RUBICON
      MINERALS CORPORATION





Management’s
      Discussion & Analysis





For
      the Year Ended December 31, 2008






Suite
      1540 – 800 West Pender Street, Vancouver  BC V6C 2V6


Tel:
      604.623.3333   Toll free:
      1.866.365.4706   Fax:  604.623.3355   E-mail:
      rubicon@rubiconminerals.com


www.rubiconminerals.com







INTRODUCTION




This
      Management Discussion and Analysis (“MD&A”) dated March 31, 2009 includes
      financial information from, and should be read in conjunction with, the audited
      consolidated financial statements for the fiscal year ended December 31,
      2008.  Please refer to the cautionary notices at the end of this
      MD&A, especially in regard to forward looking
      statements.   Rubicon Minerals Corporation (the “Company”)
      reports its financial position, results of operations and cash flows in
      accordance with Canadian generally accepted accounting principles (“GAAP”) in
      Canadian dollars.




Rubicon
      Minerals Corporation is a Canadian based mineral exploration-stage company
      that
      explores for commercially viable gold and base metal deposits.  In
      addition, the Company selectively invests in other mineral exploration and
      resource companies which the Company deems to be of merit.




The
      Company’s key assets are in the Red Lake gold camp, in the Province of Ontario.
      In addition, the Company has acquired significant land packages in Alaska,
      USA
      and Nevada, USA.  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 the provinces of British Columbia, Alberta,
      Ontario and Quebec in Canada as well as with the SEC in the United
      States.  The Company’s common shares trade on the TSX in Canada under
      the symbol ‘RMX’ and on the NYSE Amex Exchange in the United States under the
      symbol ‘RBY’.




GENERAL
      HIGHLIGHTS




The
      highlight of 2008 has been the discovery in March, 2008 of the F2 Gold Zone
      at
      the Company’s Phoenix Gold Project. Since that date, the Company has released a
      steady stream of drill results from over 37,000 metres of drilling, which
      display both high gold grades and significant widths.  With a treasury
      of over $28 million in February, the Company was able to embark on an aggressive
      drill program through the year completing over 48,000 metres on the Phoenix
      property. The F2 Gold Zone is a focus for the Company and, during 2008 it
      announced plans, and subsequently received all required permits, to carry out
      an
      advanced exploration program designed to drill the F2 Gold Zone from
      underground.  Recent drilling has continued to expand the gold zone
      which remains open along strike and at depth.




Late
      in
      the year, prices for junior mining stocks collapsed causing severe difficulty
      for many companies in the sector.  Nonetheless, due to the F2 Gold
      Zone discovery, the Company was able to close a $10.2 million common share
      and
      flow-through share financing in November, 2008 at $1.10 per common share and
      $1.30 per flow-through share.  In March of 2009, on the heels of
      further good drill results, the Company raised another $40 million dollars
      in a
      bought deal private placement priced at $1.60 per share.




The
      credit crisis reduced the Company’s ongoing cash investment returns and caused
      some write-downs in share investments but neither effect will have a significant
      impact on the Company’s exploration plans.




EXPLORATION
      HIGHLIGHTS




Red
      Lake
      Exploration




100%
      Controlled
      Projects




Phoenix
      Gold Project


Rubicon
      holds a 100% interest in the Phoenix Gold Project held as 25 Licenses of
      Occupation, one Mining Lease, and 16 Patented Claims that cover approximately
      505.43 contiguous hectares, subject to paying certain advance annual royalty
      payments and a net smelter royalty on any future production from the
      property.  The Phoenix Gold Project is underlain by a NNE-trending,
      west-dipping belt of deformed and intermixed metasediments, basaltic volcanics
      and ultramafic rocks which define the “East Bay Trend”.  The rocks are
      Archean in age and part of the Balmer Sequence. A strong NNE trending structural
      fabric through the area, which is considered part of the East Bay Deformation
      Zone (EBDZ) is variably affected by later, NW-SE trending cross cutting regional
      structures.




2008
      Exploration




Drilling


As
      of
      December 31, 2008, the Company has drilled a total of 48,471 metres, during
      the
      year, on the Phoenix property. The majority of this drilling was focused on
      the
      newly discovered “F2 Gold Zone” announced March 12, 2008.




Mineralization
      within the F2 Zone occurs near a major ultramafic-mafic structural setting
      which
      is considered analogous to major deposits in the Red Lake gold district. The
      F2
      Zone is currently drilled to 1101 metres below surface and remains open at
      depth. The zone is located approximately 450 metres south east of the existing
      exploration shaft (142 metre-deep, currently being dewatered) from which it
      is
      planned to facilitate underground access to more effectively drill the F2 Gold
      Zone. Gold in the F2 Zone is best developed within mafic volcanics as multiple
      and complex quartz veins, breccias and silica replacement zones that typically
      contain visible gold and trace to 3% sulphides. Results to date indicate that
      sub-parallel, high-grade gold lenses or shoots are developed within a robust
      gold-bearing structure that also hosts thick, lower grade intervals. The overall
      mineralized envelope suggests a steep plunge to the northwest. These
      interpretations are preliminary in nature and relationships between the various
      styles of mineralization are complex. Additional drilling is required to gain
      a
      better understanding of gold distribution, geometry and controls on
      mineralization within the F2 Zone.




Since
      discovering the F2 zone in late February, 2008, significant gold mineralization
      has now been intersected over a vertical distance of 3,612 feet (1,101 metres)
      and over an interpreted strike length of 1,903 feet (580 metres).  The
      reader is referred to the Company’s news releases and its website for more
      information.  Drilling is on-going and complete assays are pending.
      Currently, exploration is being carried out by two drill rigs from the ice
      of
      East Bay. Typically, such ice base drilling is usually concluded by the end
      of
      March due to the impending spring ice ‘break-up’.




A
      new
      43-101 technical report focused on the exploration results from the F2 Gold
      Zone
      was filed in January, 2009. Following the $40MM financing in March, 2009, we
      will be evaluating ways to expand and increase exploration of the F2 Gold Zone
      which may require an updated 43-101 report to include an expanded program and
      budget.





Permitting
      Summary




Rubicon
      has now received all of the necessary permits to commence the previously
      reported Phase I dewatering and shaft rehabilitation. The dewatering which
      is
      currently underway is estimated to be completed in early April,
      2009.  In addition, Rubicon submitted a Closure Plan to the Government
      of Ontario to allow underground exploration which was accepted for filing in
      February of 2009.  Rubicon plans to extend the existing three
      compartment shaft by approximately 200 metres and is currently evaluating ways
      to best advance its underground drilling programs in light of its March 5,
      $40MM
      financing.




Rubicon
      is required to comply with all permits in hand which includes the obligation
      to
      continue to consult with local communities, including first
      nations.




Other
      Red
      Lake projects


Rubicon’s
      strategy in Red Lake is predicated on its control of major ultramafic trends
      in
      this important gold-producing district. Ultramafic units are important because
      there is a close empirical relationship in Red Lake between ultramafic rocks
      and
      gold deposits as detailed in numerous public domain articles and publications.
      As such, all of Rubicon’s current land holdings in Red Lake projects are
      considered strategic to our plans. While the current focus of the Company is
      on
      exploration at its Phoenix project, high geological potential and numerous
      gold
      zones are known to exist elsewhere on the Company’s regional land holdings.
      These provide an important and unique pipeline of future exploration projects
      in
      Red Lake for the Company.


Total
      drilling on the Company’s Red Lake Projects is outlined on Table 1
      below:




Table
      1




Projects
            MetresTotal
                Red Lake
            51,922Phoenix
                Project
            48,772F2
                Zone
            37,561




Adams
      Lake
      Property




The
      Adams
      Lake property comprises 35 unpatented mining claims (235 units) located
      approximately 5 kilometres east of the Red Lake mine complex. Titan 24
      geophysical surveys define large structures extending to depth that are thought
      to be similar to structures which host gold mineralization elsewhere in this
      prolific gold district. The Company conducted a two-hole reconnaissance program
      at Adams Lake. The drilling confirmed the presence of prospective Balmer rocks
      and validated the Titan 24 survey in the area below iron formation located
      close
      to the Balmer formation contact.  The Company believes these results
      confirm the presence of prospective units in a major fold closure at Adams
      Lake.
      Due to the focus on the Phoenix project, drilling at Adams Lake was curtailed
      to
      allow maximum resources to be directed to the F2 discovery.




East
      Bay
      Property




The
      Company has a 100% vested interest (as of January 30, 2007) in 25 unpatented
      mining claims (44 units: Herbert Option and Seargeant Option).  The
      project occupies four-kilometres of strike length of the East Bay Trend,
      immediately adjacent to, and on strike with, the GAZ zone (an inferred resource
      of 1.4 million tonnes grading 8.0 g/t gold controlled by Goldcorp/Premier Gold
      Source: Premier Gold News Releases). The East Bay claims are underlain by the
      East Bay ultramafic body, an important unit associated with gold elsewhere
      along
      the trend, including at Rubicon's Phoenix Gold Project. Although considered
      strategic and a priority target, plans for East Bay have been postponed to
      allow
      maximum resources to be directed to the Phoenix project.




DMC
      Property




The
      DMC
      property comprises 41 contiguous unpatented mining claims (263 units) located
      7.5 kilometres northwest of the Red Lake mine complex and covers over 17
      kilometres strike length of the northeast-trending Red Lake Greenstone
      belt.  The property was subject to an option agreement with
      Agnico-Eagle Mines Ltd. (Agnico) at the beginning of 2008, but was returned
      100%
      to the Company during February. The property is considered strategic to the
      Company.The Company
      plans to conduct a Titan 24 geophysical survey covering the core of the DMC
      property before the end of April, 2009. This survey technique has the potential
      to provide targeting information from surface to up to one kilometer below
      surface. At the Company’s Phoenix project, similar Titan 24 surveys have been
      able to identify the F2 Zone mineralized sequence. Rubicon views Titans 24
      as a
      potentially useful tool to identify new targets beyond the Phoenix project
      itself.




Humlin
      Property




The
      Company had optioned a 55% interest in 19 unpatented mining claims (216 units)
      known as the Humlin Project located in Fairlie Township to Solitaire Minerals
      Corporation (“Solitaire”). During 2008 Solitaire funded a soil sampling survey
      on claims immediately adjacent to Goldcorp’s North Madsen property and northwest
      of Claude Resources’ Madsen property. Solitaire was not able to meet the
      required $400,000 option terms in 2008 and Rubicon subsequently re-acquired 100%
      of the property in February 2008. The property is subject to an underlying
      NSR
      of between 1.75% and 2.0%.


Partnered
      Projects




McCuaig
      JV
      Property




The
      McCuaig Property comprises three unpatented mining claims (10 claim units)
      seven
      kilometers northwest of the Red Lake mine complex and is a Joint Venture between
      Rubicon Minerals Corp. (60%) and Golden Tag Resources (40%). The property is
      strategically located in the heart of the Red Lake gold camp and is underlain
      in
      part by the Balmer stratigraphy of the Red Lake Greenstone Belt. The geological
      setting is considered to be analogous to the Bruce Channel mineralization
      previously being explored on the adjacent Gold Eagle Mines property (now
      controlled by Goldcorp Inc.) and to the setting of the major gold deposits
      of
      the camp hence is well located for future exploration. Notwithstanding the
      foregoing, the Company’s focus at the Phoenix project meant that no work was
      carried out in 2008. However, the location and geological environment on the
      property makes this a strategic project for Rubicon.




Red
      Lake North
      Property




The
      Company has optioned a 55% interest in 47 unpatented mining claims (329 units)
      known as the Red Lake North Project located in Bateman, Black Bear, Coli Lake
      and McDonough Townships to Solitaire Minerals Corporation
      (“Solitaire”).  Solitaire is required to spend $751,000 by May 1, 2010
      in order to maintain its option in good standing at which time, it will have
      vested as to a 60% interest in the project. The main focus of exploration on
      the
      property is in the area referred to as the Sidace Area claims.




Sidace
      area claims:


This
      area
      of the property is situated adjacent to the Main Discovery Zone (MDZ) located
      on
      the adjacent Goldcorp/Planet Exploration Inc. property (see Planet Exploration’s
      news releases). The style of mineralization reported on the adjacent property
      is
      consistent with locally thick gold zones developed within folded quartz-sericite
      schist which are reported to exhibit an increase in both gold grade and
      thickness with depth.  In early 2008 a drill hole completed to a depth
      of 2269 metres to test the down-dip extension of the MDZ. Assays returned from
      a
      50.4 metre section of sericite-bearing schist indicate a thick section of
      elevated gold (0.74 g/t over 36.1 metres) including 3.42 g/t gold over 4.6
      metres and individual assays up to 7.7 g/t gold over 1.0 metre. This
      stratigraphy is interpreted to be the equivalent of the stratigraphy host to
      the
      MDZ on adjacent claims. Partner Solitaire has elected not to drill a recommended
      follow-up deep drill hole at Sidace but it has met its expenditure commitment
      for 2008.





Westend
      Property





During
      the year, the Company optioned a 60% interest in 23 unpatented mining claims
      (87
      units) known as the Westend Project located in Ball Township to Halo Resources
      Ltd. (“Halo”).  Under terms of the Letter Agreement dated July 10,
      2008, Halo must incur $1,000,000 in expenditures on the property over four
      years
      including $75,000 firm in Year 1 (completed), make a an initial cash payment
      of
      $20,000 (completed) and issue to the Company 50,000 shares of Halo (completed)
      to earn a 60% interest in the property.  The property is subject to a
      NSR of 1.0% on four of the claims in the Agreement.





Slate
      Bay
      Property





The
      Company has a 100% interest in 28 unpatented mining claims (146 units) located
      in McDonough and Graves Township.  The Company’s 100% interest is
      subject to a 1.75 - 2.0% NSR royalty.  Approximately $500,000 in
      exploration work has been completed since 2001.





Slate
      Bay, located in the core of Red Lake, is a large property with extensive
      gold-bearing highly prospective Balmer stratigraphy – which includes key
      mafic-ultramafic contacts in proximity to a regional scal angular
      uncomformity.  The setting is analogous to that at the producing mines
      in the camp, which collectively contain >20 million ounces of
      gold.  Recent exploration has advanced the Slate Bay property to a new
      level of drill-readiness, and has provided a $500,000 dataset with which to
      plan
      future exploration programs.  A minimum 10-hole (2500 m) drill program
      is recommended for the Slate Bay property.





English
      Royalty
      Division





The
      English Royalty Division refers to Rubicon’s active program of acquiring mineral
      properties for the purpose of optioning out to other mining exploration
      companies.  As such, it provides the Company with an ongoing revenue
      stream of cash and shares and a residual royalty position in all the properties
      acquired.





During
      the year ended December 31, 2008, the Company finalized 9 new property
      agreements and spent $153,847 on acquisition and maintenance costs and recovered
      $712,523 in cash and shares.





Qualified
      Person





The
      2008
      exploration work in Red Lake is supervised by Terry Bursey, P.Geo., the
      QualifiedPerson under the definition of NI 43-101. Assays were conducted on
      sawn
      NQ-sized half core sections. Further drilling is required before the true widths
      of reported intercepts can be determined. The saw blade is routinely cleaned
      between samples when visible gold is noted during logging and sampling of the
      drill core. Assays were conducted by SGS Minerals Services using standard fire
      assay on a 30 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.  Gold standards were prepared by CDN Resource
      Laboratories Ltd. Work programs are supervised by Terry Bursey, P.Geo. the
      project Qualified Person under the definition of NI 43-101.




ALASKA
      EXPLORATION




During
      2007, the Company announced the closing of the McEwen transaction which included
      the acquisition of a 512,960 acre land package in Alaska, southeast of
      Fairbanks. The lands surround the Pogo Gold Deposit, which has reported reserves
      of 3.62 million ounce gold (7.7 million tons grading 0.47 opt as of 12/31/05
      (7.0 million tonnes @ 16.12 gpt)) owned by Sumitomo Minerals (60%) and
      Teck-Cominco (40%) – see www.teckcominco.com for further details of the deposit.
      Approximately 2/3 of the package is 100% owned by Rubicon (New Horizon Claims)
      and the other 1/3 consists of lands subject to an option agreement with Rimfire
      Minerals Corporation that allows the Company to earn up to a 75% interest (see
      website www.rubiconminerals.com for property map). The exploration targets
      are
      high- grade gold deposits of the Pogo type. The Pogo deposit has a distinctive
      geochemical expression (gold, bismuth, arsenic) and was discovered as a result
      of drill-testing stream silt anomalies and a multi element soil
      anomaly.




Exploration
      during the Year




Pursuant
      to its obligations under the McEwen agreement, Rubicon carried out a US$1.5MM
      exploration program on it land holdings, located in the Pogo area of Alaska.
      This includes US$750,000 on claims under options from Rimfire Minerals
      Corporation. The Alaska claims are at an early stage of exploration and
      accordingly, work has focused on mapping and prospecting of this large area
      to
      identify and prioritize targets going forward. The program also included a
      minor
      diamond drilling program testing priority areas. Prospecting of the ER claims,
      under option from Rimfire, led to the discovery of intermittently exposed
      sub-cropping surface mineralization hosted by quartz rich breccias and elevated
      gold mineralization, however subsequent drilling failed to return significant
      gold values.


During
      the current year, Rubicon spent $2.0 million in Alaska to bring its total
      exploration expenditures in Alaska in 2007 and 2008 up to $4.5 million. 
This completes the Company’s commitment, as required under the McEwen
      transaction, for Alaska exploration. Due to the F2 Gold Zone discovery, the
      Company has elected to reduce it 2009-2010 exploration in Alaska but it
      continues to view its holdings as prospective for new high grade gold
      discoveries in the area.





The
      Alaska projects are under the supervision of Curt Freeman, MS., PGeo, Qualified
      Person as defined by NI 43-101.





NEVADA
      EXPLORATION





During
      2007, Rubicon acquired a 225,000 acre land package in Elko County, Northeastern
      Nevada pursuant to the McEwen transaction.  Exploration of this property is
      in the preliminary stage.  Lexam Explorations Inc., a McEwen controlled
      company, from whom the property was acquired, had previously carried out
      approximate US$1 million in exploration.





Pursuant
      to the McEwen acquisition and financing agreements, Rubicon has met the
      requirement of spending $500,000 exploring the property before mid May
      2008.





This
      area
      of Nevada is starting to be subject to more exploration following recent
      discoveries by others in the region. During 2008 Rubicon carried out an
      extensive airborne magnetic and radiometric survey designed to aid in the
      development of target areas. This was supplemented by field mapping, prospecting
      and the completion of a regional stream sampling program and ASTER image
      analysis to aid in target selection. A thorough review of this newly acquired
      information is ongoing and priority targets will be selected for follow-up
      for
      the 2009 field season.





RISKS
      AND UNCERTAINTIES





The
      success of the Company depends upon a number of factors, many of which are
      beyond our control.  Typical risk factors and uncertainties, among
      others, include political risks, financing risks, title risks, commodity prices,
      exchange rate 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, on file at www.sedar.com.





SELECTED
      ANNUAL INFORMATION (based on Canadian GAAP)





Fiscal
                Year ended
            
            2008
            
            
            2007
            
            
            2006Interest
                and miscellaneous income
            
            $
            732,798
            
            
            $
            941,330
            
            
            $
            355,300Gain
                (loss) on sale of investments
            
            $
            (222,491
            )
            
            $
            7,822
            
            
            $
            128,880Net
                income (loss)
            
            $
            494,441
            
            
            $
            (2,216,381
            )
            
            $
            (3,787,920
            )Basic
                and diluted net income (loss) per share
            
            $
            0.00
            
            
            $
            (0.02
            )
            
            $
            (0.05
            )Total
                assets
            
            $
            106,834,083
            
            
            $
            101,017,670
            
            
            $
            31,885,579Total
                long-term financial liabilities (Non-controlling  interest and
                stock compensation)
            
            $Nil
            
            
            $Nil
            
            
            $NilCash
                dividends
            
            $Nil
            
            
            $Nil
            
            
            $Nil




The
      major
      factors that caused significant variations in net loss were the recording of
      tax
      recoveries from the renunciation of exploration expenditures to flow-through
      share holders, gains on sales of investments and the write-down of properties
      based on a periodic review of such properties.  None of these factors
      have identifiable trends. The 2008 increase in income was largely due to the
      $3.3 million in income recorded on the renunciation of exploration expenditures.
      Investment losses in 2008 were part of an industry wide drop in
      values.




OPERATING
      RESULTS




Fiscal
      year ended December 31, 2008 compared to Fiscal year ended December 31,
      2007




For
      the
      fiscal year 2008, the Company earned $0.50 million ($0.00) per share) compared
      to a net loss of $2.2 million ($0.02 per share) incurred in the fiscal year
      2007, a difference from loss to income of $2.7 million. The main factor in
      this
      increase in income was the recording of a recovery of future income taxes of
      $3.3 million in the first quarter, on the renunciation of flow-through share
      expenditures.  Flow-through shares create a future tax liability when
      renounced, as the income tax benefits are given to the investors. Where the
      Company has unrecognized past tax losses these losses can now be set off against
      the liability and the foregone benefit reinstated.




For
      the
      fiscal year 2008, the Company recorded a loss in Other Comprehensive Income
      (“OCI”) of $1.9 million compared to a gain of $0.3 million in the prior year a
      difference of $2.2 million..  Comprehensive loss (the total of the net
      loss or income and the other comprehensive income or loss) for the fiscal year
      2008 was $1.6 million compared to $1.9 million in the prior year comparative
      period, a decrease in comprehensive loss of $0.3 million.




The
      increase in income was due to the net effect of some expense categories
      increasing and some decreasing.  Significant items making up this
      change were as follows:




·
            Investor
                relations expenses were higher by $233,511 due to increased investor
                related activities such as analyst
                tours.


·
            Part
                XII.6 tax on flow-through was higher by $159,279 due to interest
                related
                costs from the November 2007 flow-through
                financing


·
            Professional
                fees were lower by $153,041 due to the prior year’s final plan of
                arrangement (December 2006) costs and legal costs related to the
                McEwen
                agreement of May 2007.


·
            Property
                write-offs were down by
                $224,696 as no properties were dropped
                in
                2008.


·
            Interest
                and other income was lower by $208,532 due to lower interest rates,
                lower
                cash balances from which interest was earned in the current period
                and a
                reduction in other income due to the fall in value of the Paragon
                option
                asset.


·
            Option
                receipts in excess of property costs, which represent amounts received
                from optionees of the Company’s properties was higher by $260,863. This
                line item is now mostly ERD option receipts in excess of acquisition
                costs.


·
            Losses
                on sale of investments were higher by $230,313 as the Company sold
                shares
                mostly received from various optionees through the ERD. Acquisition
                of
                these shares requires minimal cash outlay and the losses are based
                on the
                difference in share price from the date of the receipt of the share
                to the
                share price on the date of the sale of the share. Many shares received
                from optionees have hold periods preventing immediate sale. The losses
                are
                mainly attributable to the overall decline in prices of junior mining
                shares in the period.


·
            The
                future income tax recovery of $3.3 million arose from the renunciation
                of
                flow-through share expenditures and offsetting this liability against
                previously unrecognized tax losses.


·
            Other
                comprehensive loss for the fiscal year 2008 was $1.9 million compared
                to
                other comprehensive income of $0.3 million in 2007. The OCI loss
                in the
                current period was mainly caused by the drop in value of the Company’s
                investments in junior mining stocks.  These losses represent
                unrealized valuation losses.




Fiscal
      year ended December 31, 2007 compared to Fiscal year ended December 31,
      2006




For
      the
      fiscal year 2007, the Company incurred a net loss of $2.2 million ($0.02 per
      share) compared to a net loss of $3.8 million ($0.05 per share) incurred in
      fiscal year 2006, a decrease in net loss of $1.6 million.




For
      the
      fiscal year 2007, the Company recorded other comprehensive income of $341,053,
      compared to nil in the prior year.  Comprehensive loss (the total of
      the net loss and the other comprehensive loss) for the fiscal year 2007 was
      $1.8
      million compared to $3.8 million in the prior year comparative period, a
      decrease in comprehensive loss of $2 million.




The
      decrease in loss was due to the net effect of some expense categories increasing
      and some decreasing.  In general, savings were made from the sharing
      of office resources, accounting and investor relations costs with Paragon
      Minerals Corporation.  Significant items making up this change were as
      follows:




·
            Professional
                fees were higher by $71,762 caused by increased legal fees, SOX evaluation
                fees, and accounting advice and services arising out of the McEwen
                financing issues.


·
            Salary
                expense was higher by $247,399 due to a combination of increased
                staffing
                from the prior year, salary increases and other staff
                issues.


·
            Re-organization
                costs from the December 2006 plan of arrangement were concentrated
                in that
                year and so were $860,748 lower in the current
                period.


·
            Write
                off of mineral properties was lower by $34,127 in the current
                year.  On average, the Company’s portfolio of properties is
                improving in quality.


·
            Interest
                income was higher by $586,030 due to interest earned on money received
                in
                the 10.4 million (net) financing of October 2007 and the $15 million
                dollar McEwen financing of May
                2007.


·
            Option
                receipts in excess of property costs which represent amounts received
                from
                optionees of the Company’s properties was lower by $131,197. This line
                item is now mostly ERD option receipts in excess of acquisition
                costs.  Although gross receipts were higher in 2007, high
                staking costs caused a net reduction in receipts over
                costs.


·
            Gains
                on investment sales were down by $134,502 due to a more aggressive
                policy
                on liquidating small holdings of exploration
                companies.


·
            Loss
                in equity investments was lower by $1,262,939. The lower loss was
                due to
                distribution, in the prior year of the Africo Resources Ltd. investment,
                to shareholders under the December 2006 Plan of Arrangement.  In
                the current year the Company has only recorded its share of losses
                in
                Constantine Metal Resources Ltd. to July 10 which were significantly
                less.  The Company has no equity accounted investments as of
                December 31, 2007.


·
            Future
                income tax recovery was lower by $453,840 because there was no
                renunciation of flow-through share expenditures in the current
                year.


·
            Effective
                January 1, 2007, the Company adopted section 1530 of the CICA handbook
                which introduces new standards for reporting and display of comprehensive
                income. Other comprehensive income for the fiscal year 2007 was $341,053
                (2006 - Nil). The income was the cumulative effect of recognizing
                unrealized gains of $784,505 on the Company’s portfolio of junior mining
                stocks – mostly caused by the recognition of unrealized gains in the value
                of Constantine Metal Resources Ltd on it ceasing to be an equity
                investment.  This gain was offset by unrealized losses of
                $423,600 on re-valuation of the company’s option rights associated with
                Africo Resources Ltd. Africo’s share price dropped significantly in the
                period.  See the discussion under “Changes in Accounting
                Policies and Initial Adoption” for a detailed discussion on the adoption
                of the accounting policy.




SUMMARY
      OF QUARTERLY RESULTS (Based on Canadian GAAP)




Quarter
            
            2008
              Fourth
            
            
            2008
              Third
            
            
            2008
              Second
            
            
            2008
              First
            
            
            2007
              Fourth
            
            
            2007
              Third
            
            
            2007
              Second
            
            
            2007
              First$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Interest
                and other income
            
            
            215,364
            
            
            
            161,382
            
            
            
            67,762
            
            
            
            293,438
            
            
            
            381,017
            
            
            
            218,638
            
            
            
            313,598
            
            
            
            115,975Gain
                (loss) on sale of investments
            
            
            (85,912
            )
            
            
            (111,252
            )
            
            
            7,744
            
            
            
            -
            
            
            
            (165,503
            )
            
            
            (11,687
            )
            
            
            12,500
            
            
            
            37,396Net
                loss (income)
            
            
            844,959
            
            
            
            531,151
            
            
            
            1,080,848
            
            
            
            (2,950,075
            )
            
            
            230,576
            
            
            
            355,458
            
            
            
            441,774
            
            
            
            788,869Basic
                and fully diluted net loss (income) per share
            
            
            0.01
            
            
            
            0.00
            
            
            
            0.01
            
            
            
            (0.02
            )
            
            
            0.01
            
            
            
            0.00
            
            
            
            0.00
            
            
            
            0.01




Overall,
      quarterly losses have increased due to increased administration costs to support
      an expanding exploration program. During early 2007, the costs of the December
      2006 Plan of Arrangement increased expenses significantly.  In the
      first quarter of 2008 a $3.3 million tax recovery was recorded on renunciation
      of flow-through share exploration expenditures. Other factors generally causing
      significant variations include the recording of stock based compensation and
      the
      write-off of abandoned mineral properties.  These other factors do not
      have identifiable trends.




FOURTH
      QUARTER




For
      the 3
      months ended December 31, 2008, the Company had a net loss of $0.84 million
      ($0.01 per share) compared to a net loss of $0.23 million ($0.01 per share)
      incurred in the 3 months ended December 31, 2007, an increase in loss of $.61
      million. The main factor in this increase in loss was the increase in other
      losses caused by declining junior mining stock valuations.  During the
      3 month period, the Company had other comprehensive losses (“OCI”) of $1.75
      million compared to a gain of $1.6 million in the prior year.  This
      also was caused by a severe drop in the value of junior mining shares in the
      recent quarter.




During
      the 4th
      quarter
      the Company closed a $10.2 million financing as described below under
      liquidity.




LIQUIDITY
      AND CAPITAL RESOURCES




Liquidity
      and Capital Resources – December 31, 2008.




The
      Company had working capital of $22.3 million at the 2008 year end compared
      to
      $30.7 million at 2007 year end.  Working capital was lower mainly due
      to exploration expenditures of $16.9 million cash offset by the November 2008
      $10.2 million financing.  Details of the financing are described under
“Financing Cash Flows” below:




Operating
      Cash Flows – Year ended December 31, 2008.




The
      use
      of cash in operations was stable compared to the prior year increasing slightly
      from $1.3 million to $1.4 million.




Investing
      Activities – Year ended December 31, 2008.




The
      reduction in cash used in investing activities from $18 million to $4 million
      is
      mostly accounted for by the net difference of a conversion of short term
      investments of $22 million to cash equivalents and an increase in exploration
      expenditures of $6.9 million.




Financing
      Cash Flows – Year ended December 31, 2008




On
      November 18, 2008, the Company closed a $10.2 million brokered and non-brokered
      private placement issuing 4,870,370 flow-through common shares at a price of
      $1.35 per share and 3,296,300 common shares at a price of $1.10 per share.
      A
      5.5% cash commission was paid to the underwriter on the brokered portion and
      with other costs net proceeds amounted to $9.46 million.




On
      March
      5, 2009, subsequent to the year end, the Company closed a $40,000,000 bought
      deal private placement issuing 25 million common shares at a price of $1.60
      per
      share.  A 5.5% cash commission was paid to the underwriter and after
      other costs, net proceeds amounted to $37.65 million.




Cash
      on
      hand at March 28 was $56.7 million. The Company expects these funds to be
      sufficient to meet its working capital requirements and other requirements
      to
      the end of 2010 irrespective of further financing or exercise of warrants or
      options.




Further
      details of the above financings are available on Sedar in the Company’s material
      change reports of November 10, 2008 and March 5, 2009.




As
      the
      Company currently has no producing mines, it is likely that future equity
      financings will be needed to fund the Company’s longer term
      operations.




FINANCIAL
      INSTRUMENTS




The
      Company’s financial instrument policies are described in note 4 to the financial
      statements.  Note 7 to the financial statements lists the financial
      instrument fair values by category and discusses risk factors and
      exposures.  Overall, the Company’s only significant exposure is its
      cash and short-term cash investment balances.  The Company’s paramount
      concern with these balances is preservation of capital and therefore, during
      the
      year, authorized investments were restricted to instruments of the government
      of
      Canada or the Provinces of Canada.  Prior to the third quarter of
      2008, the Company had invested in major Canadian bank guaranteed instruments.
      The Company has no exposure to asset-backed commercial paper.




OFF-BALANCE
      SHEET ARRANGEMENTS




The
      Company does not have any off-balance sheet arrangements other than those as
      disclosed under commitments in note 17 of the consolidated financial statements
      of the Company.




COMMITMENTS





Pursuant
      to the McEwen agreement, the Company became committed to spend $5 million on
      its
      Red Lake, Ontario properties by May 18, 2008 which was amended to $5.5 during
      the period and this commitment was met.  Pursuant to the same
      agreement, a further Cdn$5 million was committed to the Alaska properties to
      be
      spent by May 18, 2009 which was amended to Cdn$4.5 million during the
      period.  This commitment has been fully met as at December 31,
      2008.  . The Company was required to spend sufficient funds to
      maintain the Rimfire option in good standing to May 18, 2008 and it has done
      so.  In addition, the Company agreed to spend Cdn$500,000 on its
      Nevada properties by May 18, 2008 which was completed within the time
      frame.  There are no further exploration or other future commitments
      outstanding from the McEwen agreement.





At
      December 31, 2008, the Company has $144,295 (2007 - $244,366) in remaining
      lease
      payments for the use of its Vancouver office to September, 2010.





At
      December 31, 2008, the Company is committed to incur $5,730,041 (2007 year
      end –
$9,984,996) in eligible exploration expenditures before December 31, 2009,
      in
      order to complete obligations entered pursuant to flow-through share purchase
      agreements.





The
      Company is required to make certain cash and share option 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.


TRANSACTIONS
      WITH RELATED PARTIES





Legal
      services




David
      Reid is a director of the Company and a partner at the law firm Davis
      LLP.  As of fiscal year 2008, the Company paid legal fees to Davis
      LLP, aggregating to $198,442 (2007 - $729,706).  As at December 31,
      2008, Davis LLP is owed $19,500 (2007 - $nil).  All transactions were
      recorded at their fair value amounts and were incurred in the normal course
      of
      business.




Paragon
      Minerals
      Corporation




Paragon
      Minerals Corporation (“Paragon”) is the spin-off company that acquired Rubicon’s
      Newfoundland mineral properties under the December 2006 plan of
      arrangement.  Paragon has one common director, shared offices and
      office expenses with Rubicon and shared the CFO and office support staff up
      to
      June 2008.  In addition, the CEO of Paragon provided management
      services to Rubicon on a part time basis up until December 31,
      2007.  On June 12, 2008, the Rubicon CFO ceased providing CFO services
      to Paragon and from that date Paragon ceased to be a related party of the
      Company.  As at December 31, 2008, Paragon owed the Company $nil (2007
      - $69,475).  All transactions were recorded at their fair value
      amounts and were incurred in the normal course of business.




See
      note
      16 “Related Party Transactions”, in the consolidated financial statements for
      additional information on related party transactions with the
      Company.




CRITICAL
      ACCOUNTING ESTIMATES




The
      Company’s accounting policies are described in detail in Note 4 of the
      consolidated financial statements for the year ended December 31,
      2008.  The Company considers the following policies to be most
      critical in understanding its financial results:




Use
      of
      estimates




The
      preparation of financial statements in conformity with generally accepted
      accounting policies requires management of the Company to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period.  These estimates are based on
      past experience, industry trends and known commitments and events.  By
      their nature, these estimates are subject to measurement uncertainty and the
      effects on the financial statements of changes in such estimates in future
      periods could be significant.  Actual results will likely differ from
      those estimates.




Carrying
      value of mineral
      property costs




The
      Company has capitalized the cost of acquiring mineral property interests and
      on-going exploration and maintenance costs.  Capitalized property
      costs are expensed in the period in which the Company determines that the
      mineral property interests have no future economic value.  Capitalized
      property costs may also be written down if future cash flow, including potential
      sales proceeds and option payments, related to the property are estimated to
      be
      less than the carrying value of the property.  The Company reviews the
      carrying value of its mineral properties periodically, and whenever events
      or
      changes in circumstances indicate the carrying value may not be recoverable,
      reductions in the carrying value of each property would be recorded to the
      extent that the carrying value of the investment exceeds the property’s
      estimated fair value.




Stock-based
      compensation




The
      Company has adopted the fair value based method of accounting for stock option
      and compensatory warrant awards granted to directors, employees and
      consultants.  Under this method, the fair value of stock options is
      calculated at the date of grant or vesting and is expensed, capitalized or
      recorded as share issue costs over the vesting period, with the offsetting
      credit to contributed surplus.  If the stock options are exercised,
      the proceeds are credited to share capital.




The
      Company uses the Black-Scholes option pricing model to calculate the fair value
      of stock options and compensatory warrants granted.  This model is
      subject to various assumptions.  The assumptions the Company makes
      will likely change from time to time.  At the time the fair value is
      determined, the methodology the Company uses is based on historical information,
      as well as anticipated future events.




CHANGES
      IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION




Comprehensive
      Income, CICA
      Handbook Section 1530




Effective
      January 1, 2007 the Company adopted section 1530 which introduces new standards
      for reporting and display of comprehensive income.  Comprehensive
      income is the change in equity (net assets) of an enterprise during a reporting
      period from transactions and other events and circumstances from non-owner
      sources.  It includes all changes in equity during a period except
      those resulting from investments by owners and distributions to
      owners.




Equity,
      CICA Handbook
      Section 3251




Effective
      January 1, 2007, the Company adopted new handbook Section 3251 which establishes
      standards for the presentation of equity and changes in equity during a
      reporting period as a result of the comprehensive income reporting requirements
      of new Section 1530.




Financial
      Instruments, CICA
      Handbook Section 3855




Effective
      January 1, 2007, the Company adopted new handbook Section 3855 which prescribes
      when a financial asset, financial liability, or non-financial derivative is
      to
      be recognized on the balance sheet and whether fair value or cost-based measures
      are used. It also specifies how financial instrument gains and losses are to
      be
      presented.




Pursuant
      to these new standards, the Company has included a new statement of
      comprehensive income with its financial statements and has applied fair value
      accounting to certain of its financial instruments.  This has resulted
      in the recognition of unrealized gains and losses as other comprehensive income
      or loss which appear on the statement of comprehensive income or
      loss.




Capital
      Disclosures, CICA
      Handbook Section 1535




Effective
      January 1, 2008, the Company adopted new CICA Handbook section 1535 which
      requires disclosure of an entity’s objectives, policies and processes for
      managing capital, quantitative data about what the entity regards as capital
      and
      whether the entity has complied with any capital requirements and, if it has
      not
      complied, the consequences of such non-compliance.





Financial
      Instruments -
      Disclosure and Presentation, CICA Handbook Sections 3862 and
      3863




Effective
      January 1, 2008, the Company adopted new CICA Handbook sections 3862 and 3863
      which replace CICA Handbook Section 3861, Financial Instruments - Disclosure
      and
      Presentation. These standards increase the disclosures currently required,
      which
      will enable users to evaluate the significance of financial instruments for
      an
      entity’s financial position and performance, including disclosures about fair
      value. In addition, disclosure is required of qualitative and quantitative
      information about exposure to risks arising from financial instruments,
      including specified minimum disclosures about credit risk, liquidity risk and
      market risk. The quantitative disclosures must provide information about the
      extent to which the entity is exposed to risk, based on information provided
      internally to the entity’s key management personnel.




New
      Pronouncements affecting Future Accounting Policies




The
      following pronouncements recently issued by the Canadian Institute of Chartered
      Accountants (“CICA”) will likely impact the Company’s future accounting
      policies:




Goodwill
      and intangible
      assets




In
      February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets,
      which replaces Section 3062, Goodwill and Other Intangible Assets. This new
      standard provides guidance on the recognition, measurement, presentation and
      disclosure of goodwill and intangible assets. This standard is effective for
      fiscal years beginning January 1, 2009 with retrospective
      application.  This standard will require the expensing of start-up
      costs.




International
      Financial
      Reporting Standards (“IFRS”)




In
      February 2008, the Canadian Accounting Standards Board announced 2011 as the
      changeover date for publicly-listed companies to use IFRS, replacing Canadian
      generally accepted accounting principles. The specific implementation is set
      for
      interim and annual financial statements relating to fiscal years beginning
      on or
      after January 1, 2011. The changeover date of January 1, 2011 will require
      restatement for comparative purposes of amounts reported by the Company for
      the
      year ended December 31, 2010. The SEC has indicated that foreign private issues,
      like the Company, will no longer have to append US GAAP reconciliations to
      their
      SEC filings upon their conversion to IFRS.




The
      key
      elements, timing and status of the Company’s changeover plan are outlined
      below:




1.
            Develop
                internal knowledge to manage changeover, design systems and produce
                IFRS
                reports.




Senior
      accounting staff have commenced upgrading their knowledge and will continue
      throughout the process.




2.
            Review
                accounting policy changes that are required or are optional under
                IFRS1 on
                conversion and make choices where
                necessary.




Mid
      to
      late 2009 has been targeted as completion date to make these decisions. When
      these changes and proposed decisions have been made, the audit committee and
      board will be provided with the knowledge to evaluate the proposed
      changes.




3.
            Prepare
                2010 opening balance sheets and reconciliations of 2010 interim and
                year
                end statements to Canadian GAAP statements of the same
                periods.




Our
      target will be to prepare these statements as soon a practicable through
      2010.




4.
            Review
                accounting software and other information technology issues for IFRS
                compliance.




Software
      is planned to be compliant before the transition date of January 1,
      2010.





5.
            Review
                internal control implication of new policies and
                changeover.





Internal
      control implications are targeted to be determined before the changeover date
      of
      January 1, 2011.




6.
            Review
                disclosure controls and procedures in light of change to
                IFRS.




Disclosure
      controls and procedures implications will be determined before the changeover
      date of January 1, 2011.




7.
            Review
                business implications of conversion such as compensation formulas,
                key
                performance indicators and contract
                requirements.




Target
      completion date is mid 2010.




It
      is
      expected that policy changes implemented pursuant to IFRS may have a material
      effect on the Company’s financial statements.




OUTSTANDING
      SHARE DATA




As
      at
      March 31, 2008, the Company had the following common shares, stock options
      and
      warrants outstanding:




Common
                shares issued and outstanding
            181,475,657Stock
                options
            7,083,800Warrants
            10,624,985Fully
                diluted share capital
            199,184,442




DISCLOSURE
      CONTROLS AND PROCEDURES




The
      CEO
      and CFO have evaluated the effectiveness of the Company’s disclosure controls
      and procedures and have concluded, based on their evaluation, that they were
      effective as of December 31, 2008 to provide reasonable assurance that all
      material information relating to the Company and its consolidated subsidiary
      will be made known to management and disclosed in accordance with applicable
      securities regulations.




MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




The
      Company's  management  is  responsible  for  establishing  and  maintaining
      adequate  internal  control
      over  financial  reporting.  Any system of
      internal control over financial reporting, no matter how well designed, has
      inherent limitations.  Therefore,  even
      those  systems  determined  to be
      effective  can
      provide  only  reasonable   assurance  with  respect  to  financial   statement
      preparation and presentation.




Management
      has used the Committee of Sponsoring Organizations of the Treadway Commission
      (COSO) framework to evaluate the effectiveness of the Company's internal control
      over financial reporting. Based on this assessment, performed after the year
      end, management has concluded that as at December 31, 2008, the Company's
      internal control over financial reporting was effective.




The
      Company’s auditor, De Visser Gray LLP, has audited the Company’s internal
      control over financial reporting as at December 31, 2008 and their opinion
      and
      report is included with our annual consolidated financial
      statements.




CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING




There
      have been no changes in
      the  Company's  internal  control
      over  financial reporting  during  the fiscal year
      2008,  that have  materially affected,  or are
      reasonably likely to materially  affect, its internal control over
      financial reporting.




ADDITIONAL
      INFORMATION




Additional
      information on the Company, including our Annual Information Form and other
      public filings, are available on SEDAR at www.sedar.com.




CAUTIONARY
      NOTICES




The
      Company’s consolidated financial statements for the fiscal year 2008 and this
      accompanying MD&A contain statements that constitute “forward-looking
      statements” within the meaning of Section 21E of the United States Securities
      Exchange Act of 1934.  Forward-looking statements often, but not
      always, are identified by the use of words such as “seek”, “anticipate”,
“believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements
      that an event or result “may”, “will”, “should”, “could”, or “might” occur or be
      achieved and other similar expressions.  Forward-looking statements in
      this MD&A include statements regarding the Company’s future exploration
      plans and expenditures, financings, the satisfaction of rights and performance
      of obligations under agreements to which the Company is a part, the ability
      of
      the Company to hire and retain employees and consultants and estimated
      administrative assessments and other expenses. The forward-looking statements
      that are contained in this MD&A involve a number of risks and
      uncertainties.  As a consequence, actual results might differ
      materially from results forecast or suggested in these forward-looking
      statements.  Some of these risks and uncertainties are identified
      under the heading “RISKS AND UNCERTAINTIES” in this
      MD&A.  Additional information regarding these factors and other
      important factors that could cause results to differ materially may be referred
      to as part of particular forward-looking statements.  The
      forward-looking statements are qualified in their entirety by reference to
      the
      important factors discussed under the heading “Risks and Uncertainties” and to
      those that may be discussed as part of particular forward-looking
      statements.  Forward-looking statements involve known and unknown
      risks, uncertainties, assumptions and other factors that may cause the actual
      results, performance or achievements of the Company to be materially different
      from any future results, performance or achievements expressed or implied by
      the
      forward-looking statements.  Factors that could cause the actual
      results to differ include market prices, exploration success, continued
      availability of capital and financing, inability to obtain required regulatory
      approvals and general market conditions.  These statements are based
      on a number of assumptions, including assumptions regarding general market
      conditions, the timing and receipt of regulatory approvals, the ability of
      the
      Company and other relevant parties to satisfy regulatory requirements, the
      availability of financing for proposed transactions and programs on reasonable
      terms and the ability of third-party service providers to deliver services
      in a
      timely manner.  Forward-looking statements contained herein are made
      as of the date of this MD&A and except as required by applicable securities
      laws, the Company disclaims any obligation to update any forward-looking
      statements, whether as a result of new information, future events or results
      or
      otherwise.  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.