---

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 20-F

(Mark One)

| | REGISTRATION STATEMENT PURSUANT
    TO SECTION 12(b) OR (g) OF THE     
| | -----------------------------------------------------------------------
| | SECURITIES EXCHANGE ACT OF 1934                                        
| |                                                                        
| | ANNUAL REPORT PURSUANT TO SECTION
    13 OR 15(d) OF THE SECURITIES    
| | EXCHANGE ACT OF 1934                                                   
| | For the fiscal year ended December 31, 2004                            
| |                                                                        
| | TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
| | EXCHANGE ACT OF 1934                                                   
| | For the transition period
    from_____________ to _________________   

Commission file number 0-13066

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

BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)

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

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

Title
      of each class
      Name
      of each exchange on which registered______________________
      American Stock Exchange


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

_______________________________________________
(Title of Class)

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

- 1 -

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None (Title of Class)

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.

Yes       
 No

Indicate by check mark which financial statement item the
registrant has elected to follow.

Item 17              
 Item 18



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TABLE OF CONTENTS

|                                                                   |                                                             |   
|------------------------------------------------------------------ | ----------------------------------------------------------- | --
|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                                     | 11
|B                                                                  | Capitalization and Indebtedness                             | 13
|C                                                                  | Reasons for the Offer and Use of Proceeds                   | 13
|D                                                                  | Risk Factors                                                | 13
|                                                                   |                                                             |   
|Item 4 - Information on the
    Company                            | 19                                                         
|                                                                   |                                                             |   
|A                                                                  | History and Development of the Company                      | 19
|B                                                                  | Business Overview                                           | 20
|C                                                                  | Organizational Structure                                    | 33
|D                                                                  | Property, Plants and Equipment                              | 33
|                                                                   |                                                             |   
|Item 5 - Operating and
    Financial Review and Prospects          | 33                                                         
|                                                                   |                                                             |   
|A                                                                  | Operating Results                                           | 35
|B                                                                  | Liquidity and Capital Resources                             | 37
|C                                                                  | Research and Development, Patents and
    Licenses, etc     | 37
|D                                                                  | Trend Information                                           | 37
|D                                                                  | Off Balance Sheet Arrangements                              | 38
|                                                                   |                                                             |   
|Item 6. - Directors, Senior
    Management and Employees           | 38                                                         
|                                                                   |                                                             |   
|A                                                                  | Directors and Senior Management                             | 38
|B                                                                  | Compensation                                                | 40
|C                                                                  | Board Practices                                             | 43
|D                                                                  | Employees                                                   | 45
|E                                                                  | Share Ownership                                             | 45
|                                                                   |                                                             |   
|Item 7 - Major Shareholders
    and Related Party Transactions     | 46                                                         
|                                                                   |                                                             |   
|A                                                                  | Major Shareholders                                          | 46
|B                                                                  | Related Party Transactions                                  | 47
|C                                                                  | Interests of Experts and Counsel                            | 47
|                                                                   |                                                             |   
|Item 8 - Financial Information                                     | 48                                                         
|                                                                   |                                                             |   
|A                                                                  | Consolidated Statements and Other
    Financial Information | 48
|B                                                                  | Significant Changes                                         | 48
|                                                                   |                                                             |   
|                                                                   |                                                             |   
|Item 9 - The Offer and Listing                                     | 49                                                         

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|                                                                                           |                                                                            |   
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------- | --
|A                                                                                          | Offer and Listing Details                                                  | 49
|C                                                                                          | Markets                                                                    | 50
|                                                                                           |                                                                            |   
|Item 10 - Additional
    Information                                                       | 50                                                                        
|                                                                                           |                                                                            |   
|A                                                                                          | Share Capital                                                              | 50
|B                                                                                          | Memorandum and Articles of Association                                     | 50
|C                                                                                          | Material Contracts                                                         | 50
|D                                                                                          | Exchange Controls                                                          | 50
|E                                                                                          | Taxation                                                                   | 52
|F                                                                                          | Dividends and Paying Agents                                                | 59
|G                                                                                          | Statement by Experts                                                       | 59
|H                                                                                          | Documents on Display                                                       | 59
|I                                                                                          | Subsidiary Information                                                     | 59
|                                                                                           |                                                                            |   
|Item 11 - Quantitative and
    Qualitative Disclosures About Market Risk                   | 59                                                                        
|                                                                                           |                                                                            |   
|Item 12 - Description of
    Securities Other than Equity Securities                       | 60                                                                        
|                                                                                           |                                                                            |   
|Item 13 - Defaults, Dividend
    Arrearages and Delinquencies                              | 61                                                                        
|                                                                                           |                                                                            |   
|Item 14 - Material
    Modifications to the Rights of Security Holders and Use of Proceeds | 61                                                                        
|                                                                                           |                                                                            |   
|Item 15 - Controls and
    Procedures                                                      | 61                                                                        
|                                                                                           |                                                                            |   
|Item 16                                                                                    |                                                                            | 61
|A.                                                                                         | Audit Committee Financial Expert                                           | 61
|B.                                                                                         | Code of Ethics                                                             | 62
|C.                                                                                         | Principal Accounting Fees and Services                                     | 62
|D.                                                                                         | Exemption from the Listing Standards for
    Audit Committees              | 62
|E.                                                                                         | Purchases of Equity Securities by the
    Issuer and Affiliated Purchasers | 63
|                                                                                           |                                                                            |   
|Item 17 - Financial Statements                                                             | 64                                                                        
|                                                                                           |                                                                            |   
|Item 18 - Financial Statements                                                             | 90                                                                        
|                                                                                           |                                                                            |   
|Item 19 - Exhibits                                                                         | 91                                                                        
|                                                                                           |                                                                            |   
|CERTIFICATIONS                                                                             | 108                                                                       

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GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Corporate Terms

"Company"

"Company Act" means the Company Act
(British Columbia);

"Form" means this Form 20-F Annual Report;

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

"RML" means Rubicon Management Ltd.;

"Rubicon USA"means Rubicon Minerals USA Inc.;

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



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Geological Terms

"Ag" - silver;

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

"Archean" - geological ages older than 2.4 billion years;

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

"Au" - gold;

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

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

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

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

"Cu" - copper;

"disseminated"- mineralization scattered through a volume of
host rock;

"EM" - electromagnetic (a type of geophysical survey);

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

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

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

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

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

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

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

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

"interflow" - rocks that occur between flows;

- 6 -

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

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

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

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

"magnetite" - an oxide or iron, formula Fe3O4;

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

"Mineral Resource

"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 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;

- 7 -

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

"pyrrhotite"- an iron bearing sulphide mineral
having the chemical formula Fe1-xS;

"quartz-carbonate"- a mineral
containing the carbonyl ion CO-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 -

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Conversion TableMetric
      
      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 -

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FORWARD-LOOKING STATEMENTS

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

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

- 

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 -

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PART I
Item 1. Identity of Directors, Senior Management and
Advisers
A. Directors and Senior Management
Not required when filing Form 20-F as an
annual report.

B. Advisers

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

C. Auditors

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

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The selected financial data of the Company for the fiscal
years ended December 31, 2004, 2003, 2002 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 -

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Summary of Financial Data (in Canadian dollars)

|                            | 2004          | 2003          | 2002          | 2001          | 2000        
|--------------------------- | ------------- | ------------- | ------------- | ------------- | ------------
|                            | (audited)     | (audited)     | (audited)     | (audited)     | (audited)   
|                            | Cdn$          | Cdn$          | Cdn$          | Cdn$          | Cdn$        
|                            |               |               |               |               |             
|Interest and Misc. income   | $150,018      | $153,910      | $74,162       | $23,813       | $20,688     
|                            |               |               |               |               |             
|Gain on sale of investments | $694,769      | $19,703       | -             | -             | -           
|                            |               |               |               |               |             
|General and Administrative  | $5,110,877(1) | $2,438,995(2) | $1,176,274(3) | $2,794,403(4) | $381,242(5) 
|Expenses                    |               |               |               |               |             
|                            |               |               |               |               |             
|Net Loss                    | ($4,082,836)  | ($2,312,294)  | ($1,102,112)  | ($2,770,590)  | ($451,364)  
|                            |               |               |               |               |             
|Working Capital             | $6,372,384    | $11,545,577   | $795,947      | $1,002,023    | $1,079,388  
|                            |               |               |               |               |             
|Deferred Property Costs     | $19,815,494   | $17,276,818   | $12,258,113   | $5,532,393    | $7,277,812  
|                            |               |               |               |               |             
|Net Assets                  | $28,947,925   | $28,550,737   | $13,133,133   | $6,582,050    | $8,414,133  
|                            |               |               |               |               |             
|Total Assets                | $30,319,662   | $29,963,297   | $13,687,005   | $6,716,375    | $8,560,938  
|                            |               |               |               |               |             
|Long Term Liabilities (non  | $474,340      | $682,594      | Nil           | Nil           | Nil         
|controlling interest)       |               |               |               |               |             
|                            |               |               |               |               |             
|Share Capital               | $39,184,721   | $35,911,629   | $18,737,677   | $11,281,967   | $10,030,775 
|                            |               |               |               |               |             
|Contributed Surplus         | $1,960,463    | $753,531      | $197,485      | Nil           | Nil         
|                            |               |               |               |               |             
|Deficit                     | ($12,197,259) | ($8,114,423)  | ($5,802,029)  | ($4,699,917)  | ($1,929,327)
|                            |               |               |               |               |             
|Number of Common Shares     | 55,006,031    | 52,184,631    | 34,032,251    | 23,398,867    | 19,508,509  
|Outstanding                 |               |               |               |               |             
|                            |               |               |               |               |             
|Dividends Declared per      | Nil           | Nil           | Nil           | Nil           | Nil         
|Share                       |               |               |               |               |             
|                            |               |               |               |               |             
|Loss per Share              | ($0.07)       | ($0.05)       | ($0.04)       | ($0.14)       | ($0.03)     

Notes: (1)$1,928,106 attributed to partial and full property write-offs (2) $432,915 attributed to partial and full property write-offs (3) $171,358 attributed to partial and full property write-offs (4) $2,401,336 attributed to partial and full property write-offs (5) $90,810 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.

|                   | 2004      | 2003      | 2002      | 2001      | 2000     
|------------------ | --------- | --------- | --------- | --------- | ---------
|                   | (audited) | (audited) | (audited) | (audited) | (audited)
|                   |           |           |           |           |          
|                   | Cdn$      | Cdn$      | Cdn$      | Cdn$      | Cdn$     
|Operating Revenues | Nil       | Nil       | Nil       | Nil       | Nil      

- 12 -

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|                     |              |              |              |              |           
|-------------------- | ------------ | ------------ | ------------ | ------------ | ----------
|Loss from Operations | ($6,253,847) | ($6,851,099) | ($7,827,832) | ($1,333,672) | ($882,634)
|                     |              |              |              |              |           
|Total Assets         | $10,301,681  | $12,722,657  | $1,428,579   | $1,184,482   | $1,278,525
|                     |              |              |              |              |           
|Net Assets           | $8,929,944   | $11,310,097  | $874,707     | $1,050,157   | $1,136,321
|                     |              |              |              |              |           
|Net Loss per Share   | ($0.12)      | ($0.16)      | ($0.25)      | ($0.07)      | ($0.05)   
|                     |              |              |              |              |           
|Number of Common     | 55,006,031   | 52,184,631   | 34,032,251   | 23,398,867   | 19,508,509
|Shares Outstanding   |              |              |              |              |           

Notes: 
(1) Excluding long term debt and redeemable preferred stock.

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.$)

|            |        |        |        |        |       
|----------- | ------ | ------ | ------ | ------ | ------
|            | 2004   | 2003   | 2002   | 2001   | 2000  
|Average for |        |        |        |        |       
|Period      | 0.7696 | 0.7136 | 0.6369 | 0.6458 | 0.6725
|            |        |        |        |        |       

Average Exchange Rates (Canadian $ to U.S.$) for Preceding 6 Month Period

|         | 2005     | 2004   
|-------- | -------- | -------
|         |          |        
|         | February | January
|High for |          |        
|Period   | 0.8134   | 0.8346 
|         |          |        
|Low for  |          |        
|Period   | 0.7961   | 0.8050 

The information set forth in this Form is as at March 29,
2005 unless an earlier or later date is indicated. On March 29, 2005, 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$0.8241).

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.

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

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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.

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 by acquire 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

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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, 2004, the Company had cash and cash
equivalents of approximately $6.9 million. Working capital at December 31, 2004
was $6.4 million. In 2005, as at March 29, 2005, the Company raised an
additional $2.0 million from a flow-through financing, 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 $8.8 million in exploration and assessment
costs and administrative and other expenditures during the year ending December
31, 2005. 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 60% 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. 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.

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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.

British Columbia

Legislation and regulations implemented by the Ministry of
Energy and Mines directly affect the mining industry in the Province of British
Columbia where the Company holds some of its mineral claims. Any individual
planning to enter onto private or Crown land for the purpose of staking a claim
must hold a valid Free Miner Certificate.

Work which involves mechanized activities such as drilling,
trenching, heavy mineral studies, 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 a Notice of Work and
Reclamation Program has been provided to the District Inspector of Mines and a
permit issued, on such terms and conditions deemed necessary and prescribed by
the Minister. In some instances a permit is required to carry out certain
airborne geophysical surveys. Reclamation for any surface disturbance is
required.

The Acts and Regulations which guide exploration activity in
British Columbia are: the Mineral Tenure Act, the Mines Act, the Forest Act,
Health Safety and Reclamation Code for Mines in British Columbia, Waste
Management Act and Regulations, Public Health Act, the Mineral Exploration Code
and the Provincial Fire Code.

Nunavut

Legislation and regulations implemented by the Department of Indian and
Northern Affairs directly affect the mining industry in the Nunavut Territory
where the Company holds some of its mineral claims.

The Territorial Lands Act governs the disposition and
administration of Federal Territorial Crown Lands in Nunavut, including mineral
rights and access. The Commissioner's Land Act governs surface access and
disposition to Commissioner's Lands. The Canada Mining Regulations dispose of
subsurface rights regulate mineral exploration licensing and mining rights. The
Territorial Land Use Regulations govern temporary use of surface such as for
trail construction, fuel storage use and camp facilities for temporary
exploration activity on Crown lands (where no surface rights have been granted).
The Territorial Land Regulations disposed of surface rights where permanent
structures and long term occupation of the land is requested.

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Exploration carried out prior to mineral rights acquisition, including
airborne geophysics, geochemical surveys, and geological surveys, may be carried
out under a Prospector's License required under the Canadian Mining Regulations.

The Acts and regulations which guide exploration activity in
Nunavut are: the Territorial Lands Act, Territorial Land Use Regulations, Canada
Mining Regulations, Commissioner's Land Act, Forest Protection Act, Mines Health
and Safety Act and Regulations (Nunavut), Fire Protection Act (Nunavut), Labour
Standards Act (Nunavut), Labour Standards Regulations (Nunavut), Public Health
Act (Nunavut), and Land Use Guidelines - Mineral Exploration.

International Risks

Mineral rights and interests of the Company's subsidiary 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.

The Company's subsidiary 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 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, the Company's subsidiary 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.

Inuit Lands and Other Aboriginal Rights

The Incognita Joint Venture Property lies within the
territory of Nunavut, and approximately 50% of the Incognita Joint Venture
Property consists of lands in which the surface rights are owned by the Inuit.
No part of the property is underlain by Inuit (subsurface) mineral rights lands.
On April 1, 1999, the area came under the jurisdiction of the Inuit government
of the new Nunavut Territory. The Company has received Inuit Land Use Licences
limited to exploration activities and is required to interface with the Inuit
community by hiring Inuit for exploration programs and by ensuring that the
Company is carrying out its exploration programs in a manner consistent with the
Licences.

Aboriginal rights may be claimed on Crown properties or other
types of tenure with respect to which mining rights have been conferred. There
are numerous aboriginal peoples other than the Inuit throughout Canada. The
Company is aware of the mutual benefits afforded by co-operative relationships
with indigenous people in conducting exploration activity and is supportive of
measures established to achieve such co-operation.

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; Michael J. Gray, Vice-President - Exploration and
Secretary; Peter G. Wong, 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, Gray, Wong 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

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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 six 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.

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 $4,082,836, $2,312,394 and
$1,102,112 in the years ended December 31, 2004, 2003 and 2002, 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 2005 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, 2004, the Company's deficit was
$12,197,259.

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 $1.73 to a low of $1.13 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, 2004 and March 25, 2005, there were
respectively 3,486,625 (average exercise price of $1.11 per share) and 4,876,000
stock options (average exercise price of $1.16 per share) and 8,692,402 (average
exercise price of $1.23 per share)and 6,037,829 warrants (average exercise price
of $1.23 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 7 and 13.

Risk Associated with the Issuance of Flow-Through Shares

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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.

Item 4. Information on the Company

A. History and Development of the Company

The Company was incorporated on March 6, 1996, under the
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.

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, 2004, the
Company has raised approximately $36 million from equity financings, exercises
of warrants and stock options. The Company had incurred approximately $25
million (including value of shares issued) in acquisition and exploration cost
and $3 million in investments in shares of other exploration and development
companies.

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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, 2004, the Company
owned 60.4% of Toquima which holds gold exploration properties in the State of
Nevada.

During 2004, the Company acquired 60% of Africo Resources
Ltd. ("Africo") and resold part of that investment. Africo holds an option to
acquire a 75% interest in a copper-cobalt resource in the Democratic Republic of
Congo. As at December 31, 2004, the Company held a 35.6% interest in Africo.

B. Business Overview

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% (pre initial public offering) 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 35.6% 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 deferred 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

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

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

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

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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 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.

2004 Highlights

The Company spent $2.2 million on its McFinley property during
the fiscal year ended December 31, 2004.

During the first quarter of 2004, the Company
discovered a new high grade gold zone at its 100% owned McFinley Gold Project,
named the Phoenix Zone. Drilling results included mineralized zones up to 13
metres thick including 15.5 g/t gold over 4.8 metres. The Company reached the
minimum cumulative exploration expenditures as well as meeting all other
property option terms which allowed the Company to exercise its option to
purchase a 100% interest in the McFinley property. The Company is still required
to pay annual advance royalty payments to the vendor (see Item 17 - Financial
Statements - Note 6).

During the quarter ended September 30, 2004, the Company
announced additional high grade intercepts from additional drilling in the
Phoenix zone. A short summary of significant intersections includes:

- 

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The Company resumed exploration drilling in January 2005 and
plans to spend approximately $3 million in exploration on the McFinley project
during 2005 to expand 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.

On March 08, 2005, the Company announced initial results from
the latest round of exploration drilling. Multiple new gold zones were
intersected over a strike length of 150 metres. Gold occurs within thick (10 to
15 metres) heavily altered and veined basalts close to the contact of a major
ultramafic body which, elsewhere in the camp, is a prime location for gold
mineralization. Individual zones can be traced for 25 to 100 metres. Examples
include 17.24 g/t Au over 2.15 metres, and 37.17 g/t over 1.20 metres.

Recent drilling has intersected a complex 20 to 30 metre
thick carbonate (ankerite) replacement zone ("CARZ") containing numerous
colloform banded 'snowbank' veins up to 5 metres thick. These are variably silified and mineralized over thicknesses of 1.0 to 9.5 metres with fine grained
needle arsenopyrite, plus accessory sulphides. Visible gold has been observed in
one location with the CARZ. The newly discovered zone has been traced over a 120
metre strike length and 60 metres down dip and remains open. As of the date of
this report, assays from this zone and adjacent, heavily altered and mineralized
basalts were pending and drilling exploration was on-going.

McFinley Property 43-101F1 Technical Summary

The following is an excerpt from the Technical Report on Form 43-101F1, "An
Update on Exploration Activities of the Company on the McFinley Property, Red
Lake, Ontario, For the Period April 2004 to December, 2004, prepared by Darwin
Green, 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 kilometers 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 acquired a 100% interest in the McFinley Property
through two separate option agreements made during 2002. The water claims
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 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

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

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

- 



The Company is undertaking an aggressive and ongoing
exploration program on the McFinley Property. Exploration during the period
2002-2004 has included approximately 75,000 square feet of trenching and
stripping, geological mapping, relogging of selected historic holes, 28,052
meters of surface diamond drilling, airborne geophysics, ground magnetometer and
seismic surveys, and much re-evaluation of previous information. The Property
has been reevaluated 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
with high exploration potential and limited historic work.

A total of 124 diamond drill holes have been completed on the Property by the
Company during the five phases of diamond drilling:

- 

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 250
metres and a depth extent of 150 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 150 metres and over a depth extent of 100 metres, plunges
gently to the southwest and has an arithmetic average grade of 20.03 g/t gold
over 3.1 metres based on eight drill holes. 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 56 holes (9,514 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.

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.

It is recommended that diamond drilling continue on the
McFinley Property to further evaluate the limits of the Phoenix Zone and to also
explore for additional parallel zones within the Footwall Basalt sequence. A
total of 15,000 m of drilling is recommended for winter 2005, with approximately
10,000 m dedicated to follow-up in the Phoenix Zone area, and 5,000 m to
McFinley regional targets. Using a conservative all-in cost of $150/metre, based
on the previous 2 years of winter drilling on the project, the total cost of the
recommended program is estimated at $2,250,000. Drilling should use three drill
rigs, and commence as soon as ice conditions permit (approx. mid-January).

Goldcorp Option Agreement

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The Company has optioned up to a 70% interest in the 543
claims 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 319 claims (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 224 claims 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.

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 three unpatented mining
claims 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.

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.

DMC Properties

Meunier Property

The Company has a 100% interest in 115 unpatented mining
claims, 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 15th of each year.

Red Lake West Property

The Company acquired a 100% interest in 90 unpatented mining claims 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.

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Red Lake East Property

The Company acquired a 100% interest in 454 unpatented claim 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 13 unpatented mining claims 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. Kings Bay Gold
made an initial payment of $10,000 and 25,000 of its common shares to the
Company and is required to make additional payments of $90,000 in cash and share
payments totaling $90,000 to the Company over the term of the agreement.

Humlin Property

The Company acquired a 100% interest in 13 unpatented mining claims 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.

East Bay Property

The Company has two option agreements to acquire a 100%
interest in 83 unpatented mining claim 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.

Herbert Option

The Company acquired a 40% interest in 81 unpatented mining
claim 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 ($27,000 paid) and issuing 60,000 common shares (45,000 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 ($20,000 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. 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 a number of properties covered under the Redstar option
agreement.

Pipestone North Property

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

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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")

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. As part of the
agreement, the Company engaged Perry English as a consultant for a period of two
years at an annual rate of $75,000, renewable for another two years at Perry
English's option, to acquire additional mineral properties of merit for
optioning to third parties. Subsequent to 2004, Perry English elected to extend
the consultancy agreement for one additional year. Mr. English is also entitled
to a bonus on cash and share option payments received from the mineral
properties in the ERD in excess of $150,000, payable as follows: 10% on receipts
between $150,000 and $300,000, 15% on the next, $50,000, 17.5% on the next
$100,000 and 20% on the next $400,000.

In addition, the initial portfolio of mineral properties in
the ERD included 14 mineral properties optioned to the Company which it now owns
through the ERD. As a result, the Company eliminated and saved $9,000 in option
payments in 2003, $123,000 in 2004 and is expected to save another $87,000 in
2005 for a total of $219,000.

During 2003, the Company spent $1.0 million (included the
initial acquisition costs, consulting fee and bonus paid to Perry English, and
cost of new additional mineral properties and costs) and recovered $0.4 million
in cash and share option payments. As at December 31, 2003, the English Royalty
Division properties had a carrying book value of $0.6 million (excluding saved
option payments).

During 2004, the Company spent $0.4 million in acquisition costs and
recovered $0.6 million. As at December 31, 2004, the English Royalty Division
properties had a carrying book value of $0.4 million (excluding saved option
payments).

Combined with the savings in option and advance royalty
payments, the Company expects to recover all its initial and subsequent costs
included to date during 2005 at which point it will have acquired rights to cash
and share option payments and royalty interests in a substantial number of
mineral properties for little or no cost. The Company however expects to
continue to acquire additional mineral properties of merit for optioning to
third parties.

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

NEWFOUNDLAND

Golden Promise Trend Properties

The Company acquired a 100% interest in approximately 1,998
claims by map staking and an additional 978 claims were acquired under option
from a third party (or fall within an area of interests with the third party)
with the Company able to obtain a 100% interest in the claims through 6 option
agreements by making cumulative cash payments of $464,000 ($218,100 paid) and
common share issuances of 195,000 over four years (55,000 shares issued and also
$40,000 paid in lieu of 30,000 shares). The Company also granted a 1.5% - 2.5%
NSR royalties on the optioned claims and has the right to buy back 0.5% - 1.5%
of the NSRs for $1,250,000 - $1,500,000 at any time

Few mineral exploration companies targeted the Badger area
prior to the Company's initial work in 2002, and 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.

The Golden Promise Property is centred approximately 30
kilometres west of the Town of Grand Falls-Windsor and encompasses the Town of
Badger and occurs entirely within NTS sheets 12A/16 and 02D/13. Access to the
property is excellent along several logging and skidder roads and by the
Trans-Canada and Buchans highways which transect the property.

High-grade gold bearing quartz vein float was discovered
during the spring of 2002 by local prospector Mr. William Mercer leading to the
discovery of the Jaclyn Zone. From August 2002 to December 2004, the Company
along with its partner Placer Dome Inc, have completed 46 holes for a total of
5950 metres of NQ and HQ core diamond drilling resulting in the discovery of the
Jaclyn, Jaclyn North and Jaclyn South and Christopher Zones. Highlights include
intersections of up to 16.57 g/t Au

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over an estimated true thickness of 1.64 m; 25.74 g/t Au over
an estimated true thickness of 0.63 m; and 68.95 g/t Au over an estimated true
thickness of 0.21 m. Results from diamond drilling document the Jaclyn vein
system as developed over a minimum 375 m strike length to a vertical depth of
192 metres. The Company and Placer have also completed 8,250 line kilometres of
high-resolution airborne geophysical surveys (magnetics, resistivity) over the
Golden Promise Property, in additional to regional prospecting, soil sampling
and geological mapping. Drilling during the fall of 2004 was successful in
intersecting the Christopher (3.4 g/t Au) and the Jaclyn North (3.8 g/t Au over
0.4 m) Zones that represent possible extensions to the Jaclyn and Jaclyn North
vein systems 600 and 400 metres to the west of the previously drilled zones,
respectively.

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 folds. F1 folds 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 (070o), easterly (120o) and are related to
deformation during formation of F1 folds. Carbonatized, buff coloured
mafic dykes are observed to intrude the local stratigraphy and occupy the same
structure as gold bearing quartz veins of the Jaclyn and Jaclyn North Zones.

The greatest potential for gold mineralization, as observed
from the prospecting and soil sampling to date, lies within and immediately
beneath the Caradocian Shale within F1 anticlinal fold closures, where
rheological contrast is maximized. High-grade quartz veins, particularly at
Jaclyn, Jaclyn North and Jaclyn South are sited within mechanically and
electromagnetically resistive Victoria Lake Group greywacke and mudstone and
ongoing reconnaissance exploration continues to discover anomalous gold within
these domains.

The Golden Promise Property represents a Paleozoic turbidite-hosted
gold environment that has many similar characteristics to the gold deposits of
the Lachlan fold belt of Eastern Australia. The regional potential of the area
has been recently underscored by the discovery of the Snow White, Linda and
Broken Hose Veins at South Golden Promise by Crosshair Exploration and Mining
Ltd. where quartz veins assay up to 105 g/t Au.

Option Agreement with Placer Dome

The Company has 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.

2004 Highlights

Placer funded a $0.8 million exploration and drilling program in 2004 at the
Golden Promise gold project.

Work was directed towards follow up of regional airborne targets by ground
prospecting on this large property to detect additional gold bearing veins
beyond the Jaclyn Zone discovery made in 2003.

During 2004, the Company announced the discovery of two new
vein zones. The Christopher vein zone, located 500 metres southwest of the
Jaclyn vein zone, has been exposed by trenching over a 35 metre strike length,
averaging 1.5 to 2.0 metres thick. The Shawn's Shot vein zone, located 7.5
metres southwest of the Jaclyn vein zone was discovered by prospecting where
grab samples returned assays up to 100.5 g/t gold. It is exposed over a 2 metre
length, is up to 30 centimetres thick and has similar features to the Jaclyn
vein zone.

An eight-hole (1,400 metre) drilling program to test for
strike extensions to the known Jaclyn vein zones and to test other targets
developed from the prospecting, sampling and trenching work extended the host
vein system 400 metres from the Jaclyn zone for a possible strike length of 775
metres and also extended the Jaclyn North vein system by 600 metres. Maximum
gold values of 3.42 g/t gold over 0.4 metre on the Jaclyn North vein indicates
the system continues to be gold bearing. At the main Jaclyn zone area, lower
grade intercepts can occur in close proximity to high grade gold, evidence of a
gold nugget effect.

The main Jaclyn vein system which has been documented to a
depth of 190 metres over strike length of 375 metres was not tested in 2004 and
remains open for follow-up. Significant drill intercepts from previous work in
2003 at the Jaclyn zones, where 23 of 33 holes intersected visible gold,
including 17.69 g/t over 2.30 metres, 16.57 g/t gold over 2.0 metres and 14.85
g/t gold over 2.25 metres.

Option Agreement with Crosshair Exploration and Mining Corp.

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The Company has optioned seven mineral licenses known as the
Victoria Lake Property (South Golden Promise trend properties) to Crosshair
Exploration Mining Corp. ("Crosshair") in consideration for Crosshair incurring
$1.75 million in exploration expenditures and issuing 400,000 common shares
(200,000 issued) to the Company.

Glenwood-Botwood Gold Trend (includes H-Pond)

The Company has entered into eight option agreements with
prospectors to earn a 100% interest in a total of 1,211 claims for aggregate
consideration of $614,000 ($330,000 paid) in cash and the issuance of 252,000
common shares, of which 74,000 common shares can be paid in cash in the amount
of $74,000 (123,000 issued, $24,000 paid) over four years, and the granting of
2% NSRs of which 1% can be purchased for varying amounts between $1 million to
$2.5 million at any time. The Company also has a 100% interest in an additional
2,340 claims acquired by staking. Claims subject to option agreements with third
parties are as follows:

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 quartz vein deposits with the best gold deposit analogy being
the Bendigo-Ballerat deposits of Australia. The new H-Pond drill discovery west
of Gander and the nearby Golden Bullet properties highlight the potential for
this deposit type that has only recently been recognized in Newfoundland. Parts
of the Company's properties are also underlain by gabbroic and ultramafic rocks
of the GRUB, Coy Pond and Pipestone Pond complexes that are known to host some
gold occurrences. There was virtually no gold exploration in this part of
central Newfoundland until the early to mid-eighties and in fact the first gold
discovery in the area was made in 1979. Since that time, several major companies
(e.g. Noranda, BP-Selco, Corona) and numerous junior companies have conducted
preliminary, early stage exploration and diamond drilling that resulted in the
discovery of many new gold occurrences. Noranda, in particular, carried out
diamond drilling on the Golden Bullet, Mt Peyton Linear and Jonathan's Pond
properties that are now controlled by the Company.

2004 Highlights

During 2004, an exploration program on its 100% controlled
H-Pond project located 10 kilometres from the town of Gander led to the
discovery of multiple, thick, extensively veined and altered, gold-bearing zones
interpreted to extend over a minimum distance of four kilometres based on
diamond drilling, trenching, gold bearing float and gold in-soil anomalies. The
Company considers H-Pond to represent a significant early stage gold discovery
which merits additional drilling.

A summary of key drill results from an 8-hole reconnaissance drilling program
(1,396 metres) is as follows: (See the Company's website for a more detailed
table of results):

Hole 04-01 - 0.75 g/t gold over 44.45 metres (including 2.51 g/t gold over
5.85 metres and 8.08 g/t gold over 1.1 metres) 
Hole 04-02 - 2.25 g/t gold over 4.8 metres 
Hole 04-03 - 16.27 g/t gold over 2.40 metres and 2.44 g/t gold over 1.35 metres

Hole 04-04 - 3.42 g/t gold over 6.3 metres (including 12.64 g/t gold over 1.25
metres) 
Hole 04-07 - 4.40 g/t gold over 1.7 metres (including 15.26 g/t gold over 0.4
metres)

The Company's exploration program also exposed a new vein
zone at Pocket Pond, located 3 kilometres south of the H-Pond prospect. The new
vein zone was exposed by trenching with a width of over 15 metres and a strike
length of 50 metres. Eighteen grab samples from the trenched area returned 1
sample with a value of 25.5 g/t gold, 6 samples greater than 5.0 g/t gold and 11
samples greater than 1.0 g/t gold.

New surface sampling approximately six kilometers south of
the H-pond prospect led to the discovery of mineralized vein systems documented
in bedrock and float over a minimum of 700 metre strike length. The extensive
alteration zone associated with veining and mineralization is up to 100 metres
wide with individual quartz veins up to 1.5 metres thick with visible gold noted
in one location. Sampling to date (70 grab samples and 36 channel samples)
include 38 samples greater than 1.0 g/t gold of which 19 samples are greater
than 5.0 g/t gold with a maximum value of 56.9 g/t gold. The two best channel
samples included 8.5 g/t and 6.8 g/t gold over 0.5 metre.

These new discoveries are further indications that the H-pond system is
extensively developed on the Company's claims. The Company controls
approximately 19.7 kilometres of strike potential in this new discovery area.

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The Company began a new round of drilling exploration in
January 2005 targeting areas of encouraging previous drill intercepts and new
surface discovery areas. The Company expects to spend in excess of $0.5 million
on this round of exploration on H-pond.

Wings Point and Glenwood Option Agreements with Crosshair

The Company has optioned a 60% interest in approximately six
mineral licenses known as the Wings Point Property, 11 mineral licenses known as
the Glenwood Break Property to Crosshair Exploration Mining Corp. ("Crosshair")
in consideration for Crosshair incurring $1.5 million and $2.0 million
respectively in exploration expenditures and issuing 800,000 common shares
(400,000 issued) to the Company.

Avalon Gold Trend

The Company has four option agreements pursuant to which it
may earn a 100% interest in a total of 550 claims for aggregate consideration of
$315,000 ($178,000 paid) in cash and the issuance of the share equivalent of
$60,000 ($35,002 paid) over a four year period, and the granting of NSR
royalties ranging form 2% to 3% of which portions can be purchased for
$1,000,000 to $2,000,000 for each option agreement. In February 2004, the
Company entered into an agreement with IAMGold Corporation ("IAMGold"), whereby
IAMGold can earn an initial 55% interest in these claims by spending $3,000,000
over a four-year period, including $500,000 before February 2005 (completed).

The Avalon Trend properties lie mainly within the eastern
Avalon high-alumina belt (EAHAB), an extensive zone of epithermal-style
hydrothermal alteration (dated at 590-570 Ma) sited at the eastern margin of the
late Neoproterozoic, volcano-plutonic core of the Avalon Peninsula that is part
of the Avalon Tectonostratigraphic Zone of the Newfoundland Appalachians. The
host rocks of the EAHAB 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.

2004 Highlights

During the year 2004, the Company optioned the Avalon Gold
Project to IAMGold Inc., 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.

IAMGold funded a $0.6 million exploration program in 2004. An
8 hole (1,500 metres) reconnaissance drilling program was completed and was
successful at identifying epithermal vein mineralization mainly at depths of 50
to 130 below surface. Results indicate anomalous gold up to 1.9 g/t, which
suggests that deeper drilling may be required to test for bonanza-type gold
mineralization.

Subsequent to December 31, 2004, IAMGold notified the Company
of its decision to terminate its option on this property. The Company is seeking
a new partner to advance this project and it has received expressions of
interests from a number of third parties.

Huxter Lane Joint Venture Agreement with Meridian Gold

The Huxter Lane property is accessible by paved highway and
abandoned logging roads 50 kilometers south of the community of Grand
Falls-Windsor, Newfoundland. It is situated in the Dunnage tectonostratigraphic
zone of the Newfoundland Appalachians, at the eastern margin of a large
elliptical structure informally referred to as the Tim Horton complex. The
property straddles the contact between the Coy Pond Complex ultramafic-mafic
rocks and felsic volcanics and marine siliciclastics (North Steady Pond
Formation) of the Baie d'Espoir Group. Gold float was discovered in 1998 by
prospectors who staked the Huxter Lane property. The Company acquired the right
to earn a 100% interest in the property through an option deal with the
prospectors in early 2002. The Company has carried out prospecting and trenching
that resulted in bedrock discovery of gold mineralization in an altered
quartz-feldspar-hornblende porphyry. Additional gold discoveries have been made
recently on adjacent ground that was controlled at the time by Linear Gold
Corporation.

During the year ended December 31, 2004, the Company optioned four mineral
licenses known as 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 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. The target is an

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intrusive-related gold deposit. The Company expects to carry out soil
sampling and geophysical surveys to be followed by drilling. Most of the work is
expected to be carried out in the first half of 2005.

New World Gold Trend

The only industry exploration for gold in the area of the property was
conducted by Noranda in 1987 following the discovery of visible gold in the area
by a Noranda prospector.

The property is located on New World Island in the
northeastern part of the Dunnage Zone of the Newfoundland Appalachians. Rocks of
the Dunnage consist of volcanic, volcaniclastic and sedimentary rocks of
island-arc and back-arc affinity interpreted to represent vestiges of the
Iapetus Ocean. The Dunnage Zone is divided into the Notre Dame and Exploits
subzones, separated by the Red Indian Line. The evolution of the Dunnage is
divided into a pre to syn-accretionary and a post-accretionary stage. The
initial Cambrian to Mid-Ordovician pre to syn-accretionary phase is marked by a
periods of volcanism and sedimentation in island-arc and back-arc basins. The
syn-accretionary phase (initial closure of Iapetus Ocean) resulted in the
structural emplacement of Notre Dame Subzone rocks over the continent of
Laurentia and the Exploits subzone rocks over the Gondwana continental margin.
Continued closure of Iapetus during the Late Ordovician to Early Silurian
corresponds to a period of sedimentation in fault bound basins. Post-accretion
activation and reactivation of large strike-slip faults led to the deposition of
Silurian fluviatile sedimentary and terrestrial volcanic rocks (Botwood Group).
Siluro-Devonian deformation (Salinic orogeny) resulted in crystal thickening
that caused regional greenschist and amphibolite grade metamorphism and crustal
melting that resulted in widespread plutonism.

The Red Indian Line which divides the Dunnage zone into the
Notre Dame Subzone to the northwest and the Exploits Subzone to the southeast
passes through the northwestern part of New World Island. This places the
property entirely within the Exploits Subzone but proximal to the interpreted
location of the Red Indian Line.

At New World Island (NWI), along the 'New World Island
trend', mineralized veins are hosted predominantly within the heterolithic
Dunnage Mélange, stratigraphically below the overlying Dark Hole Formation,
dominated by shale. The Dark Hole Formation is in turn conformably overlain by
coarse grained siliciclastic rocks of the Milliners Arm Formation. The upper two
units are regionally correlated with the Caradoc shale and the Badger Group,
respectively, at Golden Promise. The Dunnage Mélange may be correlative with the
Victoria Lake Group. Mineralized veins are also hosted within the Milliners Arm
Formation, where they outcrop along the along the southeastern shoreline of NWI
where a few gold showings occur. The Milliner's Arm stratigraphy comprises
graded beds of coarse conglomerate to fine grained sandstone with a lesser
amount of green-grey shales.

The Dunnage Mélange comprises large heterolithic clasts/blocks
and/ mega-boudins of felsic volcanics, gabbro, pillowed mafic volcanic,
siliciclastic and calcareous sedimentary rocks within a shale/siltstone/volcaniclastic
matrix. The Mélange has been intruded by the late Arenigian to early
Llandoverian Coaker Porphyry, which has been mapped as entirely confined within
the mélange. The contact between the Dunnage Mélange and the overlying Dark Hole
Formation has been highly controversial ranging from a conformable to a
structural contact.

The Company has entered into an agreement on the New World
Property to earn a 100% interest in 380 claims for aggregate cash consideration
of $57,000 over four years ($37,000 paid) and the issuance of an aggregate of
45,000 common shares (25,000 issued) over three years. The owners were granted a
2.0% NSR of which 50% of the royalty can be purchased by the Company for
$1,000,000.

Star Track Gold Trend

The Startrack project is readily accessible by logging roads and an abandoned
railbed approximately 16 kilometres east of Gander. It is located in the Gander
Tectonstatigraphic Zone in east-central Newfoundland, and is underlain by rocks
of the Gander Group that are divided into early to middle Ordovician Indian Bay
Big Pond Formation, Cambrian and Early Ordovician Jonathan's Pond Formation, and
the Square Pond Gneiss. The Indian Bay Big Pond Formation tends to be
characterized by more prevalent black pelites versus the quartz rich psammites
of the Jonathan's Pond Formation. The Square Pond Gneiss located to the east of
the property is a 10 kilometer wide belt of rocks that underlie and are
considered to be metamorphosed equivalents of Gander Group rocks. A regional
gravity-magnetic high correlates with a discontinuous belt of mafic-ultramafic
of rocks that appear to be associated with a zone of west dipping thrusting that
underlies the Startrack property at depth. The correlation of arsenic, antimony
and gold lake sediment anomalies along this gravity-magnetic boundary and points
to a potential new gold belt that has had little previous exploration. The
discovery of numerous new showings (including occurrences of visible gold) in
the Startrack project area by the Company highlights this potential. High grade
gold values from grab samples occur in extensive highly deformed quartz-arsenopyrite
vein zones referred to as the "Startrack Trend" Grab samples from the Job Pond
showing contained up to 256.1 g/t gold and a channel sample ran 20.7 g/t

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gold over 0.60 metres. Szybinski (2002) indicates that the emplacement of
Startrack trend gold bearing quartz veins occurred during the late stages of a
D2 deformation event and that "the overall setting may be similar to the
important vein hosted gold systems of central Victoria in Australia". Szybinski
suggests that the Startrack may represent a large structural culmination in the
hangingwall to a major crustal shear and speculates on an "extensive saddle reef
system at depth". A second gold environment consists of fault controlled, vuggy
quartz-sediment breccias and silicified ,sericitic zones with arsenopyrite,
stibnite and elevated gold values (up to 9 g/t Au in grabs) and is referred to
as the Stallion trend. Szybinski (2002) indicates that the emplacement of
Startrack trend gold bearing quartz veins occurred during the late stages of a
D2 deformation event and that "the overall setting may be similar to the
important vein hosted gold systems of central Victoria in Australia". Szybinski
suggests that the Startrack may represent a large structural culmination in the
hangingwall to a major crustal shear and speculates on an "extensive saddle reef
system at depth". The first discovery of gold in the area was made by a
government geologist in 1986. Since that time early stage exploration in the
region has been conducted by Celtic Minerals, Noranda and Terra Nova
Exploration. The Company acquired the right to earn a 100% interest in the
Startrack property through a cash and share option deal with 2 local Benton
prospectors in late 2001 and has conducted extensive prospecting and trenching
that resulted in the discovery of many new gold occurrences. A 7 hole, 2162
metre drill program in 2004 tested several of these showings. The best values
returned are 1.34 g/t gold over 0.6 metres, located more than 100 metres down
dip from the Jobs Pond showing.

The Company holds an option agreement pursuant to which it
may earn a 100% interest in a total of 182 claims for aggregate consideration of
$122,000 ($62,000 paid) in cash and the issuance of 200,000 (120,000 issued)
shares over a four year period. The Company is required to grant a 2% NSR
royalty of which 50% can be purchased for $1,000,000.

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 Point Leamington Mining Lease is located 37 km
north of Grand Falls, Newfoundland, and is accessible via bush roads, and all
terrain vehicle trails. The south part of the Seal Bay property (located 13 km
north of Point Leamington) is now accessible by logging roads, however access is
best achieved by boat from the small community of Leading Tickles.

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

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. An independent resource estimate funded by TLC Ventures
estimated a resource of 12.3 million metric tons grading 1.92% Zn, 0.28% Cu,
0.88 g/t Au, 16.94 g/t Ag.

Seal Bay Property

The Company has an option to acquire a 65% interest in two
mineral licenses by incurring total exploration expenditures of $700,000
($495,000 expended). The Company and the optionor will form a joint venture when
the Company completes its option. The optionor may elect to increase its
interest in the property to 49% by spending an additional $300,000 on
exploration within one year of the Company earning its 65% interest.

The Seal Bay property is subject to an earn-in option to
Joint Venture agreement with Falconbridge whereby the Company can earn a 65%
interest by spending $700,000 with Falconbridge reserving the right to earn back
to 49% by making an expenditure of $300,000. The Company must make additional
expenditures of $200,000 in 2005 to earn its 65%. Texasgulf, Falconbridge and
the Company drilled a total of 5,919 metres in 24 holes between 1974 and 1998,
to test several copper-zinc base metal occurrences. The best results to date are
9.1 metres of 1.0% Cu, 0.82% Zn , 36 g/t Ag, 9.0 metres of 0.75% Cu, 89.1 metres
of 0.80% Zn.

West Cleary Property

The Company earned a 51% interest in a mineral license by incurring
exploration expenditures of $81,387.

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UNITED STATES OF AMERICA

ALASKA

Palmer Property

The Company's 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 the Company 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. The Company 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.

During the comparative year, the Company effectively vended a non-controlling
interest in the Palmer property. It retains a Right of first offer if the
current owner chooses to option the property. Refer to note 5.

INVESTMENTS

The Company has an 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 35.6% 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.

Africo Resources Ltd.

The Company completed the acquisition of a 35.6% interest in
Africo Resources Ltd. ("Africo"), a private B.C. company for a net cash amount
of $1.7 million (including gain on partial resale of shares and due diligence
costs). Africo controls the option to acquire a 75% interest in a copper-cobalt
resource located in the Democratic Republic of Congo which has an inferred
resource of 16.9 Mt grading 3.03% Copper and 0.66% Cobalt as reported by SRK
Consulting in accordance with the JORC code for reporting of mineral resources
which conforms to the requirements of National Instrument 43-101 (see Sedar
filings for technical report). The Company accounts for this investment on an
equity basis.

The Company acquired its interest in Africo for investment purposes and is
not required to make any further financial commitments to Africo but has the
right to do so.

During 2004, Africo began in-fill drilling on its
copper-cobalt mineral property to upgrade the resource classification as part of
a feasibility study which is expected to be completed in the second half of 2005
as well as exploration drilling to expand its current resource and test new
targets. The Company reported results from four drill holes on the C5PSL target
that returned core lengths of 29.97 to 53.0 metres of 2.63 to 2.98% copper and
0.37 to 1.36% cobalt.

Subsequent to December 31, 2004, Africo approved a $5.33
million non-brokered private placement to its existing shareholders at a price
of $1.50 per share to provide additional working capital to complete the
feasibility study. The Company has agreed to participate up to $2.13 million in
the private placement of which $1.15 million has been advanced. As of the date
of this report, this financing had not been competed.

Africo released additional drilling results on March 21, 2005
On the C5PSL target, additional in-fill drilling, based on 50 metre centres,
returned thick oxidized intersections (22 to 53 metres) with consistent high
copper grade (up to 3.98 %) and exceptional cobalt grade (up to 1.36%). Drilling
to date has demonstrated good lateral and depth continuity of the oxide zone
with a strike length of over 625 metres and allowed for calculation of the
resource to a depth of 100 metres from surface. This target has a current
resource of 6.4 Mt grading 2.77% copper and 0.76% cobalt. Surface mapping has
identified a very shallow dipping extension which has a footprint of about 250
by 100 metres and sampling has confirmed significant copper mineralization with
cobalt values of up to 3% near surface that could increase the existing
resource.

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On the KALN(S) target, drilling results from 8 holes returned
thick (17.20 to 117 metres) and variable copper grades (1.46 to 4.75 %) with
significantly higher grade copper in the centre and south and with lower cobalt
(0.12 to 0.58%) than the inferred resource average grade. Mineralization extends
into the hanging wall units for 9 to 26 metres and this mineralization has the
potential to increase the current resource. One historical hole intersected 10.5
metres grading 5.36% copper and 0.41% cobalt approximately 450 metres below
surface and the current oxide zone. This sulphide zone has the potential to
expand the resource on this target and this will be evaluated in due course.
This target has a current inferred resource of 3.3 Mt grading 2.46% copper and
0.49% cobalt.

On the KALN(N) target, results from two holes indicate grades
(2.40 and 2.80 %) and mineralized thicknesses (35.41 and 49.90 metres)
comparable to the initial drilling data. This target currently has a current
inferred resource of 2.5 Mt grading 2.89% copper and 0.58 % Cobalt.

A new target, currently not included in the current inferred
resource calculation, was identified 1km east of the C5SPL target. Shallow
dipping mineralization exposed at surface is cobalt rich and returned trenching
results of 0.29 to 1.24% cobalt over a strike length of 350 metres.

Six major consultants have been appointed to undertake key aspects of the
feasibility study, including baseline EIA studies. A bulk surface sample has
been taken and sent to MINTEK for metallurgical and other testwork.

Toquima Minerals Corporation

In early November 2004, Toquima, in which the Company
currently has a 60.4% interest, filed a final prospectus with the securities
regulatory authorities in the provinces of British Columbia and Alberta, Canada
in connection with an initial public offering ("IPO") of its common shares and a
listing on the TSX Venture exchange.

The prospectus became stale dated in January 2005 as the
intended initial public offering was not completed. The Company and Toquima are
currently seeking and evaluating options to finance the exploration of Toquima's
Nevada and Alaska mineral properties.

Currently, the Company consolidates the accounts of Toquima.
The Company expects it will own less than 50% once the Toquima IPO is completed
at which time the Company will no longer consolidate the accounts of Toquima and
will instead account for its investment in Toquima on an equity basis.

Subsequent to December 31, 2004, Toquima signed a joint
venture agreement with Newmont Mining Corporation ("Newmont") whereby Newmont
can earn a 60% interest in the Leach Springs mineral property in Nevada by
spending US$2 million over a four year period with Newmont committing to spend
US$150,000 in the first year.

Toquima also signed a binding letter of intent with Romarco
Minerals Inc. ("Romarco") whereby Romarco can earn a 60% interest in Toquima's
Pine Grove mineral property by spending US$2 million on exploration over a five
year period with Romarco committed to spend US$325,000 in the first year subject
to drill permitting and rig availability.

C. Organizational Structure

As at December 31, 2004, the Company had one active subsidiary, Toquima
Minerals Corporation (60.4%) which is included in the accounts of the Company.

In addition, the Company owed 35.6% of Africo Resources Ltd. 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, 2004. 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

- 33 -

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accordance with Canadian generally accepted accounting principles ("GAAP") in
Canadian Dollar. 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, 2004. The Company considers
the following policies to be most critical in understanding its financial
results:

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 deferred 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.

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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 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.

A. Operating Results

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.

The Company wrote off $1.9 million in deferred property costs
during fiscal year 2004 compared to $0.4 million in fiscal 2003, an increase of
$1.5 million. During fiscal year 2004, the Company incurred $9.0 million in
exploration costs to evaluate a number of its mineral properties. The Company
periodically evaluates its mineral properties for permanent impairment as new
exploration results on its own and other adjoining properties became available.
During fiscal 2004, the Company wrote off a number of its mineral properties
that it did not deem worthy of follow-up exploration on and/or worthy to
maintain them in good standing.

Salary expense increased in fiscal year 2004 by $0.2 million with the hiring
of additional staff and salary increases.

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.

Fiscal year ended December 31, 2003 compared to fiscal year ended December
31, 2002

For the fiscal year 2003, the Company incurred a net loss $2.3 million ($0.05
per share) compared to a net loss of $1.1 million ($0.04 per share) for the
fiscal year 2002, an increase of $1.2 million.

$0.4 million in deferred property costs were written off in
fiscal year 2003, an increase of $0.3 million compared to fiscal year 2002.
During fiscal year 2003, the Company wrote off a number of base metal and
grassroots prospects that were not deemed worthy of follow-up exploration.

During the fiscal year 2003, the Company's stock-based
compensation costs recorded increased by $0.4 million compared to fiscal year
2002. The Company granted 895,000 stock options in fiscal year 2003 with a
higher fair value compared to 1,655,000 stock options issued in fiscal year
2002.

For the fiscal year 2003, salaries increased by $0.2 million compared to
fiscal year 2002, primarily related to the issuance of management bonuses.

- 35 -

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The Company's transfer and filing fees, consulting,
professional fees and investor relations costs increased by $0.3 million in
fiscal year 2003 compared to fiscal year 2002 with the listing of the Company's
common shares on the TSX and increased corporate and administrative activities.

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.

Subsequent to December 31, 2004, Africo approved a $5.33
million non-brokered private placement to its existing shareholders at a price
of $1.50 per share to provide sufficient working capital to complete its
feasibility study on its copper-cobalt property in the Democratic Republic of
Congo. The Company has agreed to participate in the private placement up to
$2.13 million of which $1.15 million has been advanced.

The Company has sufficient working capital to complete its
full participation in this Africo financing. The Company will require additional
equity financing and/or the exercise of warrants expiring in August 2005 to fund
its working capital requirements beyond the end of 2005.

Investing Activities - Fiscal year ended December 31, 2003

The Company incurred $10.4 million in exploration costs and
option payments. It used $4.3 million from its working capital reserve,
recovered $5.0 million from joint venture partners and issued common shares to
pay for $0.7 million in option and advance royalty payments.

The Company exchanged the Palmer property, located near
Haines, Alaska, with a book value of $1.8 million in deferred exploration costs
for common shares of Toquima Minerals Corporation ("Toquima"), a private
subsidiary of the Company. The Company invested an additional $0.3 million in
Toquima for additional common shares of Toquima. As at December 31, 2003, the
Company had a 60.33% interest in Toquima and gained exposure to a number of gold
exploration properties in the State of Nevada.

Investing Activities - Fiscal year ended December 31, 2002

The Company incurred $9.6 million in exploration costs and option payments.
It used $5.3 million from its working capital reserve, recovered $2.7 million
from joint venture partners and issued common shares to pay for $1.6 million in
option payments.

SUMMARY OF QUARTERLY RESULTS (Based on Canadian GAAP)

|Quarter        | 2004       | 2004     | 2004     | 2004     | 2003       | 2003     | 2003     | 2003    
|-------------- | ---------- | -------- | -------- | -------- | ---------- | -------- | -------- | --------
|               | Fourth     | Third    | Second   | First    | Fourth     | Third    | Second   | First   
|Interest and   | $32,033    | $27,484  | $41,140  | $49,361  | $53,094    | $48,266  | $35,410  | $17,140 
|miscellaneous  |            |          |          |          |            |          |          |         
|income         |            |          |          |          |            |          |          |         
|Gain (loss) on | $14,747    | $682,161 | $(2,139) | -        | $19,703    | -        | -        | -       
|sale of        |            |          |          |          |            |          |          |         
|investments    |            |          |          |          |            |          |          |         
|Net loss       | $2,043,399 | $377,943 | $675,878 | $985,616 | $1,417,090 | $331,006 | $279,368 | $284,930
|               |            |          |          |          |            |          |          |         
|Basic and      | $0.03      | $0.01    | $0.01    | $0.02    | $0.02      | $0.01    | $0.01    | $0.01   
|fully diluted  |            |          |          |          |            |          |          |         
|net loss per   |            |          |          |          |            |          |          |         
|share          |            |          |          |          |            |          |          |         

- 36 -

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B. Liquidity and Capital Resources

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.

- 37 -

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E. Off-balance Sheet Arrangements

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

F. Tabular Disclosure of Contractual Obligations

|                                 | Payments due by period
|-------------------------------- | ----------------------
|                                 |                       
|Contractual Obligations          | Total                 
|                                 |                       
|Long-Term Debt Obligations       | Nil                   
|Capital (Finance) Lease          | Nil                   
|Obligations                      |                       
|Operating Lease Obligations      | $247,170              
|Purchase Obligations             | Nil                   
|Other Long-Term Liabilities      | Nil                   
|Reflected on the Company's       |                       
|Balance Sheet under the GAAP of  |                       
|the primary financial statements |                       
|Total                            | $247,170              

This table includes all contractual obligations.

Item 6. Directors, Senior Management and Employees.

A. Directors and Senior Management

|Name, Position, Age and     | Principal Occupation or Employment                  | Period as a Director  | % of time on     
|--------------------------- | --------------------------------------------------- | --------------------- | -----------------
|Country of Residence        |                                                     | of the Company        | Company business 
|J. GARFIELD MACVEIGH        | Exploration Geologist; Chairman of the
    Board    |                       |                  
|Chairman of the Board       | of Directors and Director of the
    Company;       | March 6, 1996 to      |                  
|Age: 56                     | President and Director Rubicon
    Management       | date                  | 100%             
|Resident of Canada          | Ltd.                                                |                       |                  
|                            |                                                     |                       |                  
|DAVID W. ADAMSON            | Exploration Geologist; President, CEO
    and       |                       |                  
|President, Chief Executive  | Director of the Company; Director,
    Rubicon      |                       |                  
|Officer and Director        | Management Ltd.                                     | March 6, 1996 to      |                  
|Age 45                      |                                                     | date                  | 100%             
|Resident of Canada          |                                                     |                       |                  
|                            |                                                     |                       |                  
|MICHAEL J. GRAY             | Exploration Geologist; Secretary,
    Vice-         |                       |                  
|Vice-President, Exploration | President, Exploration of the Company;
    Director |                       |                  
|and Corporate Secretary     | and Secretary of Rubicon Management
    Ltd.        | March 6, 1996 to      | 100%             
|Age 43                      |                                                     | January 27, 2005      |                  
|Resident of Canada          |                                                     |                       |                  
|                            |                                                     |                       |                  
|PETER G. WONG               | Chartered Accountant, CFO of the
    Company        |                       |                  
|Chief Financial Officer     |                                                     |                       |                  
|Age 39                      |                                                     | N/A                   | 100%             
|Resident of Canada          |                                                     |                       |                  
|                            |                                                     |                       |                  
|WILLIAM J. CAVALLUZZO       | Vice-President, Investor Relations                  |                       |                  
|Vice-President, Investor    |                                                     |                       |                  
|Relations                   |                                                     | N/A                   | 100%             
|Age 61                      |                                                     |                       |                  
|Resident of Canada          |                                                     |                       |                  
|                            |                                                     |                       |                  
|DAVID R. REID               | Lawyer and Senior Partner, Davis &
    Company      |                       |                  
|Director                    |                                                     |                       |                  
|Age 45                      |                                                     | April 6, 2001 to date | 5% or as required
|Resident of Canada          |                                                     |                       |                  

- 38 -

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|                        |                                                     |                       |                  
|----------------------- | --------------------------------------------------- | --------------------- | -----------------
|Name, Position, Age and | Principal Occupation or Employment                  | Period as a Director  | % of time on     
|Country of Residence    |                                                     | of the Company        | Company business 
|PHILIP S. MARTIN        | Principal., P.S. Martin & Associates,
    Financial |                       |                  
|Director                | Consultants; Director, Southern Era
    Resources   |                       |                  
|Age 60                  | Limited, Beta Minerals Inc. and Asia
    Now        | July 11, 2003 to date | 5% or as required
|Resident of Canada      | Resources Limited                                   |                       |                  
|                        |                                                     |                       |                  
|JOHN R. BRODIE, FCA     | Chartered Accountant, President of
    John R.      |                       |                  
|Director                | Brodie Capital Inc, Retired Partner of
    KPMG,    |                       |                  
|Age 61                  | Director of Far West Mining Ltd. and
    trustee of | January 27, 2005 to   |                  
|Resident of Canada      | Ag Growth Income Fund.                              | date                  | 5% or as required
|                        |                                                     |                       |                  
|KEVIN D. SHERKIN        | Lawyer, Managing Partner of Levine
    Sherkin      |                       |                  
|Director                | Boussidan                                           | January 27, 2005 to   |                  
|Age 44                  |                                                     | date                  | 5% or as required
|Resident of Canada      |                                                     |                       |                  

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.

Michael J. Gray, B.Sc. M.Sc., P.Geo., Secretary and
Vice-President - Exploration of Rubicon Minerals Corporation, received his B.Sc.
from the University of British Columbia (1985), and a M.Sc. from Laurentian
University at Sudbury, Ontario in 1995. He has been associated with the mineral
exploration industry for 20 years with experience in base and precious metal
exploration in Canada and the U.S.A. Past positions held by Michael include:
Senior Project Geologist for Lac Minerals Ltd., Project Geologist for Noranda
Exploration Co., Project Geologist for Falconbridge Limited, Field Geologist for
Minnova Inc., Field Geologist for Cominco Ltd. and Field Assistant for Chevron.

Peter G. Wong, CA, the Chief Financial Officer of Rubicon Minerals
Corporation received his Bachelor of Commerce in 1984 from the University of
British Columbia. He articled with the accounting firm of Deloitte & Touche and
received his Canadian Chartered Accountant designation in 1992. He has worked in
senior financial positions with a number of publicly listed companies in the
mining exploration, development and production stages for over 14 years.

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),

- 39 -

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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, LLB., 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.

Although Mssrs. MacVeigh, Adamson, and Gray 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, Adamson and Gray 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, Michael J. Gray, Secretary and Vice-President
Exploration, William J. Cavalluzzo, Vice-President Investor Relations and Peter
G. Wong, Chief Financial Officer, for the last financial year ended December 31,
2004. The table further sets forth all compensation paid by the Company and its
subsidiaries to the other directors of the Company, Douglas B. Forster, David R.
Reid and Philip S. Martin. The Company has no pension plan and no other
arrangement for non-cash compensation to the directors of the Company except
stock options.

|                |      | Annual Compensation | Long Term Compensation |        
|--------------- | ---- | ------------------- | ---------------------- | -------
|                |      |                     |                        |        
|                |      |                     |                        |        
|                |      |                     |                        | Other  
|                |      |                     |                        | Annual 
|Name and        |      | Salary              | Bonus                  | Compen-
|Principal       | Year | ($)                 | ($)                    | sation 
|Position        |      |                     |                        | ($)    
|                |      |                     |                        |        
|                |      |                     |                        |        
|J. Garfield     |      |                     |                        |        
|MacVeigh        |      |                     |                        |        
|                | 2004 | 85,000              | *                      | Nil    
|Chairman of the |      |                     |                        |        
|Board           |      |                     |                        |        
|                |      |                     |                        |        
|David W.        |      |                     |                        |        
|Adamson         |      |                     |                        |        
|                | 2004 | 130,000             | *                      | 864    
|President &     |      |                     |                        |        
|CEO             |      |                     |                        |        
|                |      |                     |                        |        
|Michael J. Gray |      |                     |                        |        
|                |      |                     |                        |        
|VP Exploration  | 2004 | 100,000             | *                      | 864    
|& Corporate     |      |                     |                        |        
|Secretary       |      |                     |                        |        
|                |      |                     |                        |        
|William J.      |      |                     |                        |        
|Cavalluzzo      |      |                     |                        |        
|                | 2004 | 90,000              | *                      | Nil    
|VP Investor     |      |                     |                        |        
|Relations       |      |                     |                        |        

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|                 |      |        |     |     |     |     |     |    
|---------------- | ---- | ------ | --- | --- | --- | --- | --- | ---
|Peter G. Wong    |      |        |     |     |     |     |     |    
|                 | 2004 | 90,000 | *   | 108 | Nil | Nil | Nil | Nil
|CFO              |      |        |     |     |     |     |     |    
|                 |      |        |     |     |     |     |     |    
|Douglas B.       |      |        |     |     |     |     |     |    
|Forster          |      |        |     |     |     |     |     |    
|                 | 2004 | Nil    | N/A | Nil | Nil | Nil | Nil | Nil
|Former Director  |      |        |     |     |     |     |     |    
|                 |      |        |     |     |     |     |     |    
|David R. Reid    |      |        |     |     |     |     |     |    
|                 | 2004 | N/A    | N/A | Nil | Nil | Nil | Nil | Nil
|Director         |      |        |     |     |     |     |     |    
|                 |      |        |     |     |     |     |     |    
|Philip S. Martin |      |        |     |     |     |     |     |    
|                 | 2004 | N/A    | N/A | Nil | Nil | Nil | Nil | Nil
|Director         |      |        |     |     |     |     |     |    

Note:* The Company has accrued $100,000 in bonuses payable to senior officers as
at December 31, 2004. The allocation of bonuses was not finalized by the board
of Directors of the Company as of the date of this report. The Company will
report the amounts in its proxy materials which will be filed in a subsequent
6K.

Subsequent to year end, the following options were granted to management and
directors of the Company:

|Name of Person(s)     | Date of Grant or | Reason for Grant or   | # Shares   | Exercise   | Expiry Date     
|--------------------- | ---------------- | --------------------- | ---------- | ---------- | ----------------
|                      | Issuance         | Issuance              | Subject to | Price (Per |                 
|                      |                  |                       | Issuance   | Share)     |                 
|David W. Adamson      | January 6, 2005  | Director Stock Option | 250,000    | $1.18      | January 6, 2010 
|J. Garfield MacVeigh  | January 6, 2005  | Director Stock Option | 250,000    | $1.18      | January 6, 2010 
|Michael J. Gray       | January 6, 2005  | Director Stock Option | 250,000    | $1.18      | January 6, 2010 
|William J. Cavalluzzo | January 6, 2005  | Employee Stock Option | 250,000    | $1.18      | January 6, 2010 
|Peter G. Wong         | January 6, 2005  | Employee Stock Option | 75,000     | $1.18      | January 6, 2010 
|Philip S. Martin      | January 6, 2005  | Director Stock Option | 150,000    | $1.18      | January 6, 2010 
|David R. Reid         | January 6, 2005  | Director Stock Option | 200,000    | $1.18      | January 6, 2010 
|John R. Brodie, FCA   | January 27, 2005 | Director Stock Option | 200,000    | $1.18      | January 27, 2010
|Kevin D. Sherkin      | January 27, 2005 | Director Stock Option | 200,000    | $1.18      | January 27, 2010

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. 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 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. 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. Gray
exercisable at any time within 18 months after the date of such event, Mr. Gray
may elect to continue to be employed by the Company or give notice of
termination in which event the Company shall pay Mr. Gray an amount equal to two
times the annual salary then in effect.

- 41 -

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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. This employment agreement 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 6 months after the
date of such event, Mr. Wong may elect to continue to be employed by the Company
or give notice of termination in which event the Company shall pay Mr. Wong an
amount equal to two times the annual salary then in effect.

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 January 1, 2002 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

During the fiscal year ended December 31, 2004, the Company paid cash
compensation, directly or indirectly, to Directors of the Company other than the
Named Executive Officers (the "Other Directors") as follows:

1. J. Garfield MacVeigh, Chairman of the Board, was paid $85,000 for services
  as an officer and for providing geological services to the Company.
2. The Company accrued or paid Davis & Company, the Company's
  legal counsel $664,277 (including $254,471 for the Company's subsidiary
  Toquima) in legal fees by the Company for legal services. David R. Reid, a
  director of the Company, is a partner of Davis & Company. In addition, this
  law firm also billed $53,920 in legal fees to Africo Resources Ltd., a
  subsidiary of the Company accounted for on an equity investment basis.

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
$85,000 per annum effective January 1, 2004. 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
and Gray described above.

The Company has no pension plan and no standard or other
arrangement for compensation to the Other Directors of the Company except the
granting of stock options. No stock options were granted by the Company to the
Other Directors during the financial year ended December 31, 2004.

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.

- 42 -

---



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: | Philip S. Martin,
    Kevin D. Sherkin and John R. Brodie, FCA
|----------------------------------------------- | --------------------------------------------------------------
|                                                | Compensation Committee                                        

C. Board Practices

The Board of Directors presently consists of six directors,
four of whom were elected at the annual general meeting of the shareholders of
the Company, held on May 25, 2004. 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. 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
Company 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 three
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. 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.

- 43 -

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

The quantity and quality of Board compensation is reviewed on
an annual basis. At present, the Board is satisfied that the current Board
compensation arrangements adequately reflect the responsibilities and risks
involved in being an effective director of the Company. The only current form of
Board Compensation for non-management directors is stock options.

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 (attached hereto as 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. The Corporate
Governance Committee is in the process of reviewing current governance
guidelines and does not have a charter.

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.

AMEX requires the Company to have a Board of Director
Nominating Committee in accordance with the requirements of Section 804 of the
AMEX Company Guide, including adoption of a formal written charter or board
resolution, as applicable, addressing the nominations process and such related
matters. The Company has received an extension from AMEX to implement this
committee by July 31, 2005.

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 four
non-management directors, three of whom are unrelated 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.

- 44 -

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Independent Advisor

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

D. Employees

As of December 31, 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. In 2002 the Company had five full time
employees (four of which are management), two full time contractors, 10 seasonal
employees and up to 20 short term contracts with contractors/consultants. In
2001, the Company had five full time employees (three of which were management),
one full time contractor and one part time contractor. During 2000, the company
had four full time employees (three of which were management), one part time
employee, one seasonal employee and four short term contracts with
contractors/consultants. As noted above, the Company engages independent
contractors from time to time to supply work on specific corporate business and
project exploration programs.

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 10, 2005. The Shares possess identical voting rights.

Director and Senior Management Share Ownership as at March 10, 2005

|                                   |               |                                               
|---------------------------------- | ------------- | ----------------------------------------------
|Name and Title                     | No. of Shares | Percent of Shares Outstanding of
    the Class
|                                   |               |                                               
|J.GARFIELDMACVEIGH                 |               |                                               
|Chairman of the Board of Directors | 1,288,096 (1) | 2.27%                                         
|                                   |               |                                               
|DAVIDW.ADAMSON                     |               |                                               
|President, CEO, and Director       | 1,070,767(1)  | 1.88%                                         
|                                   |               |                                               
|MICHAELJ.GRAY                      |               |                                               
|Secretary and Vice-President,      | 1,117,366(1)  | 1.97%                                         
|Exploration                        |               |                                               
|                                   |               |                                               
|WILLIAMJ.CAVALLUZZO                |               |                                               
|Vice-President Investor Relations  | 215,628       | 0.38%                                         
|                                   |               |                                               
|PETERG.WONG                        |               |                                               
|Chief Financial Officer            | 0             | 0.00%                                         
|                                   |               |                                               
|DAVIDR.REID                        |               |                                               
|Director                           | 196,500       | 0.35%                                         
|                                   |               |                                               
|PHILIPS.MARTIN                     |               |                                               
|Director                           | 144,500       | 0.25%                                         
|                                   |               |                                               
|JOHNR.BRODIE,FCA                   |               |                                               
|Director                           | 0             | 0.00%                                         
|                                   |               |                                               
|KEVIND.SHERKIN                     |               |                                               
|Director                           | 35,715        | 0.06%                                         

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 10,2005

- 45 -

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|Name of Person(s)     | Date of Grant or  | Reason for Grant or   | # Shares | Exercise | Expiry Date      
|--------------------- | ----------------- | --------------------- | -------- | -------- | -----------------
|                      | Issuance          | Issuance              | Subject  | Price    |                  
|                      |                   |                       | to       | (Per     |                  
|                      |                   |                       | Issuance | Share)   |                  
|William J. Cavalluzzo | August 8, 2002    | Employee Stock Option | 175,000  | $0.83    | August 8, 2007   
|J. Garfield MacVeigh  | August 8, 2002    | Director Stock Option | 175,000  | $0.83    | August 8, 2007   
|David W. Adamson      | August 8, 2002    | Director Stock Option | 175,000  | $0.83    | August 8, 2007   
|Michael J. Gray       | August 8, 2002    | Director Stock Option | 175,000  | $0.83    | August 8, 2007   
|David R. Reid         | August 8, 2002    | Director Stock Option | 175,000  | $0.83    | August 8, 2007   
|Philip S. Martin      | July 18, 2003     | Director Stock Option | 225,000  | $0.84    | July 18, 2007    
|Peter G. Wong         | December 10, 2003 | Employee Stock Option | 300,000  | $1.45    | December 10, 2013
|David W. Adamson      | January 6, 2005   | Director Stock Option | 250,000  | $1.18    | January 6, 2010  
|J. Garfield MacVeigh  | January 6, 2005   | Director Stock Option | 250,000  | $1.18    | January 6, 2010  
|Michael J. Gray       | January 6, 2005   | Director Stock Option | 250,000  | $1.18    | January 6, 2010  
|William J. Cavalluzzo | January 6, 2005   | Employee Stock Option | 250,000  | $1.18    | January 6, 2010  
|Peter G. Wong         | January 6, 2005   | Employee Stock Option | 75,000   | $1.18    | January 6, 2010  
|Philip S. Martin      | January 6, 2005   | Director Stock Option | 150,000  | $1.18    | January 6, 2010  
|David R. Reid         | January 6, 2005   | Director Stock Option | 200,000  | $1.18    | January 6, 2010  
|John R. Brodie, FCA   | January 27, 2005  | Director Stock Option | 200,000  | $1.18    | January 27, 2010 
|Kevin D. Sherkin      | January 27, 2005  | Director Stock Option | 200,000  | $1.18    | January 27, 2010 

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 or a share option 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.

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 24, 2005, 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       | 7,769,915 (1)              | 13.68%    
|Carlos Pavao        | Exact number not available | 5.2 %(2)  

(1) Of these shares, 1,260,000 are held by family members of John Tognetti.

(2) Exact number of common shares not known.

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 10, 2005:

|Title of Class of | No. of Registered   |              | Shares Held by U.S. |                   
|----------------- | ------------------- | ------------ | ------------------- | ------------------
|Securities        | Holders Resident in | Total Shares | Residents           | Percentage Held by
|                  | the U.S.            | Outstanding  | (Registered)        | U.S. Residents    
|                  |                     |              |                     |                   
|Common Shares     | 8                   | 56,813,524   | 689,110             | 1.21%             

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

- 46 -

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B. Related Party Transactions

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

During 2004, the Company accrued or paid legal fees
aggregating $664,277 (including $254,471 for the Company's subsidiary Toquima)
(2003 - $291,791; 2002 - $293,568) to a law firm of which a partner is a
director (David R. Reid) of the Company. 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, 2004, this firm is owed $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 2004, this law firm also billed $53,920 legal fees to Africo
Resources Ltd., a subsidiary of the Company accounted for on an equity
investment basis.

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 common shares and pay $75,000 in cash on each of the next two
anniversary date 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. The Company and TLC had a common director
(Douglas B. Forster) at the time the Company entered into and completed this
option agreement.

The Company has entered into indemnity agreements with
directors J. Garfield MacVeigh, David W. Adamson, Michael J. Gray 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
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.

Since January 1, 2004, one insider of the Company has participated in the
Company's private placements. David Reid is an insider of the Company because he
is a director of the Company.

|Name          | Financing     | Security Type | Number | Purchase /     |            
|------------- | ------------- | ------------- | ------ | -------------- | -----------
|              |               |               |        | Exercise Price | Expiry Date
|David R. Reid | Dec. 23, 2004 |               |        |                |            
|              |               | Common shares | 71,500 | $1.40          | N/A        
|Director      | Flow Through  |               |        |                |            

C. Interests of Experts and Counsel

Not applicable.

- 47 -

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Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Financial Statements

Included under Item 17 are the Consolidated Financial
Statements of the Company (the "Financial Statements"), as at December 31, 2004
audited by De Visser Gray Chartered Accountants (formerly De Visser & Company),
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 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.

Since December 31, 2004 the date of the most recent financial statements, the
following significant changes have occurred to March 21, 2005:

Share Capital

- 



Mineral properties

- 

- 48 -

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> 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 a number of properties covered under the Redstar option
>   agreement.

- 

Investment in Africo

- 

Changes to the Board of Directors

- 

Item 9. The Offer and Listing

Trading History

The following table sets out the market price high and low of the common
shares on the TSX and TSX Venture Exchange within each of the periods indicated:

|                                 | High  | Low  
|-------------------------------- | ----- | -----
|                                 | Cdn$  | Cdn$ 
|Year ended December 31, 2000     | $0.70 | $0.25
|Year ended December 31, 2001     | $0.63 | $0.20
|Year ended December 31, 2002     | $1.85 | $0.59
|Year ended December 31, 2003     | $1.75 | $0.72
|Year ended December 31, 2004     | $1.73 | $1.13
|                                 |       |      
|                                 |       |      
|                                 | High  | Low  
|                                 | Cdn$  | Cdn$ 
|Quarter ended March 31, 2003     | $1.19 | $0.72
|Quarter ended June 30, 2003      | $0.94 | $0.77
|Quarter ended September 30, 2003 | $1.39 | $0.79
|Quarter ended December 31, 2003  | $1.75 | $1.12
|                                 |       |      
|                                 |       |      
|                                 | High  | Low  
|                                 | Cdn$  | Cdn$ 
|Quarter ended March 31, 2004     | $1.63 | $1.34
|Quarter ended June 30, 2004      | $1.73 | $1.13
|Quarter ended September 30, 2004 | $1.65 | $1.15
|Quarter ended December 31, 2004  | $1.53 | $1.20
|                                 |       |      
|                                 |       |      
|                                 | High  | Low  
|                                 | Cdn$  | Cdn$ 
|September 2004                   | $1.65 | $1.46
|October 2004                     | $1.53 | $1.40
|November 2004                    | $1.48 | $1.30
|December 2004                    | $1.30 | $1.20
|January 2005                     | $1.38 | $1.14
|February 2005                    | $1.26 | $1.16

- 49 -

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The Common shares of the Company began trading on the AMEX on September 8,
2004. The following table sets out the market price high and low of the common
shares on the AMEX within each of the periods indicated:

|               | High  | Low  
|-------------- | ----- | -----
|               | US$   | US$  
|September 2004 | $1.28 | $1.13
|October 2004   | $1.25 | $1.14
|November 2004  | $1.23 | $1.10
|December 2004  | $1.08 | $0.99
|January 2005   | $1.07 | $0.92
|February 2005  | $1.01 | $0.93

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.

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.

1. 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

- 50 -

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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
>   (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.

- 51 -

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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").

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
nonresident 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

- 52 -

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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.

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.

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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 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

- 54 -

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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. 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

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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").

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

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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-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.

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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.

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).

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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.

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

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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 SensitivityThe 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 SecuritiesNot applicable.





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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.

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Item 16B. Code of Ethics

The Company does not currently have a Code of Ethics. The Company received an
extension from AMEX to implement a Code of Ethics and Code of Conduct by July
31, 2005. The Company expects to implement them by the required date.

Item 16C. Principal Accountant Fees and Services

Audit Fees

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, 2004. The aggregate fees
billed by De Visser Gray Chartered Accountants for professional services
rendered for the audit of our annual financial statements included in this
Annual Report for the fiscal year ended December 31, 2004 were $19,500.

Audit Related Fees

For the fiscal year ended December 31, 2004, the aggregate
fees billed for assurance and related services by De Visser Gray Chartered
Accountants relating to our quarterly financial statements which are not
reported under the caption "Audit Fees" above, were $nil.

Tax Fees

For the fiscal year ended December 31, 2004, the aggregate fees billed for
tax compliance, tax advice and tax planning on United States tax matters by De
Visser Gray Chartered Accountants were $1,750.

All Other Fees

For the fiscal year ended December 31, 2004, the aggregate fees billed by De
Visser Gray Chartered Accountants for other non-audit professional services,
other than those services listed above, totaled $nil.

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 attached hereto as Exhibit 16.1 and available in print to any
shareholder who requests it.]

AMEX CORPORATE GOVERNANCE

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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.
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.



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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.





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RUBICON MINERALS CORPORATION

Consolidated Financial Statements 
(Stated in Canadian Dollars)

December 31, 2004



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|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 deferred property costs of Rubicon Minerals
Corporation as at December 31, 2004 and 2003 and the consolidated statements of
operations and deficit and cash flows for each of the years in the three year
period ended December 31, 2004. 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, 2004 and 2003 and the results of its operations and cash flow
for each of the years in the three year period ended December 31, 2003 in
accordance with generally accepted accounting principles in Canada.

"De Visser Gray"

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
March 7, 2005, except as to Note 13 
which is as of March 30, 2005



- 66 -

---



|RUBICON MINERALS
    CORPORATION                                    |   |                    |   |            
|------------------------------------------------------------------- | - | ------------------ | - | -----------
|Consolidated
    Balance Sheets                                     |   |                    |   |            
|(Stated in
    Canadian Dollars)                                    |   |                    |   |            
|                                                                    |   |                    |   |            
|                                                                    |   | As at December 31,
|                                                                    |   | 2004               |   | 2003       
|                                                                    |   |                    |   |            
|Assets                                                              |   |                    |   |            
|Current assets                                                      |   |                    |   |            
|Cash and cash
    equivalents                                       | $ | 6,941,848          | $ | 11,302,074 
|Amounts
    receivable                                              |   | 263,731            |   | 953,065    
|Prepaid expenses                                                    |   | 64,202             |   | 20,404     
|                                                                    |   | 7,269,781          |   | 12,275,543 
|                                                                    |   |                    |   |            
|Investments(note 4)                                                 |   | 3,177,783          |   | 366,833    
|Equipment- net of accumulated amortization of $92,004               |   |                    |   |            
|(2002 - $79,460)                                                    |   | 56,604             |   | 44,103     
|Deferred property costs(note 6)                                     |   | 19,815,494         |   | 17,276,818 
|                                                                    | $ | 30,319,662         | $ | 29,963,297 
|                                                                    |   |                    |   |            
|Liabilities                                                         |   |                    |   |            
|Current
    Liabilities                                             |   |                    |   |            
|Accounts payable and accrued
    liabilities                        | $ | 897,397            | $ | 729,966    
|                                                                    |   |                    |   |            
|                                                                    |   |                    |   |            
|Non-controlling interest(note 5)                                    |   | 474,340            |   | 682,594    
|                                                                    |   |                    |   |            
|Shareholders'
    equity                                            |   |                    |   |            
|Share capital
    (note 7)                                          |   | 39,184,721         |   | 35,911,629 
|Contributed
    surplus (note 7)                                    |   | 1,960,463          |   | 753,531    
|Deficit                                                             |   | (12,197,259)       |   | (8,114,423)
|                                                                    |   | 28,947,925         |   | 28,550,737 
|                                                                    | $ | 30,319,662         | $ | 29,963,297 
|                                                                    |   |                    |   |            
|See accompanying notes to the
    consolidated financial statements

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

- 67 -

---



|RUBICON MINERALS CORPORATION                                       
|-------------------------------------------------------------------
|Consolidated
    Statements of Operations and Deficit              
|(Stated in
    Canadian Dollars)                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Expenses                                                           
|Amortization                                                       
|Consulting                                                         
|Investor
    relations                                             
|Office                                                             
|Professional
    fees                                              
|Rent                                                               
|Salaries                                                           
|Stock-based
    compensation (notes 2 and 7)                       
|Telephone                                                          
|IPO costs of
    Subsidiary                                        
|Transfer agent
    and regulatory filing fees                      
|Travel and
    accommodation                                       
|Write-off of deferred property
    costs                           
|                                                                   
|Loss before
    other items:                                       
|Corporate
    capital tax expense                                  
|Gain on sale of
    investments (note 4)                           
|Interest and
    miscellaneous income                              
|Equity loss                                                        
|Allocation of subsidiary's loss
    to minority interest           
|                                                                   
|Net loss for the
    year                                          
|Deficit, beginning of year                                         
|Deficit, end of year                                               
|                                                                   
|Loss per share (note 9)                                            
|Weighted average number of common
    shares outstanding           
|                                                                   
|See
    accompanying notes to the consolidated financial statements

- 68 -

---



|RUBICON MINERALS
    CORPORATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------- | ---------- | ----------- | --------- | -----------
|Consolidated
    Statements of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                  |            |             |           |            
|(Stated in
    Canadian Dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | For the years ended December 31,
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | 2004                             |            | 2003        |           | 2002       
|Cash Provided by (Used for):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                                  |            |             |           |            
|Operating
    Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                  |            |             |           |            
|Net loss for the
    year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $ | (4,082,836)                      | $          | (2,312,394) | $         | (1,102,112)
|Adjustment for
    items which do not involve cash:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                                  |            |             |           |            
|Gain on sale
    of investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (694,769)                        |            | (19,703)    |           | -          
|Stock-based
    compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 1,100,980                        |            | 556,046     |           | 145,355    
|Allocation of
    subsidiary's loss to minority interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | (208,254)                        |            | -           |           | -          
|Equity loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 25,000                           |            | -           |           | -          
|Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 19,130                           |            | 12,543      |           | 9,895      
|Write-off of deferred property
    costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 1,928,106                        |            | 432,915     |           | 171,358    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | (1,912,643)                      |            | (1,330,593) |           | (775,504)  
|Changes in non-cash
    working capital components:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                                  |            |             |           |            
|Prepaid
    expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | (43,798)                         |            | (14,948)    |           | 1,407      
|Amounts
    receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | 689,334                          |            | (768,668)   |           | (63,598)   
|Accounts payable and accrued
    liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 167,431                          |            | 124,458     |           | 419,547    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | (1,099,676)                      |            | (1,989,751) |           | (418,148)  
|Investing Activities*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                  |            |             |           |            
|Deferred property
    costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | (9,027,662)                      |            | (9,728,862) |           | (7,936,059)
|Purchase of
    equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | (31,631)                         |            | (17,692)    |           | (21,334)   
|Purchase of
    investments (notes 4 and 5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | (4,004,193)                      |            | (300,000)   |           | -          
|Proceeds on sales
    of investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | 2,489,294                        |            | 33,737      |           | -          
|Cash acquired in capital
    transaction (note 5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | -                                |            | 714,031     |           | -          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | (10,574,192)                     |            | (9,298,786) |           | (7,957,393)
|Financing Activities*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                  |            |             |           |            
|Common shares
    issued for cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 3,628,330                        | 17,700,909 |             | 6,071,814
|Share issue costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | (413,658)                        |            | (1,238,338) |           | (272,716)  
|Recovery of
    property costs incurred                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | 3,857,365                        |            | 4,677,732   |           | 2,558,828  
|Management and administration fees
    received                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | 241,605                          |            | 290,342     |           | 168,895    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | 7,313,642                        |            | 21,430,645  |           | 8,526,821  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|Net cash (used)
    provided during the year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | (4,360,226)                      |            | 10,142,108  |           | 151,280    
|Cash and cash equivalents,
    beginning of year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | 11,302,074                       |            | 1,159,966   |           | 1,008,686  
|Cash and cash equivalents, end
    of year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | $ | 6,941,848                        | $          | 11,302,074  | $         | 1,159,966  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|*Supplemental
    Disclosure of Non-Cash Investing and Financing Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                  |            |             |           |            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|During the fiscal year ended December 31, 2004, the Company issued 123,827
    (2003 - 602,811; 2002 - 1,426,028) of its common shares at a value of
    $164,372 (2003 - $711,381; 2002 - $1,656,612), issued 195,064 broker
    warrants having a fair value of $118,417 and received 1,345,282 (2003 -
    1,356,948; 2002 - 125,000) common shares of other companies valued at
    $626,282 (2003 - $340,748; 2002 - $20,000) pursuant to the terms of property
    joint venture agreements. During the fiscal year ended December 31, 2002,
    the Company issued 100,000 stock options having a fair value of $52,130
    pursuant to the terms of a property acquisition agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|Refer also to notes 4, 5 and 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                  |            |             |           |            
|See
    accompanying notes to the consolidated financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 69 -

---



|RUBICON MINERALS CORPORATION                                   
|---------------------------------------------------------------
|Consolidated Statements of Deferred Property Costs             
|(Stated in Canadian Dollars)                                   
|                                                               
|                                                               
|                                                               
|                                                               
|CANADA                                                         
|ONTARIO                                                        
|RED LAKE MINING                                                
|DIVISION                                                       
|McFinley
    Property                                          
|Acquisition and
    option payments                            
|Exploration costs                                              
|Geological
    and geochemical                                 
|Drilling                                                       
|Geophysical                                                    
|Travel and
    accommodation                                   
|Other                                                          
|                                                               
|                                                               
|Other Red Lake
    Properties                                  
|Acquisition and
    option payments                            
|Exploration costs                                              
|Geological
    and geochemical                                 
|Drilling                                                       
|Geophysical                                                    
|Travel and
    accommodation                                   
|Other                                                          
|Administration fees
    (earned)                               
|                                                               
|                                                               
|McCuaig JV
    Project                                         
|Acquisition and
    option payments                            
|Exploration costs                                              
|Geological
    and geochemical                                 
|Drilling                                                       
|Geophysical                                                    
|Travel and
    accommodation                                   
|Other                                                          
|Administration fees
    (earned)                               
|                                                               
|                                                               
|English Royalty
    Division                                   
|Properties                                                     
|Acquisition and
    option payments                            
|Exploration costs                                              
|Geological
    and geochemical                                 
|Travel and
    accommodation                                   
|Other                                                          
|                                                               
|                                                               
|See accompanying notes to the consolidated financial statements

- 70 -

---



|RUBICON MINERALS CORPORATION                                       
|-------------------------------------------------------------------
|Consolidated Statements of Deferred Property Costs                 
|(Stated in Canadian
    Dollars)                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|ONTARIO (continued)                                                
|Other Ontario
    Properties                                       
|Acquisition and option
    payments                                
|Exploration costs                                                  
|Geological and
    geochemical                                     
|Geophysical                                                        
|Travel and accommodation                                           
|                                                                   
|                                                                   
|NEWFOUNDLAND                                                       
|GOLD PROPERTIES                                                    
|StarTrack Trend
    Properties                                     
|Acquisition and option
    payments                                
|Exploration costs                                                  
|Geological and
    geochemical                                     
|Drilling                                                           
|Geophysical                                                        
|Travel and
    accommodation                                       
|Other                                                              
|                                                                   
|                                                                   
|Golden Promise
    Trend                                           
|Properties                                                         
|Acquisition and option
    payments                                
|Exploration costs                                                  
|Geological and
    geochemical                                     
|Drilling                                                           
|Geophysical                                                        
|Travel and
    accommodation                                       
|Other                                                              
|Administration fees (earned)                                       
|                                                                   
|                                                                   
|Avalon Trend
    Properties                                        
|Acquisition and option
    payments                                
|Exploration costs                                                  
|Geological and
    geochemical                                     
|Drilling                                                           
|Travel and
    accommodation                                       
|Other                                                              
|Administration fees (earned)                                       
|                                                                   
|                                                                   
|Glenwood-Botwood
    Trend                                         
|Properties                                                         
|Acquisition and option
    payments                                
|Exploration costs                                                  
|Geological and
    geochemical                                     
|                                                                   
|Geophysical                                                        
|Travel and
    accommodation                                       
|Administration fees (earned)                                       
|                                                                   
|                                                                   
|See
    accompanying notes to the consolidated financial statements

- 71 -

---



|RUBICON MINERALS CORPORATION                                        |   |           |              |          |           |           |              |           |   |          |             
|------------------------------------------------------------------- | - | --------- | ------------ | -------- | --------- | --------- | ------------ | --------- | - | -------- | ------------
|Consolidated Statements of Deferred
    Property Costs              |   |           |              |          |           |           |              |           |   |          |             
|(Stated
    in Canadian Dollars)                                    |   |           |              |          |           |           |              |           |   |          |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|                                                                    |   |           |              |          | Write-off |           |              |           |   |          |             
|                                                                    |   | Balance   |              | Gross    |           | or        |              | Balance   |   | Gross    | Write-off or
|                                                                    |   | December  | Expenditures | Recovery |           | December  | Expenditures | Recovery  |   | December
|                                                                    |   | 31, 2002  |              | 2003     |           | 2003      |              | 31, 2003  |   | 2004     |             
|NEWFOUNDLAND                                                        |   |           |              |          |           |           |              |           |   |          |             
|GOLD
    PROPERTIES(continued)                                      |   |           |              |          |           |           |              |           |   |          |             
|New
    World Trend Property                                        |   |           |              |          |           |           |              |           |   |          |             
|Acquisition and option payments                                     | $ | 35,040    | $            | (18,950) | $         | -         | $            | 16,090    | $ | 53,600   | $           
|Exploration costs                                                   |   |           |              |          |           |           |              |           |   |          |             
|Geological and geochemical                                          |   | 85,357    |              | 148,522  |           | -         |              | 233,879   |   | 69,566   |             
|                                                                    |   |           |              |          |           |           |              |           |   | 567      |             
|Travel and accommodation                                            |   | 1,766     |              | 51       |           | -         |              | 1,817     |   | 43       |             
|                                                                    |   | 122,163   |              | 129,623  |           | -         |              | 251,786   |   | 123,776  |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|GNP
    Trend Property                                              |   |           |              |          |           |           |              |           |   |          |             
|Acquisition and option payments                                     |   | 117,071   |              | (82,900) |           | -         |              | 34,171    |   | -        |             
|Exploration costs                                                   |   |           |              |          |           |           |              |           |   |          |             
|Geological and geochemical                                          |   | 25,010    |              | 2,247    |           | -         |              | 27,257    |   | -        |             
|Travel and accommodation                                            |   | 3,373     |              | -        |           | -         |              | 3,373     |   | -        |             
|                                                                    |   | 145,454   |              | (80,653) |           | -         |              | 64,801    |   | -        |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|NEWFOUNDLAND                                                        |   |           |              |          |           |           |              |           |   |          |             
|Base
    Metal Properties                                           |   |           |              |          |           |           |              |           |   |          |             
|Acquisition and option payments                                     |   | 266,157   |              | 64,773   |           | (46,039)  |              | 284,891   |   | 104,543  |             
|Exploration costs                                                   |   |           |              |          |           |           |              |           |   |          |             
|Geological and geochemical                                          |   | 511,960   |              | 87,010   |           | (208,562) |              | 390,408   |   | 100,984  |             
|Drilling                                                            |   | 538,236   |              | 1,757    |           | (23,825)  |              | 516,168   |   | 122,758  |             
|Geophysical                                                         |   | 169,913   |              | 16,194   |           | (16,205)  |              | 169,902   |   | 1,316    |             
|Travel and accommodation                                            |   | 39,580    |              | 10,286   |           | (16,596)  |              | 33,270    |   | 6,689    |             
|Other                                                               |   | 9,612     |              | 208      |           | (726)     |              | 9,094     |   | -        |             
|Administration fees (earned)                                        |   | (84,947)  |              | -        |           | -         |              | (84,947)  |   | -        |             
|                                                                    |   | 1,450,511 |              | 180,228) |           | (311,953) |              | 1,318,786 |   | 336,290  |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|BRITISH
    COLUMBIA                                                |   |           |              |          |           |           |              |           |   |          |             
|Axelgold and Thumb Peak                                             |   |           |              |          |           |           |              |           |   |          |             
|Acquisition and option payments                                     |   | 434,571   |              | 1,267    |           | -         |              | 435,838   |   | -        |             
|Exploration costs                                                   |   |           |              |          |           |           |              |           |   |          |             
|Geological and geochemical                                          |   | 59,041    |              | (326)    |           | -         |              | 58,715    |   | 601      |             
|Drilling                                                            |   | 1,099     |              | -        |           | -         |              | 1,099     |   | 151      |             
|Travel and accommodation                                            |   | 2,921     |              | 22       |           | -         |              | 2,943     |   | -        |             
|Administration fees (earned)                                        |   | (63,860)  |              | -        |           | -         |              | (63,860)  |   | -        |             
|                                                                    |   | 433,772   |              | 963      |           | -         |              | 434,735   |   | 752      |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|NUNAVUT, BAFFIN ISLAND                                              |   |           |              |          |           |           |              |           |   |          |             
|Incognita
    Joint Venture Property                                |   |           |              |          |           |           |              |           |   |          |             
|Acquisition and option payments                                     |   | 84,048    |              | -        |           | -         |              | 84,048    |   | 65,000   |             
|Exploration costs                                                   |   |           |              |          |           |           |              |           |   |          |             
|Geological and geochemical                                          |   | 83,759    |              | 5,742    |           | (2,404)   |              | 87,097    |   | (66,677) |             
|Drilling                                                            |   | 32,758    |              | -        |           | -         |              | 32,758    |   | 97,050   |             
|Geophysical                                                         |   | 14,151    |              | -        |           | -         |              | 14,151    |   | -        |             
|Travel and accommodation                                            |   | 4,294     |              | -        |           | -         |              | 4,294     |   | 8,000    |             
|Other                                                               |   | 354       |              | -        |           | -         |              | 354       |   | 22,178   |             
|Administration fees (earned)                                        |   | (197,520) |              | -        |           | (88)      |              | (197,608) |   | -        |             
|                                                                    |   | 21,844    |              | 5,742    |           | (2,492)   |              | 25,094    |   | 125,551  |             
|                                                                    |   |           |              |          |           |           |              |           |   |          |             
|See accompanying notes to the
    consolidated financial statements |   |           |              |          |           |           |              |           |   |          |             

- 72 -

---



|RUBICON MINERALS CORPORATION                      
|--------------------------------------------------
|Consolidated Statements of Deferred Property Costs
|(Stated in Canadian Dollars)                      
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|UNITED STATES OF AMERICA                          
|ALASKA (note 9)                                   
|Palmer Property                                   
|Acquisition and
    option payments               
|Exploration costs                                 
|Geological and
    geochemical                    
|Drilling                                          
|Travel and
    accommodation                      
|Other                                             
|Administration fees
    (earned)                  
|                                                  
|                                                  
|ARIZONA                                           
|Yuma King
    Property                            
|Acquisition and
    option payments               
|Exploration costs                                 
|Geological and
    geochemical                    
|Travel and accommodation                          
|                                                  
|                                                  
|NEVADA (note 5)                                   
|Other Properties                                  
|Acquisition and
    option payments               
|Exploration costs                                 
|Geological and geochemical                        
|                                                  
|                                                  
|Deferred Property Costs                           

|                                                                                       |   |           |   |          
|-------------------------------------------------------------------------------------- | - | --------- | - | ---------
|Property Costs
    Written-off                                                         |   |           |   |          
|                                                                                       |   |           |   |          
|The composition of
    the write-off figures by property classification is as follows: |   |           |   |          
|                                                                                       |   |           |   |          
|                                                                                       |   | 2004      |   | 2003     
|Other Red Lake
    Properties                                                          | $ | 226,527   | $ | 6,457    
|Other Ontario                                                                          |   | 121,716   |   | -        
|Newfoundland Base
    Metal Properties                                                 |   | 446,942   |   | 398,368  
|Other Newfoundland
    Properties                                                      |   | 493,817   |   | 26,695   
|Nunavut Properties                                                                     |   | 150,645   |   | -        
|British Columbia
    Properties                                                        |   | 435,487   |   | -        
|Other Properties                                                                       |   | 52,972    |   | 1,395    
|Total costs written-off                                                                |   | 1,928,106 |   | 432,915  
|Aggregate cost recoveries and
    administration fees received                         |   | 4,725,252 |   | 4,968,074
|Gross write-offs and recoveries                                                        | $ | 6,653,358 | $ | 5,400,989
|                                                                                       |   |           |   |          
|See accompanying
    notes to the consolidated financial statements                    |   |           |   |          

- 73 -

---

RUBICON MINERALS CORPORATIONNotes 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.

2.

> 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 10, these principles differ in certain respects from
>   principles and practices generally accepted in the United States ("US").
>   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 subsidiaries - Toquima Minerals
>   Corporation at December 31, 2004 and 2003 and Rubicon Minerals USA Inc. as at
>   the 2002 year end. The investment in Africo Resources Ltd. is accounted for on
>   an equity basis.
>   All intercompany balances have been eliminated.Deferred Property CostsAcquisition, option payments and direct exploration costs
>   are deferred until the properties are placed into production, sold or
>   abandoned, at which time theses deferred costs will either be amortized on a
>   unit-of-production basis, charged to operations if sold, or written-off.
>   Deferred 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 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.Use of EstimatesThe 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.EquipmentEquipment 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. Leasehold improvements are amortized on a straight-line basis over
>   10 years.
>   - 74 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

> 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.
>   Financial Instruments and Financial Risk
>   The Company's financial instruments consists of current assets and current
>   liabilities, the fair values of which approximate their carrying amounts due
>   to the short-term nature of these instruments.
>   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.
>   Share Capital
>   Common shares issued for non-monetary consideration are
>   recorded at the 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 and 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. These Recommendations were first applied on a
>   prospective basis to all awards granted on or after January 1, 2002. They
>   established standards for the recognition, measurement and disclosure of stock
>   option-based compensation and other stock based payments made in exchange for
>   goods and services.
>   As amended by the CICA during the comparative year, 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
>   warrants is recorded as share capital. The related contributed surplus
>   originally recognized when the options were granted, is transferred to share
>   capital.
>   Income Taxes
>   The Company accounts for 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.
>   The Company's accounting policy for future income taxes currently had no
>   effect on the financial statements of any of the fiscal years presented.

- 75 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

> 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, 2004, the Company does not have any asset retirement obligations.
>   Environmental Expenditures
>   
>   The operations of the Company have been, and may in the
>   future be, affected from time to time in varying degree by changes in
>   environmental regulations, including those for site restoration costs. Both
>   the likelihood of new regulations and their overall effect upon the Company
>   vary greatly from country to country and are not predictable. The Company's
>   policy is to meet or, if possible, surpass environmental standards set by
>   relevant legislation by the application of technically proven and economically
>   feasible measures.
>   Environmental expenditures that relate to ongoing
>   environmental and reclamation programs are charged against operations as
>   incurred or capitalized and amortized depending on their expected future
>   economic benefit. Estimated future removal and site restoration costs are
>   recognized when the ultimate liability is reasonably determinable, and are
>   charged against operations over the estimated remaining life of the related
>   business operations, net of expected recoveries.

3.
RELATED PARTY TRANSACTIONS

> During 2004, the Company accrued or paid legal fees
>   aggregating $664,277 (including $254,471 for the Company's subsidiary Toquima)
>   (2003 - $291,791; 2002 - $293,568) to a law firm of which a partner is a
>   director of the Company. 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, 2004, this firm is owed $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 2004, this law firm also billed $53,920 legal fees to Africo Resources
>   Ltd., a subsidiary of the Company accounted for on an equity investment basis.
>   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 common shares and pay $75,000 in cash on each of
>   the next two anniversary date 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. The Company and TLC had a
>   common director at the time the Company entered into and completed this option
>   agreement.

4. INVESTMENTS

> At December 31, 2004, the Company owned common shares in public and private
>   companies as follows:
>   
>   2004
>       
>       
>       2003Aggregate
>       
>       Market
>       Aggregate
>       
>       MarketCost
>       
>       Value
>       Cost
>       
>       Value$
>       
>       $Public
>       companies
>       814,414
>       
>       611,927
>       351,958
>       
>       388,136)Private companies
>       2,363,369
>       (a)
>       -*)
>       14,875
>       
>       -*3,177,783
>       
>       611,927
>       366,833
>       
>       388,136)*
>       - The fair value of each outstanding common share of these private
>       companies is not readily determinable

> 

- 76 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

4.

> (a)
>   Investment in Africo
>   Resources Ltd. ("Africo")
>   
>   During 2004, the Company acquired a 60% interest in
>     Africo, a British Columbia private company and subsequently resold part of
>     its investment in Africo for a gain of $684,174. As at December 31, 2004,
>     the Company owned 35.6% of Africo with a book value of $2,363,369 (net of
>     equity loss).
>     Africo controls an option to acquire a 75% interest in a copper-cobalt
>     resource located in the Democratic Republic of Congo.

5.

> On December 17, 2003, the Company exchanged all of its
>   shares of its wholly-owned subsidiary Rubicon Minerals USA. Inc. ("Rubicon
>   USA"), the sole asset of which is the Palmer property located in Alaska, USA.,
>   in consideration for 4.8 million shares of Toquima Minerals Corporation (formerly
>   650261 BC Ltd., "Toquima"), a private British Columbia corporation
>   which was then also a wholly-owned subsidiary of the Company. On December 23,
>   2003, the Company exchanged its interest in Fremont Minerals Corporation
>   ("Fremont"), a private Nevada corporation which holds certain mineral property
>   interests in that State (an interest which the Company acquired earlier in
>   2003 for $300,000 in cash) in consideration for an additional 1.2 million
>   common shares of Toquima. At December 31, 2004, the Company held a 60.3% (2003
>   - 60.3%) interest in the outstanding common share capital of Toquima.
>   The Company's interest in Toquima is considered to be a
>   single purchase of a controlling interest at an effective date of December 31,
>   2003, with the consideration, based on the carrying amount of the Company's
>   aggregate investment in Rubicon USA and Fremont, allocated to identifiable
>   assets and liabilities as follows:

|                                                           |   | 2003      
|---------------------------------------------------------- | - | ----------
|Cash                                                       | $ | 714,031)  
|Mineral
      property costs:                              |   |           
|Palmer property                                            |   | 1,760,069)
|Nevada
      properties                                    |   | 369,783)  
|Liabilities
      assumed                                  |   | *(101,219)
|Net assets
      acquired                                  | $ | 2,742,664)
|                                                           |   |           
|*
      - 49,583 of this amount was payable to the Company

> As at December 31, 2003, the Company recognized a non-controlling interest
>   in the net assets of Toquima in the amount of $682,594.

6. 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.

- 77 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

6. PROPERTY
INTERESTS(continued)

> CANADA

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.

Goldcorp Option Agreement

The Company has optioned up to a 70% interest in the 543
  claims 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 319 claims (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 224 claims 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 115 unpatented mining
  claims, 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 15th of each year.

Red Lake West Property

The Company acquired a 100% interest in 90 unpatented mining claims 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.

- 78 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

6.

> CANADA

Red Lake East Property

The Company acquired a 100% interest in 454 unpatented claim 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 13 unpatented
  mining claims 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 this property to Kings Bay Gold. See
  Note 13.

Humlin Property

The Company acquired a 100% interest in 13 unpatented mining claims 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.

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 81 unpatented mining
  claim units located in the Bateman and Blackbear townships

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 ($20,000 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.

McCuaig JV Property

The Company earned a 60% interest in three unpatented
  mining claims 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.

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
  Rubicon'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.

> 

- 79 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

6.

> CANADA

Redstar Option Agreement
  (continued)

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 Rubicon 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. See Note
  13.

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 underlying interests to
  74 mineral properties pursuant to the terms of the ERD described below and an
  additional 11 mineral properties for no additional consideration. The majority
  of the mineral properties are located in the Red Lake Mining Division. The
  Company made the initial acquisition when it purchased underlying title to 63
  mineral properties located principally in the Red Lake Mining Division in
  consideration for a cash payment of $500,000 and the issuance of 250,000
  common shares. Fourteen of the 74 properties were subject to agreements
  involving the Company as optionee, including Red Lake West, Humlin West, Red
  Lake East, MacKenzie, Coli Lake, Pipestone East, Pipestone South, Pipestone
  North, East Bay, Slate Bay English, Hammell Lake and Wolf Bay. Accordingly,
  this agreement reduced the Company's aggregate property payments due under
  these pre-existing options by $414,000, including $132,000 ($125,000 in 2004
  and $9,000 in 2003).

During 2003 and 2004, the Company recorded cash and share
  receipts (before costs) of $1,032,738 in connection with third party option
  payments received pursuant to the ERD. As at December 31, 2004, the Company
  held NSRs and/or expected option payments on 51 mineral properties.

NEWFOUNDLAND

Golden Promise Trend Properties

The Company acquired a 100% interest in approximately 1,998
  claims by map staking and an additional 978 claims were acquired under option
  from a third party (or fall within an area of interests with the third party)
  with the Company able to obtain a 100% interest in the claims through 6 option
  agreements by making cumulative cash payments of $464,000 ($218,100 paid) and
  common share issuances of 195,000 over four years (55,000 shares issued and
  also $40,000 paid in lieu of 30,000 shares). Rubicon has also granted a 1.5% -
  2.5% NSR royalties on the optioned claims and has the right to buy back 0.5% -
  1.5% of the NSRs for $1,250,000 - $1,500,000 at any time

> 

- 80 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

6. PROPERTY INTERESTS(continued)

> CANADA

Golden Promise Trend Properties(continued)

> Option Agreement with Placer Dome

The Company has 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.



The Company has optioned seven mineral licenses known as
    the Victoria Lake Property (South Golden Promise area properties) to
    Crosshair Exploration Mining Corp. ("Crosshair") in consideration for
    Crosshair incurring $1.75 million in exploration expenditures and issuing
    400,000 common shares (200,000 issued) to the Company.

Glenwood-Botwood Gold Trend (includes H-Pond)

The Company has entered into eight option agreements with
  prospectors to earn a 100% interest in a total of 1,211 claims for aggregate
  consideration of $614,000 ($330,000 paid) in cash and the issuance of 252,000
  common shares, of which 74,000 common shares can be paid in cash in the amount
  of $74,000 (123,000 issued, $24,000 paid) over four years, and the granting of
  2% NSRs of which 1% can be purchased for varying amounts between $1 million to
  $2.5 million at any time. The Company also has a 100% interest in an
  additional 2,340 claims acquired by staking. Claims subject to option
  agreements with third parties are as follows:

> Wings Point and Glenwood
>     Option Agreements with Crosshair
>     
>     The Company has optioned a 60% interest in approximately
>     six mineral licenses known as the Wings Point Property, 11 mineral licenses
>     known as the Glenwood Break Property to Crosshair Exploration Mining Corp.
>     ("Crosshair") in consideration for Crosshair incurring $1.5 million and $2.0
>     million respectively in exploration expenditures and issuing 800,000 common
>     shares (400,000 issued) to the Company.
>     
>     Huxter Lane Joint Venture
>     Agreement with Meridian Gold
>     
>     During the year ended December 31, 2004, the Company
>     optioned four mineral licenses known as 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 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.

Avalon Gold Trend

The Company has four option agreements pursuant to which it
  may earn a 100% interest in a total of 550 claims for aggregate consideration
  of $315,000 ($178,000 paid) in cash and the issuance of the share equivalent
  of $60,000 ($35,002 paid) over a four year period, and the granting of NSR
  royalties ranging form 2% to 3% of which portions can be purchased for
  $1,000,000 to $2,000,000 for each option agreement. In February 2004, the
  Company entered into an agreement with IAMGold Corporation ("IAMGold"),
  whereby IAMGold can earn an initial 55% interest in these claims by spending
  $3,000,000 over a four-year period, including $500,000 before February 2005
  (completed). Subsequent to December 31, 2004, IAMGold terminated the option on
  the project. See note 13.

New World Gold Trend

The Company has entered into an agreement on the New World
  Property to earn a 100% interest in 380 claims for aggregate cash
  consideration of $57,000 over four years ($37,000 paid) and the issuance of an
  aggregate of 45,000 common shares (25,000 issued) over three years. The owners
  were granted a 2.0% NSR of which 50% of the royalty can be purchased by the
  Company for $1,000,000.

Star Track Gold Trend

The Company holds an option agreement pursuant to which it
  may earn a 100% interest in a total of 182 claims for aggregate consideration
  of $122,000 ($62,000 paid) in cash and the issuance of 200,000 (120,000
  issued) shares over a four year period. The Company is required to grant a 2%
  NSR royalty of which 50% can be purchased for $1,000,000.

- 81 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

6. PROPERTY INTERESTS(continued)

> CANADA

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. 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 Note 3.

Seal Bay Property

The Company has an option to acquire a 65% interest in two
  mineral licenses by incurring total exploration expenditures of $700,000
  ($495,000 expended). The Company and the optionor will form a joint venture
  when the Company completes its option. The optionor may elect to increase its
  interest in the property to 49% by spending an additional $300,000 on
  exploration within one year of the Company earning its 65% interest.

West Cleary Property

The Company earned a 51% interest in a mineral license by incurring
  exploration expenditures of $81,387.

UNITED STATES OF AMERICA ALASKA

Palmer Property

The Company's 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 the Company 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. The Company 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.

During the comparative year, the Company effectively vended a
  non-controlling interest in the Palmer property. It retains an Right o f first
  offer if the current owner chooses to option the property. Refer to note 5.

> 

- 82 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

7.

> a) Authorized share capital consists of 250,000,000 common shares without
>   par value.
>   2004
>       2003
>       
>       2002Number of
>       
>       Number of
>       
>       Number ofShares
>       $
>       Shares
>       $
>       Shares
>       $Balance,
>       beginning of year
>       52,184,631
>       35,911,629
>       34,032,251
>       18,737,677
>       23,398,867
>       11,281,967Private
>       placements
>       (1)2,093,412
>       (3)2,398,702
>       (2)13,979,329
>       (4)14,389,958
>       5,368,463
>       (5)3,568,885Mineral
>       properties
>       123,827
>       164,372
>       602,811
>       711,381
>       1,426,028
>       1,656,612Stock
>       options exercised
>       79,000
>       (6)80,685
>       1,547,500
>       583,125
>       167,500
>       64,725Warrants exercised
>       525,161
>       629,333
>       2,022,740
>       1,489,488
>       3,671,393
>       2,165,488Balance, end of year
>       55,006,031
>       39,184,721
>       52,184,631
>       35,911,629
>       34,032,251
>       18,737,677(1)
>       2,093,412 (Year 2003 - 2,000,000) shares were issued under a flow-through
>       share purchase agreement.(2)
>       2,000,000 shares were issued under a flow-through share purchase agreement(3)
>       Net
>       of issue costs of $532,075(4)
>       Net
>       of issue costs of $1,238,338 ($562,199 - year 2004)(5)
>       Net
>       of issue costs of $272,716(6)
>       Inclusive of the original $12,465 fair value of these options allocated to
>       share capital on exerciseb)

The following is a summary of the changes in the Company's outstanding
  stock options for the 2004, 2003 and 2002 fiscal years.

|                                                                                                                                                                                                                                                                                                                         | 2004      | 2003     | 2002       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | -------- | -----------
|                                                                                                                                                                                                                                                                                                                         |           | Weighted |            
|                                                                                                                                                                                                                                                                                                                         | Number of | Average  | Number of  
|                                                                                                                                                                                                                                                                                                                         | Shares    | Exercise | Shares     
|                                                                                                                                                                                                                                                                                                                         |           | Price    |            
|                                                                                                                                                                                                                                                                                                                         |           | $        |            
|Balance at
      beginning of year **                                                                                                                                                                                                                                                                                    | 2,440,000 | 1.00     | 3,117,500  
|Granted                                                                                                                                                                                                                                                                                                                  | 1,435,000 | 1.35     | 895,000    
|Exercised                                                                                                                                                                                                                                                                                                                | (79,000)  | 0.86     | (1,547,500)
|Expired/Cancelled                                                                                                                                                                                                                                                                                                        | (309,375) | 1.31     | (25,000)   
|Outstanding and exercisable at
      end of                                                                                                                                                                                                                                                                              |           |          |            
|fiscal year *, **                                                                                                                                                                                                                                                                                                        | 3,486,625 | 1.11     | 2,440,000  
|                                                                                                                                                                                                                                                                                                                         |           |          |            
|*
      At December 31, 2004, the weighted-average remaining contractual life of
      stock options outstanding is 3.88
      years.
      ** 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.

> The
>       Company has recorded stock-based compensation included with financial
>       statement line items, as follows:2004
>       2003
>       
>       2002Balance at beginning of year
>       $
>       753,531)
>       $
>       197,485
>       $
>       -Stock-based
>       compensation
>       
>       1,100,980)
>       
>       556,046
>       
>       145,355Mineral
>       properties
>       
>       -)
>       
>       -
>       
>       52,130Share issuance
>       costs
>       
>       118,417)
>       
>       -
>       
>       -Fair value of
>       stock options allocated to shares issued on
>       
>       (12,465)exercise
>       
>       
>       
>       -
>       
>       -Balance at end of year
>       $
>       1,960,463)
>       $
>       753,531
>       $
>       197,485

- 83 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

7.

> In 2002, if the Company had accounted for the stock options granted to
>   directors and employees using the fair value method the pro-forma effect on
>   net loss per share would be as follows:
>   Net loss for
>       the year
>       
>       2002As reported
>       $
>       1,102,112)Additional compensation expense
>       
>       383,468)Pro-forma net loss for the year
>       $
>       1,485,580)Loss per shareAs reported
>       $
>       (0.04)Pro-forma
>       $
>       (0.05)The fair value of options included in the expense figures
>   and in the pro-forma information above for 2002, has been estimated using the
>   Black-Scholes Option Pricing Model based on the following assumptions: a risk
>   free interest rate 4.5 to 5.0% (2003 - 5%; 2002 - 2.5%); expected lives of 2
>   to 5 years (2003 - 2 to10 years; 2002 - 1 1⁄2 to 5 years); an expected
>   volatility of 65.12 to 80.62 % (2003 - 50%; 2002 - 26%); and no expectation
>   for the payment of dividends.
>   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, 2004Type of Issue
>       
>       Number Outstanding
>       Exercise Price or
>       Expiry DatePrice Range$Stock Options
>       
>       75,000
>       0.87
>       01/17/05**
>       125,000
>       0.76
>       02/15/05100,000
>       1.15
>       07/09/07200,000
>       1.16
>       06/08/07225,000
>       0.84
>       07/18/071,187,000
>       0.83
>       08/08/07759,625
>       1.48
>       01/27/0920,000
>       1.30
>       07/12/09415,000
>       1.21
>       12/31/0920,000
>       1.17
>       10/20/1330,000
>       1.18
>       10/21/1330,000
>       1.35
>       11/03/13300,000
>       1.45
>       12/10/13Total Stock Options
>       ***
>       3,361,625Warrants
>       
>       2,031,650
>       1.25
>       02/20/05212,033
>       1.05
>       02/20/05403,930
>       1.25
>       2/26/05100,000
>       1.25
>       03/04/056,960
>       1.05
>       03/04/055,029,029
>       1.25
>       08/22/05713,736
>       1.05
>       08/22/05159,350
>       1.40
>       12/23/0735,714
>       1.40
>       12/30/07Total Warrants
>       ***
>       8,692,402** 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. 
>   *** Subsequent to December 31, 2004, additional options were granted and
>   options and warrants were exercised, cancelled or expired. See note 13.

- 84 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

8.

> 





9.

> 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.



- 85 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

10.        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING 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 (f) provide a summary of the impact on
>   these financial statements that would result from the application of US
>   accounting principles to deferred property costs.

|                                                                        |   | December 31,
|----------------------------------------------------------------------- | - | ------------
|                                                                        |   | 2004        
|a)
      Assets                                                         |   |             
|Deferred
      Property Costs                                           |   |             
|Deferred
      property costs following Canadian GAAP                   | $ | 19,815,494  
|Less deferred property
      costs                                      |   | (19,815,494)
|Deferred property costs
      following US GAAP                         | $ | -           
|                                                                        |   |             
|b)
      Operations                                                     |   |             
|Net loss
      following Canadian GAAP                                  | $ | (4,082,836) 
|Deferred
      property costs expensed under US GAAP                    |   | (4,466,782) 
|Deferred
      property costs written-off under Canadian GAAP           |   | 1,928,106   
|Income from sale of tax
      benefits under US GAAP                    |   | 367,665     
|Net loss under US GAAP                                                  | $ | (6,253,847) 
|                                                                        |   |             
|c)
      Deficit                                                        |   |             
|Closing
      deficit following Canadian GAAP                           | $ | (12,091,259)
|Adjustment to deficit for
      accumulated costs expensed under US     |   | (18,911,209)
|Closing deficit under US
      GAAP                                     | $ | (31,002,468)
|                                                                        |   |             
|d)
      Cash Flows - Operating
      Activities                        |   |             
|Cash
      applied to operations under Canadian GAAP                    | $ | (1,099,676) 
|Add net
      loss following Canadian GAAP                              |   | 4,082,836   
|Less net
      loss following US GAAP                                   |   | (6,253,847) 
|Less other
      write down taken under Canadian GAAP                   |   | (1,928,106) 
|Add non-cash property
      expenditures expensed under US GAAP         |   | (461,910)   
|Cash applied to operations
      under US GAAP                          | $ | (5,660,703) 
|                                                                        |   |             
|e)
      Cash Flows - Investing
      Activities                        |   |             
|Cash
      applied to investments under Canadian GAAP                   | $ | (10,574,192)
|Add cash property costs
      expensed under US GAAP                    |   | 9,099,621   
|Cash applied to
      investments under US GAAP                         | $ | (1,474,571) 
|                                                                        |   |             
|f)
      Cash Flows - Financing
      Activities                        |   |             
|Cash
      received from financing activities under Canadian GAAP       | $ | 7,313,642   
|Less:
      exploration recoveries included in income under US GAAP     |   | (4,170,929) 
|Less: premiums on
      flow-through share issuances included in income |   | (367,665)   
|Cash received from
      financing activities under US GAAP             | $ | 2,775,048   

- 86 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

10.        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (GAAP) (continued)

> OTHER DIFFERENCES BETWEEN CANADIAN AND US GAAP

g)

Under Canadian GAAP, shares held in escrow are included in the calculation
  of loss per share. Under US GAAP, shares held in escrow are excluded from the
  weighted-average number of shares outstanding until such shares are released
  for trading.

Additionally, Statement of Financial Accounting Standards
  No. 128: Earnings per Share ("SFAS 128") replaces the presentation of primary
  earnings per share ("EPS") with a presentation of both basic and diluted EPS
  for all entities with complex capital structures including a reconciliation of
  each numerator and denominator. Basic EPS excludes dilutive securities and is
  computed by dividing income available to common stockholders by the
  weighted-average number of common shares outstanding in the year. Diluted EPS
  reflects the potential dilution that could occur if dilutive securities were
  converted into common stock and is computed similarly to fully-diluted EPS
  pursuant to previous accounting pronouncements. SFAS 128 applies equally to
  loss per share presentations.

The following is a reconciliation of the numerators and denominators of the
  basic and diluted loss per share calculations:

|                                                           |   | 2004        |   | 2003        |   | 2002       
|---------------------------------------------------------- | - | ----------- | - | ----------- | - | -----------
|                                                           |   |             |   |             |   |            
|Numerator: Net loss for the year under US GAAP             | $ | (6,253,847) | $ | (6,851,099) | $ | (7,827,832)
|Denominator:
      Weighted-average number of shares under |   |             |   |             |   |            
|Canadian GAAP                                              |   | 52,919,912  |   | 43,240,383  |   | 31,010,908 
|Adjustment
      required under US GAAP (escrow shares)    |   | (50,000)    |   | (21,260)    |   | -          
|Weighted-average number of shares under US GAAP            |   | 52,869,912  |   | 43,219,123  |   | 31,010,908 
|Basic and
      diluted loss per share under US GAAP       | $ | (0.12)      | $ | (0.16)      | $ | (0.25)     

h)

> 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 Loss - December 31, 2001
>         $
>         500)Other
>         Comprehensive Income - 2002
>         
>         (813)Accumulated
>         Other Comprehensive Income - December 31, 2002
>         $
>         (313)Other
>         Comprehensive Income - 2003
>         
>         36,491)Accumulated
>         Other Comprehensive Income - December 31, 2003
>         $
>         36,178)Other
>         Comprehensive Loss - 2004
>         
>         (238,665)Accumulated
>         Other Comprehensive Income - December 31, 2004
>         $
>         (202,487)

- 87 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (continued)

> OTHER DIFFERENCES BETWEEN CANADIAN AND US GAAP



> 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: (Refer also to note 10(f)).
>     2004
>         
>         2003
>         
>         2002Deferred tax benefit
>         $
>         367,665
>         $
>         480,000
>         $
>         -The Company's share capital balance under Canadian GAAP would be
>         impacted as follows by the pro-forma application of this US GAAP
>         standard:2004
>         
>         2003
>         
>         2002Share capital under Canadian
>         GAAP
>         $
>         39,172,256
>         $
>         35,911,629
>         $
>         18,737,677Deferred tax
>         benefit included in income under US GAAP- 1999
>         
>         (24,436)
>         
>         (24,436)
>         
>         (24,436)Deferred tax
>         benefit included in income under US GAAP - 2000
>         
>         (134,000)
>         
>         (134,000)
>         
>         (134,000)Deferred tax
>         benefit included in income under US GAAP - 2003
>         
>         (480,000)
>         
>         (480,000)
>         
>         -Deferred tax benefit included
>         in income under US GAAP - 2004
>         
>         (367,665)
>         
>         -
>         
>         -Share capital under US GAAP
>         $
>         38,166,155
>         $
>         35,273,193
>         $
>         18,579,241iii)InvestmentsUnder 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:
>     2004
>         
>         2003
>         
>         2002Investments
>         under Canadian GAAP
>         $
>         3,197,783
>         $
>         366,833
>         $
>         40,119Other Comprehensive Income under US GAAP
>         - 1999
>         
>         1,500
>         
>         1,500
>         
>         1,500Other Comprehensive Loss under US GAAP -
>         2000
>         
>         (6,101)
>         
>         (6,101)
>         
>         (6,101)Other Comprehensive Income under US GAAP
>         - 2001
>         
>         5,101
>         
>         5,101
>         
>         5,101Other Comprehensive Loss under US GAAP -
>         2002
>         
>         (813)
>         
>         (813)
>         
>         (813)Other Comprehensive Income under US GAAP
>         - 2003
>         
>         36,491
>         
>         36,491
>         
>         -Other
>         Comprehensive Loss under US GAAP - 2004
>         
>         (238,665)
>         
>         -
>         
>         -Investments under US GAAP
>         $
>         2,995,296
>         $
>         403,011
>         $
>         39,806

- 88 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated
Financial Statements(Stated in Canadian Dollars)

11.

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

12.        INCOME TAXES

> At December 31, 2004, the Company had non-capital losses of
>   approximately $5.4 million expiring over the next seven years and available to
>   reduce taxable income earned during that period. In addition, the Company has
>   approximately $15.9 million of resource and other tax pools available to
>   offset future taxable income. The potential net future tax benefit relating to
>   these amounts has not been reflected in the financial statements as their
>   utilization cannot be considered likely.

13.       SUBSEQUENT EVENTS

> In addition to items disclosed
>   elsewhere in these notes, the following occurred during the period subsequent
>   to December 31, 2004:
>   Share Capital
>   In
>     January 2005, the Company closed the final tranche of a flow through
>     financing announced in December 2004 by issuing 1,000,000 common shares @
>     $1.40 per common share, 100,000 broker warrants enabling the holders to
>     purchase 100,000 common shares at $1.40 per common share for a period of two
>     years and paying $112,000 cash in commission. 
>     300,000 stock
>     options were exercised at prices ranging from $0.76 to 0.86 per common share
>     for cash proceeds of $245,500 and 135,625 stock options exercisable at
>     prices ranging from $0.87 to $1.48 per common share were cancelled or
>     expired.
>     482,493
>     warrants were exercised at prices ranging from $1.05 to $1.25 per common
>     share for cash proceeds of $559,318.
>     The Company
>     issued stock options to directors and officers to purchase 1,825,000 common
>     shares at $1.18 per common share.
>   
>   Mineral properties
>   The
>     Company optioned its Slate Bay project to King's Bay Gold whereby King's Bay
>     Gold can earn a 51% interest in the property by spending $2.75 million in
>     exploration costs on the property over four years, commencing March 1, 2005,
>     including a firm commitment to spend $250,000 in exploration costs in the
>     first year of the agreement. King's Bay Gold has made an initial payment of
>     $10,000 and 25,000 of its common shares to the Company and is required to
>     make additional payments of $90,000 in cash and $90,000 in its common shares
>     to the Company over the term of the agreement. 
>     The Company
>     renegotiated the option agreement with Redstar Resources Corporation ("Redstar")
>     whereby under the new agreement Redstar agreed to make an initial cash and
>     share payment of $25,000 and 250,000 common shares. 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 a number of properties
>     covered under the Redstar option agreement.
>     IAMGold
>     notified the Company it had terminated its option to earn a 55% interest in
>     the Avalon project.
>   
>   Investment in Africo
>   Africo
>     approved a $5.33 million non-brokered private placement to its existing
>     shareholders at a price of $1.50 per share to provide sufficient working
>     capital to complete the feasibility study on its copper-cobalt property in
>     the Democratic Republic of Congo. The Company has agreed to participate in
>     the private placement up to $2.13 million of which $1.15 million has been
>     advanced. Africo is evaluating various alternatives to secure a public
>     listing. Africo also released additional diamond drilling results. See the
>     Company's news release dated March 21, 2005 for further details. 
>   
>   Changes to the Board of DirectorsOn February 1, 2005,
>     the Company appointed Kevin Sherkin and John R. Brodie, FCA to its Board and
>     Doug Forster and Michael Gray stepped down in order to allow for the new
>     board appointments.

- 89 -

---

Item 18. Financial StatementsSee "Item 17 - Financial Statements."







- 90 -

---

Item 19. Exhibits
INDEX TO EXHIBITSAll exhibits listed are those material contracts entered into subsequent and
in addition to those detailed in the Company's Registration Statement on Form
20F.

|Exhibit No. | Description                                                               | Sequential
    Page No.
|----------- | ------------------------------------------------------------------------- | -----------------------
|            |                                                                           |                        
|            |                                                                           |                        
|            | Articles of
    Incorporation and Bylaws                                  |                        
|            |                                                                           |                        
|1.1         | Memorandum of
    515006 B.C. Ltd. dated February 20, 1996                | N/A(1)                 
|            |                                                                           |                        
|1.2         | Special Resolution
    dated March 26, 1996 and Altered Memorandum        | N/A(1)                 
|            |                                                                           |                        
|1.3         | Articles of the
    Company                                               | N/A(1)                 
|            |                                                                           |                        
|1.4         | Special Resolution
    dated May 7, 1996 amending Articles of the Company | N/A(1)                 

|    |                                                                                         |        
|--- | --------------------------------------------------------------------------------------- | -------
|    | Voting Trust Agreements                                                                 |        
|    |                                                                                         |        
|3.1 | Voting Trust Agreement between the Company
    and Dominion Goldfields Corporation      | N/A (4)
|    |                                                                                         |        
|    |                                                                                         |        
|    | Material Contracts - Properties                                                         |        
|    |                                                                                         |        
|    | McFinley Gold Project                                                                   |        
|    |                                                                                         |        
|4.1 | Agreement made as of January 3, 2002, as
    accepted January 30, 2002 between the      |        
|    | Company and Dominion Goldfields Corporation
    in connection with the McFinley         |        
|    | Water Claims                                                                            | N/A(4) 
|    |                                                                                         |        
|4.2 | Agreement made and accepted as of June 10,
    2003 between the Company and             |        
|    | Dominion Goldfields Corporation in connection
    with the McFinley Land Claims *       | N/A(4) 
|    |                                                                                         |        
|    | * Confidential portions of this exhibit
    have been omitted and filed                 |        
|    | separately with the Commission pursuant to
    an application for Confidential          |        
|    | Treatment under Rule 24b-2 promulgated
    under the Securities Exchange Act of         |        
|    | 1934, as amended.                                                                       |        
|    |                                                                                         |        
|    | Red Lake Joint Venture Properties                                                       |        
|    |                                                                                         |        
|    | AngloGold Exploration, Development and
    Mining Venture Agreement                     |        
|    |                                                                                         |        
|4.3 | Exploration, Development and Mining Venture
    Agreement dated May 5, 2000             |        
|    | between AngloGold (Canada) Exploration
    Company and the Company                      | N/A(1) 
|    |                                                                                         |        
|4.4 | First Amendment to Exploration, Development
    and Mining Venture Agreement dated      |        
|    | December 20, 2001 between AngloGold (Canada)
    Exploration Company and the            |        
|    | Company                                                                                 | N/A(3) 
|    |                                                                                         |        
|    | 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) 

- 91 -

---



|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) 
|     |                                                                                             |        
|4.10 | 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) 
|     |                                                                                             |        
|     | 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 the Company may obtain a 100% interest in         |        
|     | the property                                                                                | N/A(2) 

- 92 -

---



|     | Other Red
    Lake Properties                                                        |       
|---- | ------------------------------------------------------------------------------------ | ------
|     |                                                                                      |       
|     | Pipestone
    North Property, Ontario                                                |       
|     |                                                                                      |       
|4.20 | 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                                                       |       
|     |                                                                                      |       
|4.30 | 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)
|     |                                                                                      |       
|     | 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)

- 93 -

---



|     |                                                                                            |       
|---- | ------------------------------------------------------------------------------------------ | ------
|     | 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, as 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)
|     |                                                                                            |       
|     | 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)

- 94 -

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|      | 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                                                                                | 99     
|      |                                                                                     |        
|      | 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) 
|      |                                                                                     |        
|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) 

- 95 -

---



|     |                                                                                          |        
|---- | ---------------------------------------------------------------------------------------- | -------
|4.62 | Director Stock Option Agreement dated May 9,
    2001 between the Company and J.         |        
|     | Garfield MacVeigh                                                                        | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock Options - November 29,
    2001                                           |        
|     |                                                                                          |        
|4.63 | Employee Stock Option Agreement dated
    November 29, 2001 between the Company          |        
|     | and Ian Russell                                                                          | N/A(3) 
|     |                                                                                          |        
|4.64 | Employee Stock Option Agreement dated
    November 29, 2001 between the Company          |        
|     | and Darwin Green                                                                         | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock Options - December 20,
    2001                                           |        
|     |                                                                                          |        
|4.65 | Employee Stock Option Agreement dated
    December 20, 2001 between the Company          |        
|     | and Bill Cavalluzzo                                                                      | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock Options - April 16, 2002                                                  |        
|     |                                                                                          |        
|4.66 | Employee Stock Option Agreement dated April
    16, 2002 between the Company and         |        
|     | Samantha Stevens                                                                         | N/A(3) 
|     |                                                                                          |        
|     | Director and Significant Employee Stock
    Options - August 8, 2002                     |        
|     |                                                                                          |        
|4.67 | Director Stock Option Agreement* dated August
    8, 2002 between the Company and        |        
|     | David W. Adamson                                                                         | N/A(4) 
|     |                                                                                          |        
|     | * Same Option Agreement (terms and number of
    options) was used for the other four    |        
|     | directors of the Company - Michael J. Gray,
    J. Garfield MacVeigh, Douglas B. Forster |        
|     | and David R. Reid                                                                        |        
|     |                                                                                          |        
|4.68 | Director Stock Option Agreement dated August
    8, 2002 between the Company and         |        
|     | William Cavalluzzo                                                                       | N/A(4) 
|     |                                                                                          |        
|     | Consulting Services Contract                                                             |        
|     |                                                                                          |        
|4.69 | Financial and Advisor Services Agreement
    dated April 7, 2003 between Roman           |        
|     | Friedrich and Company Ltd. and the Company                                               | N/A(4) 
|     |                                                                                          |        
|     | Shareholder Rights Plan                                                                  |        
|     |                                                                                          |        
|4.70 | 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        |        
|     | March 6, 2003(4)                                                                         | N/A(4) 
|     |                                                                                          |        
|     | Subsidiaries                                                                             |        
|     |                                                                                          |        
|8.1  | List of Subsidiaries                                                                     | 99     
|     |                                                                                          |        
|     | Additional Documents                                                                     |        

- 96 -

---



|     |                                                                                     |       
|---- | ----------------------------------------------------------------------------------- | ------
|10.1 | Consent of
    DeVisser & Company, Chartered Accountants(1)                         | N/A   
|     |                                                                                     |       
|10.2 | Technical Report
    on the "Exploration Activities of Rubicon Minerals Corporation |       
|     | on the McFinley
    Property, Red Lake, Ontario During the Period May 2003 to       |       
|     | March 2004"                                                                         | N/A(5)
|     |                                                                                     |       
|10.3 | "Technical Report
    on the Golden Promise Property", dated April 26, 2004         | N/A(5)
|     |                                                                                     |       
|13.1 | 906 Certification                                                                   | 109   
|     |                                                                                     |       
|     | Audit
    Committee Charter                                                         |       
|     |                                                                                     |       
|16.1 | Audit Committee
    Charter                                                         | 105   

|    |                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                         
|(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                                 

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/ Peter G. Wong

________________________________





- 97 -

---

EXHIBIT 4.49Employement Contract - Peter G. Wong
EMPLOYMENT AGREEMENT

THIS AGREEMENT

|BETWEEN: |                                                                                                                                                                                         
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         | RUBICON MINERALS
    CORPORATION, a
    corporation incorporated under the laws of Canada having its head office at
    888 - 1100 Melville Street, Vancouver, British Columbia, V6E 4A6
|         | ("Rubicon")                                                                                                                                                                             
|AND:     |                                                                                                                                                                                         
|         | PETER G. WONG,of 4308 West 15th Avenue, Vancouver, B.C. V6R 3A8                                                                                                                         
|         | ("Wong")                                                                                                                                                                                

AND WHEREAS Rubicon wishes to
formalize the employment of Wong with respect to the services provided to
Rubicon by Wong and Wong 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 Wong as Chief Financial Officer (CFO) of Rubicon and Wong agrees
to serve Rubicon in such capacity, upon the terms and subject to the conditions
contained herein. Wong 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 December
10, 2003 to December 10, 2006, 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 12 months' written notice of its
>   intention not to renew this Agreement;
>   (b) Wong 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, Wong 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, Wong shall:

> (a)         fulfil the functions of
>   CFO of Rubicon. In connection therewith, Wong 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;
>     (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;

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(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.         Rubicon
acknowledges that during the Term, Wong may 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).Remuneration7.         Unless
otherwise agreed by the parties, Rubicon shall pay to Wong and he shall be
entitled to receive an annual salary of either $90,000 or $88,000 plus a parking
allowance of $150 per month (the "Annual Salary") at Wong's election.
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 Wong might
be entitled to receive from Rubicon or any of its subsidiaries or any other
company or association in which Wong holds office as a nominee or representative
of Rubicon or any subsidiary of Rubicon and Wong 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 Wong 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
Wong 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. Wong will receive as a signing bonus up to
$150/month parking allowance from the Company.Stock Option10.         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 Wong options to purchase Common shares of Rubicon at
the exercise price, and on the terms and conditions determined by the Board.Expenses11.         In
addition to all other amounts agreed to be paid to Wong hereunder, Rubicon shall
reimburse Wong for all reasonable expenses incurred by Wong in the course of
performing his duties hereunder, provided that such expenses are supported by
proper statements or vouchers supplied to Rubicon.Benefits12.         Rubicon
may during the Term establish employee benefit plans for its employees and, in
that event, Wong 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 Wong as properly relate in the opinion of the
Board, to Wong'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.Vacation13.         During the Term, Wong
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 Wong at times mutually agreeable to Rubicon and Wong.Termination Prior to Expiration of Term14.         Rubicon may terminate
Wong's employment hereunder as follows:
(a)         at any time during the
  Term for just cause without notice or compensation;
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(b)         at any
  time during the Term if Wong 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 Wong, immediately and without any notice or compensation;
  (d)         at any time during the
  Term:
  (i)         upon Rubicon
    providing Wong with a period of 12 months notice in writing of its intent to
    terminate; or
    (ii)        upon
    payment (in lieu of notice) by Rubicon to Wong of a lump sum amount equal to
    two times the Annual Salary then in effect. Wong 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.         Wong may terminate his
employment hereunder at any time during the Term upon 30 days' notice in writing
to Rubicon.Confidential Information16.         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 Wong or Rubicon Management Ltd. to Rubicon
prior to the date of this Agreement, which remain the personal property of Wong
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.         Wong
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 Wong and whether or not disclosed or entrusted to the
custody of Wong or obtained by Wong.
18.         Wong 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.
Wong 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 Wong 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, Wong 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 Wong for a period of twelve months
following the date of termination of this Agreement.
21.         During the Term, Wong 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
  (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.
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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 Wong exercisable at any
time within six months after the date of the Triggering Event, Wong 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 Wong 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.         Wong
acknowledges that the services to be provided by him to Rubicon under the terms
of this Agreement are unique and personal, and accordingly Wong 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 Wong, his
permitted assigns.
Entire Agreement
26.         This Agreement contains
the entire agreement between Wong 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 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- 101 -

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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.         Time 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 ofRUBICON
    MINERALS           | )                    |             
|------------------------------------------------------- | -------------------- | ------------
|CORPORATIONwas
    hereunto affixed in the presence of: | )                    |             
|                                                        |                      | )           
|Per:                                                    | "David Adamson"      | )           
|                                                        | Authorized Signatory | )           
|                                                        |                      | )           
|Per:                                                    | "Michael Gray"       | )           
|                                                        | Authorized Signatory | )           
|                                                        |                      |             
|                                                        |                      |             
|SIGNED BYPETER WONGin the presence of                   | )                    |             
|                                                        |                      | )           
|Samantha Moubert                                        | )                    |             
|Name                                                    |                      | )           
|409-3023 West 4th
    Avenue                            | )                    |             
|Address                                                 | )                    | "Peter Wong"
|Vancouver, BC, V6K 1R5                                  | )                    | PETER WONG  
|                                                        |                      | )           
|Admin Assistant                                         | )                    |             
|Occupation                                              | )                    |             
|                                                        |                      | )           



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EXHIBIT 8.1List of SubsidiariesToquima 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, (35.6%) Equity accounting







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EXHIBIT 16.1
Audit Committee Charter
RUBICON MINERALS CORPORATION(the "Company")AUDIT COMMITTEE CHARTER
A.         PurposeThe Audit Committee (the "Committee") is a committee of the
board of directors (the "Board") of the Company the primary function of which is
to assist the Board in its oversight of the nature and scope of the annual
audit, management's reporting on internal accounting standards and practices,
financial information and accounting systems and procedures and financial
reporting and statements and to recommend, for approval of the Board, or to
approve, the audited financial statements, interim financial statements and any
other releases containing financial information.
The primary objectives of the Committee are as follows:
To assist directors meet their responsibilities (especially for
  accountability) in respect of the preparation and disclosure of the financial
  statements of the Company and related matters.

B.         Responsibility of
Management and External Auditors

The Committee's role is one of oversight. Management is responsible for
preparing the Company's financial statements and other financial information and
for the fair presentation of the information set forth in the financial
statements in accordance with generally accepted accounting principles ("GAAP").
Management is also responsible for establishing internal controls and procedures
and for maintaining the appropriate accounting and financial reporting
principles and policies designed to assure compliance with accounting standards
and all applicable laws and regulations. The external auditors' responsibility
is to audit the Company's financial statements and provide their opinion, based
on their audit conducted in accordance with generally accepted auditing
standards, that the financial statements present fairly, in all material
respects, the financial position, results of operations and cash flows of the
Company in accordance with GAAP.

C.         Membership and
Organization

1. Composition- The Committee shall be comprised of not less than three independent members
  of the Board.
2. Independence- None of the members of the Committee shall be members of management of the
  Company, and all of them shall be "unrelated directors" (as such term is used
  in the Report of the Toronto Stock Exchange on Corporate Governance in Canada)
  and "independent" (as such term is used in Multilateral Instrument 52-110 -
  Audit Committees ("MI 52-110").
3. Appointment and Removal of
  Committee Members- Each
  member of the Committee shall be appointed by the Board on an annual basis and
  shall serve at the pleasure of the Board or until the earlier of: (a) the
  close of the next annual meeting of the shareholders of the Company at which
  the member's term of office expires; (b) the death of the member; or (c) the
  resignation, disqualification or removal of the member from the Committee or
  from the Board. The Board may fill the vacancy in the membership of the
  Committee.

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Financial Literacy - All of the members of the
  Committee shall be "financially literate" within the meaning used in MI 52-110
  or a member who is not financially literate must become so within a reasonable
  period of time following his or her appointment.
  Chair - At the time of the annual appointment of the
  members of the Committee, the Board shall appoint a Chair of the Audit
  Committee. The Chair shall be a member of the Committee, preside over all
  Committee meetings, coordinate the Committee's compliance with this Charter,
  work with management to develop the Committee's annual work plan and provide
  reports of the Committee to the Board. The Chair may vote on any matter
  requiring a vote. In the case of an equality of votes, the Chair shall be
  entitled to a second or casting vote. The Chair shall report to the Board, as
  required by applicable law or as deemed necessary by the Committee or as
  requested by the Board, on matters arising at Committee meetings and, where
  applicable, shall present the Committee's recommendation to the Board for its
  approval.D.         Functions and
Responsibilities

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

1. Oversee
  External Auditors- The
  Committee shall oversee the work of the external auditors, including reviewing
  any significant disagreements between management and the external auditors in
  connection with the preparation of financial statements.
2. Internal
  Controls- The Committee
  shall monitor the system of internal control. The Committee shall require
  management to implement and maintain appropriate systems of internal control
  in accordance with applicable laws, regulations and guidance, including
  internal control over financial reporting and disclosure and to review,
  evaluate and approve these procedures. At least annually, the Committee shall
  consider and review with management and the external auditors:

> (a)         the
>     effectiveness of, or weaknesses or deficiencies in: the design or operation
>     of the Company's internal controls (including computerized information
>     system controls and security); the overall control environment for managing
>     business risks; and accounting, financial and disclosure controls
>     (including, without limitation, controls over financial reporting), non
>     financial controls, and legal and regulatory controls and the impact of any
>     identified weaknesses in internal controls on management's conclusions.
>     (b)         any significant
>     changes in internal control over financial reporting that are disclosed, or
>     considered for disclosure, including those in the Company's periodic
>     regulatory filings;
>     (c)         any material issues
>     raised by any inquiry or investigation by the Company's regulators;
>     (d)         any
>     related significant issues and recommendations of the external auditors
>     together with management's responses thereto, including the timetable for
>     implementation of recommendations to correct weaknesses in internal controls
>     over financial reporting and disclosure controls.

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

> (a)         reviewing changes in
>     accounting principles and policies, or in their application, which may have
>     a material impact on the current or future years' financial statements;
>     (b)         reviewing significant
>     accruals, reserves or other estimates;
>     (c)         reviewing any
>     "related party" transactions, with related party having the meaning ascribed
>     to it by Canadian securities regulations;
>     (d)         reviewing accounting
>     treatment of unusual or non-recurring transactions;
>     (e)         ascertaining
>     compliance with covenants under loan agreements;

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(f)         reviewing disclosure
    requirements for commitments and contingencies;
    (g)         reviewing unresolved
    differences between management and the external auditors;
    (h)         obtain explanations
    of significant variances with comparative reporting periods;
    (i)         reviewing any legal
    matters which could significantly impact the financial statements as
    reported on by the general counsel and meet with outside counsel whenever
    deemed appropriate; and
    (j)         reviewing audit
    response letters from the Company's legal counsel made under the Joint
    Policy Statement of the Canadian Bar Association and the Canadian Institute
    of Chartered Accountants.Public
  Disclosure- The
  Committee shall review the financial statements, MD&A, annual information
  forms ("AIF"), management information circulars and any prospectuses as well
  as all public disclosure containing audited or unaudited financial information
  (including, without limitation, any press releases disclosing earnings or
  financial results) before release and prior to Board approval.

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

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

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

> (a)         recommend to the
>     Board the appointment of the external auditors;
>     (b)         recommend to the
>     Board the terms of engagement of the external auditor, including the
>     compensation of the auditors and a confirmation that the external auditors
>     shall communicate directly to the Committee;
>     (c)         on an annual basis,
>     review and discuss with the external auditors all significant relationships
>     such auditors have with the Company to determine the auditors' independence;
>     (d)         review the
>     performance of the external auditors;
>     (e)         when there is to be a
>     change in auditors, review the issues related to the change and the
>     information to be included in the required notice to securities regulators
>     of such change; and
>     (f)        
>     review and approve in advance any non-audit services to be provided to the
>     Company or its subsidiaries by the external auditors and consider the impact
>     on the independence of such auditors, including reviewing the range of
>     services provided in the context of all consulting services bought by the
>     Company. The Committee may delegate to one or more members the authority to
>     approve non-audit services, provided that the member report to the Committee
>     at the next scheduled meeting such pre-approval and the member comply with
>     such other procedures as may be established by the Committee from time to
>     time.

1. Evaluation and Rotation of Lead Partner- At least annually, the Committee shall review the qualifications and
  performance of the lead partners of the external auditors. The Committee shall
  obtain a report from the external auditors annually verifying that the lead
  partner of the external auditors has served in that capacity for no more than
  five fiscal years of the Company and that the engagement team collectively
  possesses the experience and competence to perform an appropriate audit.
2. Review with
  External Auditors-
  Review with external auditors (and internal auditor if one is appointed by the
  Company) their assessment of the internal controls of the Company, their
  written reports containing recommendations for improvement, and management's
  response and follow-up to any identified weaknesses. The Committee shall also
  review annually with the external auditors their plan for their audit and,
  upon completion of the audit, their reports upon the financial statements of
  the Company and its subsidiaries.

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1. Risk Policies
  and Procedures- The
  Committee shall review risk management policies and procedures of the Company
  (e.g. hedging, litigation and insurance), regarding current areas of great
  financial risk and whether management is managing these effectively.
2. Treatment of
  Complaints/Submissions-
  The Committee shall review and approve the establishment by management of
  procedures for the receipt, retention and treatment of complaints received by
  the Company from employees or others, regarding accounting, internal
  accounting controls, or auditing matters.
3. Investigations- The Committee shall
  have the authority to investigate any financial activity of the Company. All
  employees of the Company are to cooperate as requested by the Committee.
4. Retain Experts- The Committee may
  retain independent counsel, persons having special expertise and/or obtain
  independent professional advice to assist in filling their responsibilities at
  the expense of the Company without any further approval of the Board. The
  Committee has the authority to set, and have the Company, pay the compensation
  for any such persons engaged by the Committee.
5. Advising Board- The Committee shall
  ensure that the Board is aware of matters which may significantly impact the
  financial condition or affairs of the business.
6. Updates to
  Charter- The Committee
  shall review and recommend to the Board any updates to the Audit Committee
  Charter. All changes to the Audit Committee Charter shall be approved by the
  Board.

E.         Adoption of
the Audit Committee Charter and Amendments

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



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CERTIFICATIONI, 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, 2005                         |  | 
|----- | -------------------------------------- |  | 
|      |                                       
|      | /s/David W.
    Adamson               
|      | David W. Adamson                      
|      | President, Chief
    Executive Officer
|      | and Director                          

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CERTIFICATIONI, Peter G. Wong, 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, 2005              |  | 
|----- | --------------------------- |  | 
|      |                            
|      | /s/ Peter G.
    Wong      
|      | Peter G. Wong              
|      | Chief Financial
    Officer

- 109 -

---

CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002The 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:
(1)the annual report on Form
  20-F of the Company for the year ended December 31, 2004 (the "Report") fully
  complies with the requirements of Section 139(a) or 15(d) of the Securities
  Exchange Act of 1934; and

(2)
  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, 2005

| | /s/David W.
    Adamson    
| | ---------------------------
| | David W. Adamson           
| | Chief Executive
    Officer

- 110 -

---

CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002The undersigned, Peter G. Wong, 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:
(3)the annual report on Form
  20-F of the Company for the year ended December 31, 2004 (the "Report") fully
  complies with the requirements of Section 139 (a) or 15(d) of the Securities
  Exchange Act of 1934; and

(4)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, 2005

| | /s/Peter G. Wong           
| | ---------------------------
| | Peter G. Wong              
| | Chief Financial
    Officer

- 111 -

---