UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      40-F





(Check
      one)





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


OR


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





For
                the fiscal year ended: December 31, 2007
            Commission
                file number:
                001-32292





RUBICON
      MINERALS
      CORPORATION


__________________________________________________________


(Exact
      name of Registrant as specified
      in its charter)





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








1000


_______________________________________________________________________________


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








1540-800
      West Pender Street, Vancouver,
      British Columbia, Canada V6C 2V6


(604)
      623-3333


________________________________________________________________________________


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








DL
      Services Inc.


1420
      Fifth Avenue, Suite 3400, Seattle,
      Washington 98101


Telephone:
      (206)
      903-5448





__________________________________________________________________________


Name,
      address (including zip code) and
      telephone number


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








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





Title
                of each
                class
            Name
                of each exchange on which
                registeredCommon
                shares, no par
                value
            American
                Stock
                Exchange








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


None


_____________________


(Title
      of Class)





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





None


______________________


(Title
      of Class)








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





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





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





As
      at December 31, 2007,147,871,501Common
      Shares without par value were
      issued and outstanding.





Indicate
      by check mark whether the
      Registrant by filing the information contained in this Form is also thereby
      furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
      the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,
      indicate the filing number assigned to the Registrant in connection with such
      Rule.


[   ]
      Yes:
      82-____________                                                     
[  X   ]
      No





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


[
      X
      ]Yes                                                     
[    ]
      No










EXPLANATORY
      NOTE





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





FORWARD-LOOKING
      STATEMENTS





This
      Annual Report on Form 40-F and the
      exhibits attached hereto contain “forward-looking statements” within the meaning
      of the United States Private Securities Litigation Reform Act of
      1995.  Such forward looking statements concern the Company’s
      anticipated results and developments in the Company’s operations in future
      periods, planned exploration and development of its properties, plans related
      to
      its business and other matters that may occur in the future.  These
      statements relate to analyses and other information that are based on forecasts
      of future results, estimates of amounts not yet determinable and assumptions
      of
      management.




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




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




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




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




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




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




·
            risks
                related to commodity price
                fluctuations;




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




·
            risks
                related to failure to obtain
                adequate financing on a timely basis and on acceptable terms for
                the
                Company’s planned exploration and development
                projects;




·
            risks
                related to environmental
                regulation and liability;




·
            risks
                related to tax
                assessments;




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




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




This
      list is not exhaustive of the
      factors that may affect our forward-looking statements. Some of the important
      risks and uncertainties that could affect forward-looking statements are
      described further in the exhibits attached to this Annual
      Report.  Should one or more of these risks and uncertainties
      materialize, or should underlying assumptions prove incorrect, actual results
      may vary materially from those described in the forward-looking
      statements.  Forward-looking statements are made based on management’s
      beliefs, estimates and opinions on the date the statements are made, and the
      Company undertakes no obligation to update forward-looking statements if these
      beliefs, estimates and opinions or other circumstances should
      change.  Investors are cautioned against attributing undue certainty
      to forward-looking statements.





NOTE
      TO UNITED STATES READERS
      -


DIFFERENCES
      IN UNITED STATES AND
      CANADIAN REPORTING PRACTICES







The
      Company is permitted, under
      multi-jurisdictional disclosure system, adopted by the United States Securities
      and Exchange Commission (the “SEC”), to prepare this annual report in accordance
      with Canadian disclosure requirements, which differ from those of the United
      States.  The Company prepares its financial statements, which are
      filed with this Annual Report on Form 40-F, in accordance with Canadian
      generally accepted accounting practices (“GAAP”), and they are subject to
      Canadian auditing and auditor independence standards.  They are not
      comparable  to financial statements of United States
      companies.  Significant differences between Canadian GAAP and United
      States GAAP are described in Note 17 of the audited consolidated financial
      statements of the Company.





CURRENCY





Unless
      otherwise indicated, all dollar
      amounts in this report are Canadian dollars.  The exchange rate of
      Canadian dollars into United States dollars, on December 31, 2007, based upon
      the noon buying rate in New York City for cable transfers payable in Canadian
      dollars as certified for customs purposes by the Federal Reserve Bank of New
      York, was US $1.00 = CDN$0.9881.





RESOURCE
      AND RESERVE
      ESTIMATES




The
      Company’s Annual Information Form
      filed asExhibit
      1to this Annual Report
      on
      Form 40-F has been prepared in accordance with the requirements of the
      securities laws in effect in Canada, which differ from the requirements of
      United States securities laws.  The terms “mineral reserve”, “proven
      mineral reserve” and “probable mineral reserve” are Canadian mining terms as
      defined in accordance with Canadian National Instrument 43-101 – Standards of
      Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of
      Mining, Metallurgy and Petroleum’ (the “CIM”) -CIM
      Definition
      Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
      Council, as
      amended. These definitions differ from the definitions in the United States
      Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide
      7”) under the Securities Act.  Under SEC Industry Guide 7 standards, a
“final” or “bankable” feasibility study is required to report reserves, the
      three-year historical average price is used in any reserve or cash flow analysis
      to designate reserves and the primary environmental analysis or report must
      be
      filed with the appropriate governmental authority.






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







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





ANNUAL
      INFORMATION
      FORM





The
      Company’sAnnual
      Information Form(“AIF”) for
      the fiscal year ended December 31, 2007, is filed with this Annual Report as
      Exhibit 99.1 and incorporated by reference in this Annual Report on Form
      40-F.





AUDITED
      ANNUAL FINANCIAL
      STATEMENTS





Audited
      Annual Financial
      Statements





The
      audited consolidated financial
      statements of the Company for the years ended December 31, 2007, 2006, and
      2005,
      including the report of the
      independent registered public accounting firm with respect thereto, is filed
      with this Annual Report as Exhibit 99.2 and incorporated by reference in
      this Annual Report on Form
      40-F.





For
      a reconciliation of important
      differences between Canadian and United States
      generally
      accepted accounting principles, see Note 14 to the audited consolidated
      financial statements filed with this Annual Report on Form 40-F as Exhibit
      99.2.





MANAGEMENT’S
      DISCUSSION AND
      ANALYSIS





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








DISCLOSURE
      CONTROLS AND
      PROCEDURES







At
      the end of the
      period covered by this report, the fiscal year endedDecember 31, 2007, an
      evaluation was
      carried out under the supervision of, and with the participation of, the
      Company’s
      management, including the Chief
      Executive Officer (“CEO”)
      and Chief Financial Officer
      (“CFO”),
      of the effectiveness of the design
      and operations
      of the Company’s
      disclosure controls and procedures (as
      defined in Rule 13a–15(e)
      and Rule 15d–15(e)
      under the Exchange
      Act).  Based on that evaluation, the CEO and the CFO have concluded
      that, as of the end of the period covered by this report,
      the Company’s
      disclosure controls and procedures
      were adequately designed and effective in ensuring that: (i) information
      required to be disclosed by the Company in reports that it files or submits
      to
      the SEC under the Exchange Act is recorded, processed,
      summarized and reported within the
      time periods specified in applicable rules and forms and (ii) material
      information required to be disclosed in the Company’s
      reports filed under the Exchange Act
      is accumulated and communicated to our management, including
      our CEO and CFO, as appropriate, to
      allow for accurate and timely decisions regarding required
      disclosure.






MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER
      FINANCIAL REPORTING






The
      Company's management is responsible
      for establishing and maintaining adequate internal control
      over financial
      reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
      The Company’s
      management has employed a framework
      consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s
      internal control over
      financial reporting described
      below.  The Company’s
      internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation and fair presentation
      of
      financial statements
      for external purposes in
      accordance with generally accepted accounting principals.






Because
      of its inherent limitations,
      internal control over financial reporting may not prevent or detect
      misstatements. Projections of any evaluation of effectiveness to future periods
      are subject to the
      risk that controls may become inadequate because of changes in conditions,
      or
      that the degree of compliance with the policies or procedures may
      deteriorate.






Management
      conducted an evaluation of
      the design and operation of
      the Company’s
      internal control over financial
      reporting as of December 31, 2007 based on the criteria set forth inInternal
      Control–Integrated
      Frameworkissued by the Committee
      of
      Sponsoring Organizations of the Treadway Commission.  This
      evaluation included review
      of the documentation of controls, evaluation of the design effectiveness of
      controls, testing of the operating effectiveness of controls and a conclusion
      on
      this evaluation.  Based on this evaluation, management has concluded
      that the Company’s
      internal control over financial
      reporting was effective as of December 31, 2007 and no material weaknesses
      were
      discovered.




The
      Company is required to provide an
      auditor’s
      attestation report on internal control
      over financial reporting for the fiscal year ended December
      31,
      2007.   In this report, the Company’s
      independent registered auditor,
      DeVisser Gray LLP, must state its opinion as to the effectiveness of the
      Company’s
      internal control over financial
      reporting for the fiscal year ended December
      31, 2007.  DeVisser Gray
      LLP has audited the Company’s
      financial statements included in this
      Annual Report on Form 40-F and has issued an attestation report on the
      Company’s
      internal control over financial
      reporting.  The Auditor’s
      Attestation Report onInternal
      Controls over the Financial
      Reporting is included with the Auditor’s
      Report in the consolidated financial
      statements attached heretoasExhibit
      99.2.







CHANGES
      IN INTERNAL
      CONTROLS OVER FINANCIAL REPORTING





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





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





AUDIT
      COMMITTEE AND AUDIT COMMITTEE FINANCIAL
      EXPERT





The
      Company has a separately designated
      standing Audit Committee established in accordance with Section 3(a)(58)(A)
      of
      the Exchange Act.  The Company’s
      Audit Committee is comprised of three
      directors, John R. Brodie (Chair), Kevin D. Sherkin
      and Philip S.
      Martin, each of whom the Company’s
      board has determined is “independent”under
      MI 52-110 and AMEX Rules 121 and
      803A.  The Company has adopted the criteria for director independence
      and unrelatedness for members of public
      company audit committees that are
      consistent with the criteria prescribed by the Sarbanes-Oxley Act of 2002,
      Section 10A(m)(3) of the Exchange Act and Rule 10A-3(b)(1) promulgated
      thereunder, and the rules of the American Stock Exchange as currently ineffect.  All
      of the Audit
      Committee members are “financially literate”as
      such term is defined in MI
      52-110.




The
      Company’s
      Board of Directors has determined that
      John R. Brodie, FCA, a member of its audit committee, qualifies as an
“audit committee
      financial
      expert”within the meaning
      of the Commission’s
      rules.





Each
      audit committee member possesses
      education or experience that is relevant to the performance of their
      responsibilities as audit committee members of the Company.  John R.
      Brodie is a Fellow of the
      Institute of Chartered Accountants (FCA) and was a Partner of KPMG, Chartered
      Accountants, between August 1969 and August 2003.  Mr. Brodie also
      serves on the audit committee of Far West Mining Ltd. (TSX) and Silver Standard
      Resources Inc. (TSX).  Kevin
      Sherkin LLB is a practicing lawyer
      in Toronto, and serves as a nominee of several Ontario based
      shareholders.  He also has extensive contacts in the Toronto business
      community.  Mr. Sherkin also serves as a director of Golden Goose
      Resources Inc. (TSX-V).  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 andhas
      over 30 years experience in the
      mining industry ranging from mining engineer (1969-1979), corporate finance
      positions with Toronto Dominion Bank (1979-1986), research analyst
      (1986-1994).  Mr. Martin currently provides consulting services to the
      corporate
      and financial sectors.  Mr.
      Martin was Director and Managing Partner of Gordon Capital Corporation
      (1995-1998) and Director/Vice President of First Associates Investments Inc.
      (2000-2002).





CODE
      OF ETHICS FOR CHIEF EXECUTIVE
      OFFICER AND CHIEF FINANCIALOFFICER





The
      Company has adopted a Code of
      Conduct and Ethics applicable to its employees, officers and directors,
      including its Chief Executive Officer and Chief Financial Officer.  A
      copy of the Company’s
      Code of Conduct and Ethics was
      previously filed with the
      Securities and Exchange Commission as Exhibit 99.1 to Form 6-K filed on July
      18,
      2006 and is available in print, without charge, to any shareholder who requests
      it.  A copy of the Company’s
      Code of Conduct and Ethics is
      available on the Company’swebsite
      at
      www.rubiconminerals.com.





All
      amendments to the code, and all
      waivers of the code with respect to any of the officers covered by it, will
      be
      posted on the Company’s
      web site, submitted on Form 6-K and
      provided in print to any shareholder who requests them.





PRINCIPAL
      ACCOUNTING
      FEES AND SERVICES–INDEPENDENT
      AUDITORS





The
      table setting forth the
      Company’s
      fees paid to its independent auditor,
      DeVisser Gray LLP, Chartered Accountants (“DeVisser Gray LLP”)
      for the years ended December 31, 2007
      and 2006 are set forth
      below:





Years
                ended December
                312006
            2007Audit:
            $           32,000
            $     38,000Audit
                Related:
            $                     -
            $                -Tax
            $                    -
            $                -All
                Other
                Fees
            $-
            $                -Total
            $          32,000
            $     38,000





"Audit
      Fees" are the aggregate fees
      billed by DeVisser Gray LLP for the audit of the Company’s
      consolidated annual financial
      statements, reviews of interim financial statements and attestation services that
      are provided in
      connectionwith
      statutory and regulatory filings or
      engagements.





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





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




OFF-BALANCE
      SHEET
      ARRANGEMENTS





The
      Company does not have any off
      balance sheetarrangements
      other as disclosed in the notes to its consolidated financial
      statements.








TABLE
      OF CONTRACTUAL
      COMMITMENTS





The
      following table lists as ofDecember 31,
      2007 information withrespect to the Company’s
      known contractual
      obligations.








Payments
                due by
                periodContractual
                Obligations
            Total
            Less
                than 1
                year
            1-3
                years
            3-5
                years
            More
                than 5
                yearsLong-Term
                Obligations
            Nil
            Nil
            Nil
            Nil
            NilCapital
                (Finance) Lease
                Obligations
            Nil
            Nil
            Nil
            Nil
            NilOperating
                Lease
                Obligations
            $224,502
            $80,207
            $144,295
            Nil
            NilPurchase
                Obligations
            Nil
            Nil
            Nil
            Nil
            NilOther
                Long-Term Liabilities
                Reflected on the Company’s
                Balance Sheet under the GAAP of
                the primary financial statements
            Nil
            Nil
            Nil
            Nil
            NilTotal
            $224,502
            $80,207
            $144,295
            Nil
            Nil





This
      table includesall contractual
      obligations.





AMEX
      CORPORATE
      GOVERNANCE





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





Shareholder
      MeetingQuorum
      Requirement:  The
      AMEX minimum quorum requirement for a shareholder meeting is one-third of the
      outstanding shares of common stock.  In addition, a company listed on
      AMEX is required to state its quorum requirement in its bylaws.  The
      Company’s
      quorum requirement is set
      forth in its
      Articles.  A quorum for a meeting of shareholders of the Company is
      two persons present and being, or represented by proxy, shareholders who, in
      the
      aggregate hold at least 5% of the issued shares entitled to be voted
      atsuch
      meeting.





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





The
      foregoing is consistent withthe laws, customs and
      practices in Canada.





UNDERTAKING
      AND CONSENT TO SERVICE OF
      PROCESS





Undertaking





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





Consent
      to Service of
      Process





The
      Company filed an Appointment of
      Agent for Service of Process and Undertaking on Form
      F-X signed by the
      Company and its agent for service of process on March 31, 2008, with respect
      to
      the class of securities in relation to which the obligation to file this annual
      report arises, which Form F-X is incorporated herein byreference.




SIGNATURES




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





RUBICON
      MINERALS
      CORPORATION










By/s/Robert
                G. Lewis




Robert
                G.
                Lewis




Chief
                Financial
                Officer





Date:
      March 31,
      2008