014
29
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
13.
CONTRIBUTED EQUITY (Continued)
(f)
Capital Risk Management
Due to the nature of the Consolidated Entity’s activities, being mineral exploration, the Consolidated Entity does
not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the
focus of the Consolidated Entity’s capital risk management is the current working capital position against the
requirements to meet exploration programmes and corporate overheads. The Consolidated Entity’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 Consolidated Entity at 30 June 2014
and 30 June 2013 are as follows:
Cash and cash equivalents
Trade and other receivables
Other assets
Trade and other payables
Provisions
2014
$
2013
$
205,915
1,134,686
2,220
13,517
(32,521)
(482)
2,943
14,859
(47,943)
(12,735)
Working capital position
188,649
1,091,810
14.
ACCUMULATED LOSSES
Accumulated losses at the beginning of the year
12,627,046
10,802,768
Net loss attributable to members
2,004,349
1,824,278
Accumulated losses at the end of the year
14,631,395
12,627,046
15.
RESERVES
Share Option Reserve
Balance at the beginning of the year
586,640
586,640
Add: Amounts expensed in current year
70,316
-
Balance at the end of the year
656,956
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.
16.
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 Consolidated Entity held on 22 November
2011. All eligible Directors, executive officers, employees and consultants of Rubicon Resources Limited who
have been continuously employed by the Consolidated Entity are eligible to participate in the Plan.
The Plan allows the Consolidated Entity 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.
30
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
17.
RELATED PARTIES
For the year ended 30 June 2014
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 (2013 - $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 Consolidated Entity or their personally-related entity are as follows:
Ordinary Shares
Unlisted Options
2013/2014
Mr I Macpherson
Mr P Eaton
Mr I Buchhorn
Mr R Middlemas
Mr A Ford
2012/2013
Mr I Macpherson
Mr P Eaton
Mr I Buchhorn
Mr R Middlemas
Mr A Ford
1 July
2013
17,542,389
1,475,000
8,859,777
2,756,368
-
1 July
2012
13,796,871
1,475,000
8,859,777
1,756,368
-
Purchases
Disposals
-
-
6,000,000
499,900
400,000
Purchases
Disposals
3,745,518
-
-
1,000,000
-
30 June
2014
17,542,389
1,475,000
14,859,777
3,256,268
400,000
30 June
2013
17,542,389
1,475,000
8,859,777
2,756,368
-
30 June
2014
7,500,000
4,000,000
2,000,000
-
3,000,000
30 June
2013
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
30 June
2013
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
30 June
2012
2,500,000
4,000,000
2,000,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
18.
EXPENDITURE COMMITMENTS
(a) Exploration
The Consolidated Entity has certain obligations to perform minimum exploration work on mineral leases held.
These obligations may vary over time, depending on the Consolidated Entity’s exploration programmes and
priorities. As at balance date, total exploration expenditure commitments on tenements held by the
Consolidated Entity have not been provided for in the financial statements and those which cover the following
twelve month period amount to $242,880 (2013: $317,880). 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
2014
$
2013
$
-
-
-
83,553
-
83,553
The operating lease relates to the Consolidated Entity’s registered office premises in West Perth, which was not
renewed upon its expiry on 31 May 2014.
(c) Capital Commitments
The Consolidated Entity had no capital commitments at 30 June 2014 (2013 - $Nil).
19.
SEGMENT INFORMATION
The Consolidated Entity operates predominantly in one segment involved in the mineral exploration and
development industry in Australia. During the year the focus returned to Australia after work overseas in Turkey
was suspended.
Annual Report 2014
31
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
20.
EARNINGS/ (LOSS) PER SHARE
The following reflects the loss and share Data used in
the calculations of basic and diluted earnings/ (loss) per share:
$ $
2014
2013
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
Share options*
Adjusted weighted average number of ordinary shares
used in calculating diluted earnings/ (loss) per share
(2,004,349)
(1,824,278)
Number of Shares Number of Shares
2014
2013
161,304,498
145,304,498
-
-
161,304,498
145,304,498
Basic and Diluted loss per share (cents per share)
1.24 cents
1.26 cents
*Non-dilutive securities
As at balance date, 19,500,000 unlisted options (30 June 2013: 10,700,000) which represent potential ordinary
shares were not dilutive as they would decrease the loss per share.
21.
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
2014
$
2013
$
200
200
16,840
188,875
165,547
968,939
205,915
1,134,686
(b) Reconciliation of the loss from ordinary activities
after income tax to the net cash flows
used in operating activities
Loss from ordinary activities after income tax
(2,004,349)
(1,824,278)
Non-cash items:
Depreciation
Exploration written-off
5,235
6,281
1,432,418
1,297,996
Expense of share-based payments
70,316
-
Change in operating assets and liabilities:
Decrease (Increase) in prepayments
Decrease (Increase) in receivables
Increase in trade creditors and accruals
Increase in employee entitlements
Net cash outflows used in operating activities
(c) Stand-By Credit Facilities
1,342
721
(15,422)
(12,253)
521,992
(1,527)
7,723
(8,225)
9,448
512,582
As at 30 June 2014 the Consolidated Entity has a business credit card facility available totalling $20,000 of
which $501 (2013 - $18,020) was utilised.
(d) Non Cash Financing and Investing Activities
There were no non cash financing or investing activities undertaken in the financial year.
32
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
22.
FINANCIAL INSTRUMENTS
The Consolidated Entity's activities expose it to a variety of financial risks and market risks. The Consolidated
Entity'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 Consolidated Entity.
(a) Interest Rate Risk
The Consolidated Entity’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:
2014
Note
Weighted
Average
Effective
Interest
%
Funds Available
at a Floating
Interest Rate
Fixed Interest
Rate
$
$
Assets/
(Liabilities)
Non Interest
Bearing
$
Total
$
Financial Assets
Cash and
cash equivalents
Other receivables
21(a)
6
2.6%
-
Total Financial Assets
Financial Liabilities
Payables
11
-
Total Financial Liabilities
153,475
-
_________
153,475
_________
-
_________
-
_________
41,550
-
10,890
2,220
205,915
2,220
41,550
13,110
208,135
-
-
(32,521)
(32,521)
(32,521)
(32,521)
Net Financial Assets
153,475
41,550
(19,411)
175,614
2013
Financial Assets
Cash and
cash equivalents
Other receivables
21(a)
6
2.41%
-
Total Financial Assets
Financial Liabilities
Payables
11
-
Total Financial Liabilities
1,093,294
-
_________
1,093,294
_________
-
_________
-
_________
41,192
-
200
2,943
1,134,686
2,943
41,192
3,143
1,137,629
-
-
(47,943)
(47,943)
(47,943)
(47,943)
Net Financial Assets
1,093,294
41,192
(44,800)
1,089,686
(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 Consolidated Entity 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 2014
33
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
22.
FINANCIAL INSTRUMENTS (Continued)
(c) Commodity Price Risk and Liquidity Risk
At the present state of the Consolidated Entity’s operations it has minimal commodity price risk and limited
liquidity risk due to the level of payables and cash reserves held. The Consolidated Entity’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 Consolidated Entity 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.
23.
EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS
Employee Entitlements
The aggregate employee entitlement liability is disclosed in Note 12.
Directors, Officers, Employees and Other Permitted Persons Option Plan
Details of the Consolidated Entity’s Directors, Officers, Employees and Other Permitted Persons Option Plan
are disclosed in Note 16.
Superannuation Commitments
The Consolidated Entity 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; and
compulsory termination by the employer of the employment of each employee.
during the year employer contributions (including salary sacrifice amounts) to superannuation plans totaled
$28,383 (2013: $46,786).
24.
CONTINGENT LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Consolidated
Entity as at 30 June 2014 other than:
Native Title and Aboriginal Heritage
Native title claims have been made with respect to areas which include tenements in which the Consolidated
Entity has an interest. The Consolidated Entity 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
Consolidated Entity 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 Consolidated Entity has an
interest.
25.
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 Consolidated Entity to affect substantially the operations of
the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in
subsequent financial years except for as follows:
- A share placement of 27 million shares at 0.5 cents per share was made on 22 August 2014 to raise $135,000
34
Annual Report 2014
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
26.
PARENT COMPANY
(a) Financial Position
As at 30 June 2014
Assets
Total current assets
Total non-current assets
Total Assets
Liabilities
Total current liabilities
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
2014
$
219,220
909,225
1,128,445
33,003
-
33,003
2013
$
1,076,425
1,786,040
2,862,465
60,677
-
60,677
1,095,442
2,801,788
15,085,096
656,956
(14,646,610)
14,831,596
586,640
(12,616,448)
1,095,442
2,801,788
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
2,030,163
-
2,030,163
1,813,681
-
1,813,681
(b) Guarantees entered into by the Parent
Rubicon Resources Limited has not entered into a deed of cross guarantee with its wholly-owned subsidiary.
(c) Contingent liabilities of the Parent
Rubicon Resources Limited had no contingent liabilities at 30 June 2014 (2013 - Nil).
(d) Capital commitment of the Parent
Rubicon Resources Limited’s capital commitments are disclosed in Note 18.
Annual Report 2014
35
NOTES TO THE FINANCIAL
STATEMENTS
Continued
For the year ended 30 June 2014
27.
INTERESTS IN JOINT VENTURES
Interests in Joint Ventures
Rubicon has the following Joint Venture Interests:
Peters Dam Joint Venture (Silver Lake Resources Limited (“Silver Lake”) 67%, Rubicon diluting)
The Peters Dam Joint Venture comprises approximately 200km2 of Rubicon tenements in the southern Yindarlgooda
project. Silver Lake has earned an initial 51% by spending $1.5m. Silver Lake 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 (Silver Lake Resources Limited ("Silver Lake") 59%, Rubicon diluting)
The Queen Lapage Joint Venture comprises approximately 100km2 of Rubicon tenements in the northern Yindarlgooda
project. Silver Lake has earned an initial 51% by spending $1.0m. Silver Lake manages the joint venture and is
currently sole funding it with Rubicon being diluted.
Mt McLeay Joint Venture Agreement (Brimstone Resources Limited 51%)
The Mt McLeay Project covers Rubicon tenements to the northwest of the Rocky Dam 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.
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 Consolidated Entity’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 Consolidated Entity’s Joint Venture
arrangements.
36
Annual Report 2014
DIRECTORS’ DECLARATION
In the opinion of the Directors of Rubicon Resources Limited (“the Consolidated Entity”):
(a)
the financial statements and notes, set out on pages 8 to 36, 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 Consolidated Entity as at 30 June 2014 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 2014.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 17th day of September 2014.
Ian Macpherson
Executive Chairman
Annual Report 2014
37
INDEPENDENT AUDITOR’S
REPORT
38
Annual Report 2014
INDEP
INDEPENDENT AUDITOR’S
REPORT
Continued
Annual Report 2014
39
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.
40
Annual Report 2014
INDEP
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.
At the end of 2011, 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.
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 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.
Annual Report 2014
41
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.
42
Annual Report 2014
INDEP
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.
Annual Report 2014
43
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
44
Annual Report 2014
INDEP
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.
Annual Report 2014
45
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.
46
Annual Report 2014
INDEP
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:
facilitate equal employment opportunities based on job requirements;
ensure diversity is incorporated into behaviours and practises of the Company;
value and maintain professionalism;
create an inclusive workplace culture.
Annual Report 2014
47
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.
48
Annual Report 2014
ASX ADDITIONAL
INFORMATION
SUB-PROJECT
TENEMENT ID
NATURE
OF
INTEREST
DATE
GRANTED
SUB-PROJECT
TENEMENT ID
NATURE
OF
INTEREST
DATE
GRANTED
YINDARLGOODA
YINDARLGOODA (CONTINUED)
Yindarlgooda
E25/00355
Taurus
E25/00392
Mt Monger
E25/00422
Yindarlgooda
E27/00425
Yindarlgooda
E27/00430
Yindarlgooda
E27/00431
Yindarlgooda
E27/00443
Yindarlgooda
E27/00449
Yindarlgooda
E27/00454
Yindarlgooda
E27/00456
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
P25/02187
Peter Dam JV
P25/02188
Peter Dam JV
P26/03813
Peter Dam JV
P26/03814
Peter Dam JV
P26/03818
Peter Dam JV
P26/03819
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
10-Nov-2009
Peter Dam JV
P26/03820
29-Dec-2009
Peter Dam JV
P26/03821
24-May-2010
Peter Dam JV
P26/03822
8-Sep-2010
Peter Dam JV
P26/03823
25-Jan-2011
Peter Dam JV
P26/03824
Pending
Peter Dam JV
E25/00488
04-Jul-11
Peter Dam JV
E25/00489
12-Sep-2012
Peter Dam JV
E25/00490
Pending
Mt McLeay JV
P27/01711
Pending
Mt McLeay JV
P27/01748
22-Sep-2008
Mt McLeay JV
P27/01749
6-May-2011
Mt McLeay JV
P27/01990
6-May-2011
Mt McLeay JV
P27/01954
21-Dec-2005
Mt McLeay JV
P27/01979
21-Jun-2005
Mt McLeay JV
P27/02006
30-Jan-2009
Queen Lapage JV
E25/00455
10-Nov-2009
Queen Lapage JV
E27/00426
10-Nov-2009
Queen Lapage JV
E25/00273
22-Nov-2010
Queen Lapage JV
E25/00326
22-Nov-2010
Queen Lapage JV
E27/00291
1-Nov-2012
JEEDAMYA
04-Jul-11
Kookynie
E40/00195
04-Jul-11
Kookynie
E40/00293
15-Jun-2011
WARBURTON
2
2
2
2
2
2
2
2
2a
2a
2a
2a
2a
2a
2a
2b
2b
2b
2b
2b
1
1
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
15-Jun-2011
13-Sep-2013
13-Sep-2013
13-Sep-2013
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
20-Apr-2006
4-May-2011
15-Jun-2011
Caesar Hill JV
E69/02253
2c
19-Jul-07
15-Jun-2011
CANOBIE
15-Jun-2011
Canobie JV
EPM177767
2c
9-May-2012
Tenement schedule current as of 1 September 2014
1. Tenements 100% owned by Rubicon Resources Limited
2. Tenements 33% (as of 30 June 2014) owned by Rubicon Resources Limited, subject to joint venture
2a. Tenements 49% (as of 30 June 2014) owned by Rubicon Resources Limited, subject to joint venture
2b. Tenements 41% (as of 30 June 2014) owned by Rubicon Resources Limited, subject to joint venture
2c. Tenements 100% owned by Rubicon Resources Limited, subject to joint venture
Annual Report 2014
49
ASX ADDITIONAL
INFORMATION
Continued
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out
below was applicable as at 18 September 2014.
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 215,000
Totals
Number of
Shareholders
106
77
52
400
214
849
Number of
Shares
20,401
186,286
403,960
19,057,757
188,636,094
208,304,498
There were 318 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
Colin Ikin
I Macpherson & Associates
IJ Buchhorn & related entities
C.
Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Issued Ordinary Shares
Number of
Shares
21,000,000
17,542,389
14,859,777
Percentage of
Shares
10.08%
8.42%
7.13%
Shareholder Name
Listed Ordinary Shares
IKIN COLIN ROBERT
NATIONAL NOM LTD
HAZURN PL BUCHHORN S/F A/C
FATS PL MACIB SUPER A/C
KURANA PL BUCHHORN UNIT FUND
FATS PL MACIB S/F A/C
FATS PL MACIB FAM A/C
CVRD AUST EA PL
ADAPTIVE MGNT PL
PRINCE RAYMOND JOHN R J PRINCE RETIRE
RED PUMA PL
ZERO NOM PL
OKTAY AHMET METIN
DUPUY OLIVIER + JULIE ENERJEE S/F A/C
VALE AUST EA PL
CITICORP NOM PL
BARKER BRUCE G + W A BARKER RETIREMENT
MIDDLEMAS R S + WOLSELEY MIDDLEMAS S/F A/C
MASEN PROPS PL
HOPETOUN NOM PL HOPETOUN A/C
Number
21,000,000
20,027,049
7,855,906
7,500,000
5,062,537
5,042,389
5,000,000
4,000,000
4,000,000
3,700,000
3,250,000
3,000,000
3,000,000
2,431,136
2,423,995
2,419,542
2,405,753
2,232,215
2,010,000
1,938,485
____________
108,299,007
____________
Percentage Quoted
10.08%
9.61%
3.77%
3.60%
2.43%
2.42%
2.40%
1.92%
1.92%
1.78%
1.56%
1.44%
1.44%
1.17%
1.16%
1.16%
1.15%
1.07%
0.96%
0.93%
__________
51.97%
__________
D.
Unquoted Options
Options
Number of Options
Unlisted options exercisable at 2 cents each by 30 June 2017
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
11,000,000
6,000,000
1,500,000
1,000,000
19,500,000
___________
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
50
Annual Report 2014
NOTES
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Po Box 534, West Perth, Western Australia, 6872
Telephone: (08) 9214 7500
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