**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      20-F**




(Mark
      One)




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





Commission
                file number ___________0-13066________________________________________




RUBICON
                MINERALS CORPORATION(Exact
                name of Registrant as specified in its charter)




BRITISH
                  COLUMBIA, CANADA(Jurisdiction
                    of incorporation or organization)


1540
                    - 800 West Pender Street, Vancouver, British Columbia, V6C
                    2V6, Canada(Address
                        of principal executive offices)


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


Title
                of each class
            
            Name of each exchange on which
              registeredAmerican
              Stock Exchange


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




(Title
                of Class)


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




None(Title
                of Class)




-1-


Indicate
        the number of outstanding shares of each of the issuer's classes of capital
        or
        common stock as of the close of the period covered by the annual report. 55,006,031
        common shares as of December 31, 2004.
  Indicate
          by check mark whether the registrant (1) has filed all reports required
          to be
          filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
          the
          preceding 12 months (or for such shorter period that the registrant was
          required
          to file such reports), and (2) has been subject to such filing requirements
          for
          the past 90 days.  x
          Yes      o
          No




Indicate
        by check mark which financial statement item the registrant has elected to
        follow.   x
        Yes  Item 17    o No  Item
        18
  -2-
 **Glossary
                    of Terms**
                **5****Forward
                    Looking Statements**
                **10****Item
                    1 – Identity of Directors, Senior Management and
                    Advisers**
                **11****A.********Directors
                    and Senior Management**
                **11****B.********Advisers**
                **11****C.********Auditors**
                **11****Item
                    2 – Offer Statistics and Expected Timetable**
                **11****Item
                    3 – Key Information**
                **11****A.********Selected
                    Financial Data**
                **12****B.********Capitalization
                    and Indebtedness**
                **13****C.********Reasons
                    for the Offer and Use of Proceeds**
                **13****D.********Risk
                    Factors**
                **14****Item
                    4 – Information on the Company**
                **19****A.********History
                    and Development of the Company**
                **19****B.********Business
                    Overview**
                **20****C.********Organizational
                    Structure**
                **37****D.********Property,
                    Plants and Equipment**
                **37****Item
                    5 – Operating and Financial Review and Prospects**
                **39****A.********Operating****Results**
                **39****B.********Liquidity****and****Capital Resources**
                **41****C.********Research
                    and Development, Patents and Licenses, etc**
                **41****D.********Trend
                    Information**
                **41****E.********Off
                    Balance Sheet Arrangements**
                **42****Item
                    6. – Directors, Senior Management and Employees**
                **42****A.********Directors
                    and Senior Management**
                **42****B.********Compensation**
                **44****C.********Board
                    Practices**
                **47****D.********Employees**
                **48****E.********Share
                    Ownership**
                **49****Item
                    7 – Major Shareholders and Related Party
                    Transactions**
                **50****A.********Major
                    Shareholders**
                **50****B.********Related
                    Party Transactions**
                **51****C.********Interests
                    of Experts and Counsel**
                **51****Item
                    8 – Financial Information48****A.********Consolidated
                    Statements and Other Financial Information**
                **51****B.********Significant
                    Changes**
                **51**
  -3-
 **Item
                    9 – The Offer and Listing**
                **52****A.********Offer
                    and Listing Details**
                **52****B.********Markets**
                **52****Item
                    10 – Additional Information**
                **52****C.********Share
                    Capita**
                **52****D.********Memorandum
                    and Articles of Association**
                **52****E.********Material
                    Contracts**
                **53****F.********Exchange
                    Controls**
                **53****G.********Taxation**
                **54****H.********Dividends
                    and Paying Agents**
                **61****I.********Statement
                    by Experts**
                **62****J.********Documents
                    on Display**
                **62****K.********Subsidiary
                    Information**
                **62****Item
                    11 – Quantitative and Qualitative Disclosures About Market
                    Risk**
                **62****Item
                    12 – Description of Securities Other than Equity
                    Securities**
                **62****Item
                    13 – Defaults, Dividend Arrearages and
                    Delinquencies**
                **63****Item
                    14 – Material Modifications to the Rights of Security Holders and
                    Use of
                    Proceeds**
                **63****Item
                    15 – Controls and Procedures**
                **63****Item
                    16**
                **63****L.********Audit
                    Committee Financial Expert**
                **63****M.********Code
                    of Ethics**
                **63****N.********Principal
                    Accounting Fees and Services**
                **64****O.********Exemption
                    from the Listing Standards for Audit Committees**
                **64****P.********Purchases
                    of Equity Securities by the Issuer and Affiliated
                    Purchasers**
                **65****Item
                    17 – Financial Statements**
                **65****Item
                    18 – Financial Statements**
                **92****Item
                    19 – Exhibits**
                **92****CERTIFICATIONS**
                **105**
  -4-




**GLOSSARY
      OF TERMS**







Certain
      terms used herein are defined as follows:





**Corporate
      Terms**





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





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





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





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





***“RML”*** means
      Rubicon Management Ltd.;





***“Rubicon
      USA”*** means
      Rubicon Minerals USA Inc.;





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




-5-


**Geological
      Terms**





***“Ag”*** -
      silver;





***“ankerite”
      -*** a
      carbonate mineral with the chemical formula (Ca, Mg, Fe) CO 3 ;





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





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





***“Au”*** -
      gold;





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





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





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





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





***“Cu”*** -
      copper;





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





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





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





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





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





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





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





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





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


The
      terms
“Mineral Resource”, Measured mineral resource”, “Indicated mineral resource” and
“Inferred mineral resource” are not defined terms under standards of the U.S.
      Securities and Exchange Commission (“SEC”) in the United States and are
      generally not permitted in filings with the SEC by U.S. companies. As such,
      information contained in this report concerning such descriptions of
      mineralization and resources under Canadian standards may not be comparable
      to
      similar information made public by U.S. companies subject to the reporting
      and
      disclosure requirements of the SEC. “Mineral resources” have a great amount of
      uncertainty as to their existence and a great uncertainty as to their economic
      and legal feasibility. It cannot be assumed that all or any part of a “Mineral
      resource” will ever be upgraded to a higher category. Investors are cautioned
      not to assume that any part or all of mineral deposits in these categories
      will
      ever be converted into reserves.


-6-


***“interflow”*** - rocks
      that occur between flows;





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





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





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





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





***“magnetite”*** - an
      oxide or iron, formula Fe 3 O 4 ;





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





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





“ ***Mineral
      Reserve*** ”
-
      NI43-101 definition - A Mineral reserve is the economically mineable part of
      a
“Measured” or “Indicated Mineral Resource” demonstrated by at least a
      Preliminary Feasibility Study. This Study must include adequate information
      on
      mining, processing, metallurgical, economic and other relevant factors that
      demonstrate, at the time of reporting, that economic extraction can be
      justified. A Mineral Reserve includes diluting materials and allowances for
      losses that may occur when the material is Mined.




CIM
      standards differ from United States standards. Under United States standards,
      a
“reserve” is defined as a part of a mineral deposit which could be economically
      and legally extracted or produced at the time the mineral reserve determination
      is made, where “economically” implies that profitable extraction or production
      has been established or analytically demonstrated to be viable and justifiable
      under reasonable investment and market assumptions, and while “legally” does not
      imply that all permits needed for mining and processing have been obtained
      or
      that other legal issues have been completely resolved, for a reserve to exist,
      there should be a reasonable certainty based on applicable laws and regulations
      that issuance of permits or resolution of legal issues can be accomplished
      in a
      timely manner;





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





***“NSR”*** - means
      net smelter returns royalty;





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





***“oz/ton”*** ** -
      ounces
      per short ton;





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





“ ***Preliminary
      Feasibility Study*** ”
-
      CIM
      definition - a comprehensive study of the viability of a mineral project that
      has advanced to a stage where the mining method, in the case of underground
      mining, or the pit configuration, in the


-7-


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





***“ppm”*** ** -
      parts
      per million;





***“pyrite”*** - an
      iron sulphide mineral with the chemical formula FeS 2 ;





***“pyrrhotite”*** ** -
      an iron
      bearing sulphide mineral having the chemical formula Fe 1-x S;





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





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





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





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





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





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





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





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





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





***“volcanogenic”*** ** -
      genetically associated with volcanism;





***“VMS”*** -
      volcanogenic massive sulphide; and





***“Zn”*** -
      zinc.





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


-8-





**Conversion
                Table**Metric
            
            Imperial1.0
                millimetre (mm)
            =
            0.039
                inches (in)1.0
                metre (m)
            =
            3.28
                feet (ft)1.0
                kilometre (km)
            =
            0.621
                miles (mi)1.0
                hectare (ha)
            =
            2.471
                acres (ac)1.0
                gram (g)
            =
            0.032
                troy ounces (oz)1.0
                metric tonne (t)
            =
            1.102
                short tons (ton)1.0
                g/t
            =
            0.029
                oz/ton








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




-9-


**FORWARD-LOOKING
      STATEMENTS**




This
      report contains forward-looking statements within the meaning of Section 21E
      of
      the Securities Exchange Act of 1934 concerning the Company’s plans at its
      McFinley and Golden Promise mineral properties, and other matters. These
      statements relate to analyses and other information that are based on forecasts
      of future results, estimates of amounts not yet determinable and assumptions
      of
      management.





Statements
      concerning reserves and mineral resource estimates may also be deemed to
      constitute forward-looking statements to the extent that they involve estimates
      of the mineralization that will be encountered if the property is developed,
      and
      in the case of mineral reserves, such statements reflect the conclusion based
      on
      certain assumptions that the mineral deposit can be economically exploited.
      Any
      statements that express or involve discussions with respect to predictions,
      expectations, beliefs, plans, projections, objectives, assumptions or future
      events or performance (often, but not always, using words or phrases such as
      “expects” or “does not expect”, “is expected”, “anticipates” or “does not
      anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
      events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
      be achieved) are not statements of historical fact and may be “forward-looking
      statements.” Forward-looking statements are subject to a variety of risks and
      uncertainties which could cause actual events or results to differ from those
      reflected in the forward-looking statements, including, without
      limitation:





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




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




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




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




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




·
            risks
                related to commodity price
                fluctuations;




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




·
            risks
                related to failure to obtain adequate financing on a timely basis
                and on
                acceptable terms;




·
            risks
                related to environmental regulation and
                liability;




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




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




Some
      of the important risks and uncertainties that could affect forward looking
      statements as described further in Item 3 - Key Information - D. Risk Factors.
      Should one or more of these risks and uncertainties materialize, or should
      underlying assumptions prove incorrect, actual results may vary materially
      from
      those described in forward-looking statements. Forward looking statements are
      made based on management’s beliefs, estimates and opinions on the date the
      statements are made and the Registrant undertakes no obligation to update
      forward-looking statements if these beliefs, estimates and opinions or other
      circumstances should change. Investors are cautioned against attributing undue
      certainty to forward-looking statements.




-10-




**PART
      I**






**Item
      1. Identity of Directors, Senior Management and
      Advisers**






**A.
      Directors and Senior Management**




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




**B.
      Advisers**




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




**C.
      Auditors**




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





**Item
      2. Offer Statistics and Expected Timetable**





Not
      applicable.




**Item
      3. Key Information**






**A.
      Selected Financial Data**




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





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







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


-11-


***Summary
      of Financial Data (in Canadian dollars)***





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




**Notes:**


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


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


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


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


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






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




-12-




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






***Exchange
      Rate Information***




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





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





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





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





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





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








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




**B.
      Capitalization and Indebtedness**




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




**C.
      Reasons for the Offer and Use of Proceeds**




Not
      Applicable.




-13-


**D.
      Risk Factors**




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






***No
      known Reserves or Resources***




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






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





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







***Operating
      Hazards and Risks***





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







***Environmental
      Factors***





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





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





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





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


-14-




See
      also
“Governmental Regulation” below.





***Additional
      Financing and Agreements with Other Parties***





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




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




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




***Competition***





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





***Title***





There
      is
      no guarantee that title to properties in which the Company has a material
      interest will not be challenged or impugned. The Company’s mineral property
      interests may be subject to prior unregistered agreements or transfers or native
      land claims and title may be affected by undetected defects. In addition,
      certain of the mining claims in which the Company has an interest are not
      recorded in the name of the Company and cannot be recorded until certain steps
      are taken by other parties. Before a number of claims under option can be
      recorded in the Company’s name, the underlying title holder has to assign title
      to the Company once the Company satisfies its option agreement obligations.
      There are no assurances that the underlying title holder will assign title.
      As
      at the date of this annual report, approximately 36% of claims have yet to
      be
      recorded in the Company’s name.




***Governmental
      Regulation***





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




The
      Company is at the exploration stage on all of its properties. Exploration on
      the
      Company’s properties requires responsible best exploration practices to comply
      with company policy, government regulations, maintenance of claims and tenure.
      The Company is required to be registered to do business and have a valid
      prospecting license (required to prospect or explore for minerals on Crown
      Mineral Land or to stake a claim) in any Canadian province in which it is
      carrying out work.


-15-


Mineral
      exploration primarily falls under provincial jurisdiction. However, the Company
      is also required to follow the regulations pertaining to the mineral exploration
      industry that fall under federal jurisdiction, such as the Fish and Wildlife
      Act.





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





***Newfoundland***





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





Exploration
      work which involves mechanized activities such as drilling, trenching, heavy
      mineral studies, airborne geophysical surveys, extensive use of off road
      vehicles, establishment of a camp or other activities capable of causing ground
      disturbance, water quality impairments or disruption to wildlife or wildlife
      habitat, cannot commence until the work plan has been reviewed by the Department
      of Mines and Energy and a written exploration approval notice issued, outlining
      such terms and conditions deemed necessary and prescribed by the
      Minister.





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





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





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





***Ontario***





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





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





***International
      Risks***





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





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


-16-


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





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





***Management***





The
      Company is dependent upon a number of key directors, officers and employees:
      J.
      Garfield MacVeigh, Chairman of the Board; David W. Adamson, President and CEO;
      Robert G. Lewis, CFO, and, William J. Cavalluzzo, Vice-President - Investor
      Relations. The loss of any one or more of the named directors, officers and
      employees could have an adverse effect on the Company. The Company has entered
      into management contracts with Mssrs. MacVeigh, Adamson, Lewis and Cavalluzzo.
      See “Item 6. Directors, Senior Management and Employees” and “Item 7. Major
      Shareholders and Related Party Transactions”. The Company does not maintain key
      person insurance on any of its management.





***Conflicts
      of Interest***





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







***Foreign
      Incorporation***





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





*“Penny
      Stock” Rules*





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




-17-




*Limited
      Operating History: Losses*





The
      Company has limited experience in mining or processing of metals. The Company
      has experienced, on a consolidated basis, losses in all years of its operations,
      including losses of $3,644,284, $4,082,836 and $2,312,394 in the years ended
      December 31, 2005, 2004 and 2003, respectively. The Company has no mineral
      properties in development or production and has no revenues from operations.
      The
      Company does not anticipate it will earn any revenue in 2006 and anticipates
      it
      will incur losses for the foreseeable future. There can be no assurance that
      the
      Company will operate profitably in the future, if at all. As at December 31,
      2005, the Company’s deficit was $15,841,543.





*Price
      Fluctuations: Share Price Volatility*





In
      recent
      years, the securities markets in the United States and Canada have experienced
      a
      high level of price and volume volatility, and the market price of securities
      of
      many mineral exploration companies have experienced wide fluctuations in price
      which have not necessarily been related to the operating performance, underlying
      asset values or prospects of such companies. In particular, the price of the
      Company’s Shares fluctuated from a high of $1.66 CAD to a low of $0.64 CAD per
      share within the twelve month period preceding the date of this Form. There
      can
      be no assurance that the continual fluctuations in price will not
      occur.






***Shares
      Reserved for Future Issuance: Dilution***





As
      at
      December 31, 2005 and March 27, 2006, there were respectively 4,815,000
      (weighted average exercise price of $1.10 per share) and 4,475,000 stock options
      (average exercise price of $1.10 per share) and 4,815,000 (average exercise
      price of $1.10 per share)and 4,948,896 warrants (average exercise price of
      $0.88
      per share) outstanding pursuant to which shares may be issued in the future,
      which will result in further dilution to the Company’s shareholders and pose a
      dilutive risk to potential investors. See “Item 17 - Financial Statements Note 8
      and 13.






**Risk
      Associated with the Issuance of Flow-Through Shares**





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





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





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







***Dividend
      Record and Policy***





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




-18-


**Item
      4. Information on the Company**




**A.
      History and Development of the Company**




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





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





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





The
      Company is a Canadian based mineral exploration-stage company that explores
      for
      commercially viable gold and base metal deposits. In addition the Company
      selectively invests in other mineral exploration and resource companies which
      the Company deems to be of merit. The Company will explore on its own mineral
      properties and/or option them to third parties to finance the exploration costs
      while retaining partial ownership and/or in exchange for a royalty interest.
      Since inception to December 31, 2005, the Company has raised approximately
      $44
      million from equity financings, exercises of warrants and stock options. The
      Company had incurred approximately $31 million (including value of shares
      issued) in acquisition and exploration cost and $7 million in investments in
      shares of other exploration and development companies.





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





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





***RE-ORGANIZATIOIN***





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





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





**B.
      Business Overview**


-19-


The
      Company’s key assets are in the Red Lake gold camp, in the Province of Ontario
      and a number of district-scale gold exploration properties in the Province
      of
      Newfoundland and Labrador. The Company also has a 60.4% investment in a
      subsidiary named Toquima Minerals Corporation (“Toquima”) that holds gold and
      base metal exploration properties in the States of Nevada and Alaska in the
      United States. The Company also has a 38.8% interest in Africo Resources Ltd.,
      a
      private B.C. Company that controls an option to acquire a 75% interest in a
      copper-cobalt resource located in the Democratic Republic of Congo. The Company
      does not have any assets or mineral properties that are in production or contain
      a known resource or reserve.





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






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







***PROPERTY
      INTERESTS***





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





**CANADA**


**ONTARIO**


**RED
      LAKE MINING DIVISION**





The
      majority of the Company’s Ontario mineral properties are located in the Red Lake
      gold camp which is situated in the Red Lake greenstone belt, an accumulation
      of
      Archean-age metavolcanic, metasedimentary and intrusive rocks comprising a
      portion of the Uchi Province of the Canadian Shield. The belt is recognized
      for
      its high-grade, highly profitable gold mines, which include the world class
      Campbell (Placer Dome) and Red Lake (Goldcorp) mines. The High Grade Zone at
      the
      Red Lake Mine contains 4.6 million ounces of gold with an average grade of
      2.35
      ounces of gold per ton (80.56 g/t) (source Goldcorp website). Combined, the
      Campbell-Red Lake ore bodies contain 22 million ounces at an average grade
      of
      0.66 oz/ton (22.62 g/t) Au (past production and reserves). Accordingly, there
      is
      demonstrable economic rationale for exploring within the Red Lake camp for
      similar deposits.





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





The
      Red
      Lake greenstone belt (“RLGB”) records a volcanic history that spans 300 Ma, and
      is represented by seven volcano-sedimentary assemblages (Balmer, Ball, Bruce
      Channel, Trout Bay, Slate Bay, Huston, and Confederation). The oldest and most
      economically important is the 2.94 - 2.96 billion year old Balmer assemblage,
      which consists of tholeiitic and komatiitic flows and ultramafic intrusive
      rocks
      intercalated with lesser felsic volcanic, clastic and chemical sedimentary
      rocks. The majority of gold occurrences and all of the >1 million ounce gold
      deposits in the belt are hosted by Balmer assemblage rocks at or near to an
      angular unconformity with overlying Huston (<2.89 Ga and >2.74 Ga) and
      Confederation (2.75 - 2.73 Ga) assemblage sedimentary and felsic to intermediate
      volcanic rocks. Polyphase deformation involved an early non-penetrative
      deformation (D 0 ),
      which
      uplifted pre-Confederation and Huston age rocks, and at least two episodes
      of
      post-Confederation deformation (D 1 and
      D 2 )
      reflected in folds and fabrics of low to moderate finite strain. Overall strain
      in the RLGB is low, but local high strain zones do occur, typically in areas
      of
      strong alteration with locally associated gold mineralization.





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





Gold
      deposits of the RLGB are classified according to their stratigraphic or
      lithologic associations into: 1) mafic volcanic hosted deposits, 2) felsic
      intrusive hosted deposits, and 3) stratabound deposits. Group 1 deposits, or
      Campbell-Red Lake


-20-


type,
      account for over 80% of production in the camp and are the primary target on
      the
      Property. They occur within broad Fe-carbonate alteration zones, with local
      scale potassium addition, silicification, and arsenic and antimony enrichment.
      The majority of high-grade ore zones come from quartz +/- arsenopyrite
      replacement of banded (barren) carbonate veins, and typically have narrow widths
      and short strike lengths, but are remarkably continuous down plunge. An
      empirical relationship exists between ultramafic rocks and gold, with the
      majority of gold mineralization at the Cochenour-Willans, Campbell and Red
      Lake
      mines occurring within a few hundred meters of ultramafic bodies.





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





**McFinley
      Gold Property**





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





***Water
      Claims Agreement (“Water Claims”)***


The
      Company optioned the Water Claims (25 licences of occupation and one mineral
      lease) in January 2002 from Dominion Goldfields Corporation (“DGC”) by agreeing
      to pay $800,000, issue 260,000 shares and complete US$1,300,000 of exploration
      prior to March 31, 2006. During 2004 the Company completed its acquisition
      of
      the Water Claims after meeting all the required payments and expenditures.
      The
      Water Claims are subject to a NSR royalty of 2%, for which advance royalties
      of
      US$50,000 are due annually (to a maximum of US$1,000,000 prior to commercial
      production). The Company has the option to acquire a 0.5% NSR royalty for
      US$675,000 at any time. Upon a positive production decision the Company would
      be
      required to make an additional advance royalty payment of US$675,000, which
      would be deductible from commercial production royalties as well as certain
      of
      the maximum US$1,000,000 in advance royalty payments described
      above.





***Land
      Claims Agreement (“Land Claims”)***


The
      Company purchased the Land Claims (16 patented claims) from DGC in July 2002
      for
      Cdn$500,000 and the issuance of 500,000 common shares. The Company also issued
      to the vendor 100,000 stock options (exercise price of $1.15 per common share,
      expiring July 2007). The Land Claims are subject to a sliding NSR royalty of
      2-3%, for which advance royalties of Cdn$75,000 are due annually (to a maximum
      of Cdn$1,500,000 prior to commercial production). The Company has the option
      to
      acquire a 0.5% NSR royalty for Cdn$1,000,000 at any time. Upon a positive
      production decision the Company would be required to make an additional advance
      royalty payment of Cdn$1,000,000, which would be deductible from commercial
      production royalties as well as certain of the maximum Cdn$1,500,000 in advance
      royalty payments described above.





**2005
      Highlights**


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





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





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


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


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


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





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





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


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


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


-21-


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





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


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


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


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





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





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





**McFinley
      Property 43-101F1 Technical Summary**


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





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





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





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





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





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





The
      1982-1989 exploration program resulted in the estimation of an ‘Inferred Mineral
      Resource’ of 334,007 tons at a grade of 0.20 Au opt to a depth of 400 feet (Hogg
      43-101 Report, October, 2002). Deeper drilling encountered similar
      mineralization with locally interesting gold grades to depths of at least 1,700
      feet below surface. The deeper area is considered an area of geological and
      exploration interest. Additional auriferous mineralization was encountered
      at
      the


contact of, and within, the talc chlorite schist in
      water-covered areas underlying the East Bay Trend in the vicinity of the
      workings. These remained to be further explored upon closure of the
      mine.




-22-




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





·
            Sulphidized
                and quartz-veined, Banded Iron
                Formation;


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


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


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


·
            Silicified
                and biotite altered ± sulphide mineralized zones in
                basalt;


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


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


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





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





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





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


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


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


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


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


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





Exploration
      by the Company has steadily advanced the property, culminating with the early
      stage discovery in 2004 of a significant new zone of classic Red Lake style
      high-grade gold mineralization - the Phoenix Zone.





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





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





During
      the 2005 winter exploration program, a previously unknown, gold bearing,
      carbonate, ankerite replacement zone (CARZ) was discovered. This new zone of
      mineralization is located 75 metres structurally above the main Phoenix Zone.
      It
      is a complex, 20 to 30 metre thick zone of carbonate, ankerite replacement,
      containing numerous colloform banded ‘snowbank’ veins up to 5 metres thick.
      These veins are variably silicified and mineralized over thicknesses up to
      14
      metres, with fine grained, needle arsenopyrite. The structural control on the
      CARZ is not clear, however a flat lying (30o- 40 o), west-dipping fault, located
      at the base of the zone may play a significant role. Alteration and
      mineralization associated with the newly discovered zone, located 75 metres
      structurally above the main Phoenix lens, now extends over a 120 metre strike length,
      60 metres down dip and remains open. Chemically reactive massive
      colloform-crustiform ankerite veins are an important host of ore in Goldcorp’s
      High-Grade Zone, and the identification of this style of mineralization in
      the
      Phoenix Zone area further confirms the similarities between the two gold
      systems.


-23-





A
      budget
      of CAN$1.5 Million is recommended for the next exploration program. It is
      recommended that CAN$75,000 is allocated for the Phase 1 trenching program;
      a
      total of 2800 metres of drilling, totaling CAN$425,000 is recommended for the
      Phase 2 CARZ drilling; and 6700 metres of drilling, totaling CAN$1,000,000
      is
      recommended for the Phoenix Zone, CARZ and Regional targets during the Phase
      3
      winter program. Drilling costs are based on an all-in cost of CAN$150 per metre.
      This estimate is based on previous drilling costs in the area.





**Goldcorp
      Option Agreement**


The
      Company has optioned up to a 70% interest in the 79 unpatented claims (543
      units) known as the Sidace Lake, Red Lake North and Adams Lake Properties to
      Goldcorp Inc. (“Goldcorp”) whereby Goldcorp must spend $5,000,000 in exploration
      expenditures over 4 years, including a committed $750,000 first year expenditure
      (completed) to earn an initial 60% interest. Goldcorp must complete a
      feasibility study to earn an additional 10% interest. Goldcorp was also required
      to purchase 1,000,000 shares of the Company at $1.60 by way of private placement
      (completed in 2003).





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





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





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





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





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





**McCuaig
      JV Property**


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





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





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


-24-




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





**DMC
      Properties**


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





**Meunier
      Property**


The
      Company has a 100% interest in 118 unpatented mining claims (222 units), which
      it acquired by spending $350,000 on exploration expenditures and making option
      payments of $75,000. The property is subject to NSR royalty of 2.5% on 38 claims
      (the Company can purchase a 1.5% NSR royalty for $1.5 million), 2% NSR royalty
      on 54 claims (the Company can purchase a 1% NSR royalty for $1.0 million),
      and
      1% NSR royalty on 27 claims. Annual advance royalty payments of $25,000 are
      due
      by April 15 th of each
      year.





**Red
      Lake West Property**


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





**Red
      Lake East Property**


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





**Slate
      Bay Property**


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





Subsequent
      to December 31, 2004, the Company optioned its Slate Bay project in Red Lake
      whereby King’s Bay Gold can earn a 51% interest in the property by spending
      $2.75 million in exploration costs over a four year period, commencing March
      1,
      2005 and including a firm commitment to spend $250,000 in exploration costs
      in
      the first year of the agreement. A total of Kings Bay Gold made an initial
      payment of $10,000 and 25,000 of its common shares to the Company.





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




**Humlin
      Property**


The
      Company acquired a 100% interest in 19 unpatented mining claims (216 units)
      located in Fairlie Township. The property is subject to a sliding scale NSR
      of
      1.75% to 2.0% depending on the price of gold, including the underlying Hammell
      Agreement.





**East
      Bay Property**


The
      Company has two option agreements to acquire a 100% interest in 25 unpatented
      mining claims (44 units). During 2004 Wolfden Resources Ltd., as operator,
      funded a $0.6 million drilling exploration program on the East Bay West where
      anomalous gold up to 8.75 g/t over 0.54 metres was returned along with thick
      intervals of anomalous gold of 0.59 g/t over 40.5 metres and 0.74 g/t over
      28.2
      metres. Wolfden subsequently elected not to continue with its option on this
      project. The Company believes that the property has the potential to host the
      down dip extension of the adjacent East Bay zones that are actively being
      explored by Placer/Wolfden and future follow up drilling in the area is
      warranted especially considering the close proximity to the adjacent
      Placer-Wolfden GAZ gold zone on which an inferred resource of 326,407 ounces
      of
      gold was announced by Wolfden in February 2005.




-25-


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


**Seargeant
      Property**


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





**Hammell
      Lake Property**


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





**Redstar
      Option Agreement**


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





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





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





**Pipestone
      North Property**


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





**Wolf
      Bay Property**


The
      Company acquired 18 unpatented mining claims. 17 claims are optioned to Redstar
      and one claim was traded to a third party in return for the Company receiving
      an
      NSR of 1.75%





**Pipestone
      South Property**


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





**English
      Royalty Division (“ERD”)**


During
      2003, the Company acquired rights to cash and share option payments and
      contractual interests in an initial portfolio of 63 mineral interests, mainly
      in
      the Red Lake district of Ontario, from prospector Perry English, in exchange
      for
      $500,000 and 250,000 of the Company’s shares. A yearly bonus is currently paid
      to Mr. English amounting to 20% of cash option receipts and 15% of the value
      of
      share option receipts. The Company continues to engage Mr. English to acquire
      additional mineral properties of merit for optioning to third parties. In
      addition, the initial portfolio of mineral properties in the ERD included 14
      mineral properties previously optioned to the Company which it now owns through
      the ERD. As a result, the Company has saved $231,000 in option payments to
      the
      end of 2005.





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





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




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


-26-




**Manitou
      Property**


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





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




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




**NEWFOUNDLAND**





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





**Golden
      Promise Gold Trend**





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





**Golden
      Promise Property**


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





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


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





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




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




-27-





The
      property is located within the Exploits subzone near the western edge of the
      Dunnage Zone, just south of the Red Indian Line and is underlain by Badger
      Group
      sediments that conformably overlie Caradocian black shales, which in turn
      overlie Middle Ordovician epiclastic and sedimentary rocks of the Victoria
      Lake
      supergroup. The Victoria Lake, Caradoc and Badger stratigraphy has been deformed
      about tight to isoclinal, upright, northeast plunging F 1 folds
      which are cut by the 411±6 Ma Hodges Hill granite stock in the north. Quartz
      veins and major fault zones throughout the area trend northeast (070 o ),
      easterly (120 o )
      and are
      related to deformation during formation of F 1 folds.
      Carbonatized, buff coloured mafic dykes are observed to intrude the local
      stratigraphy and occupy the same structure as gold bearing quartz veins of
      the
      Jaclyn and Jaclyn North Zones.





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





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





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


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


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


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


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


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


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





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





The
      greatest potential for gold mineralization, as observed from exploration
      completed to date, occurs within and immediately beneath the Caradocian Shale
      within F 1 anticlinal fold closures, where rheological contrast is maximized. High-grade
      quartz veins, particularly at Jaclyn, Jaclyn North and Jaclyn South are sited
      within mechanically and electromagnetically resistive Victoria Lake Group
      greywacke and mudstone and ongoing reconnaissance exploration continues to
      discover anomalous gold within these domains. The target model is Palaeozoic
      turbidite-hosted gold environment analogous to the gold deposits of the Lachlan
      fold belt in Victoria, Australia. The regional potential of the area has been
      recently underscored by the discovery of the Snow White, Linda and Broken Hose
      quartz vein zones at South Golden Promise property by the Companies partner,
      Crosshair Exploration and Mining Ltd.





*2005
      Highlights - Golden Promise*





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





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





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





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




-28-


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


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





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





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





**Glenwood-Botwood
      Gold Trend**





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





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





**JBP
      Linear Property (H-Pond Project)**


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





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





The
      property area is underlain by sedimentary rocks of the Davidsville Group, and
      consists of a monotonous sequence of north-northeast trending grey to black
      slate and siltstone with minor red slate and sandstone units. The sedimentary
      rocks metamorphosed to lower greenschist facies and are variably folded and
      faulted. The finer grained thinner bedded sediments usually display a strong,
      penetrative cleavage. Quartz veins observed in-situ cross-cut the S 1 foliation and are folded by the F 1 fold
      system. Significant gold-bearing quartz veins have been discovered at three
      main
      sites on the property, specifically the H Pond Prospect, Pocket Ponds Prospect
      and Lachlan Prospect.




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


-29-




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





*2005
      Highlights - JBP Linear property*





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





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


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


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





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





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





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





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





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





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





**Crosshair
      Glenwood-Wings Property Option**


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





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


-30-





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





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


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


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


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


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


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





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





**Meridian
      Huxter Lane Property Option**


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





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





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





**Jonathans
      Pond property**


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





**Golden
      Bullet property**


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





**Appleton
      property**


The
      Appleton property is located  13
      kilometres west of Gander, Newfoundland. The Company can acquire a 100% interest
      in 1 mineral licence (21 claims, 3150 hectares) by making option payments
      totaling $59,360 ($23,360 paid) over 3 years. The property is subject to a
      2.5%
      NSR of which 1.5% can be purchased by the Company for $1.5 million with a right
      of first refusal on the remaining 1.0%. The Company must make annual advance
      royalty payments of $20,000 beginning March 10, 2009.




-31-


**Bowater
      property**


The
      Bowater property is located  17
      kilometres west of Gander, Newfoundland, The Company can acquire a 100% interest
      in 1 mineral licence (6 claims, 150 hectares) by making option payments totaling
      $195,000 ($15,000 paid) over 5 years. The property is subject to a 2.0% to
      3%
      sliding-scale NSR relative to the price of gold. Fifty percent (50%) of the
      NSR
      is purchasable by the Company at anytime for $250,000 for each 0.25% with a
      right of first refusal on the remaining NSR. No work was completed on the
      property during 2005 and the Company is seeking a partner to advance this
      project.





**Mt.
      Peyton Linear property**


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





**TCH
      Property**


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





**Avalon
      Gold Trend**





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





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





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





**New
      World Gold Trend**





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




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


-32-





**Star
      Track Gold Trend**





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





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





**Base
      Metal Properties**





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





**Point
      Leamington Property**


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





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





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





**Seal
      Bay Property**


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





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


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




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





**West
      Cleary Property**


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




**Victoria
      Lake 10188M Property** ******


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


-33-


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





**Harpoon
      Property**


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





**Lake
      Douglas Property**


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





**UNITED
      STATES OF AMERICA**





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





**INVESTMENTS**





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





**Toquima
      Minerals Corporation**





**ALASKA**





**Palmer
      Property**


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





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





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





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




-34-


**NEVADA**





**Iowa
      Canyon Property**


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





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





**Flynn
      Property**


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





**Leach
      Hot Springs Property**


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





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





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




**Dome/HiHo
      Property**


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





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





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





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





**Golconda
      Summit Property**


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





**Willow
      Property**


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


-35-


royalty
      of 3% when the gold price is less than US$500 per ounce and 4% when it is
      greater than US$500 per ounce. Toquima can repurchase up to 50% of the royalty
      for US$500,000 for each 1⁄2 percent. Toquima is obligated to issue 450,000 common
      shares upon completion of a positive feasibility study.





**Loomis
      Property**


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





**Swales
      Mountain Property**


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





**Pine
      Grove Property**


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





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





**Currant
      Creek Property**


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





**Plan
      of Arrangement - Sale of Toquima interests**





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





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





**Africo
      Resources Ltd.**





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





During
      the year, Rubicon invested a further $4.2 million through Africo private
      placements to bring its ownership in Africo to 7.3 million shares or 37.4%.
      An
      additional 284,401 shares were purchased in January 2006 to bring the investment
      to 7.6 million shares, 38.8% with an average investment cost per share of
      $0.92.





In
      February, 2006, the Company received a new 43-101 compliant mineral resource
      statement from Africo Resources Ltd. prepared by RSG Global Ltd. of Perth,
      Australia, for the Kalukundi deposit (see Sedar filings for technical report).
      The new estimate, which updates the previously released Inferred Resource,
      is
      based on incorporation of 61 additional drill holes which comprise part of
      the
      ongoing feasibility study.


-36-





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


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





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


This
      section uses the terms “inferred resources.”We advise U.S. investors that while
      those terms are recognized and required by Canadian regulations, the U.S.
      Securities Commission does not recognize it. “Inferred resources” have a great
      amount of uncertainty as to their existence, and great uncertainty as to their
      economic and legal feasibility. It cannot be assumed that all or any part of
      an
      Inferred Mineral Resource will ever be upgraded to a higher category. Under
      Canadian rules, estimates of Inferred Mineral Resources may not form the basis
      of feasibility or pre-feasability studies, except in rare cases.





Highlights
      of report





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




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





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





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





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





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




**C.
      Organizational Structure**




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





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





Both
      companies are incorporated in the Province of British Columbia.




**D.
      Property, Plants and Equipment**






The
      Company does not have any material tangible fixed assets.






**Item
      5. Operating and Financial Review and Prospects**




This
      Management Discussion and Analysis (“MD&A”) includes financial information
      from, and should be read in conjunction with, the audited annual financial
      statements for the fiscal year ended December 31, 2005. Please refer to the
      cautionary notices at the end of this MD&A. The Company reports its
      financial position, results of operations and cash flows in accordance with
      Canadian generally accepted accounting principles (“GAAP”) in Canadian Dollars.
      Please see note 10 of the audited consolidated financial statements of the
      Company for reconciliation between Canadian and United States GAAP.





***CRITICAL
      ACCOUNTING ESTIMATES***





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




-37-


Use
      of
      estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting policies requires management of the Company to make estimates and
      assumptions that affect the reported amounts of assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. These estimates are based on past
      experience, industry trends and known commitments and events. By their nature,
      these estimates are subject to measurement uncertainty and the effects on the
      financial statements of changes in such estimates in future periods could be
      significant. Actual results will likely differ from those
      estimates.





Carrying
      value of mineral property interests





The
      Company has capitalized the cost of acquiring mineral property interests and
      on-going exploration and maintenance costs. Capitalized property costs are
      expensed in the period in which the Company determines that the mineral property
      interests have no future economic value. Capitalized property costs may also
      be
      written down if future cash flow, including potential sales proceeds and option
      payments, related to the property are estimated to be less than the carrying
      value of the property. The Company reviews the carrying value of its mineral
      properties periodically, and whenever events or changes in circumstances
      indicate the carrying value may not be recoverable, reductions in the carrying
      value of each property would be recorded to the extent that the carrying value
      of the investment exceeds the property’s estimated fair value.





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





Stock-based
      compensation





The
      Company has adopted the fair value based method of accounting for stock option
      and compensatory warrant awards granted to directors, employees and consultants.
      Under this method, the fair value of stock options is calculated and expensed
      or
      recorded as share issue costs at the date of grant, with the offsetting credit
      to contributed surplus. If the stock options are exercised, the proceeds are
      credited to share capital.





The
      Company uses the Black-Scholes option pricing model to calculate the fair value
      of stock options and compensatory warrants granted. This model is subject to
      various assumptions. The assumptions the Company makes will likely change from
      time to time. At the time the fair value is determined, the methodology the
      Company uses is based on historical information, as well as anticipated future
      events.





***CHANGES
      IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION***





Comprehensive
      Income, CICA Handbook Section 1530





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





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





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





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





Equity,
      CICA Handbook Section 3251





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





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


-38-


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





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





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





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





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





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





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





**A.
      Operating Results**





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





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





Significant
      items making up this increase were as follows:





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


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


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


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


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


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


·
            Gain
                on sale of investments was down by $600,000. In the current year
                this
                represented sale of junior mining stocks received from optionees
                of the
                Companies properties including ERD properties. In the prior year
                the gain
                was from the sale of Africo shares
                only.


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


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


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





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





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


-39-


Significant
      items making up this increased loss were as follows:





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


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


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


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


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


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





***Investing
      Activities - Fiscal year ended December 31, 2005***





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




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





***Investing
      Activities - Fiscal year ended December 31, 2004***





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





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





***SUMMARY
      OF QUARTERLY RESULTS (Based on Canadian GAAP)***





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




**B.
      Liquidity and Capital Resources**


-40-


***Fiscal
      year ended December 31, 2004***





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





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





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





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





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





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





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




**D.
      Trend Information**





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





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





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




-41-


**E.
      Off-balance Sheet Arrangements**





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





**F.
      Tabular Disclosure of Contractual Obligations**





Payments
                due by period*Contractual
                Obligations*
            *Total*
            *Less
                than 1 year*
            *1-3
                years*
            *3-5
                years*
            *More
                than 5 years*Long-Term
                Debt Obligations
            Nil
            Nil
            Nil
            Nil
            NilCapital
                (Finance) Lease Obligations
            Nil
            Nil
            Nil
            Nil
            NilOperating
                Lease Obligations
            $383,417
            $79,458
            $159,665
            $144,294
            NilPurchase
                Obligations
            Nil
            Nil
            Nil
            Nil
            NilOther
                Long-Term Liabilities Reflected on the Company’s Balance Sheet under the
                GAAP of the primary financial statements
            Nil
            Nil
            Nil
            Nil
            NilTotal
            $247,170
            $41,944
            $125,832
            $79,394
            Nil





This
      table includes all contractual obligations.





**Item
      6. Directors, Senior Management and Employees.**





**A.
      Directors and Senior Management**





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




-42-




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





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





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





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





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





**Philip
      S. Martin** ,
      Director of Rubicon Minerals Corporation, has a B.Sc. (Hons) degree in Mining
      Engineering from the Royal School of Mines, Professional Engineer designation
      in
      Ontario and an MBA from Cranfield University, UK. Mr. Martin is based in Toronto
      and has over 30 years experience in the mining industry ranging from mining
      engineer (1969-1979), corporate finance positions with Toronto Dominion Bank
      (1979-1986), research analyst (1986-1994). Mr. Martin currently provides
      consulting services to the corporate and financial sectors. Mr. Martin was
      Director and Managing Partner of Gordon Capital Corporation (1995-1998) and
      Director/Vice President of First Associates Investments Inc.
      (2000-2002).





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





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





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


-43-


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





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




**B.
      Compensation**





***Compensation
      of Executives and Directors***





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





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


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


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


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





-44-


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





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





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






*Termination
      of Employment, Change in Responsibilities and Employment
      Contracts*





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





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


-45-


exercisable
      at any time within 6 months after the date of such event, Mr. Lewis may elect
      to
      continue to be employed by the Company or give notice of termination in which
      event the Company shall pay Mr. Lewis an amount equal to two times the annual
      salary then in effect.





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





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





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





*Compensation
      of Directors*





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





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





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





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





*Report
      on Executive Compensation*





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







1.
              base
                  salary;
 2.
              bonus;
                  and


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


-46-





*Base
      Salary*


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





*Bonus*


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





*Long-Term
      Incentive*


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





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


Compensation Committee





**C.
      Board Practices**





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





***Mandate
      and Responsibility of the Board***





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





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





***Composition
      of the Board***





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





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


-47-





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





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





***Description
      of Board Committees***





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




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




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





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








***Board
      Approvals and Review***





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





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





***Board
      Independence***





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





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





***Audit
      Committee Independence***





The
      Company has adopted the criteria for director independence and
      unrelatedness for members of public company audit committees that are
      consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002,
      Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated
      thereunder, and the rules of the American Stock Exchange as currently in effect.
      Each member of the Company’s audit committee satisfies the criteria for director
      independence.




-48-


***Independent
      Advisor***





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




**D.
      Employees**




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





**E.
      Share Ownership**




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






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




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





*Note:*


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





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





***Director
      and Management Stock Options as at March 27*** **,** ***2006***





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





-49-


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





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




**Item
      7. Major Shareholders and Related Party Transactions.**






**A.
      Major Shareholders**




***Names
      of Stockholders Owning 5% or More of Outstanding
      Shares***


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





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





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





(1)
            Exact
                number of common shares not known.


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




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









***Record
      Holders Resident in the United States***





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







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





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




-50-


**B.
      Related Party Transactions**





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




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





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





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





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




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




**C.
      Interests of Experts and Counsel**




Not
      applicable.




**Item
      8. Financial Information**




**A.
      Consolidated Statements and Other Financial Information**




***F*** ***inancial
      Statements***




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




***Legal
      Proceedings***




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





***Dividend
      Policy***




The
      Company has not paid dividends in the past and it has no present intention
      of
      paying dividends on its Shares as it anticipates that all available funds will
      be invested to finance the growth of its business. The directors of the Company
      will




-51-




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




**B.** ****** **Significant
      Changes.**




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




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




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




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





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





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




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




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





**Item
      9. The Offer and Listing**





Not
      applicable.





**C.
      Markets**




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




**Item
      10. Additional Information**




**A.
      Share Capital**




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




**B.
      Memorandum and Articles of Association.**




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




-52-




**C.
      Material Contracts**




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





**Other
      Material Contracts**





1.  Roman
      Friedrich & Company





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





2.  Shareholder
      Rights Plan





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








**D.
      Exchange Controls**





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





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





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





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





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





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





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





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


-53-





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





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





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





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





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





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





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





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





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





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





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




**E.
      Taxation**




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




***Material
      Canadian Federal Income Tax Consequences***





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


-54-


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





***Dividends***





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




***Capital
      Gains***





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





(a)
      the
      non-resident holder;





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





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





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





***U.S.
      Federal Income Tax Consequences***





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





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





**Scope
      of this Disclosure**





Authorities





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




-55-




U.S.
      Holders





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





Non-U.S.
      Holders





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





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





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





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





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





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





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




Distributions
      on Common Shares





*General
      Taxation of Distributions*





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


-56-


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





*Reduced
      Tax Rates for Certain Dividends*





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





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





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





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





*Distributions
      Paid in Foreign Currency*





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





*Dividends
      Received Deduction*





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





Disposition
      of Common Shares





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


-57-


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





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





Foreign
      Tax Credit





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





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





Information
      Reporting; Backup Withholding Tax





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





**Additional
      Rules that May Apply to U.S. Holders**





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





Controlled
      Foreign Corporation





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


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





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





Passive
      Foreign Investment Company **





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





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





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





*Default
      PFIC Rules Under Section 1291 of the Code*





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





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





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


-59-


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





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




*QEF
      Election*





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





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





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





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





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


-60-





*Mark-to-Market
      Election*





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





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





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





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





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





*Other
      PFIC Rules*





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





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





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





**F.
      Dividends and Paying Agents**





Not
      applicable.




-61-


**G.
      Statement by Experts**





Not
      applicable





**H.
      Documents on Display**





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




**I.
      Subsidiary Information**




Not
      applicable.




**Item
      11. Quantitative and Qualitative Disclosures About Market
      Risk**




*Currency
      Exchange Rate Sensitivity*




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




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




*Interest
      Rate Sensitivity*




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




*Commodity
      Price Sensitivity*




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






**Item
      12. Description of Securities Other than Equity
      Securities**






Not
      applicable.




-62-




**PART
      II**






**Item
      13. Defaults, Dividend Arrearages and Delinquencies**




Not
      applicable




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




Not
      applicable




**Item
      15. Controls and Procedures**




**DISCLOSURE
      CONTROLS AND PROCEDURES**





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





**CHANGES
      IN INTERNAL CONTROLS OVER FINANCIAL REPORTING**





During
      the period covered by this Annual Report on Form 20-F, no changes occurred
      in
      the Company’s internal control over financial reporting that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.





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




**Item
      16.**




**Item
      16A. Audit Committee Financial Expert**




The
      Company’s Board of Directors has determined that John R. Brodie, FCA, a member
      of its audit committee, qualifies as an “audit committee financial expert” as
      defined in Item 16.A of Form 20-F. The Company has adopted the criteria for
      director independence and unrelatedness for members of public company audit
      committees that are consistent with the criteria prescribed by the
      Sarbanes-Oxley Act of 2002, Section 10A(m)(3) of the Exchange Act and
      Rule 10A-3(b)(1) promulgated thereunder, and the rules of the American
      Stock Exchange as currently in effect. Each member of the Company’s audit
      committee satisfies the criteria for director independence.




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




**Item
      16B. Code of Ethics**






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




-63-




**Item
      16C. Principal Accountant Fees and Services**






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




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




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




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




·
            approved
                by our audit committee; or




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




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




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




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




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




**AMEX
      CORPORATE GOVERNANCE**





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





*Shareholder
      Meeting Quorum Requirement* :
      The
      AMEX minimum quorum requirement for a shareholder meeting is one-third of the
      outstanding shares of common stock. In addition, a company listed on AMEX is
      required to state its quorum requirement in its bylaws. The Company’s quorum
      requirement is set forth in its Memorandum and Articles. A quorum for a meeting
      of members of the Company is two persons present and being, or representing
      by
      proxy, members holding not less than 5% of the issued shares entitled to be
      voted at such meeting.


-64-







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





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





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




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




Not
      applicable.




**PART
      III**




**Item
      17. Financial Statements**




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




-65-




**RUBICON
      MINERALS CORPORATION**





Consolidated
      Financial Statements


(Stated
      in Canadian Dollars)





December
      31, 2005


and


December
      31, 2004




-66-




**RUBICON
      MINERALS CORPORATION**





**MANAGEMENT’S
      RESPONSIBILITY FOR FINANCIAL REPORTING**





The
      accompanying consolidated financial statements of the company have been prepared
      by management in accordance with accounting principles generally accepted in
      Canada and reconciled to accounting principles generally accepted in the United
      States as set out in note 13, and contain estimates based on management’s
      judgment. Management maintains an appropriate system of internal controls to
      provide reasonable assurance that transactions are authorized, assets
      safeguarded, and proper records maintained.





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





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








“*David
                Adamson*”
            “*Robert
                Lewis*”David
                Adamson
            Robert
                LewisPresident
            Chief
                Financial Officer




-67-


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


**CHARTERED
      ACCOUNTANTS**





401
      - 905
      West Pender Street


Vancouver,
      BC Canada


V6C
      1L6





Tel:
      (604) 687-5447


Fax:
      (604) 687-6737








**AUDITORS’
      REPORT**





To
      the
      Shareholders of Rubicon Minerals Corporation





We
      have
      audited the consolidated balance sheets and consolidated statements of mineral
      property costs of Rubicon Minerals Corporation as at December 31, 2005 and
      2004
      and the consolidated statements of operations and deficit and cash flows for
      each of the years in the three year period ended December 31, 2005. These
      consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





We
      conducted our audits in accordance with generally accepted auditing standards
      in
      Canada and the standards of the Public Company Accounting Oversight Board
      (United States). Those standards require that we plan and perform an audit
      to
      obtain reasonable assurance whether the financial statements are free of
      materials misstatement. An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the financial statements. An audit
      also includes assessing the accounting principles used and significant estimates
      made by management, as well as evaluating the overall financial statement
      presentation.





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





“De
      Visser Gray”


**CHARTERED
      ACCOUNTANTS**





Vancouver,
      British Columbia


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







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





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





“De
      Visser Gray”


**CHARTERED
      ACCOUNTANTS**





Vancouver,
      British Columbia


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




-68-


**RUBICON
        MINERALS CORPORATION**
 Consolidated
        Balance Sheets
 *(Stated
        in Canadian Dollars)*




**As
                at December 31****2005**
            
            **2004****Assets****Current
                assets**Cash
                and cash equivalents
            
            $
            2,810,503
            
            $
            6,941,848Amounts
                receivable
            
            
            927,210
            
            
            263,731Prepaid
                expenses
            
            
            23,373
            
            
            64,2023,761,086
            
            
            7,269,781**Investments**(note 5)
            
            
            6,546,411
            
            
            3,177,783**Equipment**(note 6)
            
            
            51,228
            
            
            56,604**Mineral
                property costs**(note 7)
            
            
            22,961,644
            
            
            19,815,494$
            33,320,369
            
            $
            30,319,662**Liabilities****Current
                Liabilities**Accounts
                payable and accrued liabilities
            
            $
            519,961
            
            $
            897,397**Non-controlling
                interest**
            
            
            407,479
            
            
            474,340**Shareholders’
                equity**Share
                capital (note 8(a))
            
            
            45,610,692
            
            
            39,184,721Contributed
                surplus (note 8(b))
            
            
            2,623,780
            
            
            1,960,463Deficit
            
            
            (15,841,543
            )
            
            (12,197,259
            )32,392,929
            
            
            28,947,925$
            33,320,369
            
            $
            30,319,662*See
                accompanying notes to the consolidated financial
                statements*


Continuance
      of Operations **** (note
      1)


Commitments
                (Note 10)Subsequent
                events (Note 14)








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




-69-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Balance Sheets


*(Stated
      in Canadian Dollars)*





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




-70-
  **RUBICON
          MINERALS CORPORATION**
 Consolidated
          Balance Sheets
 *(Stated
          in Canadian Dollars)*


**For
                the years ended December 31****2005**
            
            
            **2004**
            
            
            **2003****Cash
                Provided by (Used for):****Operating
                Activities**Net
                loss for the year
            
            $
            (3,644,284
            )
            $
            (4,082,836
            )
            $
            (2,312,394
            )Adjustment
                for items which do not involve cash:Amortization
            
            
            17,412
            
            
            19,130
            
            
            12,543Stock-based
                compensation
            
            
            683,671
            
            
            1,100,980
            
            
            556,046Write-off
                of mineral property costs
            
            
            1,715,674
            
            
            1,713,144
            
            
            231,388Gain
                on sale of investments
            
            
            (76,765
            )
            
            (694,769
            )
            
            (19,703
            )Loss
                on equity investment
            
            
            288,323
            
            
            25,000
            
            
            -Future
                income tax recovery
            
            
            (1,043,943
            )
            
            -
            
            
            -Allocation
                of subsidiary’s loss to minority interest
            
            
            (66,861
            )
            
            (208,254
            )
            
            -(2,126,773
            )
            
            (2,127,605
            )
            
            (1,532,120
            )Changes
                in non-cash working capital components:Prepaid
                expenses
            
            
            40,829
            
            
            (43,798
            )
            
            (14,948
            )Amounts
                receivable
            
            
            (663,479
            )
            
            689,334
            
            
            (768,668
            )Accounts
                payable and accrued liabilities
            
            
            (525,011
            )
            
            (46,049
            )
            
            (85,553
            )(3,274,434
            )
            
            (1,528,118
            )
            
            (2,401,289
            )**Investing
                Activities***Mineral
                property costs
            
            
            (6,354,538
            )
            
            (8,599,220
            )
            
            (9,317,324
            )Purchase
                of equipment
            
            
            (12,036
            )
            
            (31,631
            )
            
            (17,692
            )Purchase
                of investments
            
            
            (4,151,793
            )
            
            (4,004,193
            )
            
            (300,000
            )Proceeds
                on sales of investments
            
            
            804,233
            
            
            2,489,294
            
            
            33,737Cash
                acquired in capital transaction
            
            
            -
            
            
            -
            
            
            714,031(9,714,134
            )
            
            (10,145,750
            )
            
            (8,887,248
            )**Financing
                Activities***Common
                shares issued for cash
            
            
            8,200,368
            
            
            3,628,330
            
            
            17,700,909Share
                issue costs
            
            
            (902,328
            )
            
            (413,658
            )
            
            (1,238,338
            )Recovery
                of property costs incurred
            
            
            1,495,182
            
            
            3,857,365
            
            
            4,677,732Management
                and administration fees received
            
            
            64,001
            
            
            241,605
            
            
            290,3428,857,223
            
            
            7,313,642
            
            
            21,430,645**Net
                cash (used) provided during the year**
            
            
            (4,131,345
            )
            
            (4,360,226
            )
            
            10,142,108**Cash
                and cash equivalents, beginning of year**
            
            
            6,941,848
            
            
            11,302,074
            
            
            1,159,966**Cash
                and cash equivalents, end of year**
            
            $
            2,810,503
            
            $
            6,941,848
            
            $
            11,302,074





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





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





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


*See
      accompanying notes to the consolidated financial
      statements*


-71-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Balance Sheets


*(Stated
      in Canadian Dollars)*





Balance
              December
                31 2003
            
            Gross
              Expenditures
                2004
            
            Write-off
                or
              Recovery
                2004
            
            Balance
              December
                31 2004
            
            Gross
              Expenditures
                2005
            
            Write-off
                or
              Recovery
                2005
            
            Balance
              December
                31 2005**CANADA****ONTARIO****RED
                LAKE MINING DIVISION****McFinley
                Property**Acquisitionand
                option payments
            
            $
            2,766,606
            
            $
            360,092
            
            $
            -
            
            $
            3,126,698
            
            $
            265,742
            
            $
            -
            
            $
            3,392,440Exploration
                costsGeological
                and geochemical
            
            
            1,188,210
            
            
            80,818
            
            
            -
            
            
            1,269,028
            
            
            141,655
            
            
            -
            
            
            1,410,683Drilling
            
            
            1,876,454
            
            
            1,731,442
            
            
            -
            
            
            3,607,896
            
            
            2,067,733
            
            
            -
            
            
            5,675,629Geophysical
            
            
            99,802
            
            
            1,345
            
            
            -
            
            
            101,147
            
            
            -
            
            
            -
            
            
            101,147Travel
                and accommodation
            
            
            96,221
            
            
            40,529
            
            
            -
            
            
            136,750
            
            
            46,291
            
            
            -
            
            
            183,041Other
            
            
            29,659
            
            
            1,637
            
            
            -
            
            
            31,296
            
            
            760
            
            
            -
            
            
            32,0566,056,952
            
            
            2,215,863
            
            
            -
            
            
            8,272,815
            
            
            2,522,181
            
            
            -
            
            
            10,794,996**Other
                Red Lake Properties**Acquisitionand
                option payments
            
            
            595,957
            
            
            73,768
            
            
            (230,862
            )
            
            438,863
            
            
            112,564
            
            
            (77,750
            )
            
            473,677Exploration
                costsGeological
                and geochemical
            
            
            614,503
            
            
            289,371
            
            
            (167,157
            )
            
            736,717
            
            
            360,778
            
            
            (142,682
            )
            
            954,813Drilling
            
            
            548,862
            
            
            676,490
            
            
            (628,929
            )
            
            596,423
            
            
            593,823
            
            
            (567,127
            )
            
            623,119Geophysical
            
            
            297,088
            
            
            78,641
            
            
            (95,419
            )
            
            280,310
            
            
            -
            
            
            -
            
            
            280,310Travel
                and accommodation
            
            
            40,783
            
            
            47,339
            
            
            (18,652
            )
            
            69,470
            
            
            24,083
            
            
            (13,890
            )
            
            79,663Other
            
            
            3,118
            
            
            -
            
            
            (137
            )
            
            2,981
            
            
            32,511
            
            
            (18
            )
            
            35,474*Administration
                fees (earned)*
            
            
            (370,962
            )
            
            -
            
            
            (65,082
            )
            
            (436,044
            )
            
            -
            
            
            (23,650
            )
            
            (459,694
            )1,729,349
            
            
            1,165,609
            
            
            (1,206,238
            )
            
            1,688,720
            
            
            1,123,759
            
            
            (825,117
            )
            
            1,987,362**McCuaig
                JV Project**Acquisitionand
                option payments
            
            
            79,940
            
            
            24,000
            
            
            -
            
            
            103,940
            
            
            6,000
            
            
            -
            
            
            109,940Exploration
                costsGeological
                and geochemical
            
            
            414,334
            
            
            57,552
            
            
            (32,385
            )
            
            439,501
            
            
            12,438
            
            
            (2,569
            )
            
            449,370Drilling
            
            
            992,186
            
            
            252,436
            
            
            (100,975
            )
            
            1,143,647
            
            
            582
            
            
            -
            
            
            1,144,229Geophysical
            
            
            27,682
            
            
            -
            
            
            (257
            )
            
            27,425
            
            
            -
            
            
            -
            
            
            27,425Travel
                and accommodation
            
            
            27,192
            
            
            7,904
            
            
            (2,904
            )
            
            32,192
            
            
            -
            
            
            -
            
            
            32,192Other
            
            
            1,400
            
            
            1,000
            
            
            (400
            )
            
            2,000
            
            
            -
            
            
            -
            
            
            2,000*Administration
                fees (earned)*
            
            
            (16,886
            )
            
            -
            
            
            (10,492
            )
            
            (27,378
            )
            
            -
            
            
            (257
            )
            
            (27,635
            )1,525,848
            
            
            342,892
            
            
            (147,413
            )
            
            1,721,327
            
            
            19,020
            
            
            (2,826
            )
            
            1,737,521**English
                Royalty Division**Acquisitionand
                option payments
            
            
            525,438
            
            
            249,952
            
            
            (604,058
            )
            
            171,332
            
            
            44,575
            
            
            (140,907
            )
            
            75,000Exploration
                costsGeological
                and geochemical
            
            
            86,420
            
            
            158,449
            
            
            -
            
            
            244,869
            
            
            113,879
            
            
            -
            
            
            358,748Travel
                and accommodation
            
            
            2,328
            
            
            3,201
            
            
            -
            
            
            5,529
            
            
            3,590
            
            
            -
            
            
            9,119Other
            
            
            23
            
            
            84
            
            
            -
            
            
            107
            
            
            -
            
            
            -
            
            
            107614,209
            
            
            411,686
            
            
            (604,058
            )
            
            421,837
            
            
            162,044
            
            
            (140,907
            )
            
            442,974


*See
      accompanying notes to the consolidated financial statements* ****


-72-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Balance Sheets


*(Stated
      in Canadian Dollars)*





Balance
              December
                31 2003
            
            Gross
              Expenditures
                2004
            
            Write-off
                or
              Recovery
                2004
            
            Balance
              December
                31 2004
            
            Gross
              Expenditures
                2005
            
            Write-off
                or
              Recovery
                2005
            
            Balance
              December
                31 2005**ONTARIO***(continued)***Other
                Ontario Properties**Acquisitionand
                option payments
            
            $
            41,310
            
            $
            -
            
            $
            (41,310
            )
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Exploration
                costs
            
            
            
            
            
            -
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -Geological
                and geochemical
            
            
            22,722
            
            
            -
            
            
            (22,722
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Geophysical
            
            
            56,362
            
            
            -
            
            
            (56,362
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Travel
                and accommodation
            
            
            1,322
            
            
            -
            
            
            (1,322
            )
            
            -
            
            
            -
            
            
            -
            
            
            -121,716
            
            
            -
            
            
            (121,716
            )
            
            -
            
            
            -
            
            
            -
            
            
            -**NEWFOUNDLAND****GOLD
                PROPERTIES****StarTrack
                Trend Properties**Acquisitionand
                option payments
            
            
            308,578
            
            
            86,408
            
            
            (150,744
            )
            
            244,242
            
            
            -
            
            
            -
            
            
            244,242Exploration
                costsGeological
                and geochemical
            
            
            429,479
            
            
            90,306
            
            
            (72,340
            )
            
            447,445
            
            
            41,030
            
            
            -
            
            
            488,475Drilling
            
            
            -
            
            
            224,058
            
            
            (100,000
            )
            
            124,058
            
            
            -
            
            
            -
            
            
            124,058Geophysical
            
            
            57,197
            
            
            -
            
            
            (56,715
            )
            
            482
            
            
            -
            
            
            -
            
            
            482Travel
                and accommodation
            
            
            10,026
            
            
            1,277
            
            
            (734
            )
            
            10,569
            
            
            231
            
            
            (38
            )
            
            10,762Other
            
            
            450
            
            
            3,130
            
            
            -
            
            
            3,580
            
            
            -
            
            
            -
            
            
            3,580805,730
            
            
            405,179
            
            
            (380,533
            )
            
            830,376
            
            
            41,261
            
            
            (38
            )
            
            871,599**Golden
                Promise Trend Properties**Acquisitionand
                option payments
            
            
            289,611
            
            
            219,495
            
            
            (360,680
            )
            
            148,426
            
            
            141,912
            
            
            (87,000
            )
            
            203,338Exploration
                costsGeological
                and geochemical
            
            
            238,642
            
            
            622,733
            
            
            (608,021
            )
            
            253,354
            
            
            292,631
            
            
            (141,209
            )
            
            404,776Drilling
            
            
            108,505
            
            
            392,168
            
            
            (328,608
            )
            
            172,065
            
            
            16,218
            
            
            (9,824
            )
            
            178,459Geophysical
            
            
            117,321
            
            
            -
            
            
            (62,742
            )
            
            54,579
            
            
            750
            
            
            -
            
            
            55,329Travel
                and accommodation
            
            
            6,355
            
            
            16,188
            
            
            (14,807
            )
            
            7,736
            
            
            7,402
            
            
            (4,389
            )
            
            10,749Other
            
            
            -
            
            
            296
            
            
            (296
            )
            
            -
            
            
            71
            
            
            (71
            )
            
            -*Administration
                fees (earned)*
            
            
            (74,203
            )
            
            -
            
            
            (104,641
            )
            
            (178,844
            )
            
            -
            
            
            (11,857
            )
            
            (190,701
            )686,231
            
            
            1,250,880
            
            
            (1,479,795
            )
            
            457,316
            
            
            458,984
            
            
            (254,350
            )
            
            661,950**Avalon
                Trend Properties**Acquisitionand
                option payments
            
            
            102,566
            
            
            109,725
            
            
            (52,508
            )
            
            159,783
            
            
            30,044
            
            
            (120,889
            )
            
            68,938Exploration
                costsGeological
                and geochemical
            
            
            296,213
            
            
            339,711
            
            
            (380,247
            )
            
            255,677
            
            
            49,427
            
            
            (109,299
            )
            
            195,805Drilling
            
            
            -
            
            
            263,443
            
            
            (263,443
            )
            
            -
            
            
            7,163
            
            
            (7,163
            )
            
            -Travel
                and accommodation
            
            
            4,497
            
            
            2,115
            
            
            (2,433
            )
            
            4,179
            
            
            437
            
            
            (561
            )
            
            4,055Other
            
            
            -
            
            
            1,366
            
            
            (641
            )
            
            725
            
            
            418
            
            
            (1,143
            )
            
            -*Administration
                fees (earned)*
            
            
            -
            
            
            -
            
            
            (42,671
            )
            
            (42,671
            )
            
            -
            
            
            26,220
            
            
            (16,451
            )403,276
            
            
            716,360
            
            
            (741,943
            )
            
            377,693
            
            
            87,489
            
            
            (212,835
            )
            
            252,347**Glenwood-Botwood
                Trend Properties**Acquisitionand
                option payments
            
            
            323,842
            
            
            246,707
            
            
            (168,199
            )
            
            402,350
            
            
            306,750
            
            
            (33,568
            )
            
            675,532Exploration
                costsGeological
                and geochemical
            
            
            581,843
            
            
            502,002
            
            
            (68,856
            )
            
            1,014,989
            
            
            767,521
            
            
            (241,759
            )
            
            1,540,751Drilling
            
            
            
            
            
            395,568
            
            
            (104,467
            )
            
            291,101
            
            
            374,997
            
            
            -
            
            
            666,098Geophysical
            
            
            236,806
            
            
            39,279
            
            
            (20,056
            )
            
            256,029
            
            
            34,158
            
            
            (31,158
            )
            
            259,029Travel
                and accommodation
            
            
            5,849
            
            
            5,534
            
            
            (1,357
            )
            
            10,026
            
            
            5,215
            
            
            -
            
            
            15,241*Administration
                fees (earned)*
            
            
            (39,887
            )
            
            -
            
            
            (3,026
            )
            
            (42,913
            )
            
            -
            
            
            (24,811
            )
            
            (67,724
            )1,108,453
            
            
            1,189,090
            
            
            (365,961
            )
            
            1,931,582
            
            
            1,488,641
            
            
            (331,296
            )
            
            3,088,927


*See
      accompanying notes to the consolidated financial statements*




-73-
 
 **RUBICON
          MINERALS CORPORATION**
 Consolidated
          Balance Sheets
 *(Stated
          in Canadian Dollars)*


Balance
              December
                31 2003
            
            Gross
              Expenditures
                2004
            
            Write-off
              or
                Recovery 2004
            
            Balance
              December
                31 2004
            
            Gross
              Expenditures
                2005
            
            Write-off
                or
              Recovery
                2005
            
            Balance
              December
                31 2005**NEWFOUNDLAND**
              **GOLD
                PROPERTIES***(continued)***New
                World Trend Property**Acquisitionand
                option payments
            
            $
            16,090
            
            $
            53,600
            
            $
            -
            
            $
            69,690
            
            $
            37,850
            
            $
            -
            
            $
            107,540Exploration
                costsGeological
                and geochemical
            
            
            233,879
            
            
            69,566
            
            
            -
            
            
            303,445
            
            
            27,013
            
            
            -
            
            
            330,458567
            
            
            -
            
            
            567
            
            
            1,583
            
            
            -
            
            
            2,150Travel
                and accommodation
            
            
            1,817
            
            
            43
            
            
            -
            
            
            1,860
            
            
            14
            
            
            -
            
            
            1,874251,786
            
            
            123,776
            
            
            -
            
            
            375,562
            
            
            66,460
            
            
            -
            
            
            442,022**GNP
                Trend Property**Acquisitionand
                option payments
            
            
            34,171
            
            
            -
            
            
            (34,171
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Exploration
                costsGeological
                and geochemical
            
            
            27,257
            
            
            -
            
            
            (27,257
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Travel
                and accommodation
            
            
            3,373
            
            
            -
            
            
            (3,373
            )
            
            -
            
            
            -
            
            
            -
            
            
            -64,801
            
            
            -
            
            
            (64,801
            )
            
            -
            
            
            -
            
            
            -
            
            
            -**Base
                Metal Properties**Acquisitionand
                option payments
            
            
            284,891
            
            
            44,599
            
            
            (239,798
            )
            
            89,692
            
            
            36,790
            
            
            (76,493
            )
            
            49,989Exploration
                costsGeological
                and geochemical
            
            
            390,408
            
            
            8,994
            
            
            (150,631
            )
            
            248,771
            
            
            125,460
            
            
            (4,500
            )
            
            369,731Drilling
            
            
            516,168
            
            
            66,542
            
            
            (290,976
            )
            
            291,734
            
            
            193,164
            
            
            -
            
            
            484,898Geophysical
            
            
            169,902
            
            
            -
            
            
            (87,265
            )
            
            82,637
            
            
            -
            
            
            -
            
            
            82,637Travel
                and accommodation
            
            
            33,270
            
            
            1,193
            
            
            (12,476
            )
            
            21,987
            
            
            -
            
            
            -
            
            
            21,987Other
            
            
            9,094
            
            
            -
            
            
            (8,869
            )
            
            225
            
            
            -
            
            
            -
            
            
            225*Administration
                fees (earned)*
            
            
            (84,947
            )
            
            -
            
            
            84,947
            
            
            -
            
            
            -
            
            
            -
            
            
            -1,318,786
            
            
            121,328
            
            
            (705,068
            )
            
            735,046
            
            
            355,414
            
            
            (80,993
            )
            
            1,009,467**BRITISH
                COLUMBIA****Axelgold
                and Thumb Peak**Acquisitionand
                option payments
            
            
            435,838
            
            
            -
            
            
            (435,838
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Exploration
                costsGeological
                and geochemical
            
            
            58,715
            
            
            601
            
            
            (59,316
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Drilling
            
            
            1,099
            
            
            151
            
            
            (1,250
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Travel
                and accommodation
            
            
            2,943
            
            
            -
            
            
            (2,943
            )
            
            -
            
            
            -
            
            
            -
            
            
            -*Administration
                fees (earned)*
            
            
            (63,860
            )
            
            -
            
            
            63,860
            
            
            -
            
            
            -
            
            
            -
            
            
            -434,735
            
            
            752
            
            
            (435,487
            )
            
            -
            
            
            -
            
            
            -
            
            
            -**NUNAVUT,
                BAFFIN ISLAND**Incognita
                Joint Venture PropertyAcquisitionand
                option payments
            
            
            84,048
            
            
            65,000
            
            
            (149,048
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Exploration
                costsGeological
                and geochemical
            
            
            87,097
            
            
            (66,677
            )
            
            (20,420
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Drilling
            
            
            32,758
            
            
            97,050
            
            
            (129,808
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Geophysical
            
            
            14,151
            
            
            -
            
            
            (14,151
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Travel
                and accommodation
            
            
            4,294
            
            
            8,000
            
            
            (12,294
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Other
            
            
            354
            
            
            22,178
            
            
            (22,532
            )
            
            -
            
            
            -
            
            
            -
            
            
            -*Administration
                fees (earned)*
            
            
            (197,608
            )
            
            -
            
            
            197,608
            
            
            -
            
            
            -
            
            
            -
            
            
            -25,094
            
            
            125,551
            
            
            (150,645
            )
            
            -
            
            
            -
            
            
            -
            
            
            -


*See
      accompanying notes to the consolidated financial
      statements*


-74-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Balance Sheets


*(Stated
      in Canadian Dollars)*





Balance
                December 31 2003
            
            Gross
                Expenditures 2004
            
            Write-off
                or Recovery 2004
            
            Balance
                December 31 2004
            
            Gross
                Expenditures 2005
            
            Write-off
                or Recovery 2005
            
            Balance
                December 31 2005**UNITED
                STATES OF AMERICA****ALASKA****Palmer
                Property**Acquisitionand
                option payments
            
            $
            908,389
            
            $
            136,566
            
            $
            -
            
            $
            1,044,955
            
            $
            105,480
            
            $
            (941,020
            )
            $
            209,415Exploration
                costsGeological
                and geochemical
            
            
            209,932
            
            
            161,300
            
            
            -
            
            
            371,232
            
            
            3,609
            
            
            -
            
            
            374,841Drilling
            
            
            682,215
            
            
            -
            
            
            -
            
            
            682,215
            
            
            -
            
            
            -
            
            
            682,215Travel
                and accommodation
            
            
            18,003
            
            
            -
            
            
            -
            
            
            18,003
            
            
            -
            
            
            -
            
            
            18,003Other
            
            
            18,013
            
            
            -
            
            
            -
            
            
            18,013
            
            
            -
            
            
            -
            
            
            18,013*Administration
                fees (earned)*
            
            
            (76,483
            )
            
            -
            
            
            -
            
            
            (76,483
            )
            
            -
            
            
            -
            
            
            (76,483
            )1,760,069
            
            
            297,866
            
            
            -
            
            
            2,057,935
            
            
            109,089
            
            
            (941,020
            )
            
            1,226,004**ARIZONA****Yuma
                King Property**Acquisitionand
                option payments
            
            
            -
            
            
            54,202
            
            
            -
            
            
            54,202
            
            
            6,340
            
            
            (60,542
            )
            
            -Exploration
                costsGeological
                and geochemical
            
            
            -
            
            
            16,484
            
            
            -
            
            
            16,484
            
            
            23
            
            
            (16,507
            )
            
            -Travel
                and accommodation
            
            
            -
            
            
            1,188
            
            
            -
            
            
            1,188
            
            
            210
            
            
            (1,398
            )
            
            --
            
            
            
            
            
            71,874
            
            
            -
            
            
            71,874
            
            
            6,573
            
            
            (78,447
            )
            
            -**NEVADA****Other
                Properties**Acquisitionand
                option payments
            
            
            369,783
            
            
            419,572
            
            
            (23,505
            )
            
            765,850
            
            
            140,110
            
            
            (614,317
            )
            
            291,643Exploration
                costsGeological
                and geochemical
            
            
            -
            
            
            118,794
            
            
            (11,233
            )
            
            107,561
            
            
            72,608
            
            
            (25,337
            )
            
            154,832369,783
            
            
            538,366
            
            
            (34,738
            )
            
            873,411
            
            
            212,718
            
            
            (639,654
            )
            
            446,475**Mineral
                Property Costs**
            
            $
            17,276,818
            
            $
            8,977,072
            
            $
            (6,438,396
            )
            $
            19,815,494
            
            $
            6,653,633
            
            $
            (3,507,483
            )
            $
            22,961,644





**Property
      Costs Written-off**


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





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


*See
      accompanying notes to the consolidated financial statements*




-75-


**RUBICON
        MINERALS CORPORATION**
 Notes
        to
        the Consolidated Financial Statements
 (Stated
        in Canadian Dollars)


**1.**  **NATURE
      AND CONTINUANCE OF OPERATIONS**





The
      Company is incorporated in British Columbia, Canada and is primarily involved
      in
      the acquisition and exploration of mineral property interests in Canada, in
      the
      United States and in the Democratic Republic of Congo. At the date of these
      financial statements, the Company has not been able to identify a known body
      of
      commercial grade ore on any of its properties and the ability of the Company
      to
      recover the costs it has incurred to date on these properties is dependent
      upon
      the Company being able to identify a commercial ore body, to finance its
      exploration and development costs and to resolve any environmental, regulatory,
      or other constraints which may hinder the successful development of the
      property.





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





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





**2.**  **PROPOSED
      RE-ORGANIZATION**





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





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of Accounting and Consolidation**





These
      consolidated financial statements are prepared in accordance with generally
      accepted accounting principles (“GAAP”) in Canada. As described in note 13,
      these principles differ in certain respects from principles and practices
      generally accepted in the United States (“US”) and requirements promulgated by
      the Securities and Exchange Commission. Summarized below are those policies
      considered particularly significant to the Company. References to the Company
      included herein are inclusive of the accounts of the parent company and its
      60.4%-owned subsidiary, Toquima Minerals Corporation (“Toquima”) .
      The
      investment in Africo Resources Ltd. is accounted for on the equity basis.





All
      intercompany balances have been eliminated.





**Use
      of Estimates**





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





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





**Cash
      and Cash Equivalents**


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


-76-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)*





**Investments**





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





**Equipment**





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





**Mineral
      Property Costs**





The
      Company records its interest in mineral properties at cost. Acquisition, option
      payments and direct exploration costs are deferred until the properties are
      placed into production, sold or abandoned, at which time these deferred costs
      will be amortized on a unit-of-production basis, charged to operations if sold,
      or written-off.





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





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





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





**Asset
      Retirement Obligations**





The
      fair
      value of a liability for an asset retirement obligation is recognized on an
      undiscounted cash flow basis when a reasonable estimate of the fair value of
      the
      obligation can be made. The asset retirement obligation is recorded as a
      liability with a corresponding increase to the carrying amount of the related
      long-lived asset. Subsequently, the asset retirement cost is allocated to
      expense using a systematic and rational method and is adjusted to reflect
      period-to-period changes in the liability resulting from the passage of time
      and
      from revisions to either expected payment dates or the amounts comprising the
      original estimate of the obligation. As at December 31, 2005, the Company does
      not have any asset retirement obligations.





**Foreign
      Currency Translation**





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





**Joint
      Ventures**





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


-77-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**3.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES** *(continued)*




**Financial
      Instruments and Financial Risk**





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




**Share
      Capital**





Common
      shares issued for non-monetary consideration are recorded at their fair market
      value based upon the lower of the trading price of the Company’s shares on the
      Toronto Stock Exchange on the date of the agreement to issue the shares or
      the
      date of share issuance. Flow-through shares are common shares which are issued
      under an agreement that, as provided for in the Canadian Income Tax Act, the
      Company transfers to the purchaser of the shares the benefits of the exploration
      expenditures that are financed by the proceeds of the share issue.





**Stock-based
      Compensation**





The
      Company follows the Recommendations of the Canadian Institute of Chartered
      Accountants (“CICA”) in connection with accounting for stock option-based
      compensation. The standard now requires that all stock option-based awards
      made
      to consultants and employees be recognized in these consolidated financial
      statements and measured using a fair value-based method.





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





**Income
      Taxes**





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





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





**Flow-through
      Shares**





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





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




**Loss
      per share**





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


-78-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**4.**  **RELATED
      PARTY TRANSACTIONS**





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





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





**5.**  **INVESTMENTS**





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





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





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





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





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





Changes
      in the investment are summarized as follows:





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




-79-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)




**6.**  **EQUIPMENT**




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





**7.**  **PROPERTY
      INTERESTS**





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





**CANADA**


**ONTARIO**


**RED
      LAKE MINING DIVISION**





**McFinley
      Gold Property**





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





**Water
      Claims Agreement (“Water Claims”)**





The
      Company optioned the Water Claims (25 licences of occupation and one mineral
      lease) in January 2002 from Dominion Goldfields Corporation (“DGC”) by agreeing
      to pay $800,000, issue 260,000 shares and complete US$1,300,000 of exploration
      prior to March 31, 2006. During 2004 the Company completed its acquisition
      of
      the Water Claims after meeting all the required payments and expenditures.
      The
      Water Claims are subject to a NSR royalty of 2%, for which advance royalties
      of
      US$50,000 are due annually (to a maximum of US$1,000,000 prior to commercial
      production).





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





**Land
      Claims Agreement (“Land Claims”)**





The
      Company purchased the Land Claims (16 patented claims) from DGC in July 2002
      for
      Cdn$500,000 and the issuance of 500,000 common shares. The Company also issued
      to the vendor 100,000 stock options (exercise price of $1.15 per common share,
      expiring July 2007). The Land Claims are subject to a sliding NSR royalty of
      2-3%, for which advance royalties of Cdn$75,000 are due annually (to a maximum
      of Cdn$1,500,000 prior to commercial production). The Company has the option
      to
      acquire a 0.5% NSR royalty for Cdn$1,000,000 at any time. Upon a positive
      production decision the Company would be required to make an additional advance
      royalty payment of Cdn$1,000,000, which would be deductible from commercial
      production royalties as well as certain of the maximum Cdn$1,500,000 in advance
      royalty payments described above.





**Other
      Red Lake Properties**





**Manitou
      Property**





During
      the year, the Company optioned the Manitou Property, consisting of 301
      unpatented mining claims located in the Harper Lake and Lower Manitou Lake
      Townships, Kenora Mining Division, Ontario. The Company has the right to acquire
      a 100% interest in the property by making payments of $210,000 ($15,000 paid)
      cash and 70,000 shares over three years.


-80-





**7.**  **PROPERTY
      INTERESTS** *(continued)*





**Option
      Agreement with Goldcorp Inc.**





During
      2003, the Company granted an option to Goldcorp Inc. (“Goldcorp”) to earn up to
      a 70% interest the Sidace Lake, Red Lake North and Adams Lake Properties,
      whereby Goldcorp must spend $5,000,000 in exploration expenditures. Goldcorp
      did
      not fulfill the expenditure requirement for 2005 and so the option terminated
      at
      December 31, 2005.





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





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





**DMC
      Properties**





**Meunier
      Property**





The
      Company has a 100% interest in 118 unpatented claims (222 units), which it
      acquired by spending $350,000 on exploration expenditures and making option
      payments of $75,000. The property is subject to NSR royalty of 2.5% on 38 claims
      (the Company can purchase a 1.5% NSR royalty for $1.5 million), a 2% NSR royalty
      on 54 claims (the Company can purchase a 1% NSR royalty for $1.0 million),
      and a
      1% NSR royalty on 27 claims. Annual advance royalty payments of $25,000 are
      due
      by April 15 th of each
      year.





**Red
      Lake West Property**





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





**Red
      Lake East Property**





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





**Option
      agreement with Agnico-Eagle Mines Ltd.**





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





**Slate
      Bay Property**





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





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





During
      2005, the Company optioned the property to King’s Bay whereby King’s Bay could
      earn a 51% interest in the property by spending $2.75 million in exploration
      costs, issuing 25,000, and $90,000 worth, of King Bay shares and paying $100,000
      cash. Subsequent to the year end, Kings Bay terminated the option. Refer to
      note
      14.




-81-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**7.**  **PROPERTY
      INTERESTS** *(continued)*




**Humlin
      Property**





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





**East
      Bay Property**





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





**Herbert
      Option**





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





**Seargeant
      Property**





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





**McCuaig
      JV Property**





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





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





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





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





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





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




-82-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**7.
      PROPERTY INTERESTS** *(continued)*





**English
      Royalty Division (“ERD”)**





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





Properties
      included in the ERD are not explored by the Company but are held for the purpose
      of earning option and royalty income and deriving potential increases in value
      from successful exploration by optionees. The Company continues to add
      properties to the ERD with new option agreements and drop properties that it
      is
      unable to option after reasonable efforts. At December 31, 2005, the ERD
      included 33 (2004 - 51) properties with option agreements.





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








**NEWFOUNDLAND**





**Golden
      Promise Trend Properties**





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





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





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





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





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





**Glenwood-Botwood
      Gold Trend**





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




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





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


-83-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**7.**  **PROPERTY
      INTERESTS** *(continued)*





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





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





**Avalon
      Gold Trend - Berg Property**





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





**Avalon
      Option Agreement with IAMGold Corporation (“IAMGOLD”)**





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





**New
      World Gold Trend**





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





**Star
      Track Gold Trend**





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





**Base
      Metal Properties**





**Point
      Leamington Property**





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





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





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





**Seal
      Bay Property**





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





**West
      Cleary Property**





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


-84-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





***7.***
            **PROPERTY
                INTERESTS***(continued)*





**Victoria
      Lake 10188M Property** ******





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





**Harpoon
      Property**





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





**UNITED
      STATES OF AMERICA**





**Alaska
      - Palmer Property**





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





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





**Nevada
      Properties**





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





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





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





Refer
      also to note 14(d).





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


-85-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**8.**  **SHARE
      CAPITAL**





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





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





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


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


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


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





b)  Stock
      Options





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





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





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


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


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





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





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




-86-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)




**8.**  **SHARE
      CAPITAL** *(continued)*





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





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





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





c)  Summary
      of stock options and warrants outstanding:





December
                31, 2005Type
                of Issue
            
            Number
              Outstanding
            
            Weighted
                Average
              Price
            
            Weighted
              Average
                Life$
            
            YearsStock
                Options
            
            100,000
            
            0.67
            
            4.67150,000
            
            0.74
            
            4.701,000,000
            
            0.83
            
            1.48225,000
            
            0.84
            
            1.55200,000
            
            0.86
            
            4.9620,000
            
            0.99
            
            1.48100,000
            
            1.15
            
            1.52200,000
            
            1.16
            
            1.4420,000
            
            1.17
            
            7.811,750,000
            
            1.18
            
            3.58370,000
            
            1.21
            
            4.00680,000
            
            1.48
            
            3.08Total
                Stock Options
            (1)
            4,815,000
            
            1.10
            
            3.00Warrants
                and Agent Options
            
            298,634
            
            1.40
            
            1.01(3)
            244,648
            
            0.693
            
            1.624,616,000
            
            0.85
            
            1.62Total
                Warrants and Agent Options
            (1)(2)
            5,159,282
            
            0.87
            
            1.59





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


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


(3)
            Agent
                compensation options include options for 244,648 units exercisable
                for
                $0.693 consisting of 1 share and 1⁄2 share purchase warrant with an expiry
                of 1.62 years from year end.





**9.**  **COMPARATIVE
      FIGURES**




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




-87-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)


**10.**  **COMMITMENTS**





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





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





c)
            The
                Company is required to make certain cash and share option payments
                and
                incur exploration costs to maintain its mineral properties in good
                standing (Note 7). These payments and costs are at the Company’s
                discretion and are based upon available financial resources and the
                exploration merits of the mineral properties which are evaluated
                on a
                periodic basis.








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





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





**12.**  **INCOME
      TAXES**





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





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





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





2005
            
            2004$
            
            $Future
                income tax assets:Net
                mineral property carrying amounts in excess of tax pools
            
            
            (7,782,757
            )
            
            (5,195,884
            )Equipment
                tax pool in excess of carrying value
            
            
            116,922
            
            
            99,510Non-capital
                loss carryforwards
            
            
            8,155,257
            
            
            5,365,934489,422
            
            
            269,560Valuation
                allowance
            
            
            (489,422
            )
            
            (269,560
            )Net
                future tax assets
            
            
            -
            
            
            -





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


years.
      The Company has not recognized any future benefit for these tax losses and
      resource deductions, as it is not considered likely that they will be
      utilized.




-88-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)




**PRINCIPLES
      (GAAP)**





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




December
                  312005
              
              
              2004
              
              
              2003a)
                  **Assets****Mineral
                  Property Costs**Mineral
                  property costs following Canadian GAAP
              
              
              
              $
              22,961,644
              
              $
              19,815,494
              )
              $
              17,276,818Less
                  balance of deferred mineral property costs
              
              
              
              
              (22,961,644
              )
              
              (19,815,494
              )
              
              (17,276,818
              )Mineral
                  property costs following US GAAP
              
              
              
              $
              -
              
              $
              -
              
              $
              -b)
                  **Operations**Net
                  loss following Canadian GAAP
              
              
              
              $
              (3,644,284
              )
              $
              (4,082,836
              )
              $
              (2,312,394
              )Mineral
                  property costs expensed under US GAAP
              
              
              
              
              (4,861,824
              )
              
              (4,251,820
              )
              
              (5,250,093
              )Mineral
                  property costs written-off under Canadian GAAP
              
              
              
              
              1,715,674
              
              
              1,713,144
              
              
              231,388Income
                  from sale of tax benefits under US GAAP
              
              
              
              
              140,000
              
              
              367,665
              
              
              480,000Future
                  income tax recovery under Canadian GAAP
              
              
              
              
              (1,043,943
              )
              
              -
              
              
              -Net
                  loss under US GAAP
              
              
              
              $
              (7,694,377
              )
              $
              (6,253847
              )
              $
              (6,851,099
              )c)
                  **Loss
                  Per Share**Loss
                  per share and diluted loss per share under U.S. GAAP
              
              
              
              $
              (0.11
              )
              $
              (0.12
              )
              $
              (0.16
              )d)
                  **Deficit**Closing
                  deficit following Canadian GAAP
              
              
              
              $
              (15,841,543
              )
              $
              (12,197,259
              )
              $
              (8,114,423
              )Adjustment
                  to deficit for accumulated costs expensed under US
                GAAP,
                  net of historical income and other items
              
              
              
              
              (22,859,486
              )
              
              (18,809,393
              )
              
              (16,638,382
              )Closing
                  deficit under US GAAP
              
              
              
              $
              (38,701,029
              )
              $
              (31,006,652
              )
              $
              (24,752,805
              )e)
                  **Cash
                  Flows - Operating Activities**Cash
                  applied to operations under Canadian GAAP
              
              
              
              $
              (3,274,434
              )
              $
              (1,528,118
              )
              $
              (2,401,289
              )Add
                  net loss following Canadian GAAP
              
              
              
              
              3,644,284
              
              
              4,082,836
              
              
              2,312,394Less
                  net loss following US GAAP
              
              
              
              
              (7,694,377
              )
              
              (6,253,847
              )
              
              (6,851,099
              )Less
                  write downs taken under Canadian GAAP
              
              
              
              
              (1,715,674
              )
              
              (1,713,144
              )
              
              (231,388
              )Add
                  non-cash property expenditures (recoveries) expensed under US
                  GAAP
              
              
              
              
              66,469
              
              
              (248,430
              )
              
              900,843Cash
                  applied to operations under US GAAP
              
              
              
              $
              (8,973,732
              )
              $
              (5,660,703
              )
              $
              (6,270,539
              )f)
                  **Cash
                  Flows - Investing Activities**Cash
                  applied to investments under Canadian GAAP
              
              
              
              $
              (9,714,134
              )
              $
              (10,145,750
              )
              $
              (8,887,248
              )Add
                  cash property costs expensed under US GAAP - net
              
              
              
              
              6,354,538
              
              
              8,599,220
              
              
              9,317,324Cash
                  applied to investments under US GAAP
              
              
              
              $
              (3,359,596
              )
              $
              (1,546,530
              )
              $
              430,076g)
                  **Cash
                  Flows - Financing Activities**Cash
                  received from financing activities under Canadian GAAP
              
              
              
              $
              8,857,223
              
              $
              7,313,6427,313,642
              ))
              $
              21,430,645Add
                  income tax recovery recorded as share issue costs under Canadian
                  GAAP
              
              
              
              
              1,043,943
              
              
              -
              
              
              -Less
                  exploration recoveries included in income under US GAAP
              
              
              
              
              (1,559,183
              )
              
              (4,098,970
              )
              
              (4,968,074
              )Less
                  premiums on flow-through share issuances included in income under
                  US
                  GAAP
              
              
              
              
              (140,000
              )
              
              (367,665
              )
              
              (480,000
              )Cash
                  received from financing activities under US GAAP
              
              
              
              $
              8,201,983
              
              $
              2,847,007
              
              $
              15,982,571




-89-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





13.  DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING


**PRINCIPLES
      (GAAP)** *(continued)*





**OTHER
      DIFFERENCES BETWEEN CANADIAN AND US GAAP**





**h)**  **Stockholders’
      Equity**





**i)**  **Accumulated
      Other Comprehensive Income**





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





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




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





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





**ii)**  **Flow-Through
      Shares**





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





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





Refer
      also to note 13(b).





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





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


-90-


**RUBICON
      MINERALS CORPORATION**


Notes
      to
      the Consolidated Financial Statements


(Stated
      in Canadian Dollars)





**13.**  **DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING**


**PRINCIPLES
      (GAAP)** *(continued)*





**OTHER
      DIFFERENCES BETWEEN CANADIAN AND US GAAP** *(continued)*





iii)  **Investments**





Under
      Canadian GAAP, no write-down to market values is required if an investment
      is
      considered by management to be held for the long-term, unless there has been
      an
      other-than-temporary decline in the value of that investment. Under US SFAS
      115,
      the investments held by the Company are considered to be “available for sale
      securities” and are required to be reported at fair value, with any unrealized
      holding gains and losses included in current Other Comprehensive Income, a
      component of Stockholder’s Equity.





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





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





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





**14.**  **SUBSEQUENT
      EVENTS**





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





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




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





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





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





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





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




-91-




**Item
      18. Financial Statements**




See
“Item
      17 - Financial Statements.”




**Item
      19. Exhibits**




**INDEX
      TO EXHIBITS**





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





**Exhibit
                  No.**
              **Description**
              ******Sequential
                  Page No.****Articles
                  of Incorporation and Bylaws**1.1
              Memorandum
                  of 515006 B.C. Ltd. dated February 20, 1996
              N/A(1)1.2
              Special
                  Resolution dated March 26, 1996 and Altered Memorandum
              N/A(1)1.3
              Articles
                  of the Company
              N/A(1)1.4
              Special
                  Resolution dated May 7, 1996 amending Articles of the Company
              N/A(1)**Voting
                  Trust Agreements**3.1
              Voting
                  Trust Agreement between the Company and Dominion Goldfields
                  Corporation
              N/A(4)**Material
                  Contracts - Properties****McFinley
                  Gold Project**4.1
              Agreement
                  made as of January 3, 2002, as accepted January 30, 2002 between
                  theCompany
                  and Dominion Goldfields Corporation in connection with the McFinley
                  Water
                  Claims
              N/A(4)4.2
              Agreement
                  made and accepted as of June 10, 2003 between the Company and Dominion
                  Goldfields Corporation in
                connection
                  with the McFinley Land Claims *
              N/A(4)** 
                  Confidential   portions  of  this  exhibit 
                  have  been  omitted  and  filed**separately with the Commission  pursuant to an application for
                  Confidential**Treatment under Rule 24b-2 promulgated under the Securities Exchange
                  Act
                  of**1934, as amended.***Red
                  Lake Joint Venture Properties*****AngloGold
                  Exploration, Development and Mining Venture Agreement***4.3
              Exploration,
                  Development and Mining Venture Agreement dated May 5, 2000between
                  AngloGold (Canada) Exploration Company and the Company
              N/A(1)4.4
              First
                  Amendment to Exploration, Development and Mining Venture Agreement
                  datedDecember
                  20, 2001 between AngloGold (Canada) Exploration Companyand
                  the Company
              N/A(3)
  -92-
 ***Meunier
                  Property, Ontario***4.5
              Agreement
                  made as of February 1, 1995 between Viridian Inc. (formerly Sherritt
                  Inc.
                  and now Agrium Inc.), Outokumpu
                Mines
                  Ltd. and David Meunier as clarified by letter agreement dated November
                  18,
                  1996 as accepted January 1, 1997
                and
                  November 21, 1996, respectively
              N/A(1)4.6
              Letter
                  Agreement dated January 29, 1996 between Rubicon Management Ltd.
                  (formerly
                  Rubicon Minerals Corporation) and
                David
                  Meunier whereby RML agreed to acquire a 100% interest in the property,
                  together with a copy of a letter dated
                May
                  17, 2000 between David Meunier and the Company amending the Agreement
                  to
                  include an NSR Schedule
              N/A(1)4.7
              Letter
                  dated March 25, 1997, from the Company to Agrium Inc. and Outokumpu
                  Mines
                  Ltd. regarding assignment
              N/A(1).4.8
              Amendment
                  to January 1996 Letter Agreement, dated May 17, 2000
              N/A(1)***Red
                  Lake West Property, Ontario******(formerly
                  known as the Post Narrows and Slate Bay
                  Properties)***4.9
              Letter
                  Agreement dated February 6, 1998 between the Company and Perry
                  English in
                  connection with the Post Narrows Property
              N/A(1)4.1
              Letter
                  Agreement dated February 7, 1998 between the Company and Perry
                  English in
                  connection with the Slate Bay Property
              N/A(1)4.11
              Amending
                  Agreement dated March 16, 1998 between the Company and Perry English
                  in
                  connection with the Post Narrows Property
              N/A(1)4.12
              Letter
                  Agreement dated August 7, 1998 between the Company and Perry English
                  merging the Post Narrows & Slate
                Bay
                  Properties into the Red Lake West Property
              N/A(1)***Humlin
                  West Property, Ontario***4.13
              Letter
                  Agreement dated February 7, 1998 between the Company and Perry
                  English in
                  connection with the Humlin West Property
              N/A(1)4.14
              Letter
                  Agreement dated October 21, 1998 between the Company and Perry
                  English,
                  which supersedes the Letter Agreement
                dated
                  February 7, 1998
              N/A(1)***Red
                  Lake East Property, Ontario***4.15
              Letter
                  Agreement dated February 11, 1999 between Perry English and the
                  Company
              N/A(1)***Coli
                  Lake Property, Ontario***4.16
              Letter
                  Agreement dated February 14, 2000 between the Company and Perry
                  English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)***Advance
                  Red Lake Property, Ontario***4.17
              Letter
                  Agreement dated June 27, 2000 between the Company and Tor Jensen,
                  Belle
                  Madsen, Christopher Proud and
                Wayne
                  Beach, whereby the Company may acquire a 100% interest in the property
              N/A(1)***MacKenzie
                  Property, Ontario***4.18
              Letter
                  Agreement dated February 14, 2000 between the Company and Perry
                  English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)
  -93-
 ***Slate
                  Bay English Option Property***4.19
              Letter
                  Agreement dated September 10, 2000, as accepted February 12, 2001
                  between
                  the Company and Perry English whereby t
                he
                  Company may obtain a 100% interest in the property
              N/A(2)**Other
                  Red Lake Properties*****Pipestone
                  North Property, Ontario***4.2
              Letter
                  Agreement dated August 12, 2000, between the Company and Perry
                  English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)4.21
              Amendment
                  to the Letter Agreement dated November 1, 2001
              N/A(3)***Pipestone
                  South Property, Ontario***4.22
              Letter
                  Agreement dated August 12, 2000 between the Company and Perry English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)4.23
              Amendment
                  to the Letter Agreement dated November 1, 2001
              N/A(3)***Pipestone
                  East Property, Ontario***4.24
              Letter
                  Agreement dated August 12, 2000 between the Company and Perry English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)4.25
              Amendment
                  to the Letter Agreement dated November 1, 2001
              N/A(3)***McCuaig
                  Property, Ontario***4.26
              Letter
                  Agreement dated December 15, 1997 between the Company and Golden
                  Tag
                  Resources Ltd.
              N/A(1)4.27
              Amendment
                  to Letter Agreement, dated September 19, 2000
              N/A(1)4.28
              Joint
                  Venture Agreement Between Golden Tag Resources Ltd. and the Company
                  dated
                  January 31, 2002
              N/A(3)***Hammell
                  Lake Property, Ontario***4.29
              Letter
                  Agreement dated June 27, 2000 between the Company and Perry English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)***Wolf
                  Bay Property, Ontario***4.3
              Letter
                  Agreement dated June 26, 2000 between the Company and Perry English
                  whereby the Company may acquire a
                100%
                  interest in the property
              N/A(1)4.31
              Amendment
                  to the Letter Agreement dated November 1, 2001
              N/A(3)***West
                  Red Lake Properties Agreement***4.32
              Letter
                  Agreement for West Red Lake Properties Between Redstar Resources
                  Corporation and the Company dated March 7, 2002
              N/A(3)
  -94-
 **Newfoundland
                  Properties*****Golden
                  Promise Property Agreement***4.33
              Letter
                  Agreement between William Mercer and the Company dated May 22,
                  2002, as
                  accepted on July 26, 2002.
              N/A(4)***StarTrack
                  Property Agreement***4.34
              Letter
                  Agreement Between Robert Stares & Alexander Stares and the Company on
                  the Stares Property dated November 9, 2001,
                as
                  accepted on November 13, 2001
              N/A(3)***Lewis
                  “A” Property Agreement***4.35
              Letter
                  Agreement Between Black Bart Prospecting Inc. and the Company on
                  the Lewis
                  “A” Property dated December 24, 2001, a
                s
                  accepted February 7, 2002
              N/A(3)***NST
                  Gold Property Agreement***4.36
              Letter
                  Agreement Between Stephen Stares & James Crocker and the Company on
                  the NST Property dated December 20, 2001,
                as
                  accepted February 7, 2002
              N/A(3)***Lewis
                  “B” Property Agreement***4.37
              Letter
                  Agreement Between Gary E. Lewis (Representing Gary E. Lewis, BBP,
                  Black
                  Bart Prospecting Inc. & Black Bart Prospecting)
                &
                  Cyril Reid & Paul Chafe and the Company on the Lewis “B” Property
                  dated December 24, 2001, as accepted February 7, 2002
              N/A(3)***NST
                  English Property Agreement***4.38
              Letter
                  Agreement Between Perry English and the Company on the NST English
                  Property dated January 31, 2002,
                as
                  accepted February 15, 2002
              N/A(3)***Christopher
                  Property Agreement***4.39
              Option
                  Agreement Between Bill Mercer and the Company on the Christopher
                  Property
                  dated February 28, 2002,
                as
                  accepted March 8, 2002
              N/A(3)***Point
                  Leamington Property, Newfoundland******Acquisition
                  Agreements***4.40
              Letter
                  Agreement dated August 26, 1998 between Noranda Mining & Exploration
                  Inc. and the Company
              N/A(1)4.41
              Letter
                  Agreement dated May 12, 1999 between the Company and LATelco International
                  Inc. with respect to the offer
                to
                  purchase the particular 2.5% undivided participating interest of
                  LATelco
                  in the Point Leamington Property
              N/A(1)4.42
              Letter
                  Agreement dated May 14, 1999 between the Company and Noranda Inc.
                  with
                  respect to confirmation and
                documentation
                  of the formal Agreement with respect to a 75% interest in the Point
                  Leamington Property
              N/A(1)4.43
              Letter
                  Agreement dated May 14, 1999 between the Company and MFC Bancorp
                  Ltd. with
                  respect to terms of the
                agreement
                  to purchase a 22.5% beneficial interest in the Point Leamington
                  Property
              N/A(1)***Seal
                  Bay Property***4.44
              Letter
                  Agreement dated July 10, 2001 between the Company and Falconbridge
                  Ltd.
                  whereby the Company was granted
                until
                  July 15, 2002 to incur exploration expenditures of $700,000 and
                  thereby
                  earn a 65% interest in the property
              N/A(2)
  -95-
 ***Palmer
                  Property, Alaska***4.45
              Mineral
                  Lease Agreement dated December 19, 1997 among Alyu, Haines, Rubicon
                  USA
                  and the Company
              N/A(1)4.46
              Amendment
                  to the Mineral Lease Agreement of December 19, 1997, dated August
                  21,
                  2000
              N/A(1)**Other
                  Material Contracts*****Employment
                  Agreements***4.47
              Employment
                  Agreement with senior executive David W. Adamson dated January
                  1,
                  2002
              N/A(3)4.48
              Employment
                  Agreement with senior executive J. Garfield MacVeigh dated August
                  1,
                  1996
              N/A(1)4.49
              Employment
                  Agreement with senior executive Peter G. Wong dated December 1,
                  2003
              N/A(6)***Vancouver
                  Stock Exchange Listing Agreement***4.50.
              Listing
                  Agreement dated May 15, 1997 between the Company, Montreal Trust
                  Company
                  of Canada, and
                Vancouver
                  Stock Exchange
              N/A(1)***Indemnity
                  Agreements***4.51
              Indemnity
                  Agreement dated April 1, 1997 between the Company and J. Garfield
                  MacVeigh
              N/A(1).*Director
                  and Employee Stock Options – November 22, 1999*4.52
              Directors’
                  Stock Option Agreement dated November 22, 1999 between the Company
                  and J.
                  Garfield MacVeigh
              N/A(1)Directors’
                  Stock Option Agreement dated November 22, 1999 between the Company
                  and
                  Craig J. Nelsen
              N/A(1)4.53
              Employee
                  Stock Option Agreement dated November 22, 1999 between the Company
                  and Liz
                  Monger
              N/A(1)***Director
                  Stock Option Amendment – March 22, 2000***4.54
              Amendment
                  to Stock Option Agreement of Craig J. Nelsen, dated March 22,
                  2000
              N/A(1)***Director
                  and Employee Stock Options – April 12, 2001***4.55
              Employee
                  Stock Option Agreement dated April 12, 2001 between the Company
                  and
                  Elizabeth Monger
              N/A(3)4.56
              Employee
                  Stock Option Agreement dated April 12, 2001 between the Company
                  and Ian
                  Russell
              N/A(3)4.57
              Employee
                  Stock Option Agreement dated April 12, 2001 between the Company
                  and
                  Elizabeth Mazerolle
              N/A(3)4.58
              Director
                  Stock Option Agreement dated April 12, 2001 between the Company
                  and David
                  Reid
              N/A(3)***Director
                  and Employee Stock Options – May 9, 2001***4.59
              Employee
                  Stock Option Agreement dated May 9, 2001 between the Company and
                  Bill
                  Cavalluzzo
              N/A(3)
  -96-
 4.60
              Director
                  Stock Option Agreement dated May 9, 2001 between the Company and
                  David
                  Adamson
              N/A(3)4.61
              Director
                  Stock Option Agreement dated May 9, 2001 between the Company and
                  Michael
                  Gray
              N/A(3)4.62
              Director
                  Stock Option Agreement dated May 9, 2001 between the Company and
                  J.
                  Garfield MacVeigh
              N/A(3)***Employee
                  Stock Options – November 29, 2001***4.63
              Employee
                  Stock Option Agreement dated November 29, 2001 between the Company
                  and Ian
                  Russell
              N/A(3)4.64
              Employee
                  Stock Option Agreement dated November 29, 2001 between the Company
                  and
                  Darwin Green
              N/A(3)***Employee
                  Stock Options – December 20, 2001***4.65
              Employee
                  Stock Option Agreement dated December 20, 2001 between the Company
                  and
                  Bill Cavalluzzo
              N/A(3)***Employee
                  Stock Options – April 16, 2002***4.66
              Employee
                  Stock Option Agreement dated April 16, 2002 between the Company
                  and
                  Samantha Stevens
              N/A(3)***Director
                  and Significant Employee Stock Options – August 8,
                  2002***4.67
              Director
                  Stock Option Agreement* dated August 8, 2002 between the Company
                  and David
                  W. Adamson
              N/A(4)*
                  Same Option Agreement (terms and number of options) was used for
                  the other
                  four directors of the Company –
                Michael
                  J. Gray, J. Garfield MacVeigh, Douglas B. Forster and David R.
                  Reid4.68
              Director
                  Stock Option Agreement dated August 8, 2002 between the Company
                  and
                  William Cavalluzzo
              N/A(4)***Consulting
                  Services Contract***4.69
              Financial
                  and Advisor Services Agreement dated April 7, 2003 between Roman
                  Friedrich
                  and Company Ltd.
                and
                  the Company
              N/A(4)***Shareholder
                  Rights Plan***4.7
              Shareholder
                  Rights Plan dated February 11, 2002 and approved by the Company’s
                  Shareholders at is 2002
                Annual
                  General Meeting on June 6, 2002
              N/A(4).***Stock
                  Option Plan***4.71
              Stock
                  Option Plan dated May 6, 2003 and approved by the Company’s Shareholders
                  at its 2003 Annual
                General
                  Meeting on June 12, 2003
              N/A(4)***English
                  Royalty Acquisition***4.72
              Agreement
                  Letter between the Company and Perry English dated January 23,
                  2002
              N/A(5)4.73
              Exhibit
                  A to the Agreement Letter between the Company and Perry English
                  dated
  -97-
 N/A(4)4.74
              Employment
                  Agreement with senior executive Robert G. Lewis dated September
                  12,
                  2005
              99***Subsidiaries***8.1
              List
                  of Subsidiaries
              104***Additional
                  Documents***10.1
              Consent
                  of DeVisser & Company, Chartered Accountants(1)
              N/A10.2
              Technical
                  Report on the “Exploration Activities of Rubicon Minerals
                  Corporationon
                  the McFinley Property, Red Lake, Ontario During the Period May
                  2003
                  toMarch
                  2004”
              N/A(5)10.3
              Technical
                  Report on the “Golden Promise Property, Badger and Grand Falls
                  Area,NTS
                  12A/16 and 02D/13, Newfoundland and Labrador”, dated January 6,
                  2006
              N/A(7)10.4
              Technical
                  Report on the “JBP Linear Property, Gander and Gander River
                  Areas,NTS
                  2D/15 and 2E/02”, dated December 9, 2005
              N/A(7)10.5
              Technical
                  Report on the “Exploration Activities of Rubicon Minerals
                  Corporationon
                  the McFinley Property, Red Lake Ontario for the period January
                  2005
                  toJune
                  2005” and dated December 9, 2005
              N/A(8)13.1
              906
                  Certification
              105***Audit
                  Committee Charter***16.1
              Audit
                  Committee Charter
              N/A(6)







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





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





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





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





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





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





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





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





SIGNATURES




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




RUBICON
      MINERALS CORPORATION




(Registrant)




*/s/
      Robert G. Lewis*


Robert
      G.
      Lewis, CFO


Date:
      March 31, 2006


-98-


**EXHIBIT
      4.74**





**Employment
      Contract - Robert G. Lewis**





**EMPLOYMENT
      AGREEMENT**





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


**BETWEEN:**


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





("Rubicon")








**AND:**


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





("Lewis")








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





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





**Position**





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





**Term**





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





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





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





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





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





**Duties**





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





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





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


-99-


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





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





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





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








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





**Remuneration**





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





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





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





**Stock
      Option**





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





**Expenses**





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





**Benefits**





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





**Vacation**





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





**Termination
      Prior to Expiration of Term**


-100-





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





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





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





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





(d)  at
      any
      time during the Term:





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





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





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





**Confidential
      Information**





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





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





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





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





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





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





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


-101-





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





**Significant
      Change**





22.   In
      the
      event of:





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





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





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





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





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





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





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





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




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





**Notice**





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





**Assignment**





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





**Successors
      and Assigns**





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





**Entire
      Agreement**





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





**Arbitration**





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


-102-


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





**Governing
      Law**





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





**Time**




29.  
        ime is of the essence of this Agreement.




**Execution
      in Counterparts**





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





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








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








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




-103-


**EXHIBIT
      8.1**





**List
      of Subsidiaries**








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





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




-104-





**EXHIBIT
      13.1**







**CERTIFICATION**






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






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






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






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






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






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






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






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






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






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






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






Date:
      _ March
      31, 2006 __________




/s/David
      W. Adamson


David
      W.
      Adamson


President,
      Chief Executive Officer


and
      Director




-105-




**CERTIFICATION**






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




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




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




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




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




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




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




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




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




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




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




Date:
      _ March
      31, 2006 __________




/s/
      Robert G. Lewis


Robert
      G.
      Lewis


Chief
      Financial Officer





-106-




CERTIFICATION
      PURSUANT TO


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


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002








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





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





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








Dated:
      March 31, 2006





/s/David
      W. Adamson


David
      W.
      Adamson


Chief
      Executive Officer




-107-


CERTIFICATION
      PURSUANT TO


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


SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002








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





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





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








Dated:
      March 31, 2006





/s/Robert
      G. Lewis


Robert
      G.
      Lewis


Chief
      Financial Officer