Rubicon Minerals Closes C$9 Million Private Placement

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

TSX: RMX | OTCQX: RBYCF

TORONTO, Feb. 27, 2020 /CNW/ - Rubicon Minerals Corporation (TSX: RMX | OTCQX: RBYCF) ("Rubicon" or the "Company") announces that it has closed its "bought deal" private placement offering of common shares of the Company that qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) ("Flow-Through Common Shares") previously announced and upsized on February 7, 2020 (the "Offering").

Pursuant to the Offering, Rubicon issued an aggregate of 6,294,000 Flow-Through Common Shares at a price of C$1.43 per Flow-Through Common Share for total gross proceeds of C$9,000,420, including the exercise in full of the underwriters' option granted to the underwriters. The Offering was conducted by a syndicate of underwriters led by Cormark Securities Inc. and including Industrial Alliance Securities Inc., Mackie Research Capital Corporation, Laurentian Bank Securities Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Corp. and TD Securities Inc.

The proceeds from the Offering will be used to incur "Canadian exploration expenses" ("CEE") (within the meaning of the Income Tax Act (Canada)) related to Rubicon's Phoenix Gold Project, McFinley Zone, Pen Zone, and other regional exploration targets in Ontario. The Company will renounce such CEE to the purchasers of the Flow-Through Common Shares with an effective date of no later than December 31, 2020.

The closing of the Offering remains subject to final approval of the Toronto Stock Exchange (the "TSX"). The Flow-Through Common Shares issued under the Offering are subject to a hold period in Canada expiring four months and one day from closing of the Offering.

George Ogilvie, President, Chief Executive Officer, and director, and Peter Jones, director, participated indirectly in the Offering and acquired an aggregate of 117,639 common shares for C$119,991.78. Franklin Resources, Inc., an institutional investor and insider of the Company (as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10% of the outstanding common shares of the Company), participated indirectly in the Offering and acquired an aggregate of 840,000 common shares for C$856,800. The indirect 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 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.

Mr. Ogilvie commented, "With the completion of the financing, the Company is well funded to advance our exploration programs this year. We are especially excited about our drilling programs at the highly-prospective McFinley and Pen Zone targets, which are close to existing underground infrastructure at the Phoenix Gold Project, and the Company aims to provide results from these targets throughout the year. We thank our current and new shareholders for their continued support. I have participated indirectly in this Offering to increase my ownership in Rubicon to an aggregate of 580,479 common shares and to further align my interests with the other shareholders of the Company."

This news 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 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 
This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, the intended use of proceeds of the Offering, the renouncing of CEE to purchasers of the Flow-Through Common Shares, the ability of the Company to obtain the final approval of the TSX and the status of the Company's funding to advance its exploration programs and drilling programs and anticipated timing with respect to providing results of same. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "offering", "expected" "aims" and "will", or variations of such words, 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 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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