Rubicon Minerals Announces the Closing of a C$5.3 Million Non-Brokered Private Placement Equity Financing

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TSX: RMX | OTCQX: RBYCF

TORONTO, July 29, 2019 /CNW/ - Rubicon Minerals Corporation (TSX: RMX | OTCQX: RBYCF) ("Rubicon" or the "Company") announces it has closed a non-brokered private placement financing of 6,883,116 common shares of the Company (the "Common Shares") at a price of C$0.77 ("the Offering Price") per Common Share for aggregate gross proceeds to the Company of approximately C$5.3 million (the "Offering"). The Offering Price represents an approximate 2.53% discount to the market price of C$0.79 (based on the five-day volume weighted average trading price of the Common Shares following the close of markets on July 16, 2019) at the time the Company submitted its application to the Toronto Stock Exchange for price protection in connection with the Offering and in accordance with Toronto Stock Exchange policies.

The proceeds from the Offering will be used for working capital and general corporate purposes. Certain members from the Rubicon Board of Directors (the "Board") and management team have participated in the Offering.

George Ogilvie, P.Eng., President and Chief Executive Officer of Rubicon commented, "This financing shores up our balance sheet as we progress towards completion of the new Preliminary Economic Assessment for the Phoenix Gold Project and further advance the Project, including potentially towards a feasibility study. Certain members of the Board and management team, including myself, participated in this financing to further align our interests with the shareholders of the Company."

George Ogilvie, President, Chief Executive Officer and director, Nicholas Nikolakakis, Chief Financial Officer and Corporate Secretary, Peter Jones, director, Aleksandra Bukacheva, director, David Palmer, director, and Dan Burns, director, participated in the Offering and acquired an aggregate of 64,000 Common Shares for C$49,280. The participation of these insiders in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to insiders nor the consideration paid by insiders exceeded 25 percent of the Company's market capitalization. The Company did not file a material change report in respect of the transaction 21 days in advance of the closing of the Offering because insider participation had not been confirmed. The shorter period was necessary in order to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Rubicon Minerals Corporation
Rubicon Minerals Corporation is an advanced gold exploration company that owns the Phoenix Gold Project, located in the prolific Red Lake gold district in northwestern Ontario, Canada. Additionally, Rubicon controls the second largest land package in Red Lake consisting of over 285 square kilometres of prime, strategic exploration ground, and more than 900 square kilometres of mineral property interests in the emerging Long Canyon gold district that straddles the Nevada-Utah border in the United States. Rubicon's shares are listed on the Toronto Stock Exchange (RMX) and the OTCQX markets (RBYCF). For more information, please visit our website at www.rubiconminerals.com.  

RUBICON MINERALS CORPORATION
George Ogilvie, P.Eng.
President, CEO, and Director

Cautionary Statement regarding Forward-Looking Statements and other Cautionary Notes
All statements, other than statements of historical fact, contained in this news release, including but not limited to any information as to the future performance of the Company, constitute "forward-looking statements" and "forward looking information" (collectively, "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "advance", "anticipates", "estimates", "forward", "future", "may", "plans", "potential", "preliminary", "Preliminary Economic Assessment", "progress", "project", "risk", and "will", or variations of such words, and similar such, and similar such words, expressions or statements that certain actions, events or results may or may not be achieved or occur in the future. In some cases, forward-looking statements may be stated in the present tense, such as in respect of current matters that may be continuing, or that may have a future impact or effect.

Forward-looking statements include, but are not limited to, statements regarding the anticipated use of proceeds of the Offering, the anticipated effect that the proceeds of the Offering will have on the Company's balance sheet, the status of the Company's progress towards completion of the Preliminary Economic Assessment for the Phoenix Gold Project and the Company's plans to further advance the Phoenix Gold Project, including potentially towards a feasibility study. 

Forward-looking statements are made as of the date of this news release, based on the expectations, assumptions, opinions and estimates of management as of the date such statements are made, which management considers reasonable, and represent management's best judgment. If such expectations, assumptions, opinions and estimates prove to be incorrect, actual and future results may be materially different than expressed or implied in the forward-looking statements.  Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors which may cause Rubicon's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others: possible variations in mineralization, grade or recovery or throughput rates; uncertainty of mineral resource estimates; inability to realize exploration potential, mineral grades and mineral recovery estimates; actual results of current exploration activities; actual results of reclamation activities; uncertainty of future operations, delays in completion of exploration plans for any reason including insufficient capital, delays in permitting, and labour issues; conclusions of future economic or geological evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents and other risks of the mining industry; delays and other risks related to operations; timing, receipt and maintenance of permits and other required regulatory approvals; the ability of Rubicon and other relevant parties to satisfy regulatory requirements; the ability of Rubicon to comply with its obligations under material agreements including financing agreements; the availability of financing for proposed programs and working capital requirements on reasonable terms; the ability of third-party service providers to deliver services on reasonable terms and in a timely manner; risks associated with the ability to retain key executives and key operating personnel; cost of environmental expenditures and potential environmental liabilities; dissatisfaction or disputes with local communities or First Nations or Aboriginal Communities; failure of plant, equipment or processes to operate as anticipated; market conditions and general business, economic, competitive, political and social conditions; our ability to generate sufficient cash flow from operations or obtain adequate financing to fund our capital expenditures and working capital needs and meet our other obligations; the volatility of our stock price; the ability of our common stock to remain listed and traded on the TSX; and the "Risk Factors" in the Company's annual information form dated March 22, 2019 ("2019 AIF"). The foregoing list of assumptions, risks, uncertainties and other factors is not exhaustive.  The forward-looking statements contained herein are expressly qualified by this cautionary statement as well as those in other continuous disclosure documents of the Company filed under its profile at www.sedar.com including, but not limited to, the 2019 AIF. Forward-looking statements contained herein are made as of the date of this news release and Rubicon disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release

SOURCE Rubicon Minerals Corporation

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