EXHIBIT 99.3
































































RUBICON MINERALS CORPORATION





Management’s Discussion & Analysis





For the Years Ended December 31, 2014 and 2013












































44 Victoria Street, Suite 400, Toronto, Ontario M5C 1Y2   Tel: 416-766-2804


Toll free: 1-866-365-4706   Fax: 416-642-2299


E-mail: rubicon@rubiconminerals.com


www.rubiconminerals.com





RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)





TABLE OF CONTENTS


INTRODUCTION
3DEFINITIONS
3COMPANY OVERVIEW AND STRATEGY
4HIGHLIGHTS
4THE PEA
6ABORIGINAL CONSULTATIONS
8OTHER RED LAKE PROJECTS
9UNITED STATES EXPLORATION
9CORPORATE DEVELOPMENTS
9QUALIFIED PERSONS AND QUALITY ASSURANCE
11RISKS AND UNCERTAINTIES
11SELECTED ANNUAL INFORMATION
11OPERATING RESULTS
12FOURTH QUARTER
13USE OF PROCEEDS FROM FINANCINGS
13SUMMARY OF QUARTERLY RESULTS (unaudited)
14FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
14CASH FLOWS
15FINANCIAL INSTRUMENTS
15OFF-BALANCE SHEET ARRANGEMENTS
16PROVISION FOR CLOSURE AND RECLAMATION
16COMMITMENTS AND CAPITAL LEASE OBLIGATIONS
17CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES
17CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
19OUTSTANDING SHARE DATA
20INTERNAL CONTROL OVER FINANCIAL REPORTING
20CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
20ADDITIONAL INFORMATION
21FORWARD-LOOKING STATEMENTS
21APPROVAL
23




-2-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)


INTRODUCTION





This Management Discussion and Analysis (“MD&A”), dated March 27, 2015, includes financial information from, and should be read in conjunction with, the consolidated financial statements for the years ended December 31, 2014 and 2013. Please refer to the cautionary notices at the end of this MD&A, especially in regard to forward-looking statements.





Rubicon Minerals Corporation (“Rubicon”or the “Company”) reports its financial position, statement of comprehensive loss, changes in equity and cash flows in accordance with International Financial Reporting Standards (“IFRS”) in Canadian dollars.





Rubicon is a Canadian-based company that is focused on the acquisition, exploration and development of gold deposits. The Company’s key asset is the Phoenix Gold Project (hereinafter defined) located in the Red Lake gold camp, in the Province of Ontario. In addition, the Company has significant land packages in the Red Lake area outside the Phoenix Gold Project and other significant land packages in Nevada and Utah, United States. The Company does not have any assets or mineral properties that are in production or that contain a reserve.





The Company is a reporting issuer in all the provinces of Canada as well as with the Securities and Exchange Commission (“SEC”) in the United States. The Company’s common shares trade on the Toronto Stock Exchange (“TSX”) in Canada under the symbol ‘RMX’ and on the NYSE MKT Exchange in the United States under the symbol ‘RBY’.





DEFINITIONS





The following terms are used in this MD&A:





“F2 Gold System” is a gold mineralized system located at the Phoenix Gold Property composed of high-grade gold mineralization and a lower grade sulphide-rich zone, which currently has a strike length of approximately 1,200 m (3,937 ft) and a depth extent of 1,650 m (5,413 ft) below surface and remains open along strike and at depth. The system appears to at least partly correlate with a large Titan-24 chargeability anomaly. The anomaly extends laterally from the F2 Gold System for over 1,500 m (approximately 5,000 ft) and to depths up to 750 m (approximately 2,500 ft) – the current depth limit of the survey. As for the setting and style of this zone, it is similar in many respects to the high-grade zones present at the nearby Red Lake Gold Mines. The F2 Gold System is 420 m southeast of the existing shaft and is entirely independent from the previous gold resource of the McFinley Gold Deposit.





“PEA” means the amended and restated National Instrument 43-101 technical report titled “Preliminary Economic Assessment for the F2 Gold System, Phoenix Gold Project, Red Lake, Ontario”, prepared by SRK Consulting (Canada) Inc., dated effective June 25, 2013 and filed on SEDAR on February 28, 2014.





“Phoenix Gold Project” The Phoenix Gold Project is the construction and development of an underground gold mine and mill with a projected initial production rate of approximately 1,250 tonnes per day located on the Phoenix Gold Property, as described in the Phoenix Project Closure Plan that was filed in December 2011 pursuant to the Mining Act(Ontario).





“Phoenix Gold Property”is the property containing the Phoenix Gold Project located in Bateman Township, Municipality of Red Lake, Ontario, Canada,





-3-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)


COMPANY OVERVIEW AND STRATEGY





Rubicon is an advanced stage gold development company. The Company is focused on responsible and environmentally sustainable development of its Phoenix Gold Project in Red Lake, Ontario. The start of projected initial production is mid-2015 based on current forecasts. The Phoenix Gold Project is fully permitted for projected initial production at 1,250 tonnes per day. In addition, Rubicon controls over 100 square miles of prime exploration ground in the prolific Red Lake gold district which hosts Goldcorp's high-grade, world-class Red Lake Gold Mines and has approximately 350 square miles of mineral property interests located near the Nevada-Utah border in the United States. Rubicon’s common shares are listed on the NYSE MKT (RBY), with its common shares listed on the Toronto Stock Exchange (RMX).





Rubicon is nearing the completion of the construction and development of its 100%-wholly owned Phoenix Gold Project in Red Lake, Ontario. In 2013, the Company delivered an improved updated mineral resource estimate, with indicated resources totaling 1.129 million ounces of gold based on 4.12 million tonnes grading 8.52 grams per tonne of gold (“g/t Au”) and inferred resources totaling 2.219 million ounces of gold based on 7.45 million tonnes grading 9.26 g/t Au.





The Company delivered a positive PEA with an effective date of June 25, 2013 and an issue date of February 28, 2014. In the PEA, the Phoenix Gold Project would potentially generate an after-tax internal rate of return (“IRR”) and net present value (“NPV”) of 27% and $531.0 million, respectively, based on a gold price assumption of US $1,385 per ounce, and a CAD/USD exchange rate of 1.05:1.





Since the Company released the Preliminary Economic Assessment in 2013, Rubicon has conducted and completed a number of technical studies including a study assessing the crown pillar, a study and analysis of the results of a 38,000-metre infill and definition drilling program in the upper levels of the deposit, and a study and analysis of chip and muck samples collected from stope development. Rubicon is also currently studying and analyzing the data from a test stope.  These additional technical studies conducted to date continue to support our view of the commencement of projected initial production in mid-2015.





Rubicon’s strategy is to become a mid-tier gold producer through the construction and development of the Phoenix Gold Project and increase the mineral resources through further exploration at its Phoenix Gold Project, its extensive Red Lake holdings, and Nevada-Utah land packages.





HIGHLIGHTS





Phoenix Gold Project - Highlights





Phoenix Gold Project milestones include:





·
Mill construction is on schedule. The drive trains for the SAG and ball mill are installed, along with the Knelson concentrators. All structural steel in the mill is substantially complete. The carbon-in-leach (“CIL”) tank shells have been welded and the top rings and platforms are being installed. The construction of the refinery, mill thickener and cyanide destruction circuits are progressing as planned. Piping and electrical work in the mill are ongoing;




·
The Company began to stockpile mineralized material on surface from underground stope development between the 305- and 244-metre levels. Some of the stockpiled material will be fed


-4-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)




to the mill during the commissioning phase and the remainder will be used for the projected production phase;


·
The 685-metre level loading pocket construction continued;




·
Underground lateral and vertical development continues on the 122-, 183-, 244-, 305-, and 610-metre levels and the 685-metre loading pocket. Rubicon continues to recruit its own mining workforce with company crews currently developing the 122-, 183-, and 244-metre levels exceeding the productivity level achieved by previous contractors. In 2014, the Company has completed 4,096 metres of development;





·
The construction of the crushed ore bin has been completed. The tailings management facility (“TMF”) is ready to receive tailings for up to two years of potential production.;





·
Various other on-site construction, including the substation expansion and compressor house construction, were ongoing during the quarter.





Construction and Development Update and Outlook





Construction and development of the Phoenix Gold Project remains on schedule for projected initial production in mid-2015, based on current knowledge and planning by management of the Company. In order to ensure adequate working capital to fund the ramp-up period, potential delays and cost overruns the Company will seek approximately $50 million of additional funding prior to the start of projected commercial production.On March 18, 2015, the Company announced a bought deal flow-through equity financing for C$25.1 million, with an underwriters option exercisable up to 48 hours prior to the closing of the offering to increase the financing by $5.1 million (resulting in aggregate gross proceeds of up to $30.2 million).  The financing is scheduled to close on or around April 9, 2015 (see Subsequent Events for further details).  Rubicon is in discussions with various parties to secure the balance of the additional funding required.





As of February 28, 2015, the capital cost estimate to projected initial production is approximately $44.1 million, on a go-forward basis.





Rubicon is currently developing several stopes between the 305- and 122-metre levels, one of which is a test stope. Rubicon continues to stockpile mineralized material on surface from underground stope development and has approximately 3,400 tonnes of material on surface as of February 28, 2015. The Company expects to increase the rate of stockpiling in the coming months. Some of the stockpiled material will be fed to the mill during the commissioning phase and the remainder will be used for the projected production phase.





Mill construction remains on schedule. The major components and equipment of the mill circuit have been installed. Most of the work remaining in the mill is related to piping and electrical work.




average throughput of 70% of 1,250 tonnes per day (“tpd”) or 875 tpd for at least 60 consecutive days.


-5-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)





Exploration





The Company completed its 38,000 m infill drilling program at the end of 2014. This program was designed to convert a portion of the inferred mineral resource ounces in the upper section of the F2 Deposit to the indicated category, indicated mineral resource ounces to measured category and to potentially add inferred mineral resource ounces to the known mineral resource. The Company has commenced an exploration drift at the 610-metre level parallel to the deposit, to provide a proper platform for the sectional based drilling at 25 m drill hole spacings.  Results from the drilling program confirm the Company’s expectations of the F2 Deposit with respect to continuity of mineralization and grade. Highlighted assay results with significant grade, released on January 7, 2015, include:





·
244L-154: 157.2 grams per tonne of gold (“g/t Au”) over 1.5 m


·
244L-100: 14.8 g/t Au over 5.1m (including 43.3 g/t Au over 1.5 m)


·
244L-127: 47.3 g/t Au over 1.3 m


·
244L-164: 20.0 g/t Au over 2.4 m


·
244L-94A: 8.8 g/t Au over 1.7 m





The Company has continued with the definition drilling program at the 244-metre level, which will further tighten the drill hole spacings to 12.5 m or less. Details of historical drilling results are available on the Company’s web site at www.rubiconminerals.com.





The Company has commenced a 12,000-metre regional exploration program that will focus on the potential northern extension of the F2 Deposit. This program will follow up on the high-grade intercepts discovered from previous drilling. The target areas are located within 1.0 kilometre of planned underground development at the Phoenix Gold Project. Historical high-grade intercepts, mainly located in an area named the “Island Zone” include:





•
PZ-23: 70.1 g/t Au over 3.1 m


•
PZ-12: 28.7 g/t Au over 1.4 m


•
PZ-47: 22.2 g/t Au over 1.7 m


•
PZ-25: 15.8 g/t Au over 3.5 m


•
PZ-03: 15.5 g/t Au over 4.8 m


•
PZ-02: 15.0 g/t Au over 2.8 m





THE PEA1





On June 25, 2013 the Company announced positive results and highlights from a preliminary economic assessment and an updated mineral resource estimate completed by SRK for the F2 Gold System, which comprises part of the Company’s flagship Phoenix Gold Project, located in Red Lake, Ontario. A technical report documenting the preliminary economic assessment was filed on SEDAR on August 9, 2013 in accordance with the requirements of National Instrument 43-101 StandardsofDisclosureforMineralProjects(“NI43-101”). The preliminary economic assessment filed on August 9, 2013 was superseded in full by the PEA dated effective June 25, 2013 and filed on SEDAR on February 28, 2014. The report can be viewed at www.sedar.com, www.sec.gov/edgar.shtml and the Company’s website at www.rubiconminerals.com. The summary below does not take into account the review by the Company of planned construction schedules.





-6-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)








The PEA2FHighlights:





•
On a go-forward basis, using a gold price of US$1,3851 per ounce, the Phoenix Gold Project base case demonstrates an after-tax IRR1 of 27.0% and a 5.0% discounted after-tax NPV1 of $531.0 million; on a pre-tax basis, IRR and NPV are 28.7% and $650.0 million, respectively;





•
Total life of potential mine (“LOM”) projected gold production of 2.19 million ounces, an 18.0% increase over the previous conceptual production plan;





•
Average annual LOM projected gold production is 165,300 ounces, production is expected to peak at 242,000 ounces in year 2022;





•
The primary projected mining method is intended to be longhole stoping (“longhole”); 90% of the LOM production is planned to come from longhole stopes and 10% from cut-and-fill mining;





•
Average grade of mill feed is 8.1 g/t Au at a cut-off grade of 5.0 g/t Au; external dilution of 15% was applied to the conceptual mine plan, plus internal dilution of 26%;




•
Average LOM cash operating cost4F2 is $629 per recovered ounce or $151 per tonne.  Including a 1.5% royalty5F3 the average LOM total cash operating cost is $651 per recovered ounce of gold or $156 per tonne;





•
Average LOM all-in sustaining cash costs4 are $845 per ounce or $203 per tonne;





•
Average annual post-tax cash flow from operations is $69.0 million;





•
Average daily LOM throughput is approximately 1,900 tpd.





The Company believes the new proposed mining methods considered in the PEA7Fwill most efficiently exploit the F2 deposit. The implementation of the new proposed methods have increased the capital cost of developing the Project compared to the preliminary economic assessment released in 2011.





Updated Phoenix Gold Project Mineral Resource Estimate Highlights:





•
Increased indicated mineral resources by 111% to 1.129 million ounces of gold in 4.12 million tonnes grading 8.52 g/t Au using a 4.0 g/t Au cut-off grade;





1
Based on a 30-day trailing spot gold price assumption of US$1,385 per ounce and a CAD/USD consensus exchange rate of 1.05:1.00 (Source: Bloomberg $CDN/$US FX Forecast 2013 through 2017, as of June 18, 2013).


2
Cash operating costs include mining and development costs only and exclude royalties, gold streams, all capital costs, exploration and corporate overheads.


3
Assumes Rubicon exercises its right to purchase a 0.5% from the 2.0% NSR that Franco-Nevada Corporation currently owns in respect of the Phoenix Gold Project water claims for US$675,000.


4
All-in sustaining cash costs include operating costs, royalties and sustaining capital and do not include any pre-production capital expenditures, allocation of estimated corporate overhead costs or exploration costs. The cost of the gold stream transaction with Royal Gold is not included in this number.





-7-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)




•
Block model demonstrates substantial continuity of mineralization and an average horizontal thickness of 7.8 m (based on 4.0 g/t Au cut-off estimated using tonne weighted average thickness per level);





•
Reported inferred mineral resources of 2.219 million ounces of gold on 7.45 million tonnes grading 9.26 g/t
Au using a 4.0 g/t Au cut-off grade; and





•
Updated mineral resource estimate includes approximately 116,000 m of additional drilling (90% infill) since the 2011 mineral resource estimate.





Recommendation from SRK and Continuing Studies





SRK determined that the results of the PEA support the continued advancement of the Phoenix Gold Project and work related to further technical studies. No production decision was made at the time of filing of the PEA. SRK concluded that such a decision, if reached, would require additional technical studies and ongoing evaluation by Rubicon of the construction and development of the Phoenix Gold Project and would not be based solely on the PEA.





ABORIGINAL CONSULTATIONS





Consultations are ongoing with local First Nation and Métis communities.





On November 24th 2014 the Company announced that it had reached a Settlement Agreement and an Exploration and Accommodation Agreement (“EAA”) with Wabauskang First Nation (“WFN”).




Under the settlement, WFN has agreed to discontinue its appeal against Rubicon regarding the August 28, 2014 decision made by the Ontario Divisional Court to dismiss the application for judicial review in respect of Rubicon's production closure plan for its fully-permitted Phoenix Gold Project (the "Project").  In turn, an EAA has been signed and terms of a potential benefits agreement are outlined in the Settlement.




The EAA governs the Company's exploration work on WFN lands, which includes the continuing exploration work being done at the Phoenix Gold Project. The key features of the EAA include the following:




§
WFN will support Rubicon's exploration work, including support of the application for licenses and permits for such work;




§
The Company will provide certain benefits to WFN based on exploration expenditures incurred by Rubicon on its mineral claims within lands used by WFN;




§
Rubicon will work in good faith to identify employment opportunities for WFN members in accordance with agreed principles;




§
Rubicon will follow industry best environmental practices and will work with WFN to incorporate WFN's cultural values and traditional knowledge into its environmental programs;




§
Rubicon will work with WFN to protect culturally sensitive sites as identified by WFN; and







-8-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)




§
Rubicon and WFN will work together in good faith during the negotiation of a benefits agreement, which would include discussions on further benefits and contracting opportunities for WFN businesses, and further support for Rubicon projects.




O THER RED LAKE PROJECTS





Rubicon holds approximately 100 square miles of additional mineral claims in the Red Lake area which were acquired for their high geological potential to host gold mineralization. Due to the Company’s focus on developing the Phoenix Gold Project, exploration of these additional properties has been temporarily put on hold, however the Company considers these projects to be of strategic importance for future exploration. The Company is continuing the geological compilation studies on several of its Red Lake projects to identify targets for future exploration programs.








UNITED STATES EXPLORATION





Nevada and Utah (West Kirkland Option)





Rubicon holds variable fee simple mineral property interests in a large land package in Elko County, Northeastern Nevada extending into Box Elder County, Utah totalling approximately 350 square miles.





West Kirkland Mining Inc. (“West Kirkland”) held an option over the Company’s Nevada and Utah property, however they did not incur the required minimum earn in expenditures during 2014 and as a result Rubicon terminated the agreement effective February 18, 2015.





Rubicon has begun the process of exploring options to obtain value for the Nevada and Utah properties and continues to believe the properties are highly prospective.








CORPORATE DEVELOPMENTS





Gold Stream Facility with Royal Gold Inc.





On February 10, 2014, the Company signed a Gold Stream Facility  with RGLD Gold AG, a wholly-owned subsidiary of Royal Gold Inc. (“Royal Gold”) pursuant to which the Company agreed to sell an equivalent of 6.30% of future gold production from the Phoenix Gold Project to Royal Gold to a maximum of 135,000 ounces of gold and then 3.15% thereafter.  In consideration, Royal Gold will pay US$75.0 million to the Company as a deposit on the purchase price. As at December 31, 2014 the Company had received US$62.6 million of the deposit.  Rubicon received the remaining US$12.4 million of the deposit on February 23, 2015.





Upon delivery of gold to Royal Gold, Royal Gold will pay the current market price on the first 135,000 ounces by way of allocation of the deposit to satisfy 75% of the payment. In addition the Company will receive a cash payment equal to 25% of the spot gold price for each delivery. After the deposit has been drawn down to nil, Royal Gold will make a cash payment for all future gold deliveries equal to 25% of the spot gold price.





After 40 years any balance remaining unpaid relating to the deposit shall be refunded to Royal Gold.





-9-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)


Repayment of the deposit is secured against the assets of the Phoenix Gold Project. Rubicon has the right to raise up to US$100.0 million of debt financing that will rank in priority to the Gold Stream Facility deposit. In the event that Royal Gold’s interest is subordinated to more than US$50.0 million of debt, Royal Gold’s additional cash payments for gold deliveries will be reduced from 25% of market price by 5.4% multiplied by the amount of the senior debt outstanding and drawn in excess of US$50.0 million divided by US$50.0 million.





Public Offering





On March 12, 2014, the Company closed a public offering and issued 74,290,000 units consisting of one common share of the Company (“Share”) and one half of one common share purchase warrant (“Warrant”) at a price of $1.55 per unit (“Unit”) for total gross proceeds of $115.1 million.  Each whole Warrant gives the holder the right to purchase one Share in the Company for a price of $2.00 per share, exercisable up to and including March 12, 2015. The proceeds are inclusive of an overallotment option that was fully exercised on closing.





Share issue costs were $7.8 million including an underwriter’s commission of 5% of the gross proceeds.









Flow-Through Offering





On July 23, 2014, the Company closed a public Flow-Through Share offering of 7,060,000 shares at a price of $1.70 a share for total gross proceeds of $12.0 million. Share issue costs for this offering were approximately $0.8 million including an underwriter’s commission of 5% of the gross proceeds. The gross proceeds from the Offering will be used to incur eligible Canadian Exploration Expenses. As of December 31, 2014, the Company has spent the full amount of this offering in connection with the exploration and development of the Phoenix Gold project.





Subsequent Events





Subsequent to end of the year the Company entered into certain agreements necessary to secure the remaining power requirements for the Phoenix Gold Project once it enters production.  The cost to the Company as a result of these agreements is dependent on a number of factors including the cost to construct the required power line upgrades.  We estimate the cost to the Company as a result of these agreements will be between $9.3 million and $23.1 million with the most likely amount being $13.9 million, of which $0.6 million is expected to be paid in 2015 with the balance being settled between 2016 and 2018.  The Company will be required to post security of $9.6 million to secure these expected obligations.  The security will be released once the obligations are satisfied.





On March 18, 2015, the Company announced that it had entered into an agreement with a syndicate of underwriters, under which the underwriters agreed to buy on a bought deal basis by way of private placement, 19,600,000 flow-through common shares (the “Flow-Through Common Shares”) of the Company, at a price of $1.28 per Flow-Through Common Share for gross proceeds of $25.1 million. In addition, the Company also granted the underwriters an option, exercisable up to 48 hours prior to the closing of the offering, to purchase up to an additional 4,000,000 Flow-Through Common Shares for additional gross proceeds of up to $5.1 million (resulting in aggregate gross proceeds of up to $30.2 million). The gross proceeds from the offering will be used to incur eligible Canadian Exploration Expenses.   The offering is expected to close on or about April 9, 2015.





-10-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)


QUALIFIED PERSONS AND QUALITY ASSURANCE





Phoenix Gold Project drill core assays were conducted on sawn NQ-sized half core sections. The saw blade is routinely cleaned between samples when visible gold is noted during logging and sampling of the drill core. All assays were conducted by SGS Minerals Services using standard fire assay on a 50 gram (1 assay ton) sample with a gravimetric finish procedure. Assays are uncut as is standard practice in Red Lake. Standards, blanks and check assays were included at regular intervals in each sample batch. Check assays on 5% of samples are carried out by ALS Minerals, a third party independent laboratory. Gold standards were prepared by CDN Resource Laboratories Ltd.





The content relating to the PEA has been read and approved by SRK staff including Mr.  Sébastien Bernier, P.Geo., Principal Consultant (Resource Geology), Mr. Glen Cole, P.Geo., Principal Consultant (Resource Geology), and Mr. Stephen Taylor P. Eng., Principal Consultant (Mining) and Mr. Pierre Roy, ing., P. Eng., of Soutex Inc., all independent Qualified Persons as defined by NI 43-101. The PEA was prepared by SRK with metallurgical and processing contributions from Soutex Inc. Individual contributing authors are Mr. Sébastien Bernier, Mr. Glen Cole, Mr. Stephen Taylor, and Mr. Dan Hewitt of SRK and Mr. Pierre Roy ing., P. Eng., of Soutex Inc. All are independent Qualified Persons as defined by NI 43-101.





Phoenix Gold Project operations, including engineering studies and ongoing development are currently supervised and verified by, and except with respect to the third party prepared PEA, any operating technical data disclosed in this MD&A has been verified by, and the technical operating disclosures in this MD&A, have been approved by Daniel Labine, P. Eng., Vice President Operations for Rubicon, a Qualified Person as defined in NI 43-101.





Mark Ross, B.Sc., P. Geo., Chief Mine Geologist for the Company, is a Qualified Person and an employee of the Company and has reviewed and approved the disclosure of technical and scientific information included in this MD&A.





RISKS AND UNCERTAINTIES





The success of the Company depends upon a number of factors, many of which are beyond the control of Rubicon. Typical risk factors and uncertainties, among others, include political risks, financing risks, title risks, commodity prices, exchange rate risks, permitting risks, operating and environmental hazards encountered in the exploration, development and mining business and changing laws and public policies. Risk factors are more fully described in our Annual Information Form (“AIF”), dated March 27, 2015, for the year ended December 31, 2014, on file at www.sedar.com and www.sec.gov/edgar.shtml.




SELECTED ANNUAL INFORMATION








Fiscal year ended

2014


2013


2012In Canadian dollars, in thousands

$


$


$Interest and miscellaneous income


1,668



1,763



2,234Loss on sale of investments

Nil



(5
)


(146
)Net loss


(11,155
)


(8,183
)


(10,367
)Basic and diluted net loss per share


(0.03
)


(0.03
)


(0.04
)Total assets


684,099



480,263



479,972


-11-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)




Total long-term financial liabilities


78,089



2,819



3,746Cash dividends

Nil


Nil


Nil


OPERATING RESULTS





The year ended December 31, 2014 compared to the year ended December 31, 2013





For the year ended December 31, 2014, the Company had a net loss of $11.16 million and a net loss per share of $0.03 compared to a net loss of $8.18 million and a net loss per share of $0.03 in the year ended December 31, 2013, an increased loss of $2.98 million. Other comprehensive income for the year ended December 31, 2014 was $0.24 million compared to other comprehensive income of $0.07 million for the prior year comparative period, an increase of $0.17 million. Comprehensive loss for the year ended December 31, 2014 was $10.91 million compared to comprehensive loss of $8.11 million for the prior year comparative period, a increase of $2.8 million.




Significant factors in line items that caused the change in net loss and comprehensive loss for the year ended December 31, 2014 were as follows:





·
Salaries and benefits increased by $2.04 million due to certain one-time costs being incurred in the current year.  The Company also added administrative staff during the year required to support ongoing operations which also contributed to the increase.





·
The Company experienced a fair value loss in the current period of $0.31 million relating to movement in the fair value of the recently completed Gold Stream Facility. The Company is required to record this liability at fair value at the end of each reporting period and changes in forecasted gold prices, interest rates, and accretion will cause fair value adjustments. No such gain or loss was recognized in the prior year as the facility was entered into during the first quarter of 2014.





·
Consulting and professional fees increased by $1.36 million due to professional and advisory fees incurred in connection with the Gold Stream Facility, partially offset by a decline in external legal fees incurred in the year.





·
General and administrative costs increased by $0.39 million in the year due to an increase in office expenses required to support the Company’s increased operations.





·
Foreign exchange loss increased by $0.62 million in the current year due to movement in the Canadian / US dollar exchange rate and its effect on the Company’s Gold Stream Liability which will be settled with gold denominated in US dollars and on US dollar denominated cash and cash equivalents held by the Company.





·
Impairment of marketable securities decreased by $0.42 million in the current year as several impairments recorded in the prior year as a result of a decline in market values of securities did not reoccur this year.





·
Deferred income tax recovery increased by $0.92 million due to reversal of the flow-through share premium liability in the current year.






-12-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)


·
Other comprehensive income increased by $0.18 million on fair value adjustment of available for sale financial instruments reflecting an increase in the market value of investments in the year.





FOURTH QUARTER





For the three month period ended December 31, 2014, the Company had a net loss of $2.84 million and a net loss per share of $0.01 compared to a net loss of $2.08 million and a net loss per share of $0.01 in the three months ended December 31, 2013, an increased loss of $0.76 million. Other comprehensive loss for the three month period ended December 31, 2014 was $0.04 million compared to other comprehensive income of $0.10 million for the prior year comparative period, a decrease of $0.14 million. Comprehensive loss for the three months ended December 31, 2014 was $2.88 million compared to comprehensive loss of $1.98 million for the prior year comparative period, an increased comprehensive loss of $0.9 million.





Significant factors in line items that caused the increase in net loss for the three months ended December 31, 2014 were as follows:




·
Salaries and benefits increased by $1.44 million as a result of increase in administrative staff and a one-time payment made in the current year that was not duplicated in the prior period.





·
The Company experienced a fair value gain in the current period of $0.25 million relating to movement in the fair value of the Gold Stream Facility. The Company is required to record this liability at fair value at the end of each reporting period and changes in forecasted gold prices, interest rates, and accretion will cause fair value adjustments. No such gain or loss was recognized in the comparable period of the prior year as the Facility was entered into during the first quarter of 2014.





·
There was a decrease in share based compensation of $0.45 million in the current period due to an increase in the vesting period of options granted in the current year.





·
Foreign exchange losses increased by $0.55 million in the current period as a result of the effect of movement of the Canadian / US dollar exchange rate on the Company’s US dollar denominated Gold Stream Facility liability and US dollar denominated cash and cash equivalents.





·
Deferred income tax recovery increased by $0.90 million due to reversal of the flow-through share premium liability in the current year quarter.








USE OF PROCEEDS FROM FINANCINGS





Planned Use of Proceeds as Previously Disclosed
Actual Use of Proceeds to December 31, 2014February 29, 2012 Public Offering$192.0 million net proceeds: $181.0 million for development of the Phoenix Gold project and $11.0 million for exploration and general working capital.
As of December 31, 2014 all funds have been committed from this offering.March 12, 2014 Public Offering$107.4 million in net proceeds; $93.4 million to be used for development of the Phoenix Gold Project and $14.0 million for exploration and general working capital.
$92.5 million from this offering has been committed for the development of the Phoenix Gold Project to December 31, 2014 and $1.0 million has been committed for exploration and general working capital.July 23, 2014 Flow-Through Offering$11.3 million in net proceeds to be used to incur CEE expenses in connection with the Phoenix Gold Project.
As of December 31, 2014 all funds have been committed from this offering.
  -13-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)
  SUMMARY OF QUARTERLY RESULTS (unaudited)





The following results are based on IFRS in Canadian dollars.





2014

Fourth

Quarter


2014

Third

Quarter


2014

Second

Quarter


2014

First

Quarter


2013

Fourth

Quarter


2013

Third

Quarter


2013

Second

Quarter


2013

First

Quarter$


$


$


$


$


$


$


$Interest and other income


352



505



575



235



299



371



506



586(Gain) loss on sale of investments


-



-



-



-



-



(2
)


-



7Net loss


2,836



1,052



2,959



4,308



2,081



3,038



1,450



1,613Basic and fully diluted net loss per share


0.01



0.00



0.01



0.01



0.01



0.01



0.01



0.01





Annual totals in the table may differ slightly from annual reported amounts due to rounding.





Overall, quarterly losses should tend to increase due to increased office administration costs to support an expanding exploration and development program. Other factors generally causing significant variations in results between quarters include share-based compensation, fair value adjustments on the gold stream facility, foreign exchange gains and losses, gain or loss on sale of investments and mineral property option payments received in excess of property costs. These other factors do not have identifiable trends.





FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES





The Company had working capital of $82.8 million at December 31, 2014 compared to $58.5 million at December 31, 2013. Working capital increased in the current year by $24.3 million, primarily due to partial proceeds received from the Gold Stream Facility, an equity financing during the first quarter, and a flow through share offering completed in the third quarter, partially offset by development expenditures and other costs incurred during the year. As noted under the Corporate Developments heading, the Company has received US$62.6 million of the gold stream deposit as of December 31, 2014, and received the remaining US$12.4 million on February 23, 2015.





In order to ensure adequate working capital during for ramp-up period, potential delays and cost overruns the Company will seek approximately $50 million of additional funding prior to the start of potential commercial production.  On March 18, 2015, the Company announced a bought deal flow-through equity financing for C$25.1 million, with an underwriters option exercisable up to 48 hours prior to the closing of the offering to increase the financing by $5.1 million (resulting in aggregate gross proceeds of up to $30.2 million).  The financing is scheduled to close on or around April 9, 2015 (seeSubsequent Eventsfor further details).  Rubicon is in discussions with various parties to secure the balance of the additional funding required.





-14-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)








As of February 28, 2015, the capital cost estimate to projected initial production is approximately $44.1 million, on a go-forward basis.





CASH FLOWS





Year ended December 31, 2014 compared to the year ended December 31, 2013





For the year ended December 31, 2014, the Company had net cash inflows of $52.3 million compared to net cash inflows of $17.0 million in the year ended December 31, 2013, an increase in inflows of $35.3 million. Increases in spending at the Phoenix gold project and reduction in proceeds from temporary investments were offset by the Company’s issuance of units, flow through shares and proceeds from the gold stream facility during the current year.





Operating Activities





Net cash used in operating activities was $7.8 million for the year ended December 31, 2014 compared with net cash used in operating activities $6.6 million for the prior year comparative period representing a increase of net cash outflow of $1.2 million. The increase in cash used in operations results from significant cash consulting costs related to finalizing the gold stream facility in the current year.





Investing Activities





$130.4 million of net cash was used in investing activities for the year ended December 31, 2014 compared with net cash generated from investing activities of $22.7 million for the year ended December 31, 2013, a difference between periods of $153.1 million. The change was due in part, to an increase in expenditures related to the construction of the Phoenix Gold Project in the current year. Additionally, only $10.0 million of temporary investments matured in the current year compared to $109.5 million that matured during the year ended December 31, 2013.





Financing Activities





Financing activities generated $188.3 million of cash in the year ended December 31, 2014 as the Company closed a unit issue for proceeds of $107.3 million, a stream financing for gross proceeds of US $75.0 million of which $69.9 million has been received in the current year and a flow-through share offering for net proceeds of $11.3 million. Proceeds from financing in the prior year were $1.2 million related to exercise of stock options.





FINANCIAL INSTRUMENTS





The Company’s financial instrument policies and fair values by category are described in Notes 2, 5 and 15 to the financial statements. Overall, the Company’s most significant risk exposure relates to its cash and short-term cash investment balances and Gold Stream Facility.





The Company’s paramount concern with respect to cash and short-term cash investment balances is preservation of capital and therefore, during the period, authorized investments were restricted to instruments guaranteed by the Government of Canada or a Province of Canada or high-grade money market instruments guaranteed by any of the five largest Canadian banks.






-15-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)
 
 The Company entered into a Gold Stream Facility during the year as described herein under the section “Significant accounting judgments and sources of estimation uncertainty”. Calculation of the Gold Stream Facility fair value is subject to risks and uncertainties related to variables contained in the Company’s valuation model. Management seeks to mitigate these risks in consideration of experience, internal and external sources of information and expectations of future events that management believes to be reasonable in the circumstances.





OFF-BALANCE SHEET ARRANGEMENTS





The Company does not have any off-balance sheet arrangements, other than the future receipts and obligations expected from the Gold Stream Facility outlined in Note 15 to the Financial Statements.




PROVISION FOR CLOSURE AND RECLAMATION





The Company has an obligation to close and rehabilitate the Phoenix Gold Project site upon its abandonment.





As of December 31, 2014, the Company has deposited a total of $3.4 million (2013 - $3.1 million) with the Ontario Ministry of Northern Development and Mines (“MNDM”) as assurance for closure costs of current disturbances.





The estimated closure costs of the Phoenix Gold project based on the year-end condition of the site were inflation adjusted to the estimated date of site remediation, which is 15 years from December 31, 2014, and then discounted back to the year-end using an estimate of the risk-free rate of 2.15%. The provision for closure and reclamation decreased to the current value of the future liability, amounting to $2.3 million (2013 - $2.8 million)with the decrease, after accretion of the discount of the prior estimate, deducted from exploration and evaluation assets.






-16-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)
 
 COMMITMENTS AND CAPITAL LEASE OBLIGATIONS


At December 31, 2014, the Company has the following contractual, capital and operating lease and rental commitments:





Payments due by periodContractual Obligations
Total
Less than

1 year
1-3

Years
3-5
years
More
than 5
yearsLong-Term Debt Obligations
Nil
Nil
Nil
Nil
NilGold Stream Facility (1)
$72,937
Nil
Nil
Nil
$72,937Capital (Finance) Lease Obligations
$3,571
$682
$2,889
Nil
NilLease and Rental Obligations
$285
$181
$104
Nil
NilPurchase Obligations
$25,771
$24,539
$1,232
Nil
NilOther Long-Term Contractual Obligations reflected on the Company’s Balance Sheet under the primary financial statements
Nil
Nil
Nil
Nil
NilTOTAL
$102,564
$25,402
$4,225
Nil
$72,937


(1)Subject to change see “Gold Stream Facility with Royal Gold Inc.” within the Corporate Developments heading for further discussion of this obligation.





The Company is required to make certain cash payments and incur exploration costs to maintain its mineral properties in good standing. These payments and costs are at the Company’s discretion and are based upon available financial resources and the exploration merits of the mineral properties which are evaluated on a periodic basis.




CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES





The Company’s accounting policies are described in detail in Note 2 of the December 31, 2014 annual consolidated financial statements. The Company considers the following judgments and estimates to be most critical in understanding its financial results:





Significant accounting judgments and sources of estimation uncertainty





The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts and the valuation of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the period reported. Management uses its best estimates for these purposes, based on assumptions that it believes reflect the most probable set of economic conditions and planned courses of action. Estimates of the future price of gold pose a significant risk to the valuation of the Phoenix Gold Project and the impairment review of carrying values as described below.




-17-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)
 
 Impairment of Non-Current Non-Financial Assets





The Company reviews and evaluates the carrying value of each of its non-current non-financial assets for impairment when events or changes in circumstances indicate that the carrying amounts of the related asset may not be recoverable. The identification of such events or changes and the performance of the assessment requires significant judgment. Furthermore, management’s estimates of many of the factors relevant to completing this assessment, including commodity prices, foreign currency exchange rates, mineral resources, and operating, capital and reclamation costs, are subject to risks and uncertainties that may affect the determination of the recoverability of the carrying amounts of its non-current non-financial assets.





The determination of fair value and value in use requires management to make estimates and assumptions about expected production and sales volumes, gold prices, mine plan estimates, operating costs, mine closure and restoration costs, future capital expenditures and appropriate discount rates for future cash flows. The estimates and assumptions are subject to risk and uncertainty and, as such, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the statement of income.





As at December 31, 2014, management of the Company determined that the volatile price of gold, escalating costs in the industry and the Company’s depressed share price had not resulted in a market capitalization below the carrying amount of the Company’s net assets indicating that the assets were not impaired. Although the result of this test did not indicate impairment, the Company completed an impairment assessment for the Phoenix Gold Project that included an estimate of the Project’s value in use.





Key assumptions incorporated in the impairment model included the following:





·
Long term gold price: US$1,285/oz.


·
Life of Mine gold head grade: 8.06 grams/tonne


·
Life of Mine average operating costs: $154 /tonne ore milled


·
Canadian / US dollar exchange rate:  1.05


·
Production volume and recoveries as indicated in the Company’s Technical Report filed on SEDAR February 28, 2014


·
Discount rate: 5%





Management’s impairment assessment did not result in the identification of an impairment loss as of December 31, 2014. Although management believes the estimates applied in these impairment assessments are reasonable, such estimates are subject to significant uncertainties and judgments. Sensitivities to changes in gold price, grade, and estimated operating costs, that differ from current projections, and increases to estimated capital costs might trigger an impairment that could be material.





Financial liabilities at fair value through profit and loss





As discussed in Note 15 to the Financial Statements - Gold Stream Facility, the Company entered into a Gold Stream Facility with Royal Gold on February 10, 2014. The Company has reviewed the terms of the agreement and determined that IAS 39 Financial Instruments: Recognition and Measurement is the applicable standard under which the accounting for the agreement should be evaluated. In accordance with this standard, the Company has concluded that the agreement represents an embedded derivative within a host debt instrument (purchase and sale agreement for gold). As the entire hybrid contract meets the criteria for treatment as a financial liability through profit and loss, the Company has designated it as such with initial and subsequent





-18-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)




measurement at fair value. Transaction costs directly attributable to the Gold Stream Facility are expensed through profit and loss as incurred.





Fair value of the Gold Stream Facility on initial recognition is determined by the amount of the cash advance received. Subsequent fair value is calculated on each reporting date with gains and losses recorded in profit and loss as fair value and foreign exchange adjustments. Components of the adjustment to fair value at each reporting date include:





·
Accretion expense due to passage of time


·
Change due to movement in USD/CAD exchange rate as the liability is incurred in USD


·
Change in the risk free interest rate


·
Change in the Company specific credit spread


·
Change in any expected gold ounces to be delivered


·
Change in forward gold price forecast





Estimates and assumptions underlying the fair value calculations are reviewed on an ongoing basis in consideration of experience, internal and external sources of information and expectations of future events that management believes to be reasonable in the circumstances.





Flow-Through Common Shares





Periodically, the Company finances a portion of its exploration and development activities through the issuance of flow-through common shares whereby the tax benefits of the eligible resource expenditures incurred are renounced to investors in accordance with tax legislation. The proceeds from issuing flow-through shares are allocated between the offering of shares and the sale of tax benefits. The allocation is based on the difference (“premium”) between the fair value of the Company’s existing shares and the amount the investor pays for the actual flow-through shares. A liability is recognized for the premium and is reversed and recognized as an income tax recovery as the related resource expenditures are incurred and the tax effect of the temporary differences is recorded. The net difference between the liability and the value of the tax assets renounced is reported as deferred tax expense.





CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION





The Company has adopted the following new and revised standards, along with any consequential amendments, effective January 1, 2014. These Changes were made in accordance with the applicable transitional provisions:





Amendment to IAS 32 “Financial Instruments: Presentation”, clarifies some of the requirement for offsetting financial assets and financial liabilities on the Balance Sheet. Implementation of this standard did not have any impact on the Company’s consolidated financial statements.





Amendment to IAS 36 “Impairment of Assets”, addresses the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. Implementation of this standard did not have any impact on the Company’s consolidated financial statements.





FUTURE ACCOUNTING CHANGES





The Company has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for accounting periods beginning on or after January 1, 2015 or later periods.





Effective for accounting periods beginning on or after January 1, 2015:




-19-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)





IFRS 15, “Revenue from Contracts with Customers”





In May 2014, the IASB and the Financial Accounting Standards Board (“FASB”) completed its joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for IFRS and United States Generally Accepted Accounting Principles (“US GAAP”). As a result of the joint project, the IASB issued IFRS 15, Revenue from Contracts with Customers (“IFRS 15”). IFRS 15 establishes principles to address the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.





IFRS 15 will be effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. We are currently assessing the effect of this standard on our financial statements.





IFRS 9, “Financial Instruments”





The IASB issued its completed version of IFRS 9, Financial Instruments (“IFRS 9”) in July 2014. The completed standard provides revised guidance on the classification and measurement of financial assets. It also introduces a new expected credit loss model for calculating impairment for financial assets. The new hedging guidance that was issued in November 2013 is incorporated into this new final standard.





This final version of IFRS 9 will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. We are currently assessing the effect of this standard on our financial statements.





OUTSTANDING SHARE DATA





As at March 27, 2015, the Company had the following common shares and stock options outstanding:





Common shares


370,539,244RSUs(2)


506,767PSUs(2)


1,480,263Stock options(1)


17,733,947Fully diluted share capital


390,260,221


(1) Each Option entitles the holder to acquire one Common Share.


(2)Each RSU and PSU entitles the holder to one Common Share. The RSUs and PSUs have been issued pursuant to the long-term incentive plan, which was approved by the Board on March 18, 2015, but is still subject to TSX and shareholder approval.




INTERNAL CONTROL OVER FINANCIAL REPORTING









CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2014  that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.




-20-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)
 
 ADDITIONAL INFORMATION





Additional information on the Company, including the AIF and other public filings, are available on SEDAR at www.sedar.com.





FORWARD-LOOKING STATEMENTS




FORWARD-LOOKING STATEMENTS AND OTHER CAUTIONARY INFORMATION




This MD&Acontains statements that constitute “forward-looking statements” and “forward looking information” (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation. Forward-looking statements include, but are not limited to statements regarding potential production being achieved in mid-2015, the Company’s plans in respect of its construction, development and outlook for the Phoenix Gold Project and the Company’s expectations in respect of the continuity, mineralization and grade of its deposits.




Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and represent management’s best judgment based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others, that: the demand for gold and base metal deposits will develop as anticipated; the price of gold will remain at levels that will render the Phoenix Gold Project economic; operating and capital plans will not be disrupted by operational issues, power supply, labour disturbances, or adverse weather conditions; Rubicon will meet its estimated timeline for the development of the Phoenix Gold Project; Rubicon will continue to have the ability to attract and retain skilled staff; the mineral resource estimate as disclosed in the Preliminary Economic Assessment with an effective date of June 25, 2013 and with an issue date of February 28, 2014 (the “PEA”) will be realized; and there are no material unanticipated variations in the cost of energy or supplies, or in the pre-production capital and operating cost estimate as disclosed in the PEA.





Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rubicon to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of reclamation activities; conclusions of future economic evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other risks of the mining industry; delays and other risks related to construction activities and operations; timing and receipt of regulatory approvals of operations; the ability of Rubicon and other relevant parties to satisfy regulatory requirements; the availability of financing for proposed transactions, programs and working capital requirements on reasonable terms; the ability of third-party service providers to deliver services on reasonable





-21-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)





terms and in a timely manner; market conditions and general business, economic, competitive, political and social conditions.





The PEA is preliminary in nature as it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The quantity and grade of reported inferred resources referred to in the PEA are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource category.





It is important to note that the information provided in this MD&A is preliminary in nature. There is no certainty that a potential mine will be realized. A mine production decision that is not based on a feasibility study demonstrating economic and technical viability does not provide adequate disclosure of the increased uncertainty and specific risks of failure associated with such a production decision.





Forward-looking statements contained herein are made as of the date of this MD&A and Rubicon disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.




Cautionary Note to U.S. Readers Regarding Estimates of Indicated and Inferred Resources





This MD&Auses the terms “measured” and “indicated” mineral resources and “inferred” mineral resources. The Company advises U.S. investors that while these terms are recognized and required by Canadian securities administrators, they are not recognized by the SEC. The estimation of “measured” and “inferred” mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. The estimation of “inferred” resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. It cannot be assumed that all or any part of a “measured”, “inferred” or “indicated” mineral resource will ever be upgraded to a higher category.





Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. The SEC normally only permits issuers to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measures. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that any part or all of a “measured”, “indicated” or “inferred” mineral resource exists or is economically or legally mineable. Information concerning descriptions of mineralization and resources contained herein may not be comparable





-22-
 RUBICON MINERALS CORPORATION – MD&A – December 31, 2014
 (in Canadian dollars, tabular dollar amounts in thousands, except per share)





to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.





Mineral Resources





Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. The inclusion of inferred mineral resources are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves. The mineral resources in this press release were reported using CIM Standards.





Qualified Persons





The content of this MD&Ahas been read and approved by Daniel Labine, P.Eng., Vice President, Operations,, Howard Bird, P.Geo., Vice-President, Exploration, and Mark Ross, B.Sc., P.Geo., Chief Mine Geologist. All are Qualified Persons as defined by NI 43-101.





APPROVAL





The Board of Directors has approved the disclosure contained in this MD&A.











-23-