ANNUAL
INFORMATION FORM




OF




RUBICON
MINERALS CORPORATION




Suite
1540 - 800 West Pender Street




Vancouver,
BC




V6C
2V6




March 31,
2010




(for the
year ended December 31, 2009)















TABLE
      OF CONTENTSCORPORATE
      STRUCTURE
              1NAME,
      ADDRESS AND INCORPORATION
              1INTER-CORPORATE
      RELATIONSHIPS
              1FORWARD-LOOKING
      STATEMENTS
              2CAUTION
      REGARDING ADJACENT OR SIMILAR MINERAL PROPERTIES
              2CAUTION
      REGARDING REFERENCE TO RESOURCES AND RESERVES
              3CAUTION
      REGARDING HISTORICAL RESULTS
              3DOCUMENTS
      INCORPORATED BY REFERENCE
              3DATE
      OF INFORMATION
              4CURRENCY
              4GLOSSARY
      OF TERMS
              5GENERAL
              7GEOLOGICAL
      TERMS
              7RESOURCES/RESERVES
              7GENERAL
      DEVELOPMENT OF BUSINESS
              8THREE
      YEAR HISTORY
              82007
              82008
              92009
              9SUBSEQUENT
      EVENTS - EARLY 2010
              10SIGNIFICANT
      ACQUISITIONS
              10GENERAL
      DESCRIPTION OF THE BUSINESS
              10SPECIALIZED
      SKILL AND KNOWLEDGE
              10COMPETITIVE
      CONDITIONS
              10BUSINESS
      CYCLES
              10CHANGES
      TO CONTRACTS
              10ENVIRONMENTAL
      PROTECTION
              10EMPLOYEES
              11FOREIGN
      OPERATIONS
              11BANKRUPTCY,
      RECEIVERSHIP OR SIMILAR PROCEEDINGS
              11MATERIAL
      REORGANIZATION
              11SOCIAL
      OR ENVIRONMENTAL POLICIES
              11RISK
      FACTORS
              12RESOURCE
      EXPLORATION AND DEVELOPMENT IS GENERALLY A SPECULATIVE
      BUSINESS
              12NO
      KNOWN RESERVES
              13TITLE
      RISKS
              13ABORIGINAL
      TITLE AND RIGHTS CLAIMS
              13UNCERTAINTY
      OF ACQUIRING NECESSARY PERMITS AND LICENSES
              13GOVERNMENTAL
      REGULATION
              14MARKET
      PRICE OF COMPANY’S SHARES AND FINANCING
              14COMPETITION
              14OPERATING
      HAZARDS AND RISKS
              14ENVIRONMENTAL
      QUALITY REQUIREMENTS
              14GENERAL
      DEVELOPMENTS
              15MANAGEMENT
              15CONFLICT
      OF INTEREST
              15LIMITED
      OPERATING HISTORY:  LOSSES
              16PRICE
      FLUCTUATIONS:  SHARE PRICE VOLATILITY
              16SHARES
      RESERVED FOR FUTURE ISSUANCE:  DILUTION
              16RISK
      ASSOCIATED WITH THE ISSUANCE OF FLOW-THROUGH SHARES
              16OCCUPIER
      LIABILITY AND ENVIRONMENTAL HAZARD RISKS
              16FUTURE
      LITIGATION MAY IMPACT THE COMPANY
              17MATERIAL
      MINERAL PROJECTS
              17OVERVIEW
      OF THE RED LAKE GREENSTONE BELT
              17PHOENIX
      GOLD PROPERTY
              18PERMITTING
      SUMMARY
              21EXPLORATION
      EXPENDITURES
              212009
      EXPLORATION
              21PERMITTING
      AND LICENSES
              22QUALIFIED
      PERSON
              22NON
      MATERIAL PROJECTS
              22OTHER
      RED LAKE PROJECTS (2007 – 2009)
              22ADAMS
      LAKE PROPERTY
              22EAST
      BAY PROPERTY
              22DMC
      PROPERTY
              22HUMLIN
      PROPERTY
              23SLATE
      BAY PROPERTY
              23WOLF
      BAY PROPERTY
              23ADVANCE
      PROPERTY
              23PARTNERED
      PROJECTS
              23MCCUAIG
      JV PROPERTY
              23RED
      LAKE NORTH PROPERTY
              23SIDACE
      AREA CLAIMS
              24WESTEND
      PROPERTY
              24ENGLISH
      ROYALTY DIVISION
              24US
      PROJECTS
              24ALASKA
              24RIMFIRE
      OPTION
              24NEVADA
              25DIVIDEND
      RECORD AND POLICY
              25OTHER
      SHARE ISSUANCES
              25DESCRIPTION
      OF CAPITAL STRUCTURE
              25GENERAL
      DESCRIPTION OF CAPITAL STRUCTURE
              25CONSTRAINTS
              26RATINGS
              26MARKET
      FOR SECURITIES
              26TRADING
      PRICE AND VOLUME
              26ESCROWED
      SECURITIES
              26DIRECTORS
      AND OFFICERS
              27NAME,
      OCCUPATION AND SECURITY HOLDING
              27CEASE
      TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
              29ORDERS
              29BANKRUPTCIES
              29PENALTIES
      AND SANCTIONS
              30CONFLICTS
      OF INTEREST
              30PROMOTERS
              30AUDIT
      COMMITTEE
              30AUDIT
      COMMITTEE CHARTER
              30COMPOSITION
      OF THE AUDIT COMMITTEE
              34RELEVANT
      EDUCATION AND EXPERIENCE
              34RELIANCE
      ON CERTAIN EXEMPTIONS
              34RELIANCE
      ON THE EXEMPTION IN SUBSECTION 3.3(2) OR SECTION 3.6
              35RELIANCE
      ON SECTION 3.8
              35AUDIT
      COMMITTEE OVERSIGHT
              35PRE-APPROVAL
      POLICIES AND PROCEDURES
              35EXTERNAL
      AUDITOR SERVICE FEES (BY CATEGORY)
              35LEGAL
      PROCEEDINGS AND REGULATORY ACTIONS
              36LEGAL
      PROCEEDINGS
              36REGULATORY
      ACTIONS
              36INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
              36TRANSFER
      AGENTS AND REGISTRARS
              36MATERIAL
      CONTRACTS
              36NAMES
      AND INTERESTS OF EXPERTS
              37ADDITIONAL
      INFORMATION
              37

















CORPORATE
STRUCTURE




Name,
Address and Incorporation




Rubicon
Minerals Corporation (“Rubicon” or the “Company”) was incorporated on March 4,
1996 under the Company
Act (British Columbia). The Company was transitioned on June 23, 2005
under the Business
Corporations Act (British Columbia) (the “BCBCA”).  The
shareholders of the Company also passed special resolutions to remove the
pre-existing company provisions, to alter the Company’s authorized share
structure to an unlimited number of common shares and to adopt new Articles on
June 23, 2005.  The Company has a fiscal year end of December
31.




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




Inter-Corporate
Relationships




Rubicon
wholly owns, directly or indirectly, seven subsidiaries.




691403 BC
Ltd. was incorporated under the BCBCA on March 31, 2004 and holds the Rubicon’s
interest in certain surface patents on the Phoenix Gold Property (as defined in
the Glossary of Terms, below) in Red Lake, Ontario.  This is the only
material subsidiary of Rubicon.




1304850
Ontario Inc., was incorporated under the Business Corporations Act(Ontario) (the “OBCA”) on September 14, 1998 and holds certain mineral
properties that were acquired pursuant to the English Royalty Division agreement
entered into in March, 2003 (see the section titled “Non-Material Project – English
Royalty Division”).  7070918 Canada Ltd. was incorporated under
the Canada Business
Corporations Acton October 31, 2008, for the purposes of holding certain
mineral titles, but is now inactive and holds no assets.  Rubicon
Minerals Nevada Inc. was incorporated under the BCBCA on May 1, 2007 and holds a
100% interest in Rubicon Nevada Corp., which was incorporated under the laws of
the State of Nevada, on May 14, 2007 and holds all of the Company’s Nevada
properties.  Rubicon Alaska Holdings Inc. was incorporated under the
OBCA on January 12, 2006 and holds beneficial title to all of the Company’s
Alaskan properties and Rubicon Alaska Corp., which was incorporated under the
laws of the State of Alaska on December 19, 2006, holds legal title to all of
the Company’s Alaskan properties.  The Company does not have any
assets or mineral properties that are in production or that contain a mineral
resource or a mineral reserve.




The
following chart illustrates the Company’s structure, including subsidiaries as
described above (collectively the “Subsidiaries”).  All subsidiaries
are 100% owned by the Company or its subsidiaries:


























FORWARD-LOOKING
STATEMENTS




This
Annual Information Form (“AIF”) and the documents incorporated by reference
herein contain statements that constitute “forward-looking statements” within
the meaning of Section 21E of the United States Securities Exchange
Act of 1934 and “forward-looking information” within the meaning of
applicable Canadian provincial securities legislation collectively referred to
herein as “forward-looking statements”.




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




Forward-looking
statements include, but are not limited to statements regarding the use of
proceeds, costs and timing of the development of new deposits, statements with
respect to success of exploration and development activities, permitting time
lines, currency fluctuations, environmental risks, unanticipated reclamation
expenses, and title disputes or claims.




Forward-looking
statements often, but not always are identified by the use of words such as
“plans”, “seeks”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “targets”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words and phrases or
statements that certain actions, events or results “may”, “should”, “could”,
“would”, “might”, “will”, or “will be taken”, “occur” or “be
achieved”.




Forward-looking
statements involve known and unknown risks, uncertainties, assumptions and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.  These statements are based on a number of assumptions and
factors, including assumptions regarding general market conditions; future
prices of gold and other metals; possible variations in ore resources, grade or
recovery rates; actual results of current exploration activities; actual results
of current reclamation activities; conclusions of future economic evaluations;
changes in project parameters as plans continue to be refined; failure of plant,
equipment, or processes to operate as anticipated; accidents, labour disputes
and other risks of the mining industry; risks related to joint venture
operations; timing and receipt of regulatory approvals of operations; the
ability of the Company and other relevant parties to satisfy regulatory
requirements; the availability of financing for proposed transactions and
programs on reasonable terms; the ability of third-party service providers to
deliver services on reasonable terms and in a timely manner; and delays in the
completion of development or construction activities. Other factors that could
cause the actual results to differ include market prices, results of
exploration, availability of capital and financing on acceptable terms,
inability to obtain required regulatory approvals, unanticipated difficulties or
costs in any rehabilitation which may be necessary, market conditions and
general business, economic, competitive, political and social
conditions.  Additional factors are discussed in the section titled
“Risk Factors” below.
Although the Company has attempted to identify important factors that could
cause actual results to differ materially from those expressed or implied in
forward-looking statements, there may be other factors which cause actual
results to differ.  Significant additional drilling is required by the
Company at its Phoenix Gold Property to fully understand the system size before
a meaningful resource can be calculated and completed.  Accordingly,
readers should not place undue reliance on forward-looking
statements.




Forward-looking
statements contained herein are made as of the date of this AIF and the Company
disclaims any obligation to update any forward-looking statements, whether as a
result of new information, future events or results or otherwise, except as
required by applicable securities laws.




CAUTION
REGARDING ADJACENT OR SIMILAR MINERAL PROPERTIES




This AIF
contains information with respect to adjacent or similar mineral properties in
respect of which the Company has no interest or rights to explore or mine. The
Company advises US investors that the mining guidelines of the US Securities and
Exchange Commission (the “SEC”) set forth in the SEC’s Industry Guide 7 strictly
prohibit information of this type in documents filed with the SEC. The Company
is exempt from the requirements of Industry Guide 7 pursuant to the Canada-U.S.
Multi-Jurisdictional Disclosure System. Readers are cautioned that the Company
has no interest in or right to acquire any interest in any such properties, and
that mineral deposits on adjacent or similar properties are not indicative of
mineral deposits on the Company’s properties.




CAUTION
REGARDING REFERENCE TO RESOURCES AND RESERVES




National
Instrument 43-101 Standards of Disclosure of Mineral Projects (“NI 43-101”) is a
rule developed by the Canadian Securities Administrators which establishes
standards for all public disclosure an issuer makes of scientific and technical
information concerning mineral projects.  The disclosure in this AIF,
including the documents incorporated herein by reference, uses terms that comply
with reporting standards in Canada.  In addition, the terms “mineral
resource”, “measured mineral resource”, “indicated mineral resource”, “inferred
mineral resource” “probable mineral reserve” and “proven mineral reserve” are
defined in and required to be used by the Company by NI 43-101; however, these
terms are not defined terms under SEC Industry Guide 7 and normally are not
permitted to be used in reports and registration statements filed with the SEC.
Investors are cautioned not to assume that any part or all of mineral deposits
in these categories will ever be converted into mineral
reserves.  “Inferred mineral resources” have a great amount of
uncertainty as to their existence, and as to their economic and legal
feasibility.  Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility studies, pre-feasibility studies
or other economic studies, except in rare cases.  It cannot be assumed
that all or any part of the measured mineral resources, indicated mineral
resources, or inferred mineral resources will ever be upgraded to a higher
category.




Accordingly,
information contained in this AIF and the documents incorporated by reference
herein containing descriptions of the Company’s mineral deposits may not be
comparable to similar information made public by United States companies subject
to the reporting and disclosure requirements under the United States federal
securities laws and the rules and regulations thereunder.




CAUTION
REGARDING HISTORICAL RESULTS




Historical
results of operations and trends that may be inferred from the discussion and
analysis in this AIF may not necessarily indicate future results from
operations.  In particular, the current state of the global securities
markets may cause significant reductions in the price of the Company’s
securities and render it difficult or impossible for the Company to raise the
funds necessary to continue operations. See “Risk Factors – Price Fluctuations:
Share Price Volatility”.




DOCUMENTS
INCORPORATED BY REFERENCE




The
following documents are specifically incorporated by reference into and form an
integral part of the AIF and may also be obtained online on the SEDAR website at
www.sedar.com:




(a)
            News Release dated
      and filed January 21, 2010 with respect to the entering into of anExploration Accommodation Agreement between Rubicon and Lac Seul
      First Nation of Ontario;




(b)
            Annual
      audited financial statements of the Company for the year ended December
      31, 2009, together with the auditor’s report thereon (the “Annual
      Financial Statements”);




(c)
            Management’s
      discussion and analysis for the year ended December 31,
    2009;




(d)
            News
      Release dated December 16, 2009 announcing year end update of drill
      results on the Phoenix Project;




(e)
            Material
      change report dated and filed on November 20, 2009 with respect to the
      closing of the bought deal equity financing previously announced on
      October 22, 2009




(f)
            News
      Release dated November 19, 2009 announcing further update on drilling on
      the Phoenix Project;




(g)
            News
      Release dated November 16, 2009 announcing plans for Phase II expansion on
      the Phoenix Project;




(h)
            Short
      form prospectus filed on November 5,
2009;




(i)
            News
      Release dated October 22, 2009 announcing drill results on the Phoenix
      Project;




(j)
            Technical
      report titled, “Technical Report Update on the Exploration Activities
      (November 2008 to April 2009) of the Phoenix Gold Project (NTS 52N/04),
      Red Lake, Ontario for Rubicon Minerals Corporation”, dated October 8, 2009
      (the “Technical Report”), filed on October 13,
  2009;




(k)
            News
      Release dated September 14, 2009 announcing update on drilling on the
      Phoenix Project;




(l)
            News
      Release dated August 31, 2009 announcing update on drilling on the Phoenix
      Project;




(m)
            News
      Release dated July 27, 2009 announcing update on drilling on the Phoenix
      Project;




(n)
            Material
      change report dated and filed on July 22, 2009 with respect to the
      appointment of Bruce A. Thomas to the board of directors and in
      conjunction with this appointment, Kevin Sherkin’s resignation of his
      position as a director;




(o)
            News
      Release dated June 8, 2009 announcing the commencement of underground
      drilling on the Phoenix Project;




(p)
            Material
      change report dated and filed on May 29, 2009 with respect to the receipt
      of proceeds of $16,024,265, pursuant to the exercise of May 2007 warrants,
      priced at $1.50, which expired May 19, 2009 and an issuance of 10,682,843
      new Common Shares pursuant to these exercises of
  warrants;




(q)
            Management
      information circular dated May 5, 2009 prepared in connection with the
      annual meeting of Rubicon’s shareholders held on June 10, 2009, dated and
      filed on May 15, 2009;




(r)
            News
      Release dated April 27, 2009 announcing drill results on the Phoenix
      Project;




(s)
            Material
      change report dated and filed on April 9, 2009 with respect to the Rubicon
      board of directors’ approval of an expanded exploration program, to
      include a minimum of 80,000 metres (262,000 feet) of diamond drilling at
      Rubicon’s flagship Phoenix Gold
Property;




(t)
            News
      Release dated March 30, 2009 announcing expanded drill program, on the
      Phoenix Project;




(u)
            News
      Release dated March 23, 2009 announcing drill results on the Phoenix
      Project;




(v)
            Material
      change report dated and filed on March 13, 2009 with respect to the
      closing of Rubicon’s previously announced brokered bought deal private
      placement of 25,000,000 Common Shares at a price of $1.60 per Common
      Share;




(w)
            Material
      change report dated and filed on March 11, 2009 with respect to an update
      of the permits received for the planned underground advanced exploration
      of the Phoenix Gold Property;




(x)
            News
      Release dated March 2, 2009 announcing receipt of permits for underground
      advanced exploration program on the Phoenix
  Project;




(y)
            Material
      change report dated and filed on February 23, 2009 with respect to the
      agreement entered into with GMP Securities L.P. and a syndicate of
      underwriters including Macquarie Capital Markets Canada Ltd., TD
      Securities Inc., Research Capital Corporation, BMO Capital Markets,
      Genuity Capital Markets, Thomas Weisel Partners Canada Inc. and Dundee
      Securities Corporation regarding an underwritten private placement,
      excluding the Engagement Agreement attached
  thereto;




(z)
            News
      Release dated February 11, 2009 announcing drill results on the Phoenix
      Project;




(aa)
            News
      Release dated February 2, 2009 announcing receipt of necessary permits
      required and commencement of dewatering on the Phoenix
      Project;




(bb)
            News
      Release dated January 19, 2009 announcing drill results on the Phoenix
      Project;  and




(cc)
            Stock
      Option Plan approved by the Board of Directors on March 30, 2007, approved
      by the Shareholders on May 14, 2007 and amended June 18,
    2008.




DATE
OF INFORMATION




All
information in this AIF is as of December 31, 2009, unless otherwise
indicated.




CURRENCY




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







GLOSSARY
OF TERMS




The
following technical terms may be used in this AIF, and may appear capitalized or
in lower case, without any difference in meaning.




“anomaly” – any departure from the
norm which may indicate the presence of mineralization in the underlying
bedrock.




“Archean”-geological ages
older than 2.4 billion years.




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


“assay”- An analysis to determine
the presence, absence or quantity of one or more chemical
components.




“Au”- gold.




“basalts” - A fine-grained igneous
rock dominated by dark-colored minerals, consisting of plagioclase feldspars
(over 50 percent) and ferromagnesian silicates.




“Banded Iron
Formation” – Iron
Formation that shows marked banding, generally of iron-rich minerals and chert
or fine-grained quartz




“base
metal”- A metal,
such as copper, lead, nickel, zinc or cobalt.




“belt”- A specific elongate area
defined by unique geologic characteristics.




“breccia”- Rock fragmented into
angular components.




“carbonate”- A rock composed
principally of calcium carbonate (CaC03).




“clastic” -Consisting of fragments of
minerals, rocks, or organic structures that have been moved individually from
their places of origin.




“copper”– A ductile, malleable base
metal with a myriad of uses in construction (piping, wire) and electronics due
to its high electrical and thermal conductivity and good resistance to
corrosion.




“diamond
drilling/drill hole”- A method of obtaining a cylindrical core of rock by drilling with a
diamond impregnated bit.




“dip”- The angle at which a
stratum is inclined from the horizontal.




“duplex
structures” –A
structural complex consisting of a roof thrust at the top and a floor thrust
fault at the base, within whicha suite of more steeply dipping imbricated thrust
faults thicken and shorten the intervening panel of rock.“F2 Gold
Zone”- is
composed of high grade gold mineralization and a lower grade sulphide-rich zone,
which currently has a strike length of approximately 700 m (2,300 ft) and a
depth extent of 1,101 m (3,612 ft) below surface and remains open along strike
and at depth. The zone appears to at least partly correlate with a large Titan
24 chargeability anomaly. The anomaly extends laterally from the F2 Gold Zone
for over 1,500 m (approximately 5,000 ft), and to depths up to 750 m
(approximately 2,500 ft) – the current depth limit of the survey. As for the
setting and style of this zone, it is similar in many respects to the high-grade
zones present at the nearby Red Lake Gold Mine. The F2 Gold Zone is 420 m
southeast of the existing shaft and is entirely independent from the previous
gold resource of the McFinley Gold Deposit.




“fabric” -The spatial arrangement and orientation of the components (crystals,
particles, cement) of a sedimentary rock. The complete spatial and geometrical
configuration of all those components that make up a deformed rock. It covers
such terms as texture, structure, and preferred orientation.




“fault” -A fracture in a rock along which there has been relative movement between
the two sides either vertically or horizontally.




“feldspar” –a group of common rock-forming minerals that includes microcline,
orthoclase, plagioclase and others.




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




“ferromagnesian
silicate” -Silicate in which positive ions are dominated by iron, magnesium, or
both.




“finite
strain” –the
overall change in shape of the body or shape of a volume of rock.




“fold” -
Bend, flexure, or wrinkle in rock produced when rock was in a plastic
state.




“footwall” –the rock on the underside
of a vein or ore structure.




“formation”- A
body of rock identified by lithological characteristics and stratigraphic
position.




“geochemistry/geochemical”- Study of variation of
chemical elements in rocks or soil.




“geology/geological”– Study of the Earth’s
history and life, mainly as recorded in rocks.




“geophysical”- Study of the earth by
quantitative physical methods, either by surveys conducted on the ground, in the
air (by fixed wing aircraft or helicopter) or in a borehole or
drillhole.




“gold”– A heavy, soft, ductile,
malleable precious metal used in jewelry, dentistry, electronics and as an
investment.




“igneous”– A classification of rocks
formed from the solidification from a molten state.




“intercalated” -said of layered material
that exists or is introduced between layers of a different character; esp. said
of relatively thin strata of one kind of material that alternates with thicker
strata of some other kind, such as beds of shale intercalated in a body of
sandstone.




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




“komatiitic”- Magnesium-rich ultramafic
volcanic rock of high temperature origin.




“mafic”- An igneous rock composed
chiefly of dark iron and manganese silicate minerals.




“magma” -Naturally occurring
silicate melt, which may contain suspended silicate crystals, dissolved gases,
or both. These conditions may be met in general by a mixture containing as much
as 65 percent crystals but no more than 11 percent dissolved gases.




“magnetic
survey”- A
geophysical survey conducted on the earth’s surface that measures variations in
the earth's magnetic field caused by variations in rock type or geological
structures.




“manganese” -A gray-white, hard,
brittle metallic element. Symbol, Mn. Manganese does not occur uncombined in
nature, but its minerals are widely distributed. Pyrolusite (MnO2) and
rhodochrosite (MnCO3) are the most common minerals. The discovery of large
quantities of manganese nodules on the ocean floor, containing about 24%
manganese, holds promise as a source of manganese. Used to form many important
alloys, esp. with steel, aluminum, and antimony; used in dry cells and glass,
and in the preparation of oxygen, chlorine, and medicines.




“mapping”– The art and science of
recording geological observations on a map.




“metamorphic” -Pertaining to the process
of metamorphism or to its results.




“mineralization”- The concentration of
metals and their chemical compounds within a body of rock.




“ore”- Rock containing mineral(s)
or metals that can be economically extracted to produce a profit.




“outcrop”- An exposure of bedrock at
the surface.




“plagioclase” - Any of a group of
feldspars containing a mixture of sodium and calcium feldspars, distinguished by
their extinction angles; crystal; triclinic.




“polyphase” - In deformation, having or
undergoing two or more phases of deformation, such as a polyphase
deformation.




“porphyry”- A rock consisting of
larger crystals embedded in a more compact finer grained
groundmass.




“prospecting”– The art and science of
searching for mineral deposits.




“quartz”- A mineral composed of
silicon dioxide.




“sediment”- Solid material that has
settled down from a state of suspension in a liquid. More generally, solid
fragmental material transported and deposited by wind, water or ice, chemically
precipitated from solution, or secreted by organisms, and that forms in layers
in loose unconsolidated form.




“sedimentary”- Pertaining to or
containing sediment or formed by its deposition.




“sericite” -A white, fine-grained
potassium mica occurring in small scales as an alteration product of various
aluminosilicate minerals, having a silky luster, and found in various
metamorphic rocks or in the wall rocks, fault gouge, and vein fillings of many
ore deposits.




“shear
zone” - An area of rock which has failed or sheared in response to
applied stress.


“silicate”
- A compound whose crystal structure contains SiO4 tetrahedra, either isolaed or
joined through one or more of the oxygen atoms to form groups, chains, sheets,
or three-dimensional structures with metallic elements. Silicates were once
classified according to hypothetical oxyacids of silicon.




“silicification”
- The introduction of, or replacement by, silica, generally resulting in the
formation of fine-grained quartz, chalcedony, or opal, which may fill pores and
replace existing minerals.




“soil
sampling”-
Systematic collection of soil samples at a series of different locations in
order to study the distribution of soil geochemical values.


“strain” - Change in the shape or
volume of a body as a result of stress; a change in relative configuration of
the particles of a substance.


“stratigraphy” -Strictly, the description
of bedded rock sequences; used loosely, the sequence of bedded rocks in a
particular area.




“strike”- Direction or trend of a
geologic structure.




“structure/structural”- Pertaining to geological
structure, i.e., folds, faults, etc.




“sulphide”- A group of minerals in
which one or more metals are found in combination with sulfur/rock that has been
sulphidized.




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




“tailings”
- Material rejected from a mill after most of the recoverable valuable minerals
have been extracted.


“tetrahedral”
      - Having the symmetry or shape of a
tetrahedron.


“tetrahedron”
- A four-sided solid. Used commonly in describing silicate minerals as shortened
reference to silicon-oxygen tetrahedron.




“tholeiitic” -type of basaltic rock that
is characterized by the presence of low-calcium pryroxenes in addition to
clinopyroxene and calcic plagioclaise.




“triclinic” -In crystallography,
periodicity requiring three crystal axes having no further constraint on the
interaxial angles designated alpha, beta, and gamma.




“Uchi
Subprovince” - The Uchi Subprovince is a Neoarchean volcanic sequence in
Manitoba, Canada. It is the southern margin of the North Caribou terrane and
comprises a number of greenstone belts, which contains volcanic rocks that
record some 280 million years of volcanism.




“vein”- A thin sheet-like
intrusion into a fissure or crack, commonly bearing quartz /a small vein or
cluster of veins.




“volcanic”- Descriptive of rocks
originating from volcanic activity.




General




“2009
Circular” means
the Management Information Circular dated May 5, 2009 for the Company’s 2009
Annual Meeting held on June 10, 2009 and filed on May 15, 2009.




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




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




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




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




“NI 52-110” means National Instrument
52-110, Audit
Committees, of the Canadian Securities Administrators.




“NYSE
Amex” means the NYSE American stock exchange.




“Phoenix Gold
Property”describesthe property
locatedin Bateman
Township in the Red Lake District of Northwestern Ontario, approximately six
kilometres north of the operating Red Lake Gold Mine, as further described under
the heading “Phoenix Gold Property” herein.




“Preliminary
Feasibility Study” is a comprehensive study of the viability of a mineral
project that has advanced to a stage where the mining method, in the case of
underground mining, or the pit configuration, in the case of an open pit, has
been established and an effective method of mineral processing has been
determined, and includes a financial analysis based on reasonable assumptions of
technical, engineering, legal, operating, economic, social, and environmental
factors and the evaluation of other relevant factors which are sufficient for a
Qualified Person, acting reasonably, to determine if all or part of the Mineral
Resource may be classified as a Mineral Reserve.






“Qualified
Person” – in
relation to a 43-101 technical report - an individual who




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


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


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


“TSX”means the Toronto Stock
Exchange.




“TSX-V”means the TSX Venture
Exchange.




Geological
Terms




Resources/Reserves




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




“Measured Mineral
Resource” is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape, and 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 Reserve”is the economically mineable material derived from a Measured and/or
Indicated Mineral Resource. It is inclusive of diluting materials and allows for
losses that may occur when the material is mined. Appropriate assessments, which
may include feasibility studies, have been carried out, including consideration
of and modification by, realistically assumed mining, metallurgical, economic,
marketing, legal, environmental, social and governmental factors. These
assessments demonstrate at the time of reporting that extraction is reasonably
justified. Mineral Reserves are subdivided in order of increasing confidence
into Probable Mineral Reserves and Proven Mineral Reserves.




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




“Probable Mineral
Reserve”is
the economically mineable material derived from a Measured and, in some
circumstances, an Indicated Mineral Resource demonstrated by at least a
Preliminary Feasibility Study. It is estimated with a lower level of confidence
than a Proved Mineral Reserve. It is inclusive of diluting materials and allows
for losses that may occur when the material is mined. Appropriate assessments,
which may include feasibility studies, have been carried out and including
consideration of and modification by, realistically assumed mining,
metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of reporting
that extraction is reasonably justified.






“Proven Mineral
Reserve”is
the economically mineable material derived from a Measured Mineral Resource
demonstrated by at least a Preliminary Feasibility Study. It is estimated with a
high level of confidence.  It is inclusive of diluting materials and
allows for losses that may occur when the material is mined. Appropriate
assessments, which may include feasibility studies, have been carried out,
including consideration of and modification by realistically assumed mining,
metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of reporting
that extraction is reasonably justified.






GENERAL
DEVELOPMENT OF BUSINESS




Three
Year History




2007




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




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




2008




In 2008,
the Company discovered the F2 Gold Zone at its Phoenix Gold Property which has
been the focus of exploration for the Company.  In November 2008, the
Company raised an additional $10.2 million to further advance the exploration of
F2 Gold Zone.




On
November 18, 2008, the Company completed concurrent brokered and non-brokered
private placements, raising gross aggregate proceeds of
$10,200,930.  Pursuant to the brokered offering, the Company issued
4,500,000 flow-through common shares (the “FT Shares”) at a price of $1.35 per
FT Share and 3,296,300 common shares (the “Offered Shares”) at a price of $1.10
per Offered Share, for gross proceeds of $9,700,930 (the “2008 Brokered
Offering”).  GMP Securities L.P. acted as lead agent in connection
with the 2008 Brokered Offering, along with a syndicate of agents that included
Research Capital Corporation and TD Securities Inc.  The Company also
issued 370,370 flow-through shares at a price of $1.35 per flow-through share to
certain insiders and employees of the Company as well as other qualified
investors, for gross proceeds of $500,000.




2009




Rubicon
has continued the underground drilling at its Phoenix Gold
Property.  Rehabilitation of existing underground levels has been
completed and the hoist and shaft have been successfully
re-commissioned.  Drilling has been carried out from the underground
122 metre (400 foot level) from three drill stations on its F2 Gold Zone project
which is supplemented by drilling with two rig from surface. Shaft sinking to a
depth of 305 metres (1,001 feet) has been commenced.  Further details
can be found in the Company’s MD&A for the financial period ended September
30, 2009 filed on SEDAR.




Rubicon
continued to drill from surface (land and barge based drills) at its Phoenix
Gold Property throughout the year and initiated drilling from underground with
two drill rigs in early July and a third in September.  The Company
drilled a total of 71,639 metres, with 66,033 metres at the F2 Gold
Zone  during 2009, which represents about 63% of the March 2009 to
March 2010 drilling plans.  Positive results continued the trend
established in 2008, confirming further expansion of the F2 Gold
Zone.




On March
5, 2009, the Company closed a $40 million bought deal private placement
financing for common shares.  As a result, the Company announced plans
to expand and accelerate its 2009 exploration program to 80,000 metres with
further emphasis on underground drilling and associated development
work.  During May 2009, the Company received an additional $16.4
million from the exercise of warrants.  This was followed in July 2009
by the Company’s announcement of plans for up to an additional 20,000 metres of
drilling property wide to test additional drill targets.  During the
summer of 2009, the Company assessed its plans for the Phoenix project based on
the successful results received to that time.  As confirmed in its
October 8, 2009 43-101 technical report, it was determined that an expanded
scope and budget was warranted.  On November 12, 2009, the Company
closed a public offering for net proceeds of $82 million.  The use of
proceeds included an additional 120,000 metres of drilling on the F2 Gold Zone
during the period 2010 and 2011 and included underground excavation (drifting)
to directly access parts of the gold system. The Company plans to take a bulk
sample as part of the program subject to results from local delineation
drilling.




Subsequent
      Events - early 2010




In
January of 2010, Rubicon entered into an Exploration Accommodation Agreement
with the Lac Seul First Nation covering certain of Rubicon’s Ontario exploration
properties, including the Phoenix Gold Property, which are located on lands
considered by the Lac Seul First Nation to be its traditional
territory.  The terms of such agreement are described in Rubicon’s
news release dated January 21, 2010, which news release is incorporated by
reference into this AIF.




Significant
Acquisitions




The
Company has not made any significant acquisitions during the financial year
ended December 31, 2009 that would require the Company to file a Form 51-102F4
Business Acquisition Report under Part 8 of NI 51-102.




GENERAL
DESCRIPTION OF THE BUSINESS




The
Company is a mineral exploration company engaged in the acquisition,
exploration, and development of gold and base-metal exploration properties both
through Company-funded and partner-funded exploration.  The Company is
also involved in the investment in other mineral exploration and resource
companies.  The financial success of the Company is dependent upon its
ability to discover economically exploitable mineralization.




The
Company is a reporting issuer in the provinces of British Columbia, Alberta,
Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince
Edward Island, Newfoundland, as well as with the SEC in the U.S.  The
common shares of the Company trade on the TSX under the symbol “RMX” and in the
United States on the NYSE Amex under the symbol “RBY”.




The
Company controls over 65,000 acres of exploration ground in the Red Lake gold
camp, in the province of Ontario and at present, the Company’s main focus is on
exploration of its 100% owned Phoenix Gold Property.  See “Material Mineral Projects:
Phoenix Gold
Property”.  The Company has also acquired land packages in
Alaska and Nevada, United States; however, at present, the Company is not
dependent to any material extent on foreign operations.  The Company
does not have any assets or mineral properties that are in production or that
contain a mineral resource or mineral reserve.




Specialized
Skill and Knowledge




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




Competitive
Conditions




The
resource industry is intensely competitive in all of its phases, and the Company
competes with many companies possessing greater financial 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.  See “Risk Factors”.




Business
Cycles




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




Changes
to Contracts




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




Environmental
Protection




The
Company conducts exploration activities in the Canadian province of Ontario and
the states of Alaska and Nevada in the United States.  Such activities
are subject to various laws, rules and regulations governing the protection of
the environment, including, in some cases, posting of reclamation bonds. In
Canada, extensive environmental legislation has been enacted by federal and
provincial governments. Such legislation imposes rigorous standards on the
mining industry to reduce or eliminate the effects of wastes generated by
extraction and processing operations and subsequently deposited on the ground or
emitted into the air or water. All phases of the Company’s operations are
subject to environmental regulation in the jurisdictions in which it operates.
Environmental legislation is evolving in a manner which requires stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed properties and a heightened
degree of responsibility for companies and their officers, directors and
employees.  If environmental assessments are triggered, they can cause
delay to the decision as to whether or not the relevant exploration property
will be placed into production.  To the best of the Company’s
knowledge, all of the Company’s activities are in compliance in all material
respects with applicable environmental legislation.  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
financial and operational effects of environmental protection requirements on
the Company’s capital expenditures, earnings and competitive position have not
been significant in the year ended December 31, 2009, and are not expected to
become significant until and unless the Company develops a mine on one of its
exploration properties.




Employees




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




Foreign
Operations




The
Company is not dependent to any material extent on foreign
operations.  Although it has exploration properties in Nevada and
Alaska, the Company’s main focus is on exploration of its Phoenix Gold
Property.




Bankruptcy,
Receivership or Similar Proceedings




There has
been no bankruptcy, receivership, or similar proceedings against the Company or
any of its subsidiaries, or any voluntary bankruptcy, receivership or similar
proceedings by the Company or any of its subsidiaries within the three most
recently completed financial years and up to the date of this AIF, and none are
proposed.




Material
Reorganization




Other
than as disclosed herein, there has been no material reorganization of the
Company within the past three financial years or completed during the current
financial year, except for the Arrangement and the McEwen
Transaction.  See “General Business Development: Three
Year History”.  No material reorganization has been proposed
for the current financial year.




Social
or Environmental Policies




The
Company is and has been carrying out exploration in Canada, principally in
Ontario.  Such activities are subject to various laws, rules and
regulations governing the protection of the environment, including posting of
reclamation bonds.  Management has adopted and is committed to a Health,
Safety and Environmental (“HS&E”) Policy designed to ensure that it
continues to comply with or exceeds all environmental regulations currently
applicable to it.  To the best of the Company’s knowledge, all of the
Company’s activities are in compliance in all material respects with applicable
environmental legislation.  The HS&E Policy is provided
below:




Rubicon
Minerals Corporation is committed to eliminating injury and illness in the
workplace, and to ensuring the well being of the environment and the communities
in areas where the Company operates. To achieve these objectives the Company
will:




·
            Provide
      staff with the resources to identify, manage and minimize health and
      safety risks to employees, contractors and communities where the Company
      operates.




·
            Assess
      existing and potential project related risks and avoid, manage or mitigate
      these risks during all project stages and emergency
      situations.




·
            Meet
      or surpass legislative obligations and organizational conformance
      requirements.




·
            Monitor
      performance, compare against recognized industry standards, seek continual
      improvement through the implementation of management systems and report on
      performance to stakeholders in a timely
manner.




·
            Oblige
      management, employees, contractors and suppliers to be aware of compliance
      obligations and promote a commitment to health, safety and environment at
      all levels.




·
            Monitor,
      investigate and report on accidents and incidents in a manner that
      encourages continuous learning and improvement of health, safety and
      environmental performance.




·
            Establish
      capacity to deal with emergency situations and update plans and procedures
      to reflect the experience gained from every test, incident, or
      accident.




·
            Promote
      safe, healthy and environmentally conscientious behaviour as a Company
      core value and encourage this behaviour both in and away from the
      workplace.




In
addition, Rubicon entered into an Exploration Accommodation Agreement with the
Lac Seul First Nation covering certain of Rubicon’s Ontario exploration
properties that are located on lands considered by the Lac Seul First Nation to
be its traditional territory.  See “General Description of Business -
Three Year History - Subsequent Events - early 2010”.




RISK
FACTORS




An
investment in the common shares of the Company is highly speculative and subject
to a number of risks. A prospective investor should carefully consider the risk
factors described below, together with all of the other information included or
incorporated by reference in this AIF.  The risks described below are
not the only ones which may affect the Company.  Additional risks that
the Company currently does not foresee or believes to be immaterial may become
important factors that affect the Company’s business. If any of the following
risks occur, or if others occur, the Company’s business, operating results and
financial condition could be materially adversely affected and investors may
lose all of their investment.  Details of the risk factors identified
under the headings, “Risk
Factors” and “Forward-Looking Statements”
in this AIF should be carefully reviewed and evaluated by prospective investors
before purchasing the common shares of the Company.




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:




Resource
Exploration and Development is generally a Speculative Business




Resource
exploration and development is a speculative business and involves a high degree
of risk, including, among other things, unprofitable efforts resulting both from
the failure to discover mineral deposits and from finding mineral deposits
which, though present, are insufficient in size and grade at the then prevailing
market conditions to return a profit from production.  The
marketability of natural resources which may be acquired or discovered by the
Company will be affected by numerous factors beyond the control of the Company.
These factors include market fluctuations, the proximity and capacity of natural
resource markets, government regulations, including regulations relating to
prices, taxes, royalties, land use, importing and exporting of minerals and
environmental protection. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Company not
receiving an adequate return on invested capital.




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




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.




No
Known Reserves




The
Company’s properties are in the exploration stage and are without a known body
of commercial ore.  The Company does not have any mineral resources or
mineral reserves on its properties.  The Company has reported a
historic inferred resource on the Phoenix Gold Property.  The authors
of the Technical Report have not audited these estimates nor made any attempt to
classify them in accordance with NI 43-101.  These estimates should
not be relied on.




Title
Risks




The
acquisition of title to resource properties is a very detailed and
time-consuming process.  Title to, and the area of, the mineral
interests held by the Company may be disputed. There is no guarantee that such
title will not be challenged or impaired. There may be challenges to the title
of the properties in which the Company may have an interest, which, if
successful, could result in the loss or reduction of the Company’s interest in
the properties.




Although
title to its material property has been reviewed and an opinion of title
obtained by or on behalf of the Company, no assurances can be given that there
are no title defects affecting the properties. Title insurance generally is not
available for mining claims and other types of mineral tenure in Canada and the
Company’s ability to ensure that it has obtained secure title to individual
mineral properties may be severely constrained.




Although
a legal boundary survey exists on its Phoenix Gold Property, Rubicon has not
conducted surveys of all of its mineral interests in which it holds direct or
indirect interests; therefore, the precise area and location of such claims may
be in doubt. Accordingly, the properties may be subject to prior unregistered
liens, agreements, transfers or claims, and title may be affected by, among
other things, undetected defects.  In addition, Rubicon may be unable
to conduct work on the properties as permitted or to enforce its rights with
respect to its properties.




Aboriginal
Title and Rights Claims




Aboriginal
title and rights may be claimed with respect to Crown properties or other types
of tenure with respect to which mining rights have been
conferred.  The Company is not aware of any treaty land entitlement
claims or Aboriginal land claims having been formally asserted or any legal
actions relating to Aboriginal issues having been instituted with respect to the
Phoenix Gold Property.  There can be no assurance that treaty or
Aboriginal rights will not be asserted in the future in respect of the Phoenix
Gold Property, or any of the Company’s other properties. In addition, other
parties may dispute the Company’s title to its properties and its properties may
be subject to prior unregistered agreements or transfers or land claims by
Aboriginal peoples, and title may be affected by undetected encumbrances or
defects or government actions.




Uncertainty
of Acquiring Necessary Permits and Licenses




The
operations of the Company will require licenses and permits from various
governmental authorities. There can be no assurance that the Company will be
able to obtain all necessary licenses and permits that may be required to carry
out exploration, development and mining operations at its projects, on
reasonable terms or at all. Delays or a failure to obtain such licenses and
permits, or a failure to comply with the terms of any such licenses and permits
that the Company does obtain, could have a material adverse effect on the
Company.




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 Acts
and Regulations which guide exploration activity in Ontario include the Mining Act, the Public Lands Act, the Forest Fires Prevention Act,
Lakes and Rivers Improvement
Act, Crown Forest
Sustainability Act, Fish and Wildlife Conservation
Act, Occupational
Health and Safety Act, Health Protection and Promotion
Act, Environmental
Protection Act, and the regulations to the Gasoline Handling
Act.




The
Company cannot be certain that it will receive the necessary permits on
acceptable terms to conduct further exploration and to develop its properties.
The failure to obtain such permits, or delays in obtaining such permits, could
increase the Company’s costs and delay its activities, and could adversely
affect the operations of the Company.




Governmental
Regulation




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




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




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.




Market
Price of Company’s Shares and Financing




Since the
Fall of 2008, worldwide securities markets, particularly those in the United
States and Canada, have experienced a high level of price and volume volatility,
and the market price of securities of many companies have not necessarily been
related to the operating performance, underlying asset values or prospects of
such companies.  As a consequence, despite the Company’s past success
in securing significant equity financing, market forces may render it difficult
or impossible for the Company to secure investors to purchase new shares issued
at a price which will not lead to severe dilution to existing shareholders, or
at all.  Therefore, there can be no assurance that significant
fluctuations in the trading price of the Common Shares will not occur, or that
such fluctuations will not materially adversely impact on the Company’s ability
to raise equity funding without significant dilution to its existing
shareholders.




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.




Operating
Hazards and Risks




Mineral
exploration involves many risks. The operations in which the Company has a
direct or indirect interest will be subject to all the hazards and risks
normally incidental to surface and underground exploration, any of which could
result in work stoppages and damage to persons or property or the environment
and possible legal liability for any and all damage. Fires, power outages,
labour disruptions, flooding, unexpected ground conditions 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
Quality Requirements




United
States




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




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




The
Company is able to conduct its exploration within the provisions of the
applicable environmental legislation without undue constraint on its ability to
carry on efficient operations. The estimated annual cost of environmental
compliance for all properties held by the Company in the exploration stage is
minimal and pertains primarily to carrying out diamond drilling, trenching or
stripping.  Environmental hazards may exist on the Company’s
properties, which hazards are unknown to the Company at present, which have been
caused by previous or existing owners or operators of the
properties.




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.




General
Developments




The
mineral exploration and development business is intensely competitive and as
such the Company must maintain and enhance its high technical abilities in order
to compete in raising capital and delivering exploration results.




Management




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




Conflict
of Interest




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




Limited
Operating History:  Losses




The
Company has no experience in mining or processing of metals. The Company has
experienced, on a consolidated basis, losses of $556,329, $2,399,763 and $74,134
in the years ended December 31, 2009, 2008 and 2007,
respectively.  The Company has no mineral properties in development or
production and has no revenues from operations.  The Company does not
anticipate it will earn any material revenue in 2010 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, 2009, the Company’s deficit was $22,629,689.




Price
Fluctuations:  Share Price Volatility




In recent
years, the securities markets in the United States and Canada have experienced a
high level of price and volume volatility, and the market price of securities of
many mineral exploration companies have experienced wide fluctuations in price
which have not necessarily been related to the operating performance, underlying
asset values or prospects of such companies.  In particular, the price
of the Company’s common shares fluctuated from a high of $5.15 to a low of $1.13
per share during the financial year ended December 31, 2009.  There
can be no assurance that fluctuations in the price of the Company’s common
shares will not continue to occur.  See “Market for Securities: Trading Price
and Volume”.




Shares
Reserved for Future Issuance:  Dilution




As at
December 31, 2009, there were 5,755,000 options outstanding at a weighted
average price of $1.46 per share and no warrants outstanding.  As at
March 31, 2010, there were 8,226,500 options outstanding at a weighted average
price of $2.65 per share.  The exercise of these options will result
in further dilution to the Company’s shareholders and pose a dilutive risk to
potential investors.




Risk
Associated with the Issuance of Flow-Through Shares




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




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




Occupier
Liability and Environmental Hazard Risks




On the
Phoenix Gold Property, there are a number of mine structures (hoist, head frame)
and mine features (unused tailings and settling ponds, rock dumps and processing
plant) which were used by the previous owners to gain underground access and
stockpile mill feed. The mill was never fully commissioned and only 2,500 tons
of mill feed was processed.  The Company conducts on-going maintenance
and general rehabilitation activities to ensure the site is safe and secure.
There are no immediate and material environmental concerns or liabilities
according to consulting reports from URS Corporation and AMEC Engineering.
Relatively minor environmental issues exist that can readily be addressed on
final closure of the site. Water quality in the receiving environment meets
prevailing norms. In May of 2007, BZ Environmental Consulting was retained to
perform monthly baseline water sampling. See also “Governmental Regulation”
above.




Future
Litigation may impact the Company




The
Company may, currently or in the future, be subject to claims (including class
action claims and claims from government regulatory bodies) based on allegations
of negligence, breach of statutory duty, public nuisance or private nuisance or
otherwise in connection with its operations or investigations relating thereto.
While the Company is presently unable to quantify its potential liability under
any of the above heads of damage, such liability may be material to the Company
and may materially adversely affect its ability to continue
operations.




MATERIAL
MINERAL PROJECTS




Overview
of the Red Lake Greenstone Belt




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




Gold was
first discovered in the Red Lake area during the mid-1920s and by the mid-1930s
several producing gold mines were in operation.  Since that time the
RLGB has been intermittently explored by numerous companies and
prospectors.




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




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




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




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




Phoenix
Gold Property




The
following description of the Phoenix Gold Property is a reproduction of the
“summary” section from the Technical Report dated October 8, 2009, prepared by
independent consultant Robert D. Thomas, Jr, M.A., CPG and Michael W. Kociumbas,
B.Sc., P.Geo. of Watts, Griffis and McOuat Limited, each of whom is a “Qualified
Person” and “independent” as such terms are defined in NI 43-101, which is
incorporated by reference herein.




The
summary (in italics below) makes reference to a historical resource
estimate.  This historical estimate was prepared prior to the
implementation of NI 43-101.  The authors of the Technical Report have
neither audited these estimates nor made any attempt to classify them in
accordance with NI 43-101 standards or the Council of Canadian Institute of
Mining, Metallurgy and Petroleum definitions.  They are presented here
because Rubicon and the authors of the Technical Report consider them to be
relevant and of historic significance.  These estimates should not be
relied on.  References to the “Gold Corp-Premier’s GAZ Zone” refers to
the Goldcorp Inc. and Premier Gold Mines Ltd. joint venture project’s GAZ Gold
Zone and references to “Property” means the Phoenix Gold Property.




“The
Phoenix Gold Property is located in Bateman Township in the Red Lake District of
Northwestern Ontario, approximately six kilometres north of the operating Red
Lake Gold Mine. It is accessible by an eight kilometre all-weather, gravel road
from the town of Cochenour. Rubicon has earned a 100% interest in the Phoenix
Gold Project through two separate option agreements made during 2002. The water
covered areas of the 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 [June] 2002 which include mining rights and any
surface rights held by DGC subsidiary company called 1519369 Ontario
[Inc.]  Collectively, all of these titles are referred to as the
“Phoenix Gold Project” and cover an area of approximately 746 ha. The properties
are contiguous, have been previously surveyed and are currently in good
standing. Rubicon has also secured additional surface rights for the property
through a public auction by the Municipality of Red Lake. All titles to the
Phoenix Gold Project (Licenses of Occupation, Mining Lease, Mining Patents and
Surface Patents) have subsequently been transferred to Rubicon.




The
Property is underlain by a north-northeast trending, westerly-dipping belt of
deformed and intermixed metasediments, mafic volcanics and ultramafic rocks
which define the “East Bay Trend”. The rocks are Archean in Age and part of the
Balmer Sequence. A strong north northeast trending structural fabric through the
area is considered part of the East Bay Deformation Zone (“EBDZ”) which extends
south into the Cochenour-Willans mine area where it intersects the northwest
“Mine Trend” of the Red Lake Gold Mine.




Extensive
gold mineralization within the Red Lake camp has led to the total production of
more than 24 million ounces of gold (as of December 31, 2007). The Red Lake Gold
Mine, which now includes both the former Red Lake Mine and the Campbell Mine,
has a historical production of 17 million ounces of gold. The past-producing
Cochenour Mine (1.2 million ounces 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 gold deposits as McMarmac, Chevron, Abino,
McFinley and more recently, Gold Corp-Premier’s 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 Phoenix Gold Property commenced in the 1920s and continued
intermittently up to 1980. Initial underground exploration was conducted in 1956
on the McFinley Peninsula and this area was the focus of continued underground
development work during the period 1982-1989 by McFinley Mines Limited.
According to available records, the 1982-1989 exploration programs (by McFinley
Red Lake Mines Limited) included over 61,000 m (200,000 ft) of diamond drilling,
the refurbishment of a 128 m (419 ft) vertical shaft and underground development
on the 150-, 275- and 400-foot levels (46, 84 and 122 m levels, respectively).
Test stoping was initiated and a test milling facility capable of processing 150
tons per day was constructed. A bulk sampling operation was in progress at the
time of closure of the operation in early 1989. Limited tonnage was milled.
Surface stockpiles from underground mining development and test stoping remain
on site. When operations ceased, the underground mine workings were allowed to
flood.




The
1982-1989 exploration program (by McFinley Red Lake Mines Limited) resulted in
the estimation of an “inferred mineral resource” of the McFinley Gold Deposit of
334,007 tons at a grade of 0.20 Au oz/ton as reported by Hogg in May 2002 to a
vertical depth of 122 m (400 ft). This 1989 resource estimate is not NI
43-101 compliant and should not be relied on. Although a shaft and
underground workings were developed on this deposit, there has been no
commercial gold production. Deeper drilling encountered similar mineralization
with locally significant gold grades to depths of at least 518 m (1,700 ft)
below surface. Additional auriferous mineralization was encountered at the
contact of, and within, the talc-chlorite schist in water-covered areas
underlying the East Bay Trend in the vicinity of the workings.




Significant
      gold mineralization on the Phoenix Gold Property is found in the following
      types of veins and structures:




·
            Sulphidized
      and quartz-veined Banded Iron Formation
(“BIF”);




·
            Base
      metal-rich, breccias and quartz veins along D 2 -aged discrete shear zones
      (D-Vein Type);




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




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




·
            D2
      conjugate shear structures which crosscut the trend of the
      EBDZ;




·
            Sheared
      biotite-altered veined arsenopyrite-rich zones near the mafic/ultramafic
      contact with local native gold and trace base metals (Phoenix Zone, now
      called Island Zone);




·
            Gold-bearing
      veins in felsic intrusive and feldspar porphyry intrusive rocks and within
      ultramafic rocks of the East Bay Serpentinite (MAC3 and F2 Zone);
      and,




·
            Significant,
      silicified and biotite-altered ± sulphide mineralized zones in basalt
      (host to the newly discovered F2
Zone).




Rubicon
is continuing an aggressive exploration program. The property has been
re-evaluated within the context of current knowledge of ore control models at
the producing mines in Red Lake and the majority of the Company’s diamond
drilling programs has targeted areas outside the confines of the historic mine
site in areas considered to have high exploration potential for gold and limited
historical exploration work.




Since
2002, exploration work has included geological mapping, approximately 22,000
m2
(72,000 ft2) of
trenching and stripping, 60,000 m (197,000 ft) of re-logging of drill core for
selected historic holes, a high resolution airborne magnetic survey, a ground
magnetic survey, a seismic lake bottom topographic survey and a Titan 24
geophysical survey. Rubicon has also completed a total of 118,358 m (388,333
feet) of surface diamond drilling in 311 drillholes through an 11-phase program
with the drill set-ups collared from ice, land and barge. Drilling has focused
on testing property-wide targets over water, in and on the Peninsula, on the
Phoenix Zone (Island Zone), the Carbonate Altered Zone (“CARZ”), North Peninsula
Zone (Upper and Lower Zones), West Mine Target, KZ and Deep Footwall areas, and
along the newly discovered F2 Zone.




Permitting
for the dewatering and rehabilitating of the Mine began in 2008. The dewatering
has now been completed to facilitate underground exploration of the F2 Zone.
Rehabilitation of the head frame, hoist and remaining mine infrastructure is
also completed. The focus for the remainder of 2009 will be on drilling the F2
Zone from both surface and underground, with further drilling planned from
deeper levels following completion of a shaft extension and underground
development. This program commenced from the 122 m (400 ft) level in May 2009
(subsequent to the date of this report). Rubicon will also continue to drill
test targets by surface diamond drilling programs.




Exploration
by Rubicon has steadily advanced the Phoenix Gold Project with the discovery of
two significant gold deposits on the property, the “Phoenix Zone” (Island Zone)
discovered in 2004, and “F2 Zone”, intersected by diamond drilling in 2008.
These deposits are separate and unrelated to the McFinley Gold Deposit
historical gold resource estimate. The Phoenix Zone (Island Zone) is of the
classic Red Lake-style gold mineralization, currently has a strike length of 500
m (1,640 ft) and a depth extent of 200 m (656 ft) from surface. The zone is
situated at the north end of McFinley Island, two kilometres north of the
existing mine site, and is hosted within intensely biotized and quartz-carbonate
veined basalt near a “roll”, or deflection in the ultramafic
contact.




The
F2 Zone is composed of high grade gold mineralization and a lower grade
sulphide-rich zone, which currently has a strike length of approximately 700 m
(2,300 ft) and a depth extent of 1,101 m (3,612 ft) below surface and remains
open along strike and at depth. The zone appears to at least partly correlate
with a large Titan 24 chargeability anomaly. The anomaly extends laterally from
the F2 Zone for over 1,500 m (approximately 5,000 ft), and to depths up to 750 m
(approximately 2,500 ft) – the current depth limit of the survey. As for the
setting and style of this zone, it is similar in many respects to the high-grade
zones present at the nearby Red Lake Gold Mine. The F2 Zone is 420 m southeast
of the existing shaft and is entirely independent from the previous gold
resource of the McFinley Gold Deposit.  Additional diamond drilling
from both surface and underground are planned to expand the system laterally and
to depth, infill drilling to determine the continuity of grade and to further
the understanding of the geology, geometry and extents of this mineralized
system.




Significantly
more drilling is required to gain a better understanding of gold distribution,
geometry and controls on mineralization within the F2 Zone and the authors
conclude that the Property is one of merit. Rubicon is currently executing a
combined surface and underground exploration program to systematically test the
limits and expand the size of the F2 gold system over a 1,000 m strike length to
a depth of 1,500 m below surface. This program will also provide additional
information to better understand the distribution of the mineralization within
individual zones.




The
authors concur with Rubicon management’s conclusion that this is best
accomplished by drilling from underground, utilizing the existing 142 m (466 ft)
deep exploration shaft and workings, located only 450 m (1,476 ft) to the
northwest of the F2 Zone. Executing the underground program is anticipated to
provide significant cost savings related to the underground drilling vs. surface
drilling, will provide better core angles through the mineralized zones to for
interpretation purposes and will provide additional information required to
select the location of future access drifts, bulk samples and delineation drill
planning purposes.




In
collaboration with Rubicon, the authors have prepared and recommend the
following two phase work plan. A total budget of C$79.7 million is estimated to
execute the multi-phased, multi-year exploration program commencing 2009. An
initial C$25.3 million is planned under Phase 1 and an additional C$54.4 million
(Phase 2) will be modified accordingly dependent on the results of Phase 1. The
program consists of the following:




Phase
      1




·
            20,000
      m of surface drilling with two to three drills to continue to test the
      system with large step out holes (+200 m step
  outs);




·
            a
      total of 60,000 m of underground drilling broken down as
      follows:




o
            20,000
      m scheduled to be drilled from the current underground workings on the 400
      ft level (122 m) with two to three drills;
and




o
            deepening
      of the existing exploration shaft by an additional 250 m to a planned
      depth of 350 m below surface (current depth of 122 m) and the excavation
      of up to 500 m of access drifts from the shaft bottom, parallel to the
      zone with up to four drill stations; 40,000 m to be drilled from drill
      stations to be excavated from the bottom of the shaft with two to four
      drills.




Phase
2




·
            includes
      40,000 m of surface drilling - 20,000 m on the F2 Zone and 20,000 m
      outside the F2 Zone for exploration
purposes;




·
            includes
      80,000 m of underground drilling - 55,000 m on the F2 system (infill
      drilling) and 25,000 m delineation drilling;
and




·
            additional
      development will be required for the F2 Zone delineation drilling and to
      extract a bulk sample. This includes the 500 m of lateral development,
      four drill stations, sumps, and the cost of taking the bulk
      sample.




It
is estimated that the Phase 2 program will be initiated upon successful
completion of Phase 1. Phase 2 excavation is estimated to be completed in six
(6) months, or approximately the end of 2010: the diamond drilling would extend
into 2011. All aspects of the Phase 1 program will be carried out in parallel to
minimize the time required and allow shaft deepening to take place at the same
time as the surface drilling and the underground drilling from the 400 ft level.
The entire Phase 1 program is anticipated to be completed near the end of March
2010.”




To date,
the Company has completed approximately 90% of the Phase 1 program complete,
which has returned favourable results.  As a result, the Company has
initiated Phase 2 in accordance with the recommendations disclosed in the
Technical Report.




Permitting
Summary




During
2009 Rubicon completed the previously reported Phase 1 dewatering and shaft
rehabilitation.  In addition, Rubicon submitted a Closure Plan to the
Government of Ontario to allow underground exploration which was accepted for
filing in February 2009.  Rubicon has now extended three compartment
shafts to the 305 metre level and is advancing its underground development and
drill programs pursuant to the November 12, 2009 $82 million
financing.




Rubicon
had already obtained the necessary permits to commence the previously reported
Advanced Exploration program. The permits are summarized in the table
below.







Approval
            Issuing
      Government Agency
            Relevant Legislation (provincial)Air
      Certificate of Approval
              9500-7NGTTC
            Ministry
      of the Environment of Ontario (“MOE”)
            Section
      9, Environmental Protection ActIndustrial
      Sewage Certificate of Approval 4192-7JRJ3L
            MOE
            Section
      53, Ontario Water Resources ActPermit
      to Take Water 6020-7LHPX6
            MOE
            Section
      34, Ontario Water ResourcesPermit
      to Take Water  7714-7TZR7D
            MOE
            Section
      34, Ontario Water ResourcesPhoenix
      Advanced Exploration Project Closure Plan
            Ministry
      of Northern Development and Mines of Ontario
            Part
      VII, Mining
      ActLRIA
      Approval RL-2009-01
            Ministry
      of Natural Resources of Ontario
            Section
      17, Lakes and Rivers Improvement
Act




Rubicon
continues to work with the appropriate government agencies to obtain the
required permits as the project advances.




Exploration
Expenditures




Over the
past three years, the Company has incurred approximately $16.3 million in
exploration expenditures on its Phoenix property.




2009
Exploration




As of
December 31, 2009, the Company has drilled a total of 71,639 metres, during the
year, on the Phoenix property. The majority of this drilling, 66,033 metres was
focused on the newly discovered “F2 Gold Zone” announced March 12,
2008.




Mineralization
within the F2 Gold Zone occurs near a major ultramafic-mafic structural setting
which is considered analogous to major deposits in the Red Lake gold district.
The F2 Gold Zone is currently drilled to 1437 metres below surface and remains
open at depth. The zone is located approximately 450 metres southeast of the
existing exploration shaft (122 metre-deep, dewatered) which is being deepened
to facilitate underground access to more effectively drill the F2 Gold Zone.
Gold in the F2 Gold Zone is best developed within mafic volcanic rocks as
multiple and complex quartz veins, breccias and silica replacement zones that
typically contain visible gold and trace to 3% sulphides. Results to date
indicate that sub-parallel, high-grade gold lenses or shoots are developed
within a robust gold-bearing structure that also hosts thick, lower grade
intervals. The work carried out to date suggests the overall mineralized
envelope has a steep plunge to the southwest.  These interpretations
are preliminary in nature and relationships between the various styles of
mineralization are complex. Additional drilling is required to gain a better
understanding of gold distribution, geometry and controls on mineralization
within the F2 Gold Zone.




Since
discovering the F2 Gold Zone in late February 2008, significant gold
mineralization has now been intersected over a vertical distance of 4715 feet
(1437 metres) and over an interpreted strike length of over 4265 feet (1300
metres).  The reader is referred to the Company’s news releases and
its website for more information.  Drilling is on-going and complete
assays are pending. Currently, exploration is being carried out by two drill
rigs from the ice of East Bay. Typically, such ice based drilling is usually
concluded by the end of March due to the impending spring ice
‘break-up’.




A new
43-101 technical report focused on the exploration results from the F2 Gold Zone
was filed in January 2009. Following the $40 million financing in March 2009 and
$82 million financing in November 2009, we will be evaluating ways to expand and
increase exploration of the F2 Gold Zone which may require an updated 43-101
report to include an expanded program and budget.




Permitting
and Licenses




Further
exploration, and any development and mining operations of the Company will
require licenses and permits from various governmental authorities. There can be
no assurance that the Company will be able to obtain all necessary licenses and
permits that may be required to carry out exploration, development and mining
operations at its projects, on reasonable terms or at all. Delays or failure to
obtain such licenses and permits, or failure to comply with the terms of any
such licenses and permits that the Company does obtain, could have a material
adverse effect on the Company.




Rubicon
is required to comply with all permits in hand which includes the obligation to
continue to consult with local communities, including first
nations.




Qualified
Person




The 2009
exploration work in Red Lake was supervised by, and the technical information in
this AIF was prepared by or under the supervision of Terry Bursey, P.Geo., the
Qualified Person under the definition of NI 43-101 and an employee of the
Company.




NON
MATERIAL PROJECTS




Other
Red Lake projects (2007 – 2009)




Over the
past three years, the Company spent approximately $5.0 million in exploration on
its other Red Lake properties ($3.5 million in 2008), a majority of which was
funded by partners who optioned properties from the
Company.  Acquisitions and project options include:




Adams
      Lake Property




The Adams
Lake property comprises 35 unpatented mining claims (236 units) located
approximately 5 kilometres east of the Red Lake mine complex. Titan 24
geophysical surveys define large structures extending to depth that are thought
to be similar to structures which host gold mineralization elsewhere in this
prolific gold district. The Company conducted a two-hole reconnaissance program
at Adams Lake in 2008. The drilling confirmed the presence of prospective Balmer
rocks and validated the Titan 24 survey in the area below iron formation located
close to the Balmer formation contact.  The Company believes these
results confirm the presence of prospective units in a major fold closure at
Adams Lake. Due to the focus on the Phoenix Gold Project, drilling at Adams Lake
was curtailed to allow maximum resources to be directed to the F2 Gold Zone
discovery.




East
      Bay Property




The East
Bay Property comprises 43 unpatented mining claims (123 units) that occupies
four-kilometres of strike length of the East Bay Trend, immediately adjacent to,
and on strike with, the GAZ zone (an inferred resource of 1.4 million tonnes
grading 8.0 g/t gold controlled by Goldcorp/Premier Gold Source: Premier Gold
News Releases). The East Bay claims are underlain by the East Bay ultramafic
body, an important unit associated with gold elsewhere along the trend,
including at the Phoenix Gold Project.  East Bay is considered
strategic and a priority target.  Exploration plans for East Bay in
2008 were postponed to allow maximum resources to be directed to the F2 Gold
Zone discovery.  Subsequent to the 2009 fall $82 million financing, a
Titan 24 survey was planned and is on-going on the East Bay
property.




DMC
      Property




The DMC
property comprises 130 contiguous unpatented mining claims (263 units) located
7.5 kilometres northwest of the Red Lake mine complex and covers over 17
kilometres strike length of the northeast-trending RLGB.  The property
was subject to an option agreement with Agnico-Eagle Mines Ltd.  at
the beginning of 2008, but was returned 100% to the Company during February of
2008. The property is considered strategic to the Company and a Titan 24
geophysical survey covering the core of the DMC property was completed in April
2009. This survey technique has the potential to provide targeting information
from surface to up to one kilometre below surface. At the Company’s Phoenix Gold
Project, similar Titan 24 surveys have been able to identify the F2 Gold Zone
mineralized sequence. Rubicon views Titans 24 geological survey as a potentially
useful tool to identify new targets beyond the Phoenix Gold Project itself. The
results Titan 24 survey was evaluated in the fall of 2009 and used as a
targeting tool for a 2010 planned 10,000 metre winter drill program currently on
going on the DMC property. Additional Titan 24 surveys were completed subsequent
to the close of the $82 million financing that was completed in the fall of
2009.




Humlin
      Property




The
Humlin Property comprises 31 unpatented mining claims (294 units) located in
Fairlie Township. The property was subject to a 55% Option Agreement from April
2006 through to November 2008 to Solitaire Minerals Corporation (“Solitaire”).
During 2007 Solitaire funded a three hole drill program and in 2008 a soil
sampling survey on claims immediately adjacent to Goldcorp’s North Madsen
property and northwest of Claude Resources’ Madsen property. Solitaire did not
meet the required $400,000 option terms in 2008 and subsequently terminated its
Option Agreement.   No work was conducted on the property in
2009.




Slate
      Bay Property




The
Company has a 100% interest in 30 unpatented mining claims (153 units) located
in McDonough, Dome and Graves Townships.  Approximately $500,000 in
exploration work has been completed on the property since 2001.Slate Bay,
located in the core of Red Lake, is a large property with extensive gold-bearing
highly prospective Balmer stratigraphy, which includes key mafic-ultramafic
contacts in proximity to a regional scale angular unconformity.  The
setting is analogous to that at the producing mines in the
camp.  Subsequent to the  $82 million financing that closed
in the fall of 2009, a Titan 24 survey was completed on
the  property.




Wolf
      Bay Property




The Wolf
Bay Property comprises 23 unpatented mining claims located in the Todd and
Hammell Lake Townships of west Red Lake.  The property is currently
inactive.




Advance
      Property




The
Advance Property comprises 13 patented mining claims (approximately 39 ha) in
the Todd Township of west Red Lake.  The property is southwest of and
contiguous to the Newman Todd Property currently being drilled by Redstar Gold
Corporation.  The property is inactive but remains a prospective
target.




Partnered
Projects




McCuaig
      JV Property




The
McCuaig Property comprises three unpatented mining claims (10 claim units) seven
kilometres northwest of the Red Lake mine complex and is a Joint Venture between
Rubicon (60%) and Golden Tag Resources (40%). The property is strategically
located in the heart of the Red Lake gold camp and is underlain in part by the
Balmer stratigraphy of the RLGB. The geological setting is considered to be
analogous to the Bruce Channel mineralization previously being explored on the
adjacent Gold Eagle Mines property (now controlled by Goldcorp Inc.) and to the
setting of the major gold deposits of the camp hence is well located for future
exploration. Notwithstanding the foregoing, the Company’s focus at the Phoenix
Gold Project meant that no work was carried out in 2008 and
2009.  Subsequent to the  $82 million financing that closed
in the fall of 2009, a Titan 24 survey was planned and is on-going on the
McCuaig Property in conjunction with surveys completed over the adjacent DMC
Property.




Red
      Lake North Property




The
Company has optioned a 55% interest in its 48 unpatented mining claims (337
units) that comprise the Red Lake North Project located in Bateman, Black Bear,
Coli Lake and McDonough Townships to Solitaire Minerals Corporation
(“Solitaire”).  Solitaire is required to spend $751,000 by May 1, 2011
(as amended in 2009) in order to maintain its option in good standing at which
time, if all payments are made Solitaire will have earned a 60% interest in the
project. The main focus of exploration on the property is in the area referred
to as the Sidace Area claims.




Sidace
area claims




This area
of the Red Lake North Property is situated adjacent to the Main Discovery Zone
(MDZ) located on the  Goldcorp/Planet Exploration Inc. property (see
Planet Exploration’s news releases). The style of mineralization reported on the
adjacent property is consistent with locally thick gold zones developed within
folded quartz-sericite schist which are reported to exhibit an increase in both
gold grade and thickness with depth.  In early 2008 a drill hole was
completed to a depth of 2,269 metres to test the down-dip extension of the MDZ.
Assays returned from a 50.4 metre section of sericite-bearing schist indicate a
thick section of elevated gold (0.74 g/t over 36.1 metres) including 3.42 g/t
gold over 4.6 metres and individual assays up to 7.7 g/t gold over 1.0 metre.
This stratigraphy is interpreted to be the equivalent of the stratigraphy host
to the MDZ on adjacent claims. Partner Solitaire has elected not to drill a
recommended follow-up deep drill hole at Sidace but it has met its expenditure
commitment to May 2009.




Westend
      Property




During
2008, the Company optioned a 60% interest in 23 unpatented mining claims (87
units) known as the Westend Project located in Ball Township to Halo Resources
Ltd. (“Halo”).  Under terms of the Letter Agreement dated July 10,
2008, Halo must incur $1 million in expenditures on the property over four years
including $75,000 firm in Year 1 (completed), make a an initial cash payment of
$20,000 (completed) and issue to the Company 50,000 shares of Halo (completed)
to earn a 60% interest in the property.  Halo is required to complete
$225,000 of exploration expenditures before July 31, 2010 to maintain the option
..




English
Royalty Division




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




During
the year ended December 31, 2009, the Company spent $111,144 on acquisition and
maintenance costs and recovered $360,214 in cash and shares.




For
further information please refer to the financial statements for the year ended
December 31, 2009 of the Company incorporated by reference.




US
Projects




Alaska




During
2007, the Company announced the closing of the McEwen Transaction which included
the acquisition of a 512,960 acre land package in Alaska, southeast of Fairbanks
(see “General Development of the Business - Three Year History”). The lands
surround the Pogo Gold Deposit, owned by Sumitomo Minerals (60%) and Teck
Cominco (40%). Approximately 2/3 of the package is 100% owned by Rubicon (New
Horizon Claims) and the other 1/3 consists of lands subject to an option
agreement with Rimfire Minerals Corporation that allows the Company to earn up
to a 75% interest (see website www.rubiconminerals.com
for property map). The exploration targets are high- grade gold deposits of the
Pogo type. The Pogo deposit has a distinctive geochemical expression (gold,
bismuth, arsenic) and was discovered as a result of drill-testing stream silt
anomalies and a multi element soil anomaly.




Rimfire
      Option




Under the
terms of the Rimfire option agreement, Rubicon must complete expenditures
totalling US$4.8 million in exploration over six years to earn a 60% interest in
five properties. Upon vesting, Rubicon may obtain a further 10% interest in the
properties by completing a feasibility study, and at Rimfire's election, may
obtain an additional 5% (for a total of 75%) by providing a project financing
loan to be repaid from Rimfire’s free cash flow upon production.




Total
exploration expenditures on the Rimfire claims to the end of 2009, amounted to
Cdn $3.3 million, which satisfies the option requirements to that
date.




The
Alaska claims are at an early stage of exploration and accordingly, work has
focused on mapping and prospecting of this large area to identify and prioritize
targets for follow-up. The program also included a minor diamond drilling
program testing priority areas. Prospecting of the ER claims, under option from
Rimfire, led to the discovery of intermittently exposed sub-cropping surface
mineralization hosted by quartz rich breccias and elevated gold mineralization,
however subsequent drilling failed to return significant gold values. Rimfire
Minerals Corporation has been renamed Kiska Metals Corporation.




Total
exploration expenditures in Alaska since acquisition in 2007 amounted to Cdn
$5.5 million.  All commitments for Alaska exploration under the McEwen
transaction were met in 2008.  No exploration work was carried out on
the property during 2009.  Due to the F2 Gold Zone discovery, the
Company has elected to reduce its 2009-2010 exploration in Alaska but it
continues to view its holdings as prospective for high grade gold discoveries in
the area.




Nevada




During
2007, Rubicon acquired a 225,000 acre land package in Elko County, Northeastern
Nevada pursuant to the McEwen Transaction (see “General Development of the Business
- Three Year History”).  Exploration of this property is in the
preliminary stage.  Lexam Explorations Inc., a McEwen controlled
company, from whom the property was acquired, had previously carried out
approximate US$1 million worth of exploration.  Rubicon has met the
requirement under the McEwen acquisition and financing agreements of spending
US$500,000 exploring the property before mid May 2008.




This area
of Nevada is starting to be subject to more exploration following recent
discoveries by others in the region. During 2008, Rubicon carried out an
extensive airborne magnetic and radiometric survey designed to aid in the
development of target areas. This was supplemented by field mapping, prospecting
and the completion of a regional stream sampling program and ASTER image
analysis to aid in target selection. Reconnaissance field mapping and a stream
sediment sampling program was carried out in 2009. Additional field follow-up
mapping is planned for the 2010 field season.




Due to
the F2 Gold Zone discovery, the Company has elected to reduce its 2009-2010
exploration in Nevada but it continues to view its holdings as prospective for
bulk mineable gold discoveries in the area.




DIVIDEND
RECORD AND POLICY




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




OTHER
SHARE ISSUANCES




During
the fiscal year ended December 31, 2009, the Company issued a total of
43,975,000 common shares, pursuant to financings.




During
2009, the Company issued 10,682,843 common shares from the exercise of warrants
and 2,408,300 common shares from the exercise of options.




During
the fiscal year ended December 31, 2009, the Company did not issue any common
shares for mineral properties, pursuant to the terms of property and joint
venture agreements or otherwise.




DESCRIPTION
OF CAPITAL STRUCTURE




General
Description of Capital Structure




The
Company is authorized to issue an unlimited number of common shares without par
value of which 213,218,014common shares
were issued as at December 31, 2009.  The holders of common shares are
entitled to receive notice of and attend all meetings of shareholders with each
common share held entitling the holder to one vote on any resolution to be
passed at such shareholder meetings.  The holders of common shares are
entitled to dividends if, as and when declared by the board of directors of the
Company.  The common shares are entitled upon liquidation, dissolution
or winding up of the Company to receive the remaining assets of the Company
available for distribution to shareholders.




As
      at March 31, 2010, the Company had the following common shares, stock
      options and warrants outstanding:




Common
      shares issued and outstanding
            
            
            213,350,514Stock
      options
            
            
            8,226,500Warrants
            
            NilFully
      diluted share capital
            
            
            221,577,014




* Each
Stock Option and each Warrant entitles the holder to acquire one common share of
the Company.




CONSTRAINTS




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




RATINGS




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




MARKET
FOR SECURITIES




Trading
Price and Volume




The
Common Shares are listed and posted for trading on the TSX and NYSE Amex. The
table below sets forth, for the periods indicated over the 12 months prior to
the date of this AIF, the price range and volumes traded or quoted on the TSX
(as reported by TSX MarketData) and the NYSE Amex (as reported by
Bloomberg):




High
      and Low Prices and Volume on a monthly basisPeriod
            
            TSX
            
            
            NYSE
      AMEXHigh
            
            
            Low
            
            
            Volume
            
            
            High
              (Closing)
              U.S.$
            
            
            Low
              (Closing)
              U.S.$
            
            
            VolumeDecember,
      2009
            
            $
            5.15
            
            
            $
            4.21
            
            
            
            29,998,058
            
            
            $
            5.04
            
            
            $
            3.96
            
            
            
            15,801,600November,
      2009
            
            $
            4.77
            
            
            $
            4.30
            
            
            
            18,191,254
            
            
            $
            4.57
            
            
            $
            3.97
            
            
            
            19,520,500October,
      2009
            
            $
            4.94
            
            
            $
            4.03
            
            
            
            16,417,383
            
            
            $
            4.80
            
            
            $
            3.70
            
            
            
            20,014,800September
      2009
            
            $
            4.75
            
            
            $
            3.21
            
            
            
            22,372,415
            
            
            $
            4.35
            
            
            $
            2.95
            
            
            
            34,587,527August
      2009
            
            $
            3.44
            
            
            $
            2.67
            
            
            
            10,660,333
            
            
            $
            3.10
            
            
            $
            2.47
            
            
            
            14,115,945July
      2009
            
            $
            3.50
            
            
            $
            2.80
            
            
            
            15,882,999
            
            
            $
            3.06
            
            
            $
            2.52
            
            
            
            13,027,477June
      2009
            
            $
            3.79
            
            
            $
            2.55
            
            
            
            25,391,083
            
            
            $
            3.23
            
            
            $
            2.40
            
            
            
            19,066,073May
      2009
            
            $
            2.69
            
            
            $
            1.77
            
            
            
            16,321,171
            
            
            $
            2.45
            
            
            $
            1.55
            
            
            
            12,469,532April
      2009
            
            $
            2.14
            
            
            $
            1.76
            
            
            
            8,768,862
            
            
            $
            1.69
            
            
            $
            1.45
            
            
            
            7,174,755March
      2009
            
            $
            1.99
            
            
            $
            1.57
            
            
            
            7,816,227
            
            
            $
            1.60
            
            
            $
            1.27
            
            
            
            7,546,535February
      2009
            
            $
            1.92
            
            
            $
            1.53
            
            
            
            11,219,992
            
            
            $
            1.48
            
            
            $
            1.24
            
            
            
            9,694,554January
      2009
            
            $
            1.62
            
            
            $
            1.13
            
            
            
            3,828,148
            
            
            $
            1.31
            
            
            $
            0.95
            
            
            
            4,845,934




ESCROWED
SECURITIES




There are
no securities of the Company currently held in escrow or subject to a pooling
agreement or other contractual restriction on transfer.




DIRECTORS
AND OFFICERS




Name,
Occupation and Security Holding




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




Name,
      Position, Province
              and Country of Residence
            Principal Occupation for Past Five
      Years(1)
            Director
      and/or Officer
  SinceDavid
      W. Adamson,B.Sc. (Hons.), M.Sc., Ph.D.,
              President,
      CEO & Director
              British
      Columbia, Canada
            Exploration
      Geologist; President, CEO and Director of the Company for over the past
      five years
              Other
      Current Directorships
              Director
      of Constantine Metal Resources Ltd. (TSX-V) and Paragon Minerals
      Corporation (TSX-V
            Director
      since March 1996David
      R. Reid,B.A.,
      LL.B.,
              Director
              British
      Columbia, Canada
            Lawyer;
      Partner of Davis LLP, Barristers & Solicitors, from March 2002 to
      present
              Other
      Current Directorships
              Director
      of Far West Mining Ltd. (TSX) and Ross River Minerals Inc.
      (TSX-V)
            Director
      since April 2001Philip
      S. Martin,B.Sc.
      (Hons)
              Director
              Ontario,
      Canada
            Principal,
      P.S. Martin & Associates (Financial Consultants), for over the past
      five years
              Other
      Current Directorships
              Director
      of Bear Lake Gold Ltd. (TSX-V), Advanced Primary Minerals Corporation
      (TSX-V) and Starfield Resources Inc. (TSX)
            Director
      since
              July
      2003John
      R. Brodie, fca
              Director
              British
      Columbia,
              Canada
            Fellow
      of the Institute of Chartered Accountants (FCA); President of John R.
      Brodie Capital Inc. (private management services company), from October
      2003 to present
              Other
      Directorships
              Director
      of Far West Mining Ltd. (TSX), Ag Growth International Inc. (TSX), Pacific
      Safety Products Ltd. (TSX-V), Western Coal Corp. (TSX) and Silver Standard
      Resources Inc. (TSX)
            Director
      since January 2005Bruce
      Thomas,Q.C.
              Director
              Ontario,
      Canada
            Lawyer;
      Founding partner of Thomas Gold Pettingill LLP from July 2008 to
      present
              Partner
      at Cassels Brock LLP from September 1980 to June 2008
            Director
      since
              July
      2009Christopher
      J. Bradbrook
              Director
              Ontario,
      Canada
            Vice-President
      Strategic Development of Avion Resources Corp. (TSX-V) from February 2009
      to present; Executive VP, Strategic Development of Forbes & Manhattan,
      Inc. (Private Merchant Bank) from January 2009 to present; President &
      CEO of New Gold Inc. (TSX; AMEX) October 2004 to January 2008
              Other
      Current  Directorships
              Crocodile
      Gold Corp (TSX)
            Director
      since
              December
      2005William
      Cavalluzzo
              Vice-President,
      Investor Relations
              Ontario,
      Canada
            Vice-President,
      Investor Relations of the Company, for over the past five
      years
              Current
      Directorships
              Sierra
      Minerals Inc. (TSX)
            Officer
      since December 2001Glenn
      Y. Kumoi,BA,
      LL.B
              Vice-President,
      General Counsel and Corporate Secretary
              British
      Columbia, Canada
            Vice
      President, General Counsel and Corporate Secretary of the Company from
      December 2009 to present
              During
      the past 5 years, Mr. Kumoi’s principal occupation was Chief Legal
      Officer, VP Human Resources and Corporate Secretary for Ballard Power
      Systems, associate counsel for Davis LLP, and previously as an executive
      at MDSI Mobile Data Solutions Inc.
            Officer
      since December 2009Matthew
      Wunder,B.Sc,P.Geo
              Vice-President,
      Exploration
              British Columbia,
      Canada
            Professional
      geologist (P.Geo.)Vice-President, Exploration of the Company from 2007 to
      present
              From
      2004 to 2007, Mr. Wunder’s principal occupation was Senior Consultant at
      Golder Associates Ltd. to June 2007; VP Exploration at Mexoro Minerals,
      August 2006 to December 2006; and Senior Geologist at Aur Resources from
      April 2004 to August 2006
            Officer
      since
              June
      2007Claude
      Bouchard,B.Sc
              Vice-President,
      Operations
              Ontario,
      Canada
            Mining
      Engineer; Vice-President, Operations of the Company from April 2009 to
      present; Manager of Engineering (previously, General Manager of Project
      Development and Manager of the Levack Mine and Footwall Deposit) of FNX
      Mining Company Inc. in Sudbury, Ontario prior to April
2009
            Officer
      since
              April
      2009Robert
      G. Lewis,LL.B.,CGA
              CFO
              British Columbia,
              Canada
            Certified
      General Accountant; CFO of the Company, from September 2005 to present;
      CFO and Secretary of Paragon Minerals Corporation, from July 2006 to May
      31, 2008; Controller, International KRL Resources Corp./Logan Resources
      Ltd., from May 2004 to September 2005
            Officer
      since September 2005




Note:




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




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




The
committees of the Board of Directors of the Company consist of the Audit
Committee, the Compensation Committee, the Corporate Governance Committee and
the Nominating Committee.  Members of the Audit Committee are John R.
Brodie, FCA, (Chair), Philip S. Martin and Christopher J.
Bradbrook.  Members of the Compensation Committee are Christopher J.
Bradbrook (Chair), Philip S. Martin and Bruce Thomas, the Corporate Governance
Committee are Philip S. Martin (Chair), David R. Reid and Bruce Thomas, and the
Nominating Committee are Bruce Thomas (Chair), Philip S. Martin and John R.
Brodie.




The
directors and the executive officers of the Company as a group beneficially
owned, or controlled or directed, directly or indirectly, 2,785,887 shares of
the Company, representing 1.31% of the outstanding common shares of the Company,
as at December 31, 2009 (the number of common shares beneficially owned, or
controlled or directed, directly or indirectly, by the directors and the
executive officers of the Company is not within the knowledge of the management
of the Company and has been furnished to the Company by such directors and
executive officers).  None of the directors and executive officers of
the Company own any voting securities of any subsidiary of the
Company.




CEASE
TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS




Orders




To the
Company’s knowledge, except as otherwise noted herein, none of the Company’s
directors or executive officers is, as at the date of the AIF, or was within the
10 years before the date of the AIF, a director, chief executive officer or
chief financial officer of any company (including the Company and any personal
holding companies), that:




(a)
            was
      subject to a cease trade order, an order similar to a cease trade order or
      an order that denied the relevant company access to any exemption under
      securities legislation that was in effect for a period of more than 30
      consecutive days and issued while the director or executive officer was
      acting in the capacity as a director, chief executive officer or chief
      financial officer; or




(b)
            was
      subject to a cease trade order, an order similar to a cease trade order or
      an order that denied the relevant company access to any exemption under
      securities legislation that was in effect for a period of more than 30
      consecutive days and that was issued after the director or executive
      officer ceased to be a director, chief executive officer or chief
      financial officer and which resulted from an event that occurred while
      that person was acting in the capacity as director, chief executive
      officer or chief financial officer.




William
Cavalluzzo has been a director of Sierra Minerals Inc. (“Sierra”) since 2003. On
April 17, 2007, the Ontario Securities Commission (“OSC”) issued a cease trade
order (“CTO”) for failing to file annual financial statements and Management’s
Discussion & Analysis and the Annual Information Form, all in respect of the
year ended December 31, 2006, which prohibited William Cavalluzzo, among other
directors, officers and insiders of Sierra, from trading in and acquiring
securities of Sierra until two business days following all required filings
under Ontario securities legislation were made. The CTO issued by the OSC was
subsequently allowed to lapse on June 28, 2007 after the filing defaults were
remedied.




On May 4,
2009, the British Columbia Securities Commission (the "BCSC") issued a CTO
against Ross River Minerals Inc. ("Ross River"), a public company of which David
R. Reid is a director, for failure to file financial statements and the
associated Management's Discussion & Analysis and certifications for
the year ended December 31, 2008.  On August 11, 2009, the
Alberta Securities Commission (“ASC”) also issued a cease trade order against
Ross River for failure to file financial statements and the associated
Management’s Discussion & Analysis and certifications for the year
ended December 31, 2008, and the period ended March 31,
2009.  Each of the CTOs issued against Ross River were revoked on
October 30, 2009.




Bankruptcies




To the
Company’s knowledge, except as otherwise noted herein, none of the Company’s
directors, executive officers, or shareholders holding a sufficient number of
securities of the Company to affect materially the control of the
Company:




(a)
            is,
      as at the date of the AIF, or has been within the 10 years before the date
      of the AIF, a director or executive officer of any company (including the
      Company and any personal holding companies) that, while that person was
      acting in a that capacity, or within a year of that person ceasing to act
      in that capacity, became bankrupt, made a proposal under any legislation
      relating to bankruptcy or insolvency or was subject to or instituted any
      proceedings, arrangement or compromise with creditors or had a receiver,
      receiver manager or trustee appointed to hold its assets;
    or




(b)
            has,
      within the 10 years before the date of the AIF, become bankrupt, made a
      proposal under any legislation relating to bankruptcy or insolvency, or
      become subject to or instituted any proceedings, arrangement, or
      compromise with creditors, or had a receiver, receiver manager or trustee
      appointed to hold the assets of the director, executive officer or
      shareholder.




John R.
Brodie was appointed to the board of directors of Cross Lake Minerals Ltd.
(“Cross Lake”) on
October 24, 2008 to assist with restructuring the affairs of Cross Lake.
Previously, on October 14, 2008 Cross Lake filed for creditor protection under
the Companies’ Creditors
Arrangement Act (Canada). This action provided Cross Lake with time to
develop a reorganization plan with its creditors. Pricewaterhouse Coopers was
appointed as Monitor of Cross Lake’s business affairs to assist the Company in
developing the reorganization plan. On the successful completion of the
restructuring, Mr. Brodie resigned from the board.




Penalties
and Sanctions




To the
Company’s knowledge, except as otherwise noted herein, none of the Company’s
directors, executive officers or shareholders holding a sufficient number of
shares to affect materially the control of the Company or any of their personal
holding companies, has been subject to:




(a)
            any
      penalties or sanctions imposed by a court relating to securities
      legislation or by a securities regulatory authority or has entered into a
      settlement agreement with a securities regulatory authority;
      or




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




Conflicts
of Interest




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




The
directors and officers of the Company are aware of the existence of laws
governing the accountability of directors and officers for corporate opportunity
and requiring disclosures by the directors of conflicts of interest and the
Company will rely upon such laws in respect of any directors’ and officers’
conflicts of interest or in respect of any breaches of duty by any of its
directors and officers.  All such conflicts must be disclosed by such
directors or officers in accordance with the laws of British Columbia and the
Company expects they will govern themselves in respect thereof to the best of
their ability in accordance with the obligations imposed upon them by
law.  The directors and officers of the Company are not aware of any
such conflicts of interests or potential conflicts of interests other than the
relationship that David R. Reid has as a director of the Company and legal
advisor to the Company.




PROMOTERS




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




AUDIT
COMMITTEE




Audit
Committee Charter




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




“A.           Purpose




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




The
primary objectives of the Committee are as follows:




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




2.           To
oversee the work of the external auditors.




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




4.           To
enhance the external auditors’ independence.




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




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




B.           Responsibility
of Management and External Auditors




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




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




C.           Membership
and Organization




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




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




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




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




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




D.           Functions
and Responsibilities




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




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




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




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




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




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




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




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




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




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




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




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




(e)           ascertaining
compliance with covenants under loan agreements;




(f)           reviewing
disclosure requirements for commitments and contingencies;




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




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




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




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




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




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




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




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




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




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




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




(d)           review
the performance of the external auditors;




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




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




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




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




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




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




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




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




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




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




E.           Adoption
of the Audit Committee Charter and Amendments




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




Composition
of the Audit Committee




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




Relevant
Education and Experience




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




Reliance
on Certain Exemptions




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




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




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




Reliance
on Section 3.8




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




Audit
Committee Oversight




Since the
commencement of the Company’s most recently completed financial year, the
Company’s Board of Directors has adopted the recommendations of the audit
committee to nominate and compensate the external auditor.




Pre-Approval
Policies and Procedures




The audit
committee must review and approve in advance any engagement of the external
auditors for any non-audit services to the Company, taking into account the
potential impact on the independence of the auditors.  The committee
may delegate to one or more members the authority to approve non-audit services,
provided that the member reports to the Committee at the next scheduled meeting
such pre-approval.




External
Auditor Service Fees (By Category)




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




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




Financial Year Ending
            
            Audit Fees
            
            
            Audit Related Fees
            
            
            Tax Fees
            
            All Other FeesDecember
      31, 2009
            
            Not
      Billed as of March 31, 2009
            
            
            $
            23,900
            
            
            $                                                                           
      Nil
            
            NilDecember
      31, 2008
            
            $
            62,500
            
            
            Nil
            
            
            $
            4,500
            
            Nil







LEGAL
PROCEEDINGS AND REGULATORY ACTIONS




Legal
Proceedings




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




Regulatory
Actions




The
      Company is not aware of:




(a)
            any
      penalties or sanctions imposed against the Company by a court relating to
      securities legislation or by a securities regulatory authority during the
      financial year ended December 31,
2009;




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




(c)
            any
      settlement agreements the Company has entered into with a court relating
      to securities legislation or with the securities regulatory authority
      during the financial year ended December 31,
  2009.




INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS




Other
than as set forth below or elsewhere in this AIF or in the 2009 Circular, none
of the following persons has any material interest, direct or indirect, in any
transaction within the three most recently completed financial years or during
the current financial year that has materially affected or is reasonably
expected to materially affect the Company:




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




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




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




TRANSFER
AGENTS AND REGISTRARS




Our
transfer agent and registrar is Computershare Investor Services Inc., located at
510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9 and 100
University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1.  Registration
facilities are maintained by Computershare Investor Services Inc. at its offices
in Vancouver.




MATERIAL
CONTRACTS




Particulars
of every contract that is material to Rubicon, other than a contract entered
into in the ordinary course of business that is not required to be disclosed
under the CSA’s National Instrument 51-102 – Continuous Disclosure Obligations,
and that was entered into within the most recently competed financial year, or
before the most recently competed financial year but is still in effect, are
listed below.




On March
5, 2009, the Company entered into an agreement with GMP Securities L.P. and a
syndicate of underwriters including Macquarie Capital Markets Canada Ltd., TD
Securities Inc., Research Capital Corporation, BMO Capital Markets, Genuity
Capital Markets, Thomas Weisel Partners Canada Inc. and Dundee Securities Corp.
whereby such underwriters agreed to purchase, on an underwritten bought deal
basis, 25,000,000 common shares of the Company at a price of $1.60 per common
share for proceeds of $40,000,000.




On
October 27, 2009, the Company entered into an agreement with a syndicate of
underwriters, co-led by GMP Securities L.P. and TD Securities Inc. and including
Research Capital Corporation, Macquarie Capital Markets Canada Ltd., BMO Nesbitt
Burns Inc., Dundee Securities Corporation, Sandfire Securities Inc., Thomas
Weisel Partners Canada Inc., which have agreed to purchase, on a bought deal
basis, 16,500,000 common shares of the Company at a price of $4.55 per common
share, for aggregate gross proceeds of $75,075,000. The Underwriters were also
granted the option, exercisable in whole or in part at any time up to 30 days
after the closing of the offering, to purchase up to an additional 2,475,000
shares at $4.55 per common share.




NAMES
AND INTERESTS OF EXPERTS




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




Robert D.
Thomas, Jr., a certified professional geologist with the American Institute of
Professional Geologist, was the principal author of the Technical
Report.  Michael W. Kociumbas, a member of the Association of
Professional Geoscientists of Ontario and a senior geologist and Vice-President
of Watts, Griffis and McOuat Limited, was jointly responsible for several
sections of the Technical Report with the co-author Robert D.
Thomas.  The Technical Report summarizes all exploration work
completed on the Phoenix Gold Property from January 2006 to April
2009.  This Technical Report is an update to the previous NI 43-101
Technical Report prepared by Robert D. Thomas, Jr dated January 9,
2009.




Terry
Bursey, B.Sc. (Hons.), P.Geo., prepared and supervised the preparation of the
technical information on the Company’s Red Lake properties in the AIF and is an
employee of the Company.




To the
best of the Company’s knowledge, none of Robert D. Thomas, Jr, Michael W.
Kociumbas or Watts, Griffis and McOuat Limited, held any registered or
beneficial interest, direct or indirect in any securities or other property of
Rubicon or one of its associates or affiliates when the above-noted Technical
Report was prepared and no securities or other property of Rubicon or one of its
associates or affiliates were subsequently received or are to be received by
such experts.  Terry Bursey directly or indirectly holds registered or
beneficial interests in 70,200 common shares of the Company (representing less
than 1% of the issued and outstanding common shares as at the date of this AIF)
and stock options to acquire 360,000 common shares of the Company.




De Visser
Gray LLP, independent chartered accountants, are the auditors of the Company and
have performed the audit in respect of the Annual Financial
Statements.  De Visser Gray LLP are independent of the Company in
accordance with the rules of professional conduct of the Institute of Chartered
Accountants of British Columbia.




ADDITIONAL
INFORMATION




Additional
information relating to the Company may be found on SEDAR at www.sedar.comincluding the
following:




Additional
information, including particulars of directors’ and officers’ remuneration and
indebtedness, principal holders of the Company’s securities and securities
authorized for issuance under equity compensation plans, where applicable, is
contained in the 2009 Circular prepared in respect of its most recent annual
meeting.




Additional
financial information is provided in the Annual Financial Statements and the
Company’s management discussion & analysis for the year ended December 31,
2009.




For
copies of this Annual Information Form and documents incorporated by reference
herein please contact:






Rubicon
Minerals Corporation




Suite
1540 - 800 West Pender Street




Vancouver,
BC




V6C
2V6


Robert G. Lewis




Robert G.
Lewis, CFO


Telephone:
(604) 623-3333


Facsimile:
      (604) 623-3355