OUTSTANDING SHARE DATA

As at November 6, 2008, the Company had the following common shares, stock options and warrants outstanding:

Common shares	147,985,201
Stock options	4,770,800
Warrants	10,714,271
Fully diluted shares outstanding	163,470,272

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, in the prior year, the Company 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.

GENERAL HIGHLIGHTS

Rubicon has two significant themes to focus on this quarterly report. The first is the continued success of our drilling of the F2 zone following its discovery in February, 2008 at the Company’s 100% owned Phoenix Project in Red Lake Ontario. As the exploration highlights below summarize, ,the mineralized zone at F2 has now been expanded to a vertical distance of 3,363 feet (1,025 metres) and an interpreted strike length of 1,181 feet (360 metres).

The second theme is the difficult conditions created by the current credit crisis and extreme volatility of equity markets and especially junior mining stocks. On a comparative basis, Rubicon’s share price has performed well reflecting, in our view, both its new discovery in Red Lake and also the relative strength of its treasury. The Company has elected to enter into a best efforts financing (see news release dated October 30th, 2008). In making this decision, the Company is seeking to ensure that it can continue its aggressive exploration programs without further concern over financial market conditions.

We have also responded to credit concerns by reviewing our investment policy. We have implemented a very conservative policy, for near term, of restricting investments of non-operating cash to Canadian government backed securities.

Another impact of the falling market on Rubicon has been the requirement to take a loss this quarter, in Other Comprehensive Income, of nearly a million dollars on our share investments in other companies. The bulk of this paper loss is from holding illiquid investments received from past spin-outs and in some cases still in escrow. As such this will have little impact on current and near term operations.

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 Highlights to September 30, 2008

Drilling

As of September 30, 2008, the Company has drilled a total of 40,260 metres, during the year, on the Phoenix property. The majority of this drilling was focused on the newly discovered “F2 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 east of the existing exploration shaft (142 metre-deep, currently flooded) which is planned to facilitate underground access. 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 3363 feet (1025 metres) and over an interpreted strike length of 1181 feet (360 metres). Significant results received as of October 30, 2008 are summarized below in Table 1 at the end of this document and a composite cross section is shown below in Figure 1. Drilling is on-going and complete assays remain pending.

Titan 24 Surveys

The company completed 25 line-kilometers of Titan 24 geophysical surveys on the Phoenix Project during the first quarter of 2008. This relatively new technique is designed to penetrate deeper than conventional surveys and thus help develop deep drill targets. The survey has detected several known near surface gold zones at Phoenix and appears to have detected the new F2 Zone, described above. Of additional interest, the survey has defined several new priority targets and structures ranging from depths of 200 to over 800 meters below surface.

Permitting is in progress and on schedule to carry out an up to $1.25 million Phase One program, part of a two phase underground exploration program at the Phoenix Gold Project. Phase One work includes the dewatering of the underground workings (expected to take 30-40 days once commenced) and the rehabilitation of the existing shaft and hoist facilities.

Rubicon is also working on securing required permits to allow it to carry out shaft deepening and underground development and drilling of the F2 Zone. Once the underground development is complete, Rubicon will be able to access the underground workings to allow continuous drilling of the recently discovered F2 Zone and to drill test a large associated Titan 24 anomaly with the goal of extending the known mineralized envelope.. The Titan24 anomaly is interpreted to correlate, in part, with the F2 mineralized zone and extends laterally from the F2 Zone for over 5000 feet to depths up to 2500 feet (the depth limit of the current survey). Phase One permits are expected to be in hand during the fourth quarter.. Currently, exploration is being carried out using two barge-mounted drills from the water in East Bay.

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 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 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 continued encouragement of the F2 zone at 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). 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.

Total drilling on 100% controlled Red Lake projects in 2008 amounted to 43,410 metres, exclusive of partner funded programs.

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 currently being explored on the adjacent Gold Eagle Mines property and to the setting of the major gold deposits of the camp hence is well located for future exploration.

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”). Under terms of the Letter Agreement dated April 18, 2006 (effective date of the Agreement is May 1, 2006), Solitaire must incur $2,500,000 in expenditures on the property over 4 years, make an initial cash payment of $5,000 (completed) and issue to the Company 50,000 shares of Solitaire (completed) to earn a 55% interest in the property. The property is subject to a sliding scale NSR of 1.75% to 2.5% depending on the price of gold.

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. 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 (analogous with the Hemlo deposit). 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 deep drill hole at Sidace and has met its expenditure commitment for 2008. The property remains open for follow-up in 2009.

Humlin Property

The Company has 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”). Under terms of the Letter Agreement dated April 18, 2006 (Effective Date of the Agreement is May 1, 2006), Solitaire must incur $2,500,000 in expenditures on the property over 4 years, make a an initial cash payment of $5000 (completed) and issue to the Company 50,000 shares of Solitaire (completed) to earn a 55% interest in the property. The property is subject to a sliding scale NSR of 1.75% to 2.0% depending on the price of gold, including the underlying Hammell Agreement.

During the first year of the agreement exploration expenditures in the amount of $250,000 are a firm and binding commitment. A 2007 winter drill program consisting of 1,380 metres was completed in February 2007 completing the first year commitment. No significant assays were returned.

Partner Solitaire is currently funding a soil sampling survey on claims immediately adjacent to Goldcorp’s North Madsen property and northwest of Claude Resources’ Madsen property. Solitaire is required to spend a total of $400,000 to maintain the option in good standing prior to the end of 2008.

Westend Property

The Company has 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 (in progress), 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 4 of the claims in the Agreement.

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.

The Company finalized 6 new property agreements during the nine months ended September 30, 2008 and spent $153,811 on acquisition costs and recovered $681,115. During the quarter ended September 30, 2008, no new property agreements were finalized and the Company spent $2,192 on acquisition costs and recovered $271,716 in cash and shares. The cash and shares received are recorded on the property statement as a recovery of the $153,811 in acquisition costs and the excess is recorded on the statement of operations and deficit as option receipts in excess of property costs.

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 world class 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.

Rimfire Option

Under the terms of the Rimfire option agreement, Rubicon must complete expenditures totaling US$4.8 million in exploration over six years to earn a 60% interest in five properties. Upon vesting, Rubicon may obtain a further 10% interest in the properties by completing a feasibility study, and at Rimfire's election, may obtain an additional 5% (for a total of 75%) by providing a project financing loan to be repaid from Rimfire’s free cash flow upon production.

Exploration during the Period

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 has spent US$1.5 million in Alaska to bring its total exploration expenditures in Alaska in 2007 and 2008 up to US$4.5 million. This completes the Company’s commitment, as required under the McEwen transaction, for Alaska exploration.

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 worth of exploration. Pursuant to the McEwen acquisition and financing agreements, Rubicon has met the requirement of spending US$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.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources – 9 months ended September 30, 2008.

Following the $15 million McEwen financing of May 2007 and the $10.4 million November 2007 flow-through financing, the Company had working capital of $30.7 million at the 2007 year end. Working capital was reduced to $17 million as at September 30, 2008 mainly due to exploration expenditures of $12.5 million cash for the 9 months ending September 30, 2008.

The Company’s investment policy at period end was to invest excess funds only in bankers acceptances guaranteed by major Canadian banks or instruments of equivalent or better security. Due to current market concerns, investments have been further restricted to government of Canada backed securities and operating cash in major Canadian banks. The Company has no exposure to asset-backed commercial paper.

On October 30, 2008, the Company entered into an agreement with GMP Securities L.P. and a syndicate of agents in connection with a "best efforts" private placement of up to 4,500,000 flow-through common shares ("Flow-Through Shares") at an issue price of $1.35 per Flow-Through Share for proceeds of up to $6,075,000 and up to 5,500,000 common shares ("Common Shares") at $1.10 per Common Share for proceeds of up to $6,050,000.

In addition, the Agents shall have the option, exercisable until the Closing Date to sell up to an additional 1,800,000 Common Shares at a price of $1.10 per Common Share for additional gross proceeds of up to $1,980,000.

The agent related financing is subject to a 5.5% commission.

Contemporaneously with the closing of the offering, the Company intends to complete a non-brokered private placement of up to an additional 370,370 Flow-Through Shares at a price of $1.35 per Flow-through Share for aggregate gross proceeds of up to approximately $500,000 to certain insiders and employees of the Company and to certain other qualified investors.

Pursuant to the McEwen financing of May 2007, Robert McEwen and associated companies were granted the right, to participate pro-rata in future financings. It is not known at this time to what degree they will exercise this right, if at all.

The financing is subject to regulatory approval

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Readers are cautioned that this financing has not closed and is proceeding on a best efforts basis. Risks to completion include the need for agents to place the offering, regulatory approvals and satisfactory due diligence.

The Company currently has sufficient funds to meet its working capital requirements and other requirements to the end of 2009 irrespective of the completion of the current financing.

Operating Cash Flows – 9 months ended September 30, 2008

The reduction in cash used in operations of $788,588 compared to the prior year of $1,106,905 is mostly attributable higher legal expense and higher interest income in the prior year offset by higher investor relations and salary costs and higher option receipts in the current year to date period as discussed above under operating results.

Investing Activities – 9 months ended September 30, 2008

For the 9 months ended September 30, 2008, the Company spent $12.5 million in cash on mineral property acquisition and exploration. During the same period, the Company recovered in cash $171,303 of exploration expenditures and option payments from optionees of the Company’s properties

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