UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number ___________0-13066________________________________________

 RUBICON MINERALS CORPORATION

(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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
	American Stock Exchange

 

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

(Title of Class)

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

 None

(Title of Class)

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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. 55,006,031 common shares as of December 31, 2004.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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      o No

Indicate by check mark which financial statement item the registrant has elected to follow.   x Yes  Item 17    o No  Item 18

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Glossary of Terms	5
Forward Looking Statements	10
Item 1 – Identity of Directors, Senior Management and Advisers	11
A.Directors and Senior Management	11
B.Advisers	11
C.Auditors	11
Item 2 – Offer Statistics and Expected Timetable	11
Item 3 – Key Information	11
A.Selected Financial Data	12
B.Capitalization and Indebtedness	13
C.Reasons for the Offer and Use of Proceeds	13
D.Risk Factors	14
Item 4 – Information on the Company	19
A.History and Development of the Company	19
B.Business Overview	20
C.Organizational Structure	37
D.Property, Plants and Equipment	37
Item 5 – Operating and Financial Review and Prospects	39
A.Operating Results	39
B.Liquidity and Capital Resources	41
C.Research and Development, Patents and Licenses, etc	41
D.Trend Information	41
E.Off Balance Sheet Arrangements	42
Item 6. – Directors, Senior Management and Employees	42
A.Directors and Senior Management	42
B.Compensation	44
C.Board Practices	47
D.Employees	48
E.Share Ownership	49
Item 7 – Major Shareholders and Related Party Transactions	50
A.Major Shareholders	50
B.Related Party Transactions	51
C.Interests of Experts and Counsel	51
Item 8 – Financial Information48
A.Consolidated Statements and Other Financial Information	51
B.Significant Changes	51

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Item 9 – The Offer and Listing	52
A.Offer and Listing Details	52
B.Markets	52
Item 10 – Additional Information	52
C.Share Capita	52
D.Memorandum and Articles of Association	52
E.Material Contracts	53
F.Exchange Controls	53
G.Taxation	54
H.Dividends and Paying Agents	61
I.Statement by Experts	62
J.Documents on Display	62
K.Subsidiary Information	62
Item 11 – Quantitative and Qualitative Disclosures About Market Risk	62
Item 12 – Description of Securities Other than Equity Securities	62
Item 13 – Defaults, Dividend Arrearages and Delinquencies	63
Item 14 – Material Modifications to the Rights of Security Holders and Use of Proceeds	63
Item 15 – Controls and Procedures	63
Item 16	63
L.Audit Committee Financial Expert	63
M.Code of Ethics	63
N.Principal Accounting Fees and Services	64
O.Exemption from the Listing Standards for Audit Committees	64
P.Purchases of Equity Securities by the Issuer and Affiliated Purchasers	65
Item 17 – Financial Statements	65
Item 18 – Financial Statements	92
Item 19 – Exhibits	92
CERTIFICATIONS	105

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GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Corporate Terms

“Company” means Rubicon Minerals Corporation;

“Company Act” means the Company Act (British Columbia);

“Form” means this Form 20-F Annual Report;

“QP” means Qualified Person as defined by the CIM definition - an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a Self-Regulating Organization;

“RML” means Rubicon Management Ltd.;

“Rubicon USA” means Rubicon Minerals USA Inc.;

“Shares” means the common shares of the Company as constituted at the date hereof; and

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Geological Terms

“Ag” - silver;

“ankerite” - a carbonate mineral with the chemical formula (Ca, Mg, Fe) CO₃;

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

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

“Au” - gold;

“breccia”- rock consisting of fragments, more or less angular, in a matrix of finer-grained material or of cementing material;

“chert”- fine-grained or glassy crytocrystalline silica which is very hard and highly variable in colour, usually, but not exclusively sedimentary;

“chip sample” - a sample composed of continuous chips of rock collected over a specific surface line and distance;

“clastic” means a sedimentary rock composed primarily from fragments of preexisting rocks or fossils;

“Cu” - copper;

“disseminated”- mineralization scattered through a volume of host rock;

“EM” - electromagnetic (a type of geophysical survey);

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

“float” - a rock which has been transported from its bedrock source;

“flows” - volcanic rocks which were formed on the surface of the earth;

“grab sample”- a selected sample taken from a specific location which is not necessarily representative;

“hydrothermal alteration”- alteration of a rock which involves heated or superheated water;

“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.

The terms “Mineral Resource”, Measured mineral resource”, “Indicated mineral resource” and “Inferred mineral resource” are not defined terms under standards of the U.S. Securities and Exchange Commission (“SEC”) in the United States and are generally not permitted in filings with the SEC by U.S. companies. As such, information contained in this report concerning such 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. “Mineral resources” 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 a “Mineral resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

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“interflow” - rocks that occur between flows;

“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;

“IP” - induced polarization (a type of geophysical survey);

“komatiite”- a rock with distinct textural features (e.g. spinifex texture) and chemical composition (i.e. high magnesium oxide, >18% MgO);

“mafic”- a term used to describe ferromagnesian-rich minerals and rocks;

“magnetite” - an oxide or iron, formula Fe₃O₄;

“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;

“net smelter return royalty” - 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;

“NSR” - means net smelter returns royalty;

“Ordovician”- the geological period commencing 500 million years ago and lasting approximately 75 million years;

“oz/ton”- ounces per short ton;

“patented mining claim” - a grant from the Crown in fee simple or for a less estate made under the Great Seal, and includes leasehold patents and freehold patents;

“Preliminary Feasibility Study” - CIM definition - 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

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case of an open pit, has been established, and where an effective methods of mineral processing has been determined. This Study must include a financial analysis based on reasonable assumptions of technical, engineering, operating, and economic factors and evaluation of other relevant factors which are sufficient for a Qualified Person acting reasonable, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.

“ppm”- parts per million;

“pyrite” - an iron sulphide mineral with the chemical formula FeS₂;

“pyrrhotite”- an iron bearing sulphide mineral having the chemical formula Fe_1-xS;

“quartz-carbonate” - a mineral containing the carbonyl ion CO^-3, as in the mineral calcite CaCO₃;

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

“stockwork”- a small- to large-scale branching and cross-cutting series of fissures filled with mineral matter;

“stratabound”- contained within beds or layers of rock;

“stratigraphic” means the composition, sequence and correlation of stratified rocks;

“trench” - an excavated and/or blasted depression of rock forming a trench;

“tuff”- a volcaniclastic rock made up primarily of volcanic ash-size (<2 mm) volcanic material;

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

“unpatented mining claim” - land or mining rights for which a patent, lease, license of occupation or any other form of Crown grant is not in effect;

“volcanogenic”- genetically associated with volcanism;

“VMS” - volcanogenic massive sulphide; and

“Zn” - zinc.

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 can not 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.

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Conversion Table
Metric		Imperial
1.0 millimetre (mm)	=	0.039 inches (in)
1.0 metre (m)	=	3.28 feet (ft)
1.0 kilometre (km)	=	0.621 miles (mi)
1.0 hectare (ha)	=	2.471 acres (ac)
1.0 gram (g)	=	0.032 troy ounces (oz)
1.0 metric tonne (t)	=	1.102 short tons (ton)
1.0 g/t	=	0.029 oz/ton

Unless otherwise indicated, all references herein are to Canadian dollars.

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 concerning the Company’s plans at its McFinley and Golden Promise mineral properties, and other matters. 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 risks and uncertainties which could cause actual events or results to differ from those reflected in 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, prefeasibility 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;

·   risks related to environmental regulation and liability;

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

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

Some of the important risks and uncertainties that could affect forward looking statements as described further in Item 3 - Key Information - D. Risk Factors. 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 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 Registrant 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.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and Senior Management

Not required when filing Form 20-F as an annual report.

B. Advisers

Not required when filing Form 20-F as an annual report.

C. Auditors

Not required when filing Form 20-F as an annual report.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The selected financial data of the Company for the fiscal years ended December 31, 2005, 2004, 2003 were derived from the consolidated financial statements of the Company which have been audited by De Visser Gray Chartered Accountants, as indicated in their report which is included elsewhere in this document (see “Item 17 - Financial Statements”).

The information in the following table was extracted from the more detailed consolidated financial statements and related notes included herein and should be read in conjunction with such financial statements and with the information appearing under Item 5, “Operating and Financial Review and Prospects”. Reference is made to Note 10 of the Consolidated Financial Statements of the Company included herein for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effect on the Company’s financial statements (see “Item 17 - Financial Statements”).

To date, the Company has not generated sufficient cashflow from operations to fund ongoing operational requirements and cash commitments. The Company has financed its operations principally through the sale of its equity securities. While the Company believes it has sufficient capital and liquidity to finance current operations, nevertheless, its ability to continue operations is dependent on the ability of the Company to obtain additional financing. See “Item 3 - Key Information - D. Risk Factors.” All figures disclosed in this subsection are stated in Canadian dollars.

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Summary of Financial Data (in Canadian dollars)

	2005 (audited) Cdn$	2004 (audited) Cdn$	2003 (audited) Cdn$	2002 (audited) Cdn$	2001 (audited) Cdn$
Interest and Misc. income	$82,232	$150,018	$153,910	$74,162	$23,813
Gain on sale of investments	$76,765	$694,769	$19,703	-	-
General and Administrative Expenses	$4,846,619(1)	$5,110,877(2)	$2,438,9953)	$1,176,274(4)	$2,794,403(5)
Net Loss	$(3,644,284)	$(4,082,836)	$(2,312,294)	$(1,102,112)	$(2,770,590)
Working Capital	$3,241,125	$6,372,384	$11,545,577	$795,947	$1,002,023
Mineral Property Costs	$22,961,644	$19,815,494	$17,276,818	$12,258,113	$5,532,393
Net Assets	$32,392,929	$28,947,925	$28,550,737	$13,133,133	$6,582,050
Total Assets	$33,320,369	$30,319,662	$29,963,297	$13,687,005	$6,716,375
Long Term Liabilities (non controlling interest)	$407,479	$474,340	$682,594	Nil	Nil
Share Capital	$45,610,692	$39,184,721	$35,911,629	$18,737,677	$11,281,967
Contributed Surplus	$2,623,780	$1,960,463	$753,531	$197,485	Nil
Deficit	$(15,841,543)	$(12,197,259)	$(8,114,423)	$(5,802,029)	$(4,699,917)
Number of Common Shares Outstanding	66,179,524	55,006,031	52,184,631	34,032,251	23,398,867
Dividends Declared per Share	Nil	Nil	Nil	Nil	Nil
Loss per Share	$(0.06)	$(0.07)	$(0.05)	$(0.04)	$(0.14)

Notes:

⁽¹⁾ $1,715,674 attributed to partial and full property write-offs

⁽²⁾ $1,928,106 attributed to partial and full property write-offs

⁽³⁾ $231,388 attributed to partial and full property write-offs

⁽⁴⁾ $171,358 attributed to partial and full property write-offs

⁽⁵⁾ $2,401,336 attributed to partial and full property write-offs

Under Canadian GAAP applicable to junior mining exploration companies, mineral exploration expenditures are deferred on prospective properties until such time as it is determined that further exploration is not warranted, at which time the property costs are written-off. Under U.S. GAAP, all exploration expenditures are expensed until an independent feasibility study has determined that the property is capable of economic commercial production. Note 10 of the Consolidated Financial Statements of the Company included herein contains a discussion of the material differences between Canadian and U.S. GAAP. The following information has been adjusted for U.S. GAAP.

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	2005 (audited) Cdn$	2004 (audited) Cdn$	2003 (audited) Cdn$	2002 (audited) Cdn$	2001 (audited) Cdn$
Operating Revenues	Nil	Nil	Nil	Nil	Nil
Loss from Operations	($7,694,377)	($6,253,847)	($6,851,099)	($7,827,832)	($1,333,672)
Total Assets	$10,358,725	$10,301,681	$12,722,657	$1,428,579	$1,184,482
Net Assets	$9,431,285	$8,929,944	$11,310,097	$874,707	$1,050,157
Net Loss per Share	($0.11)	($0.12)	($0.16)	($0.25)	($0.07)
Number of Common Shares Outstanding	66,179,524	55,006,031	52,184,631	34,032,251	23,398,867

Exchange Rate Information

Unless otherwise indicated, all references herein are to Canadian dollars.

The following table sets out the exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the past five fiscal years. Exchange rates are based on the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

Average Exchange Rates (Canadian $ to U.S.$)

	2005	2004	2003	2002	2001
Average for Period	0.8254	0.7696	0.7136	0.6369	0.6458

High and Low Exchange Rates (Canadian $ to U.S.$) for Preceding 6 Month Period

	2006		2005
	February	January	December	November	October	September
High for Period	0.8771	0.8711	0.8690	0.8579	0.8579	0.8615
Low for Period	0.8638	0.8528	0.8521	0.8361	0.8413	0.8418

The information set forth in this Form is as at March 27, 2006 unless an earlier or later date is indicated. On March 27, 2006, the noon rate of exchange, as reported by the Federal Reserve Bank of New York for the conversion of US dollars into Canadian dollars was $ (US.$1.00 = Cdn$0.8557).

B. Capitalization and Indebtedness

Not required when filing Form 20-F as an annual report.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

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D. 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 or Resources

The Company’s properties are in the exploration stage and are without a known body of commercial ore.

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 “Note Regarding Forward-looking Statements.”

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, Newfoundland, British Columbia, Nunavut Territory and through its majority owned subsidiary, Toquima Minerals Corporation, the States of Alaska and Nevada. 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.

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 McFinley 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.

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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 a certain amount of exploration on its principal and other properties. The Company also relies on corporate partners to fund a number of its properties in Ontario and Newfoundland. Additional future exploration of the Company's properties depends on the Company's ability to obtain additional required equity or partner financing.

As of December 31, 2005, the Company had cash and cash equivalents of approximately $2.8 million. Working capital at December 31, 2005 was $3.2 million. In 2006, up to March 27, 2006, the Company had raised an additional $289 thousand from exercise of options and warrants. The Company will continue to incur exploration and assessment costs andintends to fund its operations from working capital. The Company anticipates that it will incur approximately $7.0 million in exploration and assessment costs and administrative and other expenditures during the year ending December 31, 2006. The Company’s ability to continue its future exploration, assessment, and development activities depends in part on the Company’s ability to commence operations and generate revenues or to obtain financing through joint ventures, debt financing, equity financing, production sharing arrangements or some combination of these or other means.

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. In addition, certain of the mining claims in which the Company has an interest are not recorded in the name of the Company and cannot be recorded until certain steps are taken by other parties. Before a number of claims under option can be recorded in the Company’s name, the underlying title holder has to assign title to the Company once the Company satisfies its option agreement obligations. There are no assurances that the underlying title holder will assign title. As at the date of this annual report, approximately 36% of claims have yet to be recorded in the Company’s name.

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 in which it is carrying out work.

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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.

Newfoundland

Legislation and regulations implemented by the Newfoundland Department of Mines and Energy directly affect the mining industry in the Province of Newfoundland and Labrador where the Company holds some of its mineral claims. In particular, the Company must provide prior notice and a description of the planned exploration work and receive written approval before the commencement of the exploration work.

Exploration work which involves mechanized activities such as 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, cannot commence until the work plan has been reviewed by the Department of Mines and Energy and a written exploration approval notice issued, outlining such terms and conditions deemed necessary and prescribed by the Minister.

A License of Occupation under the Newfoundland Lands Act is required for a camp location where use or occupation of the camp is proposed to involve long term, seasonal or permanent use and occupation of the camp, or involves ground disturbance. Any clearing of areas in order to construct camps must comply with the Newfoundland Forestry Act and Regulations, and the Company must comply with the reclamation requirements pursuant to the Mineral Act.

Pursuant to the Newfoundland Historic Resources Act, if drilling is planned for an area with known archaeological sites, the Company may be required to hire an archaeologist to ensure the work does not disturb any sites. No such sites are known to exist on any of the Company’s existing claims.

The Acts and regulations which guide exploration activity in Newfoundland are: the Mineral Act, the Quarry Materials Act, the Mineral Holding Impost Act, the Crown Lands Act, the Forestry Act, the Forestry and Agricultural Act, the Occupational Health and Safety Act and the First Aid Regulations, the Waste Material (Disposal) Act, the Department of Health Act, the Food and Drug Act, the Wildlife Act, the Provincial Parks Act, the Dangerous Goods Transportation Act and the Municipalities Act.

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.

International Risks

Mineral rights and interests of the Company’s long-term investment, Africo Resources Ltd. (“Africo”), in the Democratic Republic of Congo (“DRC”) are subject to government approvals, licences and permits. Such approvals, licenses and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. No assurance can be given that the Company’s subsidiary will be successful in maintaining any or all of the various approvals, licences and permits in full force and effect without modification or revocation.

Africo operates in a country that is subject to various political, economic and other uncertainties, including among other things, the risks of war and civil unrest, expropriation, nationalization, renegotiation or nullification of existing concessions, licences, permits, approvals and contracts, taxation policies, foreign exchange and repatriation restrictions, changing political

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conditions, international monetary fluctuations, currency controls and foreign governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. In addition, in the event of a dispute arising from foreign operations, Africo may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or Canada. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such development s or changes may have a material adverse effect on the Company’s operations.

The northeast region of the DRC has undergone civil unrest and instability which could have an impact on political, social or economic conditions in the DRC. Although the Kalakundi project is located in the southeast portion of the DRC, the effect of unrest and instability on political, social or economic conditions in the DRC could result in the impairment of the Company’s investment. Any such changes are beyond the control of the Company.

Management

The Company is dependent upon a number of key directors, officers and employees: J. Garfield MacVeigh, Chairman of the Board; David W. Adamson, President and CEO; Robert G. Lewis, CFO, and, William J. Cavalluzzo, Vice-President - Investor Relations. 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 Mssrs. MacVeigh, Adamson, Lewis and Cavalluzzo. See “Item 6. Directors, Senior Management and Employees” and “Item 7. Major Shareholders and Related Party Transactions”. 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.

Foreign Incorporation

The Company is incorporated under the laws of the Province of British Columbia, Canada, and all of the Company’s seven directors and all of its officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon the Company or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. There is substantial doubt whether an original lawsuit could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

“Penny Stock” Rules

The Company’s Shares are “penny stock” as defined by the Securities and Exchange Commission, which might affect the trading market for the Shares. Penny stocks are generally equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges, including AMEX or quoted on the NASDAQ National Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and compensation information must be given to the customer orally or in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that is subject to the penny stock rules, such as the Company’s Shares which are considered “penny stock”, and therefore make it more difficult to sell those Shares.

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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 $2,312,394 in the years ended December 31, 2005, 2004 and 2003, 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 revenue in 2006 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, 2005, the Company’s deficit was $15,841,543.

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 $1.66 CAD to a low of $0.64 CAD per share within the twelve month period preceding the date of this Form. There can be no assurance that the continual fluctuations in price will not occur.

Shares Reserved for Future Issuance: Dilution

As at December 31, 2005 and March 27, 2006, there were respectively 4,815,000 (weighted average exercise price of $1.10 per share) and 4,475,000 stock options (average exercise price of $1.10 per share) and 4,815,000 (average exercise price of $1.10 per share)and 4,948,896 warrants (average exercise price of $0.88 per share) 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. See “Item 17 - Financial Statements Note 8 and 13.

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.

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Item 4. Information on the Company

A. History and Development of the Company

The Company was incorporated on March 6, 1996, under the BC Company Act, under the name 515006 B.C. Ltd. Its Memorandum was amended on April 2, 1996 to change its name to Rubicon Minerals Corporation. The head and principal office of the Company is at 1540 -800 West Pender Street, Vancouver, British Columbia, Canada, V6E 4A6, telephone: (604) 623-3333. The Company’s registered office and address for service is located at Suite 2800 Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2Z7. On March 29, 2004, the BC Company act was repealed and replaced by the BC Business Corporations Act. The Company transitioned to the new Act on June 21, 2005. Under the new act, an unlimited number of shares may be authorized and the Company adopted this change on June 23, 2005.

The Company was extra-provincially registered under the laws of Newfoundland on July 10, 1996 and was extra-territorially registered under the laws of the Northwest Territories (now Nunavut) on July 16, 1996. The Company was extra-provincially registered in Manitoba on July 11, 2000. The Company filed a Form 2, Initial Notice, in Ontario on September 26, 1996.

The Company was listed on the Vancouver Stock Exchange, now the TSX Venture Exchange (formerly the CDNX) on November 19, 1997, with the trading symbol “RMX.” On September 30, 2003, the Company graduated to the Toronto Stock Exchange (“TSX”). In September, 2004, the Company’s common shares began trading on the American Stock Exchange (“AMEX”) with the trading symbol “RBY”. The Company is currently a “reporting issuer” under the Securities Act in British Columbia, Alberta, Ontario and Quebec, and is therefore subject to the continuous disclosure requirements of these legislations, including the obligation to promptly disclose all material changes in the business of the Company to the public (disclosure available at www.sedar.com).

The Company 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 will explore on its own mineral properties and/or option them to third parties to finance the exploration costs while retaining partial ownership and/or in exchange for a royalty interest. Since inception to December 31, 2005, the Company has raised approximately $44 million from equity financings, exercises of warrants and stock options. The Company had incurred approximately $31 million (including value of shares issued) in acquisition and exploration cost and $7 million in investments in shares of other exploration and development companies.

During 2003, the Company vended its Palmer mineral property, located near Haines, Alaska to Toquima Minerals Corporation (“Toquima”) in exchange for shares of Toquima. The Company also invested $300,000 in Toquima in exchange for additional shares of Toquima. As at December 31, 2005, the Company owned 60.4% of Toquima which, in addition to the Palmer, Alaska property, holds gold exploration properties in the State of Nevada.

During 2004, the Company acquired a net 35.6% ownership of Africo Resources Ltd. (“Africo”). Africo holds an option to acquire a 75% interest in a copper-cobalt resource in the Democratic Republic of Congo. During 2005, the Company invested an additional $4.2 million in shares of Africo, leaving an interest of 37.4% at December 31, 2006 (38.8% at March 27, 2006 after additional share purchases).

RE-ORGANIZATIOIN

On November 21, 2005, the Company announced a corporate restructuring which would have the result of dividing its existing portfolio of mineral properties into three separate public companies. Following the corporate restructuring, the Company will continue to hold the Ontario properties and USA properties (subject to the Carlin Gold - Toquima agreement - see below under Toquima). One of the newly created companies will hold all of the Company’s Newfoundland properties. The other newly created company will hold all of the Company’s investment in Africo Resources Ltd. Management expects that the Africo shares will only be held temporarily in this company and will further be distributed to the shareholders of Rubicon as described in the following paragraph. The proposed reorganization of the Company will be accomplished by way of a statutory plan of arrangement and is subject to shareholder, regulatory and court approvals.

In March of 2006 the board of directors of Africo informed Rubicon that Africo intends to expeditiously carry out a public offering of its securities. In conjunction with this, Africo will undertake, on a best efforts basis, to raise sufficient funds to allow it to commence development of the Kalukundi deposit, pursuant to and contingent upon, completion of a bankable feasibility study. As part of the public offering process, Africo has agreed to assist Rubicon in the distribution of its Africo shareholdings to Rubicon’s shareholders. Upon completion of these transactions, Rubicon’s shareholders will hold their interest in Africo directly, which Rubicon’s management feels will maximize the investment’s value.

B. Business Overview

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The Company’s key assets are in the Red Lake gold camp, in the Province of Ontario and a number of district-scale gold exploration properties in the Province of Newfoundland and Labrador. The Company also has a 60.4% investment in a subsidiary named Toquima Minerals Corporation (“Toquima”) that holds gold and base metal exploration properties in the States of Nevada and Alaska in the United States. The Company also has a 38.8% interest in Africo Resources Ltd., a private B.C. Company that controls 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 contain a known resource or reserve.

Throughout this Item, the Company uses the phrase “option to earn 100% interest”. This means that once the Company has fulfilled its obligations and has earned a 100% interest in a property pursuant to a contract, the Company holds title to the property. Generally the mining rights associated with each property interest include subsurface mining rights and may or may not include surface rights. The main liability for the Company once it has obtained a 100% interest in a property is an environmental liability that may arise in connection with work carried out by the Company on the property.

Please see Item 17, consolidated statements of mineral costs for a summary of expenditures, recoveries and write-offs by projects.

PROPERTY INTERESTS

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.

CANADA

ONTARIO

RED LAKE MINING DIVISION

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 (Placer Dome) and Red Lake (Goldcorp) mines. The High Grade Zone at the Red Lake Mine contains 4.6 million ounces of gold with an average grade of 2.35 ounces of gold per ton (80.56 g/t) (source Goldcorp website). Combined, the Campbell-Red Lake ore bodies contain 22 million ounces at an average grade of 0.66 oz/ton (22.62 g/t) Au (past production and reserves). Accordingly, there is demonstrable economic rationale for exploring within the Red Lake camp for similar deposits.

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 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 >1 million ounce gold deposits in the belt are hosted by Balmer assemblage rocks at or near to an angular unconformity with overlying Huston (<2.89 Ga and >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, 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

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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 remarkably 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 meters 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 two active producing mines (the Campbell and Red Lake Mines), 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.

McFinley Gold Property

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.

Water Claims Agreement (“Water Claims”)

The Company optioned the Water Claims (25 licences of occupation and one mineral lease) in January 2002 from Dominion Goldfields Corporation (“DGC”) by agreeing to pay $800,000, issue 260,000 shares and complete US$1,300,000 of exploration prior to March 31, 2006. During 2004 the Company completed its acquisition of the Water Claims after meeting all the required payments and expenditures. The Water 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 purchased the Land Claims (16 patented claims) from DGC in July 2002 for Cdn$500,000 and the issuance of 500,000 common shares. The Company also issued to the vendor 100,000 stock options (exercise price of $1.15 per common share, expiring July 2007). The Land 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.

2005 Highlights

The Company spent $2.5 million on its 100% owned McFinley property during the fiscal year ended December 31, 2005. A 43-101 technical report was completed on the property in December 2005 and is available the SEDAR website at www.sedar.com

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

·    17.24 g/t gold over 2.15 metres (PZ-59)

·    34.17 g/t gold over 1.20 metres (included in PZ-58)

·    8.89 g/t gold over 2.40 metres (PZ-77)

·    12.55 g/t gold over 1.15 metres (PZ-80)

Several new zones/lenses are identified in both the hanging wall and footwall to the main lens of mineralization. Highlight drill intersections include:

·    53.27 g/t gold over 1.60 metres (PZ-81)

·    20.18 g/t gold over 1.30 metres (PZ-76)

·    11.04 g/t gold over 2.00 metres (PZ-75)

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During the 2005 winter exploration program, a previously unknown, gold bearing, carbonate, ankerite replacement zone (CARZ) was discovered. This new zone of mineralization is located 75 metres structurally above the main Phoenix Zone. Significant intersections include:

·    5.16 g/t gold over 8.95 metres (incl. 29.50 g/t over 0.45 metres) (PZ-82)

·    6.00 g/t gold over 7.70 metres (PZ-83)

·    5.22 g/t gold over 6.50 metres (PZ-84)

·    1.93 g/t gold over 14.0 metres (PZ-92)

Please see the Company’s press releases dated May 4, 2005 and the Company’s website for additional details.

The Company plans to continue exploration on the project in the summer of 2006. Exploration will focus on expanding the current limits of mineralization and to investigate potential for development of multiple gold zones similar to those found at Goldcorp’s high-grade zone.

McFinley Property 43-101F1 Technical Summary

The following is an excerpt from the Technical Report on Form 43-101F1, “Exploration Activities of Rubicon Minerals Corporation on the McFinley Property, Red Lake, Ontario, for the Period January 2005 to December 2005, prepared by Marc Prefontaine, P.Geo. The author has the experience, background and personal knowledge to act as Qualified Person under NI43-101.

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.

The Company 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. The Company 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.

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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).

The Company 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 the Company 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 the Company 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 (November to December 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. (January to March 2003);

Phase 3:3,058 metres (10,033 feet) in 10 holes for follow-up drilling on McFinley Peninsula (July to September 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 (February 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 to August 2004) and;

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

Exploration by the Company 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.

During the 2005 winter exploration program, a previously unknown, gold bearing, carbonate, ankerite replacement zone (CARZ) was discovered. This new zone of mineralization is located 75 metres structurally above the main Phoenix Zone. It is a complex, 20 to 30 metre thick zone of carbonate, ankerite replacement, containing numerous colloform banded ‘snowbank’ veins up to 5 metres thick. These veins are variably silicified and mineralized over thicknesses up to 14 metres, with fine grained, needle arsenopyrite. The structural control on the CARZ is not clear, however a flat lying (30º- 40 º), west-dipping fault, located at the base of the zone may play a significant role. Alteration and mineralization associated with 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. Chemically reactive massive colloform-crustiform ankerite veins are an important host of ore in Goldcorp’s High-Grade Zone, and the identification of this style of mineralization in the Phoenix Zone area further confirms the similarities between the two gold systems.

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A budget of CAN$1.5 Million 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.

Goldcorp Option Agreement

The Company has optioned up to a 70% interest in the 79 unpatented claims (543 units) known as the Sidace Lake, Red Lake North and Adams Lake Properties to Goldcorp Inc. (“Goldcorp”) whereby Goldcorp must 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. Goldcorp must complete a feasibility study to earn an additional 10% interest. Goldcorp was also required to purchase 1,000,000 shares of the Company at $1.60 by way of private placement (completed in 2003).

The Sidace Lake and Red Lake North Properties are comprised of 45 unpatented minig 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 optioned to Goldcorp Inc. 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.

In the first half of the year 2004, the Company as operator, completed a 3,000 metre drill program in the Sidace Lake area funded by partner Goldcorp Inc. The majority of the drilling was directed at confirming the presence of the down-dip extension of the Sidace Gold Zone, a Hemlo-type, gold bearing, sericite schist horizon which has seen extensive drilling on the adjacent property. Broad zones of prospective sericite schist unit were intersected (up to 34 metres) which contained numerous anomalous gold-bearing intervals (up to 0.37 g/t gold).

In the second half of the year, the Company continued with exploration funded by partner Goldcorp on the Red Lake North and Adams Lake projects with the Company as operator. Work carried out included geological mapping, prospecting and a small drill program. Although the prospective sericite schist location was intersected, no significant results were returned. Considerable strike length on this property remains to be explored.

During 2005 a total of 1959 metres was drilled on the Adams Lake property and no significant results were returned. Goldcorp failed to meet expenditure commitment in 2005 and their option at Adams Lake and Red Lake North was terminated. The Company retains a 100% interest and considers both projects to be strategically located in the camp. The company will review plans for both properties and will consider new partnerships to advance them

McCuaig JV Property

The McCuaig Red Lake Joint Venture Property is located in Dome Township, Red Lake Mining Division, Ontario.

In 1998 the Company drilled two holes (total 575 metres) and intersected potentially important altered ultramafic rocks. Low gold values were returned from assays. The Company carried out a program of extensive soil sampling, mechanized trenching and ground magnetics at the end of 1999 on the McCuaig Property. In the northwest portion of the McCuaig Red Lake JV Property, the Company has exposed the contact of an altered and deformed ultramafic body. Alteration is associated with the development of intense quartz-carbonate accompanied by strongly elevated arsenic, antimony, mercury and locally gold. Magnetic data are interpreted to suggest that this contact extends southwestwards beneath Red Lake for a minimum additional 800 metres. Soil surveys have detected the areas of known mineralization referred to, above, and have detected new targets that warrant follow-up. In 2000, the Company conducted detailed mapping of Mackenzie Island with the goal of generating drill targets by incorporating details of soil sampling and trenching conducted in October - November 1999. A new gold-bearing structure was intersected at the McCuaig Red Lake JV Property in March 2001. In January through April 2002, the Company carried out a diamond drill program at the McCuaig Red Lake JV Property. The Company completed 20,824 feet (6347 metres) in 26 diamond drill holes on the project.

The Company earned a 60% interest in 3 unpatented mining claims (10 units) in Dome Township for which the Company paid $25,000 and incurred total exploration expenditures of $972,000 by May 31, 2003 The property is subject to a 2% NSR royalty of which the Company purchased 50% in the ERD acquisition in March 2003. The Company may with its 50% partner purchase 50% of the NSR royalty for $200,000 and also retains a right to first refusal on the remaining NSR royalty.

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During 2004, the Company carried out a drill program on its McCuaig JV project with partner Golden Tag Resources Ltd. (60% Rubicon and 40% Golden Tag). No significant results were reported. Only minor remediation work consisting of trench infilling was conducted in 2005. Further to that a perimeter survey was performed with the intent to take the property to Mining Lease.

DMC Properties

The Company has optioned up to 65% interest in its 130 claims (263 units) known as the DMC property to Agnico-Eagle Mines Ltd (“Agnico”). The Letter Agreement was signed September 23, 2005 whereby Agnico must spend $2,250,000 in exploration expenditures and make $110,000 in cash payments over 3 years to earn an initial 51% interest. The first year includes a firm committed $500,000 (completed 2006) expenditure and $25,000 cash payment. Thereafter it may elect within one year of vesting, to increase its interest by earning one additional percent for each one million dollars expended, up to a maximum of $14 million (65% interest in the property). Underlying property obligations on 136 of the 263 claim units (Meunier claims) include an advance royalty of $25K, paid annually to D.Meunier, an NSR royalty of 1% on 44 units and a 2% NSR with a 1% buy-down for $1M on the remaining 92 claim units and a 0.5% NSR with a buyout for $500K on 38 claim units. An additional sliding scale NSR royalty, of 1.75% at a gold price less than $450 per ounce and 2% at a gold price equal to or greater than $450 per ounce, is held by AngloGold (Canada) Exploration Company on the entire property.

Meunier Property

The Company has a 100% interest in 118 unpatented mining claims (222 units), which it acquired by spending $350,000 on exploration expenditures and making option payments of $75,000. 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), 2% NSR royalty on 54 claims (the Company can purchase a 1% NSR royalty for $1.0 million), and 1% NSR royalty on 27 claims. Annual advance royalty payments of $25,000 are due by April 15^th of each year.

Red Lake West Property

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

Red Lake East Property

The Company acquired 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 of 1.75% to 2.0% depending on the price of gold.

Slate Bay Property

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

Subsequent to December 31, 2004, the Company optioned its Slate Bay project in Red Lake whereby King’s Bay Gold can 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. A total of Kings Bay Gold made an initial payment of $10,000 and 25,000 of its common shares to the Company.

A 1498m drill program was conducted by King’s Bay Gold during the summer of 2005 to meet the required $250,000 first year commitment. Subsequent to the year end, Kings Bay terminated the option.

Humlin Property

The Company acquired a 100% interest in 19 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, including the underlying Hammell Agreement.

East Bay Property

The Company has two option agreements to acquire a 100% interest in 25 unpatented mining claims (44 units). During 2004 Wolfden Resources Ltd., as operator, funded a $0.6 million drilling exploration program on the East Bay West 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 Company believes that the property has the potential to host the down dip extension of the adjacent East Bay zones that are actively being explored by Placer/Wolfden and future follow up drilling in the area is warranted especially considering the close proximity to the adjacent Placer-Wolfden GAZ gold zone on which an inferred resource of 326,407 ounces of gold was announced by Wolfden in February 2005.

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Herbert Option

The Company acquired a 40% interest in 23 unpatented mining claims (42 units) located in the Bateman and Blackbear townships. The Company has the option to acquire the remaining 60% interest by making cash payments of $87,000 ($51,000 paid) and issuing 60,000 common shares (60,000 issued).The property is subject to a 2% NSR royalty, of which the Company may purchase 1% of the NSR royalty for $1.0 million.

Seargeant Property

The Company has an option to acquire a 100% interest in 2 unpatented mining claim units located in the Blackbear township by making cash payments of $55,000 ($35,000 paid) by October 20, 2006. The property is subject to a 2% NSR of which the Company may purchase 1% of the NSR royalty for $750,000.

Hammell Lake Property

The Company acquired a 100% interest in the three unpatented mining claims.

Redstar Option Agreement

During 2002, the Company granted Redstar Resources Corporation (“Redstar”) the right to earn up to a 70% interest in several of the Company’s properties (a total of 226 claim units) at the western end of the Red Lake gold camp. The optioned properties included the Baird, Pipestone North, Pipestone South and Wolf Bay properties.

Redstar can earn an initial 51% interest in the properties by making cash payments to the Company totaling $135,000, issuing 500,000 post-consolidation shares (250,000 received) to The Company and expending $2.75 million in exploration work over four years, including a firm commitment of $450,000 for the first year (completed). During the comparative year, the Company amended the agreement in which Redstar can increase its interest to 60% by funding total exploration expenditures of $3 million over eight years and can increase its interest to 70% by funding and bankable feasibility study and arranging project financing for a mine. Redstar is also responsible for making all cash payments to the underlying property vendors and the issuance of 150,000 common shares to the Company (paid). Subsequent to December 31, 2004, the Company renegotiated this option agreement with Redstar whereby under the new agreement, Redstar agreed to make an initial cash and share payment of $25,000 and 250,000 common shares (completed). Redstar is then required to make additional cash payments of $175,000, issue an additional $75,000 in Redstar shares and complete an additional $1,100,000 in work expenditures over a four year period to earn a 51% interest in the properties covered under the Redstar option agreement.

Redstar is currently operating the exploration programs on the properties. Ongoing exploration is currently taking place

Pipestone North Property

The Company acquired a 100% interest in the six unpatented mining claims.

Wolf Bay Property

The Company acquired 18 unpatented mining claims. 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%

Pipestone South Property

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

English Royalty Division (“ERD”)

During 2003, the Company acquired rights to cash and share option payments and contractual interests in an initial portfolio of 63 mineral interests, 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. A yearly bonus is currently paid to Mr. English amounting to 20% of cash option 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. In addition, the initial portfolio of mineral properties in the ERD included 14 mineral properties previously optioned to the Company which it now owns through the ERD. As a result, the Company has saved $231,000 in option payments to the end of 2005.

As at December 31, 2004, the Company had spent a total of $1.4 million on acquisition and maintenance costs and recovered $1.0 million from option receipts, leaving a net carrying cost of $0.41 million (excluding saved option payments).

During 2005, the company spent $162,000 on acquisition and maintenance costs and recovered $141,000. As at December 31, 2005, the English Royalty Division properties had a carrying cost of $0.44 million (excluding saved option payments which the Company would otherwise have to have made).

Due to the acquisition of several new properties in late 2005, the expected payback of ERD costs in 2005 is now anticipated to occur during 2006. Since year-end, 9 new property agreements have been entered into which offset these costs.

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Manitou Property

The Company has the option to earn 100% interest in 28 unpatented mining claims (301 units) from the Bjorkmans located in the Lower Manitou Lake and Harper Lake Townships in the Kenora Mining Division of Ontario known as the Manitou Property. Under terms of the Due Dilligence Letter Agreement signed April 6, 2005 and executed on June 30, 2005, the company is required to make a total of $210,000 cash payments ($15,000 paid in 2005) and issue $70,000 share payments (10,000 issued in 2005) over 3 years to earn 100% interest. Commencing on the fifth anniversary of the agreement (June 30, 2010) the owners are entitled to an annual Advance Royalty of $15,000 and the property is subject to a 2% NSR with a 50% buydown for $1,000,000.

The Manitou West Limb Gold property is approximately 80km south of Dryden, ON. The property can be accessed year round by well maintained logging roads and ATV trails. The property is located on the western limb of a major, belt-scale, northeast plunging antiform, on the western margin of the Manitou Greenstone Belt. The Manitou greenstone belt is dominated by metavolcanic and metasedimentary rocks of Archean age. The property is underlain by rocks of the Blanchard Lake Basalt group. The metamorphic grade is upper greenschist to amphibolite. A large intrusive, the Atikwa Batholith, occurs approximately 2km to the northwest of the property. The Carlton Lake Stock and the Scattergood stock occur to the southeast of the property. Outcrop exposure on the property is very good, with upwards of 50-60% exposure. The property was optioned based on 2004 channel sampling performed on the Dryden-Red Lake showing that returned assays of 54 g/t Au over 30cm, 16 g/t Au over 50cm and 17 g/t over 22cm. Gold mineralization is observed in shear zone hosted quartz veins and the surrounding wall rock within the shear zones. Associated sulphides include chalcopyrite, pyrite, sphalerite and galena.

During the summer and late fall of 2005, $104,000 of work conducted on the property included initial prospecting, geological mapping, soil sampling and local trenching. Further work is recommended at the Dryden/Red Lake showings in 2007.

NEWFOUNDLAND

The Company’s exploration properties in Newfoundland are defined into five gold trends and as base metal properties.

Golden Promise Gold Trend

The Golden Promise Trend properties are located in the Grand Falls-Windsor through Millertown area of central Newfoundland. The majority of the properties are located along the ~125 km long Victoria Lake Group; a belt of volcanic, volcaniclastic and overlying sedimentary rocks within the Exploits Subzone. Exploration on these properties is focused on the turbidite-hosted auriferous quartz veins (Golden Promise and South Golden Promise Properties) that show similar elements to the world class Bendigo-Ballarat goldfield deposits currently being mined in Victoria, Australia. Properties further to the southwest are hosted within volcanic dominated stratigraphy of the Tulks and Tally Pond Volcanic belts and these properties (Barren Lake, Victoria Lake) are the focus of exploration for precious-metal rich base metal mineralization.

Golden Promise Property

The Golden Promise property is located immediately west of the town of Grand Falls-Windsor and encompasses the town of Badger. Access to the property is excellent along several logging and skidder roads and by the Trans-Canada and Buchans highways, which transect the property. The property consists of eleven map-staked licenses (1479 claims, 36975 ha). The aggregate land position consists of optioned properties and 100% Company owned property. Two option agreements with local prospectors are subject to the following terms:

1)    The Company can acquire a 100% interest in the Golden Promise property (192 claims, 4800 ha) by making cash payments totaling $230,000 [$155,000 paid] plus 100,000 common shares [100,000 paid] over 4 years. The agreement is subject to 2% NSR of which the Company can purchase 1% for $1 million at any time. Annual advance royalty payments of $20,000 are due to the vendor beginning in June 2007.

2)    The Company can acquire 100% interest in the Otter Brook property (6 claims, 150 hectares) by making cash payments totaling $35,000 (10,000 paid) over 3 years. A 2% NSR is payable to the vendors of which 1% can be purchased by the Company for $1 million.

On August 29, 2003 the Company optioned a 70% interest in 23 mineral licenses known as the Golden Promise, Mercer, Three Angle Pond, Badger and Tom Joe Properties to Placer Dome (CLA) Limited (“Placer”) whereby Placer must spend $5,000,000 in exploration expenditures over three years (first 2 years completed as at Dec 31, 2004) and make all payments (all payments made) relating to the Mercer Agreement to earn an initial 55% interest. Placer must complete a feasibility study to earn an additional 15% interest.

In March 2005 Placer notified the Company that it has elected to withdraw from the exploration agreement covering the Golden Promise gold project. The Golden Promise gold project has greatly benefited from Placer’s involvement on the project by spending approximately $1.8 million on exploration. The property reverts 100% back to the Company.

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The property is located within the Exploits subzone near the western edge of the Dunnage Zone, just south of the Red Indian Line and is underlain by Badger Group sediments that conformably overlie Caradocian black shales, which in turn overlie Middle Ordovician epiclastic and sedimentary rocks of the Victoria Lake supergroup. The Victoria Lake, Caradoc and Badger stratigraphy has been deformed about tight to isoclinal, upright, northeast plunging F₁ folds which are cut by the 411±6 Ma Hodges Hill granite stock in the north. Quartz veins and major fault zones throughout the area trend northeast (070^o), easterly (120^o) and are related to deformation during formation of F₁ folds. Carbonatized, buff coloured mafic dykes are observed to intrude the local stratigraphy and occupy the same structure as gold bearing quartz veins of the Jaclyn and Jaclyn North Zones.

Few mineral exploration companies targeted the Badger area prior to the Company’s initial work in 2002. Interest in the region has traditionally been focused on base metal volcanogenic massive sulphides (e.g. Buchans, Duck Pond) within volcanic belts located west and south of the property. High-grade gold bearing quartz vein float was initially discovered during the spring of 2002 by local prospector Mr. William Mercer leading to the discovery of the Jaclyn Zone.

Between August 2002 and December 2004, the Company and its partner Placer Dome Inc (“Placer”) completed the following exploration work on the Golden Promise Property: 8,250 line km of high-resolution airborne geophysical surveys (magnetics, resistivity). Regional prospecting, geological mapping, soil sampling and 46 diamond drill holes for 5736 metres. Highlights of the 2002-2003 diamond drill programs at the Jaclyn Zone include:

Hole GP02-01:  16.57 g/t Au over 1.64 m (estimated true thickness);

Hole GP02-14:  23.14 g/t Au over 0.67 m (estimated true thickness);

Hole GP02-21:  68.95 g/t Au over 0.21 m (estimated true thickness);

Hole GP03-24:  11.16 g/t Au over 1.6 m (estimated true thickness);

Hole GP03-25:  18.18 g/t Au over 0.6 m (estimated true thickness);

Hole GP03-31:  44.59 g/t Au over 0.3 m (estimated true thickness); and

Hole GP03-32:  12.13 g/t Au over 0.35 m (estimated true thickness)

Results from diamond drilling indicate the Jaclyn vein system is developed over a minimum 375 metre strike length to vertical depth of 192 metres. Of the thirty drill holes that tested the Jaclyn Main Zone, twenty drill holes intersected visible gold-bearing quartz veins.

The greatest potential for gold mineralization, as observed from exploration completed to date, occurs within and immediately beneath the Caradocian Shale within F₁ anticlinal fold closures, where rheological contrast is maximized. High-grade quartz veins, particularly at Jaclyn, Jaclyn North and Jaclyn South are sited within mechanically and electromagnetically resistive Victoria Lake Group greywacke and mudstone and ongoing reconnaissance exploration continues to discover anomalous gold within these domains. The target model is Palaeozoic turbidite-hosted gold environment analogous to the gold deposits of the Lachlan fold belt in Victoria, Australia. The regional potential of the area has been recently underscored by the discovery of the Snow White, Linda and Broken Hose quartz vein zones at South Golden Promise property by the Companies partner, Crosshair Exploration and Mining Ltd.

2005 Highlights - Golden Promise

The Company spent $300,000 on exploration on the Golden Promise during the fiscal year ended December 31, 2005, of which $147,000 was funded by Partners

In 2005, Placer completed a geochemical program (1,650 samples) that defined several new targets throughout the property that require follow-up trenching.

In the 3^rd and 4^th quarters of 2005, the Company completed seven trenches on the Rushy Pond Grid in the eastern part of the property. One trench exposed minor quartz veining and sulphides while the others exposed no significant mineralization or alteration. No significant gold values were obtained and no further work is planned for this area. Soil sampling and prospecting on License 11057M produced some moderate gold anomalies.

The Company completed a 43-101 technical report on the Golden Promise Property in December, 2005. The Company is seeking for new partners to help it advance the property.

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Crosshair Victoria Lake Option

On February 14, 2003, the Company signed an option agreement with International Lima Resources Corporation, now Crosshair Exploration and Mining Corporation ("Crosshair") whereby Crosshair can earn a 60% interest in the Victoria Lake Option. Under the terms of the agreement, Crosshair must spend $1.75 million over a four-year period and issue a total of 400,000 shares to the Company (100,000 per year). The agreement covers and incorporates the underlying 100% Company owned South Golden Promise Property, Victoria Lake Property and Barren Lake Property.

The Company’s 100% owned South Golden Promise Property is located approximately 40 km southwest of the town of Badger, Newfoundland. The property consists of 8 map-staked licences (1072 claims, 26,800 ha). Since optioning the property in 2003, Crosshair has completed high-resolution helicopter borne magnetic and EM surveys and soil geochemical sampling (4077 samples), leading to the discovery of the Snow White gold prospect. In 2005, a trenching program at the Snow White prospect was successful in exposing a composite quartz vein system over a strike length of 170 m, locally up to 5 metres wide. Highlights from the trenching include a 29.7 g/t Au over 0.5 metres channel sample. Crosshair is planning a diamond drill program to test the Snow White occurrence in 2006.

The Company’s 100% owned Barren Lake property is located approximately 55 kmsouthwest of the town of Badger and 35 km south of the historic mining town of Buchans. The Company has acquired a 100% interest in 2 licences (125 claims, 3125 ha) by completing option payments. The property is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1%. The property is currently optioned to Crosshair under the Victoria Lake Option (see Southern Golden Promise property).

The Company’s 100% owned Victoria Lake Property is located approximately 120 km southwest of the town of Badger and 65km southwest of the historic mining town of Buchans. The property consists of 1 mineral licence (166 claims, 4150 ha) and is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1%. The 2005 summer program, completed by Crosshair consisted of refurbishing approximately 55 line kilometres of old grid and creating 7 line kilometers of new grid. A gravity survey was conducted on the property to further define targets.

Glenwood-Botwood Gold Trend

The Glenwood-Botwood trend properties are located within the Exploits Subzone that forms the eastern part of the Dunnage Tectonostratigraphic Zone on the island of Newfoundland. Rocks of the Exploits Subzone consist of volcanic, volcaniclastic and sedimentary rocks of island-arc and back-arc affinity interpreted to represent vestiges of the Iapetus Ocean. Portions of the greater Glenwood Break property (e.g. Jonathan’s Pond project) straddle rocks of the Gander River Ultrabasic Belt (GRUB), a complex of volcanic rocks interpreted to have ophiolitic affinities which in part demark the eastern boundary of the Dunnage Zone. Plutonic rocks of Ordovician to Silurian age intrude some of the above rocks and host gold mineralization that is being explored by the Company Minerals Corporation at Huxter Lane and Mt Peyton Linear projects.

Most of the exploration being conducted by the Company is focused on structurally controlled, turbidite hosted gold-bearing quartz veins with the best gold deposit analogy being the Bendigo-Ballerat goldfield deposits in the Victoria, Australia. The new drill discovery west of Gander on the JBP Linear property (H-Pond Project) and the nearby Golden Bullet properties highlight the potential for this deposit type that has only recently been recognized in Newfoundland.

JBP Linear Property (H-Pond Project)

The JBP Linear property is located 15 kilometres west of Gander, Newfoundland and approximately 8 kilometres east of the villages of Appleton and Glenwood. Access to the property is excellent with the Trans-Canada Highway crossing the southern portion of the property. Recently constructed logging roads from the highway lead to various points on the property.

In 2001, the Company began acquiring the JBP Linear property by optioning mineral licenses from local prospectors and map-staking selected ground. The property currently consists of five map-staked mineral licences (363 claims, 9,075 hectares) which are in part subject to property option agreements with three local prospectors groups. On completion of one remaining option payment due in August, 2006 on the Lush property agreement ($15,000), the Company will have acquired a 100% interest in the mineral licenses. The optioned properties are subject to up to 3% NSR’s and advanced royalty payments beginning in December 23, 2006.

The property area is underlain by sedimentary rocks of the Davidsville Group, and consists of a monotonous sequence of north-northeast trending grey to black slate and siltstone with minor red slate and sandstone units. The sedimentary rocks metamorphosed to lower greenschist facies and are variably folded and faulted. The finer grained thinner bedded sediments usually display a strong, penetrative cleavage. Quartz veins observed in-situ cross-cut the S₁ foliation and are folded by the F₁ fold system. Significant gold-bearing quartz veins have been discovered at three main sites on the property, specifically the H Pond Prospect, Pocket Ponds Prospect and Lachlan Prospect.

Exploration by the Company since 2002 has included prospecting, soil geochemical surveys, geological mapping, airborne geophysical surveys, and drilling. A total of 4947.5 metres of diamond drilling in 28 holes have been completed on the JBP Linear Property since August 2004. The drilling has focussed on the H Pond and Pocket Ponds Prospects in two drill campaigns from August to September 2004 and January to March 2005.

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The exploration model on the H-Pond project is a turbidite hosted mesothermal gold type deposit similar to the Bendigo-Ballarat goldfield deposits of central Victoria, Australia and Meguma deposits of Nova Scotia, Canada. The Bendigo-Ballarat gold deposits are found in a similar aged orogenic belt (Lachlan Fold Belt) made up of predominately quartz-rich turbidites of sandstone, slate, and silt stone. The sedimentary rocks are tightly folded and variably faulted and is interpreted to strongly controlled the location of the mineralization.

2005 Highlights - JBP Linear property

During the first quarter of 2005, the Company completed a 20 hole, 3,552 metre diamond drilling program that intersected additional high grade gold. The 2005 drilling extended the mineralized zone over a strike length to 450 metres and to a vertical depth of 250 metres. Twelve of the twenty holes that have tested the H-Pond prospect contained visible gold. Significant intercepts for 2005 include:

Hole HP-05-09 - 9.02 g/t Au over 0.8 m (including 15.02 g/t over 0.4 m)

Hole HP-05-11 - 6.91 g/t Au over 1.85 m (including 31.75 g/t over 0.35 m)

Hole HP-05-15 - 9.79 g/t Au over 1.15 m (including 14.40 g/t over 0.5 m)

At the Pocket Pond Prospect, located 3 km south of the H-Pond prospect, a single drill hole intersected a visible gold bearing quartz vein that correlates with gold bearing quartz veining exposed by surface trenching. Significant results include 5.37 g/t Au over 1.55 m (including 13.99 g/t over 0.4 metres) in drillhole HP-05-28. Additional activities on the H-Pond project in 2005 included:

·    Continued prospecting on the property in 2005 led to the discovery of a new gold float occurrence located 2.7 kilometres north-northeast of the previously drilled H-Pond prospect. Samples of the large (80 cm by 75 cm by 65 cm) angular gold bearing boulder collected by the Company prospectors assayed 25.68 oz/t gold (798.87 g/t), 18.39 oz/t gold (572.03 g/t), 16.38 oz/t gold (509.40 g/t), 17.12 oz/t gold, (532.60 g/t) and 8.00 oz/t gold (248.68 g/t).

·    Channel sampling and geological mapping of 2004 trenches in the Lachlan area (~6 kilometres south of the H-Pond discovery). A total of 140 channel samples were collected. The highest gold value were 962 ppb Au over 1.0 m, 790 ppb Au over 1.0 m, 715 ppb Au over 0.5 m, and 645 ppb Au over 0.5 m. There are no immediate plans for follow-up work at the Lachlan area, which comprises a small portion of the H-Pond project.

·    A 2-week geological mapping program completed on the H-Pond trend focused on gathering more structural information and characterizing the morphology and nature of mineralized quartz veins and the host bedrock.

·    The Company completed a 43-101 technical report on the H-Pond project (JBP Linear property) in December 2005 and it is available on the Sedar website at

The new gold float occurrence is a further indication that the H-Pond system is extensively developed on the Company claims. The Company controls approximately 35 kilometres of strike potential along this prospective belt. Drilling and trenching is planned for H-Pond prospect and the new discovery area in 2006.

Crosshair Glenwood-Wings Property Option

In February 2003, the Company optioned a 60% interest in the Glenwood Break Property and the Wings Point Property to Crosshair Exploration Mining Corp. (“Crosshair”) through two option agreements in consideration for Crosshair incurring $2.0 million and $1.5 million, respectively in exploration expenditures and issuing 800,000 common shares (400,000 issued) to the Company.

The 100% Company owned Glenwood Break Property is located approximately 15 kilometres west of the town of Gander, Newfoundland and consists of six mineral licences (739 claims, 18,475 hectares). Three of the mineral licenses (22 claims) are subject to sliding-scale NSR of 2% to 3% depending on the price of gold and advance royalty payments of $10,000 per year beginning on December 23, 2006. In 2005, Crosshair completed 5 diamond drill holes (642 meters) on the Glenwood property. All drill holes intersected multiple zones of brecciated, quartz veined sedimentary and intrusive rock variably mineralized with pyrite and arsenopyrite. Significant results include: Hole CD-05-3 - 1.31 g/t Au over 0.80 meters and Hole CD-05-4 - 1.92 g/t Au over 1.60 meters (including 5.17 g/t Au over 0.55 meters).

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The 100% Company owned Wings Point Property is located 40 km north of Gander, Newfoundland and consists of 7 licences (124 claims, 3100 hectares). The claims are subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%. The Company must make annual advance royalty payments of $10,000 beginning May 14, 2007. In 2005, Crosshair completed a Phase 2 diamond drilling program of nine holes (678 meters) designed to follow up on the successful Phase 1 program completed in June 2004. Thirteen of the 20 drill holes intersected gold mineralization that was targeted the 2002-2003 trenching results that included 9.41 g/t Au over 4.25 meters (trench 9) and 15.25 g/t Au over 3.00 meters (trench 7) have intersected gold mineralization. Highlights from the 2004-2005 drill programs include:

Hole WP-1 -10.22 g/t Au over 3.35 m (2004)

Hole WP-3 -1.15 g/t Au over 4.00 m (2004)

Hole WP-4 -1.12 g/t Au over 6.95 m (2004)

Hole WP-5 - 3.65 g/t Au over 2.32 m (incl. 10.30 g/t Au over 0.53 m) ( 2004)

Hole WP-19 - 4.18 g/t Au over 2.00 m (2005)

Hole WP-18 - 5.22 g/t Au over 1.20 m (2005)

In September 2005, Crosshair elected to withdraw from the Glenwood and Wings Option agreements with no earned interest in either property. The Company will review plans for both properties and look to new partnerships to advance them.

Meridian Huxter Lane Property Option

In 2004, the Company optioned the Huxter Lane Property to Meridian Gold Company. Under the terms of the agreement, Meridian can earn a 55% interest in this 1350 hectare property by spending $1,000,000 over a period of three years, make underlying cash payments to the vendor, and paying the Company approximately $61,400. Meridian may earn an additional 10% by funding the project to a bankable feasibility study and an additional 5% (for a total interest of 70%) by funding all costs to a positive production decision.

The property is located approximately 50 kilometres south of the community of Grand Falls-Windsor, Newfoundland. The Company has earned a 100% interest in the 4 mineral licenses (54 claims, 1,350 hectares) by completing option payments. The property agreement is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%. Annual advance royalty payments of $10,000 begin on May 14, 2007.

In 2005, Meridian funded a systematic program of soil geochemical sampling, prospecting and IP ground geophysical surveying. Trenching and channel sampling programs carried out in the fall of 2005 by the Company have uncovered widespread mineralization in trenches over an area of ~550 m in the porphyry as well as contact zones between the porphyry and ultramafic. Highlights of sampling to date include: 6.87 g/t Au over 2.6 m, 6.08 g/t Au over 2.9 m and 4.19 g/t Au over 3.2 m. Two channel samples from the Mosquito Hill Occurrence returned 15.3 g/t over 0.8 meters and 12.6 g/t over 0.45 meters. Proposed work for 2006 includes a high-resolution airborne magnetic/electromagnetic survey over the property and a minimum 1000 meter diamond drill program targeting the Mosquito Hill mineralization.

Jonathans Pond property

The property is located approximately 15 km north northwest of Gander, Newfoundland and easily accessed by a network of logging roads. The property consists of 4 mineral licences (320 claims), three of which are subject to option agreements with local prospectors On completion of one remaining option payment due in August, 2006 ($15,000), the Company will have acquired a 100% interest in the mineral licenses. The optioned properties are subject to NSR’s of up to 2.5%. The Company is reviewing plans for the properties and seeking a partner to advance this property.

Golden Bullet property

The Golden Bullet property is located approximately 16 km west of Gander, Newfoundland. The Company can acquire a 100% interest in 1 mineral licence (46 claims, 1150 ha) by making option payments totaling $197,000 ($145,000 paid) and 78,000 common shares (57,000 paid) over 4 years. The property is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $2.25 million with a right of first refusal on the remaining 1.0%. The Company must make annual advance royalty payments of $25,000 beginning May 14, 2007. The company is reviewing plans for the property and will consider new partnerships to advance the project.

Appleton property

The Appleton property is located13 kilometres west of Gander, Newfoundland. The Company can acquire a 100% interest in 1 mineral licence (21 claims, 3150 hectares) by making option payments totaling $59,360 ($23,360 paid) over 3 years. The property is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%. The Company must make annual advance royalty payments of $20,000 beginning March 10, 2009.

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Bowater property

The Bowater property is located17 kilometres west of Gander, Newfoundland, The Company can acquire a 100% interest in 1 mineral licence (6 claims, 150 hectares) by making option payments totaling $195,000 ($15,000 paid) over 5 years. The property is subject to a 2.0% to 3% sliding-scale NSR relative to the price of gold. Fifty percent (50%) of the NSR is purchasable by the Company at anytime for $250,000 for each 0.25% with a right of first refusal on the remaining NSR. No work was completed on the property during 2005 and the Company is seeking a partner to advance this project.

Mt. Peyton Linear property

The Mt. Peyton property is located 15 kilometres west of Gander, Newfoundland. The Company has acquired a 100% interest in 9 mineral licences (115 claims, 2,875 hectares) by completing option payments. The property is subject to a 2.0% to 3% sliding-scale NSR relative to the price of gold. Annual advance royalty payments of $10,000 begin on December 23, 2006. Planned work for 2006 comprises prospecting and soil sampling. The Company is seeking a partner to advance this project.

TCH Property

The TCH Property is located approximately 35 kilometers northwest of Gander, Newfoundland, and is contiguous with the north boundary of the Mt Peyton Linear property. The Company has acquired a 100% interest in 2 mineral licences (22 claims, 150 hectares) by completing option payments. The property is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%. Annual advance royalty payments of $10,000 begin on May 14, 2007. No work was completed on the TCH Property in 2005 and the Company is seeking a partner to advance this project.

Avalon Gold Trend

The Avalon Gold Trend (Berg property) is located within the eastern Avalon high-alumina belt (EAHAB), an extensive zone of epithermal-style hydrothermal alteration located along the eastern margin of the late Neoproterozoic (590-570 Ma) volcano-plutonic core of the Avalon Peninsula. The host rocks are part of a thick subaerial succession of welded and variously flattened, rhyolitic to dacitic, pumice-rich ash-flow tuffs, stratigraphically associated with dome-facies flows, plugs and breccias of broadly similar composition. These rocks are favorable hosts to low sulphidation high-grade gold-silver vein systems that are the exploration target for the Company. Historically, the trend has seen very little exploration for this gold target type, except for a short period of exploration by Fort Knox Gold Resources in 1998-1999 that included a total of 6 diamond drill holes.

The Bergs property is located approximately 12 kilometres west from St. John, Newfoundland and surrounds the community of Conception Bay South. The property consists of two optioned mineral licences (271 claims) covering 6775 hectares. The Company has earned 100% interest in the property from local prospectors and is subject a 2% NSR of which 1% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1%. Annual advance royalty payments of $15,000 per year begin in November, 2007.

In 2004, the Company optioned the property to IAMGold whereby IAMGold was required to spend $3 million over a four-year period to earn an initial 55% interest in the 140 square kilometre gold project located in southeastern Newfoundland, including a firm commitment to spend $500,000 before February 2005. In January 2005, IAMGold notified the Company of its decision to terminate its option on this property. The Company retains 100% interest in the property and is seeking a partner to advance this project.

New World Gold Trend

The New World Gold Trend (New World property) is hosted within the Dunnage Mélange, which comprises large heterolithic clasts/blocks and mega-boudins of felsic volcanics, gabbro, pillowed mafic volcanic, siliciclastic and calcareous sedimentary rocks within a shale/silstone/volcaniclastic matrix. The Mélange has been intruded by the Coaker Porphyry. The Company is targeting pervasively altered, gold-bearing quartz-carbonate veined porphyry units and broad zones of gold-bearing quartz vein hosted within the Dunnage Mélange. The Dunnage Melange is overlain by a sequence of black graphitic shale (the Dark Hole Formation). Fault zones transect the contact area and the faults and ductility contrast between litholgies are thought to represent a strong control on gold mineralization.

The New World property is located on New World Island (central Newfoundland) approximately 75 km north of the town of Gander. The Company has earned a 100% interest in the three mineral licenses (231 claims) by completing cash payments of $57,000 and issuing 45,000 common shares over 3 years. The property is subject to a 2.0% NSR of which 50% can be purchased by the Company for $1,000,000 with a right of first refusal on the remaining 1.0%. The Company must make annual advance royalty payments of $15,000 beginning April 19, 2007. The Company is planning a high-resolution airborne magnetic and electromagnetic survey and diamond drilling program (800 m) for 2006.

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Star Track Gold Trend

The Startrack Gold Trend (Startrack property) is underlain by rocks of the Gander Group that are further divided into early to middle Ordovician Indian Bay Big Pond Formation, Cambrian to Early Ordovician Jonathan’s Pond Formation, and the Square Pond Gneiss. Exploration by the Company confirms the presence of a prospective vein-hosted gold system characterized by broad zones (trends) of alteration and silicification with associated pyrite, arsenopyrite, stibnite and gold mineralization.

The Startrack property is located approximately 16 kilometers east of Gander, Newfoundland near the town of Benton. The Company has an option to acquire a 100% interest in the property (1 mineral licence, 158 claims, 3950 hectares) by completing cash payments of $30,000 by June, 2006. The property is subject to a 2% NSR of which 50% can be purchased for $1,000,000. No work was conducted on the property in 2005. The company is looking for a partner to advance this project.

Base Metal Properties

The Point Leamington and the Seal Bay base metal properties lie within the Exploits Subzone of the Dunnage tectonostratigraphic zone of the Newfoundland Appalachians. Base metal mineralization at both properties is hosted by felsic volcanic rocks in the Side Harbour Formation of the Early Ordovician Wild Bight Group. The Harpoon, Victoria Lake and Lake Douglas properties are located in the prospective Victoria Lake Group (or equivalent stratigraphy), a volcanic rock sequence hosting several significant VMS deposits and prospects (Duck Pond Deposit, Boomerang Deposit).

Point Leamington Property

The Company acquired a 100% interest in a mining lease in the Point Leamington area for which the Company paid an aggregate of $33,532 and issued 100,000 common shares. The property is subject to a 2% NSR royalty, of which the Company may purchase 0.5% for $500,000. The Point Leamington Property consists of one mining lease and two mineral licences, covering a total area of approximately 638 hectares. The property is 26 kilometres north of Grand Falls, Newfoundland and is accessible by bush roads. Geographic co-ordinates of the property centre are approximately 49°16’30” latitude north and 55°38’00” longitude west.

During 2004, the Company completed an option agreement with TLC Ventures Corp. (“TLC”), whereby TLC can acquire a 100% interest in the Point Leamington Property located on the island of Newfoundland in exchange for 150,000 common shares of TLC and $125,000 in cash. TLC is required to issue an additional 75,000 and pay $75,000 in cash on each of the next two anniversary dates of the agreement. If TLC were to sell the property during the option period, the Company would receive 50% of the gross proceeds less consideration already paid by TLC. The Company retains the right of first refusal to purchase a 2% NSR royalty. Also see ITEM 7B - Related party transactions.

Drilling by Noranda (79 holes, 25,006m), the Company (12 holes, 3,818m, and TLC Ventures (5 holes, 2,402m) has defined a large massive sulphide deposit.

Seal Bay Property

The Seal Bay property is located on the western side of Seal Bay, 90 km northwest of the town of Gander and 50 km north of the town of Grand Falls-Windsor, Newfoundland. The property is subject to an earn-in option to Joint Venture agreement with Falconbridge whereby the Company can earn a 51% interest by spending $700,000. The Company must make additional expenditures of $200,000 in 2005 to earn its 51%. The company completed a 4 drillhole diamond drill program (1114 metres) in December 2005. Significant results from the drilling include:

Hole SB05-10ext: 101 ppm Cu, 363 ppm Pb, 2162 ppm Zn, 111 ppb Au, 10.7 g/t Ag over 10.5 metres

Hole SB05-16ext: 188 ppm Cu, 3.5 ppm Pb, 199 ppm Zn, 5 ppb Au and 0.2 g/t Ag over 16.5 metres

The Company has earned a 51% interest in the Seal Bay property and will look to form a JV agreement with Falconbridge in 2006.

West Cleary Property

The Company has earned a 51% interest in a mineral license by incurring exploration expenditures of $81,387. No work was conducted on the property in 2005. The Company is planning a short (350 m) drill program for the first quarter of 2006.

Victoria Lake 10188M Property

The Victoria Lake 10188M Property is located approximately 110 km southwest of the town of Badger, Newfoundland and 65 km southwest of the historic mining town of Buchans. The Property consists of 2 mineral licences (139 claims, 3475 ha).

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The Company can earn 100% interest in the property by making cash payments totaling $60,000 ($15,000 paid) and 40,000 Company shares (5,000 paid). The agreement is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%. Forty-nine (49) claims are subject to the Victoria Lake Agreement with Crosshair as they lie within the 2 km AOI defined under that agreement. During 2005 the Company completed a short prospecting program on the property.

Harpoon Property

The Harpoon Brook Property is located approximately 80 km southeast of Grand Falls-Windsor, Newfoundland and 17 km south of the community of Millertown. The Company can acquire a 100% interest in the 5 mineral licences (225 claims, 5625 ha) by completing option payments totaling $95,000 ($25,000 paid) and 10,000 common shares (10,000 paid) over 3 years. The property is subject to a 2.0% NSR of which 1.0% can be purchased by the Company for $1.0 million with a right of first refusal on the remaining 1.0%. Recommended work for 2006 includes a high-resolution airborne magnetic and electromagnetic survey, prospecting, soil and till sampling, and trenching of geochemical targets.

Lake Douglas Property

Subsequent to December 2005, the Company acquired the right to earn a 100% interest in the Lake Douglas property. The Company can earn a 100% interest in two property agreements (Lake Douglas West and Lake Douglas East) by spending an aggregate $500,000 and issuing 175,000 common shares over a 5 year period (2006 - 2011). The property vendors retain 2.0% NSR, of which 1.0% is purchasable by the Company for $1,000,000, with a right of first refusal on the remaining 1.0%.

UNITED STATES OF AMERICA

The Company has interests in several USA properties that are owned by its 60.4% subsidiary, Toquima Minerals Inc. These properties are described below under Investments.

INVESTMENTS

The Company has two significant investments, a 60.4% interest in subsidiary Toquima Minerals Corporation (“Toquima”) that holds gold and base metal exploration properties in the States of Nevada and Alaska in the United States and a 38.8% interest in Africo Resources Ltd. (“Africo”), a private B.C. Company that controls an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo.

Toquima Minerals Corporation

ALASKA

Palmer Property

Rubicon’s 60.4% owned subsidiary, Toquima, has an exclusive 99 year mining lease on 340 federal mining claims located near Haines, Alaska.

To maintain the lease, Toquima is required to make annual advance royalty payments of US$42,500 and pay annual assessment fees to the Federal Bureau of Land Management of US$34,000. Toquima was also required to issue a total of 200,000 common shares (issued). The lease is subject to a 2.5% net smelter return (“NSR”) royalty of which Toquima may purchase portions of the NSR up to a maximum of 1.5% as follows: 0.5% for US$1,000,000 at any time before the sixth anniversary of the date of the mineral lease; 0.5% for US$2,000,000 before the seventh anniversary; and 0.5% for US$3,000,000 before the tenth anniversary. Toquima has a right of first refusal to purchase the NSR or any portion thereof at any time during the term of the lease. The advance royalty payments are deductible from the NSR royalty.

The project is in rugged but accessible terrain located 40 miles by paved highway and bush road from the deep-sea port of Haines, Alaska. Topography ranges from moderate to rugged with elevations ranging from 1000’ to 5500’ above sea level. The property is close to infrastructure and services and the paved Alaska Highway is located approximately 1 mile to the east of the property. Showings on the property are best accessed by helicopter although cat trails have been established to access showings in the Main Zone area. Active placer gold mining and logging activities are carried out in the area of the property. The Palmer Property lies in the Alexander geological Terrane within marine sedimentary and mafic to felsic volcanic rocks of Devonian to Triassic age.

Due to lack of funding, no exploration was carried out on the Palmer property in 2005.

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NEVADA

Iowa Canyon Property

Toquima acquired an option to purchase a 100% interest in 79 ICP claims located in Lander County by making a minimum of US$151,666 in option payments within 20 years, paying a production royalty 1.0% to 1.33% depending on the price of gold; issuing 187,500 common shares over four years and upon completion of a positive feasibility study, issuing 450,000 common shares and paying US$1,000. Toquima has the option to acquire half of the royalty for US$500,000 per one-half percentage point.

Toquima also acquired an option to purchase three lode claims comprising the Chem property, located adjacent to the ICP claims, in consideration for a cash payment of US$100,000 on or before February 27, 2007 and incurring US$20,000 annually in exploration costs or a US$5,000 payment in lieu of exploration; subject to a production royalty of 2.00%, of which 1.00% can be purchased for US$1,000,000.

Flynn Property

Toquima acquired an option to purchase a 100% interest in 91 claims located in Eureka County by making a minimum of US$151,666 in option payments within 20 years, paying a production royalty 1.0% to 1.33% depending on the price of gold; issuing 187,500 common shares over four years and upon completion of a positive feasibility study, issuing 450,000 common shares and paying US$1,000. At December 31, 2004 the property consisted of 99 claims. Toquima has the option to acquire half of the royalty for US$500,000 per one-half percentage point.

Leach Hot Springs Property

Toquima acquired an option to purchase a 100% interest in 118 claims located in Pershing County by making a minimum of US$450,000 in option payments within 20 years, paying a production royalty 3.0% to 4.0% depending on the price of gold. At December 31, 2004 the property consisted of 100 claims. Toquima has the option to acquire half of the royalty for US$500,000 per one-half percentage point.

During 2005, Toquima signed a joint venture agreement with Newmont Mining Corporation (“Newmont”) whereby Newmont can earn a 60% interest in the property by spending US$2,000,000 on exploration over a four year period.

During the year, Newmont completed a 22-hole, 12,285 foot reverse circulation drill program on the property.

Dome/HiHo Property

Toquima acquired an option to purchase a 100% interest in 24 claims comprising the Dome claims, located in Lander and Elko Counties by making a minimum of US$151,666 in option payments within 20 years, paying a production royalty 1.0% to 1.33% depending on the price of gold; issuing 187,500 common shares over four years and upon completion of a positive feasibility study, issuing 450,000 common shares and paying US$1,000. Toquima has the option to acquire half of the royalty for US$500,000 per one-half percentage point.

Toquima also acquired an option to purchase 480 acres of land, including 20 lode claims comprising the HiHo property, situated in Lander and Elko Counties, in consideration for a cash payment of US$200,000 on or before April 13, 2006 and incurring US$50,000 annually in exploration costs; subject to a production royalty of 2.00%, of which 1% can be purchased for US$1,000,000.

During 2005, Toquima signed a joint venture agreement with Piedmont Mining Company (“Piedmont”), whereby Piedmont can earn a 51% interesst in the property by making US$71,000 in cash payments and by spending US$2,000,000 on exploration over a four year period.

Piedmont completed a 14 hole, 5,315 ft drill program on the HiHo portion of the property in November 2005.

Golconda Summit Property

Toquima acquired an option to purchase a 100% interest in 62 claims located in Humboldt County by making a minimum of US$151,665.94 in option payments within 20 years, paying a production royalty 1.0% to 1.33% depending on the price of gold; 187,500 common shares over four years and upon completion of a positive feasibility study, issuing 450,000 common shares and paying US$1,000. Toquima has the option to acquire half of the royalty for US$500,000 per one-half percentage point.

Willow Property

Toquima acquired an option to purchase 480 acres of private land accompanying 89 claims located in Elko County by making option payments as follows: US$10,000 on signing; payments for seven years escalating from US$15,000 to US$50,000; thereafter US$50,000 annually until the purchase option price of US$250,000 is paid. The property is subject to a net smelter

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royalty of 3% when the gold price is less than US$500 per ounce and 4% when it is greater than US$500 per ounce. Toquima can repurchase up to 50% of the royalty for US$500,000 for each ½ percent. Toquima is obligated to issue 450,000 common shares upon completion of a positive feasibility study.

Loomis Property

Toquima owns 54 claims located in Elko County and is obligated to issue 450,000 common shares upon completion of a positive feasibility study.

Swales Mountain Property

Toquima acquired an option to purchase a 100% interest in 228 lode mining claims situated in Elko County Nevada by reimbursing costs of US$38,886 and incurring a total of US$500,000 in exploration work or cash payments prior to June 23, 2008. The property is subject to a net smelter return royalty of 2.0%.

Pine Grove Property

Toquima acquired an option to purchase a 100% interest in the PGT claims comprising of 138 lode mining claims situated in Lyon County, Nevada. In order for Toquima to earn its interest, Toquima must make a total of US$1,000,000 in advance royalty payments within 17 years of signing the agreement and to issue 150,000 common shares. If Toquima is unable to achieve a public listing within the first anniversary date of the agreement, the total advance royalty payments increase to US$1,080,000. The property is also subject to a net smelter return royalty of 3.0% to 4.0%, depending on the price of gold. Toquima has the option to acquire 2% of the royalty for US$1,000,000 per one-half percentage point.

During 2005, Toquima signed a binding letter of intent with Romarco Minerals Inc. (“Romarco”) whereby Romarco can earn a 60% interest in this property by spending US$2,000,000 on exploration over a five-year period.

Currant Creek Property

Toquima acquired an option to purchase a 100% interest in 38 lode claims located in Elko County by reimbursing costs of US$10,554 and incurring a total of US$500,000 in exploration work or cash payments prior to June 23, 2008. The property is subject to a net smelter return royalty of 2.0%.

Plan of Arrangement - Sale of Toquima interests

On February 8, 2006 the Rubicon agreed to a plan of arrangement whereby all of the Company’s shares of Toquima Minerals Inc. will be acquired by Carlin Gold Corp. (“Carlin”). Consideration to Rubicon will consist of 4.3 million shares of Carlin (approximately 13% of outstanding Carlin shares after the arrangement) and 3.5 million shares (26%) of a new company (“Newco”) that will own Toquima’s Palmer, Alaska project. Should “Newco” be unable to complete an initial public offering, Rubicon will receive 3.5 million more Carlin shares (7%) of Carlin, instead of the “Newco” shares and the Palmer property will remain a property of Carlin through its subsidiaries. The plan of arrangement is subject to shareholder, court and regulatory approval.

At December 31, 2005 Rubicon adjusted downward it’s investment in Toquima and allocated the write-down on a pro-rata basis to the carrying amounts of the Palmer and Nevada properties to reflect the “Newco” and/or Carlin shares that will ultimately be received in exchange for these interests, plus the current $407,479 non-controlling interest in the net assets of Toquima, which will also be eliminated on the disposition of that company. The adjusted $1,265,000 net carrying amount reflects approximately 7.9 million shares at $0.16 per share based on the trading price of Carlin shares on January 12, 2006, which was the date that the managements of Toquima and Carlin signed a Letter of Understanding in respect to the Plan of Arrangement.

Africo Resources Ltd.

At December 31, 2005, the Company held a 37.4% interest in Africo Resources Ltd. (“Africo”), a private B.C. company that controls an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo (the Kalukundi deposit). The Company accounts for this investment on an equity basis.

During the year, Rubicon invested a further $4.2 million through Africo private placements to bring its ownership in Africo to 7.3 million shares or 37.4%. An additional 284,401 shares were purchased in January 2006 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 43-101 compliant mineral resource statement from Africo Resources Ltd. prepared by RSG Global Ltd. of Perth, Australia, for the Kalukundi deposit (see Sedar filings for technical report). The new estimate, which updates the previously released Inferred Resource, is based on incorporation of 61 additional drill holes which comprise part of the ongoing feasibility study.

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Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources.

This section uses the terms “measured” and “indicated resources.”We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities Commission does not recognize them.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

This section uses the terms “inferred resources.”We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities Commission does not recognize it. “Inferred 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-feasability studies, except in rare cases.

Highlights of report

Measured & Indicated Resource category: 12.15 million tonnes grading 2.45% copper and 0.61% cobalt between surface and 200 metres below surface. Of these combined categories, 79.4% of the resources are classified as Measured Resources.

Inferred Resource category: 15.02 million tonnes grading 2.63% copper and 0.58% cobalt between surface and 200 metres below surface.

Independent consultant, RSG Global, indicates there is exploration potential for approximately 16 million tonnes of additional resources by carrying out further drilling below 200 metres.

In addition to the reported resources, there exists a number of other areas of surface oxide mineralization on the property, not yet evaluated. These are considered to be high priority drill targets by Africo and are thought to hold potential for additional resources. Thus, Africo is planning to undertake additional drilling to further assess the resource base below 200 metres.

The resource statement contained herein was prepared by Dr. Julian Verbeek MAusIMM, Principal Consultant for RSG Global of Perth, Australia, in accordance with National Instrument 43-101. Rubicon Minerals' qualified person, as defined by National Instrument 43-101, is David Adamson, PhD, President and CEO of Rubicon Minerals Corporation. See the news release dated February 8, 2006, filed on Sedar and our web-site for additional information on this report.

The resource reported above forms part of an ongoing feasibility study on the Kalukundi deposit which is expected to be delivered before the end of April, 2006.

C. Organizational Structure

As at December 31, 2005, the Company had one active subsidiary, Toquima Minerals Corporation (60.4%) which is included in the accounts of the Company.

In addition, the Company owned 37.4% of Africo Resources Ltd., a long-term investment which is accounted for on an equity basis.

Both companies are incorporated in the Province of British Columbia.

D. Property, Plants and Equipment

The Company does not have any material tangible fixed assets.

Item 5. Operating and Financial Review and Prospects

This Management Discussion and Analysis (“MD&A”) includes financial information from, and should be read in conjunction with, the audited annual financial statements for the fiscal year ended December 31, 2005. Please refer to the cautionary notices at the end of this MD&A. 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 10 of the audited consolidated financial statements of the Company for reconciliation between Canadian and United States GAAP.

CRITICAL ACCOUNTING ESTIMATES

The Company’s accounting policies are described in Note 2 of the consolidated financial statements for the year ended December 31, 2005. The Company considers the following policies to be most critical in understanding its financial results:

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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 interests

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.

Under US GAAP, all acquisition and exploration costs are expensed.

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 and expensed or recorded as share issue costs at the date of grant, 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.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Comprehensive Income, CICA Handbook Section 1530

Section 1530 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.

Section 1530 applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2006. Earlier adoption is permitted only as of the beginning of a fiscal year ending on or after December 31, 2004. The Company plans to adopt this standard for its fiscal year ending December 31, 2007. Financial statements of prior periods are required to be restated for certain comprehensive income items. In addition, an enterprise is encouraged but not required to present reclassification adjustments, in comparative financial statements provided for earlier periods.

An entity adopting this Section for a fiscal year beginning before October 1, 2006 must also adopt Section 3855 - Financial Instruments - Recognition and Measurement.

The expected effect of this new accounting policy on the Company’s financial statements cannot be reasonably determined at this time but it is not expected to have a significant impact on the Company’s business.

Equity, CICA Handbook Section 3251

Section 3251 replaces Section 3250 - Surplus. It establishes standards for the presentation of equity and changes in equity during a reporting period.

Section 3151 applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2006. Earlier adoption is permitted only as of the beginning of a fiscal year ending on or after December 31, 2004. The Company

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plans to adopt this standard for its fiscal year ending December 31, 2007. Financial statements of prior periods are required to be restated for certain specified adjustments. For all other items, comparative financial statements presented are not restated, but an adjustment to the opening balance of accumulated other comprehensive income may be required.

An entity adopting this Section for a fiscal year beginning before October 1, 2006 must also adopt Section 3855 - Financial Instruments - Recognition and Measurement, Section 3865 - Hedges and Section 1530 - Comprehensive Income.

The expected effect of this new accounting policy on the Company’s financial statements cannot be reasonably determined at this time but it is not expected to have a significant impact on the Company’s business.

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

In March of 2004, the CICA Emerging Issues Committee issued its recommendation for accounting treatment of the renunciation of flow-through shares. The recommendations were to take immediate effect and the Company adopted them at that time.

The consensus reached was that a future income tax liability should be recognized upon the renunciation of flow-through shares and shareholder equity should be reduced. In the case where a company has written-down future tax assets arising from loss carryforwards or deductible temporary differences, then those write-downs should be 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.

Pursuant to this new policy, the Company recorded a $1 million future income tax recovery upon renouncing exploration expenditures in February of 2005.

A. Operating Results

Fiscal year ended December 31, 2005 compared to Fiscal year ended December 31, 2004

For the fiscal year 2005, the Company incurred a net loss of $2.3 million ($0.04 per share) compared to a net loss of $4.1 million ($0.07 per share) incurred in fiscal year 2004, a decrease in net loss of $1.7 million.

Significant items making up this increase were as follows:

·    Investor relations expense increased by $140,000 due to a combination of the engagement of Renmark Financial for investor relations services, salary increases for the Vice President Investor Relations and increased travel and conference costs.

·    Salary expense was higher by $100,000 due to a combination of a payment, pursuant to a settlement agreement, to Michael Gray, the former Vice-President Exploration, new director’s fees for independent directors and hiring fees for the new CFO and accountant.

·    Stock based compensation was down by 300,000 due to lower fair values and later vesting in current agreements.

·    Re-organization costs represent the costs associated with the planned split up of the company as discussed below under re-organization.

·    Property write-offs were down by $1.3 million.

·    Option receipts and administration fees in excess of property costs 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 down by $600,000. In the current year this represented sale of junior mining stocks received from optionees of the Companies properties including ERD properties. In the prior year the gain was from the sale of Africo shares only.

·    Gain on settlement of debt of $100,000 was a consequence of a reduction of legal fees charged to the subsidiary, Toquima Minerals Corp. for its IPO that was not completed.

·    Increase in loss on equity investment of $263,000 represents the Company’s percent interest in the estimated losses of Africo Resources Ltd.

·    The $1million, non-cash, future income tax recovery item recorded in 2005 reflects the reinstatement of unrecorded prior tax loss benefits, due to the renunciation, in February 2005, of flow-through share expenditures.

Fiscal year ended December 31, 2004 compared to Fiscal year ended December 31, 2003

For the fiscal year 2004, the Company incurred a net loss of $4.1 million ($0.07 per share) compared to a net loss of $2.3 million ($0.05 per share) incurred in fiscal year 2003, an increase in net loss of $1.8 million.

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Significant items making up this increased loss were as follows:

·    The Company wrote off $1.7 million in deferred property costs during fiscal year 2004 compared to $0.2 million in fiscal 2003, an increase of $1.5 million. Write-offs are taken, of the costs of particular properties, whenever the company concludes, based on results of exploration or other economic factors, that further work is not warranted.

 ·    Salary expense increased in fiscal year 2004 by $0.2 million with the hiring of additional staff and salary increases. The Company notes that, due to the competitive market driven by high commodity prices and demands, that incentives for key employees forms an important element in maintaining its competitive advantage. In making these determinations, the board of Directors has relied, in part, on external third party recommendations.

·    Office expense increased in fiscal year 2004 by $0.1 million due primarily to new Director and Officer’s insurance costs.

·    Stock based compensation increased in fiscal year 2004 by $0.4 million partly with the granting of a higher number of employee options (1,435,000 share options in fiscal year 2004 versus 895,000 share options in fiscal year 2003) and partly due to a higher fair value of the options granted. The increase in consulting fees was primarily due to the stock based compensation for options granted to a consultant.

·    The higher operating expenses were partly offset by an increase in gain on the sale of investments. The Company recorded a gain of $0.7 million in fiscal year 2004 compared to $19,703 in fiscal year 2003, an increase of $0.7 million. Most of the gain was generated from the resale of part of its initial investment in shares of Africo Resources Ltd.

·    The Toquima IPO costs included a substantial amount of legal, professional fees and other costs associated with the proposed listing of Toquima on the TSX Venture Exchange. The listing was not completed.

Investing Activities - Fiscal year ended December 31, 2005

For the fiscal year 2005, the Company spent $6 million on mineral property acquisition and exploration. Of that amount the Company recovered $1.4 million of exploration expenditures and option payment from optionees of the Company’s properties. In addition, the Company issued 159,000 common shares valued at $152,000 and paid $.5 million cash both as option payments to vendors.

The Company invested an additional $4.0 million to acquire common shares in Africo to maintain its equity percent interest in Africo at close to 38%.

Investing Activities - Fiscal year ended December 31, 2004

For the fiscal year 2004, the Company spent $9.1 million in exploration costs and cash option payments (including $0.8 million spent by Toquima). The Company used $5.0 million from its working capital reserve, recovered $3.9 million (45% of total exploration costs, excluding Toquima) from joint venture partners and other parties and received $0.2 million in management fees. In addition, the Company issued 123,827 common shares valued at $0.2 million to pay property share option payments to vendors and received $0.6 million in common shares from option holders.

The Company invested $4.0 million (including due diligence costs) to acquire common shares in Africo and subsequently sold part of its investment in Africo for cash proceeds of $2.3 million with a net gain of $0.7 million. The Company as at December 31, 2004 held 35.6% of Africo at a carried cost of $2.4 million.

SUMMARY OF QUARTERLY RESULTS (Based on Canadian GAAP)

Quarter	2005 Fourth	2005 Third	2005 Second	2005 First	2004 Fourth	2004 Third	2004 Second	2004 First
Interest and miscellaneous income	$ 26,202	$ 6,637	$ 14,977	$ 34,416	$ 32,033	$ 27,484	$ 41,140	$ 49,361
Gain (loss) on sale of investments	$(20,592)	$(19,077)	$ -	$116,434	$ 14,747	$ 682,161	$ (2,139)	-
Net loss	$1,637,596	$ 647,715	$657,611	$299,464	$2,043,399	$377,943	$675,878	$985,616
Basic and fully diluted net loss per share	$ 0.03	$ 0.01	$ 0.01	$ 0.01	$0.03	$0.01	$0.01	$0.02

B. Liquidity and Capital Resources

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Fiscal year ended December 31, 2004

The Company had a working capital position (excluding minority interest amount of $0.5 million) of $6.4 million as at December 31, 2004 compared to $11.6 million (excluding minority interest amount of $0.7 million) as at December 31, 2003. The working capital position also does not include $3.2 million (at cost) in investments in a number of publicly listed and private companies ($0.4 million - December 31, 2003) and the final tranche of a flow-through financing of $1.2 million (net of costs) completed in January 2005.

During fiscal year 2004, the Company issued 2,093,412 flow through common shares raising $2.5 million (net of cash costs of $0.4 million), issued 525,161 common shares from the exercise of warrants for cash proceeds of $0.6 million and issued 79,000 common shares from the exercise of options for cash proceeds of $0.1 million for total net cash proceeds of $3.2 million ($16.5 million - fiscal year 2003).

Subsequent to December 31, 2004, the Company issued an additional 1,000,000 flow through common shares raising approximately $1.3 million (net of cash costs of $0.1 million). Gross proceeds from the flow through financing completed in December 2004 and January 2005 are expected to be all spent in 2005 primarily on the Company’s McFinley property in Red Lake Ontario and on the H-Pond property in Newfoundland with portions allocated to other Red lake and Newfoundland properties.

The Company disposed of part of its investments, including part of its initial purchase of Africo shares for proceeds of $2.5 million.

The Company’s major source of financing is from the sale of shares issued from treasury, the exercise of stock options and warrants, if any, and the sale of available investments. The Company has sufficient funds (including proceeds from share issuances in January and February 2005) to meet its working capital requirements and property maintenance costs, to carry out some exploration of its mineral properties and investments in other mineral resource companies for the next 12 months. During that period the amount of funds available for exploration of its mineral properties, acquisition of additional mineral properties and investments in other mining resource companies are dependent on whether and how much the Company can raise in additional equity financing, the amount of exploration carried out by existing joint venture partners and the ability of the Company to successfully negotiate joint ventures for third party funding of exploration costs.

C. Research and Development, Patents and Licenses, etc.

The Company is a mineral exploration enterprise and does not engage in conventional research and development. It has not incurred research and development expenses or adopted research and development policies within its last three fiscal years. However, the Company conducts extensive mineral exploration activities (see “Item 4A - Information on the Company and Item 4D. Property, Plants, and Equipment, above).

D. Trend Information

The Company is a mineral exploration enterprise. Consequently, there is no production, sales, or inventory in the conventional sense. The Company’s financial success will be dependent upon the extent to which it can discover mineralization and the economic viability of developing such properties. Such development, if initiated, may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty. The Company lacks mineral reserves and to date has failed to produce revenues. See “Item 3 - Key Information - D. Risk Factors - Mineral Exploration and Development” and “Economics of Developing Mineral Properties” above. The sales value of any mineralization discovered by the Company is largely dependent upon factors beyond the Company’s control such as the market value of the metals produced.

Other than as disclosed herein, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon the Company’s net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

The major factors that caused significant variations in net loss were the recording of stock-based compensation when stocks options were granted, the write-down of properties based on a periodic review of such properties, both which have no identifiable trend and the sale of investments.

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E. Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements other than what is disclosed under commitments in note 8 of the consolidated financial statements of the Company under item 17.

F. Tabular Disclosure of 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 Debt Obligations	Nil	Nil	Nil	Nil	Nil
Capital (Finance) Lease Obligations	Nil	Nil	Nil	Nil	Nil
Operating Lease Obligations	$383,417	$79,458	$159,665	$144,294	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	$247,170	$41,944	$125,832	$79,394	Nil

This table includes all contractual obligations.

Item 6. Directors, Senior Management and Employees.

A. Directors and Senior Management

Name, Position and Country of Residence	Principal Occupation or Employment	Period as a Director of the Company	% of time on Company business
J. Garfield MacVeigh Chairman of the Board Resident of Canada	Exploration Geologist; Chairman of the Board of Directors and Director of the Company; President and Director Rubicon Management Ltd.	March 6, 1996 to date	100%
David W. Adamson President, Chief Executive Officer and Director Resident of Canada	Exploration Geologist; President, CEO and Director of the Company; Director, Rubicon Management Ltd.	March 6, 1996 to date	100%
Robert G. Lewis Chief Financial Officer Resident of Canada	Certified General Accountant, CFO of the Company	N/A	100%
William J. Cavalluzzo Vice-President, Investor Relations Resident of Canada	Vice-President, Investor Relations of the Company	N/A	100%
David R. Reid Director Resident of Canada	Lawyer and Senior Partner, Davis & Company	April 6, 2001 to date	5% or as required
Philip s. martin Director Resident of Canada	Principal., P.S. Martin & Associates, Financial Consultants; Director, Southern Era Resources Limited, Beta Minerals Inc. and Asia Now Resources Limited	July 11, 2003 to date	5% or as required
John R. Brodie, FCA Director Resident of Canada	Chartered Accountant, President of John R. Brodie Capital Inc, Retired Partner of KPMG, Director of Far West Mining Ltd. and trustee of Ag Growth Income Fund.	January 27, 2005 to date	5% or as required
Kevin D. Sherkin Director Resident of Canada	Lawyer, Managing Partner of Levine Sherkin Boussidan	January 27, 2005 to date	5% or as required
Christopher J. Bradbrook Director Resident of Canada	President and CEO and Director of New Gold Inc.	December 19, 2005	5% or as required

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J. Garfield MacVeigh, B.Sc. (Hons.), Chairman of the Board and a Director of Rubicon Minerals Corporation, received his B.Sc. from Queen’s University at Kingston in 1972. Garfield has over 30 years of experience in gold and base metal exploration in Canada, U.S.A. and Central America. Past positions held by Garfield included the following: District Manager for LAC Minerals Ltd., Senior Project Manager for Lac Minerals (USA) Inc., Senior District Geologist for Falconbridge Limited, Senior Exploration Consultant for Falconbridge Dominicana and Project Geologist for Westmin Resources Ltd. Garfield was involved in the exploration of the Red Mountain gold deposit near Stewart, B.C., Canada.

David W. Adamson, B.Sc. (Hons.), M.Sc., Ph.D., President, Chief Executive Officer, and a Director of Rubicon Minerals Corporation, received his B.Sc. (Hons.) at the University of Southampton, U.K. in 1980, an M.Sc. (1984) at the University of Regina, Saskatchewan and Ph.D. (1988) at the University of Aston in Birmingham, U.K. David has been associated with the mineral exploration industry for 20 years with experience in gold and base metal exploration in Canada, U.S.A. and Europe. Past positions held by David include the following: Senior Geologist for Lac Minerals Ltd., Independent Consultant, Project Geologist for Lac Minerals Ltd. and Research Assistant for the University of Aston.

Robert G. Lewis, LL.B., C.G.A., the Chief Financial Officer of Rubicon Minerals Corporation received his Bachelor of Law in 1977 from the University of British Columbia.  He trained with the accounting firms Price Waterhouse and Burridge Madsen and received his Certified General Accountant designation in 1983.  He has worked in senior financial positions with a high tech engineering firm and has over 15 years in the mineral exploration industry. 

William J. Cavalluzzo, the Vice-President of Investor Relations of Rubicon Minerals Corporation,has over 30 years of experience in mineral land management and investor relations in the mineral industry with both major mining companies and junior exploration companies. Most recently, Bill was the Manager-Investor Relations with Pangea Goldfields Limited which was acquired by Barrick Gold Corporation in June, 2000.  Major companies he has worked for are Inco Limited and LAC Minerals Corporation.

David R. Reid, B.A., LL.B., Director of Rubicon Minerals Corporation, acts as counsel to major and junior mining companies, non-resource based companies as well as public companies listed on the various stock exchanges in Canada and the United States. Mr. Reid holds a Bachelor of Arts degree and a law degree from the University of Victoria and is a member of the British Columbia and Ontario Bars. He was formerly a partner of major law firms in Vancouver and Toronto prior to founding Reid & Company, Barristers & Solicitors, in May 1995. Mr. Reid joined the firm of Davis & Company in March 2002. Mr. Reid has extensive experience in securities and corporate-commercial law and will provide part-time services to the Company as required by the board of directors of the Company.

Philip S. Martin, Director of Rubicon Minerals Corporation, 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).

John R. Brodie, FCA Director of Rubicon Minerals Corporation has 36 years of experience including 28 years as a partner with the accounting firm of KPMG. Mr. Brodie has been elected for distinguished service to the profession of Chartered Accountant of British Columbia and has extensive public company experience. Mr. Brodie is currently President of John R. Brodie Capital Inc., a director of Far West Mining Ltd. and trustee of Ag Growth Income Fund.

Kevin D. Sherkin, LL.B., a Director of Rubicon Minerals Corporation, received his Bachelor of Laws in 1985 from York University, Osgoode Hall.  He articled with Holden, Murdoch, Finlay and was called to the Ontario Bar in 1987.  He has worked as an associate  in a mid to large size firm until 1990 and founded his current firm Levine Sherkin Boussidan in 1990 as Managing Partner and remains in that position until today. Kevin has acted for a number of publicly listed companies in the mining, construction and mining supply business for over 17 years. 

Christopher J. Bradbrook, M.Sc., a Director of Rubicon Minerals Corporation brings over 25 years of experience in the mining industry covering many aspects of the business including exploration, mine development, corporate development.

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work, financial analysis and investor relations. He was recently the Vice President, Corporate Development for Goldcorp. Inc. and is currently the President and CEO of New Gold Inc.

Although Mssrs. MacVeigh and Adamson hold positions with Rubicon Management Ltd. (“RML”), the sole purpose of RML is to act as a holding company. RML does not actively conduct business, nor does it have a management relationship with the Company. Consequently, as indicated above, Mssrs. MacVeigh and Adamson devote substantially all of their time to the Company.

B. Compensation

Compensation of Executives and Directors

The following table sets forth all compensation paid by the Company and its subsidiaries in respect of the individuals who held the executive officer positions: J. Garfield MacVeigh, Chairman of the Board, David W. Adamson, President and CEO, William J. Cavalluzzo, Vice-President Investor Relations and Robert G. Lewis, Chief Financial Officer, for the last financial year ended December 31, 2005. The table further sets forth all compensation paid by the Company and its subsidiaries to the other directors of the Company, David R. Reid and Philip S. Martin, John Brodie, Kevin Sherkin and Christopher Bradbrook. The Company has no pension plan and no other arrangement for non-cash compensation to the directors of the Company except stock options.

Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
					Awards		Payouts
		Salary ($)	Bonus ($)	Other Annual Compen-sation ($)	Securities Under Options/ SARs Granted (#)	Restricted Shares / Units Awarded ($)	LTIP Payouts ($)
J. Garfield MacVeigh Chairman of the Board	2005	120,000	15,000	Nil	250,000	Nil	Nil	Nil
David W. Adamson President & CEO	2005	195,000	40,000	Nil	250,000	Nil	Nil	Nil
Michael J. Gray formerly VP Exploration & Corporate Secretary	2005	32,500	N/A	Nil	250,000	Nil	Nil	45,000 (3)
William J. Cavalluzzo VP Investor Relations	2005	130,000	25,000	Nil	250,000	Nil	Nil	Nil
Peter G. Wong CFO to August 2005	2005 (1)	80,981	10,000	Nil	75,000	Nil	Nil	Nil
Robert G. Lewis CFO from Sept. 2005	2005 (2)	29,615	N/A	Nil	150,000	Nil	Nil	Nil
David R. Reid Director	2005	N/A	N/A	Nil	200,000	Nil	Nil	Nil
Philip S. Martin Director	2005	N/A	N/A	18,000	150,000	Nil	Nil	Nil
John R. Brodie Director	2005	N/A	N/A	18,000	200,000	Nil	Nil	Nil
Kevin D. Sherkin Director	2005	N/A	N/A	14,000	200,000	Nil	Nil	Nil
Christopher J. Bradbrook Director	2005	Nil	N/A	Nil	200,000	Nil	Nil	Nil

Note:      (1) Peter Wong was employed for 8.5 months in the year

(2)   Robert Lewis was employed for 4 months during the year

(3)   Michael Gray was paid $45,000 pursuant to a settlement agreement upon his resignation April 15, 2005.

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The following stock options were granted during the year to directors and officers:

Name of Person(s)	Date of Grant or Issuance	Reason for Grant or Issuance	# Shares Subject to Issuance	Exercise Price (Per Share)	Expiry Date
David W. Adamson	January 6, 2005	Director Stock Option	250,000	$1.18	January 6, 2010
J. Garfield MacVeigh	January 6, 2005	Director Stock Option	250,000	$1.18	January 6, 2010
Michael J. Gray	January 6, 2005	Director Stock Option	250,000	$1.18	(1) November 15, 2006
William J. Cavalluzzo	January 6, 2005	Employee Stock Option	250,000	$1.18	January 6, 2010
Peter G. Wong	January 6, 2005	Employee Stock Option	75,000	$1.18	January 6, 2010
Philip S. Martin	January 6, 2005	Director Stock Option	150,000	$1.18	January 6, 2010
David R. Reid	January 6, 2005	Director Stock Option	200,000	$1.18	January 6, 2010
John R. Brodie, FCA	January 27, 2005	Director Stock Option	200,000	$1.18	January 27, 2010
Kevin D. Sherkin	January 27, 2005	Director Stock Option	200,000	$1.18	January 27, 2010
Robert G. Lewis	September 12, 2005	Employee Stock Option	150,000	$0.74	September 12, 2010
Chris J. Bradbrook	December 14, 2005	Director Stock Option	200,000	$0.86	December 14, 2010

Notes: (1) Expiry date reduced from January 6, 2010 on resignation after conversion to consultant option.

Termination of Employment, Change in Responsibilities and Employment Contracts

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, under which he received a salary of $78,000 per annum. Mr. Adamson’s salary was increased to $130,000 per annum effective January 1, 2004 and to $195,000 per annum effective January 1, 2005. This employment agreement has a term of three years and automatically is renewed for further terms of 1 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 such event, 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 September 12, 2005, the Company engaged the services of Robert Lewis as Chief Financial Officer of Rubicon, under which he receives a salary of$100,000 per annum for a period of three years. This employment agreement has a term of three years and automatically is renewed for further terms of 1 year unless notice is given to terminate the agreement by either party. This employment agreement provides that in the event of a significant change in the affairs of Rubicon 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 Rubicon, the merger or amalgamation or other corporate restructuring of Rubicon in a transaction or series of transactions in which Rubicon’s members receive less than 51% of outstanding common shares of the new or continuing corporation (“Significant Change”), then at the option of Mr. Lewis

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exercisable at any time within 6 months after the date of such event, 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 January 1, 2002, the Company engaged the services of Michael J. Gray as VP Exploration and Corporate Secretary and to provide geological services to the Company, under which he receives a salary of $78,000 per annum. Mr. Gray’s salary was increased to $100,000 per annum effective January 1, 2004. Mr. Gray resigned from the company on April 15, 2005. Mr. Gray continued to serve the Company as a consultant under an 18 month contract and is being compensated by the conversion of his employee stock options into consultant options at the same exercise price and with a shorter expiry date.

By an employment agreement dated December 1, 2003, the Company engaged the services of Peter G. Wong as Chief Financial Officer of the Company, under which he receives a salary of $90,000 per annum for a period of three years. Mr. Wong’s salary was increased to $125,000 per annum effective January 1, 2005. Mr. Wong resigned from the company on August 24th, 2005.

The criteria used to determine the amount payable to the Named Executive Officers was based on industry standards and the Company’s financial circumstances. The employment agreements and subsequent increases in salaries with the Named Executive Officers were accepted by the Board of Directors based on recommendations of the Compensation Committee.

Compensation of Directors

All directors receive stock options, as recommended by the compensation committee, in amounts listed in the above table. No other remuneration is paid to Directors, in their capacity as Directors, except to the independent directors. The independent directors are paid a quarterly fee, in advance, of $3,000 plus $500 for each directors’ meeting or committee meeting attended and an additional quarterly fee of $750 if holding the Chair of any committee.

The Company accrued or paid Davis & Company, the Company’s legal counsel $379,857 (including $28,807 for the Company’s subsidiary Toquima) for legal fees. David R. Reid, a director of the Company, is a partner of Davis & Company. Davis & Co. reduced its prior fees for the proposed Toquima IPO by $77,234.

By an employment agreement dated August 1, 1996 the Company engaged the services of J. Garfield MacVeigh to act as President and CEO, and to provide geological services to the Company. Under the employment agreement, Mr. MacVeigh received a salary of $60,000 per annum for a term of three years ending on July 31, 1999, which has been automatically renewed annually on the anniversary date for further terms of one year each and now also applies to Mr. MacVeigh in his capacity as Chairman. Mr. MacVeigh’s salary was increased to $120,000 per annum effective January 1, 2005. The August 1, 1996 employment agreement with Mr. MacVeigh regarding a Significant Change is on the same terms and conditions as the August 1, 1996 employment agreement with Messrs. Adamson described above.

Stock options may be granted by the Board of Directors based upon the recommendation of the Compensation Committee pursuant to the Company’s Stock Option Plan (the “Plan”) which was approved by the shareholders at the 2004 Annual General Meeting. Under the terms of the Plan, the options will terminate 90 days after the optionees ceases to be a director, senior officer or employee of the Company, except by reason of the death of the optionee, in which case the optionee’s personal representative may exercise the options by the earlier of one year following the date of death or the expiry date of the stock option.

Report on Executive Compensation

When determining the compensation of its executive officers, the Board considers the objectives of: (i) recruiting and retaining the executives critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and shareholders of the Company; and (iv) rewarding performance, both on an individual basis and with respect to the business in general. In order to achieve these objectives, the compensation paid to executive officers consists of three components:

1. base salary;

2. bonus; and

3. long-term incentive in the form of stock options granted in accordance with the policies of the TSX Venture Exchange.

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Base Salary

The base salary of each particular executive officer is determined by an assessment by the Compensation Committee of such executive officer’s performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive officer played in such company performance.

Bonus

Bonuses are performance based short-term financial incentives and will be paid based on certain indicators such as personal performance, team performance and/or Company financial performance. Bonus levels will be determined by level of position with the Company.

Long-Term Incentive

The Company provides a long-term incentive by granting stock options to executive officers. On May 25, 2004, the Board amended its Stock Option Plan to provide incentive to directors, officers, employees and consultants. Any options granted permit executive officers to acquire Common shares at an exercise price equal to the closing market price of such shares under option on the trading day immediately preceding the date on which the option was granted, less any discounts permitted under the policies of the stock exchange on which the Common shares of the Company are listed. The objective of granting options is to encourage executive officers to acquire an ownership interest in the Company over a period of time, which acts as a financial incentive for such executive officer to consider the long-term interests of the Company and its shareholders.

The foregoing report has been submitted by:David R. Reid, Philip S. Martin, and John R. Brodie, FCA

         Compensation Committee

C. Board Practices

The Board of Directors presently consists of seven directors, six of whom were elected at the annual general meeting of the shareholders of the Company, held on June 23, 2005. On January 27, 2005, Michael J. Gray and Douglas B. Forster resigned as directors and John R. Brodie, FCA and Kevin D. Sherkin were appointed as Directors to the Company’s Board. On December 14, 2005 Chris Bradbrook was appointed as Director to the Company’s Board. Each director holds office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his office is earlier vacated in accordance with the Articles of the Company, or with the provisions of the Business Corporations Act. J. Garfield MacVeigh and David W. Adamson have served as directors of the Company since March 6, 1996. Michael J. Gray served as a Director of the Company from March 6, 1996 to January 27, 2005. Douglas B. Forster served as a Director of the Company from June 1, 1996 to January 27, 2005, David R. Reid has served as a Director since April 6, 2001 and Philip S. Martin has served as a Director since February 15, 2003.

Mandate and Responsibility of the Board

The Board is responsible for supervising the management of the Company’s business and the conduct of the Company’s affairs generally. The Board actively participates in strategic planning and is responsible for reviewing and approving the Company’s operating plans. The Board also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent reasonably practicable. Appropriate succession planning, including the recruitment, training, supervision, compensation and performance assessment of the Company’s senior management personnel also falls within the ambit of the Board’s responsibilities.

In keeping with its overall responsibility for the stewardship of the Company, the Board is responsible for the integrity of the Company’s internal control and management information systems and for the Company’s policies respecting corporate disclosure and communications.

Composition of the Board

The Board consists of three related directors and four unrelated directors. The related directors are J. Garfield MacVeigh, who is Chairman of the Board and David W. Adamson, who is President & CEO. David R. Reid who is the Company’s legal counsel, is a related outside director. Chris Bradbrook, Philip Martin, John Brodie, FCA and Kevin Sherkin are free of any interest (other than shareholding), business or other relationship which could, or could reasonably be perceived to materially interfere with their ability to act with a view to the best interests of the Company.

Currently, the entire Board currently takes responsibility for selecting new directors. See below under Description of board committees for AMEX requirements for a nominating committee.

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Independent directors hold regularly scheduled meetings as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management as required by AMEX under section 802(b) of the AMEX Company Guide.

The quantity and quality of Board compensation is reviewed on an annual basis. At present, the Board is satisfied that the current Board compensation arrangements adequately reflect the responsibilities and risks involved in being an effective director of the Company. See item 6B above for a description of directors’ compensation.

Description of Board Committees

Committees of the Board consist of an Audit Committee, a Corporate Governance Committee and a Compensation Committee.

The Audit Committee presently consists of three independent directors, John R. Brodie, FCA (Chair), Kevin D. Sherkin and Philip S. Martin. The role of the Audit Committee is to oversee the Company’s financial reporting obligations, systems and disclosure and to act as a liaison between the Board and the Company’s auditors. The activities of the Audit Committee pursuant to the audit committee charter (Exhibit 16.1 and available in print to any shareholder who requests it) typically include reviewing annual and interim financial statements, ensuring that internal controls over accounting and financial systems are maintained and that accurate financial information is disseminated to shareholders, reviewing the results of internal and external audits and any change in accounting procedures or policies, and evaluating the performance of the Company’s auditors. The board of directors has determined that a member of its audit committee, John Brodie, FCA, qualifies as an “audit committee financial expert”. See item 16A.

The Corporate Governance Committee presently consists of Philip S. Martin (Chair), David R. Reid and Kevin D. Sherkin. Corporate governance guidelines and a Corporate Governance Committee Charter are currently before the board for approval.

The Compensation Committee consists of three directors, David R. Reid (Chair), Philip S. Martin and John Brodie, FCA. The role of the Compensation Committee is primarily to administer the Company’s Stock Option Plan and to determine the remuneration of executive officers.

Board Approvals and Review

The Board is specifically responsible for approving long-term strategic plans and annual operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals. The Board is also responsible for senior executive recruitment and compensation.

The Board delegates to management, through the President and CEO, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Board Independence

The Board is currently composed of two management related directors and five non-management directors, four of whom are unrelated and independent and one is an outside related director.

The Company has received a waiver from AMEX that requires at least a majority of the directors on the Company’s Board of Directors are, and will continue to be, independent directors as defined in Section 121A and as required by Section 802(a) of the AMEX Company Guide. This requirement is currently a recommended guideline in Canada.

Audit Committee Independence

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. Each member of the Company’s audit committee satisfies the criteria for director independence.

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Independent Advisor

Each member of the Board understands that he is entitled to seek the advice of an independent expert if he reasonably considers it warranted under the circumstances.

D. Employees

As of December 31, 2005, the Company had nineteen full time employees (five of which are management), seven full time contractors and up to ten short term contracts with contractors/consultants. In 2004, the Company had nineteen full time employees (five of which are management), seven full time contractors and up to ten short term contracts with contractors/consultants In 2003, the Company had twelve full time employees (five of which are management), four full time contractors and approximately 10 seasonal employees and up to 20 short term contracts with contractors/consultants.

E. Share Ownership

With respect to the persons listed in “Item 6 - Directors, Senior Management and Employees - B. Compensation,” above, the following table discloses the number of Shares and percent of the Shares outstanding held by those persons, as of March 27, 2006. The Shares possess identical voting rights.

Director and Senior Management Share Ownership as at March 27, 2006

Name and Title	No. of Shares	Percent of Shares Outstanding of the Class
J. Garfield MacVeigh Chairman of the Board of Directors	1,303,095 (1)	2.27%
David W. Adamson President, CEO, and Director	1,078,266 (1)	1.88%
William J. Cavalluzzo Vice-President Investor Relations	223,328	0.34%
Robert G. Lewis Chief Financial Officer	0	0.00%
David R. Reid Director	196,500	0.30%
Philip S. Martin Director	214,500	0.32%
John R. Brodie, FCA Director	0	0.00%
Kevin D. Sherkin Director	74,160	0.11%
Christopher J. Bradbrook Director	0	0.00%

Note:

(1) Included in the share positions of J. Garfield MacVeigh, David W. Adamson and Michael J. Gray are those shares held directly and indirectly through personal holding corporations and 1/3 each of the issued shares of Rubicon Management Ltd., which owns 2,300,000 common shares of the Company.

The following table discloses the share options granted to the aforementioned persons, as of March 10, 2005. The options are for Common Shares.

Director and Management Stock Options as at March 27, 2006

Name of Person(s)	Date of Grant or Issuance	Reason for Grant or Issuance	# Shares Subject to Issuance	Exercise Price (Per Share)	Expiry Date
William J. Cavalluzzo	August 8, 2002	Employee Stock Option	175,000	$0.83	August 8, 2007
J. Garfield MacVeigh	August 8, 2002	Director Stock Option	175,000	$0.83	August 8, 2007
David W. Adamson	August 8, 2002	Director Stock Option	175,000	$0.83	August 8, 2007
David R. Reid	August 8, 2002	Director Stock Option	175,000	$0.83	August 8, 2007
Philip S. Martin	July 18, 2003	Director Stock Option	225,000	$0.84	July 18, 2007
David W. Adamson	January 6, 2005	Director Stock Option	250,000	$1.18	January 6, 2010
J. Garfield MacVeigh	January 6, 2005	Director Stock Option	250,000	$1.18	January 6, 2010
William J. Cavalluzzo	January 6, 2005	Employee Stock Option	250,000	$1.18	January 6, 2010
Philip S. Martin	January 6, 2005	Director Stock Option	150,000	$1.18	January 6, 2010
David R. Reid	January 6, 2005	Director Stock Option	200,000	$1.18	January 6, 2010
John R. Brodie, FCA	January 27, 2005	Director Stock Option	200,000	$1.18	January 27, 2010
Kevin D. Sherkin	January 27, 2005	Director Stock Option	200,000	$1.18	January 27, 2010
Robert G. Lewis	September 12, 2005	Employee Stock Option	150,000	$0.74	September 12, 2010
Chris J. Bradbrook	December 14, 2005	Director Stock Option	200,000	$0.86	December 14, 2010

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The Company has no arrangements for involving the employees in the capital of the Company. The Company does not have a share purchase plan, dividend reinvestment plan for its directors, officers and employees. However, the Company will, from time to time, grant individual stock options to its directors, officers or employees as an incentive pursuant to its incentive stock option plan.

The size and value of stock options granted to officers and directors is determined by the board of directors upon consideration of market conditions and the policies of the Exchange.

Item 7. Major Shareholders and Related Party Transactions.

A. Major Shareholders

Names of Stockholders Owning 5% or More of Outstanding Shares

The security holders listed below are deemed to be the beneficial owners of Common Shares underlying options and warrants which are exercisable within 60 days from the above date.

Based on Insider Reports of the Company as at March 29, 2006, and to the knowledge of management of the Company, the following shareholders were the beneficial owners of 5% or more of the outstanding shares of the Company:

Name of Shareholder	Number of Shares	Percentage
John Tognetti	7,136,181 (1)	10.71%
Carlos Pavao	Exact number not available	5 %(1)
Sprott Asset Management	7,625,350(2)	11.4%

(1)   Exact number of common shares not known.

(2)   Per 13G December 31, 2005 - previous 13G filed June 10, 2005 listed 3,583,300 shares

None of the foregoing shareholders have voting rights different from the voting rights of other shareholders. There are no known arrangements that would result in a change of control of the Company.

Record Holders Resident in the United States

Based upon the Company’s knowledge, and according to the records of the Company’s registrar and transfer agent, Computershare Investor Services Inc., the following table sets forth certain information regarding record holders of the Company’s equity securities resident in the United States as of March 29, 2006:

Title of Class of Securities	No. of Registered Holders Resident in the U.S.	Total Shares Outstanding	Shares Held by U.S. Residents (Registered)	Percentage Held by U.S. Residents
Common Shares	11	66,611,837	689,110	1.03%

A number of these shares are held in "street" name and may, therefore, be held by several beneficial owners.

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B. Related Party Transactions

Other than as set forth below, there are no material transactions with the directors, senior officers, promoters or other members of management of the Company, nor any associate or affiliate of any of the foregoing, that have occurred during the three most recently completed fiscal years of the Company, or in any proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries.

David Reid is a director of the Company and a partner at the law firm Davis & Company. For the fiscal year ended December 31, 2005, Davis & Company invoiced the Company $302,000 net of a fee reduction granted to the Company’s subsidiary Toquima, in relation to the planned IPO that was not completed.

During 2004, the Company completed an option agreement with TLC Ventures Corp. (“TLC”) whereby TLC can acquire a 100% interest in the Company’s Point Leamington Property. At the time of the transaction, the Company and TLC had one common director, Douglas Forster. The Company and TLC negotiated the agreement based on commercial terms.

Transactions with Africo Resources Ltd., an equity accounted investment, consisted of share purchases mentioned previously and reimbursement by Africo of $101,000 in administrative service costs and feasibility costs.

See note 4, “Related Party Transactions”, in the consolidated financial statements for additional information on related party transactions with the Company for 2005.

The Company has entered into indemnity agreements with directors J. Garfield MacVeigh, David W. Adamson, and David R. Reid. The Company has agreed to indemnify those individuals from all claims in connection with actions taken by reason of their positions as directors (and where applicable, officers) of the Company, provided that the director acted honestly and in good faith with a view to the best interests of the Company, and in the case of a criminal or administrative claim, action, proceeding or investigation, the director had reasonable grounds for believing that his conduct was lawful. The agreements are subject to the requirements of the old Company Act. Section 118 of the Company Act requires a director, in exercising the director’s power and performing the director’s functions, to act honestly and in good faith and in the best interests of the Company. Section 120 of the Company Act requires every director who is in any way interested in a proposed contract or transaction with the Company to disclose the nature and extent of the director’s interest at a meeting of the directors. Section 120 requires that the disclosure occur at the meeting at which a proposed contract or transaction is first considered, or, if the director was not present at such meeting, at the first meeting after the director becomes interested, or at the first meeting after the relevant facts come to the director’s knowledge. Section 121 renders a director liable to account to the Company for any profit made as a consequence of the Company entering into or performing the proposed contract or transaction, unless he or she discloses his or her interest, after the disclosure the proposed contract or transaction is approved by the directors, and he or she abstains from voting on the approval of the proposed contract or transaction, or unless the contract or transaction was reasonable and fair to the Company at the time it was entered into, and after full disclosure of the nature and extent of his or her interest, it is approved by special resolution.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Financial Statements

Included under Item 17 are the Consolidated Financial Statements of the Company (the “Financial Statements”), as at December 31, 2005 audited by De Visser Gray Chartered Accountants, independent Chartered Accountants. The Financial Statements are accompanied by the auditors report (the “Audit Report”) and related notes.

Legal Proceedings

There are no legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the Company’s financial position or profitability. There are no legal proceedings to which the Company is a party, nor to the best of the knowledge of the Company’s management are any legal proceedings contemplated.

Dividend Policy

The Company has not paid dividends in the past 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

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determine if and when dividends should be declared and paid in the future based upon the Company’s financial position at the relevant time. All of the Company’s Shares are entitled to an equal share of any dividends declared and paid.

B.Significant Changes.

Since December 31, 2005 the date of the most recent financial statements, the following significant changes have occurred to March 29, 2006:

a)    On March 3, 2006, Kings Bay Gold Corp. terminated its option on the Slate Bay, Ontario property. See note 7.

b)    On January 18, 2006, the Company entered into an option agreement on the Lake Douglas West property, Lake Douglas area, Central Newfoundland, Newfoundland, pursuant to which it can acquire a 100% interest in the property by making cash payments totaling $50,000 over 5 years. The property is subject to a 2% NSR royalty, of which the Company may purchase 1.0% for $1,000,000 and will have a right of first refusal on the balance.

c)    On January 18, 2006, the Company entered into an option agreement on the Lake Douglas East property, Lake Douglas area, Central Newfoundland, Newfoundland, pursuant to which it can acquire a 100% interest in the property by making cash payments totaling $470,000 over 5 years and share payments of 175,000 shares of the Company over 5 years. The property is subject to a 2% NSR royalty, of which the Company may purchase 1.0% for $1,000,000 and will have a right of first refusal on the balance.

d)    On February 8, 2006 the Company agreed to a plan of arrangement whereby all of the Company’s shares of Toquima Minerals Inc. (which holds all of the Company’s Nevada and Alaska properties) will be acquired by Carlin Gold Corp. (“Carlin”). Consideration to Rubicon, will consist of 4.3 million shares of Carlin (approximately 13% of outstanding Carlin shares after the arrangement) and 3.5 million shares (26%) of a new company (“Newco”) that will own Toquima’s Palmer, Alaska project. Should “Newco” be unable to complete an initial public offering, then Rubicon will receive 3.5 million more Carlin shares (7%) of Carlin, instead of the “Newco” shares and the Palmer property will remain a property of Carlin through its subsidiaries.

e)      The Company issued 120,960 common shares on exercise of warrants at prices ranging from $0.693 to $0.85 per share for cash proceeds of $101,639, issued 70,000 common shares on exercise of stock options at $0.83 per share for cash proceeds of $58,100 and issued 55,000 common shares pursuant to mineral property agreements, at prices ranging from $1.19 to $1.21 per share.

f)      See item 4A for discussion of accord with Africo Resources Ltd. board of directors and announcement of plan to make public offering.

g)      On March 29, 2006, the Company announced that they had entered into an agreement with an underwriting syndicate pursuant to which the syndicate agreed to purchase 6,800,000 common shares of the Company at a price of CAD $1.48 for aggregate proceeds of approximately CAD $10 million. The underwriters were granted an option to purchase an additional $1 million shares also at CAD $1.48. The company has agreed to pay a cash commission of 6% to the underwriters.

Item 9. The Offer and Listing

Not applicable.

C. Markets

The Company’s common shares are listed on the TSX under the symbol “RMX” and on the American Stock Exchange under the symbol “RBY”. The Company’s primary listing is on the TSX.

Item 10. Additional Information

A. Share Capital

Not required when filing Form 20-F as an annual report.

B. Memorandum and Articles of Association.

This information is incorporated by reference to the Company’s Form 20-F Registration statement, Item 10.B as filed on August 13, 2001.

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C. Material Contracts

The following are the material contracts of the Company, other than those mentioned elsewhere in this Form, to which the Company or any member of the group is a party, for the two years immediately preceding publication of this Form.

Other Material Contracts

1.Roman Friedrich & Company

On June 8, 2004 the Company renewed its contract for a period of 2 years with Roman Friedrich & Company (“RFC”) for financial advisor services to the Company. RFC is paid a retainer of $5,000 per month and granted 200,000 stock options for these services.

2.Shareholder Rights Plan

In February 2002 the Company entered inter a Shareholder Rights Plan Agreement with Computershare Trust Company of Canada and was approved by the Company’s Shareholder’s at its 2002 Annual General Meeting held on June 6, 2002.

D. Exchange Controls

There are no governmental laws, decrees, or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends, or other payments to non-resident holders on the Company’s Shares, other than withholding tax requirements. Any remittances of dividends to United States residents are subject to a 15% withholding tax (10% if the shareholder is a corporation owning at least 10% of the outstanding Shares of the Company) pursuant to Article X of the reciprocal tax treaty between Canada and the United States. See ”Item 10 - Additional Information - E. Taxation.”

Except as provided in the Investment Canada Act (the “Act”), enacted on June 20, 1985, as amended, as further amended by the North American Free Trade Agreement (NAFTA) Implementation Act (Canada) and the World Trade Organization (WTO) Agreement Implementation Act, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares of the Company under the laws of Canada or the Province of British Columbia or in the charter documents of the Company.

Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment by an American investor in the Company.

The Act requires a non-Canadian making an investment which would result in the acquisition of control of a Canadian business, the gross value of the assets of which exceed certain threshold levels or the business activity of which is related to Canada’s cultural heritage or national identity, to either notify, or file an application for review with, Investment Canada, the federal agency created by the Investment Canada Act. Under the Act, control of a corporation is deemed to be acquired through the acquisition of a majority of the voting shares of a corporation, and is presumed to be acquired where one-third or more, but less than a majority, of the voting shares of a corporation are acquired, unless it can be established that the Company is not controlled in fact through the ownership of voting shares.

The notification procedure involves a brief statement of information about the investment on a prescribed form which is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada’s cultural heritage and national identity.

If an investment is reviewable under the Act, an application for review in the form prescribed is normally required to be filed with Investment Canada prior to the investment taking place and the investment may not be implemented until the review has been completed and the Minister responsible for Investment Canada is satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, may be required to divest himself of control of the business that is the subject of the investment.

The following investments by non-Canadians are subject to notification under the Act:

(1)an investment to establish a new Canadian business; and

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(2) an investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.

The following investments by a non-Canadian are subject to review under the Act:

(1) direct acquisitions of control of Canadian businesses with assets of $5 million or more unless the acquisition is being made by an American investor;

(2) direct acquisitions of control of Canadian businesses with assets of $152,000,000 or more by an American investor;

(3) indirect acquisitions of control of Canadian businesses with assets of $5 million of more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by an American investor;

(4) indirect acquisitions of control of Canadian businesses with assets of $152,000,000 or more by an American investor if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired;

(5) indirect acquisitions of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by an American investor in which case there is no review; and

(6) an investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, audio or video music recordings, or music in print or machine-readable form.

Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian parent or grandparent of an entity carrying on the Canadian business. Control may be acquired through the acquisition of actual or de jure voting control of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business. No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.

An American, as defined in the Act includes an individual who is an American national or a lawful permanent resident of the United States, a government or government agency of the United States, an American-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither American-controlled or Canadian-controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, are any combination of Canadians and Americans. The higher thresholds for Americans do not apply if the Canadian business engages in activities in certain sectors such as oil, natural gas, uranium, financial services (except insurance), transportation services or media activities.

The Act specifically exempts certain transactions from either notification or review. Included among the category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities.

E. Taxation

THE FOLLOWING SUMMARIES ARE OF A GENERAL NATURE ONLY AND ARE NOT INTENDED AND MUST NOT BE CONSTRUED AS ADVICE TO ANY PARTICULAR INVESTOR. EACH INVESTOR SHOULD CONSULT THE INVESTOR’S OWN LEGAL AND TAX ADVISORS AS TO THE TAX AND LEGAL CONSEQUENCES OF THE INVESTMENT APPLICABLE TO THE INVESTOR’S PARTICULAR CIRCUMSTANCES.

Material Canadian Federal Income Tax Consequences

Management of the Company considers that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of Shares who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his Shares in connection with carrying on a business in Canada (a “non-resident shareholder”).

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This summary is based upon the current provisions of the Income Tax Act (Canada) (the “ITA”), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation and all specific proposals (the “Tax Proposals”) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.

Dividends

Dividends paid on the Shares of the Company to a non-resident will be subject to withholding tax. The Canada-U.S. Income Tax Convention (1980) (the “Treaty”) provides that the normal 30% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 10% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

A non-resident of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents “taxable Canadian property” to the holder thereof. The Company is a public corporation for the purposes of the ITA. Shares of the Company will be considered taxable Canadian property to a non-resident holder if:

(a) the non-resident holder;

(b) persons with whom the non-resident holder did not deal at arm’s length, or;

(c) the non-resident holder and persons with whom he did not deal at arm’s length,

owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition. In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada. However, in such a case, certain transitional relief under the Treaty may be available.

U.S. Federal Income Tax Consequences

The following is a summary of the anticipated material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of the Company (“Common Shares”).

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

Scope of this Disclosure

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (“IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

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U.S. Holders

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that are liable for the alternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (h) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code; or (i) U.S. Holders that own, directly or indirectly, 10% or more, by voting power or value, of the outstanding shares of the Company. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

If an entity that is classified as partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal income tax consequences of the exercise of the acquisition, ownership, and disposition of Common Shares.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares. (See “Taxation—Material Canadian Federal Income Tax Consequences” above).

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares

Distributions on Common Shares

General Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to the Common Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the

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Company. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and, (b) thereafter, as gain from the sale or exchange of such Common Shares. (See more detailed discussion at “Disposition of Common Shares” below).

Reduced Tax Rates for Certain Dividends

For taxable years beginning after December 31, 2002 and before January 1, 2009, a dividend paid by the Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Common Shares will not be entitled to receive such dividend).

The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year. In 2003, the U.S. Department of the Treasury (the “Treasury”) and the IRS announced that they intended to issue Treasury Regulations providing procedures for a foreign corporation to certify that it is a QFC. Although these Treasury Regulations were not issued in 2004, the Treasury and the IRS have confirmed their intention to issue these Treasury Regulations. It is expected that these Treasury Regulations will obligate persons required to file information returns to report a distribution with respect to a foreign security issued by a foreign corporation as a dividend from a QFC if the foreign corporation has, among other things, certified under penalties of perjury that the foreign corporation was not a “passive foreign investment company” for the taxable year during which the foreign corporation paid the dividend or for the preceding taxable year.

As discussed below, the Company believes that it was a “passive foreign investment company” for the taxable year ended December 31, 2004, and expects that it may be a “passive foreign investment company” for the taxable year ending December 31, 2005. (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign Investment Company” below). Accordingly, the Company does not expect to be a QFC.

If the Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.

Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt. A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars).

Dividends Received Deduction

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.” The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

Disposition of Common Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. ). Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S.

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source” for purposes of applying the U.S. foreign tax credit rules. (See more detailed discussion at “Foreign Tax Credit” below).

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses and net capital losses are subject to complex limitations. For a U.S. Holder that is an individual, estate, or trust, capital losses may be used to offset capital gains and up to U.S.$3,000 of ordinary income. An unused capital loss of a U.S. Holder that is an individual, estate, or trust generally may be carried forward to subsequent taxable years, until such net capital loss is exhausted. For a U.S. Holder that is a corporation, capital losses may be used to offset capital gains, and an unused capital loss generally may be carried back three years and carried forward five years from the year in which such net capital loss is recognized.

Foreign Tax Credit

A U.S. Holder who pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income (including “passive income,” “high withholding tax interest,” “financial services income,” “shipping income,” and certain other categories of income). Dividends paid by the Company generally will constitute “foreign source” income and generally will be classified as “passive income” or, in the case of certain U.S. Holders, “financial services income.” However, U.S. Holders should be aware that recently enacted legislation eliminates the “financial services income” category for taxable years beginning after December 31, 2006. Under the recently enacted legislation, the foreign tax credit limitation categories are limited to “passive category income” and “general category income.” The foreign tax credit rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the foreign tax credit rules.

Information Reporting; Backup Withholding Tax

Payments made within the U.S., or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from certain sales or other taxable dispositions of, Common Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the information reporting and backup withholding tax rules.

Additional Rules that May Apply to U.S. Holders

If the Company is a “controlled foreign corporation” or a “passive foreign investment company” (each as defined below), the preceding sections of this summary may not describe the U.S. federal income tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.

Controlled Foreign Corporation

The Company generally will be a “controlled foreign corporation” under Section 957 of the Code (a “CFC”) if more than 50% of the total voting power or the total value of the outstanding shares of the Company is owned, directly or indirectly, by citizens or residents of the U.S., domestic partnerships, domestic corporations, domestic estates, or domestic trusts (each as defined in Section 7701(a)(30) of the Code), each of which own, directly or indirectly, 10% or more of the total voting power of the outstanding shares of the Company (a “10% Shareholder”).

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If the Company is a CFC, a 10% Shareholder generally will be subject to current U.S. federal income tax with respect to (a) such 10% Shareholder’s pro rata share of the “subpart F income” (as defined in Section 952 of the Code) of the Company and (b) such 10% Shareholder’s pro rata share of the earnings of the Company invested in “United States property” (as defined in Section 956 of the Code). In addition, under Section 1248 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares by a U.S. Holder that was a 10% Shareholder at any time during the five-year period ending with such sale or other taxable disposition generally will be treated as a dividend to the extent of the “earnings and profits” of the Company that are attributable to such Common Shares. If the Company is both a CFC and a “passive foreign investment company” (as defined below), the Company generally will be treated as a CFC (and not as a “passive foreign investment company”) with respect to any 10% Shareholder.

The Company does not believe that it has previously been, or currently is, a CFC. However, there can be no assurance that the Company will not be a CFC for the current or any future taxable year

Passive Foreign Investment Company

The Company generally will be a “passive foreign investment company” under Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or more of the gross income of the Company for such taxable year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets (or on the adjusted tax basis of such assets, if the Company is not publicly traded and either is a “controlled foreign corporation” or makes an election). “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

For purposes of the PFIC income test and assets test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another foreign corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other foreign corporation and (b) received directly a proportionate share of the income of such other foreign corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

The Company believes that it was a PFIC for the taxable year ended December 31, 2004, and expects that it may be a PFIC for the taxable year ending December 31, 2005. There can be no assurance, however, that the IRS will not challenge the determination made by the Company concerning its PFIC status.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution paid on the Common Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current taxable year) exceeds 125% of the average distributions received during the three preceding taxable years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any excess distribution paid on the Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the Common Shares. The amount of any such gain or excess distribution allocated to prior years of such Non-Electing U.S. Holder’s holding period for the Common Shares (other than years prior to the first taxable year of the Company beginning after December 31, 1986 for which the Company was not a PFIC) will be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such prior year. A Non-Electing U.S. Holder will be required to pay interest on the resulting tax liability for each such prior year, calculated as if such tax liability had been due in each such prior year. Such a Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible. The amount of any such gain or excess distribution allocated to the current year of such Non

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Electing U.S. Holder’s holding period for the Common Shares will be treated as ordinary income in the current year, and no interest charge will be incurred with respect to the resulting tax liability for the current year.

If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last taxable year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a QEF Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each taxable year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year. However, if the Company was a PFIC in a prior year, then in addition to filing the QEF Election documents, a U.S. Holder must elect to recognize (a) gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if the Common Shares were sold on the qualification date or (b) if the Company was also a CFC, such U.S. Holder’s pro rata share of the post-1986 “earnings and profits” of the Company as of the qualification date. The “qualification date” is the first day of the first taxable year in which the Company was a QEF with respect to such U.S. Holder. The election to recognize such gain or “earnings and profits” can only be made if such U.S. Holder’s holding period for the Common Shares includes the qualification date. By electing to recognize such gain or “earnings and profits,” such U.S. Holder will be deemed to have made a timely QEF Election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF Election if such U.S. Holder failed to file the QEF Election documents in a timely manner.

A QEF Election will apply to the taxable year for which such QEF Election is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent taxable year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those taxable years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent taxable year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent taxable year in which the Company qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of all of such U.S. Holder’s direct and indirect interest in the Common Shares. Accordingly, if such U.S. Holder reacquires an interest in the Company, such U.S. Holder will be subject to the QEF rules described above for each taxable year in which the Company is a PFIC.

Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a QEF Election. U.S. Holders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election.

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Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the Common Shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder’s holding period for the Common Shares and such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each taxable year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares as of the close of such taxable year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the Common Shares over (ii) the fair market value of such Common Shares as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).

A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the availability of, and procedure for making, a Mark-to-Market Election.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Common Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

The PFIC rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

F. Dividends and Paying Agents

Not applicable.

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G. Statement by Experts

Not applicable

H. Documents on Display

The Company is a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is a “foreign private issuer” as defined in the Exchange Act. A foreign private issuer is exempt from the provisions of the Exchange Act which prescribe the furnishing and content of proxy statements to shareholders and relating to short swing profits reporting and liability. Readers may review a copy of the Company’s filings with the U.S. Securities and Exchange Commission (“the “SEC”), including exhibits and schedules filed with it, at the SEC's public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Readers may also obtain copies of such materials from the Public Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Readers may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a Web site (http://www.sec.gov) that contains reports, submissions and other information regarding registrants that file electronically with the SEC. The Company is also subject to the requirement to file electronically through the EDGAR system most of its securities documents, including registration statements under the Securities Act of 1933, as amended and registration statements, reports and other documents under the Securities Exchange Act of 1934, as amended. The documents described herein may be inspected at the offices of Davis & Company, Barristers & Solicitors, at Suite 2800 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2Z7, during normal business hours.

I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Currency Exchange Rate Sensitivity

The results of the Company’s operations are subject to currency translation risk and currency transaction risk. Regarding currency translation risk, the operating results and financial position of the Company and Company’s subsidiaries are reported in Canadian dollars in the Company’s consolidated financial statements. The Company incurs certain costs in US dollars. The fluctuation of the US dollar in relation to the Canadian dollar will therefore have an impact upon the profitability of the Company and may also affect the value of the Company’s assets and the amount of shareholders’ equity.

In regards to transaction risk, the Company’s functional currency is the Canadian dollar and its activities are predominantly executed using the Canadian dollar. The Company incurs a relatively small portion of its expenses in U.S. dollars. To-date, the Company has completed all of its equity financing in Canadian dollars. The Company has not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time due to the small amount of exposure.

Interest Rate Sensitivity

The Company currently has no short term or long term debt requiring interest payments. As a result, the Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

Commodity Price Sensitivity

The future revenue and profitability of the Company will be dependent, to a significant extent, upon prevailing spot market prices for metals. In the past metal prices has been volatile. Prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond the control of the Company. The Company’s mineral properties are in the exploration phase and accordingly the Company is not generating any operating revenues and is therefore not subject to any short term volatility in the prices of metals. As the Company is in the exploration phase, the above factors have had no material impact on operations or income. No futures or forward contracts have been entered into by the Company.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

-62-

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

Item 15. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the United States Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 20-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 individual acts 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.

Item 16.

Item 16A. Audit Committee Financial Expert

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” as defined in Item 16.A of Form 20-F. 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. Each member of the Company’s audit committee satisfies the criteria for director independence.

We believe that the members of our board of director are collectively capable of analyzing and evaluation our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Item 16B. Code of Ethics

The Company currently has a Code of Ethics before the Board of Directors for approval.

-63-

Item 16C. Principal Accountant Fees and Services

The Company’s audit committee appointed DeVisser Gray Chartered Accountants as independent auditors to audit the Company’s financial statements for the fiscal year ended December 31, 2005. The aggregate fees billed by De Visser Gray Chartered Accountants for professional services in the last two years are as follows:

	2005	2004
	$	$
Audit fees	17,000	21,500
Audit related fees	-	3,500
Tax fees	1,9550	1,750
All other fees	-	-
Total fees	18,950	26,750

These fees relate to the prior year’s financial statements and tax returns.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before De Visser Gray Chartered Accountants is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

·   approved by our audit committee; or

·   entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

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 records of what percentage of the above fees were 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.

The audit committee has considered the nature and amount of the fees billed by De Visser Gray Chartered Accountants and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining De Visser Gray Chartered Accountants independence.

Item 16D. Exemption from the Listing Standards for Audit Committees

The Company’s audit committee complies with the rules of the American Stock Exchange as currently in effect. [The Company’s Audit Committee Charter is incorporated by reference as Exhibit 16.1 and available in print to any shareholder who requests it.]

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 the non-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 Meeting Quorum 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 Memorandum and Articles. A quorum for a meeting of members of the Company is two persons present and being, or representing by proxy, members holding not less than 5% of the issued shares entitled to be voted at such meeting.

-64-

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.

Board of Director Composition Requirements: AMEX requires at least a majority of the directors on the Company’s Board of Directors are, and will continue to be, independent directors as defined in Section 121A and as required by Section 802(a) of the AMEX Company Guide. This requirement is currently a recommended guideline in Canada.

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

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

PART III

Item 17. Financial Statements

The Financial Statements were prepared in accordance with Canadian GAAP and are presented in Canadian dollars. There are differences between United States and Canadian GAAP. A reconciliation of the Financial Statements to United States GAAP is set forth in Note 10 to the Year End Financial Statements.

-65-

RUBICON MINERALS CORPORATION

Consolidated Financial Statements

(Stated in Canadian Dollars)

December 31, 2005

and

December 31, 2004

-66-

RUBICON MINERALS CORPORATION

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of the company have been prepared by management 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 13, and contain estimates based on management’s judgment. Management maintains an appropriate system of internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded, and proper records maintained.

The Company’s independent auditors, Devisser Gray, Chartered Accountants, are appointed by the shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada and the Public Company Accounting Oversight Board (United States), and their report follows.

The Audit Committee of the Board of Directors has met with the company’s independent auditors to review the scope and results of the annual audit, and to review the financial statements and related financial reporting matters prior to submitting the financial statements to the Board for approval.

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

-67-

D E V I S S E R G R A Y

CHARTERED ACCOUNTANTS

401 - 905 West Pender Street

Vancouver, BC Canada

V6C 1L6

Tel: (604) 687-5447

Fax: (604) 687-6737

AUDITORS’ REPORT

To the Shareholders of Rubicon Minerals Corporation

We have audited the consolidated balance sheets and consolidated statements of mineral property costs of Rubicon Minerals Corporation as at December 31, 2005 and 2004 and the consolidated statements of operations and deficit and cash flows for each of the years in the three year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements 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 an audit to obtain reasonable assurance whether the financial statements are free of materials misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and cash flow for each of the years in the three year period ended December 31, 2005 in accordance with generally accepted accounting principles in Canada.

“De Visser Gray”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

March 24, 2006, except as at note 14, which is as at March 29, 2006

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such as those referred to in note 1 to these consolidated financial statements. Although we conducted our audits in accordance with both Canadian and U.S. generally accepted auditing standards, our report to the shareholders dated March 24, 2006 is expressed in accordance with Canadian reporting standards which do not require a reference to such matters when the uncertainties are adequately disclosed in the consolidated financial statements.

“De Visser Gray”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

March 24, 2006, except as at note 14, which is as at March 29, 2006

-68-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	As at December 31
	2005			2004
Assets
Current assets
Cash and cash equivalents	$	2,810,503		$	6,941,848
Amounts receivable		927,210			263,731
Prepaid expenses		23,373			64,202
		3,761,086			7,269,781
Investments (note 5)		6,546,411			3,177,783
Equipment (note 6)		51,228			56,604
Mineral property costs (note 7)		22,961,644			19,815,494
	$	33,320,369		$	30,319,662
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	519,961		$	897,397
Non-controlling interest		407,479			474,340
Shareholders’ equity
Share capital (note 8(a))		45,610,692			39,184,721
Contributed surplus (note 8(b))		2,623,780			1,960,463
Deficit		(15,841,543	)		(12,197,259	)
		32,392,929			28,947,925
	$	33,320,369		$	30,319,662
See accompanying notes to the consolidated financial statements

Continuance of Operations(note 1)

Commitments (Note 10)

Subsequent events (Note 14)

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

-69-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	For the years ended December 31
	2005			2004			2003
Expenses
Amortization	$	17,412		$	19,130		$	12,543
Consulting		138,847			187,032			124,726
General mineral exploration		283,391			214,962			201,527
Investor relations		496,172			354,539			413,911
Office		200,922			220,635			119,189
Professional fees		304,741			238,463			186,221
Rent		84,418			59,127			68,634
Salaries		629,701			528,836			335,142
Stock-based compensation (notes 3 and 8(b))		683,671			983,380			556,046
Telephone		17,946			15,121			7,910
IPO costs of subsidiary		2,913			411,188			-
Re-organization costs (note 2)		129,210			-			-
Transfer agent and regulatory filing fees		112,797			130,095			153,341
Travel and accommodation		28,804			35,225			28,417
Write-off of mineral property costs		1,715,674			1,713,144			231,388
Loss before other items		(4,846,619	)		(5,110,877	)		(2,438,995	)
Corporate capital tax expense		-			-			(47,012	)
Interest and miscellaneous income		82,232			150,018			153,910
Option and administration fees in excess of property costs		119,606			-			-
Gain on sale of investments		76,765			694,769			19,703
Gain on settlement of debt		101,251			-			-
Loss on equity investment		(288,323	)		(25,000	)		-
Future income tax recovery (note 8(a))		1,043,943			-			-
Allocation of subsidiary’s loss to minority interest		66,861			208,254			-
Net loss for the year		(3,644,284	)		(4,082,836	)		(2,312,394	)
Deficit, beginning of year		(12,197,259	)		(8,114,423	)		(5,802,029	)
Deficit, end of year	$	(15,841,543	)	$	(12,197,259	)	$	(8,114,423	)
Basic and diluted loss per common share	$	(0.06	)	$	(0.08	)	$	(0.05	)
Weighted average number of common shares outstanding		60,223,727			52,919,912			43,240,383
See accompanying notes to the consolidated financial statements

-70-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	For the years ended December 31
		2005			2004			2003
Cash Provided by (Used for):
Operating Activities
Net loss for the year	$	(3,644,284	)	$	(4,082,836	)	$	(2,312,394	)
Adjustment for items which do not involve cash:
Amortization		17,412			19,130			12,543
Stock-based compensation		683,671			1,100,980			556,046
Write-off of mineral property costs		1,715,674			1,713,144			231,388
Gain on sale of investments		(76,765	)		(694,769	)		(19,703	)
Loss on equity investment		288,323			25,000			-
Future income tax recovery		(1,043,943	)		-			-
Allocation of subsidiary’s loss to minority interest		(66,861	)		(208,254	)		-
		(2,126,773	)		(2,127,605	)		(1,532,120	)
Changes in non-cash working capital components:
Prepaid expenses		40,829			(43,798	)		(14,948	)
Amounts receivable		(663,479	)		689,334			(768,668	)
Accounts payable and accrued liabilities		(525,011	)		(46,049	)		(85,553	)
		(3,274,434	)		(1,528,118	)		(2,401,289	)
Investing Activities*
Mineral property costs		(6,354,538	)		(8,599,220	)		(9,317,324	)
Purchase of equipment		(12,036	)		(31,631	)		(17,692	)
Purchase of investments		(4,151,793	)		(4,004,193	)		(300,000	)
Proceeds on sales of investments		804,233			2,489,294			33,737
Cash acquired in capital transaction		-			-			714,031
		(9,714,134	)		(10,145,750	)		(8,887,248	)
Financing Activities*
Common shares issued for cash		8,200,368			3,628,330			17,700,909
Share issue costs		(902,328	)		(413,658	)		(1,238,338	)
Recovery of property costs incurred		1,495,182			3,857,365			4,677,732
Management and administration fees received		64,001			241,605			290,342
		8,857,223			7,313,642			21,430,645
Net cash (used) provided during the year		(4,131,345	)		(4,360,226	)		10,142,108
Cash and cash equivalents, beginning of year		6,941,848			11,302,074			1,159,966
Cash and cash equivalents, end of year	$	2,810,503		$	6,941,848		$	11,302,074

During the year, the Company paid and received interest as follows:

Interest received	$	69,128	$	157,149	$	134,626
Interest paid	$	26,249	$	1,137	$	2,874

*Supplemental Disclosure of Non-Cash Investing and Financing Activities - Refer to Note 11.

See accompanying notes to the consolidated financial statements

-71-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	Balance December 31 2003			Gross Expenditures 2004		Write-off or  Recovery 2004			Balance December 31 2004			Gross Expenditures 2005		Write-off or Recovery 2005			Balance December 31 2005
CANADA
ONTARIO
RED LAKE MINING DIVISION
McFinley Property
Acquisition and option payments	$	2,766,606		$	360,092	$	-		$	3,126,698		$	265,742	$	-		$	3,392,440
Exploration costs
Geological and geochemical		1,188,210			80,818		-			1,269,028			141,655		-			1,410,683
Drilling		1,876,454			1,731,442		-			3,607,896			2,067,733		-			5,675,629
Geophysical		99,802			1,345		-			101,147			-		-			101,147
Travel and accommodation		96,221			40,529		-			136,750			46,291		-			183,041
Other		29,659			1,637		-			31,296			760		-			32,056
		6,056,952			2,215,863		-			8,272,815			2,522,181		-			10,794,996
Other Red Lake Properties
Acquisition and option payments		595,957			73,768		(230,862	)		438,863			112,564		(77,750	)		473,677
Exploration costs
Geological and geochemical		614,503			289,371		(167,157	)		736,717			360,778		(142,682	)		954,813
Drilling		548,862			676,490		(628,929	)		596,423			593,823		(567,127	)		623,119
Geophysical		297,088			78,641		(95,419	)		280,310			-		-			280,310
Travel and accommodation		40,783			47,339		(18,652	)		69,470			24,083		(13,890	)		79,663
Other		3,118			-		(137	)		2,981			32,511		(18	)		35,474
Administration fees (earned)		(370,962	)		-		(65,082	)		(436,044	)		-		(23,650	)		(459,694	)
		1,729,349			1,165,609		(1,206,238	)		1,688,720			1,123,759		(825,117	)		1,987,362
McCuaig JV Project
Acquisition and option payments		79,940			24,000		-			103,940			6,000		-			109,940
Exploration costs
Geological and geochemical		414,334			57,552		(32,385	)		439,501			12,438		(2,569	)		449,370
Drilling		992,186			252,436		(100,975	)		1,143,647			582		-			1,144,229
Geophysical		27,682			-		(257	)		27,425			-		-			27,425
Travel and accommodation		27,192			7,904		(2,904	)		32,192			-		-			32,192
Other		1,400			1,000		(400	)		2,000			-		-			2,000
Administration fees (earned)		(16,886	)		-		(10,492	)		(27,378	)		-		(257	)		(27,635	)
		1,525,848			342,892		(147,413	)		1,721,327			19,020		(2,826	)		1,737,521
English Royalty Division
Acquisition and option payments		525,438			249,952		(604,058	)		171,332			44,575		(140,907	)		75,000
Exploration costs
Geological and geochemical		86,420			158,449		-			244,869			113,879		-			358,748
Travel and accommodation		2,328			3,201		-			5,529			3,590		-			9,119
Other		23			84		-			107			-		-			107
		614,209			411,686		(604,058	)		421,837			162,044		(140,907	)		442,974

See accompanying notes to the consolidated financial statements

-72-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	Balance December 31 2003			Gross Expenditures 2004		Write-off or Recovery 2004			Balance December 31 2004			Gross Expenditures 2005		Write-off or Recovery 2005			Balance December 31 2005
ONTARIO(continued)
Other Ontario Properties
Acquisition and option payments	$	41,310		$	-	$	(41,310	)	$	-		$	-	$	-		$	-
Exploration costs					-					-			-		-			-
Geological and geochemical		22,722			-		(22,722	)		-			-		-			-
Geophysical		56,362			-		(56,362	)		-			-		-			-
Travel and accommodation		1,322			-		(1,322	)		-			-		-			-
		121,716			-		(121,716	)		-			-		-			-
NEWFOUNDLAND
GOLD PROPERTIES
StarTrack Trend Properties
Acquisition and option payments		308,578			86,408		(150,744	)		244,242			-		-			244,242
Exploration costs
Geological and geochemical		429,479			90,306		(72,340	)		447,445			41,030		-			488,475
Drilling		-			224,058		(100,000	)		124,058			-		-			124,058
Geophysical		57,197			-		(56,715	)		482			-		-			482
Travel and accommodation		10,026			1,277		(734	)		10,569			231		(38	)		10,762
Other		450			3,130		-			3,580			-		-			3,580
		805,730			405,179		(380,533	)		830,376			41,261		(38	)		871,599
Golden Promise Trend Properties
Acquisition and option payments		289,611			219,495		(360,680	)		148,426			141,912		(87,000	)		203,338
Exploration costs
Geological and geochemical		238,642			622,733		(608,021	)		253,354			292,631		(141,209	)		404,776
Drilling		108,505			392,168		(328,608	)		172,065			16,218		(9,824	)		178,459
Geophysical		117,321			-		(62,742	)		54,579			750		-			55,329
Travel and accommodation		6,355			16,188		(14,807	)		7,736			7,402		(4,389	)		10,749
Other		-			296		(296	)		-			71		(71	)		-
Administration fees (earned)		(74,203	)		-		(104,641	)		(178,844	)		-		(11,857	)		(190,701	)
		686,231			1,250,880		(1,479,795	)		457,316			458,984		(254,350	)		661,950
Avalon Trend Properties
Acquisition and option payments		102,566			109,725		(52,508	)		159,783			30,044		(120,889	)		68,938
Exploration costs
Geological and geochemical		296,213			339,711		(380,247	)		255,677			49,427		(109,299	)		195,805
Drilling		-			263,443		(263,443	)		-			7,163		(7,163	)		-
Travel and accommodation		4,497			2,115		(2,433	)		4,179			437		(561	)		4,055
Other		-			1,366		(641	)		725			418		(1,143	)		-
Administration fees (earned)		-			-		(42,671	)		(42,671	)		-		26,220			(16,451	)
		403,276			716,360		(741,943	)		377,693			87,489		(212,835	)		252,347
Glenwood-Botwood Trend Properties
Acquisition and option payments		323,842			246,707		(168,199	)		402,350			306,750		(33,568	)		675,532
Exploration costs
Geological and geochemical		581,843			502,002		(68,856	)		1,014,989			767,521		(241,759	)		1,540,751
Drilling					395,568		(104,467	)		291,101			374,997		-			666,098
Geophysical		236,806			39,279		(20,056	)		256,029			34,158		(31,158	)		259,029
Travel and accommodation		5,849			5,534		(1,357	)		10,026			5,215		-			15,241
Administration fees (earned)		(39,887	)		-		(3,026	)		(42,913	)		-		(24,811	)		(67,724	)
		1,108,453			1,189,090		(365,961	)		1,931,582			1,488,641		(331,296	)		3,088,927

See accompanying notes to the consolidated financial statements

-73-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	Balance December 31 2003			Gross Expenditures 2004			Write-off or Recovery 2004			Balance December 31 2004		Gross Expenditures 2005		Write-off or Recovery 2005			Balance December 31 2005
NEWFOUNDLAND GOLD PROPERTIES (continued)
New World Trend Property
Acquisition and option payments	$	16,090		$	53,600		$	-		$	69,690	$	37,850	$	-		$	107,540
Exploration costs
Geological and geochemical		233,879			69,566			-			303,445		27,013		-			330,458
					567			-			567		1,583		-			2,150
Travel and accommodation		1,817			43			-			1,860		14		-			1,874
		251,786			123,776			-			375,562		66,460		-			442,022
GNP Trend Property
Acquisition and option payments		34,171			-			(34,171	)		-		-		-			-
Exploration costs
Geological and geochemical		27,257			-			(27,257	)		-		-		-			-
Travel and accommodation		3,373			-			(3,373	)		-		-		-			-
		64,801			-			(64,801	)		-		-		-			-
Base Metal Properties
Acquisition and option payments		284,891			44,599			(239,798	)		89,692		36,790		(76,493	)		49,989
Exploration costs
Geological and geochemical		390,408			8,994			(150,631	)		248,771		125,460		(4,500	)		369,731
Drilling		516,168			66,542			(290,976	)		291,734		193,164		-			484,898
Geophysical		169,902			-			(87,265	)		82,637		-		-			82,637
Travel and accommodation		33,270			1,193			(12,476	)		21,987		-		-			21,987
Other		9,094			-			(8,869	)		225		-		-			225
Administration fees (earned)		(84,947	)		-			84,947			-		-		-			-
		1,318,786			121,328			(705,068	)		735,046		355,414		(80,993	)		1,009,467
BRITISH COLUMBIA
Axelgold and Thumb Peak
Acquisition and option payments		435,838			-			(435,838	)		-		-		-			-
Exploration costs
Geological and geochemical		58,715			601			(59,316	)		-		-		-			-
Drilling		1,099			151			(1,250	)		-		-		-			-
Travel and accommodation		2,943			-			(2,943	)		-		-		-			-
Administration fees (earned)		(63,860	)		-			63,860			-		-		-			-
		434,735			752			(435,487	)		-		-		-			-
NUNAVUT, BAFFIN ISLAND
Incognita Joint Venture Property
Acquisition and option payments		84,048			65,000			(149,048	)		-		-		-			-
Exploration costs
Geological and geochemical		87,097			(66,677	)		(20,420	)		-		-		-			-
Drilling		32,758			97,050			(129,808	)		-		-		-			-
Geophysical		14,151			-			(14,151	)		-		-		-			-
Travel and accommodation		4,294			8,000			(12,294	)		-		-		-			-
Other		354			22,178			(22,532	)		-		-		-			-
Administration fees (earned)		(197,608	)		-			197,608			-		-		-			-
		25,094			125,551			(150,645	)		-		-		-			-

See accompanying notes to the consolidated financial statements

-74-

RUBICON MINERALS CORPORATION

Consolidated Balance Sheets

(Stated in Canadian Dollars)

	Balance December 31 2003			Gross Expenditures 2004		Write-off or Recovery 2004			Balance December 31 2004			Gross Expenditures 2005		Write-off or Recovery 2005			Balance December 31 2005
UNITED STATES OF AMERICA
ALASKA
Palmer Property
Acquisition and option payments	$	908,389		$	136,566	$	-		$	1,044,955		$	105,480	$	(941,020	)	$	209,415
Exploration costs
Geological and geochemical		209,932			161,300		-			371,232			3,609		-			374,841
Drilling		682,215			-		-			682,215			-		-			682,215
Travel and accommodation		18,003			-		-			18,003			-		-			18,003
Other		18,013			-		-			18,013			-		-			18,013
Administration fees (earned)		(76,483	)		-		-			(76,483	)		-		-			(76,483	)
		1,760,069			297,866		-			2,057,935			109,089		(941,020	)		1,226,004
ARIZONA
Yuma King Property
Acquisition and option payments		-			54,202		-			54,202			6,340		(60,542	)		-
Exploration costs
Geological and geochemical		-			16,484		-			16,484			23		(16,507	)		-
Travel and accommodation		-			1,188		-			1,188			210		(1,398	)		-
-					71,874		-			71,874			6,573		(78,447	)		-
NEVADA
Other Properties
Acquisition and option payments		369,783			419,572		(23,505	)		765,850			140,110		(614,317	)		291,643
Exploration costs
Geological and geochemical		-			118,794		(11,233	)		107,561			72,608		(25,337	)		154,832
		369,783			538,366		(34,738	)		873,411			212,718		(639,654	)		446,475
Mineral Property Costs	$	17,276,818		$	8,977,072	$	(6,438,396	)	$	19,815,494		$	6,653,633	$	(3,507,483	)	$	22,961,644

Property Costs Written-off

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

	2005		2004		2003
Other Red Lake Properties	$	-	$	226,527	$	6,457
Other Ontario		-		121,716		-
Avalon Trend Properties		195,554		-		-
Golden Promise Trend Properties		6,186		-		-
Newfoundland Base Metal Properties		-		231,980		196,841
Other Newfoundland Properties		38		493,817		26,695
Nunavut Properties		-		150,645		-
British Columbia Properties		-		435,487		-
Other Properties		1,513,896		52,972		1,395
Total costs written-off		1,715,674		1,713,144		231,388
Aggregate cost recoveries and administration fees received		1,791,809		4,725,252		4,968,074
Gross write-offs and recoveries	$	3,507,483	$	6,438,396	$	5,199,462

See accompanying notes to the consolidated financial statements

-75-

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 is primarily involved in the acquisition and exploration of mineral property interests in Canada, in the United States and in the Democratic Republic of Congo. 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.

These consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and has an accumulated operating deficit of $15.8 million at December 31, 2005 (2004 - $12.2 million). The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate equity financing to fund its exploration and administrative expenses.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to continue as a going-concern, the net realizable values of its assets may be materially less than the amounts recorded on the balance sheets.

2.PROPOSED RE-ORGANIZATION

On November 21, 2005, the Company announced that it intended to complete a corporate restructuring which would have the result of dividing its existing portfolio of mineral properties into three separate public companies. Following the corporate restructuring the Company is to continue to hold its Ontario properties and USA properties (subsequently superceded by the proposed disposition of the USA properties under the agreement with Carlin Gold Corp. and related Plan of Arrangement announced subsequent to the year end - refer to note 14). One of the newly-created companies is to hold all of the Company’s Newfoundland properties. The other newly created company is to hold all of the Company’s investment in Africo Resources Ltd. The proposed reorganization of the Company will be accomplished by way of a statutory Plan of Arrangement and is subject to shareholder, regulatory and court approvals.

3.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 13, 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 60.4%-owned subsidiary, Toquima Minerals Corporation (“Toquima”). The investment in Africo Resources Ltd. is accounted for on the equity basis.

All intercompany 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.

-76-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Investments

The Company’s investments are carried at cost and considered non-current assets as the Company intends to hold them for a period of greater than one year. If there is a loss in value that is other than temporary, the investments are written-down to their estimated market values.

Equipment

Equipment is recorded and amortized over their estimated useful economic lives using declining balance method at annual rates of 20% for office furniture and equipment, 30% for computer equipment and 50% for software.

Mineral Property Costs

The Company records its interest in mineral properties at cost. Acquisition, option payments and direct exploration costs are deferred until the properties are placed into production, sold or abandoned, at which time these deferred costs will 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’s management 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, 2005, the Company does not have any 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.

-77-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments and Financial Risk

The Company’s financial instruments consists of cash, amounts receivable, accounts payable and accrued liabilities, the fair values of which approximate their carrying amounts due to the short-term nature of these instruments.

Share Capital

Common shares issued for non-monetary consideration are recorded at their 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 or 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

The Company follows the Recommendations of the Canadian Institute of Chartered Accountants (“CICA”) in connection with accounting for stock option-based compensation. The standard now requires that all stock option-based awards made to consultants and employees be 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 and the related contributed surplus originally recognized when the options were granted, is transferred to share capital.

Income Taxes

The Company accounts for the 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.

Except for flow-through share issues, the Company’s accounting policy for future income taxes currently had no effect on the financial statements of any of the fiscal years presented.

Flow-through Shares

The Company has adopted the guidance 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.

-78-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

4. RELATED PARTY TRANSACTIONS

During 2005, the Company paid or accrued legal fees to a law firm, of which a partner is a director of the Company, aggregating to $379,857 (2004 - $664,277; 2003 - $291,791), including amounts paid or accrued by the Company’s subsidiary, Toquima, amounting to $28,807 (2004 - $254,471). The fees are recorded within professional expenses, IPO costs of subsidiary (Toquima), mineral property acquisition costs, investments and share issue costs in these financial statements. As at December 31, 2005, this law firm is owed $9,884 (2004 - $277,521; 2003 - $62,569). These amounts are included in accounts payable and accrued liabilities and represent the unpaid portion of the legal fees as of the respective dates. In addition, during 2005, this law firm also billed nil (2004 - $53,920) in legal fees to Africo Resources Ltd., a long-term investment of the Company, accounted for by the equity method. During 2005, this firm agreed to settle debts of Toquima resulting in a reduction of fees payable of $77,234. All these transactions were recorded at their fair value amounts and were incurred in the normal course of business.

During 2004, the Company completed an option agreement with TLC Ventures Corp. (“TLC”) , whereby TLC can acquire a 100% interest in the Point Leamington Property located on the island of Newfoundland in exchange for a total of 300,000 common shares of TLC and $250,000 in cash, both payable over 3 years. The Company and TLC had a common director at the time the Company entered into this option agreement. The option agreement was incurred in the normal course of business and all payments are recorded at their fair value amounts.

5.INVESTMENTS

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

	2005				2004
	Aggregate Cost		Market Value		Aggregate Cost		Market Value
		$		$		$		$
Public companies		361,978		351,416		814,414		611,927
Private company (a)		6,184,433		- *		2,363,369		- *
		6,546,411		351,416		3,177,783		611,927

* - The fair value of each outstanding common share of this private company is not readily determinable

(a)   Investment in Africo Resources Ltd. (“Africo”)

During 2004, the Company acquired a 60% interest in Africo, a British Columbia private company that controls an option to acquire a 75% interest in a copper-cobalt resource located in the Democratic Republic of Congo. During 2004, the Company resold part of its investment for a gain of $684,174. As at December 31, 2005, the Company owned 37.4% of Africo (2004 - 35.6%).

Changes in the investment are summarized as follows:

	2005			2004
Balance, beginning of the year	$	2,363,369		$	-
Changes during the year:
Net participation in Africo equity financings		4,109,387			3,748,585
Partial sale of investment		-			(1,533,332	)
Other investment costs		-			173,116
Equity interest in losses of Africo		(288,323	)		(25,000	)
Balance, end of the year	$	6,184,433		$	2,363,369

-79-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

6.EQUIPMENT

					December 31 2005						December 31 2004
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Amortization		Value		Cost		Amortization		Value
Furniture and fixtures	$	52,570	$	37,332	$	15,238	$	52,570	$	33,523	$	19,047
Computer equipment		108,558		74,251		34,307		97,238		61,975		35,263
Software		5,731		4,048		1,683		5,016		2,722		2,294
	$	166,859	$	115,631	$	51,228	$	154,824	$	98,220	$	56,604

7.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

McFinley Gold Property

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.

Water Claims Agreement (“Water Claims”)

The Company optioned the Water Claims (25 licences of occupation and one mineral lease) in January 2002 from Dominion Goldfields Corporation (“DGC”) by agreeing to pay $800,000, issue 260,000 shares and complete US$1,300,000 of exploration prior to March 31, 2006. During 2004 the Company completed its acquisition of the Water Claims after meeting all the required payments and expenditures. The Water 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 purchased the Land Claims (16 patented claims) from DGC in July 2002 for Cdn$500,000 and the issuance of 500,000 common shares. The Company also issued to the vendor 100,000 stock options (exercise price of $1.15 per common share, expiring July 2007). The Land 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 optioned the Manitou Property, consisting of 301 unpatented mining claims located in the Harper Lake and Lower Manitou Lake Townships, Kenora Mining Division, Ontario. The Company has the right to acquire a 100% interest in the property by making payments of $210,000 ($15,000 paid) cash and 70,000 shares over three years.

-80-

7. PROPERTY INTERESTS (continued)

Option Agreement with Goldcorp Inc.

During 2003, the Company granted an option to Goldcorp Inc. (“Goldcorp”) to earn up to a 70% interest the Sidace Lake, Red Lake North and Adams Lake Properties, whereby Goldcorp must spend $5,000,000 in exploration expenditures. Goldcorp did not fulfill the expenditure 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 optioned to Goldcorp Inc. 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.

DMC Properties

Meunier Property

The Company has a 100% interest in 118 unpatented claims (222 units), which it acquired by spending $350,000 on exploration expenditures and making option payments of $75,000. 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 15^th of each year.

Red Lake West Property

The Company acquired 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 acquired 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.

Option agreement with Agnico-Eagle Mines Ltd.

On September 23, 2005, the Company signed a letter agreement with Agnico-Eagle Mines Ltd. (“Agnico-Eagle”) whereby Agnico-Eagle has the right to earn a 51% interest in a portion of the DMC properties (totaling 130 claims, 263 units) by incurring exploration expenditures of $2.25 million over 3 years including $500,000 in year one and making cash payments to the Company of $110,000 including $25,000 in year one. Upon vesting, Agnico-Eagle can increase its interest up to 65% by incurring $1 million of exploration expenditures for each 1%.

Slate Bay Property

The Company acquired 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.

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 by spending $2.75 million in exploration costs, issuing 25,000, and $90,000 worth, of King Bay shares and paying $100,000 cash. Subsequent to the year end, Kings Bay terminated the option. Refer to note 14.

-81-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

7. PROPERTY INTERESTS (continued)

Humlin Property

The Company acquired a 100% interest in 9 unpatented 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, including the underlying Hammell agreement.

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 acquired a 40% interest in 23 unpatented claims (42 units) located in the Bateman and Blackbear townships. The Company has the option to acquire the remaining 60% interest by making cash payments of $87,000 ($39,000 paid) and issuing 60,000 common shares (60,000 issued).The property is subject to a 2% NSR royalty, of which the Company may purchase 50% for $1.0 million.

Seargeant Property

The Company has an option to acquire a 100% interest in 2 unpatented claims (2 units) located in the Blackbear township by making cash payments of $55,000 ($35,000 paid) by October 20, 2006. The property is subject to a 2% NSR royalty of which the Company may purchase 50% for $750,000.

McCuaig JV Property

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. 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.

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.

Pursuant to the terms of this agreement, during 2004, Redstar issued 250,000 shares to the Company and completed $450,000 worth of exploration expenditures.

During 2005, the Company renegotiated the option agreement with Redstar, whereby under the new agreement Redstar made an initial cash and share payment of $9,000 and 250,000 Redstar shares. Redstar was then required to make additional cash payments of $84,000, issue an additional $75,000 in Redstar shares and complete an additional $1,100,000 in exploration expenditures over a four year period to earn a 51% interest in the properties.

Redstar can increase its interest to 60% by funding total exploration expenditures of $3 million over eight years and can increase its interest to 70% by funding a bankable feasibility study and arranging project financing for a mine. Redstar is also responsible for making all cash payments to the underlying property vendors.

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RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

7. PROPERTY INTERESTS (continued)

English Royalty Division (“ERD”)

During 2003, the Company acquired the underlying interests in 74 mineral properties for cash consideration of $500,000 and share consideration of 25,000 shares valued at $287,500. Most of the properties had option agreements with third parties, including 14 with the Company. Accordingly, this agreement reduced the Company’s aggregate property payments due under these pre-existing options by $414,000.

Properties included in the ERD are not explored by the Company but are held for the purpose of earning option and 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. At December 31, 2005, the ERD included 33 (2004 - 51) properties with option agreements.

During 2003, 2004 and 2005, the Company recorded cash and share receipts (before costs) of $1,140,273 in connection with third party option payments received pursuant to the ERD.

NEWFOUNDLAND

Golden Promise Trend Properties

The Company has a 100% interest in approximately 2,353 claims acquired by staking. In addition, the Company has entered into four option agreements to earn a 100% interest in 489 claims by making cumulative cash payments of $382,000 ($297,000 paid) and common share issuances of 170,000 (170,000 issued or cash in lieu paid). The properties are subject to 2.0% - 2.5% NSR royalties on the optioned claims and the Company has the right to buy back 1.0% - 1.5% of the NSR royalties for $1 million - $1.5 million at any time.

Option Agreement with Placer Dome (CLA) Limited (“Placer”)

In August 2003, the Company optioned a 70% interest in 23 mineral licenses known as the Golden Promise, Mercer, Three Angle Pond, Badger and Tom Joe Properties to Placer. During 2005, Placer terminated the agreement after incurring $1.8 million of exploration expenditures.

Option Agreement with Crosshair Exploration and Mining Corp. (“Crosshair”)

The Company has optioned a 60% interest in eleven mineral licenses known as the Victoria Lake Option (South Golden Promise, Barren Lake and Victoria Lake properties) to Crosshair in consideration for Crosshair incurring $1.75 million in exploration expenditures and issuing 400,000 common shares (300,000 issued) to the Company.

Glenwood-Botwood Gold Trend

The Company has a 100% interest in 1187 claims (reduced from 1912) acquired by staking. In addition, the Company has entered into ten option agreements to earn a 100% interest in a total of 680 claims (reduced from 879) for aggregate consideration of $973,360 in cash ($533,860 paid) and the issuance of 422,000 common shares, (251,000 issued or cash in lieu paid). The properties are subject to NSR royalties varying from 2-3% of which 50%- 60% can be purchased for varying amounts between $1 million to $3.0 million at any time. Annual advanced royalty payments that vary from $7,500 to $25,000 must be made on several properties starting in 2007. Claims subject to option agreements with third parties are as follows:

Huxter Lane Joint Venture Agreement with Meridian Gold Inc. (“Meridian”)

During the year ended December 31, 2004, the Company optioned four mineral licenses known as the Huxter Lane Property to Meridian. Under the terms of the agreement, Meridian can earn a 55% interest in this 1350 hectare property by spending $1,000,000 over a period of three years, make the underlying cash payments to the vendor and by paying the Company approximately $61,400. Meridian may earn an additional 10% by funding the project to a bankable feasibility study and an additional 5% (for a total interest of 70%) by funding all costs to a positive production decision.

-83-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

7.PROPERTY INTERESTS (continued)

Wings Point and Glenwood Option Agreements with CrosshairExploration Mining Corp. (“Crosshair”)

The Company optioned a 60% interest in the Wings Point Property and the Glenwood Break Property to Crosshair. During 2005, Crosshair terminated its option on the project.

Avalon Gold Trend - Berg Property

The Company acquired a 100% interest in 271 claims (6775 hectares) for aggregate cash consideration of $75,000. The property is subject to a 2% NSR royalty, of which the Company may purchase 50% for $1.5million. Annual advance royalty payments of $15,000 per year begin in November 2007.

Avalon Option Agreement with IAMGold Corporation (“IAMGOLD”)

In February 2004, the Company entered into an agreement with IAMGold Corporation (“IAMGold”), whereby IAMGold could earn an initial 55% interest in the Avalon claims. During 2005, IAMGold terminated its option on the project after incurring a total of approximately $600,000 of exploration expenditures and making $42,750 of underlying property payments.

New World Gold Trend

The Company acquired a 100% interest in 231 claims (reduced from 455) for aggregate cash consideration of $57,000 (paid) and the issuance of an aggregate of 45,000 common shares (issued). The property is subject to a 2.0% NSR royalty, of which the Company may purchase 50% for $1 million. Annual advanced royalty payments of $15,000 are required starting on April 19, 2007.

Star Track Gold Trend

The Company has an option to acquire a 100% interest in 158 claims (3950 hectares). Cash payments of $62,000 and share payments of 150,000 have been issued. An amending agreement allows for a postponed final payment later in 2006. The property is subject to a 2% NSR of which 50% can be purchased for $1,000,000. No work was conducted on the property in 2005.

Base Metal Properties

Point Leamington Property

The Company acquired a 100% interest in a mining lease in the Point Leamington area for which the Company paid an aggregate of $33,532 and issued 100,000 common shares. The property is subject to a 2% NSR royalty, of which the Company may purchase 25% for $500,000.

Option Agreement with TLC Ventures Corp. (“TLC”)

During 2004, the Company completed an option agreement with TLC, whereby TLC can acquire a 100% interest in the Point Leamington Property in exchange for a total of 225,000 common shares of TLC and $200,000 in cash, both payable over 3 years. As at December 31, 2005, the Company had received 225,000 common shares and $175,000 in cash. If TLC were to sell the property during the option period, the Company would receive 50% of the gross proceeds in excess of consideration already paid by TLC. The Company retains the right of first refusal to purchase a 2% NSR royalty.

Seal Bay Property

The Company has completed exploration expenditures of $205,000 in 2005 (total $700,000) to earn a 51% interest according to an amended agreement dated July 15, 2002 and is in the process of formalizing a joint venture with the optionor.

West Cleary Property

The Company holds a 51% interest in one mineral license.

-84-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

7.   PROPERTY INTERESTS (continued)

Victoria Lake 10188M Property

The Company can earn 100% interest in the property (2 mineral licenses, 139 claims) by making cash payments totaling $60,000 ($15,000 paid) and 40,000 Company shares (5,000 paid). The agreement is subject to a 2.5% NSR of which 1.5% can be purchased by the Company for $1.5 million with a right of first refusal on the remaining 1.0%.

Harpoon Property

The Company can acquire a 100% interest in the 5 mineral licences (225 claims) by completing option payments totaling $95,000 ($25,000 paid) and 10,000 common shares (10,000 paid) over 3 years. The property is subject to a 2.0% NSR of which 1.0% can be purchased by the Company for $1.0 million with a right of first refusal on the remaining 1.0%.

UNITED STATES OF AMERICA

Alaska - Palmer Property

The Company’s controlled subsidiary, Toquima, has an exclusive 99 year mining lease on 340 federal mining claims located near Haines, Alaska.

To maintain the lease, Toquima is required to make annual advance royalty payments of US$42,500 and pay annual assessment fees to the Federal Bureau of Land Management of US$34,000. The Company was also required to issue a total of 200,000 common shares (issued). The lease is subject to a 2.5% net smelter return (“NSR”) royalty of which Toquima may purchase portions up to a maximum of 1.5% as follows: 0.5% for US$1 million at any time before the sixth anniversary of the date of the mineral lease; 0.5% for US$2 million before the seventh anniversary; and 0.5% for US$3 million before the tenth anniversary. Toquima has a right of first refusal to purchase the NSR or any portion thereof at any time during the term of the lease.

Nevada Properties

Toquima has option agreements to acquire 100% interests in 9 properties in Nevada, USA for various payments of cash and shares of its subsidiary Toquima. During 2005, Toquima granted the following options: to Newmont Mining Corp., the option to earn a 60% interest in the LHT property, to Romarco Minerals Inc., the option to earn a 60% interest in the Pine Grove property, and to Piedmont Mining Corp., the option to earn a 51% interest in the Dome/HiHo property .

Subsequent to December 31, 2005, Toquima announced an agreement with Carlin Gold Corporation (“Carlin”), whereby Carlin will issue 6,772,226 common shares to Toquima’s shareholders on a pro-rata basis in respect to the acquisition of Toquima’s mineral property interests in Nevada. Concurrently, pursuant to a Plan of Arrangement, Toquima’s current shareholders will receive 5,540,913 special warrants exchangeable to acquire an equal number of common shares of a new company, Constantine Metal Resources Ltd. (“Constantine”), in the event of Constantine completing an Initial Public Offering (“IPO”) under certain specified conditions. Constantine will, prior to this transaction, acquire Toquima’s interest in the Alaskan Palmer property. Should the IPO not complete under the conditions specified, the special warrants will become exercisable to acquire common shares of Carlin and Constantine will become a subsidiary of Carlin through Carlin’s ownership of the common shares of Toquima.

These transactions remain subject to the approval of Toquima’s shareholders and regulatory consents.

Refer also to note 14(d).

At December 31, 2005, the Company has adjusted downward on a pro-rata basis the carrying amounts of the Palmer and Nevada properties in its accounts to reflect the Constantine and/or Carlin shares that will ultimately be received in exchange for these interests, plus the current $407,479 non-controlling interest in the net assets of Toquima, which will also be eliminated upon the disposition of that company. The adjusted $1,265,000 net carrying amount reflects approximately 7.9 million shares at $0.16 per share based on the trading price of Carlin shares on January 12, 2006, which was the date that the managements of Toquima and Carlin signed a Letter of Understanding in respect to the Plan of Arrangement.

-85-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

8.SHARE CAPITAL

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

	2005					2004				2003
	Number of Shares		$			$Number of Shares		$		$Number of Shares		$
Balance, beginning of year		55,006,031		39,184,721			52,184,631		35,911,629		34,032,251		18,737,677
Private placements (1) and (2)		10,232,000		6,420,989			2,093,412		2,398,702		13,979,329		14,389,958
Mineral properties		159,000		151,520			123,827		164,372		602,811		711,381
Stock options exercised (3)		300,000		338,087			79,000		80,685		1,547,500		583,125
Warrants exercised		482,493		559,318			525,161		629,333		2,022,740		1,489,488
Flow-through renunciation (4)		-		(1,043,943	)		-		-		-		-
Balance, end of year		66,179,524		45,610,692			55,006,031		39,184,721		52,184,631		35,911,629

(1)   1,000,000 (2004 - 2,093,412; 2003 - 2,000,000) shares were issued under flow-through share purchase agreements.

(2)   Net of issue costs of$979,811 (2004 - $532,075; 2003 - 1,238,338).

(3)   Inclusive of the original $97,837 (2004 - $12,465; 2003 - nil) fair value of these options re-allocated from contributed surplus to share capital on exercise.

   (4)   The Company renounced $2,930,777 in flow through expenditures in February 2005 to investors with an effective date of December 31, 2004. Under Canadian GAAP, the Company is required to reduce share capital by an amount based on the temporary taxable differences created by the renunciation. The amount of $1,043,943 was based on a tax rate of 35.62% applied to the temporary difference of $2,930,777. See Note 3.

b)Stock Options

The Company 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.

The following is a summary of the changes in the Company’s outstanding stock options for 2005, 2004 and 2003.

	2005					2004					2003
	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 (1)		3,486,625			1.11		2,440,000			1.00		3,117,500			0.67
Granted		2,310,000			1.10		1,435,000			1.35		895,000			1.06
Exercised		(300,000	)		0.79		(79,000	)		0.86		(1,547,500	)		0.38
Expired/Cancelled		(681,625	)		1.29		(309,375	)		1.31		(25,000	)		0.46
Outstanding at end of fiscal year (1) and (2)		4,815,000			1.10		3,486,625			1.11		2,440,000			1.00
Exercisable at end of fiscal year		3,349,288			1.10		3,486,625			1.11		2,440,000			1.00

(1)125,000 options granted to a director in 2003 were incorrectly cancelled in 2003. These options are now shown as outstanding as at December 31, 2003 and 2004.

(2) At December 31, 2005, the weighted-average remaining contractual life of stock options outstanding is 3.0 years (2004 - 3.88).

The Company has recorded stock-based compensation included with financial statement line items, as follows:

	2005			2004			2003
Balance at beginning of year	$	1,960,463		$	753,531		$	197,485
Stock-based compensation		683,671			1,100,980			556,046
Share issuance costs		77,483			118,417			-
Fair value of stock options allocated to shares issued on exercise		(97,837	)		(12,465	)		-
Balance at end of year	$	2,623,780		$	1,960,463		$	753,531

-86-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

8.SHARE CAPITAL (continued)

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

	2005	2004	2003
Risk-free interest rate (%)	3.6%	4.5% - 5%	5%
Expected life (years)	4.6 years	2 - 5 years	2 - 10 years
Expected volatility (%)	40%	65% -80%	50%
Expected dividend yield (%)	0%	0%	0%

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, 2005
Type of Issue		Number Outstanding	Weighted Average Price	Weighted Average Life
			$	Years
Stock Options		100,000	0.67	4.67
		150,000	0.74	4.70
		1,000,000	0.83	1.48
		225,000	0.84	1.55
		200,000	0.86	4.96
		20,000	0.99	1.48
		100,000	1.15	1.52
		200,000	1.16	1.44
		20,000	1.17	7.81
		1,750,000	1.18	3.58
		370,000	1.21	4.00
		680,000	1.48	3.08
Total Stock Options	(1)	4,815,000	1.10	3.00
Warrants and Agent Options		298,634	1.40	1.01
	(3)	244,648	0.693	1.62
		4,616,000	0.85	1.62
Total Warrants and Agent Options	(1)(2)	5,159,282	0.87	1.59

(1)   Subsequent to December 31, 2005, additional options were granted and options and warrants were exercised, cancelled or expired. See note 13.

(2)   Warrants include compensation options and warrants paid to financing agents.

(3)   Agent compensation options include options for 244,648 units exercisable for $0.693 consisting of 1 share and ½ share purchase warrant with an expiry of 1.62 years from year end.

9.COMPARATIVE FIGURES

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

-87-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

10.COMMITMENTS

a)   At December 31, 2005, the Company has $383,418 in remaining lease payments for the use of its Vancouver office to September, 2010.

b)   At December 31, 2005, the Company is committed to incur $112,497 (2004 - 2,930,777; 2003 - $1,174,832) in eligible exploration expenditures prior to December 31, 2006 in order to complete obligations entered into pursuant to flow-through share purchase agreements.

c)   The Company is required to make certain cash and share option payments and incur exploration costs to maintain its mineral properties in good standing (Note 7). 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.

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

During the fiscal year ended December 31, 2005, the Company issued 159,000 (2004 - 123,827; 2003 - 602,811) of its common shares at a value of $151,520 (2004 - $164,372; 2003 - $711,381) for mineral properties, and received common shares of other companies valued at $232,626 (2004 - $626,282; 2003 - $340,748) pursuant to the terms of property and joint venture agreements. Included in accounts payable and accrued liabilities at December 31, 2005 is $147,575 (2004 - $213,480; 2003 - $210,011) of mineral property costs.

12.INCOME TAXES

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

	2005			2004
	$			$
Net loss for the year		(3,644,284	)		(4,082,836	)
Expected income recovery		(1,290,219	)		(1,445,373	)
Net adjustment for amortization, deductible and non-deductible amounts		684,483			784,755
Unrecognized benefit of current non-capital loss		605,736			660,618
Total income taxes		-			-

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

	2005			2004
	$			$
Future income tax assets:
Net mineral property carrying amounts in excess of tax pools		(7,782,757	)		(5,195,884	)
Equipment tax pool in excess of carrying value		116,922			99,510
Non-capital loss carryforwards		8,155,257			5,365,934
		489,422			269,560
Valuation allowance		(489,422	)		(269,560	)
Net future tax assets		-			-

The Company has non-capital losses of approximately $8 million (2004 - $5.4 million), which are available to reduce future taxable income in Canada and the United States and which expire between 2006 and 2025. Subject to certain restrictions the Company also has mineral property expenditures of approximately $17 million (2004 - $15.1 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.DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

-88-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

PRINCIPLES (GAAP)

Under Canadian GAAP applicable to junior mining exploration companies, mineral exploration expenditures may be deferred on prospective properties until such time as it is determined that further exploration is not warranted, at which time the property costs are written-off. Under US GAAP, all exploration expenditures must be expensed until an independent feasibility study has determined that the property is capable of economic commercial production. The following items (a) to (g) provide a summary of the impact on line items in these financial statements that would result from the application of US accounting principles to mineral property costs, and also the impact of flow-through share issuances as described at note 13 h) ii).

					December 31
		2005			2004			2003
a) Assets
Mineral Property Costs
Mineral property costs following Canadian GAAP	$	22,961,644		$	19,815,494	)	$	17,276,818
Less balance of deferred mineral property costs		(22,961,644	)		(19,815,494	)		(17,276,818	)
Mineral property costs following US GAAP	$	-		$	-		$	-
b) Operations
Net loss following Canadian GAAP	$	(3,644,284	)	$	(4,082,836	)	$	(2,312,394	)
Mineral property costs expensed under US GAAP		(4,861,824	)		(4,251,820	)		(5,250,093	)
Mineral property costs written-off under Canadian GAAP		1,715,674			1,713,144			231,388
Income from sale of tax benefits under US GAAP		140,000			367,665			480,000
Future income tax recovery under Canadian GAAP		(1,043,943	)		-			-
Net loss under US GAAP	$	(7,694,377	)	$	(6,253847	)	$	(6,851,099	)
c) Loss Per Share
Loss per share and diluted loss per share under U.S. GAAP	$	(0.11	)	$	(0.12	)	$	(0.16	)
d) Deficit
Closing deficit following Canadian GAAP	$	(15,841,543	)	$	(12,197,259	)	$	(8,114,423	)
Adjustment to deficit for accumulated costs expensed under US GAAP, net of historical income and other items		(22,859,486	)		(18,809,393	)		(16,638,382	)
Closing deficit under US GAAP	$	(38,701,029	)	$	(31,006,652	)	$	(24,752,805	)
e) Cash Flows - Operating Activities
Cash applied to operations under Canadian GAAP	$	(3,274,434	)	$	(1,528,118	)	$	(2,401,289	)
Add net loss following Canadian GAAP		3,644,284			4,082,836			2,312,394
Less net loss following US GAAP		(7,694,377	)		(6,253,847	)		(6,851,099	)
Less write downs taken under Canadian GAAP		(1,715,674	)		(1,713,144	)		(231,388	)
Add non-cash property expenditures (recoveries) expensed under US GAAP		66,469			(248,430	)		900,843
Cash applied to operations under US GAAP	$	(8,973,732	)	$	(5,660,703	)	$	(6,270,539	)
f) Cash Flows - Investing Activities
Cash applied to investments under Canadian GAAP	$	(9,714,134	)	$	(10,145,750	)	$	(8,887,248	)
Add cash property costs expensed under US GAAP - net		6,354,538			8,599,220			9,317,324
Cash applied to investments under US GAAP	$	(3,359,596	)	$	(1,546,530	)	$	430,076
g) Cash Flows - Financing Activities
Cash received from financing activities under Canadian GAAP	$	8,857,223		$	7,313,6427,313,642	))	$	21,430,645
Add income tax recovery recorded as share issue costs under Canadian GAAP		1,043,943			-			-
Less exploration recoveries included in income under US GAAP		(1,559,183	)		(4,098,970	)		(4,968,074	)
Less premiums on flow-through share issuances included in income under US GAAP		(140,000	)		(367,665	)		(480,000	)
Cash received from financing activities under US GAAP	$	8,201,983		$	2,847,007		$	15,982,571

-89-

RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

13.DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES (GAAP) (continued)

OTHER DIFFERENCES BETWEEN CANADIAN AND US GAAP

h)Stockholders’ Equity

i)Accumulated Other Comprehensive Income

Under SFAS 130, the Company is required to record certain gains and losses as a component of Stockholder’s Equity, with the current changes in the component balances comprising the balance sheet figure disclosed in a separate statement or in a financial statement note. The only item in the Company’s financial statements impacting Comprehensive Income is the unrealized gains and losses on the Company’s non-current investments.

The following provides the continuity of Accumulated Other Comprehensive Income or Loss under US GAAP:

Accumulated Other Comprehensive Income - December 31, 2002	$	(313	)
Other Comprehensive Income - 2003*		36,491
Accumulated Other Comprehensive Income - December 31, 2003		36,178
Other Comprehensive Loss - 2004*		(238,665	)
Accumulated Other Comprehensive Loss - December 31, 2004		(202,487	)
Other Comprehensive Loss - 2005*		191,925
Accumulated Other Comprehensive Loss - December 31, 2005	$	(10,562	)

* - figures are inclusive of any amounts previously recognized in comprehensive income that are included in operations currently

ii)Flow-Through Shares

Under US GAAP, a liability is recognized on the sale of flow-through shares for the premium obtained by the Company, if any, of the sale price per share over the market value at the time of issuance. Under Canadian GAAP, no such premium is recognized. Upon renunciation of the flow-through share proceeds to investors, the liability under US GAAP is reversed and the Company recognizes a deferred tax benefit for this amount. The Company follows the policy of renouncing fully to investors the proceeds of all flow-through financings received during the year, whether the underlying exploration expenditures have been incurred or not, as at its fiscal year end, which coincides with the personal taxation year of individuals in Canada. Accordingly, the Company under a pro-forma application of US GAAP would have recognized the following amounts of deferred tax benefits, amounts included in current operations, in connection with issuances of flow-through shares:

		2005		2004		2003
Deferred tax benefit	$	140,000	$	367,665	$	480,000

Refer also to note 13(b).

Inclusive of the reversal of the Canadian GAAP treatment of flow through shares, the Company’s share capital balance under Canadian GAAP would be impacted as follows by the pro-forma application of this US GAAP standard:

	2005			2004			2003
Share capital under Canadian GAAP	$	45,610,692		$	39,184,721		$	35,911,629
Previous years’ amounts included in income under US GAAP		(1,006,101	)		(638,436	)		(158,436	)
Deferred tax benefit included in income under US GAAP		(140,000	)		(367,665	)		(480,000	)
Future tax recovery under Canadian GAAP relating to flow through shares		1,043,943			-			-
Share capital under US GAAP	$	45,508,534		$	38,178,620		$	35,273,193

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RUBICON MINERALS CORPORATION

Notes to the Consolidated Financial Statements

(Stated in Canadian Dollars)

13.DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING

PRINCIPLES (GAAP) (continued)

OTHER DIFFERENCES BETWEEN CANADIAN AND US GAAP (continued)

iii)Investments

Under Canadian GAAP, no write-down to market values is required if an investment is considered by management to be held for the long-term, unless there has been an other-than-temporary decline in the value of that investment. Under US SFAS 115, the 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 Stockholder’s Equity.

The following provides reconciliation to US GAAP of a pro-forma application of SFAS 115 to these financial statements:

	2005			2004			2003
Investments under Canadian GAAP	$	6,546,411		$	3,177,783		$	366,833
Net other Comprehensive Income adjustments under US GAAP  - 1999 - 2002*		(313	)		(313	)		(313	)
Other Comprehensive Income under US GAAP - 2003*		36,491			36,491			36,491
Other Comprehensive Loss under US GAAP - 2004*		(238,665	)		(238,665	)		-
Other Comprehensive Income under US GAAP - 2005*		191,925			-			-
Investments under US GAAP	$	6,535,849		$	2,975,296		$	403,011

* - figures are inclusive of any amounts previously recognized in comprehensive income that are included in operations currently

14.SUBSEQUENT EVENTS

In addition to items disclosed elsewhere in these notes, the following occurred during the period subsequent to December 31, 2005:

a)   On March 3, 2006, Kings Bay Gold Corp. terminated its option on the Slate Bay, Ontario property. Refer to note 7.

b)   On January 18, 2006, the Company entered into an option agreement on the Lake Douglas West property, Lake Douglas area, Central Newfoundland, Newfoundland, pursuant to which it can acquire a 100% interest in the property by making cash payments totaling $50,000 over 5 years. The property is subject to a 2% NSR royalty, of which the Company may purchase 1.0% for $1,000,000 and will have a right of first refusal on the balance.

c)   On January 18, 2006, the Company entered into an option agreement on the Lake Douglas East property, Lake Douglas area, Central Newfoundland, Newfoundland, pursuant to which it can acquire a 100% interest in the property by making cash payments totaling $470,000 over 5 years and share payments of 175,000 shares of the Company over 5 years. The property is subject to a 2% NSR royalty, of which the Company may purchase 1.0% for $1,000,000 and will have a right of first refusal on the balance.

d)   The Company’s loans to its controlled subsidiary Toquima were settled by the receipt of 1,903,977 common shares at $0.35 per share, in anticipation of the transactions disclosed in note 7.

e)   The Company issued 120,960 common shares on exercise of warrants at prices ranging from $0.693 to $0.85 per share for cash proceeds of $101,639, issued 70,000 common shares on exercise of stock options at $0.83 per share for cash proceeds of $58,100 and issued 55,000 common shares pursuant to mineral property agreements, at prices ranging from $1.19 to $1.21 per share.

f)   Subject to regulatory consent, the Company entered into an agreement whereby an underwriting syndicate has agreed to purchase, by private placement, 6,800,000 common shares of the Company at $1.48 per share for aggregate proceeds of approximately $10 million. The underwriters have the right to purchase up to an additional 1.0 million shares at $1.48 until one business day prior to Closing, and the Company will pay a cash commission of 6% of the aggregate proceeds raised.

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Item 18. Financial Statements

See “Item 17 - Financial Statements.”

Item 19. Exhibits

INDEX TO EXHIBITS

All exhibits listed are those material contracts entered into subsequent and in addition to those detailed in the Company’s Registration Statement on Form 20F.

Exhibit No.	Description	Sequential Page No.
	Articles of Incorporation and Bylaws
1.1	Memorandum of 515006 B.C. Ltd. dated February 20, 1996	N/A(1)
1.2	Special Resolution dated March 26, 1996 and Altered Memorandum	N/A(1)
1.3	Articles of the Company	N/A(1)
1.4	Special Resolution dated May 7, 1996 amending Articles of the Company	N/A(1)
	Voting Trust Agreements
3.1	Voting Trust Agreement between the Company and Dominion Goldfields Corporation	N/A (4)
	Material Contracts - Properties
	McFinley Gold Project
4.1	Agreement made as of January 3, 2002, as accepted January 30, 2002 between the
	Company and Dominion Goldfields Corporation in connection with the McFinley Water Claims	N/A(4)
4.2	Agreement made and accepted as of June 10, 2003 between the Company and Dominion Goldfields Corporation in connection with the McFinley Land Claims *	N/A(4)
	*  Confidential   portions  of  this  exhibit  have  been  omitted  and  filed
	separately with the Commission  pursuant to an application for Confidential
	Treatment under Rule 24b-2 promulgated under the Securities Exchange Act of
	1934, as amended.
	Red Lake Joint Venture Properties
	AngloGold Exploration, Development and Mining Venture Agreement
4.3	Exploration, Development and Mining Venture Agreement dated May 5, 2000
	between AngloGold (Canada) Exploration Company and the Company	N/A(1)
4.4	First Amendment to Exploration, Development and Mining Venture Agreement dated
	December 20, 2001 between AngloGold (Canada) Exploration Company
	and the Company	N/A(3)

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	Meunier Property, Ontario
4.5	Agreement made as of February 1, 1995 between Viridian Inc. (formerly Sherritt Inc. and now Agrium Inc.), Outokumpu Mines Ltd. and David Meunier as clarified by letter agreement dated November 18, 1996 as accepted January 1, 1997 and November 21, 1996, respectively	N/A(1)
4.6	Letter Agreement dated January 29, 1996 between Rubicon Management Ltd. (formerly Rubicon Minerals Corporation) and David Meunier whereby RML agreed to acquire a 100% interest in the property, together with a copy of a letter dated May 17, 2000 between David Meunier and the Company amending the Agreement to include an NSR Schedule	N/A(1)
4.7	Letter dated March 25, 1997, from the Company to Agrium Inc. and Outokumpu Mines Ltd. regarding assignment	N/A(1).
4.8	Amendment to January 1996 Letter Agreement, dated May 17, 2000	N/A(1)
	Red Lake West Property, Ontario
	(formerly known as the Post Narrows and Slate Bay Properties)
4.9	Letter Agreement dated February 6, 1998 between the Company and Perry English in connection with the Post Narrows Property	N/A(1)
4.1	Letter Agreement dated February 7, 1998 between the Company and Perry English in connection with the Slate Bay Property	N/A(1)
4.11	Amending Agreement dated March 16, 1998 between the Company and Perry English in connection with the Post Narrows Property	N/A(1)
4.12	Letter Agreement dated August 7, 1998 between the Company and Perry English merging the Post Narrows & Slate Bay Properties into the Red Lake West Property	N/A(1)
	Humlin West Property, Ontario
4.13	Letter Agreement dated February 7, 1998 between the Company and Perry English in connection with the Humlin West Property	N/A(1)
4.14	Letter Agreement dated October 21, 1998 between the Company and Perry English, which supersedes the Letter Agreement dated February 7, 1998	N/A(1)
	Red Lake East Property, Ontario
4.15	Letter Agreement dated February 11, 1999 between Perry English and the Company	N/A(1)
	Coli Lake Property, Ontario
4.16	Letter Agreement dated February 14, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
	Advance Red Lake Property, Ontario
4.17	Letter Agreement dated June 27, 2000 between the Company and Tor Jensen, Belle Madsen, Christopher Proud and Wayne Beach, whereby the Company may acquire a 100% interest in the property	N/A(1)
	MacKenzie Property, Ontario
4.18	Letter Agreement dated February 14, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)

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	Slate Bay English Option Property
4.19	Letter Agreement dated September 10, 2000, as accepted February 12, 2001 between the Company and Perry English whereby t he Company may obtain a 100% interest in the property	N/A(2)
	Other Red Lake Properties
	Pipestone North Property, Ontario
4.2	Letter Agreement dated August 12, 2000, between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
4.21	Amendment to the Letter Agreement dated November 1, 2001	N/A(3)
	Pipestone South Property, Ontario
4.22	Letter Agreement dated August 12, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
4.23	Amendment to the Letter Agreement dated November 1, 2001	N/A(3)
	Pipestone East Property, Ontario
4.24	Letter Agreement dated August 12, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
4.25	Amendment to the Letter Agreement dated November 1, 2001	N/A(3)
	McCuaig Property, Ontario
4.26	Letter Agreement dated December 15, 1997 between the Company and Golden Tag Resources Ltd.	N/A(1)
4.27	Amendment to Letter Agreement, dated September 19, 2000	N/A(1)
4.28	Joint Venture Agreement Between Golden Tag Resources Ltd. and the Company dated January 31, 2002	N/A(3)
	Hammell Lake Property, Ontario
4.29	Letter Agreement dated June 27, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
	Wolf Bay Property, Ontario
4.3	Letter Agreement dated June 26, 2000 between the Company and Perry English whereby the Company may acquire a 100% interest in the property	N/A(1)
4.31	Amendment to the Letter Agreement dated November 1, 2001	N/A(3)
	West Red Lake Properties Agreement
4.32	Letter Agreement for West Red Lake Properties Between Redstar Resources Corporation and the Company dated March 7, 2002	N/A(3)

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	Newfoundland Properties
	Golden Promise Property Agreement
4.33	Letter Agreement between William Mercer and the Company dated May 22, 2002, as accepted on July 26, 2002.	N/A(4)
	StarTrack Property Agreement
4.34	Letter Agreement Between Robert Stares & Alexander Stares and the Company on the Stares Property dated November 9, 2001, as accepted on November 13, 2001	N/A(3)
	Lewis “A” Property Agreement
4.35	Letter Agreement Between Black Bart Prospecting Inc. and the Company on the Lewis “A” Property dated December 24, 2001, a s accepted February 7, 2002	N/A(3)
	NST Gold Property Agreement
4.36	Letter Agreement Between Stephen Stares & James Crocker and the Company on the NST Property dated December 20, 2001, as accepted February 7, 2002	N/A(3)
	Lewis “B” Property Agreement
4.37	Letter Agreement Between Gary E. Lewis (Representing Gary E. Lewis, BBP, Black Bart Prospecting Inc. & Black Bart Prospecting) & Cyril Reid & Paul Chafe and the Company on the Lewis “B” Property dated December 24, 2001, as accepted February 7, 2002	N/A(3)
	NST English Property Agreement
4.38	Letter Agreement Between Perry English and the Company on the NST English Property dated January 31, 2002, as accepted February 15, 2002	N/A(3)
	Christopher Property Agreement
4.39	Option Agreement Between Bill Mercer and the Company on the Christopher Property dated February 28, 2002, as accepted March 8, 2002	N/A(3)
	Point Leamington Property, Newfoundland
	Acquisition Agreements
4.40	Letter Agreement dated August 26, 1998 between Noranda Mining & Exploration Inc. and the Company	N/A(1)
4.41	Letter Agreement dated May 12, 1999 between the Company and LATelco International Inc. with respect to the offer to purchase the particular 2.5% undivided participating interest of LATelco in the Point Leamington Property	N/A(1)
4.42	Letter Agreement dated May 14, 1999 between the Company and Noranda Inc. with respect to confirmation and documentation of the formal Agreement with respect to a 75% interest in the Point Leamington Property	N/A(1)
4.43	Letter Agreement dated May 14, 1999 between the Company and MFC Bancorp Ltd. with respect to terms of the agreement to purchase a 22.5% beneficial interest in the Point Leamington Property	N/A(1)
	Seal Bay Property
4.44	Letter Agreement dated July 10, 2001 between the Company and Falconbridge Ltd. whereby the Company was granted until July 15, 2002 to incur exploration expenditures of $700,000 and thereby earn a 65% interest in the property	N/A(2)

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	Palmer Property, Alaska
4.45	Mineral Lease Agreement dated December 19, 1997 among Alyu, Haines, Rubicon USA and the Company	N/A(1)
4.46	Amendment to the Mineral Lease Agreement of December 19, 1997, dated August 21, 2000	N/A(1)
	Other Material Contracts
	Employment Agreements
4.47	Employment Agreement with senior executive David W. Adamson dated January 1, 2002	N/A(3)
4.48	Employment Agreement with senior executive J. Garfield MacVeigh dated August 1, 1996	N/A(1)
4.49	Employment Agreement with senior executive Peter G. Wong dated December 1, 2003	N/A(6)
	Vancouver Stock Exchange Listing Agreement
4.50.	Listing Agreement dated May 15, 1997 between the Company, Montreal Trust Company of Canada, and Vancouver Stock Exchange	N/A(1)
	Indemnity Agreements
4.51	Indemnity Agreement dated April 1, 1997 between the Company and J. Garfield MacVeigh	N/A(1).
	Director and Employee Stock Options – November 22, 1999
4.52	Directors’ Stock Option Agreement dated November 22, 1999 between the Company and J. Garfield MacVeigh	N/A(1)
	Directors’ Stock Option Agreement dated November 22, 1999 between the Company and Craig J. Nelsen	N/A(1)
4.53	Employee Stock Option Agreement dated November 22, 1999 between the Company and Liz Monger	N/A(1)
	Director Stock Option Amendment – March 22, 2000
4.54	Amendment to Stock Option Agreement of Craig J. Nelsen, dated March 22, 2000	N/A(1)
	Director and Employee Stock Options – April 12, 2001
4.55	Employee Stock Option Agreement dated April 12, 2001 between the Company and Elizabeth Monger	N/A(3)
4.56	Employee Stock Option Agreement dated April 12, 2001 between the Company and Ian Russell	N/A(3)
4.57	Employee Stock Option Agreement dated April 12, 2001 between the Company and Elizabeth Mazerolle	N/A(3)
4.58	Director Stock Option Agreement dated April 12, 2001 between the Company and David Reid	N/A(3)
	Director and Employee Stock Options – May 9, 2001
4.59	Employee Stock Option Agreement dated May 9, 2001 between the Company and Bill Cavalluzzo	N/A(3)

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4.60	Director Stock Option Agreement dated May 9, 2001 between the Company and David Adamson	N/A(3)
4.61	Director Stock Option Agreement dated May 9, 2001 between the Company and Michael Gray	N/A(3)
4.62	Director Stock Option Agreement dated May 9, 2001 between the Company and J. Garfield MacVeigh	N/A(3)
	Employee Stock Options – November 29, 2001
4.63	Employee Stock Option Agreement dated November 29, 2001 between the Company and Ian Russell	N/A(3)
4.64	Employee Stock Option Agreement dated November 29, 2001 between the Company and Darwin Green	N/A(3)
	Employee Stock Options – December 20, 2001
4.65	Employee Stock Option Agreement dated December 20, 2001 between the Company and Bill Cavalluzzo	N/A(3)
	Employee Stock Options – April 16, 2002
4.66	Employee Stock Option Agreement dated April 16, 2002 between the Company and Samantha Stevens	N/A(3)
	Director and Significant Employee Stock Options – August 8, 2002
4.67	Director Stock Option Agreement* dated August 8, 2002 between the Company and David W. Adamson	N/A(4)
	* Same Option Agreement (terms and number of options) was used for the other four directors of the Company – Michael J. Gray, J. Garfield MacVeigh, Douglas B. Forster and David R. Reid
4.68	Director Stock Option Agreement dated August 8, 2002 between the Company and William Cavalluzzo	N/A(4)
	Consulting Services Contract
4.69	Financial and Advisor Services Agreement dated April 7, 2003 between Roman Friedrich and Company Ltd. and the Company	N/A(4)
	Shareholder Rights Plan
4.7	Shareholder Rights Plan dated February 11, 2002 and approved by the Company’s Shareholders at is 2002 Annual General Meeting on June 6, 2002	N/A(4).
	Stock Option Plan
4.71	Stock Option Plan dated May 6, 2003 and approved by the Company’s Shareholders at its 2003 Annual General Meeting on June 12, 2003	N/A(4)
	English Royalty Acquisition
4.72	Agreement Letter between the Company and Perry English dated January 23, 2002	N/A(5)
4.73	Exhibit A to the Agreement Letter between the Company and Perry English dated

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		N/A(4)
4.74	Employment Agreement with senior executive Robert G. Lewis dated September 12, 2005	99
	Subsidiaries
8.1	List of Subsidiaries	104
	Additional Documents
10.1	Consent of DeVisser & Company, Chartered Accountants(1)	N/A
10.2	Technical Report on the “Exploration Activities of Rubicon Minerals Corporation
	on the McFinley Property, Red Lake, Ontario During the Period May 2003 to
	March 2004”	N/A(5)
10.3	Technical Report on the “Golden Promise Property, Badger and Grand Falls Area,
	NTS 12A/16 and 02D/13, Newfoundland and Labrador”, dated January 6, 2006	N/A(7)
10.4	Technical Report on the “JBP Linear Property, Gander and Gander River Areas,
	NTS 2D/15 and 2E/02”, dated December 9, 2005	N/A(7)
10.5	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” and dated December 9, 2005	N/A(8)
13.1	906 Certification	105
	Audit Committee Charter
16.1	Audit Committee Charter	N/A(6)

_____________________

(1)     Filed as an exhibit to the Company’s Registration Statement on Form 20-F filed December 13, 2000.

(2)Filed as an exhibit to the Company’s Registration Statement on Form 20-F (Amendment No. 2) filed April 20, 2001.

(3)Filed as an exhibit to the Company’s Annual Report on Form 20-F filed April 29, 2002.

(4)Files as an exhibit to the Company’s Annual Report on Form 20F filed April 30, 2003

(5)Filed as an exhibit to the Company’s Annual Report on Form 20F filed April 30, 2004

(6)Filed as an exhibit to the Company’s Annual Report on Form 20F filed April 6, 2005

(7)Filed on Form 6-K on March 13, 2006

(8)Filed on Form 6-K on March 31, 2006

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

RUBICON MINERALS CORPORATION

(Registrant)

/s/ Robert G. Lewis

Robert G. Lewis, CFO

Date: March 31, 2006

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EXHIBIT 4.74

Employment Contract - Robert G. Lewis

EMPLOYMENT AGREEMENT

THIS AGREEMENT dated as of the 29th day of August, 2005.

BETWEEN:

RUBICON MINERALS CORPORATION, a corporation incorporated under the laws of Canada having its head office at 1540 - 800 West Pender Street, Vancouver, British Columbia, V6C 2V64A6

("Rubicon")

AND:

ROBERT G. LEWIS, of 3237 W. 28 Avenue, Vancouver, B.C. V6L 1X6

("Lewis")

AND WHEREAS Rubicon wishes to formalize the employment of Lewis with respect to the services provided to Rubicon by Lewis and Lewis has agreed to be employed by Rubicon on the terms and conditions set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the promises, covenants, agreements and payments herein contained, the parties hereto agree as follows:

Position

1.Rubicon hereby employs Lewis as Chief Financial Officer (CFO) of Rubicon and Lewis agrees to serve Rubicon in such capacity, upon the terms and subject to the conditions contained herein. Lewis will report to the President and CEO and will work closely with management as required.

Term

2.The initial term of this Agreement (the "Initial Term") shall be a period of three years from September 12, 2005 to September 2008, subject to earlier termination in accordance with the terms of this Agreement.

3.This Agreement shall thereafter automatically be renewed annually on the anniversary date of this Agreement for further terms of one year each (“Renewal Terms”) subject to the following:

(a) Rubicon must provide at least 3 months’ written notice of its intention not to renew this Agreement;

(b) Lewis must provide at least 30 days’ written notice of his intention not to renew this Agreement.

4.The Initial Term and any Renewal Terms are collectively referred to herein as the "Term". All terms and conditions for any Renewal Term shall be the same as provided in this Agreement except as may be agreed in writing between the parties.

Duties

5.Subject to paragraph 6, Lewis shall diligently and faithfully devote such time and effort to the provision of services to Rubicon hereunder as are necessary to efficiently and competently perform the services required by this Agreement and in any event, not less than 95% of his working time and his expertise, skills, labour and attention to the needs of Rubicon and the discharge of his duties hereunder. In particular, Lewis shall:

(a) fulfil the functions of CFO of Rubicon. In connection therewith, Lewis shall be responsible for:

(i) financial and management accounting including budget preparation, reports to the Board, shareholders and exchanges, tax returns and tax planning, cash flow and investment management, compliance issues including US and Canadian regulations;

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(ii) management and review of accounting systems and personnel including databases and standards in compliance with all applicable laws and regulations.

(iii) financial analysis of internal budgets and cash flow and financial evaluations of potential corporate or other acquisitions;

(iv) negotiation and review of contracts including D&O insurance, banking contracts etc.;

(b) perform such other duties related to the ongoing operations of Rubicon as the Board of Directors of Rubicon (the "Board") may require and assign to him from time to time consistent with his skills and experience.

6.Lewis acknowledges that during the Term, Lewis may not engage in other business activities for profit (including without limitation, the provision of services to other public or private companies of a similar nature to those services to be provided to Rubicon hereunder, or acting as a director or officer of corporations which are in competition with Rubicon).

Remuneration

7.Unless otherwise agreed by the parties, Rubicon shall pay to Lewis and he shall be entitled to receive an annual salary of $100,000 (the "Annual Salary"). Notwithstanding anything to the contrary contained in the Articles of Rubicon or of any subsidiary of Rubicon, the Annual Salary shall, subject to clause 8, be inclusive of any other fees or remuneration of any description which Lewis might be entitled to receive from Rubicon or any of its subsidiaries or any other company or association in which Lewis holds office as a nominee or representative of Rubicon or any subsidiary of Rubicon and Lewis shall, at the discretion of the Board, either waive his right to any such remuneration or account to Rubicon for the same forthwith upon receipt. The Annual Salary shall be payable in arrears in equal semi-monthly instalments, subject to deductions required by law. The Board of Rubicon may, form time to time, pay Lewis a bonus related to performance and will review any possible bonus at least on each anniversary of this Agreement.

8.Rubicon agrees to re-imburse Lewis for costs required to maintain his professional status in good standing. Rubicon also agrees to support reasonable costs to support professional development applicable to his CFO role with Rubicon.

9.The amount of the Annual Salary and annual bonus shall be reviewed by the Board from time to time (but not less frequently than on each successive anniversary date of this Agreement). Increases in the Annual Salary will not be automatic but will be based on such factors as the Board may consider relevant, provided it is acknowledged that increases are solely in the discretion of the Board and are not required under this Agreement.

Stock Option

10.In addition to the Annual Salary, Rubicon may from time to time and subject to the rules and policies of the stock exchange or exchanges on which the shares of Rubicon are listed, grant Lewis options to purchase Common shares of Rubicon at the exercise price, and on the terms and conditions determined by the Board.

Expenses

11.In addition to all other amounts agreed to be paid to Lewis hereunder, Rubicon shall reimburse Lewis for all reasonable expenses incurred by Lewis in the course of performing his duties hereunder, provided that such expenses are supported by proper statements or vouchers supplied to Rubicon.

Benefits

12.Rubicon may during the Term establish employee benefit plans for its employees and, in that event, Lewis shall be entitled to participate in such benefit plans on the same basis as the Other Senior Executives. Rubicon will pay the premiums for such employee benefit plans for Lewis as properly relate in the opinion of the Board, to Lewis’s position with Rubicon and the amount of the premiums paid by Rubicon shall be on the same basis as for the Other Senior Executives.

Vacation

13.During the Term, Lewis shall be entitled to three weeks’ (21 days) vacation with pay in each year of the Term, in addition to statutory holidays. All such vacation time shall be taken by Lewis at times mutually agreeable to Rubicon and Lewis.

Termination Prior to Expiration of Term

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14.Rubicon may terminate Lewis's employment hereunder as follows:

(a) at any time during the Term for just cause without notice or compensation;

(b) at any time during the Term if Lewis is unable to perform all or substantially all his duties hereunder for any period of 180 consecutive days or for any period of 240 non-consecutive days during any period of 365 days, without notice or compensation;

(c) in the event of the death of Lewis, immediately and without any notice or compensation;

    (d)      at any time during the Term:

(i) upon Rubicon providing Lewis with a period of 3 months notice in writing of its intent to terminate; or

(ii) upon payment (in lieu of notice) by Rubicon to Lewis of a lump sum amount equal to .5 times the Annual Salary then in effect. Lewis shall also be entitled to exercise any options he then holds and to be granted new stock options in the same amount and on the same terms as any new stock options which may be granted to the Other Senior Executives during the 12 months following the date of payment (in lieu of notice), to the extent permissible under applicable securities legislation and stock exchange policies.

15.Lewis may terminate his employment hereunder at any time during the Term upon 30 days' notice in writing to Rubicon.

Confidential Information

16.For the purposes of this Agreement, the term "Confidential Information and Materials" includes all information and material presently belonging to, used by, or in the possession of Rubicon, relating to mineral resource properties in which it has an interest, or relating to its business and affairs, except for any information and materials that were provided by Lewis or Rubicon Management Ltd. to Rubicon prior to the date of this Agreement, which remain the personal property of Lewis or Rubicon Management Ltd., as applicable, including personal data bases, libraries and maps. In addition, “Confidential Information and Materials” includes all information and material which in the future, will belong to, be used by or come into the possession of Rubicon relating to mineral resource properties or its business and affairs, other than such information as is already generally known to the mining industry at large. The term "Confidential Information and Materials" also includes any confidential commercial, financial or technical information relating to the business of Rubicon.

17.Lewis acknowledges that all of the Confidential Information and Materials are, and will continue to be, the exclusive property of Rubicon, whether or not prepared in whole or in part by Lewis and whether or not disclosed or entrusted to the custody of Lewis or obtained by Lewis.

18.Lewis will not disclose, except as required by law, any Confidential Information and Materials of Rubicon, in whole or in part, to any person or other entity, for any reason or purpose whatsoever, unless first authorized to do so by Rubicon. Lewis will not use the Confidential Information and Materials of Rubicon for his own purpose or for the benefit of any other person or entity except Rubicon, whether such consists of duplication, removal, oral use or disclosure, the transfer of any Confidential Information and Materials in any manner, or any other unauthorized use, unless Rubicon shall have given its prior consent to such use. For greater certainty, use of Confidential Information and Materials concerning a mining property shall include “tagging on” to adjacent ground to Rubicon’s properties, which for this purpose shall include any acquisition made by Lewis whether by means of staking or by purchase from a third party of such adjacent ground.

19.Upon termination of this Agreement, for whatever reason, Lewis will immediately surrender to Rubicon all of Rubicon's property, documents (whether in written or electronic form) and all copies thereof and other things of value in his possession or in the possession of any person or other entity under his control which relates directly or indirectly to any Confidential Information and Materials or to the business or operations of Rubicon.

20.The provisions of paragraphs 15, 16 and 17 will be binding upon Lewis for a period of twelve months following the date of termination of this Agreement.

21.During the Term, Lewis may disclose to others and/or make use of for his personal benefit only such Confidential Information and Materials in respect of which:

(a)he was primarily responsible for obtaining or developing; and

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(b) the Board has, after full and fair disclosure of such Confidential Information and Materials, determined not to pursue any mineral resource opportunities relating thereto.

Significant Change

22.In the event of:

(a) a take-over bid (as defined in the Securities Act (British Columbia)) which is successful in acquiring Common shares of Rubicon;

(b) a change of control of the Board, defined as the election by the members of Rubicon of less than a majority of the persons nominated for election by management of Rubicon;

    (c)        the sale of all or substantially all the assets of Rubicon;

(d) the sale, exchange or other disposition of a majority of the outstanding shares of Rubicon in a single or series of related transactions;

(e)        the termination of Rubicon's business or the liquidation of its assets; or

(f) the merger or amalgamation or other corporate restructuring of Rubicon in a transaction or series of transactions in which Rubicon's members receive less than 51 percent of the outstanding shares of the new or continuing corporation;

(each a "Triggering Event"), then, at the option of Lewis exercisable at any time within six months after the date of the Triggering Event, Lewis may:

(i)elect to continue to be employed by Rubicon in accordance with the terms of this Agreement, or

(ii) give notice in writing to Rubicon that this Agreement has been terminated, in which event Rubicon will pay to Lewis the amount provided in paragraph 13(d)(ii) of this Agreement.

Notice

23.All notices or payments required or permitted to be given hereunder shall be in writing and shall be delivered personally at the addresses set forth on page 1 hereof or at such other addresses as may from time to time be notified in writing by the parties hereto. Any notice delivered shall be deemed to have been given and received at the time of delivery.

Assignment

24.Lewis acknowledges that the services to be provided by him to Rubicon under the terms of this Agreement are unique and personal, and accordingly Lewis may not assign any of his rights or delegate any of his duties or obligations under this Agreement without the prior written consent of Rubicon. Rubicon may not assign this Agreement.

Successors and Assigns

25.This Agreement enures to the benefit of and is binding upon the parties hereto and their respective heirs, personal representatives and successors, and, in the case of Lewis, his permitted assigns.

Entire Agreement

26.This Agreement contains the entire agreement between Lewis and Rubicon, supersedes any prior agreements, representations or discussions and may only be amended in writing signed by the parties.

Arbitration

27.All disputes arising out of or relating to this Agreement or any legal relationship(s) derived hereunder shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre (“BCICAC”). The case shall be administered by the BCICAC in accordance with its “Procedures for Cases under the BCICAC Rules” (the “Rules”) except as

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modified herein. Arbitration shall be before a single arbitrator agreed by the parties or, named by the BCICAC. Rubicon shall initially pay all fees of the BCICAC and the arbitrator but the arbitrator may make an order with respect to ultimate liability therefor in the award.

Governing Law

28.This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the parties irrevocably attorn to the jurisdiction of the Courts of British Columbia, subject to paragraph 26.

Time

29.   ime is of the essence of this Agreement.

Execution in Counterparts

29.This Agreement may be signed in counterparts, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

THE CORPORATE SEAL of  RUBICON MINERALS CORPORATION was hereunto affixed in the presence of:   Per:“David Adamson” Authorized Signatory   Per:“Garfield MacVeigh” Authorized Signatory ) ) ) ) )C/S ) ) )

SIGNED BY ROBERT LEWIS in the presence of   /s/Donna Hall Name Donna Hall Address 1540-800 W. Pender, Vancouver   Occupation ) ) ) ) ) )“Robert Lewis” )ROBERT LEWIS ) ) ) )

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EXHIBIT 8.1

List of Subsidiaries

Toquima Minerals Corporation, incorporated under the laws of British Columbia, Canada. (60.4%) consolidated for accounting purposes.

Africo Resources Ltd., incorporated under the laws of British Columbia, Canada, (38.8%) equity accounting.

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EXHIBIT 13.1 

CERTIFICATION

I, David W. Adamson, the President, Chief Executive Officer and Director of Rubicon Minerals Corporation, certify that:

1. I have reviewed this annual report on Form 20-F of Rubicon Minerals Corporation;

2. Based on my knowledge, this annual 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 annual report;

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

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c.presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: _March 31, 2006__________

/s/David W. Adamson

David W. Adamson

President, Chief Executive Officer

and Director

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CERTIFICATION

I, Peter G. Lewis, the Secretary, Chief Financial Officer of Rubicon Minerals Corporation, certify that:

1. I have reviewed this annual report on Form 20-F of Rubicon Minerals Corporation;

2. Based on my knowledge, this annual 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 annual report;

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

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c.presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: _March 31, 2006__________

/s/ Robert G. Lewis

Robert G. Lewis

Chief Financial Officer

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, David W. Adamson, Chief Executive Officer of Rubicon Minerals Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(4)   the annual report on Form 20-F of the Company for the year ended December 31, 2005 (the “Report”) fully complies with the requirements of Section 139(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated: March 31, 2006

/s/David W. Adamson

David W. Adamson

  Chief Executive Officer

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Robert G. Lewis, Chief Financial Officer of Rubicon Minerals Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(6)   the annual report on Form 20-F of the Company for the year ended December 31, 2005 (the “Report”) fully complies with the requirements of Section 139 (a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated: March 31, 2006

/s/Robert G. Lewis

Robert G. Lewis

  Chief Financial Officer