• The appointment of George Ogilvie, PEng, as president and chief executive officer of the company and the addition of Michael Willett, PEng, as director of projects;
• The appointments of Peter R. Jones, PEng, Dr. David A.S. Palmer, PhD, PGeo, and Mr. Ogilvie to the Rubicon board of directors;
• The receipt of $45,007,200 (gross amount, before fees) from the equity offering for 62.79 per cent of the equity (or 33.84 million common shares) of the company, including Mr. Ogilvie's investment of $500,000 (or approximately 0.70 per cent of the equity) in the company;
• The reduction in the amounts outstanding under the loan facility with CPPIB Credit Investments Inc. to $12.0-million (from approximately $68.4-million), the extension of the maturity date to Dec. 31, 2020, and interest payments with an effective annual interest rate of 5.0 per cent paid in kind by the company on maturity; the CPPIB Credit loan facility can be voluntarily prepaid at any time without premium or penalty, and certain covenants and event of default provisions have been amended;
• In exchange for the reduction of the amounts outstanding under the CPPIB Credit loan facility, the receipt by CPPIB Credit of 26.97 per cent of equity (or 14,536,341 common shares) in the company and a cash payment of $20.0-million;
• The private sale of 4,536,341 Rubicon common shares by CPPIB Credit to BMO Capital Markets, at a price of $1.33 per common share for gross proceeds of $6,033,333.53 to CPPIB Credit, completed immediately following the completion of the restructuring transaction; following the sale to BMO Capital Markets, CPPIB Credit will hold 10 million Rubicon common shares (or 18.56 per cent of equity) in the company;
• Common shares held by existing shareholders (prior to the restructuring transaction) were consolidated based on a ratio of one postconsolidation common share for approximately 162.1 preconsolidation Rubicon common shares; in aggregate, existing shareholders have retained approximately 4.65 per cent of the equity (or 2,506,265 common shares) in the company;
• The consolidation of the outstanding common shares and issuance of new common shares of the company resulting in 53,890,125 common shares outstanding;
• The exchange of the gold stream facility with Royal Gold for:
  • 5.58 per cent equity interest (or 3,007,519 common shares) in the company;
  • 1.0-per-cent net smelter royalty on all of the company's landholdings in Ontario, including the Phoenix gold project, subject to a maximum 4.0-per-cent NSR on any one property;
  • 2.5-per-cent NSR on the company's Nevada/Utah properties, subject to a maximum 5.0-per-cent NSR on any one property;
  • An assignment of Rubicon's rights to acquire any portion of an existing NSR that is subject to a buyback provision and a right of first refusal in respect of any royalty, stream, participating interest in production, or amount of gold or other minerals based on production, that the company wishes to offer for sale in relation to the company's current properties;
• Unsecured creditors with valid claims under the plan received at their option either: (i) the lesser of the amount owed to such creditor or $5,000, or (ii) 2.5 per cent of the amount owed to such creditor, subject to certain restrictions;
• Additional adjustments to the company's assets and liabilities (compared with Sept. 30, 2016) as a result of the implementation of the restructuring transaction:
  • A cash balance on closing of approximately $27-million (including $3-million of restricted cash that the company expects to return to cash in 2017), compared with a cash balance of $6.8-million on Sept. 30, 2016;
  • Disposal of approximately $6-million in property, plant and equipment (property, plant and equipment balance of $31.7-million on Sept. 30, 2016) and a reduction of $5-million in finance lease obligations (finance lease obligation balance of $9.8-million on Sept. 30, 2016) primarily as it relates to leased equipment at the Phoenix gold project; the company eliminated certain finance lease obligations, and corresponding assets, as part of the restructuring transaction;
  • Compromise of approximately $7.7-million in long-term liabilities related to agreements to secure long-term power for the Phoenix gold project; the company eliminated its provision for power agreements as part of the restructuring transaction;
  • Elimination of approximately $98.1-million in liabilities related to the gold stream facility;
  • The reduction in the CPPIB Credit loan facility to $12.0-million due on Dec. 31, 2020 (from approximately $68.4-million on Sept. 30, 2016).

                         SUMMARY OF RUBICON COMMON SHARE OWNERSHIP                                                          Rubicon common share ownership              %  Offering participants (1)                                                 33,840,000         62.79% CPPIB Credit                                                              10,000,000         18.56% BMO Capital Markets private purchase                                       4,536,341          8.42% RG Gold AG (Royal Gold)                                                    3,007,519          5.58% Existing Rubicon shareholders                                              2,506,265          4.65%                                                                          -----------       ------- Total common shares outstanding                                           53,890,125        100.00%  (1) Mr. Ogilvie has invested $500,000 (or approximately 0.70 per cent of the equity  ownership) in Rubicon.