ANNUAL
        INFORMATION FORM
  OF
  RUBICON
        MINERALS CORPORATION
  Suite
        1540 - 800 West Pender Street
  Vancouver,
        BC  V6C 2V6
  March
        31,
        2009
  (for
        the
        year ended December 31, 2008)
  
   
  
  
 
  RUBICON
        MINERALS CORPORATION
  ANNUAL
        INFORMATION FORM
  TABLE
        OF
        CONTENTS
  PRELIMINARY
                  NOTES[INSERT PAGE NUMBER]
 DocumentsIncorporated
        by Reference
 Date
        of Information
 Currency
 Forward-Looking
        Statements
 Caution
        Regarding Adjacent or Similar Mineral Properties
 Caution
        Regarding Reference to Resources and Reserves
 Caution
        Regarding Historical Results
 Glossary
        of Terms
  CORPORATE
                  STRUCTURE[INSERT PAGE NUMBER]
 Name,
        Address and Incorporation
 Inter-Corporate
        Relationships
  GENERAL
                  DEVELOPMENT OF BUSINESS[INSERT PAGE
                  NUMBER]
 Three
        Year History
 Financings
 Significant
        Acquisitions
  DESCRIPTION
                  OF THE BUSINESS[INSERT PAGE NUMBER]
 General
 Risk
        Factors
 Material
        Mineral Projects
 Phoenix
        Gold Project (Red Lake Mining Division, Ontario)
 Non
        Material Projects
 US
        Projects
  DIVIDENDS[INSERT
                  PAGE NUMBER]
 Other
        Share Issuances
  DESCRIPTION
                  OF CAPITAL STRUCTURE[INSERT PAGE
                  NUMBER]
 General
        Description of Capital Structure
 Constraints
 Ratings
  MARKET
                  FOR SECURITIES[INSERT PAGE NUMBER]
 Trading
        Price and Volume  [
  ESCROWED
                  SECURITIES[INSERT PAGE NUMBER]
  DIRECTORS
                  AND OFFICERS[INSERT PAGE NUMBER]
 Name,
        Occupation and Security Holding
 Cease
        Trade Orders, Bankruptcies, Penalties or Sanctions
 Conflicts
        of Interest
  PROMOTERS[INSERT
                  PAGE NUMBER]
  AUDIT
                  COMMITTEE[INSERT PAGE NUMBER]
 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)
  LEGAL
                  PROCEEDINGS AND REGULATORY ACTIONS[INSERT PAGE NUMBER]
 Legal
        Proceedings
 Regulatory
        Actions
  INTEREST
                  OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
  TRANSFER
                  AGENTS AND REGISTRARS
  MATERIAL
                  CONTRACTS
  NAMES
                  AND INTERESTS OF EXPERTS
  ADDITIONAL
                  INFORMATION
  PRELIMINARY
        NOTES
  DocumentsIncorporated
        by
        Reference
  Incorporated
        by reference into this
        Annual Information Form (“AIF”)
        are the following documents, copies
        of which may be obtained online on the SEDAR website atwww.sedar.com.
  (a)
              Audited  Consolidated
                  Financial Statements of the Company for the year endedDecember
                  31, 2008;
  (b)
              Management
                  Discussion and Analysis
                  of the Company for the year endedDecember
                  31, 2008(“MD&A”);
  (c)
              Agreement
                  for Purchase and Sale of
                  Mineral Interests and Financing of Rubicon datedMay 18, 2007between
                  Rubicon, McEwen Capital
                  Corporation, Evanachan Limited, Evanachan (Alaska)
                  Ltd., Lexam Explorations Inc.,
                  Lexam Explorations (U.S.A.) Inc. and Robert
                  McEwen.
  (d)
              All
                  News Releases pertaining to
                  the Phoenix Project on or afterMarch 12,
                  2008.
  (e)
              Management
                  Information Circular
                  datedJune 27,
                  2008in respect
                  of the
                  2008 Annual Meeting (“Information
                  Circular”);
  (f)
              Stock
                  Option Plan datedMay 14,
                  2007and amendedJune 17,
                  2008.
  (g)
              Technical
                  report datedJanuary 9,
                  2009entitled
                  “Exploration
                  Activities ofRubicon
                  MineralsCorporation
                  on the Phoenix Gold Project; and
  (h)
              Material
                  Change Reports dated
                  November 10 and 28, 2008; February 23, March 11 and 13,
                  2009.
  Date
        of Information
  All
        information in this AIF is as of December 31, 2008, unless otherwise
        indicated.
  Currency
  All
        dollar amounts are expressed in Canadian Dollars, unless otherwise
        indicated.
  Forward-Looking
        Statements
  This
        AIF
        and the documents incorporated by reference herein contain "forward-looking
        information" within the meaning of securities legislation, including the
        United
        States Private Securities Litigation Reform Act of 1995. These forward-looking
        statements are made as of the date of this AIF or, in the case of documents
        incorporated by reference herein, as of the date of such
        documents.  Other than as specifically required by law, the Company
        does not intend, and does not assume any obligation, to update any
        forward-looking statement to reflect events or circumstances after the date
        on
        which such statement is made, or to reflect the occurrence of unanticipated
        events, whether as a result of new information, future events or results
        or
        otherwise.
  These
        forward-looking statements represent management’s best judgment based on facts
        and assumptions that management considers reasonable, including that demand
        for
        products 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 energy 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 include, but are not limited to 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 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 ore resources, 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; risks related to joint venture operations; delays in obtaining
        governmental approvals or financing or in the completion of development or
        construction activities, as well as those factors discussed in the section
        entitled “Risk Factors” in this AIF.  Although 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.
  Caution
        Regarding Adjacent or Similar Mineral Properties
  This
        AIF
        contains information with respect to adjacent or similar mineral properties
        in
        respect of which the Company has no interest or rights to explore or mine.
        The
        Company advises US investors that the mining guidelines of the US Securities
        and
        Exchange Commission (the “SEC”) set forth in the SEC’s Industry Guide 7 strictly
        prohibit information of this type in documents filed with the SEC. The Company
        is exempt from the requirements of Industry Guide 7 pursuant to the Canada-U.S.
        Multi-Jurisdictional Disclosure System. Readers are cautioned that the Company
        has no interest in or right to acquire any interest in any such properties,
        and
        that mineral deposits on adjacent or similar properties are not indicative
        of
        mineral deposits on the Company’s properties.
  Caution
        Regarding Reference to Resources and Reserves
  National
        Instrument 43-101 Standards of Disclosure of Mineral Projects (“NI 43-101”) is a
        rule developed by the Canadian Securities Administrators which establishes
        standards for all public disclosure an issuer makes of scientific and technical
        information concerning mineral projects. Unless otherwise indicated, all
        reserve
        and resource estimates contained in or incorporated by reference in this
        AIF
        have been prepared in accordance with NI 43-101 and the guidelines set out
        in
        the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards
        on Mineral Resource and Mineral Reserves, adopted by the CIM Council on November
        14, 2004 (the “CIM Standards”) as they may be amended from time to time by the
        CIM. United States shareholders are cautioned that the requirements and
        terminology of NI 43-101 and the CIM Standards differ significantly from
        the
        requirements and terminology of the SEC set forth Industry Guide 7. Accordingly,
        the Company’s disclosures regarding mineralization may not be comparable to
        similar information disclosed by companies subject to the SEC’s Industry Guide
        7.  Without limiting the foregoing, while the terms “mineral
        resources”, “inferred mineral resources”, “indicated mineral resources” and
“measured mineral resources” are recognized and required by NI 43-101 and the
        CIM Standards, they are not recognized by the SEC and are not permitted to
        be
        used in documents filed with the SEC by companies subject to Industry Guide
        7.
        Mineral resources which are not mineral reserves do not have demonstrated
        economic viability, and United States shareholders are cautioned not to assume
        that all or any part of a mineral resource will ever be converted into
        reserves.  Further, inferred resources have a great amount of
        uncertainty as to their existence and as to whether they can be mined legally
        or
        economically. It cannot be assumed that all or any part of the inferred
        resources will ever be upgraded to a higher resource category. In addition,
        the
        NI 43-101 and CIM Standards definition of a “reserve” differs from the
        definition adopted by the SEC in Industry Guide 7. In the United States,
        a
        mineral 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. See “Glossary of Terms”.
  Caution
        Regarding Historical Results
  Historical
        results of operations and trends that may be inferred from the discussion
        and
        analysis in this AIF may not necessarily indicate future results from
        operations.  In particular, the current state of the global securities
        markets may cause significant reductions in the price of the Company’s
        securities and render it difficult or impossible for the Company to raise
        the
        funds necessary to continue operations. See “Risk Factors – Insufficient
        Financial Resources/Share Price Volatility”.
  Glossary
        of Terms
  The
        following technical terms may be used in this Annual Information Form, and
        may
        appear capitalized or in lower case, without any difference in
        meaning.
  “aeromagnetic/airborne
        magnetic”-
        Measurement of the earth's magnetic field from an aircraft for the purpose
        of
        recording the magnetic characteristics of rocks.
  “anomaly”
–
        any departure from the norm which may indicate the presence of mineralization
        in
        the underlying bedrock.
  “archean”-geological
        ages
        older than 2.4 billion years;
  “arsenopyrite”-a
        sulphide of arsenic and
        iron having the chemical formula FeAsS;
 “assay”-
        An analysis to determine
        the presence, absence or quantity of one or more chemical
        components.
  “au”-
        gold
  “base
        metal”- A metal,
        such as copper, lead, nickel, zinc or cobalt.
  “belt”-
        A specific elongate area
        defined by unique geologic characteristics.
  “breccia”-
        Rock fragmented into
        angular components.
  “carbonate”-
        A rock composed
        principally of calcium carbonate (CaC03).
  “copper”–
A
        ductile, malleable base
        metal with a myriad of uses in construction (piping, wire) and electronics
        due
        to its high electrical and thermal conductivity and good resistance to
        corrosion.
  “diamond
        drilling/drill hole”- A method
        of obtaining a cylindrical core of rock by drilling with a
        diamond impregnated bit.
  “dip”-
        The angle at which a
        stratum is inclined from the horizontal.
  “fault”
-A fracture in a rock along which there has been relative movement
        between
        the two sides either vertically or horizontally.
  “feldspar”
–a group of common rock-forming minerals that includes microcline,
        orthoclase, plagioclase and others.
  “felsic”-
        light-coloured
        silicate minerals such as quartz, feldspar and feldspathoids.
  “footwall”
–the
        rock on the underside
        of a vein or ore structure
  “formation”-
        A
        body of rock identified by lithological characteristics and stratigraphic
        position.
  “geochemistry/geochemical”-
        Study of variation of
        chemical elements in rocks or soil.
  “geology/geological”–
Study
        of the Earth’s
        history and life, mainly as recorded in rocks.
  “geophysics/geophysical”-
        Study of the earth by
        quantitative physical methods, either by surveys conducted on the ground,
        in the
        air (by fixed wing aircraft or helicopter) or in a borehole or
        drillhole.
  “gold”–
A
        heavy, soft, ductile,
        malleable precious metal used in jewelry, dentistry, electronics and as an
        investment.
  “hectare”-
        A square of 100 metres on
        each side.
  “igneous”–
A
        classification of rocks
        formed from the solidification from a molten state.
  “intercalated”
-
        said of layered material
        that exists or
        is introduced between layers of a different character; esp. said of relatively
        thin strata of one kind of material that alternates with thicker strata of
        some
        other kind, such as beds of shale intercalated in a body of
        sandstone.
  “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.
  “mafic”-
        An igneous rock composed
        chiefly of dark iron and manganese silicate minerals.
  “magnetic
        survey”- A
        geophysical survey conducted on the earth’s surface that measures variations in
        the earth's magnetic field caused by variations in rock type or geological
        structures.
  “manganese”
-A
        gray-white, hard,
        brittle metallic element. Symbol, Mn. Manganese does not occur uncombined
        in
        nature, but its minerals are widely distributed. Pyrolusite (MnO2) and
        rhodochrosite (MnCO3) are the most common minerals. The discovery of large
        quantities of manganese nodules on the ocean floor, containing about 24%
        manganese, holds promise as a source of manganese. Used to form many important
        alloys, esp. with steel, aluminum, and antimony; used in dry cells and glass,
        and in the preparation of oxygen, chlorine, and medicines.
  “mapping”–
The
        art and science of
        recording geological observations on a map.
  “mineralization”-
        The concentration of
        metals and their chemical compounds within a body of rock.
  “ore”-
        Rock containing mineral(s)
        or metals that can be economically extracted to produce a profit.
  “outcrop”-
        An exposure of bedrock at
        the surface.
  “porphyry”-
        A rock consisting of
        larger crystals embedded in a more compact finer grained
        groundmass.
  “prospecting”–
The
        art and science of
        searching for mineral deposits.
  “pyroxene”–
A
        calcium/sodium
        ferromagnesium silicate. One of the major rock forming minerals.
  “quartz”-
        A mineral composed of
        silicon dioxide.
  “sediment”-
        Solid material that has
        settled down from a state of suspension in a liquid. More generally, solid
        fragmental material transported and deposited by wind, water or ice, chemically
        precipitated from solution, or secreted by organisms, and that forms in layers
        in loose unconsolidated form.
  “sedimentary”-
        Pertaining to or
        containing sediment or formed by its deposition.
  “shear
        zone” - An area of rock which has failed or sheared in response to
        applied stress;
  “silicification”
        - The introduction of, or replacement by, silica, generally resulting in
        the
        formation of fine-grained quartz, chalcedony, or opal, which may fill pores
        and
        replace existing minerals.
  “soil
        sampling”-
        Systematic collection of soil samples at a series of different locations
        in
        order to study the distribution of soil geochemical values.
 “stratigraphy”
-Strictly,
        the description of bedded
        rock sequences; used loosely, the sequence of bedded rocks in a particular
        area.
  “strike”-
        Direction or trend of a
        geologic structure.
  “structure/structural”-
        Pertaining to geological
        structure, ie folds, faults, etc.
  “sulphide/sulphidation”-
        A group of minerals in
        which one or more metals are found in combination with sulfur/rock that has
        been
        sulphidized.
  “ultramafic”-
        igneous rocks consisting
        mainly of ferromagnesian minerals to the exclusion of quartz, feldspar and
        feldspathoids.
  “Tailing”
                  - Material rejected from a mill after most of the recoverable valuable
                  minerals have been extracted.
  “vein”-
        A thin sheet-like
        intrusion into a fissure or crack, commonly bearing quartz /a small vein
        or
        cluster of veins.
  “volcanic”-
        Descriptive of rocks
        originating from volcanic activity.
  General
  “2008
        Circular” means
        the Management Information Circular dated May 7, 2008 for the Company’s 2008
        Annual and Meeting held on June 17, 2008;
  “AIF”means
        this Annual
        Information Form together with the documents incorporated by
        reference;
  “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;
  “NI 52-110”
        means National Instrument
        52-110, Audit
        Committees, of the Canadian Securities Administrators;
  “NYSE
        Amex” means the NYSE Amex stock exchange;
  “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
  Resources/Reserves
  “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;
  “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;
  CORPORATE
        STRUCTURE
  Name,
        Address and Incorporation
  Rubicon
        Minerals Corporation (“Rubicon” or 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 seven 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, 7070918 Canada Ltd.,
        incorporated under the Business CorporationsAct
        (Canada)  on October 31, 2008, Rubicon Minerals Nevada
        Inc.,
        incorporated under the Business Corporations
        Act
        (British Columbia), on May 1, 2007, Rubicon Alaska Holdings
        Inc.,
        incorporated under the Ontario
        Business Corporations Act on January 12, 2006, Rubicon Alaska Corp.,
        incorporated under the laws of the State of Alaska, on December 19, 2006
        and
Rubicon Nevada Corp.,
        incorporated under the laws of the State of Nevada, on May 14,
        2007.
  691403
        BC Ltd. holds the
        Company’s interest in certain surface patents on the Phoenix property in Red
        Lake, Ontario.  1304850 Ontario Inc. holds
        certain mineral properties that were acquired pursuant to the ERD agreement,
        executed in March, 2003.  7070918 Canada Ltd., was
        incorporated for the purpose of holding certain mineral titles.  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”).  All subsidiaries
        are 100% owned by Rubicon Minerals Corp. or its subsidiaries:
  
  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 considers 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 NYSE Amex in the United States under the symbol
‘RBY’.  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, prior to July 13, 2006,
        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, prior to
        July 13, 2006, 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.  These assets were spun off under a Plan of Arrangement closed
        on December 8, 2006 (the “Arrangement”) as described below.
  In
        addition to its principal exploration properties, during the three year period
        up until the July 13, 2006 Toquima plan of arrangement referred to in the
        paragraph below, 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 have
        subsequently been reduced to 9.1%.
  On
        December 8, 2006, the Company closed the Arrangement, pursuant to an Amended
        and
        Restated Arrangement Agreement amended and restated 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 to Paragon, a new public company,
        currently trading on the TSX Venture.  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 “Unit 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 Unit 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 purchase and sale of mineral
        interests and financing agreement dated May 18, 2007, among the Company,
        McEwen
        Capital, Evanachan, Evanachan (Alaska) Ltd. (“Evanachan Alaska”), Lexam, Lexam
        U.S.A. and McEwen (the “Purchase, Sale and Financing Agreement”).  On
        May 18, 2007, the transactions closed and Rubicon issued 21,428,571 common
        shares and 10,714,271 warrants pursuant to the Unit 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 Purchase, Sale and Financing 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”.
  In
        2008,
        the Company discovered the F2 gold zone at its Phoenix Property which has
        been
        the focus of exploration for the Company.  In November 2008, the
        Company raised an additional $10.2 million to further advance the exploration
        of
        F2 Gold Zone
  Financings
  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
        used to fund ongoing exploration 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, 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 General Development of
        Business - Three Year History.
  On
        November 15, 2007, the Company completed 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 of the shares offered under the non-brokered private
        placement.
  On
        November 18, 2008, the Company completed concurrent brokered and non-brokered
        private placements, raising gross aggregate proceeds of
        $10,200,930.  Pursuant to the brokered offering, the Company issued
        4,500,000 flow-through common shares (the “FT Shares”) at a price of $1.35 per
        FT Share and 3,296,300 common shares (the “Offered Shares”) at a price of $1.10
        per Offered Share, for gross proceeds of $9,700,930 (the “Brokered
        Offering”).  GMP Securities L.P. acted as lead agent in connection
        with the Brokered Offering, along with a syndicate of agents that included
        Research Capital Corporation and TD Securities Inc.  The Company also
        issued 370,370 flow-through shares at a price of $1.35 per flow-through share
        to
        certain insiders and employees of the Company as well as other qualified
        investors, for gross proceeds of $500,000.
  On
        March
        5, 2009, the Company closed a brokered “bought deal” private placement (the
“Offering”), raising gross proceeds of $40,000,000.  Pursuant to the
        Offering, the Company issued 25,000,000 common shares (the “Common Shares”) at a
        price of $1.60 per Common Share. GMP Securities L.P. acted as lead agent
        in
        connection with the Offering, along with a syndicate of agents that included
        Macquarie Capital Markets Canada Ltd., TD Securities Inc., Research Capital
        Corporation, BMO Nesbitt Burns Inc., Genuity Capital Markets, Thomas Weisel
        Partners Canada Inc. and Dundee Securities Corporation. Proceeds from the
        issue
        and sale of the common shares shall be used for exploration and development
        of
        its Phoenix property, plus general and administrative and working capital
        purposes.
  Significant
        Acquisitions
  The
        Company has not made any significant acquisitions during the financial year
        ended December 31, 2008 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 inferred resource is present at the
        Phoenix 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,
        treasury and accounting.  While periods of increased activity in the
        resource mining industry can make 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 “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.  The financial and operational effects of
        environmental protection requirements on the Company’s capital expenditures,
        earnings and competitive position have not been significant in the year ended
        December 31, 2008, and are not expected to become significant until and unless
        the Company develops a mine on one of its exploration properties.
  Employees
  As
        of the
        date of this AIF, the Company has twenty-four 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.
  Foreign
        Operations
  The
        Company is not dependent to any material extent on foreign
        operations.  Although it has exploration properties in Nevada and
        Alaska, the Company’s main focus is on exploration of its Phoenix property in
        Ontario.
  Bankruptcy,
        Receivership or Similar Proceedings
  There
        has
        been no bankruptcy, receivership, or similar proceedings against the Company
        or
        any of its subsidiaries, 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, and none
        are
        proposed.
  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 Arrangement and the McEwen Transaction.  See
“Three Year History - 2008”.  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.  Management has adopted and is committed to
        environmental guidelines 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.  The environmental guidelines are briefly described as
        follows:
  ·
              Maintain
                  good environmental management practices by keeping up-to-date with
                  current
                  best practice code and changes in environmental regulations and
                  guidelines;
  ·
              Protect
                  the health and safety of employees, contractors and the public
                  in
                  connection with Company’s
                  activities;  and
  ·
              Provide
                  employees and contractors with the resources to integrate and apply
                  Rubicon’s Guiding Principles into their daily
                  activities.
  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:
  Title
        Risks
  The
        acquisition of title to resource properties is a very detailed and
        time-consuming process.  The Company holds an interest in its
        properties through mining claims.  Title to, and the area of, the
        mining claims may be disputed.  There is no guarantee that such title
        will not be challenged or impaired.  There may be challenges to the
        title of the properties in which the Company may have an interest, which,
        if
        successful, could result in the loss or reduction of the Company’s interest in
        the properties.
  Although
        title to its material property has been reviewed by or on behalf of the Company,
        no assurances can be given that there are no title defects affecting the
        properties.  Title insurance generally is not available for mining
        claims in Canada and the Company’s ability to ensure that it has obtained secure
        claim to individual mineral properties may be severely constrained.
  Rubicon
        has not conducted surveys of all of the claims in which it holds direct or
        indirect interests, therefore, the precise area and location of such claims
        may
        be in doubt.  Accordingly, the properties may be subject to prior
        unregistered liens, agreements, transfers or claims, and title may be affected
        by, among other things, undetected defects. In addition, Rubicon may be unable
        to conduct work on the properties as permitted or to enforce its rights with
        respect to its properties.
  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
        Phoenix property (see “Phoenix Gold project (formerly McFinley Gold Property”).
        The Company has no proven or probable resources on its properties.
  Resource
        Exploration and Development
        is Generally a Speculative Business: Resource exploration and development
        is a speculative business and involves a high degree of risk, including,
        among
        other things, unprofitable efforts resulting both from the failure to discover
        mineral deposits and from finding mineral deposits which, though present,
        are
        insufficient in size and grade at the then prevailing market conditions to
        return a profit from production.  The marketability of natural
        resources which may be acquired or discovered by the Company will be affected
        by
        numerous factors beyond the control of the Company.  These factors
        include market fluctuations, the proximity and capacity of natural resource
        markets, government regulations, including regulations relating to prices,
        taxes, royalties, land use, importing and exporting of minerals and
        environmental protection.  The exact effect of these factors cannot be
        accurately predicted, but the combination of these factors may result in
        the
        Company not receiving an adequate return on invested capital.
  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 “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 surface and underground 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, landslides 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 Province 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.
  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.
  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.
  Market
        Price of Company’s Shares and Financing
  In
        recent
        months, worldwide securities markets, particularly those in the United States
        and Canada, have experienced a high level of price and volume volatility,
        and
        the market price of securities of many companies, particularly those considered
        exploration or development stage companies, have experienced unprecedented
        declines in price which have not necessarily been related to the operating
        performance, underlying asset values or prospects of such
        companies.  Most significantly, the share prices of junior natural
        resource companies have experienced an unprecedented decline in value and
        there
        has been a significant decline in the number of buyers willing to purchase
        such
        securities.  In addition, significantly higher redemptions by holders
        of mutual funds has forced many of such funds (including those holding the
        Company’s securities) to sell such securities at any price.  As a
        consequence, despite the Company’s past success in securing significant equity
        financing, market forces may render it difficult or impossible for the Company
        to secure investors to purchase new share issues at a price which will not
        lead
        to severe dilution to existing shareholders, or at all. Therefore, there
        can be
        no assurance that significant fluctuations in the trading price of the Company’s
        common shares will not occur, or that such fluctuations will not materially
        adversely impact on the Company’s ability to raise equity funding without
        significant dilution to its existing shareholders.
  Permits
        and Licenses
  The
        operations of the Company will
        require licenses and permits from various governmental authorities. There
        can be
        no assurance that the Company will be able to obtain all necessary licenses
        and
        permits that may be required to carry out exploration, development and mining
        operations at its projects, on reasonable terms or at all. Delays or a failure
        to obtain such licenses and permits, or a failure to comply with the terms
        of
        any such licenses and permits that the Company does obtain, could have a
        material adverse effect on the Company.
  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.
  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.
  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.
  Management
  The
        Company is dependent upon a number of key directors, officers and
        employees:  David W. Adamson, President and CEO; Robert G. Lewis, CFO;
        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 “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 no experience in mining or processing of metals.  The
        Company has experienced, on a consolidated basis, losses in two of the past
        three years of its operations, including net income of $284,385 and losses
        of
        $2,216,381 and $3,787,920 in the years ended December 31, 2008, 2007 and
        2006,
        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, 2008, the Company’s deficit was $21,561,509.
  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 common shares fluctuated from a high of $2.00 to a low of $0.90
        per share during the financial year ended December 31, 2008.  There
        can be no assurance that the continual fluctuations in price will not
        occur.
  Shares
        Reserved for Future Issuance:  Dilution
  As
        at
        December 31, 2008 there were 4,733,300 options outstanding at a weighted
        average
        price of $1.10 per share and 10,714,271 warrants outstanding at a weighted
        average price of $1.50.  As at March 28, 2009, there were 7,083,800
        options outstanding at a weighted average price of $1.07 per share and
        10,624,985 warrants outstanding at a weighted average price of $1.50 per
        share
        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.
  Occupier
        liability and environmental hazard risks
  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” above
  Material
        Mineral Projects
  Overview
        of the Red Lake Greenstone Belt
  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 (“RLGB”), an
        accumulation of Archean-age metavolcanic, metasedimentary and intrusive rocks
        comprising a portion of the Uchi Sub-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
        (“RLGB”) has been intermittently explored by numerous companies and
        prospectors.
  The
        (“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(Red
        Lake Mining Division, Ontario)
  The
        Company’s material asset, the Phoenix Gold Project, previously referred to as
        the McFinely property, was acquired in 2002.  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.
  Rubicon
        holds a 100% interest in the Phoenix Gold Project held as 25 Licenses of
        Occupation, one Mining Lease, and 16 Patented Claims that cover approximately
        505.43 contiguous hectares, subject to paying certain advance annual royalty
        payments and a net smelter royalty on any future production from the
        property.
  Rubicon
        owns 8 parcels comprised of 7 mining claims and a portion of an eighth recording
        the surface rights only, registered in the name of 0691403 B.C. Ltd., which
        is a
        100% owned subsidiary of Rubicon.  Project infrastructure, which
        includes a tailings pond, a shaft, mill buildings and other structures is
        located on these surface parcels.
  A
        100%
        beneficial interest in favour of the Company in the Phoenix Gold Project
        was
        acquired in 2002, through vesting in two separate agreements, the Water and
        Land
        option agreements respectively, as described below:
  Water
        Claims Option Agreement
  The
        Company holds a 100% interest in the “Water Claims” portion of the Phoenix Gold
        Project (25 licences of occupation and one mineral lease).  These
        claims are subject to a NSR royalty of 2%, for which advance royalties of
        US$50,000 are due annually (to a maximum of US$1,000,000 prior to commercial
        production).
  The
        Company has the option to acquire a 0.5% NSR royalty for US$675,000 at any
        time.  Upon a positive production decision the Company would be
        required to make an additional advance royalty payment of US$675,000, which
        would be deductible from commercial production royalties as well as amounts
        paid
        pursuant to the maximum US$1,000,000 in advance royalty payments described
        above.
  Land
        Claims Option Agreement
  The
        Company holds a 100% interest in the “Land Claims” portion of the Phoenix Gold
        Project (16 patented claims). These claims are subject to a sliding NSR royalty
        of 2-3%, for which advance royalties of Cdn$75,000 are due annually (to a
        maximum of Cdn$1,500,000 prior to commercial production).  The Company
        has the option to acquire a 0.5% NSR royalty for Cdn$1,000,000 at any
        time.  Upon a positive production decision the Company would be
        required to make an additional advance royalty payment of Cdn$1,000,000,
        which
        would be deductible from commercial production royalties as well as amounts
        paid
        pursuant to the maximum Cdn$1,500,000 in advance royalty payments described
        above.
  Permitting
                  Summary
  Rubicon
        has received all of the necessary permits to commence the previously reported
        Phase I dewatering and shaft rehabilitation. The dewatering which is currently
        underway is estimated to be completed in early April, 2009.  In
        addition, Rubicon submitted a Closure Plan to the Government of Ontario to
        allow
        underground exploration which was accepted for filing in February of
        2009.  Rubicon plans to extend the existing three compartment shaft by
        approximately 200 metres and is currently evaluating ways to best advance
        its
        underground drilling programs in light of its March 5, $40MM
        financing.  In connection with the Closure Plan, the Company has
        posted a $493,000.00 reclamation bond with the Government of Ontario
        (“Reclamation Bond”).  The Reclamation Bond may need to be increased
        in future years.
  Rubicon
        is required to comply with all permits in hand which includes the obligation
        to
        continue to consult with local communities, including first
        nations.
  For
        additional details on the Phoenix Gold Project, the reader is referred to
        the
        most recent NI43-101 Technical Report on the Phoenix Gold Property dated
        January
        9, 2009, which was prepared for Rubicon by Mr. Robert Thomas, Jr., CPG.,
        with
        the assistance of Rubicon project staff.  The report is available on
        the SEDAR website (www.sedar.com) and was filed on January 21,
        2009.  The summary from this 43-101 technical report is provided
        below:
  “The
        Phoenix Gold Project is located
        in Bateman Township in the Red Lake District in Northwestern Ontario,
        approximately six kilometres north of the operating Red Lake Gold Mine (“Phoenix
        Gold Project or Project”).  It is accessible by an eight kilometre all
        weather, gravel road from the town of Cochenour.
  Rubicon
        has earned a 100% interest in the Phoenix Gold Project through two separate
        option agreements made during 2002.  The water covered areas of the
        Project, 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 Project, held as 16 Patented Claims, were optioned by agreement
        in July 2002 and included mining rights of patent claims from DGC and also
        any
        surface rights held by DGC subsidiary 1519369 Ontario
        Ltd.  Collectively, all of these titles are referred to as the Phoenix
        Gold Project (the 'Project') and cover approximately 746 Ha. The properties
        are
        contiguous, surveyed and in good standing.  Rubicon has also secured
        some surface rights for the property through a public auction by the
        Municipality of Red Lake.
  The
        Project is underlain by a north-northeast trending, westerly-dipping belt
        of
        deformed and intermixed metasediments, mafic volcanics and ultramafic rocks
        which define the “East Bay Trend”.  The rocks are Archean in age and
        part of the Balmer Sequence.  A strong north-northeast 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 northwest ''Mine Trend'' of the Red Lake Gold
        Mine.
  Extensive
        gold mineralization within the Red Lake camp has led to the total production
        of
        more than 24 M.Oz. of gold (as of December 31, 2007). The Red Lake Gold Mine
        (now includes both the former   Red Lake Mine and the Campbell
        Mine) has a historical production of 17 M.Oz. of gold alone. 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 more recently, Goldcorp-Premier’s GAZ Zone (see Figure
        2).  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 Phoenix Gold Project 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
        61,000 metres (200,000 feet) of diamond drilling, the refurbishment of a
        130
        metre (428 feet) 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 oz/ton to a depth of 122 metres
        (400 feet) (Hogg 43-101 Report, October, 2002).  Deeper drilling
        encountered similar mineralization with locally significant gold grades to
        depths of at least 518 metres (1,700 feet) below surface.  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 Phoenix Gold Project 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
 ·
              D2
                  conjugate shear structures which crosscut the trend of the
                  EBDZ
 ·
              Sheared
                  biotite-altered veined arsenopyrite-rich zones near the mafic/ultramafic
                  contact with local native gold and trace base metals (Phoenix
                  Zone)
 ·
              Felsic
                  intrusive and feldspar porphyry intrusive rocks within ultramafic
                  rocks of
                  the East Bay Serpentinite (MAC3 and F2
                  Zone)
 ·
              Significant,
                  silicified and biotite-altered ± sulphide mineralized zones in basalt
                  (host to the newly discovered F2
                  Zone)
  Rubicon
        is continuing an aggressive
        exploration program on thePhoenixGold
        Project. Exploration since 2002 has
        included geological mapping, approximately 22,000 square metres (72,000 feet)
        of
        trenching and stripping, 60,000 metres (197,000 feet) of re-logging selected
        historic holes, a high resolution airborne magnetic survey, a ground magnetic
        survey, a seismic lake bottom topography, a Titan 24 geophysical survey and
        over
        98,000 metres (321,500 feet) of surface diamond drilling. The Project has
        been
        re-evaluated within the context of current 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
        98,013.1metres
        (321,564 feet)
        of diamond drilling in 280 drill holes have been completed on the Project
        by
        Rubicon over ten phases of diamond drilling since 2002:
  ·
              Phase
                  1: 1,909.1 metres (6,263
                  feet) in 14 holes in the immediate area of thePeninsula(November
                  to December
                  2002)
 ·
              Phase
                  2: 9,585.4 metres (31,448
                  feet) in 33 holes to test property-wide targets from the ice as
                  well as on
                  thePeninsula(January
                  to March
                  2003)
 ·
              Phase
                  3: 3,061 metres (10,042
                  feet) in 10 holes for follow-up drilling onMcFinleyPeninsula(July
                  to September
                  2003)
 ·
              Phase
                  4: 7,285.4 metres (23,902
                  feet) of winter drilling involving 35 holes from the ice and from
                  the
                  northern tip of McFinley Island (February to March
                  2004)
 ·
              Phase
                  5: 6,038.7 metres (19,812
                  feet) in 35 holes for follow-up drilling on the Phoenix Zone fromMcFinleyIsland(July
                  to September
                  2004)
 ·
              Phase
                  6:  13,600.9
                  metres ( 44,622 feet) in 61 holes following up on the Phoenix Zone
                  onMcFinleyIsland(January
                  to April
                  2005)
 ·
              Phase
                  7: 1,614 metres (5,295 feet)
                  in 11 holes following up on thePhoenixand
                  CARZ zones (November to
                  December 2006)
 ·
              Phase
                  8: 9,930.1 metres (32,579
                  feet) in 17 holes focusing on new target areas including the North
                  Peninsula Zone (Upper and Lower Zones), West Mine Target, KZ and
                  Deep
                  Footwall areas (January to May
                  2007)
 ·
              Phase
                  9: 3,516 metres (11,535
                  feet) in 7 holes targeting the North Peninsula Zone area (November
                  to
                  December 2007)
 ·
              Phase
                  10: 41,472.5 metres (136,064
                  feet) in 56 holes, the majority of this drilling was focused on
                  the newly
                  discovered F2 Zone that was continuously drilled from ice, land
                  and by
                  barge (January to October
                  2008)
  Exploration
        by Rubicon has steadily advanced the Project, with two significant findings
        on
        the property. In 2004 a new zone of classic Red Lake style high-grade gold
        mineralization – the Phoenix Zone - was discovered. The Phoenix Zone, defined as
        the overall mineralized system, currently has a strike length of 500 metres
        (1,640 feet) and a depth extent of 200 metres (656 feet) from surface. The
        zone
        is situated at the north end of McFinley Island two kilometres north of the
        existing mine site, and is hosted within intensely biotized and quartz-carbonate
        veined basalt near a “roll”, or deflection in the ultramafic contact. More
        recently, the majority of drilling
        has been focused on the newly discovered “F2 Zone” announcedMarch 12, 2008.
        This is a zone composed of high grade
        gold mineralization and a lower grade sulphide-rich zone which currently
        has a
        strike length of 360 metres (1,181 feet) and a depth extent of 1,117 metres
        (3,665 feet) below surface and remains open along strike and at
        depth.  The mineralized zone appears to at least partly correlate with
        a large Titan 24 chargeability anomaly.   The anomaly extends
        laterally from the F2 Zone for over 1,500 metres (approximately 5,000 feet),
        and
        to depths up to 750 metres (approximately 2,500 feet) – the current depth limit
        of the survey.
  The
        setting and style of the F2 Zone is similar in many respects to the high-grade
        zones present at the nearby Red Lake Gold Mine.  More diamond drilling
        is required to understand the geology, geometry and extents of this mineralized
        system.
  Recommendations
        for 2009 include: 1) a two phase advanced exploration program to delineate
        the
        gold distribution of the F2 Zone and define the lateral and vertical extents
        of
        mineralization, that currently remain open; and 2) property scale surface
        drilling to test for additional F2-type discoveries along the northeast
        extension of the mafic volcanic stratigraphy that hosts the gold mineralization
        in areas with analogous structural and geophysical setting.
  A
        total budget of CAN$14,000,000 (including a 5% contingency) is recommended
        to
        execute this multi-phased exploration program for 2009.
  SURFACE
        DRILLING
 ·
              CAN$
                  4.62 million for the 15,000-20,000 metre (49,000 – 65,000 feet) diamond
                  drill program (two surface drills).
  UNDERGROUND
                  PROGRAM
 ·
              CAN$
                  4 million for the shaft deepening (200 metres, 660 feet) plus 325
                  meters
                  (1050 feet) of access drifting with drill stations,
                  etc.
 ·
              CAN$
                  4.71 million for 20,000 meters of underground drilling (two
                  drills)”
  Over
        the
        past three years, the Company has incurred approximately $16.3 million in
        exploration expenditures on its Phoenix property.
 
  2008
        Exploration Highlights - Phoenix Gold Project
  Drilling
  As
        of
        December 31, 2008, the Company has drilled a total of 48,471 metres, during
        the
        year, on the Phoenix property. The majority of this drilling was focused
        on the
        newly discovered “F2 Zone” announced March 12, 2008.
  Drilling
        focused on testing a new structural interpretation as well as following up
        on
        previous intercepts.  The initial F2 Zone drilling was targeted to
        test a potential structural break adjacent to a previous drill intercept
        from
        the MAC-3 area that returned results including 17.75 g/t Au over 0.62 metres
        and
        65.8 g/t Au over 0.67 metres (MF-03-25, see Rigg & Hogg, 2003). The diamond
        drill plans quickly changed with the discovery of the F2 Zone, early in the
        first quarter of 2008.  Subsequent to the F2 Zone discovery a Titan 24
        geophysical survey was completed over the area which identified a coincident
        chargeability anomaly associated with the mineralization.  To the end
        of October, 2008 the Company drilled a total of 41,473 metres (136,066
        feet).  The majority of this drilling was focused on the F2
        Zone.
  Mineralization
        within the F2 Zone occurs near a major ultramafic-mafic structural setting
        which
        is considered analogous to major deposits in the Red Lake gold district.
        The F2
        Zone is currently drilled to 1101 metres below surface and remains open at
        depth. The zone is located approximately 450 metres south east of the existing
        exploration shaft (142 metre-deep, currently flooded) which is planned to
        facilitate underground access. Gold in the F2 Zone is best developed within
        mafic volcanics as multiple and complex quartz veins, breccias and silica
        replacement zones that typically contain visible gold and trace to 3%
        sulphides.  Results to date indicate that sub-parallel, high-grade
        gold lenses or shoots are developed within a robust gold-bearing structure
        that
        also hosts thick, lower grade intervals. The overall mineralized envelope
        suggests a steep plunge to the northwest. These interpretations are preliminary
        in nature and relationships between the various styles of mineralization
        are
        complex. Additional drilling is required to gain a better understanding of
        gold
        distribution, geometry and controls on mineralization within the F2
        Zone.
  Since
        discovering the F2 zone in late February, 2008, significant gold mineralization
        has now been intersected over a vertical distance of 3363 feet (1025 metres)
        and
        over an interpreted strike length of 1903 feet (580 metres).  Drilling
        is on-going and complete assays remain pending.
  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:
  2006
        Exploration Highlights - Phoenix
        Gold Project
  In
        2006,
        the Company spent $732,431 on the Phoenix 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 the 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.
  Non
        Material Projects
  Other
        Red
        Lake projects (2006 – 2008)
  Over
        the
        past three years, the Company spent approximately $5.0 million in exploration
        on
        its other Red Lake properties ($3.5 million in 2008), a majority of which
        was
        funded by partners who optioned properties from the
        Company.  Acquisitions and project options include:
  Adams
        Lake
        Property
  The
        Adams
        Lake property comprises 35 unpatented mining claims (235 units) located
        approximately 5 kilometres east of the Red Lake mine complex. Titan 24
        geophysical surveys define large structures extending to depth that are thought
        to be similar to structures which host gold mineralization elsewhere in this
        prolific gold district. The Company conducted a two-hole reconnaissance program
        at Adams Lake. The drilling confirmed the presence of prospective Balmer
        rocks
        and validated the Titan 24 survey in the area below iron formation located
        close
        to the Balmer formation contact.  The Company believes these results
        confirm the presence of prospective units in a major fold closure at Adams
        Lake.
        Due to the focus on the Phoenix project, drilling at Adams Lake was curtailed
        to
        allow maximum resources to be directed to the F2 discovery.
  East
        Bay
        Property
  The
        Company has a 100% vested interest (as of January 30, 2007) in 25 unpatented
        mining claims (44 units: Herbert Option and Seargeant Option).  The
        project occupies four-kilometres of strike length of the East Bay Trend,
        immediately adjacent to, and on strike with, the GAZ zone (an inferred resource
        of 1.4 million tonnes grading 8.0 g/t gold controlled by Goldcorp/Premier
        Gold
        Source: Premier Gold News Releases). The East Bay claims are underlain by
        the
        East Bay ultramafic body, an important unit associated with gold elsewhere
        along
        the trend, including at Rubicon's Phoenix Gold Project. Although considered
        strategic and a priority target, plans for East Bay have been postponed to
        allow
        maximum resources to be directed to the Phoenix project.
  DMC
        Property
  The
        DMC
        property comprises 41 contiguous unpatented mining claims (263 units) located
        7.5 kilometres northwest of the Red Lake mine complex and covers over 17
        kilometres strike length of the northeast-trending (“RLGB”) .  The
        property was subject to an option agreement with Agnico-Eagle Mines Ltd.
        (Agnico) at the beginning of 2008, but was returned 100% to the Company during
        February. The property is considered strategic to the Company. The Company
        plans
        to conduct a Titan 24 geophysical survey covering the core of the DMC property
        before the end of April, 2009. This survey technique has the potential to
        provide targeting information from surface to up to one kilometer below surface.
        At the Company’s Phoenix project, similar Titan 24 surveys have been able to
        identify the F2 Zone mineralized sequence. Rubicon views Titans 24 as a
        potentially useful tool to identify new targets beyond the Phoenix project
        itself.
  Humlin
        Property
  The
        Company had 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”). During 2008 Solitaire funded a soil sampling survey
        on claims immediately adjacent to Goldcorp’s North Madsen property and northwest
        of Claude Resources’ Madsen property. Solitaire was not able to meet the
        required $400,000 option terms in 2008 and Rubicon subsequently re-acquired
        100%
        of the property in February 2008. The property is subject to an underlying
        NSR
        of between 1.75% and 2.0%.
  Partnered
                  Projects
  McCuaig
        JV
        Property
  The
        McCuaig Property comprises three unpatented mining claims (10 claim units)
        seven
        kilometres northwest of the Red Lake mine complex and is a Joint Venture
        between
        Rubicon Minerals Corp. (60%) and Golden Tag Resources (40%). The property
        is
        strategically located in the heart of the Red Lake gold camp and is underlain
        in
        part by the Balmer stratigraphy of the (“RLGB”) . The geological setting is
        considered to be analogous to the Bruce Channel mineralization previously
        being
        explored on the adjacent Gold Eagle Mines property (now controlled by Goldcorp
        Inc.) and to the setting of the major gold deposits of the camp hence is
        well
        located for future exploration. Notwithstanding the foregoing, the Company’s
        focus at the Phoenix project meant that no work was carried out in 2008.
        However, the location and geological environment on the property make this
        a
        strategic project for Rubicon.
  Red
        Lake North
        Property
  The
        Company has optioned a 55% interest in 47 unpatented mining claims (329 units)
        known as the Red Lake North Project located in Bateman, Black Bear, Coli
        Lake
        and McDonough Townships to Solitaire Minerals Corporation
        (“Solitaire”).  Solitaire is required to spend $751,000 by May 1, 2010
        in order to maintain its option in good standing at which time, it will have
        vested as to a 60% interest in the project. The main focus of exploration
        on the
        property is in the area referred to as the Sidace Area claims.
  Sidace
                  area claims:
  This
        area
        of the property is situated adjacent to the Main Discovery Zone (MDZ) located
        on
        the adjacent Goldcorp/Planet Exploration Inc. property (see Planet Exploration’s
        news releases). 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.  In early 2008 a drill hole completed to a depth
        of 2269 metres to test the down-dip extension of the MDZ. Assays returned
        from 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. This
        stratigraphy is interpreted to be the equivalent of the stratigraphy host
        to the
        MDZ on adjacent claims. Partner Solitaire has elected not to drill a recommended
        follow-up deep drill hole at Sidace but it has met its expenditure commitment
        for 2008.
  Westend
        Property
  During
        the year, the Company optioned a 60% interest in 23 unpatented mining claims
        (87
        units) known as the Westend Project located in Ball Township to Halo Resources
        Ltd. (“Halo”).  Under terms of the Letter Agreement dated July 10,
        2008, Halo must incur $1,000,000 in expenditures on the property over four
        years
        including $75,000 firm in Year 1 (completed), make a an initial cash payment
        of
        $20,000 (completed) and issue to the Company 50,000 shares of Halo (completed)
        to earn a 60% interest in the property.  The property is subject to a
        NSR of 1.0% on four of the claims in the Agreement.
  Slate
        Bay
        Property
  The
        Company has a 100% interest in 28 unpatented mining claims (146 units) located
        in McDonough and Graves Township.  The Company’s 100% interest is
        subject to a 1.75 - 2.0% NSR royalty.  Approximately $500,000 in
        exploration work has been completed since 2001.
  Slate
        Bay, located in the core of Red Lake, is a large property with extensive
        gold-bearing highly prospective Balmer stratigraphy – which includes key
        mafic-ultramafic contacts in proximity to a regional scal angular
        uncomformity.  The setting is analogous to that at the producing mines
        in the camp, which collectively contain >20 million ounces of
        gold.  Recent exploration has advanced the Slate Bay property to a new
        level of drill-readiness, and has provided a $500,000 dataset with which
        to plan
        future exploration programs.  A minimum 10-hole (2500 m) drill program
        is recommended for the Slate Bay property.
  English
                  Royalty
                  Division
  The
        English Royalty Division refers to Rubicon’s active program of acquiring mineral
        properties for the purpose of optioning out to other mining exploration
        companies.  As such, it provides the Company with an ongoing revenue
        stream of cash and shares and a residual royalty position in all the properties
        acquired.
  During
        the year ended December 31, 2008, the Company finalized 9 new property
        agreements and spent $153,847 on acquisition and maintenance costs and recovered
        $712,523 in cash and shares.
  Qualified
                  Person
  The
        2008
        exploration work in Red Lake was supervised by, and the technical information
        in
        this AIF was prepared by or under the supervision of Terry Bursey, P.Geo.,
        the
        Qualified Person under the definition of NI 43-101 and an employee of the
        Company.
  For
        further information please refer to the financial statements for the year
        ended
        December 31, 2008 of the Company incorporated by reference.
  US
        Projects
  Alaska
  During
        2007, the Company announced the closing of the McEwen Transaction which included
        the acquisition of a 512,960 acre land package in Alaska, southeast of
        Fairbanks. The lands surround the Pogo Gold Deposit, owned by Sumitomo Minerals
        (60%) and Teck-Cominco (40%). Approximately 2/3 of the package is 100% owned
        by
        Rubicon (New Horizon Claims) and the other 1/3 consists of lands subject
        to an
        option agreement with Rimfire Minerals Corporation that allows the Company
        to
        earn up to a 75% interest (see website www.rubiconminerals.com for property
        map). The exploration targets are high- grade gold deposits of the Pogo type.
        The Pogo deposit has a distinctive geochemical expression (gold, bismuth,
        arsenic) and was discovered as a result of drill-testing stream silt anomalies
        and a multi element soil anomaly.
  Rimfire
                  Option
  Under
        the
        terms of the Rimfire option agreement, Rubicon must complete expenditures
        totalling US$4.8 million in exploration over six years to earn a 60% interest
        in
        five properties. Upon vesting, Rubicon may obtain a further 10% interest
        in the
        properties by completing a feasibility study, and at Rimfire's election,
        may
        obtain an additional 5% (for a total of 75%) by providing a project financing
        loan to be repaid from Rimfire’s free cash flow upon production.
  Exploration
                  during the Year
  Pursuant
        to its obligations under the Purchase, Sale and Financing Agreement, Rubicon
        carried out a US$1.5MM exploration program on it land holdings, located in
        the
        Pogo area of Alaska. This includes US$750,000 on claims under options from
        Rimfire Minerals Corporation. The Alaska claims are at an early stage of
        exploration and accordingly, work has focused on mapping and prospecting
        of this
        large area to identify and prioritize targets going forward. The program
        also
        included a minor diamond drilling program testing priority areas. Prospecting
        of
        the ER claims, under option from Rimfire, led to the discovery of intermittently
        exposed sub-cropping surface mineralization hosted by quartz rich breccias
        and
        elevated gold mineralization, however subsequent drilling failed to return
        significant gold values. .
  During
        the current year, Rubicon has spent US$1.9 million in Alaska to bring its
        total
        exploration expenditures in Alaska in 2007 and 2008 up to Cdn$4.5 million. 
This completes the Company’s commitment, as required under the McEwen
        Transaction, for Alaska exploration.
  Nevada
  During
        2007, Rubicon acquired a 225,000 acre land package in Elko County, Northeastern
        Nevada pursuant to the McEwen Transaction.  Exploration of this property is
        in the preliminary stage.  Lexam Explorations Inc., a McEwen controlled
        company, from whom the property was acquired, had previously carried out
        approximate US$1 million worth of exploration.  Pursuant to the McEwen
        acquisition and financing agreements, Rubicon has met the requirement of
        spending US$500,000 exploring the property before mid May 2008.
  This
        area
        of Nevada is starting to be subject to more exploration following recent
        discoveries by others in the region. During 2008 Rubicon carried out an
        extensive airborne magnetic and radiometric survey designed to aid in the
        development of target areas. This was supplemented by field mapping, prospecting
        and the completion of a regional stream sampling program and ASTER image
        analysis to aid in target selection. A thorough review of this newly acquired
        information is ongoing and priority targets will be selected for follow-up
        for
        the 2009 field season.
  Dividends
  Dividend
        Record and Policy
  The
        Company has not paid any dividends since incorporation and it has no present
        intention of paying dividends on its common 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 common shares are
        entitled to an equal share of any dividends declared and paid.  There
        are no restrictions on the Company’s or its subsidiaries’ ability to pay
        dividends.
  Other
        Share Issuances
  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, pursuant to
        the
        terms of property and joint venture agreements.
  During
        2006, the Company also issued 2,128,813 common shares on the exercise of
        warrants and agent’s options and issued 760,628 common shares from the exercise
        of options.
  During
        the fiscal year ended December 31, 2007, the Company issued 40,000,000 of
        its
        common shares for mineral properties, pursuant to the terms of property and
        joint venture agreements.
  During
        2007, the Company also issued 3,152,792 common shares on the exercise of
        warrants and agent’s options.
  During
        the fiscal year ended December 31, 2008, the Company did not issue any common
        shares for mineral properties, pursuant to the terms of property and joint
        venture agreements.  The Company did issue 113,700 common shares from
        the exercise of options in 2008.
  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 156,151,871common
        shares
        were issued as at December 31, 2008.  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.
  As
                  at March 31, 2009, the Company had the following common shares,
                  stock
                  options and warrants outstanding:
  Common
                  shares issued and outstanding
              181,475,657Stock
                  options
              7,083,800Warrants
              10,624,985Fully
                  diluted share capital
              199,184,442
  
  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 requested 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, now NYSE AMEX under the symbol “RBY” on September 8,
        2004.
  Trading
        during the financial year ended December 31, 2008 on the TSX is summarized
        as
        follows:
  Month
              
              High
              
              
              Low
              
              
              Close
              
              
              VolumeDecember
                  2008
              
              $
              1.43
              
              
              $
              0.90
              
              
              $
              1.42
              
              
              
              3,543,396November
                  2008
              
              $
              1.24
              
              
              $
              0.93
              
              
              $
              1.04
              
              
              
              4,428,580October
                  2008
              
              $
              1.71
              
              
              $
              0.90
              
              
              $
              1.16
              
              
              
              8,406,195September
                  2008
              
              $
              1.94
              
              
              $
              1.38
              
              
              $
              1.55
              
              
              
              9,359,950August
                  2008
              
              $
              2.00
              
              
              $
              1.15
              
              
              $
              1.84
              
              
              
              6,571,746July
                  2008
              
              $
              1.52
              
              
              $
              1.17
              
              
              $
              1.36
              
              
              
              3,664,004June
                  2008
              
              $
              1.40
              
              
              $
              1.09
              
              
              $
              1.24
              
              
              
              2,634,733May
                  2008
              
              $
              1.50
              
              
              $
              1.22
              
              
              $
              1.34
              
              
              
              3,821,360April
                  2008
              
              $
              1.60
              
              
              $
              1.20
              
              
              $
              1.29
              
              
              
              5,538,115March
                  2008
              
              $
              1.43
              
              
              $
              1.11
              
              
              $
              1.27
              
              
              
              5,504,050February
                  2008
              
              $
              1.45
              
              
              $
              1.01
              
              
              $
              1.33
              
              
              
              3,773,560January
                  2008
              
              $
              1.54
              
              
              $
              0.95
              
              
              $
              1.10
              
              
              
              4,705,504
 
 Trading
        during the financial year ended December 31, 2008 on NYSE AMEX is summarized
        as
        follows:
  Month
              
              High
                  US$
              
              
              Low
                  US$
              
              
              Close
                  US$
              
              
              VolumeDecember
                  2008
              
              $
              1.22
              
              
              $
              0.70
              
              
              $
              1.16
              
              
              
              5,295,300November
                  2008
              
              
              1.07
              
              
              
              0.72
              
              
              
              0.86
              
              
              
              3,576,000October
                  2008
              
              
              1.60
              
              
              
              0.70
              
              
              
              0.97
              
              
              
              10,489,200September
                  2008
              
              
              1.88
              
              
              
              1.29
              
              
              
              1.46
              
              
              
              9,210,100August
                  2008
              
              
              1.92
              
              
              
              1.07
              
              
              
              1.74
              
              
              
              6,107,800July
                  2008
              
              
              1.51
              
              
              
              1.16
              
              
              
              1.33
              
              
              
              4,617,100June
                  2008
              
              
              1.39
              
              
              
              1.10
              
              
              
              1.25
              
              
              
              3,368,000May
                  2008
              
              
              1.51
              
              
              
              1.21
              
              
              
              1.36
              
              
              
              3,733,700April
                  2008
              
              
              1.59
              
              
              
              1.19
              
              
              
              1.28
              
              
              
              5,689,000March
                  2008
              
              
              1.44
              
              
              
              1.07
              
              
              
              1.24
              
              
              
              5,236,900February
                  2008
              
              
              1.47
              
              
              
              1.00
              
              
              
              1.36
              
              
              
              5,360,700January
                  2008
              
              $
              1.54
              
              
              $
              0.91
              
              
              $
              1.10
              
              
              
              5,295,300
  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
                Shares:
                  1,279,189
                Options:  1,000,000
              Exploration
                  Geologist; President, CEO and Director of the Company, over five
                  years;
                  Director, Constantine Metal Resources Ltd. (TSX Venture) and Paragon
                  Minerals Corporation (TSX Venture)
              March
                  1996David
                  R. Reid
                Director
                British
                  Columbia, Canada
                Shares:
                  371,500
                Options:
                  440,000
              Lawyer;
                  Partner of Davis LLP, Barristers & Solicitors, from March 2002 to
                  present; Director of Far West Mining Ltd. (TSX), Ross River Minerals
                  Inc.
                  (TSX Venture)
              April
                  2001Philip
                  S. Martin
                Director
                Ontario,
                  Canada
                Shares:  345,000
                Options:  390,000
              Principal,
                  P.S. Martin & Associates (Financial Consultants), over five years;
                  Director, Aura Minerals Inc. (TSX), Bear Lake Gold Ltd. (TSX Venture),
                  Nevoro Inc. (TSX), Advanced Primary Minerals Corporation (TSX Venture)
                  and
                  Nico Mining Ltd. (TSX Venture)
              July
                  2003John
                  R. Brodie, fca
                Director
                British
                  Columbia, Canada
                Shares:  64,900
                Options:  318,300
              Fellow
                  of the Institute of Chartered Accountants (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) Director, Silver Standard
                  Resources Inc. (TSX) and Director, Cross Lake Minerals Ltd.
                  (TSX)
              January
                  2005Kevin
                  D. Sherkin
                Director
                Ontario,
                  Canada
                Shares:  109,833
                Options:  440,000
              Lawyer;
                  Managing Director of Levine Sherkin Boussidan, over five
                  years
              January
                  2005Christopher
                  J.  Bradbrook
                Director
                Ontario,
                  Canada
                Shares:  94,074
                Options:
                  440,000
              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; Vice-President Strategic Development,
                  Avion
                  Resources Corp. (CDX)
              December
                  2005William
                  Cavalluzzo
                Vice-President,
                  Investor Relations
                Ontario,
                  Canada
                Shares:  287,117
                Options:  570,000
              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
                Shares:  10,000
                Options:
                  495,000
              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
                Shares:  18,000
                Options:
                  445,000
              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 John R.
        Brodie, FCA, (Chair), Philip S. Martin and Kevin D. Sherkin.  Members
        of the Compensation Committee are Christopher J. Bradbrook (Chair), Philip
        S.
        Martin and John R. Brodie, the Corporate Governance Committee are Philip
        S.
        Martin (Chair), David R. Reid and Kevin D. Sherkin, and 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 2,579,613 shares of the Company, representing 1.652%
        of the outstanding common shares of the Company, as at December 31,
        2008.  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
  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 except as
                  follows:
  John
        R.
        Brodie was appointed to the board of directors of Cross Lake Minerals Ltd.
        (“Cross Lake”) on October 24, 2008.  Previously, on October 14, 2008
        Cross Lake filed for creditor protection under the Companies’ Creditors
        Arrangement Act (Canada).  This will provide Cross Lake with time to
        develop a reorganization plan with its
        creditors.  PricewaterhouseCoopers has been appointed as Monitor of
        Cross Lake’s business affairs to assist the Company in developing the
        reorganization plan.  Mr. Brodie was appointed to the board of Cross
        Lake to take advantage of his experience and expertise in corporate
        restructurings.
  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 must be disclosed by such
        directors or officers in accordance with the laws of British Columbia and
        the
        Company expects they will 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.
  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.
  Audit
        Committee
  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 (“NI 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 NI 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 NI 52-110 and AMEX Rule 121(b).  All of the Audit Committee
        members are “financially literate”, as such term is defined in NI
        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), Cross Lake Minerals Ltd.
        (TSX)
        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.  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 NI 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 NI 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
        NI 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
        NI 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 NI 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, 2008
              
              $
              50,000
              
              Nil
              
              $
              4,500
              
              NilDecember
                  31, 2007
              
              $
              38,000
              
              Nil
              
              Nil
              
              Nil
  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,
                  2008;
  (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,
                  2008.
  Interest
        of Management and Others in Material Transactions
  Other
        than as set forth below or elsewhere in this AIF or in the Information 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 is reasonably
        expected to 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 $858,090 in
        2006,
        $913,422 in 2007 and $187,801in 2008 for legal
        fees for
        the fiscal years in which Mr. Reid was a director of the
        Company.  David R. Reid is a director of the Company.
  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”.
  On
        November 18, 2008 the Company closed concurrent brokered and non-brokered
        private placements, raising gross aggregate proceeds of
        $10,200,930;  see “Financings”.  David Adamson, President,
        CEO and director of the Company purchased 22,222 shares, Matthew Wunder,
        VP
        Exploration of the Company purchased 10,000 shares, John R. Brodie, Director
        purchased 38,000 shares, Chris Bradbook, Director purchased 74,074 shares
        and
        Kevin Sherkin, Director purchased 14,815 shares.
  On
        March
        5, 2008 the Company closed a brokered “bought deal” private placement (the
“Offering”), raising gross proceeds of $40,000,000.  Pursuant to the
        Offering, the Company issued 25,000,000 common shares (the “Common Shares”) at a
        price of $1.60 per Common Share.  See Financing section above for more
        details.  John R. Brodie, Director, purchased 38,000 shares, Chris
        Bradbrook, Director purchased 74,000 shares, Matthew Wunder, VP Exploration,
        purchased 10,000 shares and Kevin Sherkin, Director, purchased 14,815
        shares.
  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.
  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 and $214,500 on January 1, 2008. 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.
  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 and to $143,000 on January
        1, 2008.  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.
  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 and $181,500 on January 1, 2008.  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.
  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, which was increased to $181,500
        on
        January 1, 2008.  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 two times the annual salary then in
        effect.
  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.
  An
        Amended and Restated Arrangement Agreement amended and restated as of November
        22, 2006 and effective as of July 6, 2006 the Company transferred all its
        interests in its Newfoundland properties and Africo Resources Ltd. shares
        to two
        new companies and distributed the shares of the new companies to Rubicon’s
        shareholders.
  An
        Agreement for the Purchase and Sale of Mineral Interest and Financing of
        Rubicon, dated May 18, 2007, between the Company and Robert McEwen et al,
        the
        Company agreed to purchase the Company’s Alaska and Nevada Properties and
        conduct a unit offering of common shares and warrants.
  On
        November 18, 2008 the Company entered into an agreement with GMP Securities
        L.P.
        and a syndicate of agents including Research Capital Corporation and TD
        Securities Inc. in connection with a “best efforts” private placement of up to
        4,500,000 flow-through common shares (“Flow-Through Shares”) at an issue price
        of $1.35 per Flow-Through Share for proceeds of up to $6,075,000 and up to
        5,500,000 common shares (“Common Shares”) at $1.10 per Common Share for proceeds
        of up to $6,050,000.
  Names
        and 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, 2009 in respect of the Company’s
                  consolidated financial statements for the  year ended December
                  31, 2008.
              NilRobert
                  Thomas, Jr. CPG
              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 Phoenix Property, Red Lake,
                  Ontario
                  for the period January 2006 to October 2008, NTS 52N/04” dated January 9,
                  2009
              NilTerry
                  Bursey, B.Sc., P.Geo.
              A
                  “Qualified Person” for the purpose of National Instrument 43-101, prepared
                  or supervised the preparation of the technical information on the
                  Company’s Red Lake properties in this AIF and MD&A’s filed during and
                  in respect of 2008 and is an employee of the Company.
              205,000
                  stock options and less than 1% of outstanding common
                  shares
  ADDITIONAL
        INFORMATION
  Additional
        information relating to the Company may be found on SEDAR at www.sedar.comincluding
        the
        following:
  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 Information Circular prepared in respect of its most recent
        annual meeting.
  Additional
        financial information is provided in the Company’s annual consolidated financial
        statements and management discussion & analysis for the year ended December
        31, 2008.
  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