ANNUAL
      INFORMATION FORM




OF




RUBICON
      MINERALS CORPORATION




Suite
      1540 - 800 West Pender Street




Vancouver,
      BC  V6C 2V6




March
      31, 2008




















TABLE
      OF CONTENTS




PRELIMINARY
                NOTES


Documents
                Incorporated by
                Reference


Date
                of Information


Currency


Glossary
                of Terms[




STATEMENT
                REGARDING FORWARD LOOKING
                STATEMENTS




CORPORATE
                STRUCTURE


Name,
                Address and
                Incorporation


Inter-Corporate
                Relationships




GENERAL
                DEVELOPMENT OF BUSINESS


Three
                Year History


Property
                Acquisitions and Options


Investments




FINANCINGS[INSERT
                PAGE NUMBER]


Other
                Share Issuances




GENERAL
                DEVELOPMENTS[INSERT PAGE NUMBER]


Significant
                Acquisitions




DESCRIPTION
                OF THE BUSINESS[INSERT PAGE NUMBER]


General


Risk
                Factors


Management


Conflicts
                of Interest


Limited
                Operating
                History:  Losses


Price
                Fluctuations:  Share Price
                Volatility


Shares
                Reserved for Future
                Issuance:  Dilution


Risk
                Associated with the Issuance of Flow-Through
                Shares


Dividend
                Record and Policy


Companies
                with Asset-backed Securities
                Outstanding


Companies
                with Mineral Projects


Companies
                with Oil and Gas
                Activities




DIVIDENDS[INSERT
                PAGE NUMBER]




DESCRIPTION
                OF CAPITAL STRUCTURE


General
                Description of Capital
                Structure


Constraints


Ratings




MARKET
                FOR SECURITIES


Trading
                Price and Volume




ESCROWED
                SECURITIES




DIRECTORS
                AND OFFICERS


Name,
                Occupation and Security
                Holding


Cease
                Trade Orders, Bankruptcies, Penalties or
                Sanctions


Conflicts
                of Interest




AUDIT
                COMMITTEE


Audit
                Committee Charter


Composition
                of the Audit Committee


Relevant
                Education and Experience


Reliance
                on Certain Exemptions


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


Reliance
                on Section 3.8


Audit
                Committee Oversight


Pre-Approval
                Policies and Procedures


External
                Auditor Service Fees (By
                Category)




PROMOTERS[INSERT
                PAGE NUMBER]




LEGAL
                PROCEEDINGS AND REGULATORY
                ACTIONS


Legal
                Proceedings


Regulatory
                Actions




INTEREST
                OF MANAGEMENT AND OTHERS IN MATERIAL
                TRANSACTIONS




TRANSFER
                AGENTS AND REGISTRARS




MATERIAL
                CONTRACTS




INTERESTS
                OF EXPERTS




ADDITIONAL
                INFORMATION







PRELIMINARY
      NOTES


Documents
      Incorporated by Reference




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




Date
      of Information


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




Currency


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




Glossary
      of Terms


Certain
      terms used herein are defined as follows:




General




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


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


“AMEX”
      means the American Stock Exchange;


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


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


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


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


“MI 52-110”
        means Multilateral
        Instrument 52-110, Audit
        Committees, of the Canadian Securities Administrators;
 “preliminary
          feasibility study” and “pre-feasibility
          study”
each mean a comprehensive study of the viability of a mineral project that
          has
          advanced to a stage where the mining method, in the case of underground
          mining,
          or the pit configuration, in the case of an open pit, has been established
          and
          an effective method of mineral processing has been determined, and includes
          a
          financial analysis based on reasonable assumptions of technical, engineering,
          legal, operating, economic, social, and environmental factors and the evaluation
          of other relevant factors which are sufficient for a qualified person,
          acting
          reasonably, to determine if all or part of the mineral resource may be
          classified as a mineral reserve;


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


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


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


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


“TSX”means
      the Toronto Stock
      Exchange;


“TSX
      Venture”means
      the TSX Venture
      Exchange.




Geological
      Terms




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


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


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


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


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


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




Resources/Reserves




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




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




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




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




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




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




STATEMENT
      REGARDING FORWARD LOOKING STATEMENTS




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




CORPORATE
      STRUCTURE




Name,
      Address and Incorporation




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




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




Inter-Corporate
      Relationships




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


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









GENERAL
      DEVELOPMENT OF BUSINESS




Three
      Year History




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




The
      Company is a reporting issuer in the provinces of British Columbia, Alberta,
      Ontario and Quebec in Canada as well as with the SEC in the United
      States.  The Company’s common shares trade on the TSX in Canada under
      the symbol ‘RMX’ and on the AMEX in the United States under the symbol
‘RBY’.




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




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




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




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




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




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




Property
      Acquisitions and Options




Ontario
                Properties –
                Red Lake




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




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


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




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




Phoenix
                Gold Project




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




2005
      Exploration


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


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


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


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




2006
      Exploration


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


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


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




2007
      Exploration


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


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


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




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




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




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




Other
                Red Lake properties




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




Goldcorp
                Option




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


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




Red
                Lake North Property




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




Adams
                Lake property




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




Slate
                Bay Property




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




DMC
                Property




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




West
                Red Lake property




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




Manitou
                Property




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




Humlin
                Property




The
      Company has optioned a 55% interest in 19 unpatented mining claims (216 units)
      known as the Humlin Project located in Fairlie Township to Solitaire Minerals
      Corporation (“Solitaire”).  Under terms of the Letter Agreement dated
      April 18, 2006 (Effective Date of the Agreement is May 1, 2006), Solitaire
      must
      incur $2,500,000 over 4 years, make a an initial cash payment of $5000
      (completed) and issue to the Company 50,000 shares of Solitaire (completed)
      to
      earn a 55% interest in the property.  The property is subject to a
      sliding scale NSR of 1.75% to 2.0% depending on the price of gold, including
      the
      underlying Hammell Agreement.


Hammell
                Lake Property




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




McCuaig
                JV Property




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




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




East
      Bay Property




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




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




Seargeant
      Property




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




Herbert
      Property Option




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




English
                Royalty Division (ERD)




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




U.S.A.
                Properties




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




Alaska




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




Nevada




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




Newfoundland
                Properties




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




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




Investments




Africo
                Resources Ltd.




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




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




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




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




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




Financings




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




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




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




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




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




Other
      Share Issuances




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




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




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




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




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




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




General
      Developments




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




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




Significant
      Acquisitions




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




DESCRIPTION
      OF THE BUSINESS




General




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




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




Specialized
      Skill and Knowledge




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




Competitive
      Conditions




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




Business
      Cycles




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




Economic
      Dependence




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




Changes
      to Contracts




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




Environmental
      Protection




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




Employees




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




Bankruptcy,
      Receivership or Similar Proceedings




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




Material
      Reorganization




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




Social
      or Environmental Policies




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




Risk
      Factors




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




No
      known Reserves




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




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




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




Operating
      Hazards and Risks




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




Environmental
      Factors




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




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




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




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




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




Additional
      Financing and Agreements with Other Parties




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




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




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




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




Competition




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




Title




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




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




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




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




Governmental
      Regulation




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




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




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




Ontario




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




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




English
                Royalty Division (“ERD”)




The
      English Royalty Division refers to Rubicon’s active program of acquiring mineral
      properties for the purpose of optioning out to other mining exploration
      companies.  As such, it provides the Company with an ongoing revenue
      stream of cash and shares and a residual royalty position in all the properties
      acquired as follows:




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




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




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




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




United
                States




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




Management




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




Conflicts
      of Interest




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




Limited
      Operating History: Losses




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




Price
      Fluctuations: Share Price Volatility




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




Shares
      Reserved for Future Issuance: Dilution




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




Risk
      Associated with the Issuance of Flow-Through Shares




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




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




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




Dividend
      Record and Policy




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




Companies
      with Asset-backed Securities Outstanding




N/A




Companies
      with Mineral Projects




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




Red
      Lake Mining Division, Ontario




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




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




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




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




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




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




Phoenix
                Gold Project (formerly McFinley Gold Property)




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




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




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




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




The
      McFinley Property is underlain by a NNE-trending, west-dipping belt of deformed
      and intermixed metasediments, basaltic volcanics and ultramafic rocks which
      define the “East Bay Trend”.  The rocks are Archean in age and part of
      the Balmer Sequence.  A strong NNE trending structural fabric through
      the area is considered part of the East Bay Deformation Zone (EBDZ) which
      extends south into the Cochenour Willans mine area where it intersects the
      NW
      ''Mine Trend'' of Campbell and Red Lake Mines.




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




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




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




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




Sulphidized
      and quartz-veined, Banded Iron Formation;




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




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




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




Silicified
      and biotite altered ± sulphide mineralized zones in basalt;




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




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




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




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




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




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




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




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




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




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




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




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




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




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




Red
                Lake Exploration




100%
                Controlled Projects




2007
                Exploration Highlights -
                Phoenix Gold Project




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




Adams
                Lake Property




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




East
                Bay Property




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




Slate
      Bay Property




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




Partnered
                Projects




McCuaig
      JV Property




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




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




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




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




DMC
                Property




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




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




Red
                Lake North Property




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




Sidace
                area claims:




In
      January of 2007 Solitaire incurred $113,795 in exploration expenditures, to
      extend a 2006 drill hole to 1791 metres in the north-eastern portion of the
      property to test for higher grade gold zones down-dip of the Main Discovery
      Zone
      (MDZ) located on the adjacent Goldcorp/Planet Exploration Inc. property. The
      style of mineralization reported on the adjacent property is consistent with
      locally thick gold zones developed within folded quartz-sericite schist which
      are reported to exhibit an increase in both gold grade and thickness with depth
      (analogous with the Hemlo deposit).  The hole was completed to 1956
      metres below surface prior to yearend and intersected 123 metres (core length)
      of permissive schist units characterized by significant alumina- and
      potassium-rich minerals (white feldspar, sillimanite, garnet, sericite and
      biotite), variable amounts of pyrite and pyrrhotite (trace to 5%) and local
      sphalerite, stibnite and galena (trace to 3%). This stratigraphy is interpreted
      to be the equivalent of the stratigraphy host to the MDZ on adjacent
      claims.  Assays returned for a 50.4 metre section of sericite-bearing
      schist indicate a thick section of elevated gold (0.74 g/t over 36.1 metres)
      including 3.42 g/t gold over 4.6 metres and individual assays up to 7.7 g/t
      gold
      over 1.0 metre. The drill hole was completed to a depth of 2269 metres in early
      2008 and remained in the anomalous gold-bearing sericite schist unit to the
      claim boundary.  Follow-up drill recommendations are being considered
      subject to partner approval and drill availability.




Main
                Block claims:




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




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




Humlin
      Property




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




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




Pipestone
      North Property




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




Wolf
      Bay Property




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




Pipestone
      South Property




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




Future
                Exploration
                Plans




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




U.S.
                Results




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




Companies
      with Oil and Gas Activities




N/A




Dividends




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




Description
      of Capital Structure




General
      Description of Capital Structure




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




Constraints




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




Ratings




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




Market
      for Securities




Trading
      Price and Volume




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




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




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




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




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




Escrowed
      Securities




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




DIRECTORS
      and OFFICERS




Name,
      Occupation and Security Holding




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




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




Note:


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




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




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




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




Cease
      Trade Orders, Bankruptcies, Penalties or Sanctions




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




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




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




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




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




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




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




Conflicts
      of Interest




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




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




Audit
      Committee




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




Audit
      Committee Charter




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




“A.           
      Purpose




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




The
      primary objectives of the Committee are as follows:




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




2.           
      To oversee the work of the external auditors.




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




4.           
      To enhance the external auditors’ independence.




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




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




B.           
      Responsibility of Management and External Auditors




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




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




C.           
      Membership and Organization




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




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




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




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




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




D.           
      Functions and Responsibilities




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




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




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




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




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




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




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




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




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




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




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




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




(e)           
      ascertaining compliance with covenants under loan agreements;




(f)           
      reviewing disclosure requirements for commitments and
      contingencies;




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




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




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




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




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




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




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




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




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




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




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




(d)           
      review the performance of the external auditors;




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




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




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




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




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




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




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




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




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




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




E.           
      Adoption of the Audit Committee Charter and Amendments




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




Composition
      of the Audit Committee




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




Relevant
      Education and Experience




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




Reliance
      on Certain Exemptions




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




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




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




Reliance
      on Section 3.8




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




Audit
      Committee Oversight




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




Pre-Approval
      Policies and Procedures




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




External
      Auditor Service Fees (By Category)




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




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




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




Promoters




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




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




Legal
      Proceedings and regulatory actions




Legal
      Proceedings




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




Regulatory
      Actions




The
                Company is not aware of:




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




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




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




Interest
      of Management and Others in Material Transactions




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




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




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




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




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




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




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




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




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




Transfer
      Agents and Registrars




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




Material
      Contracts




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




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




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




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




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




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




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




Interests
      of Experts




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




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




ADDITIONAL
      INFORMATION




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




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




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




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




Rubicon
      Minerals Corporation




Suite
      1540 - 800 West Pender Street,




Vancouver,
      B.C., V6C 2V6




Robert
      G. Lewis, CFO




Telephone:
      (604) 623-3333




Facsimile:
      (604) 623-3355