40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check one)

[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007 Commission file number: 001-32292

RUBICON MINERALS CORPORATION

__________________________________________________________

(Exact name of Registrant as specified in its charter)

Not applicable	British Columbia, Canada	Not Applicable
(Translation of Registrant’s name into English (if applicable))	(Province of other jurisdiction of incorporation or organization)	(I.R.S. employer Identification Number (if applicable))

1000

_______________________________________________________________________________

(Primary Standard Industrial Classification Code Number (if applicable))

1540-800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6

(604) 623-3333

________________________________________________________________________________

(Address and telephone number of Registrant’s principal executive offices)

DL Services Inc.

1420 Fifth Avenue, Suite 3400, Seattle, Washington 98101

Telephone: (206) 903-5448

__________________________________________________________________________

Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Common shares, no par value	American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

_____________________

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

______________________

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

[ X ]  Annual information form                                                                                [ X ]  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As at December 31, 2007, 147,871,501Common Shares without par value were issued and outstanding.

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

[   ] Yes: 82-____________                                                      [  X   ] No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

[ X ]Yes                                                      [    ] No

EXPLANATORY NOTE

Rubicon Minerals Corporation (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) on Form 40-F.  The Company is a “foreign private issuer” as defined in Rule 3b-4 under the 1934 Act and in Rule 405 under the Securities Act of 1933.  Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the 1934 Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995.  Such forward looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited.  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.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by  the forward-looking statements, including, without limitation:

·   risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;

·   results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations;

·   mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;

·   the potential for delays in exploration or development activities or the completion of feasibility studies;

·   risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;

·   risks related to commodity price fluctuations;

·   the uncertainty of profitability based upon the Company’s history of losses;

·   risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for the Company’s planned exploration and development projects;

·   risks related to environmental regulation and liability;

·   risks related to tax assessments;

·   political and regulatory risks associated with mining development and exploration; and

·   other risks and uncertainties related to the Company’s prospects, properties and business strategy.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the exhibits attached to this Annual Report.  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.  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.  Investors are cautioned against attributing undue certainty to forward-looking statements.

NOTE TO UNITED STATES READERS -

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under multi-jurisdictional disclosure system, adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this annual report in accordance with Canadian disclosure requirements, which differ from those of the United States.  The Company prepares its financial statements, which are filed with this Annual Report on Form 40-F, in accordance with Canadian generally accepted accounting practices (“GAAP”), and they are subject to Canadian auditing and auditor independence standards.  They are not comparable  to financial statements of United States companies.  Significant differences between Canadian GAAP and United States GAAP are described in Note 17 of the audited consolidated financial statements of the Company.

CURRENCY

Unless otherwise indicated, all dollar amounts in this report are Canadian dollars.  The exchange rate of Canadian dollars into United States dollars, on December 31, 2007, based upon the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York, was US $1.00 = CDN$0.9881.

RESOURCE AND RESERVE ESTIMATES

The Company’s Annual Information Form filed as Exhibit 1to this Annual Report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws.  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum’ (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act.  Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.  Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

ANNUAL INFORMATION FORM

The Company’s Annual Information Form(“AIF”) for the fiscal year ended December 31, 2007, is filed with this Annual Report as Exhibit 99.1 and incorporated by reference in this Annual Report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS

Audited Annual Financial Statements

The audited consolidated financial statements of the Company for the years ended December 31, 2007, 2006, and 2005, including the report of the independent registered public accounting firm with respect thereto, is filed with this Annual Report as Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.

For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 14 to the audited consolidated financial statements filed with this Annual Report on Form 40-F as Exhibit 99.2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s Management’s Discussion and Analysis (“MD&A”) is filed with this Annual Report as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this report, the fiscal year ended December 31, 2007, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a –15(e) and Rule 15d –15(e) under the Exchange Act).  Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

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 as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria set forth in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007 and no material weaknesses were discovered.

The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended December 31, 2007.   In this report, the Company’s independent registered auditor, DeVisser Gray LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2007.  DeVisser Gray LLP has audited the Company’s financial statements included in this Annual Report on Form 40-F and has issued an attestation report on the Company’s internal control over financial reporting.  The Auditor’s Attestation Report onInternal Controls over the Financial Reporting is included with the Auditor’s Report in the consolidated financial statements attached heretoasExhibit 99.2.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 40-F, no changes occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individualacts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The Company’s Audit Committee is comprised of three directors, John R. Brodie (Chair), Kevin D. Sherkin and Philip S. Martin, each of whom the Company’s board has determined is “independent”under MI 52-110 and AMEX Rules 121 and 803A.  The Company has adopted the criteria for director independence and unrelatedness for members of public company audit committees that are consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated thereunder, and the rules of the American Stock Exchange as currently in effect.  All of the Audit Committee members are “financially literate”as such term is defined in MI 52-110.

The Company’s Board of Directors has determined that John R. Brodie, FCA, a member of its audit committee, qualifies as an “audit committee financial expert”within the meaning of the Commission’s rules.

Each audit committee member possesses education or experience that is relevant to the performance of their responsibilities as audit committee members of the Company.  John R. Brodie is a Fellow of the Institute of Chartered Accountants (FCA) and was a Partner of KPMG, Chartered Accountants, between August 1969 and August 2003.  Mr. Brodie also serves on the audit committee of Far West Mining Ltd. (TSX) and Silver Standard Resources Inc. (TSX).  Kevin Sherkin LLB is a practicing lawyer in Toronto, and serves as a nominee of several Ontario based shareholders.  He also has extensive contacts in the Toronto business community.  Mr. Sherkin also serves as a director of Golden Goose Resources Inc. (TSX-V).  Philip Martin is a Director of the Company and has a B.Sc. (Hons) degree in Mining Engineering from the Royal School of Mines, Professional Engineer designation in Ontario and an MBA from Cranfield University, UK.  Mr. Martin is based in Toronto and has over 30 years experience in the mining industry ranging from mining engineer (1969-1979), corporate finance positions with Toronto Dominion Bank (1979-1986), research analyst (1986-1994).  Mr. Martin currently provides consulting services to the corporate and financial sectors.  Mr. Martin was Director and Managing Partner of Gordon Capital Corporation (1995-1998) and Director/Vice President of First Associates Investments Inc. (2000-2002).

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

The Company has adopted a Code of Conduct and Ethics applicable to its employees, officers and directors, including its Chief Executive Officer and Chief Financial Officer.  A copy of the Company’s Code of Conduct and Ethics was previously filed with the Securities and Exchange Commission as Exhibit 99.1 to Form 6-K filed on July 18, 2006 and is available in print, without charge, to any shareholder who requests it.  A copy of the Company’s Code of Conduct and Ethics is available on the Company’s website at www.rubiconminerals.com.

All amendments to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s web site, submitted on Form 6-K and provided in print to any shareholder who requests them.

PRINCIPAL ACCOUNTING FEES AND SERVICES –INDEPENDENT AUDITORS

The table setting forth the Company’s fees paid to its independent auditor, DeVisser Gray LLP, Chartered Accountants (“DeVisser Gray LLP”) for the years ended December 31, 2007 and 2006 are set forth below:

	Years ended December 31
	2006	2007
Audit:	$           32,000	$     38,000
Audit Related:	$                     -	$                -
Tax	$                    -	$                -
All Other Fees	$                    -	$                -
Total	$          32,000	$     38,000

"Audit Fees" are the aggregate fees billed by DeVisser Gray LLP for the audit of the Company’s consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connectionwith statutory and regulatory filings or engagements.

"Tax Fees" are fees for professional services rendered by DeVisser Gray LLP for tax compliance, tax advice on actual or contemplated transactions.

The audit committee pre-approves all services provided by our independent auditors.  The pre-approval process has just been implemented in response to the new rules.  Therefore, the audit committee does not have a record of what percentage of the above feeswere pre-approved.  However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off balance sheetarrangements other as disclosed in the notes to its consolidated financial statements.

TABLE OF CONTRACTUAL COMMITMENTS

The following table lists as of December 31, 2007 information with respect to the Company’s known contractual obligations.

	Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Obligations	Nil	Nil	Nil	Nil	Nil
Capital (Finance) Lease Obligations	Nil	Nil	Nil	Nil	Nil
Operating Lease Obligations	$224,502	$80,207	$144,295	Nil	Nil
Purchase Obligations	Nil	Nil	Nil	Nil	Nil
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements	Nil	Nil	Nil	Nil	Nil
Total	$224,502	$80,207	$144,295	Nil	Nil

This table includesall contractual obligations.

AMEX CORPORATE GOVERNANCE

The Company’s common shares are listed on The American Stock Exchange (“AMEX”).  Section 110 of the AMEX company guide permits AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX listing criteria based on these considerations.  A company seeking relief under these provisions is required to provide written certification from independent local counsel that thenon-complying practice is not prohibited by home country law.  A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to AMEX standards is as follows:

Shareholder MeetingQuorum Requirement:  The AMEX minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock.  In addition, a company listed on AMEX is required to state its quorum requirement in its bylaws.  The Company’s quorum requirement is set forth in its Articles.  A quorum for a meeting of shareholders of the Company is two persons present and being, or represented by proxy, shareholders who, in the aggregate hold at least 5% of the issued shares entitled to be voted atsuch meeting.

Proxy Delivery Requirement:  AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules.  The Company is a “foreign private issuer”as defined in Rule 3b-4 under the 1934 Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Securities Exchange Act of 1934, as amended.  The Company solicits proxies in accordance with applicable rules and regulations in Canada.

The foregoing is consistent with the laws, customs and practices in Canada.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registeredpursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process

The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process on March 31, 2008, with respect to the class of securities in relation to which the obligation to file this annual report arises, which Form F-X is incorporated herein byreference.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

RUBICON MINERALS CORPORATION

By /s/Robert G. Lewis

Robert G. Lewis

Chief Financial Officer

Date: March 31, 2008

EX-99.1

ANNUAL INFORMATION FORM

OF

RUBICON MINERALS CORPORATION

Suite 1540 - 800 West Pender Street

Vancouver, BC  V6C 2V6

March 31, 2008

(for the year ended December 31, 2007)
 

TABLE OF CONTENTS

Glossary of Terms[

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PRELIMINARY NOTES

Documents Incorporated by Reference

Incorporated by reference into this AIF are the Audited Consolidated Financial Statements and Management’s Discussion and Analysis of Rubicon Minerals Corporation (“Rubicon” or “the Company”) for the financial years ended December 31, 2007, the Material Change Reports of the Company dated May 25, 2007 and November 21, 2007, the press release of the Company dated June 19, 2007, the Management Information Circular dated April 2, 2007 for the Company’s 2007 Annual Meeting held on May 14, 2007, and the Technical Report on the McFinley Gold Property dated December 9, 2005, copies of which may be obtained online on the SEDAR website at www.sedar.com.  All financial information in this AIF is prepared in accordance with generally accepted accounting principles in Canada.

Date of Information

All information in this AIF is as of December 31, 2007, unless otherwise indicated.

Currency

All dollar amounts are expressed in Canadian Dollars, unless otherwise indicated.

Glossary of Terms

Certain terms used herein are defined as follows:

General

“2007 Circular” means the Management Information Circular dated April 2, 2007 for the Company’s 2007 Annual and Special General Meeting held on May 14, 2007;

“AIF”means this Annual Information Form together with the documents incorporated by reference;

“AMEX” means the American Stock Exchange;

“Company” or “Rubicon” means Rubicon Minerals Corporation;

“net smelter return royalty”or “NSR” means the gross revenues as a payment realized from the disposition of product after deduction of limited deductions, such as cost incurred for sampling and assaying, transportation, insurance, treatment penalties, taxes on product or its disposition. A net smelter return is a share of the net revenues generated from the sale of metal produced by a mine;

“NI 43-101”means National Instrument 43-101 - Standards of Disclosure for Mineral Projects issued by the Canadian Securities Administrators;

“NI 51-102” means National Instrument 51-102, Continuous Disclosure Obligations, of the Canadian Securities Administrators;

“MI 52-110” means Multilateral Instrument 52-110, Audit Committees, of the Canadian Securities Administrators;

“preliminary feasibility study” and “pre-feasibility study” each mean a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve;

“qualified person”– in relation to a 43-101 technical report - an individual who

 1)   is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these;

 2)  has experience relevant to the subject matter of the mineral project and the technical report;  and

  3)  is in good standing with a professional association and, in the case of a foreign association listed in Appendix A to NI 43-101, has the corresponding designation of Appendix A to NI 43-101.

“TSX”means the Toronto Stock Exchange;

“TSX Venture”means the TSX Venture Exchange.

Geological Terms

“archean” - geological ages older than 2.4 billion years;

“arsenopyrite”- a sulphide of arsenic and iron having the chemical formula FeAsS;

“felsic”- light-coloured silicate minerals such as quartz, feldspar and feldspathoids; and

“intrusive”– a body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface.

“shear zone” - an area of rock which has failed or sheared in response to applied stress; and

“ultramafic” - igneous rocks consisting mainly of ferromagnesian minerals to the exclusion of quartz, feldspar and feldspathoids.

Resources/Reserves

“Indicated Mineral Resource”– (NI43-101 definition) - that part of a “Mineral Resource” for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed;

“Inferred Mineral Resource”– (NI43-101 definition)– that part of a “Mineral Resource” for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity.  The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes;

“Measured Mineral Resource” – NI-43-101 definition – that part of a “Mineral Resource” for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity;

“Mineral Resource” – NI43-101 definition – a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction.  The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge;

“Mineral Reserve” – NI43-101 definition – A Mineral reserve is the economically mineable part of a “Measured” or “Indicated Mineral Resource” demonstrated by at least a Preliminary Feasibility Study.  This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.  A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.  CIM standards differ from United States standards.  Under United States standards, a “reserve” is defined as a part of a mineral deposit which could be economically and legally extracted or produced at the time the mineral reserve determination is made, where “economically” implies that profitable extraction or production has been established or analytically demonstrated to be viable and justifiable under reasonable investment and market assumptions, and while “legally” does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved, for a reserve to exist, there should be a reasonable certainty based on applicable laws and regulations that issuance of permits or resolution of legal issues can be accomplished in a timely manner;

Cautionary Note to U.S. Readers:  All reserve and resource estimates contained in this annual report are calculated in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators and CIM Standards.  While the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” and “inferred mineral resource” are recognized and required by Canadian regulations, they are not defined terms under SEC standards in the United States.  As such, information contained in this AIF concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.  “Indicated mineral resource” and “inferred mineral resource” have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an “indicated mineral resource” or “inferred mineral resource” will ever be upgraded to a higher category of resource.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this AIF about anticipated future events or results are forward-looking statements. Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”,“should”, “could”, or “might” occur or be achieved and other similar expressions.  Forward-looking statements in this AIF include statements regarding the Company’s future exploration plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this AIF involve a number of risks and uncertainties.  As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements.  Some of these risks and uncertainties are identified under the heading “Risk Factors” in this AIF.  Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.  The forward-looking statements are qualified in their entirety by reference to the important factors discussed under the heading “Risk Factors” and to those that may be discussed as part of particular forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that 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.  Factors that could cause the actual results to differ include market prices, exploration success, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions.  These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, 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 and the ability of third-party service providers to deliver services in a timely manner.  Forward-looking statements contained herein are made as of the date of this AIF 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.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements.

CORPORATE STRUCTURE

Name, Address and Incorporation

Rubicon Minerals Corporation (the “Company”) was incorporated on March 4, 1996 under the Company Act (British Columbia) and was transitioned on June 23, 2005 under the Business Corporations Act (British Columbia).  The shareholders of the Company also passed special resolutions to remove the pre-existing company provisions, to alter the Company’s authorized share structure to an unlimited number of common shares and to adopt new Articles on June 23, 2005.

The Company’s head office is located at Suite 1540 - 800 West Pender Street, Vancouver, British Columbia V6C 2V6 and its registered office is located at Davis LLP, 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia V6C 2Z7.

Inter-Corporate Relationships

The Company has six wholly owned subsidiaries, 691403 BC Ltd., incorporated under the Business Corporations Act (British Columbia) on March 31, 2004, 1304850 Ontario Inc., incorporated under the Business Corporations Act (Ontario), on September 14, 1998, Rubicon Minerals Nevada Inc., incorporated under the Business Corporations Act (British Columbia), on May 1, 2007, Rubicon Alaska Holdings Inc., incorporated under Ontario Business Corporations Act on January 12, 2006, Rubicon Alaska Corp., incorporated under State of Nevada, on May 18, 2007 and Rubicon Nevada Corp., incorporated under the State of Nevada, on May 14, 2007.  691403 BC Ltd. holds the Company’s interest in certain surface patents on the McFinley property in Red Lake, Ontario.  1304850 Ontario Inc. holds certain mineral properties that were acquired pursuant to the ERD agreement, executed in March, 2003.  Rubicon Minerals Nevada Inc., holds 100% of Rubicon Nevada Corp. which holds all the Company’s Nevada properties.  Rubicon Alaska Holdings Inc. holds the beneficial title to all the Company’s Alaska properties and Rubicon Alaska Corp., holds the legal title to all the Company’s Alaska properties.  See “General Development of the Business – Ontario Properties – Red Lake”, “Investments – English Royalty Division” and “U.S. properties”.

The following chart illustrates the Company’s structure, including subsidiaries as described above (collectively the “Subsidiaries”) and their shareholdings:

GENERAL DEVELOPMENT OF BUSINESS

Three Year History

The Company is a Canadian based mineral exploration-stage company that explores for commercially viable gold and base metal deposits in North America through Company-funded and partner-funded exploration.  In addition, the Company selectively invests in other mineral exploration and resource companies that the Company deems to be of merit.

The Company is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Quebec in 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 AMEX in the United States under the symbol ‘RBY’.

In addition to its principal exploration properties, the Company held a 60.3% investment in a subsidiary named Toquima Minerals Corporation (“Toquima”) that held gold and base metal exploration properties in the States of Nevada and Alaska in the United States.  Also, the Company held a 39.6% interest in Africo Resources Ltd., a private B.C. Company that controlled an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo.  The Company does not have any assets or mineral properties that are in production or that contain a reserve

In addition to its principal exploration properties, during the three year period up until the July 13, 2006 Toquima plan of arrangement, the Company held a 60.3% investment in a subsidiary named Toquima Minerals Corporation (“Toquima”) that held gold and base metal exploration properties in the States of Nevada and Alaska in the United States.  The Company held a 39.6% interest in Africo Resources Ltd., a private B.C. Company that controlled an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo.  The Company does not have any assets or mineral properties that are in production or that contain a reserve.

On July 13, 2006, Carlin Gold Corporation completed a plan of arrangement, whereby Carlin acquired all of the share of Toquima, pursuant to which the Company exchanged its 7,903,978 shares, (60.3%) with a carrying value of $1,128,969 for 4,347,186 shares of Carlin Gold Corp. (“Carlin”) and 3,556,790 shares of Constantine Metal Resources Ltd. (“Constantine”) with a total value at the plan agreement date of $1,264,636.  90% of the Carlin and Constantine shares were placed in escrow, with 15% to be released every 6 months over 3 years.  After completion of the plan of arrangement and Constantine’s initial public offering, the Company owned approximately 13% of Carlin and 24% of Constantine.  Constantine shareholdings owned by the Company has subsequently been reduced to 15%.

On December 8, 2006, the Company closed a Plan of Arrangement (the “Arrangement”), pursuant to an Amended and Restated Arrangement Agreement as of November 22, 2006 and effective as of July 6, 2006 among the Company, Paragon Minerals Corporation (“Paragon”), CopperCo Resource Corp. (now Africo Resources Ltd.) (“Africo”) and Africo Resources Ltd. (now Africo Resources (B.C.) Ltd.) spinning off its Newfoundland assets and investment in Africo Resources Ltd.  As a result of the Plan of Arrangement, the Company began 2007 focused on its core Red Lake, Ontario properties, with a treasury of approximately $11.2 million sufficient to fund its exploration programs.  The Company’s Newfoundland properties were transferred into Paragon Minerals Corporation, a new public company, currently trading on the TSX Venture Exchange.  Each shareholder of the Company received 1/6 of a Paragon common share for each common share of the Company held on December 19, 2006.  All of the Company’s investment in Africo was transferred into the new Africo, a new public company, currently trading on the TSX. Each shareholder of the Company also received 0.968 of an Africo common share for each common share of the Company held on December 19, 2006.

On February 25, 2007, the Company entered into a letter agreement (“Letter Agreement”) with Evanachan Limited (“Evanachan”), McEwen Capital Corporation (“McEwen Capital”) and Lexam Explorations Inc. (“Lexam”) wherein Rubicon agreed to acquire a 513,000 acre land package in the area of the Pogo gold mine in Alaska (“Alaska Properties”) from Evanachan and McEwen Capital for approximately $22 million and acquire a 225,000 acre land position in northeast Nevada and Utah (the “Nevada Properties”) from Lexam and its indirectly wholly-owned subsidiary, Lexam Explorations U.S.A. Inc. (“Lexam USA”) for approximately $6 million, payable in shares of Rubicon.  Evanachan, Lexam and McEwen Capital are each controlled by Robert McEwen (“McEwen”), former Chairman and CEO of Goldcorp Inc.  McEwen, through the companies he controls, also agreed to acquire a major stake in Rubicon through the purchase by way of private placement of a minimum of $10 million in units of Rubicon (each, a “Unit”), and agreed to place on a best-efforts basis up to an additional $5 million, for a total of $15 million (the “Alaska/Nevada Offering”).  Each Unit consisted of one common share of Rubicon and one-half of one transferable warrant, with each whole warrant (a “Warrant”) entitling the holder to purchase one common share of Rubicon for a price of $1.50 for two years from the date of issuance.

On May 14, 2007, the shareholders of the Company approved the transactions, including the Alaska/Nevada Offering, the acquisition of the Alaska Properties and the Nevada Properties, and the change of control to McEwen.  The letter agreement was replaced and superseded by a definitive arrangement agreement dated May 18, 2007, among the Company, McEwen Capital, Evanachan, Evanachan (Alaska) Ltd. (“Evanachan Alaska”), Lexam, Lexam U.S.A. and McEwen (the “Arrangement Agreement”).  On May 18, 2007, the transactions closed and Rubicon issued 21,428,571 common shares and 10,714,271 Warrants pursuant to the Alaska/Nevada Offering.  Rubicon also issued 31,428,571 common shares to Evanachan for the Alaska Properties (acquired through the purchase of two companies owned by Evanachan, McEwen Capital and Evanachan Alaska, which owned the Alaska Properties) and 8,571,429 shares to Lexam USA for the Nevada Properties, all at a deemed value of $0.70 per share.  A copy of the Arrangement Agreement is attached to the Company’s Material Change Report dated May 25, 2007, which is filed on www.sedar.com.  The acquisition by the Company of the Alaska Properties and the Nevada Properties and the Alaska/Nevada Offering are referred to in this AIF as the “McEwen Transaction”.

Property Acquisitions and Options

Ontario Properties – Red Lake

The Company controls approximately 40% (approximately 21,000 ha) of the exploration property overlying the core of the Red Lake greenstone belt  located in the Red Lake Mining Division, Ontario centered roughly 10 km north of the town of Red Lake.  Red Lake, located in northwest Ontario, is 140 km north-northeast of Kenora and 435 km northeast of Winnipeg, the nearest major city.

Red Lake is serviced by an all-weather paved highway (Highway 105) from Kenora, and by scheduled airline or bus service from Kenora, Dryden or Winnipeg.  The Property is best accessed by boat from Red Lake, or by an extensive network of logging roads. In the winter months ice roads and skidoo trails provide access.

Temperatures vary from a low of -40º C in the winter to a high of 40º C in the summer. During typical winters sub-zero temperatures produce ice on the lakes that can be drilled on from January through March. Lake access to portions of the property is typically restricted during freeze-up from late November through December, and during spring break-up from late March to early May.

The physiography is typical of the Canadian Shield, consisting of small hilly glaciated outcrops separated by overburden and lake cover.  Elevations vary across the Property from approximately 340 metres to 430 metres above sea level. Vegetation typically consists of pine, spruce and birch forest.

Phoenix Gold Project

The Company’s material asset, the Phoenix Gold Project, previously referred to as the McFinley property, was acquired in 2002.  Over the past three years, the Company has incurred approximately $5.8 million in exploration expenditures on its McFinley property.  Exploration work over this period has included:

2005 Exploration

In 2005, the Company spent $2.5 million on the property.

During the first quarter of 2005, the Company completed a 7,491 metre diamond drilling program.  Drilling doubled the extent of the Phoenix Zone.  Mineralization in the main lens (PZ-1) now extends for 500 metres in strike length and to a depth of more than 200 metres below surface.

A previously unknown gold-bearing zone (CARZ) was discovered during the 2005 winter exploration program.  The newly discovered zone, located 75 metres structurally above the main Phoenix lens, now extends over a 120 metre strike length, 60 metres down dip and remains open in all directions.

A NI43-101 technical report was completed on the property in December 2005 and is available on www.sedar.com.

2006 Exploration

In 2006, the Company spent $732,431 on the McFinley property.

In the 3rd quarter of 2006, the Company completed a trenching program on the property.  The purpose of the trenching was to follow up on the Phoenix Zone and CARZ zone gold mineralization observed in drilling during 2005.

In 4th quarter of 2006, the Company completed an 11 hole, 1,490 metre diamond drill program.  The program was designed to test for the extension of the Phoenix Zone, both along strike and at depth.

2007 Exploration

To the end of December 2007 the Company has incurred approximately $2.85 million in exploration expenditures, completing 13,705 metres of drilling on its 100% owned Phoenix Gold Project.

Interim results were returned and released June 19, 2007 and further results were released July 30, 2007.

Each of the three new target areas drilled to date have intersected gold-bearing zones and are open for follow-up drilling.

After the McEwen Transaction closed, the Company announced a $10.4 million program to continue exploration during 2008.  Exploration is focused on expanding the current limits of mineralization and investigating a series of property-wide geological structures (faults) and will test targets up to 1000 metres below surface, generally where no previous drilling has been carried out.

The Company will evaluate any material changes to technical results following execution of the $10.4 million program as described above.

On March 31, 2008, the Company announced further results from the F2 Zone from which drill hole F2-07 returned 8.0 metres (26.5 feet) grading 36.50 g/t gold (1.06 oz/ton).  This hole was a follow up to previously reported high-grade assays from the initial three discovery holes drilled in this area (see news release dated March 12, 2008).  Reported intercepts are core lengths. Determination of true thicknesses will require additional drilling.

Other Red Lake properties

Over the past three years, the Company spent approximately $6.7 million in exploration on its other Red Lake properties ($3.4 million in 2007), a majority of which was funded by partners who optioned properties from the Company.  Acquisitions and project options include:

Goldcorp Option

In 2003, the Company optioned up to a 70% interest in the 543 claims known as the Red Lake North and Adams Lake properties to Goldcorp Inc. (“Goldcorp”), whereby Goldcorp was required to spend $5,000,000 in exploration expenditures over 4 years, including a committed $750,000 first year expenditure (completed) to earn an initial 60% interest.  To earn an additional 10% interest Goldcorp would be required to complete a feasibility study.  Goldcorp purchased 1,000,000 shares of the Company at $1.60 by way of private placement.  Both properties are subject to a sliding scale NSR ranging from 1.75% to 2.5% depending on the price of gold.

In 2005, Goldcorp funded a drill program consisting of three holes (738 metres).  Goldcorp did not meet expenditure commitments in 2005 and the option lapsed

Red Lake North Property

On April 18, 2006 the Company signed an option agreement (effective date of the Agreement is May 1, 2006) with Solitaire Minerals Corporation (“Solitaire”) whereby Solitaire acquired the option to earn a 55% interest in the Company’s Red Lake North Property (45 unpatented mining claims, 319 units) by spending $2.5 million in exploration costs over a four year period, including a firm commitment to spend $275,000 (completed) in exploration in the first year of the agreement.  Solitaire has made a $5000 cash payment and issued 50,000 of its common shares to the company.  The property is subject to a sliding scale NSR of 1.75% to 2.5% depending on the price of gold.  The property is divided into two separate exploration areas: the Sidace area claims and the Main Block claims.  To the end of 2007 Solitaire has incurred approximately $1.5 million on the Red Lake North property.

Adams Lake property

The company retains a 100% interest in 224 claim units that are subject to a sliding scale NSR of 1.75% to 2.5% depending on the price of gold.

Slate Bay Property

In March 2005, the Company optioned its Slate Bay project, whereby King’s Bay Gold Corp. could earn a 51% interest in the property by spending $2.75 million in exploration costs over a four year period, commencing March 1, 2005 and including a firm commitment to spend $250,000 in exploration costs in the first year of the agreement.  Kings Bay Gold made an initial payment of $10,000 and 25,000 of its common shares to the Company and was required to make additional payments of $90,000 in cash and share payments totalling $90,000 to the Company over the term of the agreement.  On March 3, 2006, Kings Bay Gold Corp. terminated its option on the Slate Bay, Ontario property.  No work was carried out on the property during 2007 as the Company focused on other projects but the property is considered to warrant additional exploration by the Company.

DMC Property

In November, 2005, the Company signed an option agreement, effective date January 20, 2006, on its DMC property whereby Agnico-Eagle Mines Ltd. (Agnico) had the option to acquire a 51% interest in the property by spending $2.25 million in exploration costs over a three year period, including a firm commitment to spend $500,000 in exploration in the first year of the agreement (completed).  Agnico-Eagle Mines Ltd. was required to make cash payments totaling $110,000 including a $25,000 firm commitment (completed) in the first year.  Upon vesting, Agnico-Eagle would have a further option to increase its interest up to 65%.  The property is subject to underlying agreements including an advance royalty of $25,000 a year and NSRs ranging from 1.75% to 4.5%.  Subsequent to year end (on February 16, 2008), Agnico advised Rubicon that it would not maintain its option on the DMC property.

West Red Lake property

In 2005, the Company and Redstar Resources Corporation (“Redstar”) renegotiated a previous 2002 option agreement on the West Red Lake properties (includes the Pipestone North, South and East properties and Wolf Bay Property totalling 226 claim units subject to underlying NSRs ranging from 1% to 2%).  Under the new agreement, Redstar  made a $25,000 cash payment in total to Rubicon and to a third party, and issued 250,000 of its common shares to Rubicon by February 28, 2005.  Over a four year period, Redstar was required to make additional cash payments of $175,000 ($25,000 paid in 2006) and to issue common shares of Redstar valued at $75,000 ($25,000 worth issued in 2006) and to complete a $1.1 million in work expenditures to earn a 51% interest in the property.  Redstar could elect to earn an additional 9% by spending an additional $3 million.  Redstar terminated its Option Agreement February 28, 2007.

Manitou Property

On June 30 2005, the Company optioned the Manitou Property from prospectors the Bjorkmans.  The property consists of 301 unpatented mining claims located in the Harper Lake and Lower Manitou Lake Townships, Kenora Mining Division, Ontario.  The Company had the right to acquire 100% interest in the property by making cash payments of $210,000 ($40,000 paid) and issue 70,000 common shares (25,000 issued) over three years to the vendor.  The option was terminated on May 30, 2007.

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 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.

Hammell Lake Property

  

The Company acquired a 100% interest in the three unpatented mining claims comprising this property on March 7, 2003. The property is included in the Humlin Property option agreement with Solitaire and is currently undergoing active exploration.

McCuaig JV Property

In 2003, the Company earned a 60% interest in 3 unpatented claims (10 units) in Dome Township for which the Company paid $25,000 and incurred total exploration expenditures of $972,000.  The property is subject to a 2% NSR royalty of which the Company purchased 50% in the ERD acquisition in March 2003 (see “English Royalty Division”).

In November 2006, the Company announced that with its joint venture partner, 60% the Company, 40% Golden Tag Resources, the (“McCuaig Joint Venture)” approved a $200,000 drill program and retained a right of first refusal on the remaining NSR royalty.  During 2007, the McCuaig Joint Venture incurred approximately $1.9 million in direct exploration expenditures.

East Bay Property

During 2004, Wolfden Resources Ltd., (Wolfden) as operator, funded a $0.6 million drilling exploration program on the East Bay West (4 claims) where anomalous gold up to 8.75 g/t over 0.54 metres was returned along with thick intervals of anomalous gold of 0.59 g/t over 40.5 metres and 0.74 g/t over 28.2 metres (True widths are estimated to be approximately 80% of reported lengths.).  Wolfden subsequently elected not to continue with its option on this project.

As of January 30, 2007, the Company vested 100% interest in 25 unpatented mining claims (44 units: Herbert Option and Seargeant Option).

Seargeant Property

On October 20, 2006, the Company vested a 100% interest in 2 unpatented mining claim units located in Blackbear Township.  The property is subject to a 2% NSR of which the Company may purchase 1% of the NSR royalty for $750,000.

Herbert Property Option

In January 2007, the Company vested a 100% interest in 23 unpatented mining claims (42 units) located in the Bateman and Blackbear Townships.  The property is subject to a 2% NSR royalty, of which the Company may purchase 1% of the NSR royalty for $1.0 million.

English Royalty Division (ERD)

During 2003, the company acquired the rights to cash and share options payments and contractual interests in an initial portfolio of 63 mineral interests (14 mineral properties that were under option to the Company), mainly in the Red Lake district of Ontario, from prospector Perry English, in exchange for $500,000 and 250,000 of the Company’s shares (completed).  A yearly bonus is currently paid to Mr. English amounting up to 20% of cash options receipts and 15% of the value of share option receipts.  The Company continues to engage Mr. English to acquire additional mineral properties of merit for optioning to third parties.

U.S.A. Properties

On February May 18th, 2007, the Company announced the closing of McEwen Transaction, details are previously discussed above.  See Item 4 – General Development of Business – Three Year History.

Alaska

In May, 2007, Rubicon acquired its extensive landholdings in Alaska and subsequently completed its initial exploration on claims that are contiguous to, and which surround, the 5.6 million ounce Pogo Mine. The program included 1,105.4 metres of drilling in four holes on the 100%-owned Maple Leaf area and 1,749.7 metres in seven holes on claims under option from Rimfire Minerals Corporation. In the Maple Leaf area, a drilled section beneath surface showings intersected weakly anomalous (up to 0.25 g/t gold/ 0.8 metres) but did not intersect vein style mineralization similar to that observed on the surface. Project management, land management and project related work was carried out under the supervision of Avalon development Ltd, Alaska. All claims remain in good standing.

Nevada

In Nevada, Rubicon initiated a database compilation of historic geospatial data covering the newly acquired claims. In February, 2008, Rubicon commissioned an airborne magnetic and radiometric survey covering over 8000 line kilometres over core claim blocks. In addition Rubicon has initiated an ASTER image analysis and mineral mapping study over the area.  All newly acquired claims remain good standing.

Newfoundland Properties

As previously noted, all of the Company’s Newfoundland properties were transferred to Paragon Minerals Corporation as part of the Plan of Arrangement which completed on December 8, 2006.  Therefore, as of that date, any existing obligations or rights of the Company under the agreements described in this section became obligations and rights of Paragon.

Between 2004 and 2006, the Company spent approximately $8.8 million in exploration, of which $4.85 million was funded by partners who optioned into the Company’s properties.  A total of $0.5 million was provided by the Government of Newfoundland & Labrador under its junior exploration assistance program.  There were no expenditures in 2007.

Investments

Africo Resources Ltd.

During 2005, Rubicon invested an additional $4.2 million through Africo BC private placements to bring its ownership in Africo BC to 7.3 million shares or 37.4%.  At December 31, 2005, the Company held a 37.4% interest in Africo BC.

In January 2006, an additional 284,401 shares were purchased to bring the investment to 7.6 million shares (38.8%) with an average investment cost per share of $0.92.

In February 2006, the Company received a new NI43-101 compliant mineral resource statement from Africo BC prepared by RSG Global Ltd. of Perth, Australia, for the Kalukundi deposit. The new estimate, which updated the previously released Inferred Resource, was based on incorporation of 61 additional drill holes which comprise part of the ongoing feasibility study.

In September 2006, the Company held a 39.6% interest in Africo BC. Upon completion of the Company’s Plan of Arrangement described above (see “Item 4 – General Development of Business” – Three Year History), those shares were transferred to a new corporation (CopperCo Resource Corp., subsequently re-named Africo Resources Ltd.), a pro-rata portion of the shares of which were distributed to the shareholders of Rubicon.

The Company transferred all of its approximately 39.6% shareholdings in Africo Resources Ltd. into a new company, Africo Resources Ltd. which trades on the Toronto Stock Exchange.  Each Rubicon shareholder received 0.0925 of a new Africo Resources Ltd. common share for each Rubicon common share held on December 19, 2006.  As part of the transaction, all other holders of old Africo shares tendered their shares for new Africo Resources Ltd. common shares so that the new Africo Resources Ltd. held 100% of the old Africo Resources Ltd.  As part of the Plan of Arrangement, the rights of option and warrant holders were maintained through agreements by the new companies to honour their pro-rata portion of the exercise of these instruments for a pro-rata share of the exercise price.  In the case of Africo Resources Ltd., any exercise proceeds are to be returned to Rubicon.

Financings

On August 16, 2005, the Company closed a brokered private placement of 9,232,000 units at $0.65 per unit to raise gross proceeds of $6,000,800.  Each unit consisted of one common share and one-half transferable common share purchase warrant with each whole warrant entitling the holder to purchase one common share at $0.85 per share until August 16, 2007.

On April 12, 2006, the Company closed a brokered ”bought deal” private placement of 7,640,560 common shares at $1.48 per share for proceeds of $10.6 million net of a 6% commission to the underwriters.  Proceeds of the financing were to be used to fund ongoing explorations on the Company’s Red Lake properties, costs associated with the Plan of Arrangement and general working capital.

On May 18, 2007, the Company closed a $15 million non-brokered private placement of 14,285,714 shares at a price of $0.70 as part of the McEwen Transaction.  The Company issued 31,428,571 common shares to Evanachan for the Alaska Properties (acquired through the purchase of two companies owned by Evanachan, McEwen Capital and Evanachan (Alaska) Ltd., which own the Alaska Properties) and 8,571,429 shares to Lexam USA for the Nevada Properties, all at a deemed value of $0.70 per share.  See Item 4. - General Development of Business - Three Year History.

On November 15, 2007, the Company announced the completion of the brokered “bought deal” private placement of 4,651,200 “flow-through” common shares at a price of $2.15 per share for gross proceeds of $10,000,080.  An underwriter’s fee equal to 7% of the gross proceeds of the brokered private placement was paid through the issuance of 393,262 non-flow through common shares of the Company at a deemed price of $1.78. In conjunction to the foregoing, the Company completed a non-brokered private placement of 185,698 “flow through” common shares of the Company at $2.15 per share for gross proceeds of $399,250.70.  Directors and officers of the Company purchased an aggregate of 91,628 the shares offered under the non-brokered private placement.

Under the terms of the subscription agreements all funds from the financing are to be spent on Canadian exploration expenditures on the Company’s Ontario properties before the end of 2008.  These expenditures will be renounced to the investors for the 2007 tax year.

Other Share Issuances

During the fiscal year ended December 31, 2005, the Company issued 159,000 of its common shares at a value of $151,520 for mineral properties, and received common shares of other companies valued at $232,626 pursuant to the terms of property and joint venture agreements.

During 2005, stock options were exercised to purchase 300,000 common shares at prices ranging from $0.76 to 0.86 per common share for cash proceeds of $245,500 and 482,493 common shares were issued at prices ranging from $1.05 to $1.25 per common share for cash proceeds of $559,318 on exercise of share purchase warrants.

During the fiscal year ended December 31, 2006, the Company issued 101,000 of its common shares at a value of $130,720 for mineral properties, and received common shares of other companies valued at $ 1,833,570 pursuant to the terms of property and joint venture agreements including shares received in Constantine and Carlin.

During 2006, the Company also issued 2,128,813 common shares on the exercise of warrants and agent’s options for cash proceeds of $1,779,452 and issued 760,628 common shares from the exercise of options for cash proceeds of $817,284 for total net cash proceeds of $2,596,737 in 2006.

During the fiscal year ended December 31, 2007, the Company issued 40,000,000 of its common shares at a value of $28,000,000 for mineral properties, and received common shares of other companies valued at $161,975 pursuant to the terms of property and joint venture agreements including shares received in Ucore Uranium Inc. and Paragon Minerals Corporation.

During 2007, the Company also issued 3,152,792 common shares on the exercise of warrants and agent’s options for cash proceeds of $1,451,905 and issued 1,547,374 common shares from the exercise of options for cash proceeds of $1,099,365 for total net cash proceeds of $2,551,270 in 2007.

General Developments

The mineral exploration and development business is intensely competitive and as such the Company must maintain and enhance its high technical abilities in order to compete in raising capital and delivering exploration results.  See “5.1 General - Competitive Conditions”.

The Company continues to see industry-wide consolidation of the senior resource company producers.  This trend will continue to be important in the mineral exploration business, as to a certain extent, senior producers no longer have the capacity to conduct exploration and generate exploration concepts internally.  The lack of pipeline exploration projects developed by the senior producers will cause an increasing reliance on the junior mineral exploration companies to supply exploration projects that will become tomorrow’s mines.  Therefore, the Company views the mineral exploration sector as a growth business for qualified and financed companies.

Significant Acquisitions

The Company has not made any significant acquisitions during the financial year ended December 31, 2007 that would require the Company to file a Form 51-102F4 Business Acquisition Report under Part 8 of NI 51-102.

DESCRIPTION OF THE BUSINESS

General

The Company is a mineral exploration company engaged in the acquisition, exploration, and development of exploration properties and its financial success is dependent upon its ability to discover economically exploitable mineralization.  The probability of such success is difficult to quantify and the amount of resulting income, if any, cannot be determined with any certainty.

The Company is exploring its mineral properties in order to determine whether these properties contain economically recoverable mineral resources.  The Company’s current properties do not at this time have any known or identified mineral reserves.  A NI43-101 resource is present at the McFinley property (see “Phoenix Gold project (formerly McFinley Gold Property)”)

Specialized Skill and Knowledge

All aspects of the Company’s business require specialized skills and knowledge.  Such skills and knowledge include the areas of geology, drilling, logistical planning and implementation of exploration programs and accounting.  While recent increased activity in the resource mining industry has made it more difficult to locate competent employees and consultants in such fields, the Company has found it can locate and retain such employees and consultants and believes it will continue to be able to do so.

Competitive Conditions

The resource industry is intensely competitive in all of its phases.  The Company competes with many companies possessing greater financial and technical facilities.  Competition could adversely affect the Company’s ability to acquire suitable projects in the future.  See Item 5.2 - “Risk Factors”.

Business Cycles

The mineral exploration business is subject to mineral price cycles.  The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles.

Economic Dependence

The Company’s business is not substantially dependent on any contract, such as a contract to sell the major part of its production to one or more specific purchasers.

Changes to Contracts

It is not expected that the Company’s business will be affected in the current financial year by the renegotiation or termination of contracts or sub-contracts.

Environmental Protection

The Company currently conducts its exploration and development activities in Canada principally in Ontario and in the United States. Such activities are subject to various laws, rules and regulations governing the protection of the environment.  To the best of the Company’s knowledge, all of the Company’s activities are in compliance in all material respects with applicable environmental legislation.

Employees

As of the date of this AIF, the Company has nineteen full-time employees.  The Company also relies on consultants to carry on many of its activities and, in particular, to supervise work programs on its mineral properties.

Bankruptcy, Receivership or Similar Proceedings

There has been no bankruptcy, receivership, or similar proceedings against the Company, or any voluntary bankruptcy, receivership or similar proceedings by the Company or any of its subsidiaries within the three most recently completed financial years and up to the date of this AIF.

Material Reorganization

Other than as disclosed, there has been no material reorganization of the Company within the past three financial years or completed during the current financial year, except for the Plan of Arrangement and the McEwen Transaction.  See Item 4.1 “Three Year History - 2007”.  No material reorganization has been proposed for the current financial year.

Social or Environmental Policies

The Company is and has been carrying out exploration in Canada, principally in Ontario.  Such activities are subject to various laws, rules and regulations governing the protection of the environment, including posting of reclamation bonds.  The Company has adopted and is committed to an environmental policy designed to ensure that it continues to comply with or exceeds all environmental regulations currently applicable to it.  To the best of the Company’s knowledge, all of the Company’s activities are in compliance in all material respects with applicable environmental legislation.  See Item 5.2 - “Risk Factors”.

Risk Factors

The Company is subject to a number of risks due to the nature of its business and the present stage of development of business.  The following factors should be considered:

No known Reserves

The Company’s properties are in the exploration stage and are without a known body of commercial ore. A NI43-101 Inferred Resource is present at the McFinley property (see “Phoenix Gold project (formerly McFinley Gold Property”). The Company has no proven or probable resources on its properties.

The Company has no mineral producing properties at this time.  Only those mineral deposits that the Company can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “resources” or “reserves.”  The Company has not defined or delineated any proven or probable reserves or resources on any of its properties.  Although the mineralized material and mineralized deposit estimates included herein have been carefully prepared by the Company, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of gold, silver or other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve.  See “Statement Regarding Forward-looking Statements” and “Glossary of Terms” above.

Development of any of the Company’s properties will only follow upon obtaining satisfactory exploration results.  Mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.  There is no assurance that the Company’s mineral exploration activities will result in the discovery of a body of commercial ore on any of its properties.  Several years may pass between the discovery of a deposit and its exploitation.  Most exploration projects do not result in the discovery of commercially mineable mineralized deposits.

Operating Hazards and Risks

Mineral exploration involves many risks.  The operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, any of which could result in work stoppages and damage to persons or property or the environment and possible legal liability for any and all damage.  Fires, power outages, labour disruptions, flooding, land slides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the risks involved in the conduct of exploration programs.

Environmental Factors

The Company conducts exploration activities in the Canadian Provinces of Ontario and the states of Alaska and Nevada in the United States.  Such activities are subject to various laws, rules and regulations governing the protection of the environment, including, in some cases, posting of reclamation bonds.  In Canada, extensive environmental legislation has been enacted by federal and provincial governments.  Such legislation imposes rigorous standards on the mining industry to reduce or eliminate the effects of wastes generated by extraction and processing operations and subsequently deposited on the ground or emitted into the air or water.  All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates.  Environmental legislation is evolving in a manner which requires stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed properties and a heightened degree of responsibility for companies and their officers, directors and employees.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.  The cost of compliance with changes in governmental regulations has the potential to preclude entirely the economic development of a property.

In the United States, federal legislation and regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management, Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act, have a direct bearing on U.S. exploration and mining operations.  These regulations will make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain.  Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met.  In addition, all activities for which plans of operation are required will be subject to a new standard of review by the Bureau of Land Management, which must make a finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be effectively mitigated.

The Company is able to conduct its exploration within the provisions of the applicable environmental legislation without undue constraint on its ability to carry on efficient operations.  The estimated annual cost of environmental compliance for all properties held by the Company in the exploration stage is minimal and pertains primarily to carrying out diamond drilling, trenching or stripping.

Environmental hazards may exist on the Company’s properties, which hazards are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties.

On the Phoenix Gold Project, there are a number of mine structures (head frame, bulk sample process plant) and mine features (unused tailings and settling ponds, rock dumps) which were used by the previous owners to gain underground access and stockpile mill feed.  The mill was never operational and the stockpiled feed was never processed.  The Company conducts on-going general rehabilitation activities to ensure the site is safe and secure.  There are no immediate and material environmental concerns or liabilities based on consulting reports from URS Corporation and AMEC Engineering.  Relatively minor environmental issues exist that can readily be addressed on final closure of the site.  Water quality in the receiving environment meets prevailing norms.  In May of 2007, BZ Environmental Consulting was retained to perform monthly baseline water sampling.  [See also “Governmental Regulation” below.

Additional Financing and Agreements with Other Parties

The Company has to-date been able to raise sufficient equity financing to undertake and carry out exploration on its principal and other properties.  The Company also relies on corporate partners to fund a number of its properties in Ontario.  Additional future exploration of the Company's properties depends on the Company's ability to obtain additional required equity and/or partner financing.

As of December 31, 2007, the Company had cash and cash equivalents of approximately $14,791,309 and when short term investments in bankers’ acceptances are included, working capital at December 31, 2007 was $30,740,189.  In 2007, up to March 28, 2008, the Company had raised an additional $7,400 from exercise of options.

The Company currently has sufficient funds to meet its working capital requirements and other requirements for the next 24 months.

There is no assurance that additional funding will be available to allow the Company to maintain its mineral properties in good standing.  The lack of additional financing could result in delay or indefinite postponement of further exploration and the possible, partial or total loss of the Company’s interest in its mineral properties.

Competition

The resource industry is intensively competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself.  Competition could adversely affect the Company’s ability to acquire suitable producing properties or prospects for exploration in the future.

Title

There is no guarantee that title to properties in which the Company has a material interest will not be challenged or impugned.  The Company’s mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.  All Fee Mineral rights have been conveyed to the Company by Quitclaim Deeds from Lexam Exploration (U.S.A.) Inc., and are listed as follows:

1.   Document no. 591038 recorded in Elko County, Nevada;

2.   Document no. 591039 recorded in Elko County, Nevada;  and

3.   Document 259479 Book 1041 Page 715-717 recorded in Box Elder County, Utah.

Governmental Regulation

Exploration activities on the Company’s properties are affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labour; (ii) mining law reform; (iii) restrictions on production, price controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi) expropriation of property.  There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations.  Changes in such regulation could result in additional expenses and capital expenditures, availability of capital, competition, reserve uncertainty, potential conflicts of interest, title risks, dilution, and restrictions and delays in operations, the extent of which cannot be predicted.

The Company is at the exploration stage on all of its properties.  Exploration on the Company’s properties requires responsible best exploration practices to comply with company policy, government regulations, maintenance of claims and tenure.  The Company is required to be registered to do business and have a valid prospecting license (required to prospect or explore for minerals on Crown Mineral Land or to stake a claim) in any Canadian province or US State in which it is carrying out work.  Mineral exploration primarily falls under provincial jurisdiction.  However, the Company is also required to follow the regulations pertaining to the mineral exploration industry that fall under federal jurisdiction, such as the Fish and Wildlife Act.

If any of the Company’s projects are advanced to the development stage, those operations will also be subject to various laws and regulations concerning development, production, taxes, labour standards, environmental protection, mine safety and other matters.

Ontario

Legislation and regulations implemented by the Ministry of Northern Development and Mines and the Ministry of Natural Resources directly affect the mining industry in the Province of Ontario where the Company holds some of its mineral claims.  The Company can carry out exploration work including drilling, trenching, heavy mineral studies, airborne geophysical surveys, extensive use of off road vehicles, establishment of a camp or other activities capable of causing ground disturbance, water quality impairments or disruption to wildlife or wildlife habitat, provided that it complies with applicable provincial and federal acts and regulations in so doing.  The Company is not required to obtain a work permit for exploration activities on its Ontario properties.

The Acts and Regulations which guide exploration activity in Ontario are: the Mining Act, the Public Lands Act, the Forest Fire Prevention Act, Lakes and Rivers Improvement Act, Crown Timber Act, Fisheries Act, Occupational Health and Safety Act, Health Protection and Promotion Act, Environmental Protections Act, and Gasoline Handling Act.

English Royalty Division (“ERD”)

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 as follows:

During 2005, the Company spent $162,000 in acquisition costs and recovered $140,000.  As at December 31, 2005, the English Royalty Division properties had a book value of $442,974 (excluding saved option payments).

During 2006, the Company spent $109,000 in acquisition costs and recovered $490,000.  As at December 31, 2006, the English Royalty Division properties had a book value of 62,000 (excluding saved option payments).

During 2007, the Company entered into 26 new property agreements, spent $498,805 in acquisition costs and recovered $885,500.   As at December 31, 2007, the English Royalty Division had recovered all the costs of its properties.

Future cash and option payments are dependent on third parties maintaining the mineral properties optioned from the ERD and the value of its contractual interests in its ERD properties is dependent on the exploration results carried out by optionees.

United States

Federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations.  Although some mines continue to be approved in the United States, the process is increasingly cumbersome, time-consuming, and expensive, and the cost and uncertainty associated with the permitting process could have a material effect on exploring, and mining our properties.  Compliance with statutory environmental quality requirements described above may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities.  Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities.  As a result of these matters, our operations could be suspended or cease entirely.

Management

The Company is dependent upon a number of key directors, officers and employees:  David W. Adamson, President and CEO; Robert G. Lewis, CFO, and, William J. Cavalluzzo, Vice-President – Investor Relations and Matt Wunder, Vice-President - Exploration.  The loss of any one or more of the named directors, officers and employees could have an adverse effect on the Company.  The Company has entered into management contracts with Messrs. Adamson, Lewis, Cavalluzzo and Wunder.  See “Item 10. Directors and Officers”.  The Company does not maintain key person insurance on any of its management.

Conflicts of Interest

Certain directors of the Company are directors of, or may become associated with, other natural resource companies that acquire interests in mineral properties.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed.  The officers and directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any interest which they may have in any project or opportunity of the Company, but each officer or director has the identical obligation to other companies for which such officer or director serves as an officer or director.

Limited Operating History: Losses

The Company has limited experience in mining or processing of metals.  The Company has experienced, on a consolidated basis, losses in all years of its operations, including losses of $3,644,284, $4,082,836 and $1,321,884 in the years ended December 31, 2007, 2006 and 2005, respectively.  The Company has no mineral properties in development or production and has no revenues from operations.  The Company does not anticipate it will earn any material revenue in 2008 and anticipates it will incur losses for the foreseeable future.  There can be no assurance that the Company will operate profitably in the future, if at all.  As at December 31, 2007, the Company’s deficit was $21,845,844.

Price Fluctuations: Share Price Volatility

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  In particular, the price of the Company’s Shares fluctuated from a high of $3.25 to a low of $0.62 per share during the financial year ended December 31, 2007.  There can be no assurance that the continual fluctuations in price will not occur.

Shares Reserved for Future Issuance: Dilution

As at December 31, 2007 there were 3,328,250 options outstanding at a weighted average price of $0.87 per share and 10,714,271 warrants at a weighted average price of $1.50.  As at March 28, 2008, there were 4,853,250 options outstanding at a weighted average price of $.92 per share and 10,714,271 warrants  at a weighted average price of $1.50  outstanding pursuant to which shares may be issued in the future, which will result in further dilution to the Company’s shareholders and pose a dilutive risk to potential investors.

Risk Associated with the Issuance of Flow-Through Shares

The Company has financed its past exploration activities and operations primarily through the issuance of equity, including flow-through shares.  Under the Income Tax Act (Canada), exploration companies are permitted to issue flow-through shares pursuant to a written agreement under which the issuer agrees to incur certain eligible Canadian exploration expenses within the time frame specified in the agreement and to flow-through or “renounce” the related tax deduction to the investor.  The proceeds from the issuance of flow-through shares must be expended on “qualifying expenditures,” which are related to mineral exploration.

In general, in such circumstances the Company agrees to incur certain qualifying expenditures and to renounce the related tax deduction to the investor within the time frame specified in the given agreement.  In the event that the Company is unable to make the renunciation or fails to expend the funds on qualifying expenditures, the investor may be subject to reassessment for any related tax deduction taken by the investor and the Company could be liable to the investor for damages in an action for breach of contract.  However, there is no right of rescission of the subscription contract that would result in a reversal of the share issuance.  The investor may be entitled to damages (based on a breach of contract claim), which may include amounts related to the increased tax liability that the shareholder experienced resulting from the failure of the Company to renounce the contracted qualifying expenditures.  In addition, the Company could be required to pay a penalty and interest to Revenue Canada for failure to make and renounce such qualifying expenditures.

Although the Company believes it will make the qualifying expenditures based on its current operating plan and renounce the related tax deduction for the benefit of the purchasers of its flow-through shares, there can be no assurance that the Company will make the qualifying expenditures or renounce such deductions in a timely manner.  The failure to make the qualifying expenditures or to renounce such deductions in a timely manner could have a material adverse effect on the Company’s business or its ability to raise additional financing through the issuance of flow-through shares.

Dividend Record and Policy

The Company has not paid any dividends since incorporation and it has no present intention of paying dividends on its Shares as it anticipates that all available funds will be invested to finance the growth of its business.  The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Company’s financial position at the relevant time.  All of the Shares are entitled to an equal share of any dividends declared and paid.

Companies with Asset-backed Securities Outstanding

N/A

Companies with Mineral Projects

The following is a summary of the Company’s principal property interests, segregated by geographical location.  The Company does not have any assets or mineral properties that are currently in production or contain a reserve.

Red Lake Mining Division, Ontario

The majority of the Company’s Ontario mineral properties are located in the Red Lake gold camp which is situated in the Red Lake greenstone belt, an accumulation of Archean-age metavolcanic, metasedimentary and intrusive rocks comprising a portion of the Uchi Province of the Canadian Shield.  The belt is recognized for its high-grade, highly profitable gold mines, which include the world class Campbell (Goldcorp) and Red Lake (Goldcorp) mines, both now known as the Red Lake Mine.

Gold was first discovered in the Red Lake area during the mid-1920s and by the mid-1930s several producing gold mines were in operation. Since that time the Property has been intermittently explored by numerous companies and prospectors. Exploration by previous owners, consisting of mapping, trenching, drilling and geochemical and geophysical surveys, has identified numerous gold occurrences on the Property.

The Red Lake greenstone belt (“RLGB”) records a volcanic history that spans 300 Million years (“Ma”), and is represented by seven volcano-sedimentary assemblages (Balmer, Ball, Bruce Channel, Trout Bay, Slate Bay, Huston, and Confederation). The oldest and most economically important is the 2.94 – 2.96 billion year old Balmer assemblage, which consists of tholeiitic and komatiitic flows and ultramafic intrusive rocks intercalated with lesser felsic volcanic, clastic and chemical sedimentary rocks. The majority of gold occurrences and all of the greater than 1 million ounce gold deposits in the belt are hosted by Balmer assemblage rocks at or near to an angular unconformity with overlying Huston (less than 2.89 Ga and greater than 2.74 Ga) and Confederation (2.75 – 2.73 Ga) assemblage sedimentary and felsic to intermediate volcanic rocks. Polyphase deformation involved an early non-penetrative deformation (D0), which uplifted pre-Confederation and Huston age rocks, and at least two episodes of post-Confederation deformation (D1 and D2) reflected in folds and fabrics of low to moderate finite strain. Overall strain in the RLGB is low, but local high strain zones do occur, typically in areas of strong alteration with locally associated gold mineralization.

All of the major volcano-sedimentary assemblages are represented on the Company’s Red Lake properties. Much of the Property is underlain by Balmer assemblage rocks, including the DMC, East Bay, Phoenix Gold Project, Red Lake North, Slate Bay, Humlin and Adams Lake target areas.

Gold deposits of the RLGB are classified according to their stratigraphic or lithologic associations into: 1) mafic volcanic hosted deposits, 2) felsic intrusive hosted deposits, and 3) stratabound deposits. Group 1 deposits, or Campbell-Red Lake type, account for over 80% of production in the camp and are the primary target on the Property. They occur within broad Fe-carbonate alteration zones, with local scale potassium addition, silicification, and arsenic and antimony enrichment. The majority of high-grade ore zones come from quartz +/- arsenopyrite replacement of banded (barren) carbonate veins, and typically have narrow widths and short strike lengths, but are relatively continuous down plunge.  An empirical relationship exists between ultramafic rocks and gold, with the majority of gold mineralization at the Cochenour-Willans, Campbell and Red Lake mines occurring within a few hundred metres of ultramafic bodies.

Red Lake is serviced by an all-weather paved highway (Highway 105) from Kenora, and by scheduled airline or bus service from Kenora, Dryden or Winnipeg. The area has a rich mining history, with on active producing mine (the Red Lake Mine), and has all the facilities and infrastructure required to develop a new mining operation.  The Company’s properties are accessible by boat from Red Lake, or by an extensive network of logging roads. In the winter months ice roads and skidoo trails provide access.

Phoenix Gold Project (formerly McFinley Gold Property)

The Phoenix Gold Project, formerly called the McFinley Gold Property is considered to be material to Rubicon.  Accordingly, various technical reports relating to the Phoenix Gold property have been filed with the TSX and applicable securities regulatory authorities pursuant to NI 43-101.

For additional details on the Phoenix Gold Project, the reader is referred to the most recent NI43-101 Technical Report on the McFinley Gold Property dated December 9, 2005, which was prepared for Rubicon by Mr. Marc Prefontaine, P.Geo. with the assistance of Rubicon project staff.  The report is available under the Company listing on the SEDAR website (www.sedar.com) and was filed on January 3, 2006.  The summary from this 43-101 technical report is provided below:

“The McFinley Property is located in Bateman Township in the Red Lake District in Northwestern Ontario, approximately six kilometres north of the operating Campbell and Red Lake Mines.  It is accessible by an 8 km all weather, gravel road from the town of Cochenour.

Rubicon has earned a 100% interest in the McFinley Property through two separate option agreements made during 2002.  The water covered areas of the Property, held as 25 Licenses of Occupation and one Mining Lease, were optioned from Dominion Goldfields Corporation (DGC) in January 2002.  The land portions of the Property, held as 16 Patented Claims, were optioned by agreement in July 2002 and included mining rights of patent claims from Dominion Goldfields Corporation (DGC) and also any surface rights held by DGC subsidiary 1519369 Ontario Ltd.  Collectively, all of these titles are referred to as the McFinley Property (the 'Property') and cover approximately 505.43 Ha. The properties are contiguous, surveyed and in good standing.  Rubicon has recently secured some surface rights for the property through a public auction by the Municipality of Red Lake.

The McFinley Property 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 is considered part of the East Bay Deformation Zone (EBDZ) which extends south into the Cochenour Willans mine area where it intersects the NW ''Mine Trend'' of Campbell and Red Lake Mines.

Extensive gold mineralization along the “Mine Trend” has been exploited at the Campbell and Red Lake Mines (Reserves and Production - 24 M.Oz.Au).  The past-producing Cochenour Mine (1.2 M.Oz.Au) is located at the intersection of the “Mine Trend” with the “EBDZ”.   Mineralization is well developed in several areas along the EBDZ and includes such deposits as McMarmac, Chevron, Abino, McFinley and, recently, Placer-Wolfdens' GAZ Zone.  The McKenzie Island Mine also lies adjacent to the EBDZ near Cochenour.  Mineralization within these areas occurs in a variety of stratigraphic, structural and intrusive environments.

Surface exploration on the McFinley Property commenced in the 1920's and continued intermittently up to 1980.  Initial underground exploration was conducted in 1956 on the McFinley Peninsula and this area was the focus of continued underground development work during the period 1982 -1989 by McFinley Mines Limited.  The 1982-1989 program of exploration included over 200,000 feet of diamond drilling, the refurbishment of a 428-foot vertical shaft and underground development on the 150-, 275- and 400-foot levels.  Test stoping was commenced and a test milling facility capable of processing 150 tons per day was constructed.  A bulk sampling operation was in progress on closure of the operation in early 1989.  Only limited tonnage was ever milled. Surface stockpiles from underground mining development and test-stoping remain on site.   The mine workings are currently flooded; however, the head frame, hoist and camp infrastructure remain in place.

The 1982-1989 Exploration Program resulted in the estimation of an ‘Inferred Mineral Resource’ of 334,007 tons at a grade of 0.20 Au opt to a depth of 400 feet (Hogg 43-101 Report, October, 2002).  Deeper drilling encountered similar mineralization with locally interesting gold grades to depths of at least 1,700 feet below surface.  The deeper area is considered an area of geological and exploration interest.  Additional auriferous mineralization was encountered at the contact of, and within, the talc chlorite schist in water-covered areas underlying the East Bay Trend in the vicinity of the workings.  These remained to be further explored upon closure of the mine.

Significant gold mineralization on the McFinley Property is found in many diverse geological settings, including:

Sulphidized and quartz-veined, Banded Iron Formation;

Base metal-rich, breccias and quartz veins along D2-aged discrete shear zones (D-Vein Type);

Arsenopyrite-quartz veins in C-Zone type mineralization at ultramafic contacts where D2 shears intersect the contact and develop apparent folds or shear duplex structures in areas of strong, lithologically-defined, competency contrasts;

Disseminated arsenopyrite and/or silica replacement zones, cross-cutting stratigraphy;

Silicified and biotite altered ± sulphide mineralized zones in basalt;

Felsic intrusive and feldspar porphyry intrusive rocks within ultramafic rocks of the East Bay Serpentinite (MAC3);

D2 conjugate shear structures which crosscut the trend of the EBDZ (MAC4); and

Sheared biotized veined arsenopyrite-rich zones near the mafic/ultramafic contact with local native gold and trace base metals (Phoenix Zone).

Rubicon is undertaking an aggressive and ongoing exploration program on the McFinley Property. Exploration during the period 2002-2005 has included approximately 75,000 square feet of trenching and stripping, geological mapping, re-logging of selected historic holes, 35,543 metres of surface diamond drilling, airborne geophysics, ground magnetometer and seismic surveys, and much re-evaluation of previous information. The Property has been re-evaluated with modern knowledge of ore controls at the producing mines in Red Lake, and the majority of diamond drilling by Rubicon has targeted areas outside the confines of the historic mine site in environments perceived to have high exploration potential and limited historic work.

A total of 164 diamond drill holes have been completed on the Property by Rubicon during the six phases of diamond drilling:

Phase 1: 1,909 metres (6,264 feet) in 14 holes in the immediate area of the Peninsula (Nov to Dec 2002);

Phase 2: 9,704 metres (32,709 feet) of winter drilling including 24 holes to test property-wide targets from the ice or Red Lake and a further 6 holes on the Peninsula. (Jan to Mar 2003);

Phase 3: 3,058 metres (10,033 feet) in 10 holes for follow-up drilling on McFinley Peninsula (July to Sept 2003);

Phase 4: 7,343 metres (24,089 feet) of winter drilling involving 35 holes ice of Red Lake and from the northern tip of McFinley Island (Feb to March 2004);

Phase 5: 6,038 metres (19,810 feet) in 34 holes for follow-up drilling on the Phoenix Zone from McFinley Island (July – Aug 2004); and

Phase 6: 7,491 metres (24,580 feet) in 41 holes following up on the Phoenix Zone on McFinley Island. (Jan to April 2005).

Exploration by Rubicon has steadily advanced the Property, culminating with the early stage discovery in 2004 of a significant new zone of classic Red Lake style high-grade gold mineralization – the Phoenix Zone. The Phoenix Zone, defined as the overall mineralized system, currently has a strike length of 500 metres and a depth extent of 200 metres below surface. The higher grade core of the Phoenix Zone, which is currently drilled on 15- to 30-metre centres over a strike length of 300 metres and over a depth extent of 150 metres and plunges gently to the southwest.  The zone is situated at the north end of McFinley Island 2 km north of the existing mine site, and is hosted within intensely biotized and quartz-carbonate veined basalt near a roll in the ultramafic contact. To date, a total of 97 holes (17,005 m), have been drilled in the Phoenix Zone area, with an initial 22 holes drilled in February/March 2004, followed-up with 34 holes drilled in July/August/September 2004 and a further 41 holes drilled in January/April 2005

The setting and style of the Phoenix Zone bears a marked resemblance to the high-grade zones present at the nearby Campbell and Red Lake Mines.  Further work is needed to evaluate the strike and depth extent of this zone and to also test for other analogs within the McFinley Property.

A total budget of CAN$1, 5000,000 is recommended for the next exploration program. It is recommended that CAN$75,000 is allocated for the Phase 1 trenching program; a total of 2800 metres of drilling, totaling CAN$425,000 is recommended for the Phase 2 CARZ drilling; and 6700 metres of drilling, totaling CAN$1,000,000 is recommended for the Phoenix Zone, CARZ and regional targets during the Phase 3 winter program. Drilling costs are based on an all-in cost of CAN$150 per metre. This estimate is based on previous drilling costs in the area”.

Red Lake Exploration

100% Controlled Projects

2007 Exploration Highlights - Phoenix Gold Project

The Phoenix Gold Zone was discovered by Rubicon in 2004.  Since that time, the zone has been tested through drilling at an average 30-metre spacing over a strike length of 500 metres and to a depth of 200 metres.  The zone remains open at depth and along strike for expansion.

On January 29, 2007, the Company announced an expansion of its exploration programs on its 100% controlled Phoenix Gold Project to include a surface drilling of deep footwall targets and an evaluation of further exploration from underground.  The Phoenix Gold Project has significant physical assets including the McFinley shaft which currently extends to a depth of 450 feet (137 metres).  To follow up currently known zones and to gain better access to deep drill targets, surface drill programs could be supplemented by underground drilling to afford year-round drill access. Accordingly, a review of the permitting and cost/benefit analysis to allow exploration from underground is ongoing.

To the end of December 2007 the Company has incurred nearly $2.85 million in exploration expenditures completing 13,705 metres of drilling on its 100% owned Phoenix Gold Project.  Interim results were returned and released June 19, 2007 and further results were released July 30, 2007.  Each of the three new target areas drilled to date have intersected gold-bearing zones and are open for follow-up drilling:

1) North Peninsula Target: A total of twelve holes have tested the North Peninsula Target, on four east-southeasterly oriented sections, spaced approximately 50 metres apart.  Recent results, including 14.65 g/t gold over 0.80 metres, 9.49 g/t gold over 1.00 metre, 5.94 g/t gold over 2.15 metres and 1.25 g/t gold over 7.65 metres, continue to indicate the overall robust nature and continuation of the gold mineralization at depth and along strike.

The North Peninsula Target is characterized by two distinct gold zones:

i.   The Lower Zone has returned assays that include 34.14 g/t gold over 1.00 metre, 28.07 g/t gold over 0.90 metres, 10.59 g/t gold over 1.57 metres (incl. 16.90 g/t gold over 0.92 metres), 10.46 g/t gold over 1.50 metres (incl. 25.60 g/t gold over 0.50 metres), and 9.49 g/t gold over 1.00 metres. Technical details of the zone are summarized below:

The Lower Zone, currently intersected between 230 metres and 380 metres below surface occurs within a package of intensely altered mafic rocks, capped by ultramafic units.  Alteration is characterized by intense silicification, biotite alteration and arsenopyrite replacement (locally up to fifty percent of the interval) of carbonate veins over widths ranging from four to nine metres.  The overall thickness of the Lower Zone varies from 50 to 80 metres.

The structural relationship of the ultramafic rocks, acting as a barrier to gold bearing fluids and capping the underlying mafic rocks, is considered a very prospective setting for gold mineralization.  The intense style of alteration, the structural relationship of the ultramafic and mafic rocks, and the gold mineralization point to a number of striking similarities to documented zones from the Red Lake Mine (Goldcorp).

ii.   The Upper Zone has returned assays which include 14.65 g/t gold over 0.80 metres, 9.90 g/t gold over 1.30 metres, 5.94 g/t gold over 2.15 metres (incl. 9.42 g/t gold over 1.15 metres)  and 4.44 g/t gold over 1.30 metres. Technical details of the zone are summarized below:

The Upper Zone, situated less than 120 metres below surface, is developed within variably altered mafic volcanic rocks, characterized by the presence of intense biotite alteration, colloform/crustiform, quartz-carbonate veining and varying amounts of sulphides, including five to ten percent arsenopyrite.  A westerly dipping fault zone associated with the gold bearing zone has been observed in all of the drill holes completed on the North Peninsula Target to date.  The style of the gold mineralization, alteration and the presence of an intense fault zone, which acts as a conduit for the gold bearing fluids, is interpreted to be very similar to the setting of the gold mineralization observed at the Company’s Phoenix Gold Target, 1500 metres to the northeast.

2) West Mine Target: The West Mine Target is located west of the historical underground workings at the Phoenix Project and has previously (see news release dated June 19, 2007) returned 42.99 g/t gold over 1.55 metres, from a fault zone containing visible gold.  WMT-07-02, drilled 30 metres to the south, intersected the same structure however it did not contain any significant gold grades.  Based on the gold mineralization observed to date and the moderate to strong alteration associated with this fault zone, this area continues to be a prospective target for follow up drilling.

3) KZ Target: 2.89 g/t gold over 9.00 metres (incl. 9.60 g/t gold over 1.00 metre and 7.29 g/t gold over 1.00 metre) and 5.41 g/t gold over 2.40 metres. The KZ Target has been intersected in two drill holes, KZ-07-01 and KZ-07-02. Intersected at a shallow depth of 80 to 100 metres below surface, the gold mineralization is hosted by a package of intensely silicified and fuchsite altered ultramafic rocks. Although the style of gold mineralization at the KZ Target is different than the North Peninsula Target, it is also situated in the vicinity of a north-trending, regional-scale, geophysical discordance that is interpreted to be a major fault zone. This second major fault zone is approximately 800 metres northeast of the North Peninsula Zone fault and is parallel to it. The presence of significant fault zones in close proximity to the mineralization described above is considered significant. Elsewhere on the property, at the Phoenix Zone, where 67 drill holes have been completed from surface to approximately 250 metres below surface, gold mineralization and fault zones are intimately associated.

4) Deep Footwall Target: 23.55 g/t gold over 1.00m. Occurring at a vertical depth of 1,250 metres this zone represents the deepest gold intercept on the Phoenix Project to date. The gold is hosted in a 15 metre thick package of altered and mineralized mafic volcanic rocks within highly deformed ultramafic rocks. The Deep Footwall Target was intersected at the eastern side of the property and is interpreted to dip westwards. Since this is the first drill hole that has tested this target area, true widths of gold-bearing zones are not yet known. The Deep Footwall contact geologically has ultramafic rocks overlie mafic volcanic rocks and act as a 'trap' for gold bearing fluids. With the exception of this drill hole, this target area is completely untested at depth and along strike (>2,500 metres).

(True widths are estimated to be 90% of reported lengths).

Subsequent to the completion of a brokered flow through financing of $10.4 million announced on November 15, 2008, the company announced plans to drill a minimum of 10,000 metres on the Phoenix property in 2008.  This will include a series of property-wide deep drill holes to test targets up to 1000 metres below surface where no previous drilling has been carried out.

Adams Lake Property

The Company considers the project to be strategically located in the camp.  Exploration plans for 2008 include up to 10,000 metre drill program to commence during the second quarter of 2008.  During the months of September and October 2007, the company completed soil sampling survey over priority target areas on the property to aid in potential drill targeting.  Results of the soil sampling survey have identified high priority drill targets.  The gold anomalies in soils appear to be closely correlated with major faults and known surface gold showings, particularly fold nose itself which represents prime structural sites for Red Lake-style gold mineralization.  Soil anomalies are interpreted as high level 'leakage' into younger rocks overlying more prospective Balmer assemblage rocks.

East Bay Property

As of January 30, 2007, the Company has vested its 100% interest in 25 unpatented mining claims (44 units: Herbert Option and Seargeant Option).  During 2004, Wolfden Resources Ltd., as operator, had funded a $0.6 million drilling exploration program on the East Bay West (4 claims) where anomalous gold up to 8.75 g/t over 0.54 metres was returned along with thick intervals of anomalous gold of 0.59 g/t over 40.5 metres and 0.74 g/t over 28.2 metres.  True widths are estimated to be approximately 80% of reported lengths.   Wolfden subsequently elected in 2004 not to continue with its option on this project.  Plans are to advance East Bay exploration with a drill program in 2008.

Slate Bay Property

The Company acquired a 100% interest in 28 unpatented mining claims (146 units) located in McDonough and Graves Township on March 7, 2003. The property is subject to a sliding scale NSR of 1.75% to 2.0% depending on the price of gold.

Partnered Projects

McCuaig JV Property

The Joint Venture (Rubicon Minerals Corp. 60% and Golden Tag Resources 40%) completed a 1,172 metre (one drill hole plus a wedge hole) on the McCuaig Project, incurring $222,450 in expenditures during February-March 2007.  A 935 metre initial mother hole intersected a 26-metre section (interpreted as greater than 90% true thickness) of intensely veined and altered basalts at 844 metres downhole.  The zone contains variable amounts of sulphides including trace to 2% fine-grained arsenopyrite and anomalous gold.  Visible gold occurs in a 4.5-metre thick (interpreted as greater than 90% true thickness) shear containing arsenopyrite at the base of the altered zone.  The geological setting is considered to be analogous to the Bruce Channel mineralization currently being explored at the adjacent Gold Eagle Mines discovery and also to the setting of the major gold deposits of the camp.

A secondary hole, (MC-07-01AW), was wedged off the mother hole from 822 metres to produce a second cut through the altered zone. Assay results returned 4.24 g/t gold over 1.7 metres in the mother hole and 15.65 g/t gold over 1.55 metres, in the wedge hole. Both gold intercepts occur within an identifiable structure at the base of the vein zone. The two intercepts demonstrate good continuity within the shear structure which is open along strike and down dip.

The intercept is interpreted to be down dip of the No. 1 vein at the adjacent McKenzie Mine.  This mine produced 651,000 ounces of gold between 1935 and 1966.  However unlike the No. 1 vein, which was developed within granite, the McCuaig structure is within Balmer mafic volcanics which, elsewhere in the camp, are host to significant gold deposits.

On May 8, 2007 the Joint Venture announced plans to conduct a $1.5million  drill exploration program to follow-up on the 15.65 g/t over 1.55 metre winter intercept.  The program was designed to test for gold associated with the greater than 20 metre wide gold bearing alteration zone.  Drilling commenced in late June and a total of 7308 metresm was completed by the end of October.  Assays returned thick (up to 10 metres) anomalous low grade gold sections (100+ ppb) with local veined and visible gold-bearing sections developed within intrusive and Balmer assemblage rocks. These include 9.30 g/t gold over 0.75 metres, part of a section averaging 2.13 g/t gold over 4.7 metres and 5.05g/t gold over 0.7 metres, part of a section averaging 1.03 g/t gold over 9.25 metres. These results are hosted in the margin of a quartz veined diorite intrusive. Drilling has also confirmed the presence of major NE trending fault zones up to 16 metres thick which represent important regional features for possible follow up.  (True widths of reported results are estimated to be approximately 75-90% of reported lengths.)

DMC Property

During 2006, Agnico funded a 3,832 metre drill program on the DMC property and incurred a total of $676,893 in exploration expenditures.  The program identified a permissive gold bearing environment on the project.  In February 2007, Agnico funded $282,694 in exploration expenditures by completing a Phase I, three hole, 1399-metre drill program on the property.  All three holes intersected zones containing visible gold, the most significant returned 57.37 g/t gold over 0.5 metres associated with a 10 cm quartz vein containing visible gold. True widths are estimated to be approximately 75-90% of reported lengths.

During September and October of 2007, Agnico funded a 1455m drill program on the property to follow-up anomalous gold results returned from the 2007 Q1 program. This program fulfilled the second year expenditure requirements under the terms of the Option Agreement.  To complete the third year commitment to the Agreement Agnico was required to spend $1.0 million prior to January 25, 2009 and make a cash payment of $50,000 prior to January 25, 2008 which would vest their 51% interest in the property.  Subsequent to yearend Agnico advised Rubicon that it would not maintain its option on the DMC property.

Red Lake North Property

On April 18, 2006 the Company signed an option agreement (effective date of the Agreement is May 1, 2006) with Solitaire Minerals Corporation (“Solitaire”) whereby Solitaire acquired the option to earn a 55% interest in the Company’s Red Lake North Property by spending $2.5 million in exploration costs over a four year period, including a firm commitment to spend $275,000 (completed) in exploration in the first year of the agreement.  Solitaire has made a $5000 cash payment and issued 50,000 of its common shares to the company.  The property is subject to a sliding scale NSR of 1.75% to 2.5% depending on the price of gold.  The property is divided into two separate exploration areas: the Sidace area claims and the Main Block claims.  To the end of 2007 Solitaire has incurred approximately $1.5 million on the Red Lake North property.

Sidace area claims:

In January of 2007 Solitaire incurred $113,795 in exploration expenditures, to extend a 2006 drill hole to 1791 metres in the north-eastern portion of the property to test for higher grade gold zones down-dip of 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).  The hole was completed to 1956 metres below surface prior to yearend and intersected 123 metres (core length) of permissive schist units characterized by significant alumina- and potassium-rich minerals (white feldspar, sillimanite, garnet, sericite and biotite), variable amounts of pyrite and pyrrhotite (trace to 5%) and local sphalerite, stibnite and galena (trace to 3%). This stratigraphy is interpreted to be the equivalent of the stratigraphy host to the MDZ on adjacent claims.  Assays returned for 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. The drill hole was completed to a depth of 2269 metres in early 2008 and remained in the anomalous gold-bearing sericite schist unit to the claim boundary.  Follow-up drill recommendations are being considered subject to partner approval and drill availability.

Main Block claims:

During August and September 2007, Solitaire Minerals Corp. funded a 2703 metre drill program on the Main Block Claims of the Red Lake North Property.  Hole RLN-07-07 intersected a 500-metre thick section of moderate to strong biotite and sericite alteration within the stratigraphy. This altered section is interpreted to be the southwest extension of the Sidace Lake area stratigraphy, located five kilometres to the northeast of the Main Block claims, which in that area is host to an extensively drilled gold discovery (the 'MDZ') controlled by Goldcorp Inc. / Planet Exploration Inc. Visible gold in hole RLN-07-07 is observed at 387 metres down the hole within the altered section. The interval returned 9.70 g/t gold over 1.4 metres (including 19.95 g/t gold over 0.65 metres).  The presence of visible gold associated with the broad zones of biotite and sericite alteration indicates a geological setting that warrants further exploration.

True thicknesses are estimated to be approximately 70% to 90% of true widths.

Humlin Property

During the first year of the Option Agreement with Solitaire, exploration expenditures in the amount of $250,000 were firm and binding commitment.  A 2007 winter drill program consisting of 1380 metres was completed in February 2007 completing the first year commitment.  No significant assays were returned.

No work was conducted in the remainder of 2007, but exploration plans currently are being formulated for the second year of the option agreement as Solitaire must spend $400,000 to maintain the option in good standing prior to April 30, 2008 (subsequently extended to the end of 2008 to accommodate drill schedules and availability).

Pipestone North Property

The Company acquired a 50% interest in the nine unpatented mining claims (39 units) on March 7, 2003.  The property was included in the option to Redstar, but was returned to the Company in February of 2007.

Wolf Bay Property

The Company acquired a 50% interest in 18 unpatented mining claims (103 units) on March 7, 2003. 17 claims are optioned to Redstar and one claim was traded to a third party in return for the Company receiving an NSR of 1.75%.  The property in its entirety was returned to the company in February 2007.

Pipestone South Property

The Company acquired a 100% interest in 15 unpatented mining claims on March 7, 2003.  The property was included in the option to Redstar, but was returned to the Company in February of 2007.

Future Exploration Plans

Pursuant to the McEwen Transaction and subsequent brokered private placement that closed in November 2007, the Company increased its treasury by $15 million and additionally acquired large land packages in Alaska and Nevada.  With the proceeds of the financing, Rubicon planned to complete a $5 million exploration budget in Red Lake before May, 2008.  This amount was increased to $10.4 million following completion of the brokered ‘bought deal’ flow through private placement completed in November of 2007.  Proceeds from the private placement will be used to incur Canadian exploration expenditures with respect to the ongoing exploration and development of the Company's Red Lake mineral property or other Ontario-based mineral projects.  The Company plans to drill a minimum of 40,000 metres on its Red Lake projects, including a minimum 30,000 metres (with the balance in contingency) on its 100% controlled projects exclusive of partner funded programs.

U.S. Results

The 2007 exploration work in Red Lake is supervised by Terry Bursey, P.Geo., the Qualified Person under the definition of NI 43-101.  All assays were conducted on sawn NQ2 or NQ-sized half core sections.  Assays are processed by ALS Chemex Labs, Accurassay Laboratories and/or SGS Minerals Services using the metallic screen fire assay procedure, fire assay or fire assay gravimetric finish. Standards and blanks were included at regular intervals in each sample batch.  Gold standards were prepared by CDN Resource Laboratories Ltd. (Add QP info for the US.)

Companies with Oil and Gas Activities

N/A

Dividends

The board of directors of the Company has not declared dividends at any time during the three year period preceding the date of this AIF.  The Company currently pays no dividends or distributions and do not anticipate doing so in the near future.  However, there are no restrictions on the Company’s or its subsidiaries’ ability to pay dividends.

Description of Capital Structure

General Description of Capital Structure

The Company is authorized to issue an unlimited number of common shares without par value of which 147,871,501common shares were issued as at December 31, 2007.  The holders of common shares are entitled to receive notice of and attend all meetings of shareholders with each common share held entitling the holder to one vote on any resolution to be passed at such shareholder meetings.  The holders of common shares are entitled to dividends if, as and when declared by the board of directors of the Company.  The common shares are entitled upon liquidation, dissolution or winding up of the Company to receive the remaining assets of the Company available for distribution to shareholders.

Constraints

There are no constraints imposed on the ownership of securities of the Company to ensure a certain level of Canadian ownership of the Company.

Ratings

No ratings have been received from any rating organizations in respect of any of the Company’s securities.

Market for Securities

Trading Price and Volume

The Company’s common shares were listed and commenced trading on the TSX under the symbol “RMX” on September 19, 2003 and prior to that were listed and posted for trading on the TSX Venture on November 19, 1997.  The common shares were listed on AMEX under the symbol “RBY” on September 8, 2004.

Trading during the financial year ended December 31, 2007 on the TSX is summarized as follows:

Month	High		Low		Close		Volume
December 2007	$	1.60	$	1.05	$	1.47		3801819
November 2007	$	1.97	$	1.45	$	1.58		5219831
October 2007	$	2.23	$	1.56	$	1.85		7297502
September 2007	$	1.85	$	1.58	$	1.76		3938289
August 2007	$	2.29	$	1.39	$	1.68		4554784
July 2007	$	2.48	$	1.91	$	2.31		5896831
June 2007	$	2.20	$	1.64	$	1.90		6479948
May 2007	$	2.55	$	1.83	$	1.91		8744026
April 2007	$	3.25	$	1.52	$	2.28		19531264
March 2007	$	1.75	$	1.23	$	1.52		13486175
February 2007	$	1.71	$	0.63	$	1.55		16849296
January 2007	$	0.96	$	0.62	$	0.68		7305671

Trading during the financial year ended December 31, 2007 on AMEX is summarized as follows:

Month	High US$		Low US$		Close		Volume
December 2007	$	1.59	$	1.04	$	1.47		267200
November 2007	$	2.12	$	1.45	$	1.55		289800
October 2007	$	2.26	$	1.56	$	1.98		361300
September 2007	$	1.87	$	1.53	$	1.76		263700
August 2007	$	2.17	$	1.30	$	1.65		322800
July 2007	$	2.38	$	1.81	$	2.17		353000
June 2007	$	2.07	$	1.53	$	1.8		311100
May 2007	$	2.3	$	1.72	$	1.79		357400
April 2007	$	2.82	$	1.31	$	2.06		827300
March 2007	$	1.50	$	1.05	$	1.33		376800
February 2007	$	1.48	$	0.54	$	1.31		431800
January 2007	$	0.80	$	0.52	$	0.59		108800

Escrowed Securities

There are no securities of the Company currently held in escrow or subject to a pooling agreement.

DIRECTORS and OFFICERS

Name, Occupation and Security Holding

The name, province and country of residence, position with the Company and principal occupation of each of the directors and executive officers of the Company as at the date of this AIF are as follows:

Name, Province and Country of Residence and Position	Principal Occupation for Past Five Years(1)	Director/ Officer Since
David W. Adamson President, CEO & Director British Columbia, Canada	Exploration Geologist; President, CEO and Director of the Company, over five years; Director, Constantine Metal Resources Ltd. (TSX Venture), Africo Resources Ltd. (TSX) and Paragon Minerals Corporation (TSX Venture)	March 1996
David R. Reid Director British Columbia, Canada	Lawyer; Partner of Davis LLP, Barristers & Solicitors, from March 2002 to present; Director of Far West Mining Ltd. (TSX), Western Prospector Group Ltd. (TSX Venture), Ross River Minerals Inc. (TSX Venture), Harbour Pacific Minerals Inc. ( a public unlisted company)	April 2001
Philip S. Martin Director Ontario, Canada	Principal, P.S. Martin & Associates (Financial Consultants), over five years; Director, Aura Minerals Inc. (TSX), Maximus Ventures Ltd. (TSX Venture), Nevoro Inc. (TSX), Beta Minerals Inc. (TSX Venture) and Nico Mining Ltd. (TSX Venture)	July 2003
John R. Brodie, fca Director British Columbia, Canada	Fellow Chartered Accountant (FCA); President of John R. Brodie Capital Inc. (private management services company), from October 2003 to present; Previously Partner of KPMG, Chartered Accountants, from September 1975 to August 2003; Director, Far West Mining Ltd. (TSX), Ag Growth Income Fund (TSX), Director, Pacific Safety Products Ltd. (TSX-V), Director, Western Canadian Coal Corp. (TSX) and Director, Silver Standard Resources Inc. (TSX)	January 2005
Kevin D. Sherkin Director Ontario, Canada	Lawyer; Managing Director of Levine Sherkin Boussidan, over five years; Director, Golden Goose Resources Inc. (TSX Venture)	January 2005
Christopher J.  Bradbrook Director Ontario, Canada	President & CEO, New Gold Inc. (TSX; AMEX), October 2004 to January 30, 2008; previously Vice-President, Corporate Development, Goldcorp Inc. (TSX) from January 2001 to May 2004	December 2005
William Cavalluzzo Vice-President, Investor Relations Ontario, Canada	Vice-President, Investor Relations of the Company, over five years; Director, Africo Resources Ltd. (TSX), from February 2005 to June 2006	December 2001
Robert G. Lewis CFO British Columbia, Canada	Certified General Accountant; CFO of the Company, September 2005 to date; CFO and Secretary of Paragon Minerals Corporation, July 2006 to date; previously Controller, International KRL Resources Corp./Logan Resources Ltd., May 2004 to September 2005 and Northwest Mettech Corporation, September 1997 to May 2004	September 2005
Matthew Wunder Vice-President, Exploration British Columbia, Canada	Professional geologist (P.Geo.) with over 20 years of experience with both major and junior mining companies.  Senior consultant within the ore evaluations group of a major consulting firm.  B.Sc. from the University of Western Ontario in 1985.	June 2007

Note:

(1) The information as to province and country of residence, present principal occupation or employment and the number of Common shares beneficially owned or controlled, is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

Directors of the Company are elected to hold office for one year until the next Annual Meeting of shareholders of the Company is held.

The committees of the Board of Directors of the Company consist of the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Nominating Committee.  Members of the Audit Committee are identified in Item 11 herein.  Members of the Compensation Committee are Christopher J. Bradbrook (Chair), Philip S. Martin and John R. Brodie, of the Corporate Governance Committee are Philip S. Martin (Chair), David R. Reid and Kevin D. Sherkin, and of the Nominating Committee are Kevin D. Sherkin (Chair), Philip S. Martin and John R. Brodie.

The Directors and Officers of the Company as a group beneficially owned, directly or indirectly, or controlled 1,273,418 shares of the Company, representing 0.86% of the outstanding common shares of the Company, as at December 31, 2007.  None of the Directors and Officers of the Company own any voting securities of any subsidiary of the Company.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed herein, to the knowledge of the Company, none of the directors or executive officers of the Company or shareholders holding a sufficient number of shares to affect materially the control of the Company is, or has been within the ten years before the date of this AIF, a director or executive officer of any other company (including the Company) that, while such person was acting in that capacity:

(a)   was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days,

(b)   was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

(c)   within a year of such person ceasing to act in that capacity, became bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

On August 30, 2005, David R. Reid became a director of Harbour Pacific Minerals Inc. (“Harbour Pacific”), which had been subject to a cease trade order under the Alberta Securities Act since August 31, 1995.  Mr. Reid joined the board of directors of Harbour Pacific to assist in its reactivation.  The cease trade order was imposed after Harbour Pacific failed to file and send to shareholders its unaudited interim financial statements for the period ended April 30, 1995.

To the knowledge of the Company, none of the directors or officers of the Company or shareholders holding a sufficient number of shares to affect materially the control of the Company has, within the ten years prior to the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

To the knowledge of the Company, none of the directors or executive officers of the Company or shareholders holding a sufficient number of shares to affect materially the control of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable investor making an investment decision.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.  In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.  In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosures by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers.  All such conflicts will be disclosed by such directors or officers in accordance with the laws of British Columbia and shall govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.  The directors and officers of the Company are not aware of any such conflicts of interests.

Audit Committee

MI 52-110 requires the Company to disclose annually in its Annual Information Form certain information concerning the constitution of its audit committee and its relationship with its independent auditors, as set out in the 2007 Annual Information Form filed on www.sedar.com.

Audit Committee Charter

The following is the text of the Audit Committee’s Charter:

“A.            Purpose

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of the Company the primary function of which is to assist the Board in its oversight of the nature and scope of the annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures and financial reporting and statements and to recommend, for approval of the Board, or to approve, the audited financial statements, interim financial statements and any other releases containing financial information.

The primary objectives of the Committee are as follows:

1.            To assist directors meet their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Company and related matters.

2.            To oversee the work of the external auditors.

3.            To provide better communication between directors and external auditors.

4.            To enhance the external auditors’ independence.

5.            To increase the credibility and objectivity of financial reports.

6.            To strengthen the role of the outside directors by facilitating in depth discussions between directors on the Committee, management and the external auditors.

B.            Responsibility of Management and External Auditors

The Committee’s role is one of oversight.  Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with generally accepted accounting principles (“GAAP”).  Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The external auditors’ responsibility is to audit the Company’s financial statements and provide their opinion, based on their audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.

C.            Membership and Organization

1.            Composition - The Committee shall be comprised of not less than three independent members of the Board.

2.            Independence - None of the members of the Committee shall be members of management of the Company, and all of them shall be “unrelated directors” (as such term is used in the Report of the Toronto Stock Exchange on Corporate Governance in Canada) and “independent” (as such term is used in Multilateral Instrument 52-110 - Audit Committees (“MI 52-110”).

3.            Appointment and Removal of Committee Members - Each member of the Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board or until the earlier of: (a) the close of the next annual meeting of the shareholders of the Company at which the member’s term of office expires; (b) the death of the member; or (c) the resignation, disqualification or removal of the member from the Committee or from the Board.  The Board may fill the vacancy in the membership of the Committee.

4.            Financial Literacy - All of the members of the Committee shall be “financially literate” within the meaning used in MI 52-110 or a member who is not financially literate must become so within  a reasonable period of time following his or her appointment.

5.            Chair - At the time of the annual appointment of the members of the Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Committee, preside over all Committee meetings, coordinate the Committee’s compliance with this Charter, work with management to develop the Committee’s annual work plan and provide reports of the Committee to the Board.  The Chair may vote on any matter requiring a vote.  In the case of an equality of votes, the Chair shall be entitled to a second or casting vote.  The Chair shall report to the Board, as required by applicable law or as deemed necessary by the Committee or as requested by the Board, on matters arising at Committee meetings and, where applicable, shall present the Committee's recommendation to the Board for its approval.

D.            Functions and Responsibilities

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board.  In addition to these functions and responsibilities, the Committee shall perform the duties required of an audit committee by the British Columbia Business Corporations Act, by any requirements of stock exchanges on which the securities of the Company are listed, and all other applicable laws.

1.            Oversee External Auditors - The Committee shall oversee the work of the external auditors, including reviewing any significant disagreements between management and the external auditors in connection with the preparation of financial statements.

2.            Internal Controls - The Committee shall monitor the system of internal control. The Committee shall require management to implement and maintain appropriate systems of internal control in accordance with applicable laws, regulations and guidance, including internal control over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Committee shall consider and review with management and the external auditors:

(a)            the effectiveness of, or weaknesses or deficiencies in: the design or operation of the Company's internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management's conclusions.

(b)            any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company's periodic regulatory filings;

(c)            any material issues raised by any inquiry or investigation by the Company's regulators;

(d)            any related significant issues and recommendations of the external auditors together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

3.            Review Financial Statements - The Committee shall review the annual and interim financial statements of the Company and related management’s discussion and analysis (“MD&A”) prior to their approval.  The process should include but not be limited to:

(a)            reviewing changes in accounting principles and policies, or in their application, which may have a material impact on the current or future years’ financial statements;

(b)            reviewing significant accruals, reserves or other estimates;

(c)            reviewing any “related party” transactions, with related party having the meaning ascribed to it by Canadian securities regulations;

(d)            reviewing accounting treatment of unusual or non-recurring transactions;

(e)            ascertaining compliance with covenants under loan agreements;

(f)            reviewing disclosure requirements for commitments and contingencies;

(g)            reviewing unresolved differences between management and the external auditors;

(h)            obtain explanations of significant variances with comparative reporting periods;

(i)            reviewing any legal matters which could significantly impact the financial statements as reported on by the general counsel and meet with outside counsel whenever deemed appropriate; and

(j)            reviewing audit response letters from the Company’s legal counsel made under the Joint Policy Statement of the Canadian Bar Association and the Canadian Institute of Chartered Accountants.

4.            Public Disclosure - The Committee shall review the financial statements, MD&A, annual information forms (“AIF”), management information circulars and any prospectuses as well as all public disclosure containing audited or unaudited financial information (including, without limitation, any press releases disclosing earnings or financial results) before release and prior to Board approval.

5.            Interim Financial Statements - The Committee shall review the interim financial statements and disclosures, and obtain explanations from management as required. After completing its review of the interim financial statements, if advisable, the Committee shall, if so authorized by the Board, approve the interim financial statements and the related MD&A, or if not so authorized by the Board, then approve and recommend them for approval by the Board.

6.            Hiring Policies - The Committee shall review and approve the Company’s hiring policies regarding the hiring of partners, employers and former partners and employees of the present and former external auditors of the Company.  The Committee shall review candidates for the position of Chief Financial Officer of the Company and make recommendations to the Board with respect to the appointment of a Chief Financial Officer.

7.            Appointment of External Auditors - With respect to the appointment of external auditors by the Board, the Committee shall:

(a)            recommend to the Board the appointment of the external auditors;

(b)            recommend to the Board the terms of engagement of the external auditor, including the compensation of the auditors and a confirmation that the external auditors shall communicate directly to the Committee;

(c)            on an annual basis, review and discuss with the external auditors all significant relationships such auditors have with the Company to determine the auditors’ independence;

(d)            review the performance of the external auditors;

(e)            when there is to be a change in auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change; and

(f)            review and approve in advance any non-audit services to be provided to the Company or its subsidiaries by the external auditors and consider the impact on the independence of such auditors, including reviewing the range of services provided in the context of all consulting services bought by the Company. The Committee may delegate to one or more members the authority to approve non–audit services, provided that the member report to the Committee at the next scheduled meeting such pre–approval and the member comply with such other procedures as may be established by the Committee from time to time.

8.            Evaluation and Rotation of Lead Partner - At least annually, the Committee shall review the qualifications and performance of the lead partners of the external auditors. The Committee shall obtain a report from the external auditors annually verifying that the lead partner of the external auditors has served in that capacity for no more than five fiscal years of the Company and that the engagement team collectively possesses the experience and competence to perform an appropriate audit.

9.            Review with External Auditors - Review with external auditors (and internal auditor if one is appointed by the Company) their assessment of the internal controls of the Company, their written reports containing recommendations for improvement, and management’s response and follow-up to any identified weaknesses. The Committee shall also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of the Company and its subsidiaries.

10.            Risk Policies and Procedures - The Committee shall review risk management policies and procedures of the Company (e.g. hedging, litigation and insurance), regarding current areas of great financial risk and whether management is managing these effectively.

11.            Treatment of Complaints/Submissions - The Committee shall review and approve the establishment by management of procedures for the receipt, retention and treatment of complaints received by the Company from employees or others, regarding accounting, internal accounting controls, or auditing matters.

12.            Investigations - The Committee shall have the authority to investigate any financial activity of the Company. All employees of the Company are to cooperate as requested by the Committee.

13.            Retain Experts - The Committee may retain independent counsel, persons having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at the expense of the Company without any further approval of the Board. The Committee has the authority to set, and have the Company, pay the compensation for any such persons engaged by the Committee.

14.            Advising Board - The Committee shall ensure that the Board is aware of matters which may significantly impact the financial condition or affairs of the business.

15.            Updates to Charter - The Committee shall review and recommend to the Board any updates to the Audit Committee Charter. All changes to the Audit Committee Charter shall be approved by the Board.

E.            Adoption of the Audit Committee Charter and Amendments

This Charter was adopted and approved by the Board of Directors of the Company on March 8, 2005.”

Composition of the Audit Committee

The Company’s Audit Committee is comprised of three directors, John R. Brodie, FCA (Chair), Kevin D. Sherkin and Philip S. Martin, each of whom is “independent” under MI 52-110 and AMEX Rule 121(b).  All of the Audit Committee members are “financially literate”, as such term is defined in MI 52-110.

Relevant Education and Experience

Each audit committee member possesses education or experience that is relevant to the performance of their responsibilities as audit committee members of the Company.  John R. Brodie is a Fellow Chartered Accountant and was a Partner of KPMG, Chartered Accountants, between August 1975 and August 2003.  Mr. Brodie also serves on the audit committee of Far West Mining Ltd. (TSX), Silver Standard Resources Inc. (TSX), ), Ag Growth Income Fund (TSX), Pacific Safety Products Ltd. (TSX-V) and Western Canadian Coal Corp. (TSX).  Kevin Sherkin LL.B. is a practicing lawyer in Toronto, and serves as a nominee of several Ontario based shareholders.  He also has extensive contacts in the Toronto business community.  Mr. Sherkin also serves as a director of Golden Goose Resources Inc. (TSX-V). Philip Martin is a Director of the Company and has a B.Sc. (Hons) degree in Mining Engineering from the Royal School of Mines, Professional Engineer designation in Ontario and an MBA from Cranfield University, UK.  Mr. Martin is based in Toronto and has over 30 years experience in the mining industry ranging from mining engineer (1969-1979), corporate finance positions with Toronto Dominion Bank (1979-1986), research analyst (1986-1994). Mr. Martin currently provides consulting services to the corporate and financial sectors.  Mr. Martin was Director and Managing Partner of Gordon Capital Corporation (1995-1998) and Director/Vice President of First Associates Investments Inc. (2000-2002).

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 2.4, 3.2, 3.4, 3.5 or Part 8 of MI 52-110.  Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the external auditors to the Company or its subsidiary entities, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the external auditors in the fiscal year in which the non-audit services were provided, where the Company or its subsidiary entity did not recognize the services as non-audit services at the time of the engagement, and where the services were promptly brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee.  Sections 3.2 and 3.4 provide exemptions to the requirement that every audit committee member be independent, where the company has filed a prospectus in respect of its initial public offering or where the audit committee member ceases to be independent for reasons outside the member’s reasonable control, respectively.  Section 3.5 provides an exemption from the requirements that all audit committee members be independent and financially literate, where a death, disability or resignation of a member resulted in a vacancy on the audit committee that the board of directors was required to fill.  Part 8 permits a Company to apply to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part.

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions contained in sections 3.3(2) or 3.6 of MI 52-110.  Section 3.3(2) provides an exemption from the requirement that every audit committee member be independent, where the member would be independent of the company but for the member being an affiliated entity of the company or any of its subsidiaries or the member being a subsidiary entity or parent entity of the company.  Section 3.6 provides an exemption from the requirement that every audit committee member be independent of the company, where (i) such member is not considered independent because such member accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the company or any of its subsidiaries or because such member is an affiliate of the company or any of the company’s subsidiary entities; (ii) such member is not an employee or officer of the company or an immediate family member of such employee or officer; (iii) the board of directors of the company has determined that the audit committee member is able to exercise impartial judgment necessary for the member to fulfill his or her responsibilities as an audit committee member and the appointment of the member is in the best interests of the company and its shareholders; (iv) the member does not act as the chair of the audit committee; and (v) the member does not rely upon this exemption for a period of more than two years.

Reliance on Section 3.8

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemption permitted by section 3.8 of MI 52-110.  Section 3.8 provides an exemption from the financial literacy requirements of audit committee members, where the member becomes financially literate within a reasonable period of time following his or her appointment and the board of directors of the company has determined that the reliance on this exemption will not materially adversely affect the ability of the audit committee to act independently and to satisfy the other requirements of MI 52-110.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Company’s Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The audit committee must pre-approve any engagement of the external auditors for any non-audit services to the Company in accordance with applicable law and policies and procedures to be approved by the Board of Directors.  The engagement of non-audit services will be considered by the Company’s Board of Directors, and where applicable the audit committee, on a case-by-case basis.

External Auditor Service Fees (By Category)

In the following table, “audit fees” are fees billed by the Company’s external auditors for services provided in auditing the Company’s annual financial statements for the subject year.  “Audit-related fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.  “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning.  “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.

The fees paid by the Company to its auditors in each of the last two fiscal years, by category, are as follows:

Financial Year Ending	Audit Fees		Audit Related Fees	Tax Fees	All Other Fees
December 31, 2007	$	38,000	Nil	Nil	Nil
December 31, 2006	$	32,000	Nil	Nil	Nil

Promoters

There is no person or company that has been, within the three most recently completed financial years or during the current financial year, a “promoter” of the Company or a subsidiary of the Company, as such term is defined in the British Columbia Securities Act.

A “Promoter” is defined in the British Columbia Securities Act as “a person who (a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, or (b) in connection with the founding, organization or substantial reorganization of the business of the issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the issuer’s own securities or 10% or more of the proceeds from the sale of a class of the issuer’s own securities of a particular issue; but does not include a person who (c) receives securities or proceeds referred to in paragraph (b) solely (i) as underwriting commissions, or (ii) in consideration for property, and (d) does not otherwise take part in founding, organizing or substantially reorganizing the business.”

Legal Proceedings and regulatory actions

Legal Proceedings

The Company is not aware of any current or contemplated legal proceedings to which it is a party or of which any of its property is the subject.

Regulatory Actions

The Company is not aware of:

(a)   any penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the financial year ended December 31, 2007;

(b)   any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision; or

(c)   any settlement agreements the Company has entered into with a court relating to securities legislation or with the securities regulatory authority during the financial year ended December 31, 2007.

Interest of Management and Others in Material Transactions

Other than as set forth below or elsewhere in this AIF or in the 2007 Circular, none of the following persons has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or will materially affect the Company:

(a)   a director or executive officer of the Company;

(b)   a person or company that is the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10 percent of any class or series of the Company’s outstanding voting securities; and

(c)   an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b).

Davis LLP, a law firm of which David R. Reid is a partner, was paid $379,000 in 2005, $858,090 in 2006 and 913,422 in 2007 for legal fees (of which Paragon reimbursed $150,000) for the fiscal years in which Mr. Reid was a director of the Company.  David R. Reid is a director and Secretary of the Company.

On August 16, 2005, the Company closed a brokered private placement to raise gross proceeds of $6,000,800 by way of the sale of 9,232,000 units at $0.65 per unit.  Each unit consisted of one Common share and one-half transferable common share purchase warrant.  Each whole warrant entitled the holder to purchase one Common share at a price of $0.85 each until August 16, 2007.  Tizard Explorations Inc., a company owned by Philip S. Martin, a director of the Company, purchased 100,000 units, Kevin D. Sherkin, a director of the Company, purchased 38,460 units, J. Garfield MacVeigh, a director and senior officer of the Company, purchased 10,000 units, David W. Adamson, a director and senior officer of the Company, purchased 7,700 units and Bill Cavalluzzo, an officer of the Company purchased 7,700 units.

On November 15, 2007, the Company closed a brokered private placement to raise gross proceeds of $10,000,080 by way of the sale of 4,651,200 “flow-through” common shares of Rubicon at a price of $2.15 per share.  In addition, Rubicon sold 185,698 “flow-through” common shares on a non-brokered basis at $2.15 per share for gross proceeds of $399,250.70, of which Kevin D. Sherkin, a director of the Company, purchased 11,628 shares, Philip S. Martin, a director of the Company, purchased 50,000 shares, and John R. Brodie, a director of the Company, purchased 20,000 shares and Robert Lewis, the CFO purchased 10,000 shares.

As a result of the McEwen Transaction, Robert McEwen owns or controls, directly or indirectly, approximately 45,892,857 shares of Rubicon, representing approximately 31% of the issued and outstanding capital of Rubicon.  See “General Development of the Business - Three Year History”.

For information regarding the remuneration of directors and executive officers of the Company, including the issuance of securities, for the financial year ended December 31, 2007, see the Management Information Circular of the Company dated May 7, 2008.  For a description of the employment agreements between the Company and its executive officers, see Item 16.1 - “Material Contracts”.

Transfer Agents and Registrars

Transfers of the Company’s shares may be effected at the offices of Computershare Investor Services Inc., the Company’s Registrar and Transfer Agent, at its offices in Vancouver and Toronto.  Registration facilities are maintained by Computershare Investor Services Inc. at its offices in Vancouver.

Material Contracts

The following are the contracts, other than contracts entered into in the ordinary course of business or that are disclosed elsewhere in this AIF, that are material to the Company and were entered into within the most recently completed financial year, or before the most recently completed financial year but which are still in effect, other than contracts entered into before January 1, 2002.

By an employment agreement dated January 1, 2002, the Company engaged the services of David W. Adamson as President and CEO, and to provide geological services to the Company.  Initially, Mr. Adamson received a salary of $78,000 per annum which was increased to $130,000 effective January 1, 2004 and $195,000 effective January 1, 2005. This employment agreement has a term of three years and is automatically renewed for further terms of one year unless notice is given to terminate the agreement by either party. This agreement also provides that in the event of a significant change in the affairs of the Company such as a takeover bid, change of control of the Board, the sale, exchange or other disposition of a majority of the outstanding common shares of the Company, the merger or amalgamation or other corporate restructuring of the Company in a transaction or series of transactions in which the Company’s members receive less than 51% of outstanding common shares of the new or continuing corporation (“Significant Change”), then at the option of Mr. Adamson exercisable at any time within 18 months after the date of the Significant Change, Mr. Adamson may elect to continue to be employed by the Company or give notice of termination in which event the Company shall pay Mr. Adamson an amount equal to two times the annual salary then in effect.

By an employment agreement dated January 1, 2002, the Company engaged the services of William J. Cavalluzzo as Vice-President, Investor Relations of the Company, under which he initially received a salary of $60,000 per annum which was increased to $130,000 effective January 1, 2005.  This employment agreement has a term of three years and automatically is renewed for further terms of one year unless notice is given to terminate the agreement by either party.  This agreement also provides that in the event of a Significant Change, then at the option of Mr. Cavalluzzo exercisable at any time within 6 months after the date of the Significant Change, Mr. Cavalluzzo may elect to continue to be employed by the Company or give notice of termination, in which event the Company shall pay Mr. Cavalluzzo an amount equal to two times the annual salary then in effect.

By an employment agreement dated September 12, 2005, the Company engaged the services of Robert Lewis as Chief Financial Officer of the Company, under which he received a salary of $100,000 per annum which was increased to $120,000 on July 1, 2006.  This employment agreement has a term of three years and automatically is renewed for further terms of one year unless notice is given to terminate the agreement by either party.  This employment agreement provides that in the event of a Significant Change, then at the option of Mr. Lewis exercisable at any time within 6 months after the date of the Significant Change, Mr. Lewis may elect to continue to be employed by the Company or give notice of termination in which event the Company shall pay Mr. Lewis an amount equal to two times the annual salary then in effect.

By an employment agreement dated June 18, 2007, the Company engaged the services of Matthew C. Wunder as Vice President of Exploration of the Company, under which he received a salary of $165,000 per annum.  This employment agreement has a term of two years and automatically is renewed for a further term of one year unless notice is given to terminate the agreement by either party.  This employment agreement provides that in the event of a Significant Change, then at the option of Mr. Wunder exercisable at any time within 6 months after the date of the Significant Change, Mr. Wunder may elect to continue to be employed by the Company or give notice of termination in which event the Company shall pay Mr. Wunder an amount equal to one times the annual salary then in effect.

By an Amended and Restated Shareholder Rights Plan Agreement made as of June 14, 2006 between the Company and Computershare Investor Services Inc. as Rights Agent, the Company adopted an Amended and Restated Shareholder Rights Plan to update and replace the Shareholder Rights Plan which the Company originally adopted in 2002.  See the Company’s Material Change report dated June 16, 2006 and filed on SEDAR.

By the Arrangement Agreement, the Company agreed to purchase the Alaska Properties and the Nevada Properties and conduct the Alaska/Nevada Offering.  “General Development of the Business - Three Year History”.

Interests of Experts

The following persons, firms and companies are named as having prepared or certified a statement, report or valuation described or included in a filing, or referred to in a filing, made under National Instrument 51-102 Continuous Disclosure Obligations by the Company during, or relating to, the Company’s most recently completed financial year and whose profession or business gives authority to the statement, report or valuation made by the person, firm or company.

Name	Description	Interest in the Company
DeVisser Gray LLP, Chartered Accountants	Provided an auditor’s report dated March 31, 2008 in respect of the Company’s consolidated balance sheet for the financial year ended December 31, 2007 and the consolidated statements of income and deficit cash flows for the year ended December 31, 2007.  Provided an auditor’s report dated March 24/29, 2006 in respect of the Company’s consolidated balance sheet for the year ended December 31, 2005 and the consolidated statement of income and deficit cash flows for the year ended December 31, 2005	Nil
Marc Prefontaine, M.Sc., P.Geo	A “Qualified Person” for the purpose of National Instrument 43-101, prepared the “Form 43-101F1 Technical Report on the Exploration Activities of Rubicon Minerals Corporation on the McFinley Property, Red Lake, Ontario for the period January 2005 to June 2005, NTS 52N/04” dated December 9, 2005	Nil

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com.

Additional information, including particulars of directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company’s Information Circular prepared in respect of its most recent annual meeting.

Additional financial information is provided in the Company’s comparative annual financial statements and Management Discussion & Analysis for the year ended December 31, 2007.

For copies of this Annual Information Form and the materials listed in the preceding paragraphs please contact:

Rubicon Minerals Corporation

Suite 1540 - 800 West Pender Street,

Vancouver, B.C., V6C 2V6

Robert G. Lewis, CFO

Telephone: (604) 623-3333

Facsimile: (604) 623-3355

EX-99.2

RUBICON MINERALS CORPORATION

Consolidated Financial Statements

(Stated in Canadian Dollars)

December 31, 2007

and

December 31, 2006

RUBICON MINERALS CORPORATION

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

Management of Rubicon Minerals Corporation is responsible for the integrity and fair presentation of the financial information contained in this annual report which has been approved by the board of directors. Where appropriate, the financial information, including financial statements, reflects amounts based on the best estimates and judgments of management. The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and reconciled to accounting principles generally accepted in the United States as set out in note 17. Financial information presented elsewhere in the annual report is consistent with that disclosed in the financial statements.

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 a process in place to evaluate internal control over financial reporting based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in

Internal Control - Integrated Framework. Based on that evaluation, management has concluded that internal control over financial reporting was effective as of December 31, 2007.

The Board of Directors oversees management’s responsibility for financial reporting and internal control systems through an Audit Committee, which is composed entirely of independent directors. The Audit Committee meets periodically with management and the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders.

De Visser Gray LLP, an independent registered public accounting firm of Chartered Accountants, appointed by the shareholders, have audited our financial statements in accordance with generally accepted auditing standards in Canada and the Public Company Accounting Oversight Board (United States), and have expressed their opinion in the auditors’ report.

“David Adamson”	“Robert Lewis”
David Adamson	Robert Lewis
President	Chief Financial Officer

D E  V I S S E R  G R A Y  L L P

CHARTERED ACCOUNTANTS

401 - 905 West Pender Street

Vancouver, BC Canada

V6C 1L6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Rubicon Minerals Corporation

We have audited the consolidated balance sheets of Rubicon Minerals Corporation (“the Company”) as at December 31, 2007 and 2006, and the consolidated statements of operations and deficit, comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 2007. We have also audited the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in Canada and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether the effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and 2006 and the results of its operations and cash flows for each of the years in the three year period ended December 31, 2007 in accordance with Canadian generally accepted accounting principles. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

“De Visser Gray LLP”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

March 31, 2008

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	As at December 31
	2007			2006
Assets
Current assets
Cash and cash equivalents	$	14,791,309		$	7,233,680
Temporary investments (note 6)		15,082,513			4,019,398
Amounts receivable		1,708,000			1,218,865
Prepaid expenses		43,498			28,748
		31,625,320			12,500,691
Investment in companies spun-off (note 3)		439,629			2,147,933
Equipment (note 7)		157,786			89,450
Other investments (note 8)		2,637,877			1,435,227
Mineral property costs (note 9) (schedule)		66,157,058			15,712,278
	$	101,017,670		$	31,885,579
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	811,130		$	824,066
Corporate income tax payable (note 12)		74,000			152,000
		885,130			976,066
Future Income Taxes (note 12)		14,774,288			-
Shareholders’ equity
Share capital (note 10(a))		103,572,229			47,991,901
Contributed surplus (note 10(b))		3,082,261			2,547,075
Deficit		(21,845,844	)		(19,629,463	)
Accumulated other comprehensive income (note 11)		549,606			-
		85,358,252			30,909,513
	$	101,017,670		$	31,885,579
See accompanying notes to the consolidated financial statements

Commitments (Note 14)

Subsequent events (Note 17)

Approved by the Board of Directors:
“David Adamson”	“John R. Brodie”
David Adamson, Director	John R. Brodie, FCA, Director

RUBICON MINERALS CORPORATION

Consolidated Statements of Operations and Deficit

(Stated in Canadian Dollars)

	For the years ended December 31
	2007			2006			2005
Expenses
Amortization	$	52,304		$	21,442		$	17,412
Consulting		85,569			95,346			138,847
General mineral exploration		189,027			236,278			283,391
Investor relations		397,115			592,141			496,172
Office		270,288			221,251			218,868
Professional fees		353,126			281,364			304,741
Rent		54,586			81,207			84,418
Salaries		1,032,130			784,731			629,701
Stock-based compensation (notes 4 and 10(b))		576,605			220,964			683,671
IPO costs of subsidiary		-			-			2,913
Re-organization costs (note 3)		64,691			925,439			129,210
Transfer agent and regulatory filing fees		130,141			103,383			112,797
Travel and accommodation		122,457			41,000			28,804
Write-off of deferred property costs		224,696			258,823			1,715,674
Loss before other items:		(3,552,735	)		(3,863,369	)		(4,846,619	)
Interest and miscellaneous income		941,330			355,300			82,232
Option and administration fees in excess of property costs		317,801			448,998			119,606
Gain on sales of investments		7,822			128,880			76,765
Other gains and losses		128,779			142,223			101,251
Loss on disposal of equipment		-			(3,226	)		-
Loss on equity investments		(75,938	)		(1,338,877	)		(288,323	)
Current income tax expense		(7,000	)		(152,000	)		-
Future income tax recovery (note 12)		23,560			477,400			1,043,943
Allocation of subsidiary’s loss to minority interest		-			16,751			66,861
Net loss for the year		(2,216,381	)		(3,787,920	)		(3,644,284	)
Deficit, beginning of year		(19,629,463	)		(15,841,543	)		(12,197,259	)
Deficit, end of year	$	(21,845,844	)	$	(19,629,463	)	$	(15,841,543	)
Basic and diluted loss per common share	$	(0.02	)	$	(0.05	)	$	(0.06	)
Weighted average number of common shares outstanding		118,158,856			73,500,891			60,223,727
See accompanying notes to the consolidated financial statements.

RUBICON MINERALS CORPORATION

Consolidated Statements of Comprehensive Loss

(Stated in Canadian Dollars)

	For the years ended December 31
	2007			2006			2005
Net Loss for the year	$	(2,216,381	)	$	(3,787,920	)	$	(3,644,284	)
Other comprehensive income
Fair value adjustment to financial instruments:
Temporary investments		(19,852	)		-			-
Investments in public company shares		784,505			-			-
Change in fair value of investment in spun-off companies		(423,600	)		-			-
Other comprehensive income in the year		341,053			-			-
Comprehensive loss for the year		(1,875,328	)		(3,787,920	)		(3,644,284	)
Adjustment to accumulated other comprehensive income on adoption of new standard (note 5)		208,553			-			-
Accumulated comprehensive loss, beginning of the year		(19,629,463	)		(15,841,543	)		(12,197,259	)
Accumulated comprehensive loss, end of the year*	$	(21,296,238	)	$	(19,629,463	)	$	(15,841,543	)
* Comprised of operating deficit and accumulated other comprehensive income
See accompanying notes to the consolidated financial statements.

RUBICON MINERALS CORPORATION

Consolidated Statements of Cash Flows

(Stated in Canadian Dollars)

	For the years ended December 31
	2007			2006			2005
Cash Provided by (Used for):
Operating Activities
Net loss for the year	$	(2,216,381	)	$	(3,787,920	)	$	(3,644,284	)
Adjustment for items which do not involve cash:
Amortization		52,304			21,442			17,412
Stock-based compensation		576,605			220,964			683,671
Write-off of deferred property costs		224,696			258,823			1,715,674
Gain on sale of investments		(176,201	)		(271,103	)		(76,765	)
Loss on disposal of equipment		-			3,226			-
Loss on equity investments		75,938			1,338,877			288,323
Interest and miscellaneous income		135,318			35,318			-
Future income tax recovery		(23,560	)		(477,400	)		(1,043,943	)
Allocation of subsidiary’s loss to minority interest		-			(16,751	)		(66,861	)
		(1,351,281	)		(2,674,524	)		(2,126,773	)
Changes in non-cash working capital components:
Prepaid expenses		(14,750	)		(9,665	)		40,829
Amounts receivable		(157,694	)		(293,247	)		(663,479	)
Accounts payable and accrued liabilities		66,749			(499,095	)		(525,011	)
Corporate tax payable		(78,000	)		152,000			-
		(1,534,976	)		(3,324,531	)		(3,274,434	)
Investing Activities*
Temporary investments		(11,218,285	)		(4,019,398	)		-
Deferred property costs		(11,415,083	)		(3,661,518	)		(6,354,538	)
Purchase of equipment		(120,640	)		(82,592	)		(12,036	)
Proceeds on disposal of equipment		-			3,750			-
Purchase of investments		(24,190	)		(870,845	)		(4,151,793	)
Proceeds on sales of investments		1,659,211			755,758			804,233
		(21,118,987	)		(7,874,845	)		(9,714,134	)
Financing Activities*
Common shares issued for cash		27,737,051			13,904,766			8,200,368
Share issue costs		(534,122	)		(876,764	)		(902,328	)
Recovery of property costs incurred		2,844,874			2,430,434			1,495,182
Management and administration fees received		163,789			164,117			64,001
		30,211,592			15,622,553			8,857,223
Net cash provided (used) during the year		7,557,629			4,423,177			(4,131,345	)
Cash and cash equivalents, beginning of year		7,233,680			2,810,503			6,941,848
Cash and cash equivalents, end of year	$	14,791,309		$	7,233,680		$	2,810,503

*Supplemental Disclosure of Non-Cash Investing and Financing Activities – Refer to Note 15.

See accompanying notes to the consolidated financial statements.

RUBICON MINERALS CORPORATION

Consolidated Statements of Mineral Property Costs

(Stated in Canadian Dollars)

	Balance December 31 2005			Gross Expenditures 2006		Write-off, Recovery or Sold 2006 (note 3)			Balance December 31 2006			Gross Expenditures 2007		Write-off or Recovery 2007			Balance December 31 2007
CANADA
ONTARIO
RED LAKE MINING DIVISION
Phoenix Gold Project
Acquisition and option payments	$	3,392,440		$	259,100	$	-		$	3,651,540		$	75,000	$	-		$	3,726,540
Exploration costs
Geological and geochemical		1,410,683			233,666		-			1,644,349			187,437		-			1,831,786
Drilling		5,675,629			327,957		-			6,003,586			2,514,748		-			8,518,334
Geophysical		101,147			-		-			101,147			-		-			101,147
Travel and accommodation		183,041			10,547		-			193,588			14,917		-			208,505
Other		32,056			-		-			32,056			60,846		-			92,902
		10,794,996			831,270		-			11,626,266			2,852,948		-			14,479,214
Other Red Lake Properties
Acquisition and option payments		473,677			60,684		-			534,361			66,000		(121,750	)		478,611
Exploration costs
Geological and geochemical		954,813			245,477		(15,974	)		1,184,316			235,667		(138,097	)		1,281,886
Drilling		623,119			1,019,495		(975,803	)		666,811			1,857,096		(1,807,559	)		716,348
Geophysical		280,310			-		-			280,310			-		(10,506	)		269,804
Travel and accommodation		79,663			31,657		(19,801	)		91,519			17,650		(8,003	)		101,166
Other		35,474			5,421		-			40,895			13,962		(2,153	)		52,704
Administration fees (earned)		(459,694	)		-		(66,116	)		(525,810	)		-		(116,410	)		(642,220	)
		1,987,362			1,362,734		(1,077,694	)		2,272,402			2,190,375		(2,204,478	)		2,258,299
McCuaig JV Project
Acquisition and option payments		109,940			9,950		-			119,890			6,000		-			125,890
Exploration costs
Geological and geochemical		449,370			1,672		-			451,042			85,394		(5,115	)		531,321
Drilling		1,144,229			2,003		-			1,146,232			1,873,932		(746,104	)		2,274,060
Geophysical		27,425			-		-			27,425			-		-			27,425
Travel and accommodation		32,192			-		-			32,192			6,028		(2,411	)		35,809
Other		2,000			-		-			2,000			-		-			2,000
Administration fees (earned)		(27,635	)		-		-			(27,635	)		-		(47,379	)		(75,014	)
		1,737,521			13,625		-			1,751,146			1,971,354		(801,009	)		2,921,491
English Royalty Division
Acquisition and option payments		75,000			109,057		(184,057	)		-			481,142		(481,142	)		-
Exploration costs
Geological and geochemical		358,748			-		(305,510	)		53,238			3,370		(56,608	)		-
Travel and accommodation		9,119			-		-			9,119			-		(9,119	)		-
Other		107			-		-			107			14,293		(14,400	)		-
		442,974			109,057		(489,567	)		62,464			498,805		(561,269	)		-

See accompanying notes to the consolidated financial statements.

RUBICON MINERALS CORPORATION

Consolidated Statements of Mineral Property Costs

(Stated in Canadian Dollars)

	Balance December 31 2005			Gross Expenditures 2006			Write-off, Recovery or Sold 2006 (note 3)			Balance December 31 2006		Gross Expenditures 2007		Write-off or Recovery 2007		Balance December 31 2007
NEWFOUNDLAND
GOLD PROPERTIES
StarTrack Trend Properties
Acquisition and option payments	$	244,242		$	-		$	(244,242	)	$	-	$	-	$	-	$	-
Exploration costs											-		-		-		-
Geological and geochemical		488,475			21,888			(510,363	)		-		-		-		-
Drilling		124,058			-			(124,058	)		-		-		-		-
Geophysical		482			-			(482	)		-		-		-		-
Travel and accommodation		10,762			29			(10,791	)		-		-		-		-
Other		3,580			-			(3,580	)		-		-		-		-
		871,599			21,917			(893,516	)		-		-		-		-
Golden Promise Trend Properties
Acquisition and option payments		203,338			(81,293	)		(122,045	)		-		-		-		-
Exploration costs
Geological and geochemical		404,776			77,529			(482,305	)		-		-		-		-
Drilling		178,459			943,471			(1,121,930	)		-		-		-		-
Geophysical		55,329			-			(55,329	)		-		-		-		-
Travel and accommodation		10,749			4,515			(15,264	)		-		-		-		-
Other		-			-			-			-		-		-		-
Administration fees (earned)		(190,701	)		-			190,701			-		-		-		-
		661,950			944,222			(1,606,172	)		-		-		-		-
Avalon Trend Properties
Acquisition and option payments		68,938			6,375			(75,313	)		-		-		-		-
Exploration costs
Geological and geochemical		195,805			2,568			(198,373	)		-		-		-		-
Drilling		-			-			-			-		-		-		-
Travel and accommodation		4,055			-			(4,055	)		-		-		-		-
Other		-			-			-			-		-		-		-
Administration fees (earned)		(16,451	)		-			16,451			-		-		-		-
		252,347			8,943			(261,290	)		-		-		-		-
Glenwood-Botwood Trend Properties
Acquisition and option payments		675,532			195,577			(871,109	)		-		-		-		-
Exploration costs
Geological and geochemical		1,540,751			317,814			(1,858,565	)		-		-		-		-
Drilling		666,098			418,228			(1,084,326	)		-		-		-		-
Geophysical		259,029			32,248			(291,277	)		-		-		-		-
Travel and accommodation		15,241			2,515			(17,756	)		-		-		-		-
Administration fees (earned)		(67,724	)		-			67,724			-		-		-		-
		3,088,927			966,382			(4,055,309	)		-		-		-		-

See accompanying notes to the consolidated financial statements.

RUBICON MINERALS CORPORATION

Consolidated Statements of Mineral Property Costs

(Stated in Canadian Dollars)

	Balance December 31 2005			Gross Expenditures 2006		Write-off, Recovery or Sold 2006 (note3)			Balance December 31 2006		Gross Expenditures 2007		Write-off or Recovery 2007		Balance December 31 2007
NEWFOUNDLAND GOLD PROPERTIES (continued)
New World Trend Property
Acquisition and option payments	$	107,540		$	-	$	(107,540	)	$	-	$	-	$	-	$	-
Exploration costs
Geological and geochemical		330,458			21,368		(351,826	)		-		-		-		-
Drilling		2,150			-		(2,150	)		-		-		-		-
Geophysical		-			92,844		(92,844	)		-		-		-		-
Travel and accommodation		1,874			-		(1,874	)		-		-		-		-
		442,022			114,212		(556,234	)		-		-		-		-
Base Metal Properties
Acquisition and option payments		49,989			93,249		(143,238	)		-		-		-		-
Exploration costs
Geological and geochemical		369,731			217,316		(587,047	)		-		-		-		-
Drilling		484,898			61,628		(546,526	)		-		-		-		-
Geophysical		82,637			-		(82,637	)		-		-		-		-
Travel and accommodation		21,987			169		(22,156	)		-		-		-		-
Other		225			1,035		(1,260	)		-		-		-		-
		1,009,467			373,397		(1,382,864	)		-		-		-		-
UNITED STATES OF AMERICA
ALASKA
Alaska Properties (McEwen Acquisition)
Acquisition and option payments		-			-		-			-		37,200,284		-		37,200,284
Exploration costs
Geological and geochemical		-			-		-			-		777,287		-		777,287
Drilling		-			-		-			-		1,800,184		-		1,800,184
Travel and accommodation		-			-		-			-		8,320		-		8,320
Other		-			-		-			-		423,960		-		423,960
		-			-		-			-		40,210,035		-		40,210,035
Palmer Property
Acquisition and option payments		209,415			-		(209,415	)		-		-		-		-
Exploration costs
Geological and geochemical		374,841			-		(374,841	)		-		-		-		-
Drilling		682,215			-		(682,215	)		-		-		-		-
Travel and accommodation		18,003			-		(18,003	)		-		-		-		-
Other		18,013			-		(18,013	)		-		-		-		-
Administration fees (earned)		(76,483	)		-		76,483			-		-		-		-
		1,226,004			-		(1,226,004	)		-		-		-		-

See accompanying notes to the consolidated financial statements.

	Balance December 31 2005	Gross Expenditures 2006	Write-off, Recovery or Sold 2006  (note 3)	Balance December 31 2006	Gross Expenditures 2007	Write-off or Recovery 2007	Balance December 31 2007
UNITED STATES OF AMERICA (continued)
NEVADA
Nevada Properties (McEwen Acquisition)
Acquisition and option payments	$              -	$              -	$                 -	$             -	$6,176,343	$               -	$6,176,343
Exploration costs
Geological and geochemical	-	-	-	-	79,449	-	79,449
Geophysics	-	-	-	-	31,809	-	31,809
Other	-	-	-	-	418	-	418
	-	-	-	-	6,288,019	-	6,288,019
Toquima Properties
Acquisition and option payments	291,643	-	(291,643)	-	-	-	-
Exploration costs
Geological and geochemical	154,832	-	(154,832)	-	-	-	-
	446,475	-	(446,475)	-	-	-	-
Mineral Property Costs	$ 22,961,644	$ 4,745,759	$(11,995,125)	$15,712,278	$54,011,536	$(3,566,756)	$66,157,058

Property Costs Written-off

The composition of the write-off figures by property classification is as follows:

	2005	2006	2007
Other Red Lake Properties	$                    -	$                     -	$           224,696
Avalon Trend Properties	195,554	259,210	-
Golden Promise Trend Properties	6,186	6	-
Other Newfoundland Properties	38	(393)	-
Other Properties	1,513,896	-	-
Total costs written-off	1,715,674	258,823	224,696
Costs recovered through Toquima plan of arrangement	-	1,672,479	-
Costs transferred to Paragon Minerals pursuant to the Plan of Arrangement	-	6,979,705	-
Aggregate cost recoveries and administration fees received	1,791,809	3,084,118	3,342,060
Gross write-offs and recoveries	$       3,507,483	$      11,995,125	$      3,566,756

See accompanying notes to the consolidated financial statements

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

1.NATURE AND CONTINUANCE OF OPERATIONS

The Company is incorporated in British Columbia, Canada and has been primarily involved in the acquisition and exploration of mineral property interests in Canada.   At the date of these financial statements, the Company has not been able to identify a known body of commercial grade ore on any of its properties and the ability of the Company to recover the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration and development costs and to resolve any environmental, regulatory, or other constraints which may hinder the successful development of the property.  The Company is in the development stage with no source of operating revenue and is dependent upon equity financing to maintain its current operations.

2.MCEWEN PROPERTY ACQUISITION AND FINANCING

On May 18th, 2007 the Company closed the McEwen acquisition and financing with Robert McEwen (“McEwen”), Evanachan Limited, Lexam Explorations Inc. and McEwen Capital Corp. (companies controlled by McEwen) pursuant to which the Company acquired two property groups totaling approximately 535,000 acres in Alaska and from Lexam Explorations Inc., a 225,000 acre property in the northeastern part of Nevada, extending into Utah. The purchase price totaled $28 million consisting of 40 million common shares of the Company at a deemed price of $0.70 per share. In addition, McEwen made a private placement in the Company for $10 million and arranged a further $5 million private placement by other persons for total proceeds of $15 million. The placements totaled 21.4 million units consisting of one common share and one half of one share purchase warrant, exercisable for two years at $1.50 per whole warrant. McEwen and the associated companies, will have a right of first refusal on all future equity or debt financings as long as, together, they control greater than 10% of the issued and outstanding capital of the Company.  Refer also to notes 9 and 10.

3.RE-ORGANIZATION

On December 8, 2006, the Company completed a corporate restructuring by way of a Plan of Arrangement (“POA”), which had the result of dividing its existing assets into three separate public companies. Following the corporate restructuring, the Company continues to hold its Ontario properties in the Red Lake area while its Newfoundland properties were distributed into a new public company called Paragon Minerals Corporation (“Paragon”) which trades on the TSX Venture Exchange.  Each Rubicon shareholder received one Paragon common share for every six Rubicon common shares held on December 19th, 2006.  The Company transferred its approximately 39.6% shareholdings in Africo Resources Ltd. into a new TSX-listed company, which adopted the name Africo Resources Ltd. (“New Africo”).  New Africo controls an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo.  Under the POA, all other holders of Africo shares exchanged their shares for New Africo common shares on a 1:1 basis, while each Rubicon shareholder received 0.0925 of a New Africo common share for each Rubicon common share held on December 19th, 2006.  Pursuant to the POA, the rights of pre-existing Rubicon option and warrant holders were maintained through agreements with the new companies to settle with their own shares their pro-rata portions of these instruments at a pro-rata share of the original exercise price. In the case of New Africo, any exercise proceeds are to be returned to Rubicon and Rubicon also has the right to exercise any of the warrants or options which expire, for a period of 30 days after the expiry date.  As New Africo must remit all such proceeds to Rubicon, the exercise price to Rubicon is effectively nil in respect to these warrants and options.

As no substantive ownership change occurred on transferring the assets, the transfers were recorded at their carrying values in the accounts of the Company, with the warrant and option rights and related compensation incurred pursuant to the terms of the POA recorded at current fair values, summarized as follows:

	$
Newfoundland Properties transferred to Paragon		(6,979,704	)
Office equipment transferred to Paragon		(15,952	)
Adjusted cost of Africo Resources (BC) Ltd. shares transferred to New Africo		(5,807,438	)
Net residual fair value of options/warrants transferred		2,205,667
Net reduction to share capital on POA		(10,597,427	)

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

3.   RE-ORGANIZATION (continued)

The adjustment of rights of warrant and option holders created certain rights and obligations in Rubicon which were initially valued at fair values at the POA date, and then adjusted to fair value at December 31, 2006, as follows:

	$
Share receivable from Africo at fair value, net of option/warrant liabilities		2,047,097
Fair value of Paragon options/warrants net of option/warrant liabilities		100,836
Net investment of Rubicon at December 31, 2006		2,147,933
Africo and Paragon shares and related cash proceeds realized in 2007		(1,284,704	)
Adjustment to fair value of net investment at December 31, 2007		(423,600	)
Net investment of Rubicon at December 31, 2007		439,629

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Consolidation

These consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada.  As described in note 16, these principles differ in certain respects from principles and practices generally accepted in the United States (“US”) and requirements promulgated by the Securities and Exchange Commission.  Summarized below are those policies considered particularly significant to the Company.  References to the Company included herein are inclusive of the accounts of the parent company and its 100% owned subsidiaries, 1304850 Ontario Inc., 0691403 BC Ltd., Rubicon Alaska Holdings Inc., Rubicon Alaska Corp., Rubicon Minerals Nevada Inc., Rubicon Nevada Corp. and, to July 13, 2006, its 64% owned subsidiary, Toquima Minerals Corporation (“Toquima”). The investment in Constantine Metal Resources Ltd. was accounted for on the equity basis until July 2007 when it ceased to qualify as an equity accounted investment. Upon completion of the Plan of Arrangement, in December of 2006, Africo Resources Ltd. ceased to be an investment of the Company.

All inter-company balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at the date of the financial statements, as well as the reported amounts of revenues earned and expenses incurred during the period.  Actual results could differ from those estimates.

The Company’s investments in marketable securities are items that, due to expected market volume and price fluctuations, may yield net realizable values that are materially different from their current book values at any point in time.    Other items involving substantial measurement uncertainty are the carrying costs of mineral property interests and the determination of stock-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and short-term notes and bank deposits with an original maturity of three months or less.

Investments

The Company’s investments in shares receivable of Africo and other public company shares have been categorized as available for sale financial instruments and as such are carried at fair value. These investments are considered non-current assets as the Company intends to hold them for a period of greater than one year.  Adjustments to fair value are recorded in other comprehensive income unless there is a loss in value that is other than temporary, in which case the adjustment to fair value is included in income and not reversed on future fair value changes.

The Company’s investments in Paragon options/warrants, as well as vested option and warrant liabilities have been categorized as held-for-trading and as such are recorded at fair value with changes being recorded in income.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

4.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Equipment

Equipment is recorded and amortized over their estimated useful economic lives using the declining balance method at annual rates of 20% for office furniture and equipment, 30% for computer equipment, 50% for software and straight line over the remaining period of the lease plus one renewal period for leasehold improvements.

Mineral Property Costs

Acquisition, option payments and direct exploration costs are deferred until the properties are placed into production, sold or abandoned, at which time theses deferred costs will either be amortized on a unit-of-production basis, charged to operations if sold, or written-off.

Mineral property cost includes any cash consideration and advance royalties paid, and the fair market value of shares issued, if any, on the acquisition of mineral property interests.  Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made.  The recorded amounts of property claim acquisition, option payments and direct exploration costs represent actual expenditures incurred and are not intended to reflect present or future values.

The Company reviews capitalized costs on its property interests on a periodic and annual basis for impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the property or from the sale of the property.  Management’s assessment of the property’s estimated current fair market value may also be based upon a review of other property transactions that have occurred in the same geographic area as that of the property under review.

Administration and management fees earned, which generally range from 8% to 10% of the allowable expenditures associated with exploration on certain properties, are offset against the historical costs deferred on those properties.  Administrative costs are expensed as incurred.

Asset Retirement Obligations

The fair value of a liability for an asset retirement obligation is recognized on an undiscounted cash flow basis when a reasonable estimate of the fair value of the obligation can be made.  The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset.  Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method and is adjusted to reflect period-to-period changes in the liability resulting from the passage of time and from revisions to either expected payment dates or the amounts comprising the original estimate of the obligation.  As at December 31, 2007, the Company does not have any significant asset retirement obligations.

Foreign Currency Translation

The Canadian dollar is the functional currency of all of the Company’s operations which are classified as integrated for foreign currency translation purposes, and under this method translation gains or losses are included in the determination of net income or loss. Monetary assets and liabilities have been translated into Canadian dollars at the exchange rate in effect at balance sheet date.  Non-Monetary assets, liabilities, revenues and expenses have been translated into Canadian dollars at the rate of exchange prevailing on the respective dates.

Joint Ventures

The Company conducts some of its mineral property exploration activities in conjunction with other companies in unincorporated joint ventures.  The Company accounts for its interests in joint ventures using the proportionate consolidation method.

Financial Instruments and Financial Risk

The Company’s financial instruments consist of cash, short term investments amounts receivable, accounts payable and accrued liabilities and the assets and liabilities associated with options and warrants that are based on shares of companies other than Rubicon.  Short term investments and option/warrant assets and liabilities are adjusted to fair value at period ends.  All other financial instruments have fair values which approximate their carrying amounts due to the short-term nature of these instruments.

4.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share Capital

Common shares issued for non-monetary consideration are recorded at the fair market value based upon the lower of the trading price of the Company’s shares on the Toronto Stock Exchange on the date of the agreement to issue the shares and the date of share issuance.  Flow-through shares are common shares which are issued under an agreement that, as provided for in the Canadian

Income Tax Act, the Company transfers to the purchaser of the shares the benefits of the exploration expenditures that are financed by the proceeds of the share issue.

Stock-based Compensation

All stock and stock option based awards made to employees and consultants are recognized in these consolidated financial statements and measured using a fair value based method.

Consideration received on the exercise of stock options and compensation options and warrants is recorded as share capital.  The related contributed surplus originally recognized when the options or warrants were earned, is transferred to share capital.

Income Taxes

The Company accounts for tax consequences of the differences in the carrying amounts of assets and liabilities and their tax bases using tax rates expected to apply when these temporary differences are expected to be settled.  When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized.  The Company has taken a valuation allowance against all such potential tax assets.

Flow-through Shares

The Company follows theguidance of the CICA provided in Abstract #146 issued by its Emerging Issues Committee, which is effective for all flow-through share transactions initiated after March 19, 2004. Canadian tax legislation permits a company to issue securities referred to as flow-through shares whereby the investor may claim the tax deductions arising from the related resource expenditures. When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, a future income tax liability is recognized and shareholders’ equity is reduced.

If the Company has sufficient unused tax loss carry-forwards to offset all or part of this future income tax liability and no future income tax assets have been previously recognized for these carry-forwards, a portion, of such unrecognized losses, is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures

Loss per share

Loss per share has been calculated using the weighted-average number of common shares outstanding during each year.  Diluted loss per share is not presented as it is anti-dilutive to the loss per share figures.

5.       CHANGES IN ACCOUNTING POLICIES

Comprehensive Income

Effective January 1, 2007, the Company adopted new CICA handbook Section 1530, which introduces new standards for reporting and display of comprehensive income. Comprehensive income is the change in equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Commencing with this period, statements of other comprehensive income are included with the financial statements. The statement of other comprehensive income lists unrealized gains and losses for classifications of financial instruments, that do not require such gains and losses to be included in net income.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

5.       CHANGES IN ACCOUNTING POLICIES (continued)

Financial Instruments

Effective January 1, 2007, the Company adopted new CICA handbook Section 3855 which prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used. It also specifies how financial instrument gains and losses are to be presented. No retroactive application of this standard is required.

Pursuant to this standard, the Company is required to classify each category of its financial instruments and restate their carrying values to market where required. The company’s financial instruments and classifications are noted below.

Cash equivalents, temporary investments and shares receivable of companies other than Rubicon have been classified as available-for-sale. Commencing January 1, 2007, investments in public companies have been classified as available for sale and as such were revalued to market on January 1, 2007. These instruments will be re-valued to market at each succeeding period end. New acquisitions will be immediately revalued to market. Unrealized changes in fair value are recorded as other comprehensive income and included in shareholders’ equity.

The Company’s investments in Paragon options/warrants, as well as vested option and warrant liabilities have been categorized as held-for-trading and as such are recorded at fair value with changes being recorded in income.

As a result of these changes, on January 1, 2007, the Company recorded an increase in investments in public companies and accumulated other comprehensive income of $208,553.

The new standard does not apply to equity accounted investments and as such the Company’s investment in Constantine Metal Resources Ltd. was excluded from the above adjustment. This investment had a carrying value of $478,049 at January 1, 2007 and a fair value of $782,494. On July 10, 2007, the investment in Constantine ceased to qualify as an equity investment and its carrying value was adjusted to its fair value amount of $1,578,395.

New Canadian Accounting Pronouncements

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

(a)          CICA Handbook Section 1535 - Capital Disclosures

This standard requires disclosure of an entity’s objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company is currently evaluating the effects of adopting this standard.

(b)          Financial Instruments - Disclosure (Section 3862) and Presentation (Section 3863)

These standards replace CICA 3861, Financial Instruments - Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company expects that its disclosures will be expanded to incorporate the additional requirements.

(c)          International Financial Reporting Standards (“IFRS”)

In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own 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 transition date of

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

5.       CHANGES IN ACCOUNTING POLICIES (continued)

January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

6.       TEMPORARY INVESTMENTS

Temporary investments consist of banker’s acceptances maturing between January 7 and April 17, 2008 with an aggregate carrying value and market value of $15,082,513 at December 31, 2007 and effective interest rates between 4.32% and 4.42%

7.       EQUIPMENT

					December 31 2007						December 31 2006
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Amortization		Value		Cost		Amortization		Value
Furniture and fixtures	$	76,771	$	49,266	$	27,505	$	75,553	$	42,542	$	33,011
Computer equipment		129,877		68,035		61,842		85,055		51,136		33,919
Leasehold Improvements		12,291		1,844		10,447		-		-		-
Software		96,944		38,952		57,992		34,635		12,115		22,520
	$	315,883	$	158,097	$	157,786	$	195,243	$	105,793	$	89,450

8.       OTHER INVESTMENTS

The Company owned common shares in public and private companies as follows:

	2007						2006
	Aggregate Carrying Value			Market Value			Aggregate Carrying Value			Market Value
			$			$			$	$
Carlin Gold Corp		434,719			434,719			695,550			891,174
Constantine Metal Resources (a)		1,704,667			1,704,667			478,049			782,494
Other public companies (b)		498,491			498,491			261,628			274,557
		2,637,877			2,637,877			1,435,227			1,948,225

(a) Constantine Metal Resources Ltd. ceased to be an equity method investment on July 10, 2007 and was categorized as an available for sale financial instrument at that date, with carrying value adjusted to market value. See note 5.

(b) Comprised of common shares of different public companies, largely received pursuant to the terms of mineral property option agreements. All public company market values were based on quoted prices in an active market.

9.       MINERAL PROPERTY INTERESTS

The following is a summary of the Company’s principal property interests, segregated by geographical location.  It is not a comprehensive listing of all past or present property interests.

CANADA

ONTARIO

RED LAKE MINING DIVISION

Phoenix Gold Project

Pursuant to the terms of two separate agreements in fiscal 2002, the Company acquired an aggregate of 16 patented claims, 25 licences of occupation, and one mineral lease.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

9.       MINERAL PROPERTY INTERESTS (continued)

Water Claims Agreement (“Water Claims”)

The Company holds a 100% interest in the “Water Claims” portion of the Phoenix Gold Project (25 licences of occupation and one mineral lease).  These claims are subject to a NSR royalty of 2%, for which advance royalties of US$50,000 are due annually (to a maximum of US$1,000,000 prior to commercial production).

The Company has the option to acquire a 0.5% NSR royalty for US$675,000 at any time.  Upon a positive production decision the Company would be required to make an additional advance royalty payment of US$675,000, which would be deductible from commercial production royalties as well as certain of the maximum US$1,000,000 in advance royalty payments described above.

Land Claims Agreement (“Land Claims”)

The Company holds a 100% interest in the “Land Claims” portion of the Phoenix Gold Project (16 patented claims). These claims are subject to a sliding NSR royalty of 2-3%, for which advance royalties of Cdn$75,000 are due annually (to a maximum of Cdn$1,500,000 prior to commercial production).  The Company has the option to acquire a 0.5% NSR royalty for Cdn$1,000,000 at any time.  Upon a positive production decision the Company would be required to make an additional advance royalty payment of Cdn$1,000,000, which would be deductible from commercial production royalties as well as certain of the maximum Cdn$1,500,000 in advance royalty payments described above.

Other Red Lake Properties

Manitou Property

During the year, the Company returned the Manitou property to the vendor and wrote off costs of $231,831 incurred to that time.

Option Agreement with Solitaire Minerals Corporation (“Solitaire”)

During 2006, the Company has optioned a 55% interest in 45 unpatented mining claims (319 units) (staked claims, and portions of the Coli Lake Agreement, Red Lake East Agreement and East Bay Agreement) in the Black Bear Lake, Coli Lake and Sobeski lake areas known as the Red Lake North Project to Solitaire.  Under the terms of the letter agreement dated April 18, 2006 (effective date of the Agreement is May 1, 2006), Solitaire must incur $2,500,000 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 claims are subject to a sliding scale NSR ranging from 1.75% to 2.5% depending on the price of gold.

Option Agreement with Goldcorp Inc.

During 2003, the Company granted an option to Goldcorp Inc. (“Goldcorp”) to earn up to a 70% interest in the Sidace Lake, Red Lake North and Adams Lake Properties. Goldcorp did not fulfill the expenditures requirement for 2005 and so the option terminated at December 31, 2005.

The Sidace Lake and Red Lake North Properties are comprised of 45 unpatented claims (319 units) (staked claims, and portions of the Coli Lake Agreement, Red Lake East Agreement and East Bay Agreement) in the Black Bear Lake, Coli Lake and Sobeski Lake areas.  The Planet claims are subject to a sliding scale NSR of 2.0% to 2.5% depending on the price of gold.

The Adams Lake Property is comprised of 34 unpatented claims (224 units) in the Balmer and Bateman townships (consisting of staked claims and a portion of the Red Lake East Agreement.  The property is subject to a sliding scale NSR of 1.75% to 2.0% depending on the price of gold.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

9. MINERAL PROPERTY INTERESTS (continued)

DMC Properties

Meunier Property

The Company holds a 100% interest in 118 unpatented claims (222 units). The property is subject to NSR royalty of 2.5% on 38 claims (the Company can purchase a 1.5% NSR royalty for $1.5 million), a 2% NSR royalty on 54 claims (the Company can

purchase a 1% NSR royalty for $1.0 million), and a 1% NSR royalty on 27 claims.  Annual advance royalty payments of $25,000 are due by April 15th of each year.

Red Lake West Property

The Company holds a 100% interest in 16 unpatented claims (90 units) in Dome and McDonough townships. The property is subject to a sliding scale NSR royalty of 1.75% to 2.0% depending on the price of gold.

Red Lake East Property

The Company holds a 100% interest in 95 unpatented claims (454 units) in the McDonough, Balmer and Bateman townships.  The property is subject to a sliding scale NSR royalty of 1.75% to 2.0% depending on the price of gold.

Terminated Option Agreement with Agnico-Eagle Mines Ltd.

During 2005, the Company signed a letter agreement with Agnico-Eagle Mines Ltd. (“Agnico-Eagle”) whereby Agnico-Eagle had the right to earn a 51% interest in the DMC properties totaling 130 clams.  Subsequent to the year end, Agnico terminated its option with the Company.

Slate Bay Property

The Company holds a 100% interest in 28 unpatented claims (146 units) located in Todd township. The property is subject to a sliding scale NSR royalty of 1.75% to 2.0% depending on the price of gold.

Terminated Option Agreement with Kings’ Bay Gold Corp. (“Kings Bay”)

During 2005, the Company optioned the property to King’s Bay whereby King’s Bay could earn a 51% interest in the property.  During 2006, Kings Bay terminated the option.

Humlin Property

The Company holds a 100% interest in 9 unpatented mining claims (216 units) located in Fairlie Township. The property is subject to a sliding scale NSR of 1.75% to 2.0% depending on the price of gold.

Option Agreement with Solitaire Minerals Corporation (“Solitaire”)

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.  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 over 4 years (extended to 5 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.

Hammell Lake Property

The Company holds a 100% interest in the three unpatented mining claims. The property is included in the option agreement with Solitaire.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

9. MINERAL PROPERTY INTERESTS (continued)

East Bay Property

The Company has two option agreements to acquire a 100% interest in 83 unpatented mining claim units as follows:

Herbert Option

The Company holds a 100% interest in 23 unpatented claims claim (42 units) located in the Bateman and Blackbear townships.    The property is subject to a 2% NSR royalty, of which the Company may purchase 50% for $1.0 million.

Seargeant Property

The Company holds a 100% interest in 2 unpatented claims (2 units) located in the Blackbear township.  The property is subject to a 2% NSR royalty of which the Company may purchase 50% for $750,000.

McCuaig JV Property

The Company holds a 60% interest in 3 unpatented claims (10 units) in Dome Township.  The property is subject to a 1% NSR royalty. The Company may, with its joint venture partner, purchase 50% of the NSR royalty for $200,000 and also retains a right of first refusal on the remaining NSR royalty.

Terminated Option Agreement with Redstar Resources Corporation (“Redstar”)

During 2002, the Company granted Redstar the right to earn up to a 70% interest in several of Rubicon’s properties (a total of 221 claim units) at the western end of the Red Lake gold camp.  The optioned properties included Pipestone North, Pipestone South, Pipestone East and Wolf Bay properties in which the Company has a 100% interest.  Redstar terminated its option with the Company during the year.

Pipestone North Property

The Company holds a 50% interest in the six unpatented mining claims.

Wolf Bay Property

The Company holds a 50% interest in 17 unpatented mining claims.

Pipestone South Property

The Company holds a 100% interest in 15 unpatented mining claims.

English Royalty Division (“ERD”)

The Company holds ownership or royalty interests in 63 properties (2006 – 49, 2005 – 33) designated as the English Royalty Division.  These properties included in the ERD are not explored by the Company but are held for the purpose of earning option and possible royalty income and deriving potential increases in value from successful exploration by optionees.  The Company continues to add properties to the ERD with new option agreements and drop properties that it is unable to option after reasonable efforts.

During the year, the Company recorded cash and share receipts (before costs) of $885,500 (2006 – 377,321) from ERD options.  As the Company has now recovered all costs of acquisition and maintenance of these properties they are carried at $nil.

Newfoundland Properties

All of the Company’s Newfoundland properties were transferred to Paragon Minerals Corporation in 2006, as part of the December 2006 Plan of Arrangement (see note 3).

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

9. MINERAL PROPERTY INTERESTS (continued)

ALASKA, USA

Alaska Properties

Pursuant to the McEwen Agreement which closed on May 18, 2007, the Company acquired 100% of the outstanding shares of McEwen Capital Corp. (renamed Rubicon Alaska Holdings Inc. and hereinafter referred to as “RAH Inc.”). The results of RAH Inc.’s operations have been included in the consolidated financial statements since February 24, 2007, the date of the Letter of Intent and the date the Company commenced financing the operations of the acquisition.  The aggregate purchase price was $22 million consisting of 31,428,571 common shares of the Company at a deemed price of $0.70 per share.  The share value was determined based on the average of the closing price of the Company’s shares on the TSX on the 5 days prior to date of the Letter of Intent.  In addition, the Company incurred $426,387 in acquisition costs which were capitalized with the purchase.

The following table summarizes the assets acquired and liabilities assumed on the date of the acquisition:

Mineral properties	$   37,155,461
Future income tax liability	(14,729,074)
Total cost	$   22,426,387
Consisting of:
Common shares issued at $0.70	$   22,000,000
Other acquisition costs	426,387
Total cost	$   22,426,387

The sole assets of RAH Inc. consisted of two mineral claim groups in the Goodpaster Mining District of Alaska.  At the date of the acquisition, RAH Inc. had tax deductible mineral pools of only approximately $1.2 million resulting in a future tax liability of $14,729,074 inherent in the purchase, on a consolidated basis.

The two claim groups are further described as follows:

New Horizon Claims

Pursuant to the McEwen Agreement, the Company acquired a 100% interest in the New Horizon Claims covering approximately 330,000 acres in the Goodpaster Mining District of Alaska.  These claims had been previously acquired by RAH Inc. through staking.

Rimfire Option Properties

Pursuant to the McEwen Agreement, the Company acquired an option granted by Rimfire Minerals Corporation (“Rimfire”) to acquire up to a 70% interest, subject to underlying royalties, in certain mineral claims, covering approximately 182,200 acres, in the Goodpaster Mining District of Alaska.  Pursuant to the terms of this option agreement, the Company can earn a 60% interest in the property by expending US $4.8 million on the property over a five and half year period as follows (including expenditure made prior to the acquisition):

(a)  US $750,000 before November 27, 2007 (paid);

(b)                  an aggregate of US $1,500,000 on or before November 27, 2008;

(c)                  an aggregate of US $2,250,000 on or before November 27, 2009;

(d)                  an aggregate of US $3,000,000 on or before November 27, 2010;

(e)                  an aggregate of US $3,800,000 on or before November 27, 2011; and

(f)                  an aggregate of US $4,800,000 on or before November 27, 2012.

The Company may earn a further 10% interest by completing a feasibility study and at Rimfire’s election, may obtain an additional 5% interest by providing a project financing loan repayable from Rimfire’s cash flows from production.

Pursuant to the McEwen agreement, the Company became committed to spend $5 million on the Alaska properties before May 18, 2009 including sufficient funds to maintain the Rimfire option in good standing to May 18, 2008.

9. MINERAL PROPERTY INTERESTS(Continued)

NEVADA-UTAH, USA

Nevada – Utah Properties

Pursuant to the McEwen Agreement, the Company acquired an approximately 225,000 acre land package, predominantly in Elko County, Nevada and extending into Box Elder County Utah for 8,571,429 common shares of the Company, valued at $0.70 per share for total consideration of $6 million.  In addition the Company incurred $106,182 of acquisition costs which were capitalized with the acquisition.  The majority of the land is 100% owned subject to certain royalty interests.

Pursuant to the McEwen agreement, the Company became committed to spend $500,000 on the Nevada-Utah properties before May 18, 2008.

Palmer Property, Alaska and Nevada Properties (Toquima Plan of Arrangement)

On July 13, 2006, Toquima completed a plan of arrangement re-organization with Carlin Gold Corporation, pursuant to which, ownership, of all the Company’s Nevada properties, was transferred to Carlin and ownership of the Palmer, Alaska property was transferred to Constantine Metal Resources.  See note 8 – Other Investments.

10.               SHARE CAPITAL

a)Authorized share capital consists of unlimited common shares without par value.

	2007						2006					2005
	Number of Shares			$			Number of Shares		$			Number of Shares		$
Balance, beginning of year		76,810,525			47,991,901			66,179,524		45,610,692			55,006,031		39,184,721
Private placements (1),(2),(4)		21,428,564			24,165,197			7,640,560		10,431,265			10,232,000		6,420,989
Mineral properties		40,000,000			28,000,000			101,000		130,720			159,000		151,520
Stock options exercised (3)		1,547,374			1,476,765			760,628		1,114,599			300,000		338,087
Warrants exercised		3,152,792			1,451,905			2,128,813		1,779,452			482,493		559,318
Spin-off of companies (note 2)		-			-			-		(10,597,427	)		-		-
Flow-through renunciation (4)		4,836,898			-			-		(477,400	)		-		(1,043,943	)
Agent Commissions (4)		393,262			700,006			-		-			-		-
Shares returned		(297,914	)		(213,545	)		-		-			-		-
Balance, end of year		147,871,501			103,572,229			76,810,525		47,991,901			66,179,524		45,610,692

(1)   Nil (2006 – Nil; 2005 -1,000,000) shares were issued under flow-through share purchase agreements.

(2)   Net of issue costs of $1,234,178 (2006 - $876,764; 2005 - $979,811)

(3)   Inclusive of the original $377,399 (2006 -$297,314, 2005 - $97,83) fair value of these options re-allocated from contributed surplus to share capital on exercise

(4)   On November 15, 2007, the Company closed bought deal flow-through private placement financing with Research Capital Corporation, issuing 4,651,200 flow-through common shares at a price of $2.15 per share for aggregate proceeds of $10,000,080. The underwriter received a commission amounting to 7% of the value of the financing payable in common shares of the Company at a value of $1.78 per share for a total of 393,262 common shares. In addition, another of 185,698 flow-through shares were issue to other investors pursuant to a further non-brokered private placement at a price of $2.15 per share, for further proceeds of $399,251. The non-brokered financing was not subject to a commission.  Earlier in 2007, the Company also completed a private placement financing with Robert McEwen and associated persons, as described in note 2.

.

b)Stock Options

The Corporation has an incentive stock option plan authorizing the Company to issue up to 7,877,415 incentive stock options to directors, officers, employees and consultants of the Company.  No specific vesting terms are required.  The term of each grant shall be no greater than 10 years from the date of grant.  The option price shall be no less than the fair market value of the Company’s shares on the date of the grant.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

10.            SHARE CAPITAL  (continued)

The following is a summary of the changes in the Company’s outstanding stock options for 2007, 2006 and 2005.

	2007					2006					2005
	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price
						$					$			$
Balance at beginning of year		3,798,748			0.73		4,815,000			1.10		3,486,625			1.11
Granted		1,260,000			1.09		40,000			1.70		2,310,000			1.10
Exercised		(1,547,374	)		0.71		(760,628	)		1.07		(300,000	)		0.79
Expired/Cancelled		(183,124	)		0.86		(295,624	)		1.22		(681,625	)		1.29
Outstanding at end of year (1)		3,328,250			0.87		3,798,748			0.73		4,815,000			1.10
Exercisable at end of year		2,600,750			0.77		3,232,606			0.72		3,349,288			1.10

(1)   At December 31, 2007, the weighted-average remaining contractual life of stock options outstanding is 2.91 years (20065 – 2.92; 2005 – 3.00).

The fair value of employee options, agent’s options and agent’s warrants included in the expense figures, has been estimated using the Black-Scholes Option Pricing Model based on the following weighted average assumptions:

	2007	2006	2005
Risk-free interest rate (%)	4.13%	4.27%	3.6%
Expected life (years)	5 years	5 years	4.6 years
Expected volatility (%)	64%	50%	40%
Expected dividend yield (%)	0%	0%	0%

The weighted average grant-date fair value of options granted during the year was $0.63.

Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock.  Changes in these assumptions can materially affect the fair value estimate and therefore it is management’s view that the existing models do not necessarily provide a single reliable measure of the fair value of the Company’s stock option grants.

c)       Summary of stock options and warrants outstanding:

December 31, 2007
Type of Issue		Number Outstanding (1)		Weighted Average Price (Rubicon Portion)			Weighted Average Life
						$	Years
Stock Options			100,000		0.44			2.75
			150,000		0.48			2.78
			200,000		0.56			3.04
			855,000		0.74			4.00
			20,000		0.76			5.89
			1,307,000		0.77			2.12
			141,250		0.79			2.08
			210,000		0.96			1.16
			95,000		1.68			4.67
			150,000		1.90			4.50
			100,000		2.55			4.30
Total Stock Options	(1)		3,328,250		0.87			2.91

10.            SHARE CAPITAL  (continued)

Summary of stock options and warrants outstanding (continued)

Type of Issue		Number Outstanding (1)	Weighted Average Price (Rubicon Portion)	Weighted Average Life
Warrants and Agent Options
		10,714,271	1.50	1.38
Total Warrants and Agent Options	(1)	10,714,271	1.50	1.38

(1)   Subsequent to December 31, 2007, additional options were granted and options and warrants were exercised, cancelled or expired.  See note 17.

d)       Summary of changes in contributed surplus:

	2007			2006			2005
Balance at beginning of year	$	2,547,075		$	2,623,780		$	1,960,463
Stock-based compensation – Administration		576,606			220,964			683,671
Stock-based compensation – Mineral property costs		335,979			22,062			-
Share issuance costs		-			-			77,483
Fair value on options/warrants granted by Africo/Paragon		-			(22,417	)		-
Fair value of stock options allocated to shares issued on exercise		(377,399	)		(297,314	)		(97,837	)
Balance at end of year	$	3,082,261		$	2,547,075		$	2,623,780

11. ACCUMULATED OTHER COMPREHENSIVE INCOME

	2007
Adjustments to January 1, 2007 opening balance:
Unrealized gains on investments in public company shares	$	208,553
Accumulated other comprehensive income, January 1, 2007		208,553
Other comprehensive income for the year		341,053
Accumulated other comprehensive income, December 31, 2007	$	549,606
Components of accumulated other comprehensive income, December 31, 2007
Unrealized losses on temporary investments	$	(19,852	)
Unrealized gains on investments in public company shares		993,058
Unrealized losses on the Company’s Africo share receivable		(423,600	)
	$	549,606

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

12. INCOME TAXES

Current income tax payable in the amount of $74,000 represents an estimated current liability of the Company’s wholly-owned subsidiary, 1304850 Ontario Inc.

A reconciliation of income taxes at statutory rates is as follows:

	2007			2006			2005
	$			$			$
Net loss for the year, before taxes		(2,232,941	)		(4,113,320	)		(4,688,227	)
Expected income recovery		(761,879	)		(1,292,438	)		(1,290,219	)
Net adjustment for current, deductible and non-deductible amounts		196,737			146,055			146,055
Unrecognized benefit of future tax assets		548,582			820,983			100,221
Income taxes (recoveries)		(16,560	)		(325,400	)		(1,043,943	)

The significant components of the Company’s future income tax assets are as follows:

	2007				2006
				$	$
Future income tax (liabilities) assets:
Net mineral property carrying amounts in excess of tax pools		(16,123,332	)			(1,682,926	)
Equipment tax pools in excess of carrying value		36,467				69,602
Non-capital loss carryforwards		3,785,271				3,780,837
		(12,301,594	)			2,167,513
Valuation allowance		(2,472,694	)			(2,167,513	)
Net future tax (liabilities) assets		(14,774,288	)			-

The Company has non-capital losses of approximately $12 million (2006 - $11 million, 2005 - $8 million), which are available to reduce future taxable income in Canada and which expire between 2008 and 2027.  Subject to certain restrictions the Company also has mineral property expenditures of approximately $11 million (2006 – $11 million, 2005 - $17 million) available to reduce taxable income in future years.  The Company has not recognized any future benefit for these tax losses and resource deductions, as it is not considered likely that they will be utilized.

13. RELATED PARTY TRANSACTIONS

During 2007, the Company paid or accrued legal fees to a law firm, of which a partner is a director of the Company, aggregating to $913,422 (2006 - $850,890; 2005 - $379,857), including amounts paid or accrued by the Company’s former subsidiary, Toquima, amounting to $nil (2006 - $nil; 2005 - $28,807). The fees are recorded within professional expenses, McEwen financing costs, mineral property acquisition costs, investments and share issue costs in these financial statements. As at December 31, 2007, this law firm is owed $nil (2006 - $10,000; 2005 - $9,884).  These amounts are included in accounts payable and accrued liabilities and represent the unpaid portion of the legal fees as of the respective dates.  All these transactions were recorded at their fair value amounts and were incurred in the normal course of business.

Paragon Minerals Corporation

Paragon Minerals Corporation (“Paragon”) is the spin-off company that acquired Rubicon’s Newfoundland mineral properties under the plan of arrangement.  Paragon shares offices and office expenses with Rubicon and at the prior year end, had two common directors and shared the CFO and office support staff.  In addition, the CEO of Paragon provided management services to Rubicon on a part time basis up until December 31, 2007.  Transactions in 2007 and outstanding balances with Paragon included the following:

(a) As at December 31, 2007, Paragon owed the Company $76,049 (2006 - $252,350). As at December 31, 2007, the Company owes Paragon $6,574 (2006 - $65,952) for expense reimbursements. The Paragon receivable is included in amounts receivable after setting off the payable amount.

13. RELATED PARTY TRANSACTIONS (continued)

(b)          Rubicon Plan of Arrangement

Rubicon transferred mineral properties with a book value of $6.9 million and office equipment with a book value of $15,900 to Paragon pursuant to the plan of arrangement.  In addition, Paragon became obligated to honour a pro-rata share of each pre-plan option and warrant.

(c)          NRD Agreement

Pursuant to an agreement with Paragon, the Company agreed to transfer to Paragon, the following proceeds from the optioning of certain mineral property interests in Newfoundland, where the optionees elect to continue the options.

125,000 shares of Ucore Uranium Inc. over 2 years (issued in escrow)

15,000 shares of Landmark Minerals Inc. due as option payments on 2 other properties.

All the above transactions with Paragon were in the normal course of business and were recorded at fair values except the plan of arrangement transfer which was recorded at book value.

14.           COMMITMENTS

a)   Pursuant to the McEwen agreement (see note 2) the Company became committed to spend $5 million on exploration on its Red Lake properties by May 18, 2008, $5 million on its Alaska properties by May 18, 2009 and $500,000 on its Nevada properties by May 19, 2008.

b)   At December 31, 2007, the Company has $224,502 (2006 - $303,960) in remaining lease payments for the use of its Vancouver office to September, 2010.

c)   At December 31, 2007, the Company is committed to incur $9,984,996 (2006 - nil; 2005 - 112,497) in eligible exploration expenditures in order to complete obligations entered into pursuant to flow-through share purchase agreements.

d)   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.

15.               SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the fiscal year ended December 31, 2007, the Company issued 40,000,000 (2006 – 101,000; 2005 – 159,000) of its common shares at a value of $28,000,000 (2006 - $130,720; 2005 - $151,520) for mineral properties, and received common shares of other companies valued at $333,398 (2006 - $1,833,570; 2005 - $232,626) pursuant to the terms of property and joint venture agreements and shares received in the Toquima Plan of Arrangement. The Company has excluded from its investing cash flows $218,214 (2006 - $441,893; 2005 - $147,575) in accounts payable relating to mineral property costs.

	2007		2006		2005
During the year, the Company paid and received interest as follows:
Interest received	$	794,476	$	274,742	$	69,128
Interest paid	$	744	$	10,949	$	26,249

16.               COMPARATIVE FIGURES

Certain of the prior years’ figures have been reclassified to conform with the current year’s financial statement presentation.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

17.          DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States ("U.S. GAAP"), and that impact financial statement line items, are described below.

a)                    Mineral property interests and deferred exploration costs

Under Canadian GAAP, costs to maintain property rights (including property options) and related exploration costs incurred on those properties may be deferred and subsequently carried at cost prior to a Company having obtained the necessary data to complete a positive feasibility study, including the preparation of a cash flow projection in respect to the recoverability of those costs. Accordingly, while the Company’s projects remain at a pre-feasibility stage of development, management has elected under Canadian GAAP to defer all maintenance and exploration costs incurred on them until a property is abandoned, sold, or upon management determining there to be an impairment in value. Under U.S. GAAP, prior to the point in time that a positive feasibility report has been completed in respect to a property, such costs must be expensed as incurred.

b)          Flow-through shares

Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Canadian Income Tax Act) and renounce the related income tax deductions to the investors. Under Canadian GAAP, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability (“FIT”). Under US GAAP, SFAS 109, “Accounting for Income Taxes” (SFAS109), the proceeds should be allocated between the offering of the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the flow-through shares. A liability is recognized initially for the premium paid by the investors.

For US GAAP purposes, the difference between the future income tax liability on renunciation and the premium is recorded as a future income tax expense. For US GAAP purposes the Company does not have temporary differences as a result of the requirement that all such costs related to mineral properties generally be expensed as described in (a) above;  therefore all future income taxes related to renouncements for Canadian GAAP are reversed through the statements of operations for US GAAP purposes.

The reconciling items disclosed herein are in respect to both the recognition of the tax benefit sale under U.S. GAAP and to the reversal of the required Canadian GAAP treatment of flow-through share issuances and renunciations.

c)          Investment in companies spun-off

Under US GAAP certain elements of the warrants and options spun off pursuant to the POA transaction described in Note 2 would be accounted for differently from their treatment in these financial statements.  Specifically the Company would generally be required to present all assets acquired and liabilities assumed at their gross amounts, with no right of offset.  A significant liability would be recorded in respect to obligations related to transferred share purchase warrants, an amount included in equity under Canadian GAAP.  This liability was extinguished during 2007 as all warrants were exercised. Further, the Company would also record certain items in Operations and Other Comprehensive Income under US GAAP relating to certain fair value adjustments required to be made at December 31, 2006.

d)          Other investments

Since January 1, 2007, there has been no difference in accounting for changes in value of other investments which consists of the shares of public companies. Under both, the Companies application of CICA Standard 3855 and US SFAS 115, these investments, held by the Company, are considered to be “available for sale securities” and are required to be reported at fair value, with any unrealized holding gains and losses included in current Other Comprehensive Income, a component of Shareholders’ Equity.  Prior to January 1, 2007, under Canadian GAAP, no write-down to market values was required if an investment was considered by management to be held for the long-term, unless there had been an other-than-temporary decline in the value of that investment.

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

17.          DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTINGPRINCIPLES (GAAP)                                                    (continued)

The impact of these differences in respect to these financial statements is quantified below as they apply to financial statement line items

Balance Sheets	Note reference	2007				2006				2005
					$				$	$
Investments - companies spun off - Canadian GAAP			439,629				2,147,933				-
Net fair value and related adjustments	(c)		118,675				1,212,538				-
Investmentincompanies spun off - US GAAP			558,304				3,360,471				-
Other investments  - Canadian GAAP			2,637,877				1,435,227				6,546,411
Mark-to-market adjustment	(d)		-				512,998				(10,562	)
Other investments - US GAAP			2,637,877				1,948,225				6,535,849
Mineralproperty costs - Canadian GAAP			66,157,058				15,712,278				22,961,644
Mineralproperty costs expensed under US GAAP	(a)		(22,780,431	)			(15,712,278	)			(22,961,644	)
Mineralproperty costs - US GAAP			43,376,627				-				-
Other liabilities - Canadian GAAP			-				-				-
Aggregate liabilities assumed on spin-off transaction	(c)		270,619				3,157,297				-
Other liabilities - US GAAP			270,619				3,157,297				-
Flow-through share tax liability – Canadian GAAP			-				-				-
Future tax related to premium on flow-through financing	(b)		1,789,652				-				-
Flow-through share tax liability – US GAAP			1,789,652				-				-
Share capital - Canadian GAAP			103,572,229				47,991,901				45,610,692
Previous years’ amounts included in income under US GAAP			-				(102,158	)			(1,006,101	)
Deferred tax benefit included in income under US GAAP	(d)		-				-				(140,000	)
Adjustment to reverse entry forspin-off of Paragon assets	(a)		6,979,704				6,979,704				-
Adjustment to reclassify spin-off amounts as liabilities	(c)		-				(2,290,988	)			-
Future tax related to premium on flow-through financing	(b)		(1,789,652	)
Adjustment to reinstate Canadian GAAP FIT recoveryto share capital	(b)		-				477,400				1,043,943
Share capital – US GAAP			108,762,281				53,055,859				45,508,534
Contributed surplus - Canadian GAAP			3,082,261				2,547,075				2,623,780
Adjustment to reclassify a spin-off related amount	(c)		-				(309	)			-
Contributed surplus - US GAAP			3,082,261				2,546,766				2,623,780
Opening deficit - Canadian GAAP			19,629,463				15,841,543				12,197,259
Net historical adjustments - US GAAP	(a)		23,016,331				22,859,486				18,809,393
Opening deficit - US GAAP			42,645,794				38,701,029				31,006,652
Accumulated other comprehensive income –CanadianGAAP			549,606				-				-
Adjustment to reflect net fair value measurementsat each year end.	(c), (d)		(89,373	)			307,977				(10,562	)
Accumulated other comprehensive income - US GAAP			460,233				307,977				(10,562	)

17.          DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES (GAAP)                                                    (continued)

Operations Statements	Note reference	2007				2006				2005
					$				$	$
Other miscellaneous income - Canadian GAAP			128,779				355,300				82,232
Adjustment to fair value certain spin-off related items	(c)		-				498,427				-
Other miscellaneous income - US GAAP			128,779				853,727				82,232
FIT recovery - Canadian GAAP			-				477,400				1,043,943
Adjustment to reinstate Canadian FIT recovery to sharecapital	(b)		-				(477,400	)			(1,043,943	)
FIT recovery under US GAAP			-				-				-
Stock-based compensation expense - Canadian GAAP			576,605				220,964				683,671
Adjustment to fair value certain spin-off related items	(c)		151,944				(53,132	)			-
Stock-based compensation expense - US GAAP			728,549				167,832				683,671
Mineral property costs written off - Canadian GAAP			224,695				258,823				1,715,674
Under US GAAP such expenses not initially capitalized	(a)		(224,695	)			(258,823	)			(1,715,674	)
Mineral property costs written off under US GAAP			-				-				-
Gain on disposition of Toquima underCanadian GAAP			-				142,223				-
Amount considered a cost recovery under US GAAP	(a)		-				(142,223	)			-
Gain on disposition of Toquima underUS GAAP			-				-				-
Mineral property costs expensed - Canadian GAAP			189,027				236,278				283,391
Under Canadian GAAPpolicysuch costs initially deferred	(a)		6,879,126				(153,062	)			4,861,824
Net mineral property costs expensed– US GAAP			7,068,153				83,216				5,145,215

The following is comparative disclosure of the application of US GAAP as described above to certain other line items in these consolidated financial statements:

	2007		2006		2005
	Canadian GAAP	US GAAP	Canadian GAAP	US GAAP	Canadian GAAP	US GAAP
	$	$	$	$	$	$
Total assets	101,017,670	78,355,914	31,885,579	17,898,837	33,320,369	10,358,726
Total liabilities	15,659,418	17,719,689	976,066	4,133,363	927,440	927,440
Total shareholders’ equity	85,358,252	60,636,225	30,909,513	13,765,474	32,392,929	9,431,286
Net loss	2,216,381	9,022,756	3,787,920	3,444,099	3,644,284	7,694,377
Loss per share	0.02	0.08	0.05	0.05	0.06	0.13
Net cash flows to operating activities	1,534,976	8,603,129	3,324,531	4,391,498	3,274,434	8,973,732
Net cash flows to investing activities	21,118,988	14,050,834	3,855,447	193,929	9,714,134	3,359,596
Net cash flows from financing activities	30,211,592	30,211,592	11,603,155	9,008,604	8,857,223	8,201,983

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

18.               SUBSEQUENT EVENTS

In addition to items disclosed elsewhere in these notes, the following occurred during the period subsequent to December 31, 2007:

a)   On February 5th, 2008 the Company granted 1,535,000 incentive stock options to directors, employees and contractors of the company at $1.04 per share, vesting over one year and expiring 5 years from the date of grant.

b)   Subsequent to the year end, the Company issued 10,000 shares pursuant to the exercise of employee stock options for proceeds of $7,400.

c)   Subsequent to the year end, Agnico-Eagle Mines Ltd. advised the Company that it was terminating its option on the DMC property and returning the property to the Company.

EX-99.3

RUBICON MINERALS CORPORATION

Management’s Discussion & Analysis

For the Year Ended December 31, 2007

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

--

INTRODUCTION

This Management Discussion and Analysis (“MD&A”) dated March 31, 2008 includes financial information from, and should be read in conjunction with, the audited consolidated financial statements for the fiscal year ended December 31, 2007.  Please refer to the cautionary notices at the end of this MD&A, especially in regard to forward looking statements.   Rubicon Minerals Corporation (the “Company”) reports its financial position, results of operations and cash flows in accordance with Canadian generally accepted accounting principles (“GAAP”) in Canadian dollars.  Please see note 17 of the audited consolidated financial statements of the Company for a reconciliation between Canadian and United States GAAP.

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, the Company has recently acquired significant land packages in Alaska, USA and Nevada, USA as described below under highlights.  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 the provinces of British Columbia, Alberta, Ontario and Quebec in 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 American Stock Exchange in the United States under the symbol ‘RBY’.

HIGHLIGHTS

McEwen Acquisition and Financing

On May 18th, 2007 the Company closed the McEwen acquisition and financing, with Rob McEwen (“McEwen”) and associated companies.  Mr. McEwen was the former Chairman and CEO of Goldcorp Inc.  Pursuant to the acquisition agreement, the Company acquired from Evanachan Limited, a 513,000 acre property in Alaska surrounding the world-class Pogo Gold Mine and from Lexam Explorations Inc., a 225,000 acre property in the northeastern part of Nevada.  Rubicon issued approximately 31.4 million shares for the Alaska properties at a deemed price of $0.70 per share and approximately 8.6 million shares for the Nevada properties at a deemed price of $0.70 per share. In addition, McEwen made a $10 million private placement in the Company and secured subscriptions for a further $5 million by other parties.   In all, a total of 21,428,564 financing units were subscribed for at a price of $0.70 per unit.  The price was based on the average of the closing prices of the Company’s shares on the TSE, on the 5 days immediately prior to the agreement date.  Each unit included one common share and one half of one warrant.  One whole warrant is exercisable at $1.50 for one additional common share for a period of 2 years from the date of the financing.

Further details of the transactions are available on Sedar in the material change report of May 28, 2007.

$10.4 Million Financing

On October 25, 2007, the Company signed an agreement with Research Capital Corp. for a $10,000,080, bought deal, flow-through share financing.  The Company agreed to issue 4,651,200 flow-through shares at a price of $2.15 per share, a 21% premium above the $1.78 closing price of the Company’s stock the day prior to the agreement.  An all share commission is to be paid to the underwriter amounting to 7% of the value of the bought deal financing at a deemed share price of $1.78 per share totaling 393,261 shares.  In addition, the Directors of the Company have authorized a further 186,047 flow-through shares to be issued to other investors under the same terms for further proceeds of $400,000.  This portion of the financing is not subject to a commission.

Under the terms of the subscription agreements all funds from the financing will be spent on Canadian exploration expenditures on the Company’s Ontario properties before the end of 2008.  These expenditures will be renounced to the investors for the 2007 tax year.

Further details of the transaction are available on Sedar in the material change report of November 2, 2007.

Red Lake Exploration

100% Controlled Projects

2007 Exploration Highlights - Phoenix Gold Project

The Phoenix Gold Zone was discovered by Rubicon in 2004.  Since that time, the zone has been tested through drilling at an average 30-metre spacing over a strike length of 500 metres and to a depth of 200 metres. The zone remains open at depth and along strike for expansion.

On January 29, 2007, the Company announced an expansion of its exploration programs on its 100% controlled Phoenix Gold Project to include a surface drilling of deep footwall targets and an evaluation of further exploration from underground.  The Phoenix Gold Project has significant physical assets including the McFinley shaft which currently extends to a depth of 450 feet (137 metres). To follow up currently known zones and to gain better access to deep drill targets, surface drill programs could be supplemented by underground drilling to afford year-round drill access. Accordingly, a review of the permitting and cost/benefit analysis to allow exploration from underground is ongoing.

To the end of December 2007 the Company has incurred nearly $2.6 million in exploration expenditures, completing 13,705 metres of drilling on its 100% owned Phoenix Gold Project.  Interim results were returned and released June 19, 2007 and further results were released July 30th, 2007. Each of the three new target areas drilled to date have intersected gold-bearing zones and are open for follow-up drilling:

1) North Peninsula Target: A total of twelve holes have tested the North Peninsula Target, on four east-southeasterly oriented sections, spaced approximately 50 metres apart.  Recent results, including 14.65 g/t gold over 0.80 metres, 9.49 g/t gold over 1.00 metre, 5.94 g/t gold over 2.15 metres and 1.25 g/t gold over 7.65 metres, continue to indicate the overall robust nature and continuation of the gold mineralization at depth and along strike.

The North Peninsula Target is characterized by two distinct gold zones:

i)   The Lower Zone has returned assays that include 34.14 g/t gold over 1.00 metre, 28.07 g/t gold over 0.90 metres, 10.59 g/t gold over 1.57 metres (incl. 16.90 g/t gold over 0.92 metres), 10.46 g/t gold over 1.50 metres (incl. 25.60 g/t gold over 0.50 metres), and 9.49 g/t gold over 1.00 metres. Technical details of the zone are summarized below:

The Lower Zone, currently intersected between 230 metres and 380 metres below surface occurs within a package of intensely altered mafic rocks, capped by ultramafic units.  Alteration is characterized by intense silicification, biotite alteration and arsenopyrite replacement (locally up to fifty percent of the interval) of carbonate veins over widths ranging from four to nine metres.  The overall thickness of the Lower Zone varies from 50 to 80 metres.

The structural relationship of the ultramafic rocks, acting as a barrier to gold bearing fluids and capping the underlying mafic rocks, is considered a very prospective setting for gold mineralization.  The intense style of alteration, the structural relationship of the ultramafic and mafic rocks, and the gold mineralization point to a number of striking similarities to documented zones from the Red Lake Mine (Goldcorp).

ii)   The Upper Zone has returned assays which include 14.65 g/t gold over 0.80 metres, 9.90 g/t gold over 1.30 metres, 5.94 g/t gold over 2.15 metres (incl. 9.42 g/t gold over 1.15 metres)  and 4.44 g/t gold over 1.30 metres. Technical details of the zone are summarized below:

The Upper Zone, situated less than 120 metres below surface, is developed within variably altered mafic volcanic rocks, characterized by the presence of intense biotite alteration, colloform/crustiform, quartz-carbonate veining and varying amounts of sulphides, including five to ten percent arsenopyrite.  A westerly dipping fault zone associated with the gold bearing zone has been observed in all of the drill holes completed on the North Peninsula Target to date.  The style of the gold mineralization, alteration and the presence of an intense fault zone, which acts as a conduit for the gold bearing fluids, is very similar to the setting of the gold mineralization observed at the Phoenix Gold Target, 1500 metres to the northeast.  The Phoenix Gold target has 67 significant drill intercepts, averaging 10.66 g/t gold over 2.00 metres and is currently defined over a strike length of 500 metres and to a depth of 200 metres.  A resource estimate has not been calculated for the Phoenix Zone, to date.

2)West Mine Target: The West Mine Target is located west of the historical underground workings at the Phoenix Project and has previously (see news release dated June 19, 2007) returned 42.99 g/t gold over 1.55 metres, from a fault zone containing visible gold.  WMT-07-02, drilled 30 metres to the south, intersected the same structure however it did not contain any significant gold grades.  Based on the gold mineralization observed to date and the moderate to strong alteration associated with this fault zone, this area continues to be a prospective target for follow up drilling.

3) KZ Target: 2.89 g/t gold over 9.00 metres (incl. 9.60 g/t gold over 1.00 metre and 7.29 g/t gold over 1.00 metre) and 5.41 g/t gold over 2.40 metres. The KZ Target has been intersected in two drill holes, KZ-07-01 and KZ-07-02. Intersected at a shallow depth of 80 to 100 metres below surface, the gold mineralization is hosted by a package of intensely silicified and fuchsite altered ultramafic rocks. Although the style of gold mineralization at the KZ Target is different than the North Peninsula Target, it is also situated in the vicinity of a north-trending, regional-scale, geophysical discordance that is interpreted to be a major fault zone. This second major fault zone is approximately 800 metres northeast of the North Peninsula Zone fault and is parallel to it. The presence of significant fault zones in close proximity to the mineralization described above is considered significant. Elsewhere on the property, at the Phoenix Zone, where 67 drill holes have been completed from surface to approximately 250 metres below surface, gold mineralization and fault zones are intimately associated.

4) Deep Footwall Target: 23.55 g/t gold over 1.00m. Occurring at a vertical depth of 1,250 metres this zone represents the deepest gold intercept on the Phoenix Project to date. The gold is hosted in a 15 metre thick package of altered and mineralized mafic volcanic rocks within highly deformed ultramafic rocks. The Deep Footwall Target was intersected at the eastern side of the property and is interpreted to dip westwards. Since this is the first drill hole that has tested this target area, true widths of gold-bearing zones are not yet known. The geological environment of the Deep Footwall contact is analogous to the Red Lake Mine High Grade Zone, where ultramafic rocks overlie mafic volcanic rocks and act as a 'trap' for gold bearing fluids. With the exception of this drill hole, this target area is completely untested at depth and along strike (>2,500 metres).

Subsequent to the closing of a brokered flow through financing of $10 million announced on November 15, 2008, the company revised its plans to drill a minimum of 10,000m on the Phoenix property in 2008.  This will include a series of property-wide deep drill holes to test targets up to 1000 metres below surface where no previous drilling has been carried out.

On March 31, 2008, the Company announced further results from the F2 Zone from which drill hole F2-07 returned 8.0 metres (26.5 feet) grading 36.50 g/t gold (1.06 oz/ton). This hole was a follow up to previously reported high-grade assays from the initial three discovery holes drilled in this area (see news release dated March 12, 2008). Reported intercepts are core lengths. Determination of true thicknesses will require additional drilling.

Adams Lake Property

The Company considers the project to be strategically located in the camp.  Exploration plans for 2008 include a 10,000m drill program to commence during the second quarter of 2008.  During the months of September and October 2007, the company completed soil sampling survey over priority target areas on the property to aid in potential drill targeting.  Results of the soil sampling survey have identified high priority drill targets.  The gold anomalies in soils appear to be closely correlated with major faults and known surface gold showings, particularly the fold nose itself which represents prime structural sites for Red Lake-style gold mineralization. Soil anomalies are interpreted as high level 'leakage' into younger rocks overlying more prospective Balmer assemblage rocks which, four kilometres to the west, host the world class Red Lake Mine.

East Bay Property

The Company has vested (as of January 30, 2007) 100% interest in 25 unpatented mining claims (44 units: Herbert Option and Seargeant Option).  During 2004, Wolfden Resources Ltd., as operator, funded a $0.6 million drilling exploration program on the East Bay West (4 claims) where anomalous gold up to 8.75 g/t over 0.54 metres was returned along with thick intervals of anomalous gold of 0.59 g/t over 40.5 metres and 0.74 g/t over 28.2 metres.  Wolfden subsequently elected not to continue with its option on this project.

The project occupies four-kilometres of strike length of the East Bay Trend, immediately adjacent to and on strike of 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. Plans are to advance East Bay exploration with a 10,000m drill program in 2008.

Partnered Projects

McCuaig JV Property

The Joint Venture (Rubicon Minerals Corp. 60% and Golden Tag Resources 40%) completed a 1,172 metre (one drill hole plus a wedge hole) on the McCuaig Project, incurring $222,450 in expenditures during February-March 2007.  A 935 metre initial mother hole intersected a 26-metre section (interpreted as greater than 90% true thickness) of intensely veined and altered basalts at 844 metres downhole.  The zone contains variable amounts of sulphides including trace to 2% fine-grained arsenopyrite and anomalous gold.  Visible gold occurs in a 4.5-metre thick (interpreted as greater than 90% true thickness) shear containing arsenopyrite at the base of the altered zone.  The geological setting is considered to be analogous to the Bruce Channel mineralization currently being explored at the adjacent Gold Eagle Mines discovery and also to the setting of the major gold deposits of the camp.

A secondary hole, (MC-07-01AW), was wedged off the mother hole from 822 metres to produce a second cut through the altered zone. Assay results returned 4.24 g/t gold over 1.7 metres in the mother hole and 15.65 g/t gold over 1.55 metres, in the wedge hole. Both gold intercepts occur within an identifiable structure at the base of the vein zone. The two intercepts demonstrate good continuity within the shear structure which is open along strike and down dip.

The intercept is interpreted to be down dip of the No. 1 vein at the adjacent McKenzie Mine. This mine produced 651,000 ounces of gold between 1935 and 1966. However unlike the No. 1 vein, which was developed within granite, the McCuaig structure is within Balmer mafic volcanics which, elsewhere in the camp, are host to significant gold deposits.

On May 8, 2007 the Joint Venture announced plans to conduct a $1.5M drill exploration program to follow-up on the 15.65 g/t over 1.55 metre winter intercept.  The program was designed to test for gold associated with the greater than 20 metre wide gold bearing alteration zone.  Drilling commenced in late June and a total of 7307.75m was completed by the end of October.  Assays returned thick (up to 10 metres) anomalous low grade gold sections (100+ ppb) with local veined and visible gold-bearing sections developed within intrusive and Balmer assemblage rocks. These include 9.30 g/t gold over 0.75 metres, part of a section averaging 2.13 g/t gold over 4.7 metres and 5.05g/t gold over 0.7 metres, part of a section averaging 1.03 g/t gold over 9.25 metres. These results are hosted in the margin of a quartz veined diorite intrusive. Drilling has also confirmed the presence of major NE trending fault zones up to 16 metres thick which represent important regional features for possible follow up.

DMC Property

In November, 2005, the Company signed an option agreement on its DMC property whereby Agnico-Eagle Mines Ltd. (Agnico) has the option to acquire a 51% interest in the property by spending $2.25 million in exploration costs over a three year period, including a firm commitment to spend $500,000 in exploration in the first year of the agreement (completed).  Agnico-Eagle Mines Ltd. is required to make cash payments totaling $110,000 including a $25,000 firm commitment in the first year (completed).  Upon vesting, Agnico-Eagle will have a further option to increase its interest up to 65%.

During 2006, Agnico funded a 3,832 metre drill program on the DMC property and incurred a total of $676,893 in exploration expenditures.  The program identified a permissive gold bearing environment on the project.  In February 2007, Agnico funded $282,694 in exploration expenditures by completing a Phase I, three hole, 1399-metre drill program on the property.  All three holes intersected zones containing visible gold, the most significant returned 57.37 g/t gold over 0.5 metres associated with a 10 cm quartz vein containing visible gold.

During September and October of 2007, Agnico-Eagle Mines Ltd. funded a 1455m drill program on the property to follow-up anomalous gold results returned from the 2007 Q1 program. This program fulfilled the second year expenditure requirements under the terms of the Option Agreement.  To complete the third year commitment to the Agreement Agnico was required to spend $1.0M prior to January 25, 2009 and make a cash payment of $50,000 prior to January 25, 2008 which would vest their 51% interest in the property.  Subsequent to year end Agnico advised Rubicon that it would not maintain its option on the DMC property.

Red Lake North Property

The Company has optioned a 55% interest in 47 unpatented mining claims (329 units) known as the Red Lake 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 over 4 years, make a 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:

In January of 2007 Solitaire incurred $113,795 in exploration expenditures, to extend a 2006 drill hole to 1791 metres in the north-eastern portion of the property to test for higher grade gold zones down-dip of 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).  The hole was completed to 1956 metres below surface prior to yearend and intersected 123 metres (core length) of permissive schist units characterized by significant alumina- and potassium-rich minerals (white feldspar, sillimanite, garnet, sericite and biotite), variable amounts of pyrite and pyrrhotite (trace to 5%) and local sphalerite, stibnite and galena (trace to 3%). This stratigraphy is interpreted to be the equivalent of the stratigraphy host to the MDZ on adjacent claims.  Assays returned for 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. The drill hole was completed to a depth of 2269m in early 2008 and remained in the anomalous gold-bearing sericite schist unit to the claim boundary.  Follow-up drill recommendations are being considered subject to partner approval and drill availability.

Main Block claims:

During August and September 2007, Solitaire Minerals Corp. funded a 2703m drill program on the Main Block Claims of the Red Lake North Property.  Hole RLN-07-07 intersected a 500-metre thick section of moderate to strong biotite and sericite alteration within the stratigraphy. This altered section is interpreted to be the southwest extension of the Sidace Lake area stratigraphy, located five kilometres to the northeast of the Main Block claims, which in that area is host to an extensively drilled gold discovery (the 'MDZ') controlled by Goldcorp Inc. / Planet Exploration Inc. Visible gold in hole RLN-07-07 is observed at 387 metres down the hole within the altered section. The interval returned 9.70 g/t gold over 1.4 metres (including 19.95 g/t gold over 0.65 metres).  The presence of visible gold associated with the broad zones of biotite and sericite alteration indicates a geological setting that warrants further exploration.

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 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 1380 metres was completed in February 2007 completing the first year commitment.  No significant assays were returned.

No work was conducted in the remainder of 2007, but exploration plans currently are being formulated for the second year of the option agreement as Solitaire must spend $400,000 to maintain the option in good standing prior to April 30, 2008 (subsequently extended to the end of 2008 to accommodate drill schedules and availability).

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, 2007, the Company finalized 26 new property agreements and spent $498,805 on acquisition and maintenance costs and recovered $885,500 in cash and shares.

Future Exploration Plans

Pursuant to the McEwen property acquisition and financing, the Company increased its treasury by $15 million and additionally acquired large land packages in Alaska and Nevada. With the proceeds of the financing, Rubicon plans to complete a $5 million exploration budget in Red Lake before May, 2008. The Company also closed a $10M bought deal flow through financing in November of 2007.   Proceeds from the flow-through private placements will be used to incur CEE with respect to the ongoing exploration and development of the Company's Red Lake mineral property or other Ontario-based mineral projects.  The Company plans to drill a minimum of 40,000 metres on its Red Lake projects, including a minimum 30,000 metres (with the balance in contingency) on its 100% controlled projects exclusive of partner funded programs.

Qualified Person

The 2007 exploration work in Red Lake is supervised by Terry Bursey, P.Geo., the Qualified Person under the definition of NI 43-101.  All assays were conducted on sawn NQ2 or NQ-sized half core sections.  Assays are processed by ALS Chemex Labs, Accurassay Laboratories and/or SGS Minerals Services using the metallic screen fire assay procedure, fire assay or fire assay gravimetric finish. Standards and blanks were included at regular intervals in each sample batch.  Gold standards were prepared by CDN Resource Laboratories Ltd.

ALASKA EXPLORATION

During the second quarter, Rubicon acquired a 512,960 acre land package in Alaska, southeast of Fairbanks, pursuant to the McEwen transaction discussed above. 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 Year

Rubicon's summer 2007 Alaska exploration program focused on the 100% owned New Horizon Claims and the Rimfire joint venture claims - Rubicon can earn up to 75%. A total of four holes (1105.4m) were drilled in the Maple Leaf Area on the New Horizon Claims and seven holes (1749.7m) were drilled on the Rimfire option. Weakly anomalous gold mineralization was returned over narrow intervals at both Maple Leaf and California North. No further work is planned for the Maple Leaf Area at this time, however additional drilling is warranted at California North (Rimfire option) where a 45 ft thick qtz-aspy zone indicates the presence of a large hydrothermal system. This area is considered to be on strike with the main Pogo geochemical anomaly. IP and magnetics may assist in targeting additional drill holes.

This project is at a relatively early stage and plans for 2008 include the completion of the systematic soil auger sampling program that was initiated in 2007, reconnaissance mapping and prospecting over high priority target areas south and west of Teck's soil geochemical anomalies (priority drill target's for Teck west of the Pogo Mine) and an estimated 2000 metres of drilling. All work will be carried out under and managed by Avalon Development with at least one Rubicon geologist assigned to the project.

Rubicon has spent approximately $2.5 million on the Alaska projects to date and the planned expenditures for 2008 are an additional $2.5 million inclusive of land hold costs.

The Alaska projects are under the supervision of Curt Freeman, MS., PGeo, Qualified Person as defined by NI 43-101.

NEVADA EXPLORATION

During the second quarter, Rubicon acquired a 225,000 acre land package in Elko County, Northeastern Nevada pursuant to the McEwen transaction discussed above.  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 $1 million worth of exploration.  Pursuant to the McEwen acquisition and financing agreements, Rubicon must spend $500,000 exploring the property before mid May 2008.  A data compilation was initiated in September which will lead to recommendations for follow up exploration projects.

RISKS AND UNCERTAINTIES

The success of the Company depends upon a number of factors, many of which are beyond our control.  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 Annual Information Form, on file at www.sedar.com .

Additional information on the Company, including our Annual Information Form and other public filings, are available on SEDAR at www.sedar.com.

SELECTED ANNUAL INFORMATION (based on Canadian GAAP)

Fiscal Year ended	2007	2006	2005
Interest and miscellaneous income	$941,330	$355,300	$82,232
Gain on sale of investments	$7,822	$128,880	$76,765
Net loss	$2,216,381	$3,787,920	$3,644,284
Basic and diluted net loss per share	$.02	$0.05	$0.06
Total assets	$101,017,670	$31,885,579	$33,320,369
Total long-term financial liabilities (Non-controlling  interest and stock compensation)	$Nil	$Nil	$407,479
Cash dividends	Nil	Nil	Nil

The major factors that caused significant variations in net loss were the recording of stock-based compensation after stocks options are granted, the write-down of properties based on a periodic review of such properties, gains on sales of investments and tax recoveries recorded on the renunciation of exploration expenditures to flow-through share holders.  The flow-through share tax recovery was recorded for the first time in 2005 due to pronouncement EIC-146 issued by the CICA in 2004 and adopted by the Company in 2005.  In 2006 the plan of arrangement increased administrative expenses considerably. The significant increase in total assets of approximately $70 million in 2007 arose from the McEwen acquisition and financing (see note 2), wherein the Company acquired approximately $40 million in mineral properties and $15 million in cash. None of these factors have identifiable trends.

OPERATING RESULTS

Fiscal year ended December 31, 2007 compared to Fiscal year ended December 31, 2006

For the fiscal year 2007, the Company incurred a net loss of $2.2 million ($0.02 per share) compared to a net loss of $3.8 million ($0.05 per share) incurred in fiscal year 2006, a decrease in net loss of $1.6 million.

For the fiscal year 2007, the Company recorded other comprehensive income of $341,053, compared to nil in the prior year.  Comprehensive loss (the total of the net loss and the other comprehensive loss) for the fiscal year 2007 was $1.8 million compared to $3.8 million in the prior year comparative period, a decrease in comprehensive loss of $2 million.

The decrease in loss was due to the net effect of some expense categories increasing and some decreasing.  In general, savings were made from the sharing of office resources, accounting and investor relations costs with Paragon Minerals Corporation.     Significant items making up this change were as follows:

·   Professional fees were higher by $71,762 caused by increased legal fees, SOX evaluation fees, and accounting advice and services arising out of the McEwen financing issues.

·   Salary expense was higher by $247,399 due to a combination of increased staffing from the prior year, salary increases and other staff issues.

·   Re-organization costs from the December 2006 plan of arrangement were concentrated in that year and so were $860,748 lower in the current period.

·   Write off of mineral properties was lower by $34,127 in the current year.  On average, the Company’s portfolio of properties is improving in quality.

·   Interest income was higher by $586,030 due to interest earned on money received in the 10.4 million (net) financing of October 2007 and the $15 million dollar McEwen financing of May 2007.

·   Option receipts in excess of property costs which represent amounts received from optionees of the Company’s properties was lower by $131,197. This line item is now mostly ERD option receipts in excess of acquisition costs.  Although gross receipts were higher in 2007, high staking costs caused a net reduction in receipts over costs.

·   Gains on investment sales were down by $134,502 due to a more aggressive policy on liquidating small holdings of exploration companies.

·   Loss in equity investments was lower by $1,262,939. The lower loss was due to distribution, in the prior year of the Africo Resources Ltd. investment, to shareholders under the December 2006 Plan of Arrangement.  In the current year the Company has only recorded its share of losses in Constantine Metal Resources Ltd. to July 10 which were significantly less.  The Company has no equity accounted investments as of December 31, 2007.

·   Future income tax recovery was lower by $453,840 because there was no renunciation of flow-through share expenditures in the current year.

·   Effective January 1, 2007, the Company adopted section 1530 of the CICA handbook which introduces new standards for reporting and display of comprehensive income. Other comprehensive income for the fiscal year 2007 was $341,053 (2006 - Nil). The income was the cumulative effect of recognizing unrealized gains of $784,505 on the Company’s portfolio of junior mining stocks – mostly caused by the recognition of unrealized gains in the value of Constantine Metal Resources Ltd on it ceasing to be an equity investment.  This gain was offset by unrealized losses of $423,600 on re-valuation of the company’s option rights associated with Africo Resources Ltd. Africo’s share price dropped significantly in the period.  See the discussion under “Changes in Accounting Policies and Initial Adoption” for a detailed discussion on the adoption of the accounting policy.

Fiscal year ended December 31, 2006 compared to Fiscal year ended December 31, 2005

For the fiscal year 2006, the Company incurred a net loss of 3.8 million ($0.05 per share) compared to a net loss of $3.6 million ($0.08 per share) incurred in fiscal year 2005, an increase in net loss of $140,000.

The increase was the net effect of some items increase and some decreasing.  Significant items making up this change were as follows:

·   Investor relations expense increased by $96,000 due, for the most part, to the printing and mailing costs, to all shareholders, of the 500 page management information circular.  The circular included a detailed description of the proposed plan of arrangement.

·   Salary expense was higher by $155,000 due to a combination of bonus accruals at year end, salary increases in some cases and staff increases in accounting.

·   Stock based compensation was down by $463,000 as only two option grants were made in the year.

·   Re-organization costs represent the costs associated with the plan of arrangement, (mostly legal) the planning for which carried on through much of the year.

·   Property write-offs were down by $1.5 million as several properties were dropped in the prior year, whereas only the Berg, Newfoundland property was dropped in 2006.

·   Interest income was up by $273,000 over the prior year due to interest earned on money received in the 10.6 million (net) financing of April 2006.

·   Option receipts and administration fees in excess of property costs were up by $329,000 and represent amounts received from optionees of the Company’s properties, in excess of costs incurred to date by Rubicon.

·   Gain on sale of investments was up by $194,000.  In 2006, this represented sale of junior mining stocks received from optionees of the Company’s properties including ERD properties and also a gain of $142,000 on shares received pursuant to the Toquima plan of arrangement.

·   Debt settlements in the prior year were in regard to costs incurred by Toquima Minerals in its failed IPO.

·   The increase in loss on equity investments of $1.05 million is mostly the result of increased losses recorded by Africo Resources Ltd. and revisions to prior year estimates.  The Company’s investment in Africo was distributed to its shareholders under the Plan of Arrangement in December.  $90,000 of the equity loss represents the Company’s interest in the losses of Constantine Metal Resources Ltd. since July of 2006, in which the Company has held a 24% during the year.

·   Current income tax expense of $152,000 represents taxes owing in the Company’s subsidiary, for profits on mineral property option receipts.

·   The non-cash, future income tax recovery item reflects the reinstatement of unrecorded prior tax loss benefits, due to the renunciation of flow-through share expenditures.  This generally is a reflection of the amount of flow share financings completed in the prior year.

SUMMARY OF QUARTERLY RESULTS (Based on Canadian GAAP)

Quarter	2007 Fourth			2007 Third			2007 Second		2007 First		2006 Fourth			2006 Third		2006 Second		2006 First
	$			$			$		$		$			$		$		$
Interest and miscellaneous income		381,017			218,638			313,598		115,975		90,265			130,740		114,689		19,567
Gain (loss) on sale of investments		(165,503	)		(11,687	)		12,500		37,396		(35,525	)		135,929		-		99,589
Net loss		230,576			355,458			441,774		788,869		354,376			1,216,314		1,479,280		306,471
Basic and fully diluted net loss per share		0.00			0.00			0.00		0.01		0.01			0.02		0.02		0.01

Prior to the 2006 fourth quarter, significant losses were accrued from Rubicon’s equity interest in Africo Resources Ltd.  These losses ceased to accrue upon the distribution of that investment to the Company’s shareholders, early in the 2006 fourth quarter.  During 2006 and early 2007, the costs of the December 2006 Plan of Arrangement also increased expenses significantly.  Other factors causing significant variations included the recording of stock based compensation and the write-off of abandoned mineral properties.  These other factors do not have identifiable trends.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Capital Resources – Fiscal year ended December 31, 2007.

The Company had working capital of $30.8 million as at December 31, 2007 compared to $11.5 million as at December 31, 2006.  This increase is largely due to two financings described below under financing activities.  The Company’s investment policy is to invest excess funds only in bankers acceptances guaranteed by major Canadian banks or instruments of equivalent or better security. None of the Company’s funds were invested in asset backed commercial paper during the year.

Cash used in operations decreased by $1.7 million from $3.3 million down to $1.5 million.  The major factors causing this were the high cost of the 2006 plan of arrangement and the increase in interest revenue from the increased treasury.

Financing Activities

On May 18, 2007, the Company closed the McEwen financing, issuing 21,428,564 units at $0.70 per unit for gross proceeds of $15 million.  Each unit included a ½ warrant that entitles the holder of a full warrant to purchase 1 common share for $1.50 for a period of 2 years.

On November 15, 2007 the Company closed a bought deal flow-through share private placement, issuing 4,651,200 shares at $2.15 per share for gross proceeds of $10 million.  This price was a 21% premium over the prior close of $1.78.  The Company became committed to spend these funds on Canadian Exploration Expenditures which will be renounced to the investors for tax deduction purposes.

In addition, during the fiscal year ended December 31, 2007, the Company issued 3,152,792 (2006 – 2,128,813) common shares from the exercise of warrants and agents options for cash proceeds of $1,238,360 (2006 – $1,779,452) and issued 1,547,374 (2006 – 668,628) common shares from the exercise of options for cash proceeds of $1,099,365 (2006 – $740,925) for total net cash proceeds of $27,737,051 (2006 - $13,828,600) including the October 2007 $10.4 million financing.

Other sources of funds included recovery of exploration costs from optionees of the Company’s properties and option payments received - $2,844,874 (2006 – $1,742,082) including $481,142 in option share payments.

The Company currently has sufficient funds to meet its working capital requirements and other requirements for the next 24 months.

Other future sources of capital include the Africo option/warrant obligation.  Under this term of the Plan of Arrangement, Africo held back from distribution to Rubicon shareholders approximately 625,000 shares of its capital for the exercise of Africo Plan of Arrangement options and warrants, outstanding at the completion of the plan of arrangement.  Pursuant to the Plan, proceeds from these exercises will be returned to Rubicon.  Where options or warrants are forfeited or allowed to expire, Rubicon may exercise them for Africo shares at no cost.  The exercise of these instruments, by their holders, or the value of Africo shares received, is dependent upon future Africo share prices and in the case of warrants, Rubicon and Paragon share prices.  There can be no assurance that the current valuation of this asset will eventually be received. The fair value, to Rubicon, of these options and warrants was $2.1 million at December 31, 2006.  During the year, Rubicon received cash proceeds of $1,128,163 from exercises of these Africo options and plan of arrangement warrants. In addition, the Company received 45,408 Africo shares at no cost, (market value $97,627 at December 31, 2007) due to the expiration without exercise of certain options and warrants. An additional reduction in value of the remaining unexercised Africo options to $439,629 as of December 31, 2007 was caused by a reduction in the share price of Africo shares during the fiscal year.

Investing Activities – Fiscal year ended December 31, 2007.

For the fiscal year ending December 31, 2007, the Company spent $11.4 million in cash on mineral property acquisition and exploration.  Of that amount the Company recovered $2,844,874 of exploration expenditures and option payments from optionees of the Company’s properties in cash.  In addition, the Company received $163,789 in exploration administration fees from joint venture partners and 333,399 in share option payments.  Total recoveries were $3,342,062.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements other than what is disclosed under commitments in note 14 of the consolidated financial statements of the Company.

COMMITMENTS

Pursuant to the McEwen agreement, the Company became committed to spend $5 million on the Alaska properties before May 18, 2009 including sufficient funds to maintain the Rimfire option in good standing to May 18, 2008.

At December 31, 2007, the Company has $224,502 (2006 - $303,960) in remaining lease payments for the use of its Vancouver office to September, 2010.

At December 31, 2007, the Company is committed to incur $9,984,996 (2006 - nil; 2005 - 112,497) in eligible exploration expenditures in order to complete obligations entered into pursuant to flow-through share purchase agreements.

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

Paragon Minerals Corporation

Paragon Minerals Corporation (“Paragon”) is the spin-off company that acquired Rubicon’s Newfoundland mineral properties under the plan of arrangement.  Paragon shares offices and office expenses with Rubicon and at the period-end, had one common director (two at December 31, 2006) and shared the CFO and office support staff.  In addition, the CEO of Paragon provided management services to Rubicon on a part time basis to the end of December 2007.

As at December 31, 2007, Paragon owed the Company $76,049 (2006 - $20,443) for shared and reimbursable costs.  This balance is included in amounts receivable net of $6,574 (2006 - $4,899) owing to Paragon for expense reimbursements.

Legal services

David Reid is a director of the Company and a partner at the law firm Davis LLP.  For the fiscal year ended December 31, 2007, Davis LLP invoiced the Company $913,422 (2006 - $729,706).  Significant events requiring legal services during the period included completion of the December plan of arrangement and legal work relating to the McEwen acquisition and financing.  At the period end, $nil (2006 - $91,324) remained outstanding for accrued legal fees to Davis LLP.

See note 10, “Related Party Transactions”, in the consolidated financial statements for additional information on related party transactions with the Company.

CRITICAL ACCOUNTING ESTIMATES

The Company’s accounting policies are described in detail in Note 4 of the consolidated financial statements for the year ended December 31, 2007.  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 policies 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.  At the time the fair value is determined, the methodology the Company uses is based on historical information, as well as anticipated future events.

Flow-through share renunciations, CICA Emerging Issues Committee - 146

The Company follows the CICA Emerging Issues Committee recommendations for accounting for renunciation of flow-through shares. Upon the renunciation of flow-through shares, a future income tax liability is recognized and shareholder equity is reduced.  In the case where the company has written-down future tax assets arising from loss carryforwards or deductible temporary differences, then those write-downs are reversed in the amount of the future tax liability arising from the renunciation.  The credit side of the entry is recorded on the income statement.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Comprehensive Income, CICA Handbook Section 1530

Effective January 1, 2007 the Company adopted section 1530 which introduces new standards for reporting and display of comprehensive income.  Comprehensive income is the change in equity (net assets) of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources.  It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.

Equity, CICA Handbook Section 3251

Effective January 1, 2007, the Company adopted new handbook Section 3251 which establishes standards for the presentation of equity and changes in equity during a reporting period as a result of the comprehensive income reporting requirements of new Section 1530.

Financial Instruments, CICA Handbook Section 3855

Effective January 1, 2007, the Company adopted new handbook Section 3855 which prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based measures are used. It also specifies how financial instrument gains and losses are to be presented.

Pursuant to these new standards, the Company has included a new statement of comprehensive income with its financial statements and has applied fair value accounting to certain of its financial instruments.  This has resulted in the recognition of unrealized gains and losses as other comprehensive income or loss which appear on the statement of comprehensive income or loss.

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:

(a)            CICA Handbook Section 1535 - Capital Disclosures

This standard requires disclosure of an entity’s objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance. This standard is effective for the Company for interim and annual periods relating to fiscal years beginning on or after January 1, 2008. The Company is currently evaluating the effects of adopting this standard.

--

(b)            Financial Instruments - Disclosure (Section 3862) and Presentation (Section 3863)

These standards replace CICA 3861, Financial Instruments - Disclosure and Presentation. They increase the disclosures currently required, which will enable users to evaluate the significance of financial instruments for an entity’s financial position and performance, including disclosures about fair value. In addition, disclosure is required of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk. The quantitative disclosures must provide information about the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008. The Company expects that its disclosures will be expanded to incorporate the additional requirements.

(c)            International Financial Reporting Standards (“IFRS”)

In February 2008 the Canadian Accounting Standards Board announced 2011 as the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own 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 transition date of January 1, 2011 will require restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

OUTSTANDING SHARE DATA

As at March 25, 2007, the Company had the following common shares, stock options and warrants outstanding:

Common shares	147,881,501
Stock options	4,853,250
Warrants	10,714,271
Fully diluted shares outstanding	163,449,022

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, 2007 to provide reasonable assurance that all material information relating to the Company and its consolidated subsidiary will be made known to management and disclosed in accordance with applicable securities regulations.

MANAGEMENT'S ANNUAL 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, management has concluded that as at December 31, 2007, 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, 2007 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 year  ended  December  31,  2007,  that have  materially affected,  or are reasonably likely to materially  affect, its internal control over financial reporting.

CAUTIONARY NOTICES

The Company’s consolidated financial statements for the year ended December 31, 2007 and this accompanying MD&A contain statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”,“should”, “could”, or “might” occur or be achieved and other similar expressions.  Forward-looking statements in this MD&A include statements regarding the Company’s future exploration plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. The forward-looking statements that are contained in this MD&A involve a number of risks and uncertainties.  As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements.  Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” in this MD&A.  Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.  The forward-looking statements are qualified in their entirety by reference to the important factors discussed under the heading “Risk Factors” and to those that may be discussed as part of particular forward-looking statements.  Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that 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.  Factors that could cause the actual results to differ include market prices, exploration success, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions.  These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, 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 and the ability of third-party service providers to deliver services in a timely manner.  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.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements.

EX-99.4

CERTIFICATION

I, David W. Adamson, CEO, certify that:

1.   I have reviewed this annual report on Form 40-F of Rubicon Minerals Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.   The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.   The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditor and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:   March 31, 2008 By: /s/ “David W. Adamson” Rubicon Minerals Corporation David W. Adamson Chief Executive Officer

EX-99.5

CERTIFICATION

I, Robert G. Lewis, CFO, certify that:

1.   I have reviewed this annual report on Form 40-F of Rubicon Minerals Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.   The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.   The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditor and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

		/s/ “Robert G. Lewis”
Date:  March 31, 2008	By:	Rubicon Minerals Corporation Robert G. Lewis Chief Financial Officer

EX-99.6

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Rubicon Minerals Corporation (the “Company”) on Form 40-F for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Adamson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1)            The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2)            The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2008                                                                 /s/ "David W. Adamson"                                                      

                                                          David W. Adamson

                                                          Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Rubicon Minerals Corporation and will be retained by Rubicon Minerals Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.7

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Rubicon Minerals Corporation (the “Company”) on Form 40-F for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert G. Lewis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1)            The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2)            The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2008                                                                 /s/ "Robert G. Lewis"                                                      

                                                          Robert G. Lewis

                                                          Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Rubicon Minerals Corporation and will be retained by Rubicon Minerals Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.8

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated March 31, 2008, with respect to the consolidated financial statements of Rubicon Minerals Corporation as at and for the years ended December 31, 2007 and 2006 included in this Registration Statement on Form 40-F, filed with the U.S. Securities and Exchange Commission.

“De Visser Gray LLP”

De Visser Gray LLP, Chartered Accountants

Vancouver, BC, Canada

March 31, 2008

EX-99.9

Marc A. Prefontaine, M.Sc, P.Geo.

GEOLOGIST

#104 1615 Trafalgar Street

Vancouver, BC

Canada

V6K 3R6

Phone:    (604) 681-7446

Fax:     (604) 684-9877

Email:   marc@grayd.com

To:           United States Seucitires and Exchange Commission

  The Toronto Stock Exchange 

 British Columbia Securities Commission

Alberta Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Rubicon Minerals Corporation

I, Marc A. Prefontaine, P.Geo., do hereby consent to the filing, with the regulatory authorities referred to above, of the technical report titled “Exploration Activities of Rubicon Minerals Corporation on the McFinley Property, Red Lake Ontario for the period January 2005 to June 2005” and dated December 9, 2005 (the “Technical Report”) and to its use for obtaining any required regulatory acceptance or approvals in connection with the Property which is the subject matter of the Technical Report.

I also certify that I have read the written disclosure being filed and that it fairly and accurately represents the information in the Technical Report or that supports the disclosure.

Dated this31stday of March, 2008.

Signed:“Marc Prefontaine”

Marc A. Prefontaine, M.Sc., P.Geo

EX-99.10

EXPERT CONSENT

March 31, 2008

Rubicon Minerals Corporation

Suite 1540 – 800 West Pender Street,

Vancouver, B.C.

V6C 2V6

United States Securities and Exchange Commission

Dear Sirs/Mesdames:

Re:            Rubicon Minerals Corporation (the “Company”)

This letter is being filed as the consent of Terry Burseyto being named in Annual Information Form of the “Company” dated March 31, 2008 and to the inclusion by reference to the report prepared by me entitled “Annual Information Form of Rubicon Minerals Corporation” (the “Reports”) and of extracts from or a summary of the Reports in the written disclosure contained in the prospectus or any other documents incorporated by reference therein.

I hereby confirm that I have read the written disclosure of the Reports and extracts from or a summary of the Reports contained in the Annual Information Form and have no reason to believe that there are any misrepresentations in the information contained therein that (i) are derived from the Reports, or (ii) are within the knowledge of the undersigned as a result of the services performed by the undersigned in connection with the Reports.

I hereby expressly consent to the filing of this consent with the United States Securities and Exchange Commission as part of the Company’s Form 40-F, filed on March 31, 2008, and any amendment thereto.

Sincerely,

/s/ “Terry Bursey”

Terry Bursey, P. Geo.

Location:  Red Lake, Ontario

Date: March 31, 2008