RUBICON
MINERALS CORPORATION – MD&A – December 31,
2009


















































RUBICON
MINERALS CORPORATION





Management’s
Discussion & Analysis





For
the Year Ended December 31, 2009



























































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


--
 
 RUBICON
MINERALS CORPORATION – MD&A – December 31,
2009







INTRODUCTION




This
Management Discussion and Analysis (“MD&A”) dated March 29, 2010 includes
financial information from, and should be read in conjunction with, the audited
consolidated financial statements for the fiscal year ended December 31,
2009.  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, results of operations and cash flows in accordance with Canadian
generally accepted accounting principles (“GAAP”) in Canadian
dollars.




Rubicon
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 asset is the Phoenix Gold Project located 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 all the provinces of 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 Equities Exchange in
the United States under the symbol ‘RBY’.




GENERAL
HIGHLIGHTS




Overall
Objectives




The
Company plans to complete approximately 158,000 metres of drilling before the
end of the first quarter of 2011. Approximately two-thirds of this drilling will
be directed at expanding and further testing the limits of the F2 Gold Zone,
which is part of the Phoenix Gold Project. The remainder will be used for infill
and delineation drilling on one or more zones within the overall Phoenix Gold
Project. To this end, approximately 750 metres of underground development will
be required to provide underground access to key target areas. This is planned
to be completed during 2010. Based on the results of drilling, the Company will
evaluate plans for follow up sampling including bulk sampling. In conjunction
with these programs, the Company is evaluating, and will procure where possible,
permits to allow it to update its current Closure Plan and provision of grid
power to the Phoenix Gold Project. The Company will also carry out during 2010
an assessment of capital requirements that may be required to allow the project
to proceed into the mining phase.




Activities
during 2009





Rubicon
continued to drill from surface (land and barge based drills) at its Phoenix
Gold Project throughout the year and initiated drilling from underground with
two drill rigs in early July.  The Company drilled a total of 71,639
metres on the Phoenix Gold Project (66,033 metres at the F2 Gold Zone) during
the year, which represents about 63% of the March 2009 to March 2010 drilling
plans.  Positive results continued the trend established in 2008,
confirming further expansion of the F2 Gold Zone.





To lead
the underground development, the Company secured the services of Claude
Bouchard, P.Eng. as Vice President, Operations.  Mr. Bouchard has over
25 years experience in the industry including mine management positions with FNX
Mining Company Inc. and Falconbridge Ltd. For more information, see our news
release dated April 15, 2009.




On March
5th, the
Company closed a $40 million bought deal private placement financing for common
shares.  As a result, the Company announced plans to expand and
accelerate its 2009 exploration program to 80,000 metres with further emphasis
on underground drilling and associated development work (see news releases of
March 5th and
March 30th).  During
May, the Company received an additional $16.4 million from the exercise of
warrants.  This was followed in July by the Company’s announcement of
plans for up to an additional 20,000 metres of drilling property wide to test
additional drill targets (budget of $5 million).  During the summer of
2009 the Company assessed it plans for the Phoenix Gold Project based on
successful results received to that time. As confirmed in its National
Instrument 43-101 (“NI 43-101”) compliant technical report, it was determined
that an expanded scope and budget was warranted.  Accordingly, on
November 12, 2009, the Company closed a public offering for net proceeds of $82
million.  The use of proceeds included an additional 120,000 metres of
drilling on the F2 Gold Zone during the period 2010 and 2011 and included
underground excavation (drifting) to directly access parts of the gold system.
The Company plans to take a bulk sample as part of the program (see the short
form prospectus filed on SEDAR, November 5, 2009).





To lead
the legal function, Rubicon secured the services of Glenn Kumoi as Vice
President General Counsel and Corporate Secretary. Mr. Kumoi has 20 years of
experience in the practice of law, with 12 years of Canadian and international
experience leading the legal function at public companies. For more information,
see our news release dated December 08, 2009.





During
the year, Rubicon was added to the S&P/TSX Global Mining Index and on
December 21st was
added to the prestigious S&P/TSX Composite Index. For more information, see
our news releases dated September 16 and December 14, 2009.





Subsequent
to the year end, the Company signed an exploration accommodation agreement with
the Lac Seul First Nation securing their support for the Phoenix Gold project in
return for certain benefits and accommodations. For more information, see our
news release dated January 21, 2010.




EXPLORATION
HIGHLIGHTS




Red Lake
Exploration




100% Controlled
Projects




Phoenix
Gold Project


Rubicon
holds a 100% interest in the Phoenix Gold Project which is comprised of 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 north
northeast 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 is variably affected by later, NW-SE
trending cross cutting regional structures.





2009
Exploration





Drilling





During
2009, the Company drilled a total of 71,639 metres on the Phoenix Gold Project.
The majority of this drilling was focused on the newly discovered “F2 Gold Zone”
announced on March 12, 2008.




Mineralization
within the F2 Gold Zone occurs in a major ultramafic-mafic structural setting
which is considered similar to major deposits in the Red Lake gold district. The
F2 Gold Zone is currently drilled to 1,437 metres below surface and remains open
at depth. The zone is located approximately 450 metres southeast of the existing
exploration shaft which is currently being extended from its former depth of 130
metres. Underground drilling from the 122 metre level commenced June 28, 2009.
Gold in the F2 Gold 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
structural corridor that also hosts thick, lower grade intervals. Additional
drilling is required to gain a better understanding of gold distribution,
geometry and controls on mineralization within the F2 Gold Zone.




Since
discovering the F2 Gold Zone in late February 2008, significant gold
mineralization has now been intersected to a vertical depth of 4,715 feet (1,437
metres) and over an interpreted strike length of 3,368 feet (1,025 metres). For
more information, see the Company’s news releases and its website
(www.rubiconminerals.com).  Drilling is on-going. Currently,
exploration is being carried out by two to four drill rigs on the ice of East
Bay and three underground set-ups. Typically, ice-base drilling is usually
concluded by the end of March due to the impending spring ice ‘break-up’, at
which point the drill rigs can continue drilling from land and then barge
set-ups post spring thaw. It is planned to increase the focus on underground
drilling during 2010 by increasing the number of underground drill rigs to
five.




Two NI
43-101 Technical Reports were filed during the year. The first, filed in January
2009 recommended a $14 million multi-phase drilling and shaft sinking program.
Following the $40 million financing in March 2009, this program was expanded to
a $25 million drill program (see news release dated March 30th,
2009) including an 80,000 metre drill program and up to 20,000 metre property
wide regional program. A second updated NI 43-101 Technical Report was filed in
October 2009 and recommended a $54.4 million further expanded program to include
underground development and additional drilling (see “General Highlights –
Overall Objectives”).





Permitting
Summary




During
2009, Rubicon completed the previously reported Phase I dewatering and shaft
rehabilitation.   In addition, Rubicon submitted a Closure Plan
to the Government of Ontario to allow underground exploration which was accepted
for filing in February 2009.  Rubicon has now extended the existing
three compartment shaft to the 305 metre level and is advancing its underground
development and drill programs pursuant to the November 12, 2009 $ net $82
million 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 Gold 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.




Adams Lake
Property





The Adams
Lake property comprises 35 unpatented mining claims (236 units) located
approximately 5 kilometres east of the Red Lake mine complex. Titan 24
geophysical surveys support the presence of 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 in 2008. 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 Gold Project, drilling at Adams Lake was curtailed to allow maximum
resources to be directed to the F2 Gold Zone discovery.




East Bay
Property





The East
Bay Property comprises 43 unpatented mining claims (123 units) that 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 the Phoenix Gold Project. East Bay is considered strategic and a
priority target.  Exploration plans for East Bay in 2009 were
postponed to allow maximum resources to be directed to the F2 Gold Zone
discovery.  Subsequent to the 2009 fall net $82 million financing, a
Titan 24 survey was completed on the East Bay property.




DMC
Property





The DMC
property comprises 130 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
(“RLGB”).  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 and a Titan 24 geophysical survey covering the core of the DMC property
was completed in April, 2009. This survey technique has the potential to provide
targeting information from surface to up to one kilometre below surface. At the
Company’s Phoenix Gold Project, similar Titan 24 surveys are correlated with the
F2 Gold Zone mineralized sequence. Rubicon views Titan 24 geological surveys as
a potentially useful tool to identify new targets beyond the Phoenix Gold
Project itself. The results of the Titan 24 survey were evaluated in the fall of
2009 and used as a targeting tool for a 2010 planned 10,000 metre winter drill
program currently on going on the DMC property. Additional Titan 24 surveys were
completed subsequent to the close of the net $82 million financing that was
completed in the fall of 2009.





Humlin
Property





The
Humlin Property comprises 31 unpatented mining claims (294 units) located in
Fairlie Township. No work was conducted on the property in 2009.





Slate Bay
Property





The
Company has a 100% interest in 30 unpatented mining claims (153 units) located
in McDonough and Graves Township.  Approximately $500,000 in
exploration work has been completed on the property 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 scale angular unconformity.  The
setting is analogous to that at the producing mines in the
camp.  Subsequent to the net $82 million financing that closed in the
fall of 2009, a Titan 24 survey was completed on the property.





Wolf Bay
Property





The Wolf
Bay Property comprises 23 unpatented mining claims located in the Todd and
Hammell Lake Townships of west Red Lake.  The property is currently
inactive.





Advance
Property


The
Advance Property comprises 13 patented mining claims (approximately 39 ha) in
the Todd Township of west Red Lake.  The property is southwest of, and
contiguous to, the Newman Todd Property currently being drilled by Redstar Gold
Corporation.  The property is inactive but remains a prospective
target.





Partnered
Projects




McCuaig JV
Property




The
McCuaig Property comprises three unpatented mining claims (10 claim units) seven
kilometres northwest of the Red Lake mine complex and is a Joint Venture between
Rubicon (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 (“RLGB”). 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
Gold Project meant that no work was carried out in 2008 and
2009.  Subsequent to the net $82 million financing that closed in the
fall of 2009, a Titan 24 survey was completed on the McCuaig Property in
conjunction with surveys completed over the adjacent DMC Property.




Red Lake North
Property





The
Company has optioned a 55% interest in its 48 unpatented mining claims (337
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, 2011
(as amended in 2009) in order to maintain its option in good standing, at which
time if all payments are made Solitaire will have earned 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 Red Lake North Property is situated adjacent to the Main Discovery Zone
(“MDZ”) located on the 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 was
completed to a depth of 2,269 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 required to May 2009.





Westend
Property





During
the year, the Company optioned a 60% interest in 30 unpatented mining claims
(153 units) known as the Westend Project located in Ball Township to Halo
Resources Ltd. (“Halo”).  Under the terms of the Letter Agreement
dated July 10, 2008, Halo must incur $1 million in expenditures on the property
over four years including $75,000 firm in Year 1 (completed), make 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.  Halo is
required to complete $225,000 in exploration expenditures before July 31, 2010
to maintain the option.





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, 2009, the Company spent $111,144on acquisition and
maintenance costs and recovered $360,214 in cash and shares.





Exploration Accommodation
Agreement





On
January 21, 2010, the Company signed an Exploration Accommodation Agreement with
the Lac Seul First Nation (“LSFN”) covering Rubicon’s exploration properties
within lands considered by LSFN to be their traditional
territory.  The LSFN has agreed to support Rubicon’s exploration work
within their traditional territory and in turn, Rubicon will respect the LSFN
concerns over land usage, endeavor to provide work and business opportunities to
band members and provide other benefits to the LSFN based on exploration
expenditures.  For more information see our news release dated January
21, 2010.





Qualified
Person





The 2009
exploration work in Red Lake is supervised by Terry Bursey, P.Geo., Regional
Exploration Manager and the Qualified Person under the definition of NI
43-101.  Assays were conducted by SGS Minerals Services using standard
fire assay on a 30 gram (1 assay ton) sample with a gravimetric finish
procedure. Standards, blanks and check assays were included at regular intervals
in each sample batch. Independent lab check assays were performed by ALS Chemex.
Gold standards were prepared by CDN Resource Laboratories Ltd.




ALASKA
EXPLORATION




Pursuant
to its obligations under the McEwen agreement (the “McEwen Transaction”; see our
news releases dated February 26, 2007 and May 22, 2007), Rubicon has carried out
a total of Cdn$5.1 million worth of exploration since May 2009 on its land
holdings, located in the Pogo area of Alaska. This includes US$2.6 million on
claims under option from Rimfire Minerals Corporation. The Company has therefore
met all current and future exploration obligations for Alaska pursuant to the
McEwen Transaction. Additional work will be required to keep the Rimfire option
in good standing but all requirements have been satisfied up until
2011.




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 for follow-up. The 2008 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.





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., P.Geo.,
Independent Consultant and Qualified Person as defined by NI
43-101.





NEVADA
EXPLORATION





Rubicon
holds a 225,000 acre land package in Elko County, Northeastern Nevada which it
acquired pursuant to the McEwen Transaction.  Exploration of this property
is in the preliminary stage.





To the
end of December 2009, the Company has expended Cdn$980,000 on exploration on the
property and has met all current and future exploration obligations pursuant to
the McEwen Transaction.





Due to
the F2 Gold Zone discovery, the Company has elected to reduce its 2009-2010
exploration in Nevada but it continues to view its holdings as prospective for
bulk mineable gold discoveries in the area.





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, 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 2009 Annual Information Form, on file at
www.sedar.com.





RESTATEMENT
OF FINANCIAL STATEMENTS





During
2009, the Company undertook a review of previously issued financial statements
for the years ended December 31, 2007 and 2008.  As a result of the
items arising from this review, the Company determined that the following
amendments should be reflected in a set of restated financial statements for the
years ended December 31, 2007 and 2008.





The
Company recalculated the foreign exchange gain or loss on translation of future
income tax liabilities arising in subsidiaries with assets located in foreign
jurisdictions and recorded the following:





a)
            A
      foreign exchange loss for the year ended December 31, 2008 of $2,894,204
      and an increase in future income tax liabilities of
    $751,957.





b)
            A
      foreign exchange gain for the year ended December 31, 2007 of $2,142,247
      and a reduction in future income tax liabilities of
      $2,142,247.





See note
19 to the consolidated financial statements for further details.





SELECTED
ANNUAL INFORMATION (based on Canadian GAAP)





Fiscal
      Year ended
            
            2009
            
            
            2008
              Restated
            
            
            2007
              RestatedInterest
      and miscellaneous income
            
            $
            214,243
            
            
            $
            732,798
            
            
            $
            941,330Gain
      (loss) on sale of investments
            
            $
            (96,721
            )
            
            $
            (222,491
            )
            
            $
            7,822Net
      income (loss)
            
            $
            (556,329
            )
            
            $
            (2,399,763
            )
            
            $
            (74,134
            )Basic
      and diluted net income (loss) per share
            
            $
            (0.00
            )
            
            $
            (0.02
            )
            
            $
            (0.00
            )Total
      assets
            
            $
            246,126,913
            
            
            $
            106,834,083
            
            
            $
            101,017,670Total
      long-term financial liabilities
            
            $
            13,391,328
            
            
            $
            15,525,226
            
            
            $
            12,632,041Cash
      dividends
            
            $                                              
      Nil
            
            
            $                                              
      Nil
            
            
            $                                               Nil




The major
factors that caused significant variations in net loss were salaries,
stock-based compensation, foreign exchange gains and losses, interest income,
option receipts and the recording of tax recoveries from the renunciation of
exploration expenditures to flow-through share holders.  None of these
factors have identifiable trends. The 2009 increase in income from 2008 was
largely due to a $2.1 million foreign exchange gain in 2009 compared to a $2.9
million foreign exchange loss in 2008, future tax recovery in 2008 that was $1.6
million greater than in 2009 and an increase of $1.0 million in stock-based
compensation..




OPERATING
RESULTS




Fiscal
year ended December 31, 2009 compared to Fiscal year ended December 31, 2008 (as
restated)




For the
fiscal year 2009, the Company incurred a loss of $0.6 million ($0.00 loss per
share) compared to a loss of $2.4 million ($0.02 per share) incurred in the
fiscal year 2008, a difference from income to loss of $1.8 million. The main
factors in this decrease in income was a $2.1 million foreign exchange gain in
2009 compared to a $2.9 million foreign exchange loss in 2008, a reduction of
$1.6 million in income recorded for future tax benefits arising from current
losses and flow through renunciations, a $0.5 million reduction in interest
income, and an increase of $1.0 million in stock-based
compensation.




For the
fiscal year 2009, the Company recorded Other Comprehensive Income (“OCI”) of
$0.5 million compared to a loss of $1.9 million in the prior year a difference
of $2.4 million.  Comprehensive loss (the total of the net loss or
income and the other comprehensive income or loss) for the fiscal year 2009 was
$13,034 compared to $4,278,510 million in the prior year comparative period, a
decrease in comprehensive loss of $4,265,480.




The
decrease in income in 2009 as compared to 2008 was due to the net effect of some
expense categories increasing and some decreasing.  Significant items
making up this change were as follows:


·
            Foreign
      exchange gains were higher by $5.0 million due to the effect of exchange
      rate changes on the Company’s future income tax liability related to
      assets that have a US dollar tax
basis.


·
            Salaries
      were higher by $287,544 due to increased staff and bonus
      payouts.


·
            Interest
      income was lower by $518,555 due to lower interest rates in the current
      period.


·
            Option
      receipts in excess of property costs, which represent amounts received
      from optionees of the Company’s properties was lower by $329,594 mainly
      due to decreased activity by the Company’s English Royalty
      Division.  This largely reflected a reduction in the market for
      grass roots exploration projects.


·
            Other
      gains and losses improved by $357,909. The losses in 2008 were due to
      impairment write-offs taken on junior mining stocks. An analysis of the
      Company’s stock portfolio in junior mining companies did not result in any
      impairment losses being recorded in
2009.


·
            The
      future income tax recovery flowing from current losses and the
      renunciation of flow-through share expenditures was lower by $1.6 million
      due to the smaller flow through financing in 2008 (renounced in 2009)
      compared to 2007 (renounced in
2008).


·
            Other
      comprehensive income for the fiscal year 2009 was $0.5 million compared to
      other comprehensive loss of $1.9 million in 2008. The OCI in the current
      period was mainly caused by the increase in value of the Company’s
      investments in junior mining stocks.  These gains represent
      unrealized valuation gains.




Fiscal
year ended December 31, 2008 (as restated) compared to Fiscal year ended
December 31, 2007 (as restated)





For the
fiscal year 2008, the Company incurred a net loss of $2,399,763 ($0.02 per
share) compared to a net loss of $74,134 ($0.00 per share) incurred in the
fiscal year 2007, an increase in net loss of $2,325,629. The main factor in this
increase in loss was the change from foreign exchange gain to loss of $5.0
million due to the effect of exchange rate changes on the Company’s future
income tax liability related to assets that have a US dollar tax
basis.  Offset against this 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 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 $4.3
million compared to comprehensive income of $0.3 million in the prior year
comparative period, an increase in comprehensive loss of $4.6 million. The
increase in net loss in 2008 as compared to 2007 was due to the net effect of
some expense categories increasing and some decreasing.  Significant
items making up this change were as follows:





·
            The
      change from foreign exchange gain to loss of $5.0 million due to the
      effect of exchange rate changes on the Company’s future income tax
      liability related to assets that have a US dollar tax
    basis.


·
            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
      Transaction 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
      received primarily 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.





USE
OF PROCEEDS FROM FINANCINGS





Planned
      Use of Proceeds as Previously Disclosed
            Actual
      Use of Proceeds to December 31, 2009November
      18 , 2008 Financing·$6.6
      million to be used to incur eligible Canadian Exploration Expenses on the
      Phoenix Gold Property.
            ·All
      funds have been applied as committed.·$3.6
      million to be used for general and administrative and working capital
      purposes.
            ·All
      funds have been applied as committed.March
      5, 2009 Financing·$25
      million to be used for exploration and development of the Phoenix Gold
      Property (Phase I).
            ·$22.9
      million has been used for exploration and development of the Phoenix Gold
      Property. $2.1 million remains to be spent·$15
      million to be used for exploration and development of the Phoenix Gold
      Property and general and administrative and working capital
      purposes
            ·$2.9
      million has been used for G&A and working capital.  $12.1
      million remains to be spent.November
      12, 2009 Financing·$58
      million on exploration on the Phoenix Gold Property (Phase
      II).
            ·$0.6
      million has been used for exploration and development of the Phoenix Gold
      Property. $57.4 million remains to be spent.·$5.2
      million on exploration on other Red Lake properties and Red Lake
      administration.
            ·$40,000
      has been used for exploration and development on other Red Lake
      properties. $5.16 million remains to be spent.·$22.8
      million on working capital or other exploration.
            ·$4.9
      million has been applied to financing expenses. $17.9 million remains to
      be spent.









--
 
 RUBICON
MINERALS CORPORATION – MD&A – December 31,
2009




SUMMARY
OF QUARTERLY RESULTS (Based on Canadian GAAP)











Quarter
            
            2009
              Fourth
            
            
            2009
              Third
              (Restated)
            
            
            2009
              Second
              (Restated)
            
            
            2009
              First
              (Restated)
            
            
            2008
              Fourth
              (Restated)
            
            
            2008
              Third
              (Restated)
            
            
            2008
              Second
              (Restated)
            
            
            2008
              First
              (Restated)$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Interest
      and other income
            
            
            63,587
            
            
            
            45,787
            
            
            
            52,567
            
            
            
            52,302
            
            
            
            215,364
            
            
            
            161,382
            
            
            
            67,762
            
            
            
            293,438Gain
      (loss) on sale of investments
            
            
            (3,338
            )
            
            
            2,382
            
            
            
            (72,341
            )
            
            
            (23,424
            )
            
            
            (85,912
            )
            
            
            (111,252
            )
            
            
            7,744
            
            
            
            -Net
      (income) loss
            
            
            1,249,415
            
            
            
            (76,195
            )
            
            
            (154,284
            )
            
            
            (462,607
            )
            
            
            2,808,473
            
            
            
            1,097,944
            
            
            
            994,035
            
            
            
            (2,500,689
            )Basic
      and fully diluted net loss (income) per share
            
            
            (0.01
            )
            
            
            (0.01
            )
            
            
            (0.00
            )
            
            
            (0.00
            )
            
            
            0.02
            
            
            
            0.01
            
            
            
            0.01
            
            
            
            (0.02
            )




Overall,
quarterly losses have increased due to increased administration costs to support
an expanding exploration program. In the first quarter of 2009 a $2.0 million
tax recovery was recorded on renunciation of flow-through share exploration
expenditures. Other factors generally causing significant variations were
salaries, stock-based compensation, interest income, and option
receipts.  These other factors do not have identifiable
trends.




FOURTH
QUARTER




For the
three month period ended December 31, 2009, the Company had a net loss of
$1,249,415 ($0.01 per share) compared to a net loss of $2,808,473 ($0.02 per
share) incurred in the three months ended December 31, 2008, a decrease in loss
of $1,559,058. The main factor in this decrease in loss was the change in
foreign exchange gains and losses by $2.2 million, from a loss to a gain, caused
by exchange rate changes on the Company’s foreign denominated future tax
liabilities. This gain was offset in part by increased salary and stock-based
compensation expense.  During the three month period, the Company had
OCI of $225,096 compared to an OCI loss of $1,960,352 in the prior
year.  This was caused by the increase in value of the Company’s
investments in junior mining stocks in the current quarter.




During
the 4th
quarter the Company closed a net $82 million financing as described below under
liquidity.




LIQUIDITY
AND CAPITAL RESOURCES




Liquidity
and Capital Resources – December 31, 2009.




The
Company had working capital of $125.3 million at the 2009 year end compared to
$22.3 million at 2008 year end.  Working capital was higher mainly due
to the $40 million (March 2009) and net $82 million (November 2009) financing
offset by exploration expenditures of $27.6 million.  Details of the
financing are described under “Financing Cash Flows” below




Operating
Cash Flows – Year ended December 31, 2009.





Cash used
in operations of $2.6 million, before working capital changes, were higher than
cash used in the prior year of $1.4 million reflecting the increased
administration activity by the Company.




Investing
Activities – Year ended December 31, 2009.




The
Company had a cash outflow of $150 million on investing which included $121
million of funds transferred to temporary investments (T-Bills of greater than
90 day terms) and  $28 million cash on mineral property acquisition
and exploration ($17 million - 2008).




Financing
Cash Flows – Year ended December 31, 2009.




Financing
inflows of $144.5 million reflected the $40 million (gross) private placement
financing that closed in March 2009 and the net $82 million public offering that
closed in November 2009, $2.2 million from the exercise of employee options and
$16 million from the exercise of the warrants issued under the McEwen
Transaction.  These warrants have all now been exercised or
expired.


--
 
 RUBICON
MINERALS CORPORATION – MD&A – December 31,
2009




FINANCIAL
INSTRUMENTS




The
Company’s financial instrument policies are described in note 5 to the financial
statements.  Note 8 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 respect to 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.   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 13 of the consolidated financial statements
of the Company and the asset retirement obligations described
below.





ASSET
RETIREMENT OBLIGATIONS




The
Company has an obligation to close and rehabilitate its exploration sites upon
abandonment.  At the Phoenix Gold Project, a survey was completed in
the first quarter, to estimate the current cost to rehabilitate the site, if it
were abandoned today.  The total cost was estimated to be $493,000 and
this amount was deposited with the Ontario Ministry of Northern Development and
Mines.  No amount was recorded on the balance sheet for this
obligation as a reasonable estimate of the likely date of asset retirement could
not be determined and therefore a discounted amount of future cash flows could
not be calculated.  If such a calculation could be made, the result
would be the recording of a liability at the discounted amount and therefore it
would be significantly less than the current cost estimate of
$493,000.




COMMITMENTS





At
December 31, 2009, the Company has $67,849 (2008 - $144,295) in remaining lease
payments for the use of its Vancouver office to September 2010.





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 R.
Reid is a director of the Company and a partner at the law firm Davis
LLP.  As of fiscal year 2009, the Company paid legal fees to Davis
LLP, aggregating to $810,448 (2008 - $198,442).  As at December 31,
2009, Davis LLP is owed $5,000 (2007 - $19,500).  All transactions
were recorded at their fair value amounts and were incurred in the normal course
of business.




CRITICAL
ACCOUNTING ESTIMATES




The
Company’s accounting policies are described in detail in Note 2 of the
consolidated financial statements for the year ended December 31,
2009.  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 principles 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.  The methodology, the Company
uses, to determine fair value is based on historical information, as well as
anticipated future events.





Future
Income Taxes





The
determination of our future tax assets and liabilities involves significant
management estimation and judgment involving a number of assumptions. In
determining these amounts we interpret tax legislation in a variety of
jurisdictions and make estimates of the expected timing of the reversal of
temporary taxable and deductible timing differences. We also make estimates, of
our future earnings, which affect the extent to which potential future tax
benefits may be used. We are subject to assessment by various taxation
authorities, which may interpret tax legislation in a manner different from our
view. These differences may affect the final amount or the timing of the payment
of taxes. When such differences arise we make provision for such items based on
our best estimate of the final outcome of these matters.




CHANGES
IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION





Goodwill
and Intangible Assets





Effective
January 1, 2009, the Company adopted new CICA Handbook section 3064 which
replaces CICA Handbook Section 3062, Goodwill and Other
Intangibles.  This standard provides guidance on the
recognition, measurement, presentation and disclosure of goodwill and intangible
assets. Consequentially, references to deferred costs were removed from CICA
Accounting Guideline 11, Enterprises in the Development
Stage. Adoption of this standard did not have an effect on the Company’s
financial statements.





Credit
Risk and Fair Value of Financial Assets and Financial Liabilities





Effective
January 1, 2009, the Company adopted new CICA Emerging Issues Committee guidance
in EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities.  The EIC provides guidance on how to take into account
credit risk of an entity and counterparty when determining the fair value of
financial assets and financial liabilities, including derivative
instruments.  Adoption of this guidance did not have an effect on the
Company’s financial statements.





--
 
 RUBICON
MINERALS CORPORATION – MD&A – December 31,
2009


Mining
Exploration Costs




Effective
January 1, 2009, the Company adopted new CICA Emerging Issues Committee guidance
in EIC-174, “Mining Exploration Costs”.  The EIC provides guidance on
the capitalization and impairment review of exploration
costs.  Adoption of this guidance did not have an effect on the
Company’s financial statements.





New
Accounting Pronouncements





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




Business
Combinations




In
January 2009, the CICA issued Handbook Sections 1582 – Business Combinations,
1601 – Consolidated Financial Statements, and 1602 – Non-Controlling
Interests.  These standards are effective January 1, 2011. Section
1582 replaces Section 1581 – Business Combinations and establishes standards for
the accounting for business combinations that is equivalent to the business
combination accounting standard under International Financial Reporting
Standards (“IFRS”).  Sections 1601 and 1602 replace Section 1600 –
Consolidated Financial Statements. Section 1601 provides revised guidance on the
preparation of consolidated financial statements and Section 1602 addresses
accounting for non-controlling interests in consolidated financial statements
subsequent to a business combination.




International Financial
Reporting Standards




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.  A major CA firm has been engaged to provide
advice and improve the quality of the conversion.




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




An
internal review has been completed of major differences between IFRS and
Canadian GAAP, where it is likely to affect Rubicon.  It is felt at
this stage that further review is needed with the Company’s advisors before
conclusions can be published.  It is expected that this review will be
completed in the second quarter. 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.




The
target will be to prepare these statements as soon a practicable through
2010.  It is expected that draft opening balance sheets will be
prepared during the second quarter.




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.  Meetings have been held with software vendors and an
implementation decision is expected to be made in the second
quarter.





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. A review of conversion risks has been completed and control
procedures implemented.




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.  Procedures have been implemented to ensure
compliant disclosures of pre-conversion progress.




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




Target
completion date is mid 2010.  Business implications will be reviewed
following completion of policy change review.  No significant
implications are anticipated as the key performance indicators of the business
are not based on financial results of operations.  There are no
compensation formulas based on financial results nor does that Company have any
contractual requirements for financial condition.




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 29, 2010, the Company had the following common shares and stock options
outstanding:




Common
      shares
            
            
            213,350,514Stock
      options1
            
            
            8,226,500Fully
      diluted share capital
            
            
            221,577,014




Note:




1.  Each
option entitles the holder to acquire one common share of the
Company




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, 2009 to provide reasonable assurance that all
material information relating to the Company and its consolidated subsidiaries
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, 2009, 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, 2009 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
2009,  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.




FORWARD
LOOKING STATEMENTS





This
MD&A and the documents incorporated by reference herein contain statements
that constitute “forward-looking statements” within the meaning of Section 21E
of the United States
Securities Exchange Act of 1934 and “forward-looking information” within
the meaning of applicable Canadian provincial securities legislation
collectively referred to herein as “forward-looking statements”.





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 judgement based on
facts and assumptions that management considers reasonable, including that the
demand for gold and base metal deposits develops as anticipated, that operating
and capital plans will not be disrupted by issues such as mechanical failure,
unavailability of parts and supplies, labour disturbances, interruption in
transportation or utilities, or adverse weather conditions, and that there are
no material unanticipated variations in the cost of energies or
supplies.





Forward-looking
statements include, but are not limited to statements regarding the use of
proceeds, costs and timing of the development of new deposits, statements with
respect to success of exploration and development activities, permitting time
lines, currency fluctuations, environmental risks, unanticipated reclamation
expenses, and title disputes or claims.





Forward-looking
statements often, but not always are identified by the use of words such as
“plans”, “seeks”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “targets”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words and phrases or
statements that certain actions, events or results “may”, “should”, “could”,
“would”, “might”, “will”, or “will be taken”, “occur” or “be
achieved”.




Forward-looking
statements involve known and unknown risks, uncertainties, assumptions and other
factors which 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.  These statements are based on a number of assumptions and
factors, including assumptions regarding general market conditions; future
prices of gold and other metals; possible variations in ore resources, grade or
recovery rates; actual results of current exploration activities; actual results
of current reclamation activities; conclusions of future economic evaluations;
changes in project parameters as plans continue to be refined; failure of plant,
equipment, or processes to operate as anticipated; accidents, labour disputes
and other risks of the mining industry; risks related to joint venture
operations; timing and receipt of regulatory approvals of operations; 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; the ability of third-party service providers to
deliver services on reasonable terms and in a timely manner; and delays in the
completion of development or construction activities. Other factors that could
cause the actual results to differ include market prices, results of
exploration, availability of capital and financing on acceptable terms,
inability to obtain required regulatory approvals, unanticipated difficulties or
costs in any rehabilitation which may be necessary, market conditions and
general business, economic, competitive, political and social
conditions.  Additional factors are discussed in the Company’s 2009
Annual Information Form, filed on SEDAR, at www.sedar.com, in the section titled
“Risk Factors”.
Although the Company has attempted to identify important factors that could
cause actual results to differ materially from those expressed or implied in
forward-looking statements, there may be other factors which cause actual
results to differ.  Significant additional drilling is required by the
Company at its Phoenix Gold Property to fully understand the system size before
a meaningful resource can be calculated and completed.  Accordingly,
readers should not place undue reliance on forward-looking
statements.


Forward-looking
statements contained herein are made as of the date of this MD&A and the
Company 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.




APPROVAL





The Board
of Directors, upon the recommendation of the Audit Committee, has approved the
disclosure contained in this MD&A.


--