Management Discussion and Analysi

Management's Discussion and Analysis

November 30, 2013

Rugby Mining Limited

Management's Discussion and Analysis

For the nine months ended November 30, 2013

January 28, 2014

In this document: (i) unless the content otherwise requires, references to "our", "we", "us", "its", "the Company" or "Rugby" mean Rugby Mining Limited and its subsidiaries; (ii) information is provided as of November 30, 2013, unless otherwise stated; and (iii) "$" refers to Canadian Dollars, "US$" refers to US dollars and "A$" refers to Australian dollars.

All amounts are expressed in Canadian dollars unless otherwise noted. All documents noted above and any additional information relating to the Company, are available for viewing on SEDAR at www.sedar.comand/or the Company's website at www.rugbymining.com.

Forward-Looking Statements

These forward-looking statements, principally under the heading "Outlook", but also elsewhere in this document include estimates, forecasts and statements as to the Company's belief with respect to, among other things, the timing of drilling, timing for receipt of permits, the potential for the success of its exploration programs and the quality of its exploration results, the Company's ability to continue to access the capital necessary to allow it to perform its obligations under its option and earn-in agreements with respect to its Hawkwood, Mabuhay and Comita properties, the Company's ability to mitigate foreign exchange risk, the ability of the Company to respond to market fluctuations and government regulations and the ability of the Company to demonstrate that a commercially viable mineral deposit exists on its various projects.

Certain statements contained in this MD&A constitute forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. While the Company has based these forward-looking statements on its expectations about future events as at the date that this document was prepared, the statements are not a guarantee of the Company's future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change except as required by law. Such factors and assumptions include, amongst others, the effects of general economic conditions, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations, misjudgements in the course of preparing forward-looking statements. In addition, there are also known and unknown risk factors which may cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

• risks related to the Company's lack of revenues from operations and its continued ability to fund ongoing and planned exploration and possible future mining operations;
• risks related to the Company's history of losses, which are likely to continue to occur in the future;
• risks related to the on-going credit crisis in the United States and Europe and the Company's ability to raise capital in the future to fund its operations;
• risks related to operating within foreign currency regulations in Colombia and the Philippines and the enactment or enforcement of additional restrictions;
• changes in the market price of gold and silver, and other minerals which in the past have fluctuated widely and which could affect the Company's ability to finance its ongoing activities as well as the profitability of possible future operations and financial condition;

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• risks related to currency fluctuations;
• uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits;
• risks related to the dangers of mineral exploration, including conditions or events beyond the Company's control;
• uncertainty in the Company's ability to obtain and maintain certain permits necessary for current and anticipated operations;
• risks related to the Company being subject to environmental laws and regulations which may increase the costs of doing business and/or restrict activities;
• risks related to land reclamation requirements which may be burdensome;
• risks over the uncertainty in the Company's ability to attract and maintain qualified management and other personnel to meet the needs of anticipated growth and risks relating to its ability to manage growth effectively;
• risks related to the Company's mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title as well as risks associated with the foreign ownership of mineral properties in jurisdictions such as the Philippines and Colombia, which may affect the Company's ability to continue exploration and development activities;
• risks related to increased competition that could adversely affect the Company's ability to attract necessary capital funding or acquire suitable properties for mineral exploration in the future;
• risks related to officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests;
• the volatility of the Company's common share price and volume;
• tax consequences to Canadian shareholders and United States shareholders;
• risks relating to potential claims by indigenous people over the Company's mineral properties;
• risks related to the Company not being able to complete a Consulta Previa to allow access to Comita and/or not being able to meet the drilling and/or expenditure requirements under the option agreement resulting in the loss of the property; and
• risks related to working in jurisdictions where there is a history of political instability and social unrest.

The above is not an exhaustive list of the factors that may affect forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors are cautioned against attributing undue certainty to forward-looking statements.

All statements are made as of the date of this MD&A and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

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Description of Business

The Company is an emerging mineral resource company exploring for gold, silver and copper.

The Company was incorporated on January 24, 2007. The results of the most recently completed financial year are set out in the Company's audited financial statements for the year ended February 28, 2013.

The Company began and ended the quarter with 46,035,000 shares outstanding.

Projects

Cobrasco Porphyry Copper Gold Project, Colombia

The Cobrasco Porphyry Copper Gold Project ("Cobrasco") is located 100 kilometres ("km") southwest of Medellin in the Choco Region of Colombia.

The 100% Rugby owned Cobrasco concession was purchased in an arm's length transaction in April 2013 for $110,523. The concession covers 3,000 hectares ("ha") and is located to the immediate north and south of the Comita concession currently under option to Rugby. The project is subject to a 1% net smelter royalty ("NSR").

The area's geological potential was first recognized during the 1980's by a German government ("BGR") reconnaissance exploration program which identified extensive and strongly anomalous copper stream sediment geochemistry which defined outcropping copper porphyry style mineralization.

Cobrasco is situated within undulating terrain with elevation ranging up to 900 metres ("m"). Mineralization is hosted by a sequence of felsic tuffs, proximal to and immediately west of the contact with a number of syenite to monzonite intrusives. Previous exploration by the BGR indicates potential for an enriched supergene blanket containing chalcocite after bornite, cuprite, malachite and native copper. Molybdenite was also observed. Alteration appears similar to other large porphyry copper systems where primary magnetite is replaced by hematite (martitization). Mineralized outcrops of stockwork quartz-bornite veining occur within the property. To date, no systematic modern exploration or drilling has been conducted on the property.

Significantly, the Company has completed a Consulta Previa ("CP") agreement with the local Cocomacia communities which provides exploration access to the Cobrasco concession area for a period of ten years. The agreement is broadly based and provides for economic assistance to the local community as well as social development programs. The CP consultation process was carried out by the Company, Cocomacia and local community leaders under the supervision of the Colombian Ministry of the Interior. This is the first successful mineral exploration CP to be carried out in Choco Province.

Exploration of Cobrasco is expected to commence in 2014 with a focused program of geological mapping, geochemical sampling and ground-based geophysical surveys. This work will assist in drill targeting within the large historic geochemical anomaly on the property. An application for a drilling permit is expected to follow this program, with approval anticipated by year-end.

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Comita Porphyry Copper Gold Project, Colombia

The Comita Porphyry Copper Gold Project ("Comita") is located directly adjacent to Rugby's Cobrasco concession.

In 2011, Rugby completed a low level aeromagnetic survey which produced information that will be used in the planning of future drill programs. An exploration program at Comita is awaiting the commencement and successful completion of a CP allowing access to the area.

The Comita Agreement

On October 12, 2010, the Company announced it had entered into an option agreement (the "Comita Agreement") over Comita, granting the Company the right to earn up to a 60% indirect interest in the project. The Comita Agreement provides that the mineral title at Comita will be transferred to a new Colombian entity ("Newco") and grants the Company the right to earn an initial 40% interest in Newco upon completion of certain exploration activities and incurring expenditure commitments, with a further option to earn an additional 20% interest, for a total interest of 60% in Newco. Under the terms of the Comita Agreement, the Company can earn the 60% interest in Newco (an effective 60% indirect interest in the Comita project) if it completes the obligations set out in the two options as follows:

Option 1: The Company has an initial 5 year option to acquire an indirect 40% indirect interest in the Comita project by incurring US$10.0 million in exploration expenditures which include at least 10,000 m of drilling as follows:

1. US$250,000 on or before October 21, 2011, the first anniversary date of the agreement (incurred).
2. Thereafter the Company has the option, but not the obligation to incur US$9.75 million over the following four years with minimum annual expenditures of US$250,000 (minimum expenditure requirements have been met for the first 3 years) until such time as the Comita project is removed from the forestry reserve, following which the minimum annual expenditure increases to US$1.0 million.

Excess expenditure in any given year may be carried forward to the next year, however such carry forward is limited to US$1.0 million at the end of the initial 5 year option. Upon incurring the expenditures set out above, the Company is required to provide the title holder with notice that it has met the requirements to acquire the initial 40% interest in Newco following which the title holder has 90 days to elect to resume management of the Comita project. In the event that the title holder elects to resume management of the Comita project, a joint venture will be formed and dilution provisions will apply. Should the title holder elect not to resume management of the Comita project, the Company will be granted a second option to acquire a further 20% interest in Newco as set out below.

Option 2: Upon the Company being granted the second option it will have 3 years to acquire an additional 20% interest in Newco for a total 60% indirect interest in the project by incurring an additional US$15.0 million in expenditures, including 20,000 m of drilling with minimum annual expenditures of US$1.0 million on or before October 21, 2018.

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