2 December 2014

Update of PacMoz transaction

RUBICON RESOURCES LIMITED

(ABN 38 115 857 988)

ASX: RBR

Directors

Ian Macpherson - Executive Chairman Ian Buchhorn - Non-Executive Director Peter Eaton - Non-Executive Director

Senior Management

Andrew Ford - Chief Operating Officer

Sam Middlemas - Company Secretary

Capital Structure Issued Shares: 208.3m Issued Options: 11.0m

Market cap at 30 Nov 2014: $3.53m

Website: www.rubiconresources.com.au

For Further information, please

Contact:

Ian Macpherson

Executive Chairman

Andrew Ford

Chief Operating Officer

Tel: 61 8 9214 7500

Fax: 61 8 9214 7575

Email: [email protected]

Highlights

• PacMoz Lda (PacMoz) has advised that it has signed a Memorandum of Understanding with international services firm Brunel confirming their commitment to progress with a Joint Venture Company.

• The Joint Venture Company, Brunel Mozambique

Lda (Brunel Moz) will be held 70% by Brunel and

30% by PacMoz.

• AGM Approves issue of securities to PacMoz subject to remaining conditions precedent and due diligence completion.

Further to the most recent ASX announcement on 24 September 2014 that detailed Rubicon's strategy in Mozambique and the terms of the purchase of PacMoz, the board of Rubicon has been informed that PacMoz has entered into a Memorandum of Understanding with Brunel confirming its commitment to progress the establishment of a Joint Venture company in Mozambique, named Brunel Mozambique LdA. Brunel is an international services company with the holding company Brunel International NV, listed in Amsterdam.
Following the receipt of shareholder approvals at the AGM held on 28th November 2014, the remaining conditions precedent to the acquisition of 60% of PacMoz are:

(a) execution of a legally binding agreement for the Joint Venture, on terms satisfactory to the Company; and

(b) completion of due diligence by the Company on PacMoz's
business, assets and operations, to the satisfaction of the Company in its absolute discretion.
Once the legally binding agreement for the Joint Venture is finalised by PacMoz and Brunel, it will be reviewed by the board of Rubicon to confirm that the terms are satisfactory.
It is expected that the Company's due diligence investigations will be completed prior to the end of December when, providing the outcome of the due diligence is satisfactory, the transaction will be completed.