UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 40-F




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




OR




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




For the fiscal year ended:December 31, 2010
Commission file number: 001-32292




RUBICON MINERALS CORPORATION


__________________________________________________________


(Exact name of Registrant as specified in its charter)




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




1000


_______________________________________________________________________________


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




Suite 1540-800 West Pender Street,


Vancouver, British Columbia,


Canada V6C 2V6





(604) 623-3333


________________________________________________________________________________


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




DL Services Inc.


701 Fifth Avenue, Suite 6100,


Seattle, Washington 98104


Telephone: (206) 903-8800




__________________________________________________________________________


Name, address (including zip code) and telephone number


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





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





Title of each class
Name of each exchange on which registeredCommon shares, no par value
NYSE Amex


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


None


_____________________


(Title of Class)


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


None


______________________


(Title of Class)


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





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





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





As at December 31, 2010 the Registrant had outstanding 214,294,674 Common Shares without par value.





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





[ X ]Yes                                                     [    ] No





Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.


[    ]Yes                                                     [    ] No





EXPLANATORY NOTE





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





FORWARD-LOOKING STATEMENTS





This annual report on Form 40-F and the exhibits included herein contain forward-looking statements concerning the Company’s mineral properties, exploration activities and other matters.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.





Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and represent management’s best judgement based on facts and assumptions that management considers reasonable, including that the demand for gold and base metal deposits develops as anticipated, that operating and capital plans will not be disrupted by issues such as mechanical failure, unavailability of parts and supplies, labour disturbances, interruption in transportation or utilities, or adverse weather conditions, and that there are no material unanticipated variations in the cost of energies or supplies. .The Company makes no representation that reasonable business people in possession of the same information would reach the same conclusions.





Forward-looking statements, in this document, include, but are not limited to statements regarding costs and timing of the development of new deposits, success of exploration and development activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of exploration operations, environmental risks, unanticipated reclamation expenses, title disputes or claims.  In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.





Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which 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.   Such factors include, among others, future prices of gold and other metals; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of current reclamation activities; conclusions of future economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment, or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays and other risks related to joint venture operations; timing and receipt of regulatory approvals of operations; 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; the ability of third-party service providers to deliver services on reasonable terms and in a timely manner; and delays in the completion of development or construction activities. Other factors that could cause the actual results to differ include market prices, results of exploration, availability of capital and financing on acceptable terms, inability to obtain required regulatory approvals, unanticipated difficulties or costs in any rehabilitation which may be necessary, market conditions and general business, economic, competitive, political and social conditions.  Additional factors are discussed in the section titled “Risk Factors” in the Annual Information Form of the Company attached as Exhibit 99.1. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements, there may be other factors which cause actual results to differ.





Although management of the Company has attempted to identify important factors (which it believes are reasonable) that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  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.





Forward-looking statements contained herein and contained in the exhibits included herein are made as of the date hereof 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, except as required by applicable securities laws.





NOTE TO UNITED STATES READERS


DIFFERENCES IN UNITED STATES AND CANADIAN


REPORTING PRACTICES





The Company is permitted, under a multi-jurisdictional disclosure system, adopted by the United States Securities and Exchange Commission (the “SEC” or “Commission”), to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States.





The Company prepares its financial statements, which are filed with this annual report on Form 40-F, in accordance with Canadian generally accepted accounting practices (“Canadian GAAP”), and they are subject to Canadian auditing and auditor independence standards.  They may not be comparable to financial statements of United States companies.  Significant differences between Canadian GAAP and United States GAAP are described in the Company’s Reconciliation between Canadian and United States Generally Accepted Accounting Principles in Note 18 of the audited Consolidated Financial Statements of the Company.




CURRENCY





Unless otherwise indicated, all dollar amounts in this report are Canadian dollars.  The exchange rate of Canadian dollars into United States dollars, on December 31, 2010, based upon the following noon buying rate as posted by the Bank of Canada:





Date
1 USD -> CAD
1 CAD -> USDDecember 31, 2010
0.9946
1.005





RESOURCE AND RESERVE ESTIMATES





The Company’s Annual Information Form filed as Exhibit 99.1 to this annual report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws.  The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended.  These definitions differ from the definitions in the SEC Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act.  Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.





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





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






ANNUAL INFORMATION FORM





The Company’s Annual Information Form (“AIF”) for the fiscal year ended December 31, 2010 , is filed with this annual report as Exhibit 99.1 and incorporated by reference in this annual report on Form 40-F.





AUDITED ANNUAL FINANCIAL STATEMENTS





Audited Annual Financial Statements





The audited Consolidated Financial Statements, of the Company for the years ended December 31, 2010 and 2009, including the report of the independent registered public accounting firm with respect thereto, are filed with this Annual Report as Exhibit 99.2 and incorporated by reference in this annual report on Form 40-F.





For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 18 to the audited Consolidated Financial Statements filed with this annual report on Form 40-F as Exhibit 99.2.





MANAGEMENT’S DISCUSSION AND ANALYSIS





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





DISCLOSURE CONTROLS AND PROCEDURES





At the end of the period covered by this report, the fiscal year ended December 31, 2010, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act).   Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.





MANAGEMENT’S REPORT ON INTERNAL CONTROL


OVER FINANCIAL REPORTING





The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with Canadian GAAP.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2010 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010 and no material weaknesses were discovered.





The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended December 31, 2010.  In this report, the Company’s independent registered auditor, DeVisser Gray LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended December 31, 2010.  DeVisser Gray LLP has audited the Company’s financial statements included in this annual report on Form 40-F and has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.  The Auditor’s Attestation Report on Internal Controls over Financial Reporting is included with the Auditor’s Report in the consolidated financial statements attached hereto at Exhibit 99.2.





CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING





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





The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





CORPORATE GOVERNANCE GUIDELINES





The Company’s common shares are listed on the NYSE Amex. Section 110 of the NYSE Amex company guide permits NYSE Amex to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE Amex standards is contained on the Company’s website at www.rubiconminerals.com.





AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT





The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The Company’s Audit Committee is comprised of three (3) directors, Julian Kemp, B.B.A., C.A. (Chair), Bruce Thomas, Q.C. and Christopher J. Bradbrook, each of whom the Company’s Board of Directors has determined is “independent” under NI 52-110 and NYSE Amex Rules 121 and 803A.  The Company has adopted the criteria for director independence and unrelatedness for members of public company audit committees that are consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated thereunder, and the rules of the NYSE Amex as currently in effect.  All of the Audit Committee members are “financially literate” as such term is defined in NI 52-110.





The Company’s Board of Directors has determined that Julian Kemp B.B.A., C.A., a member of its audit committee, qualifies as an “audit committee financial expert” within the meaning of the Commission’s rules.





Each audit committee member possesses education or experience that is relevant to the performance of their responsibilities as audit committee members of the Company.





Mr. Julian Kemp is a Chartered Accountant and holds a Bachelor of Business Administration degree from Wilfrid Laurier University, Waterloo, Ontario. He has over 20 years of experience in the mining industry, including serving in senior financial management roles with several North American junior mining companies with production of gold and coal, and positions with engineering and mining contracting companies.  Mr. Kemp has been involved in all stages of mineral development from grass roots exploration to international metals production, including managing companies through the business cycle.  Mr. Kemp is theVice-President Finance and Chief Financial Officer of Fortune Minerals Limited from 2004 to present and a Director and the Audit Committee Chairman of Claim Post Resources Inc. (TSX-V).




Mr. Bradbrook has more than 25 years experience in the mining industry and has performed principal roles in many aspects of the industry, including exploration, mine development, corporate development work, financial analysis, investor relations and marketing. Most recently, he was the Vice-President, Strategic Development of Avion Resources Corp. (TSX-V) from February 2009 to May 2010 and Executive VP, Strategic Development of Forbes & Manhattan, Inc. (Private Merchant Bank) from January 2009 to May 2010.  Prior to that he was President and CEO of New Gold Inc. and prior to that, he was Vice President of Corporate Development for Goldcorp Inc.  Mr. Bradbrook was a Director of Crocodile Gold Corp. (TSX) from November 2009 to May 2010.





Mr. Bruce Thomas, Q.C. is a founding partner of Thomas Gold Pettingill LLP and has continued as a partner from July 2008 to present.  Previously, Mr. Thomas was a partner at Cassels Brock LLP from September 1980 to June 2008. Mr. Thomas is a graduate of Upper Canada College, the University of Western Ontario and Osgoode Hall Law School.  Mr. Thomas has been a member of the Audit Committee of the Company since May of 2010.





CODE OF ETHICS





The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all the Company’s directors, executive officers and employees.   The Code was amended by the board of directors on December 20, 2010, to make certain non-substantive amendments.  The amended Code is filed with this Annual Report as Exhibit 99.10 and incorporated by reference in this annual report on Form 40-F.  A copy of the Code is available to any shareholder, without charge, by written request to the Company at its principal executive office in Vancouver, British Columbia Canada.  A copy of the Company’s Code of Conduct and Ethics can also be found on the Company’s website at www.rubiconminerals.com.





No waivers of the Code have been granted to any principal officer of the Company or any person performing similar functions.  Any amendments to the code, and any waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder who requests them.





PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS





The table setting forth the Company’s fees paid to its independent auditor, DeVisser Gray LLP, Chartered Accountants (“DeVisser Gray LLP”) for the years ended December 31, 2010 and 2009 are set forth below:





AUDIT FEES

Years ended December 312010


2009Audit Fees:

Not yet invoiced as of March 31, 2011


$
71,000Audit Related Fees:

$
23,600


$
5,000Tax Fees:

Nil


NilAll Other Fees:

$
8,750


$
18,900Total:

$
32,350


$
94,900





"Audit Fees" are the aggregate fees billed by DeVisser Gray LLP for the audit of the Company’s consolidated annual financial statements.





“Audit Related Fees” are for reviews of the Company’s interim financial statements.





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





“All Other Fees” are for the auditor’s involvement with public offerings.





The audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the audit committee in advance of the respective services being rendered.





OFF-BALANCE SHEET ARRANGEMENTS





The Company does not have any off balance sheet arrangements other than as disclosed in Note 16 “Commitments”, to its audited Consolidated Financial Statements, which are filed with this annual report as Exhibit 99.2 andincorporated by reference in this annual report on Form 40-F.







TABLE OF CONTRACTUAL COMMITMENTS





The following table lists as of December 31, 2010 information with respect to the Company’s known contractual obligations.





Payments due by periodContractual Obligations

Total


Less than

1 year


1-3 years

3-5 years
More than 5 yearsLong-Term Debt Obligations

Nil


Nil


Nil

Nil
NilCapital (Finance) Lease Obligations

Nil


Nil


Nil

Nil
NilLease and Rental Obligations

$
372,730


$
187,405


$
185,325

Nil
NilPurchase Obligations

$
3,508,545


$
3,508,545


Nil

Nil
NilOther Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements

Nil


Nil


Nil

Nil
NilTOTAL

$
3,881,275


$
3,695,950


$
185,325

Nil
Nil


This table includes all contractual obligations.





UNDERTAKING AND CONSENT TO SERVICE OF PROCESS





Undertaking





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





Consent to Service of Process





The Company has previously filed with the Commission a written consent to service of process and power of attorney on Form F-X.  Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.





SIGNATURES





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














RUBICON MINERALS CORPORATION














By /s/Robert G. Lewis


Robert G. Lewis


Chief Financial Officer











Date:  March 31, 2011




















EXHIBITSDOCUMENTS FILED AS PART OF THIS REPORT99.1
Annual Information Form of the Registrant for the year ended December 31, 2010.99.2
Consolidated Financial Statements for the years ended December 31, 2010 and 2009.99.3
Management’s Discussion and Analysis of Financial Position and Results of Operations.99.4
Certifications by the Chief Executive Officer of the Company pursuant to Rule 13a 14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.99.5
Certifications by the Chief Financial Officer of the Company pursuant to Rule 13a 14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.99.6
Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.7
Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.8
Consent of DeVisser Gray LLP Chartered Accountants.99.9
Consent of Peter George, B.Sc., P.Geo. of Geoex Limited, principal author of NI 43-101 Technical Report - Phoenix Gold Property, bearing an effective date of July 31, 2010, and filed on SEDAR on January 11, 2011.99.10
Amended and Restated Code of Business Conduct and Ethics (the “Code”) that applies to all the Company’s directors, executive officers and employees.