**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      20-F/A**


**AMENDMENT
        NO. 1**
  (Mark
        One)
  box
              REGISTRATION
                  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                  ACT
                  OF 1934ORcbox
              ANNUAL
                  REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
                For
                  the
                  fiscal year ended______December
                  31, 2004_____________________________ORbox
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
                For
                  the
                  transition period from ______________________to
                  ______________________


Commission
                  file number ___________0-13066____________________________________________________________RUBICON
                  MINERALS CORPORATION_____________________
                (Exact
                  name
                  of Registrant as specified in its charter)_______________________BRITISH
                  COLUMBIA, CANADA________________________
                (Jurisdiction
                  of incorporation or organization)_________1540
                  - 800
                  West Pender Street, Vancouver, British Columbia, V6C 2V6,
                  Canada____
                (Address
                  of
                  principal executive offices)Securities
                  registered or to be registered pursuant to Section 12(b) of the
                  Act.Title
                  of each
                  class
                
                ____Common
                  Shares, no par value_____
                
                ____________________________________
              Name
                  of each
                  exchange on which registered
                
                _________American
                  Stock Exchange______
                
                ____________________________________Securities
                  registered or to be registered pursuant to Section 12(g) of the
                  Act.________________________None__________________________
                (Title
                  of
                  Class)
   -1-
 Securities
                  for which there is a reporting obligation pursuant to Section 15(d)
                  of the
                  Act._________________________________None______________________________________
                (Title
                  of
                  Class)Indicate
                  the
                  number of outstanding shares of each of the issuer's classes of
                  capital or
                  common stock as of the close of the period covered by the annual
                  report.55,006,031
                  common shares as of December 31, 2004.Indicate
                  by
                  check mark whether the registrant (1) has filed all reports required
                  to be
                  filed by Section 13 or 15(d) of the Securities Exchange Act of
                  1934 during
                  the preceding 12 months (or for such shorter period that the registrant
                  was required to file such reports), and (2) has been subject to
                  such
                  filing requirements for the past 90 days.cbox   
                    Yes   box        
                    NoIndicate
                  by
                  check mark which financial statement item the registrant has elected
                  to
                  follow.cbox  
                  Item 17        box   
                  Item 18






-2-


**TABLE
        OF
        CONTENTS**





**Glossary
              of
              Terms**
            
            **5****Forward
              Looking Statements**
            
            **10****Item 1 -
              Identity of Directors, Senior Management and Advisers**
            
            **11**




**A**
            **Directors
              and Senior
              Management**
            **11****B**
            **Advisers**
            **11****C**
            **Advisers**
            **11**




**Item 2
                -
                Offer Statistics and Expected Timetable**
              
              **11****Item 3
                -
                Key Information**
              
              **11**
 **A**
                **Selected
                  Financial Data**
                **11****B**
                **Capitalization
                  and
                  Indebtedness**
                **13****C**
                **Reasons
                  for
                  the Offer and Use of Proceeds**
                **13****D**
                **Risk
                  Factors**
                **13**
  **Item
                  4 -
                  Information on the Company**
                
                **19**
  **A**
                  **History
                    and
                    Development of the Company**
                  **19****B**
                  **Business
                    Overview**
                  **20****C**
                  **Organizational
                    Structure**
                  **37**
 **D            
                        Property, Plants and Equipment**
                      
                      **37**
  **Item
                      5 -
                      Operating and Financial Review and Prospects**
                    
                    **37**
 **A**
                      **Operating
                        Results**
                      **39****B**
                      **Liquidity
                        and Capital Resources**
                      **41****C**
                      **Research
                        and Development, Patents and Licenses, etc**
                      **41****D**
                      **Trend
                        Information**
                      **41****D**
                      **Off
                        Balance
                        Sheet Arrangements**
                      **41**
 **Item
                            6 -
                            Directors, Senior Management and Employees**
                          
                          **42**
 **A**
                            **Directors
                              and Senior Management**
                            **42****B**
                            **Compensation**
                            **44****C**
                            **Board
                              Practices**
                            **47****D**
                            **Employees**
                            **49****E**
                            **Share
                              Ownership**
                            **49**
 **Item
                                  7 - Major
                                  Shareholders and Related Party Transactions**
                                
                                **50**
 **A**
                                  **Major
                                    Shareholders**
                                  **50****B**
                                  **Related
                                    Party
                                    Transactions**
                                  **51****C**
                                  **Interests
                                    of Experts and
                                    Counsel**
                                  **52**
 **Item
                                        8 -
                                        Financial Information**
                                      
                                      **53**
 **A**
                                        **Consolidated
                                          Statements and Other Financial
                                          Information**
                                        **53****B**
                                        **Significant
                                          Changes**
                                        **53**


-3-




**Item
                    9 - The
                    Offer and Listing**
                  
                  **54**
 **A**
                    **Trading
                      History**
                    **54****B**
                    **Markets**
                    **54**
 **Item
                          10 -
                          Additional Information**
                        
                        **54**
  **A**
                          **Share
                            Capital**
                          **54****B**
                          **Memorandum
                            and Articles of Association**
                          **54****C**
                          **Material
                            Contracts**
                          **54****D**
                          **Exchange
                            Controls**
                          **54****E**
                          **Taxation**
                          **57****F**
                          **Dividends
                            and Paying Agents**
                          **64****G**
                          **Statement
                            by Experts**
                          **64****H**
                          **Documents
                            on Display**
                          **64****I**
                          **Subsidiary
                            Information**
                          **64**
 **Item
                                11 - Quantitative and Qualitative
                                Disclosures About Market Risk**
                              **64****Item
                                12 - Description of Securities Other
                                than Equity Securities**
                              **65****Item
                                13 -
                                Defaults, Dividend Arrearages and Delinquencies**
                              
                              **66****Item
                                  14 - Material Modifications to the Rights
                                  of Security Holders  and Use of Proceeds**
                              
                              **66****Item
                                15 -
                                Controls and Procedures**
                              
                              **66**
  **Item
                                    16**
                                  
                                  **66**
  **A**
                                    ****Audit
                                      Committee Financial Expert****
                                    **66****B**
                                    **Code
                                        of
                                        Ethics**
                                    **67****C**
                                    **Principal
                                        Accounting Fees and Services**
                                    **67****D**
                                    **Exemption
                                        from
                                        the Listing Standards for Audit Committees**
                                    **67****E**
                                    **Purchases
                                          of Equity Securities by the Issuer and
                                          Affiliated
                                          Purchasers**
                                    **68**
 **Item
                                            17 -
                                            Financial Statements**
                                          
                                          **69****Item
                                            18 -
                                            Financial Statements**
                                          
                                          **95****Item
                                            19 -
                                            Exhibits**
                                          
                                          **96****CERTIFICATIONS**
                                          
                                          **104**


-4-




**EXPLANATORY
      NOTE**






**THIS
      AMENDMENT NO. 1 TO THE REGISTRANT’S ANNUAL REPORT ON FORM 20-F IS BEING MADE
      PURSUANT TO THE COMMENTS OF THE STAFF OF THE UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION. A CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES
      OF
      INFERRED RESOURCES WAS ADDED ON PAGE 22 AND THE FOURTH PARAGRAPH OF “GOLDCORP
      OPTION AGREEMENT” ON PAGE 24 WAS REVISED. WITH RESPECT TO "POINT LEAMINGTON
      PROPERTY" ON PAGE 31, THE REFERENCE TO THE RESOURCE ESTIMATE FUNDED
      BY TLC
      VENTURES WAS REMOVED. WE ALSO DESCRIBED THE PROPERTIES OF TOQUIMA MINERALS
      CORPORATION ON PAGES 33-37. THERE ARE NO OTHER MATERIAL CHANGES TO THE ANNUAL
      REPORT ON FORM 20-F FILED ON APRIL 6, 2005.**






**GLOSSARY
      OF
      TERMS**







Certain
      terms used
      herein are defined as follows:





**Corporate
      Terms**





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





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





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





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





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





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





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






-5-


**Geological
      Terms**





***“Ag”*** -
      silver;





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





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





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





***“Au”*** -
      gold;





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





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





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





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





***“Cu”*** -
      copper;





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





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





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





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





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





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





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





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





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


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





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






-6-


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





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





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





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





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





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





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





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


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





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





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





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





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





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





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






-7-


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





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





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





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





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





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





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





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





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





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





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





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





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





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





***“Zn”*** -
      zinc.














**NOTE
      TO
      U.S. READERS** :





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






-8-


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


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




-9-




**FORWARD-LOOKING
      STATEMENTS**




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





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





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




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




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




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




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




·
            risks
                related
                to commodity price fluctuations;




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




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




·
            risks
                related
                to environmental regulation and
                liability;




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




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




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






-10-




**PART
      I**






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






**A.
      Directors and Senior Management**




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




**B.
      Advisers**




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




**C.
      Auditors**




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





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





Not
      applicable.




**Item
      3.
      Key Information**






**A.
      Selected
      Financial Data**




The
      selected
      financial data of the Company for the fiscal years ended December 31, 2004,
      2003, 2002 were derived from the consolidated financial statements of the
      Company which have been audited by De Visser Gray Chartered Accountants, as
      indicated in their report which is included elsewhere in this document (see
      “Item 17 - Financial Statements”).





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





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






-11-


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




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


**Notes:**


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


(2) $432,915
      attributed to partial and full property write-offs


(3) $171,358
      attributed to partial and full property write-offs


(4) $2,401,336
      attributed to partial and full property write-offs


(5) $90,810 attributed
      to partial and full property write-offs




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






-12-


**2004**
              **(audited)**
              
              **Cdn$**
            **2003**
              **(audited)**
              **Cdn$**
            **2002**
              **(audited)**
              **Cdn$**
            **2001**
              **(audited)**
              **Cdn$**
            **2000**
              **(audited)**
              **Cdn$**Operating
                Revenues
            Nil
            Nil
            Nil
            Nil
            NilLoss
                from
                Operations
            ($6,253,847)
            ($6,851,099)
            ($7,827,832)
            ($1,333,672)
            ($882,634)Total
                Assets
            $10,301,681
            $12,722,657
            $1,428,579
            $1,184,482
            $1,278,525Net
                Assets
            $8,929,944
            $11,310,097
            $874,707
            $1,050,157
            $1,136,321Net
                Loss per
                Share
            ($0.12)
            ($0.16)
            ($0.25)
            ($0.07)
            ($0.05)Number
                of
                Common Shares Outstanding
            55,006,031
            52,184,631
            34,032,251
            23,398,867
            19,508,509


***Notes:***


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




***Exchange
      Rate Information***




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





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





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




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


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





**2005**
              **2004****February**
              **January**
              **December**
              **November**
              **October**
              **September****High
                  for Period**
              0.8134
              0.8346
              0.8435
              0.8465
              0.8191
              0.7906**Low
                  for Period**
              0.7961
              0.8050
              0.8064
              0.8177
              0.7858
              0.7651


The
      information set
      forth in this Form is as at March 29, 2005 unless an earlier or later date
      is
      indicated. On March 29, 2005, the noon rate of exchange, as reported by the
      Federal Reserve Bank of New York for the conversion of US dollars into Canadian
      dollars was $ (US.$1.00 = Cdn$0.8241).




**B.
      Capitalization and Indebtedness**




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




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




Not
      Applicable.





**D.
      Risk
      Factors**




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




***No
      known Reserves or Resources***






-13-


The
        Company’s
        properties are in the exploration stage and are without a known body of
        commercial ore.
 
 The
        Company has no
        mineral producing properties at this time. Only those mineral deposits that
        the
        Company can economically and legally extract or produce, based on a
        comprehensive evaluation of cost, grade, recovery and other factors, are
        considered “resources” or “reserves.” The Company has not defined or delineated
        any proven or probable reserves or resources on any of its properties. Although
        the mineralized material and mineralized deposit estimates included herein
        have
        been carefully prepared by the Company, or, in some instances have been
        prepared, reviewed or verified by independent mining experts, these amounts
        are
        estimates only and no assurance can be given that any particular level of
        recovery of gold, silver or other minerals from mineralized material will
        in
        fact be realized or that an identified mineralized deposit will ever qualify
        as
        a commercially mineable (or viable) reserve. See “Note
        Regarding Forward-looking Statements.”
 
 Development
        of any
        of the Company’s properties will only follow upon obtaining satisfactory
        exploration results. Mineral exploration and development involve a high degree
        of risk and few properties which are explored are ultimately developed into
        producing mines. There is no assurance that the Company’s mineral exploration
        activities will result in the discovery of a body of commercial ore on any
        of
        its properties. Several years may pass between the discovery of a deposit
        and
        its exploitation. Most exploration projects do not result in the discovery
        of
        commercially mineable mineralized deposits.
 
 ***Operating
        Hazards and Risks***
 
 Mineral
        exploration
        involves many risks. The operations in which the Company has a direct or
        indirect interest will be subject to all the hazards and risks normally
        incidental to exploration, any of which could result in work stoppages and
        damage to persons or property or the environment and possible legal liability
        for any and all damage. Fires, power outages, labour disruptions, flooding,
        land
        slides and the inability to obtain suitable or adequate machinery, equipment
        or
        labour are some of the risks involved in the conduct of exploration
        programs.
 
 ***Environmental
        Factors***
 
 The
        Company
        conducts exploration activities in the Canadian Provinces of Ontario,
        Newfoundland, British Columbia, Nunavut Territory and through its majority
        owned
        subsidiary, Toquima Minerals Corporation, the States of Alaska and Nevada.
        Such
        activities are subject to various laws, rules and regulations governing the
        protection of the environment, including, in some cases, posting of reclamation
        bonds. In Canada, extensive environmental legislation has been enacted by
        federal and provincial governments. Such legislation imposes rigorous standards
        on the mining industry to reduce or eliminate the effects of wastes generated
        by
        extraction and processing operations and subsequently deposited on the ground
        or
        emitted into the air or water. All phases of the Company’s operations are
        subject to environmental regulation in the jurisdictions in which it operates.
        Environmental legislation is evolving in a manner which requires stricter
        standards and enforcement, increased fines and penalties for non-compliance,
        more stringent environmental assessments of proposed properties and a heightened
        degree of responsibility for companies and their officers, directors and
        employees. There is no assurance that future changes in environmental
        regulation, if any, will not adversely affect the Company’s operations. The cost
        of compliance with changes in governmental regulations has the potential
        to
        preclude entirely the economic development of a property.
 
 The
        Company is able
        to conduct its exploration within the provisions of the applicable environmental
        legislation without undue constraint on its ability to carry on efficient
        operations. The estimated annual cost of environmental compliance for all
        properties held by the Company in the exploration stage is minimal and pertains
        primarily to carrying out diamond drilling, trenching or stripping.
 
 Environmental
        hazards may exist on the Company’s properties, which hazards are unknown to the
        Company at present, which have been caused by previous or existing owners
        or
        operators of the properties.
 
 On
        the McFinley
        Gold Project, there are a number of mine structures (head frame, bulk sample
        process plant) and mine features (unused tailings and settling ponds, rock
        dumps) which were used by the previous owners to gain underground access
        and
        stockpile mill feed. The mill was never operational and the stockpiled feed
        was
        never processed. The Company conducts on-going general rehabilitation activities
        to ensure the site is safe and secure. There are no immediate and material
        environmental concerns or liabilities based on consulting reports from URS
        Corporation and AMEC Engineering. Relatively minor environmental issues exist
        that can readily be addressed on final closure of the site. Water quality
        in the
        receiving environment meets prevailing norms.
 
 See
        also
“Governmental Regulation” below.
 
 ***Additional
        Financing and Agreements with Other Parties***
 
 The
        Company has
        to-date been able to raise sufficient equity financing to undertake by acquire
        and carry out a certain amount of exploration on its principal and other
        properties. The Company also relies on corporate partners to fund a number
        of
        its




-14-


properties
      in
      Ontario and Newfoundland. Additional future exploration of the Company's
      properties depends on the Company's ability to obtain additional required equity
      or partner financing.





As
      of December 31,
      2004, the Company had cash and cash equivalents of approximately $6.9 million.
      Working capital at December 31, 2004 was $6.4 million. In 2005, as at March
      29,
      2005, the Company raised
      an
      additional $2.0 million from a flow-through financing, exercise of options
      and
      warrants. The Company will
      continue to
      incur exploration and assessment costs and  intends
      to fund its
      operations from working capital. The Company anticipates that it will incur
      approximately $8.8 million in exploration
      and
      assessment costs and administrative
      and
      other expenditures during the year ending December 31, 2005. The Company’s ability
      to continue its future exploration, assessment, and development activities
      depends in part on the Company’s ability to commence operations and generate
      revenues or to obtain financing through joint ventures, debt financing, equity
      financing, production sharing arrangements or some combination of these or
      other
      means.





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





***Competition***





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





***Title***





There
      is no
      guarantee that title to properties in which the Company has a material interest
      will not be challenged or impugned. The Company’s mineral property interests may
      be subject to prior unregistered agreements or transfers or native land claims
      and title may be affected by undetected defects. In addition, certain of the
      mining claims in which the Company has an interest are not recorded in the
      name
      of the Company and cannot be recorded until certain steps are taken by other
      parties. Before a number of claims under option can be recorded in the Company’s
      name, the underlying title holder has to assign title to the Company once the
      Company satisfies its option agreement obligations. There are no assurances
      that
      the underlying title holder will assign title. As at the date of this annual
      report, approximately 60% of claims have yet to be recorded in the Company’s
      name.





***Governmental
      Regulation***





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





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





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





*Newfoundland*





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






-15-


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





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





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





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





*Ontario*





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





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





*British
      Columbia*





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





Work
      which involves
      mechanized activities such as drilling, trenching, heavy mineral studies,
      establishment of a camp or other activities capable of causing ground
      disturbance, water quality impairments or disruption to wildlife or wildlife
      habitat, cannot commence until a Notice of Work and Reclamation Program has
      been
      provided to the District Inspector of Mines and a permit issued, on such terms
      and conditions deemed necessary and prescribed by the Minister. In some
      instances a permit is required to carry out certain airborne geophysical
      surveys. Reclamation for any surface disturbance is required.





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





*Nunavut*





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





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




-16-


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





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





***International
      Risks***





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





The
      Company’s
      subsidiary operates in a country that is subject to various political, economic
      and other uncertainties, including among other things, the risks of war and
      civil unrest, expropriation, nationalization, renegotiation or nullification
      of
      existing concessions, licences, permits, approvals and contracts, taxation
      policies, foreign exchange and repatriation restrictions, changing political
      conditions, international monetary fluctuations, currency controls and foreign
      governmental regulations that favour or require the awarding of contracts to
      local contractors or require foreign contractors to employ citizens of, or
      purchase supplies from, a particular jurisdiction. In addition, in the event
      of
      a dispute arising from foreign operations, the Company’s subsidiary may be
      subject to the exclusive jurisdiction of foreign courts or may not be successful
      in subjecting foreign persons to the jurisdiction of courts in the United States
      or Canada. The Company also may be hindered or prevented from enforcing its
      rights with respect to a governmental instrumentality because of the doctrine
      of
      sovereign immunity. It is not possible for the Company to accurately predict
      such developments or changes in laws or policy or to what extent any such
      development s or changes may have a material adverse effect on the Company’s
      operations.





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





***Inuit
      Lands and Other Aboriginal Rights***





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





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





***Management***





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





***Conflicts
      of Interest***





Certain
      directors
      of the Company are directors of, or may become associated with, other natural
      resource companies that acquire interests in mineral properties. Such
      associations may give rise to conflicts of interest from time to time. Such
      a
      conflict poses the risk that the Company may enter into a transaction on terms
      which place the Company in a worse position






-17-


than
      if no conflict
      existed. The officers and directors of the Company are required by law to act
      honestly and in good faith with a view to the best interests of the Company
      and
      its shareholders and to disclose any interest which they may have in any project
      or opportunity of the Company, but each officer or director has the identical
      obligation to other companies for which such officer or director serves as
      an
      officer or director.





***Foreign
      Incorporation***





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





***“Penny
      Stock” Rules***





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





***Limited
      Operating History: Losses***





The
      Company has
      limited experience in mining or processing of metals. The Company has
      experienced, on a consolidated basis, losses in all years of its operations,
      including losses of $4,082,836, $2,312,394 and $1,102,112 in the years ended
      December 31, 2004, 2003 and 2002, respectively. The Company has no mineral
      properties in development or production and has no revenues from operations.
      The
      Company does not anticipate it will earn any revenue in 2005 and anticipates
      it
      will incur losses for the foreseeable future. There can be no assurance that
      the
      Company will operate profitably in the future, if at all. As at December 31,
      2004, the Company’s deficit was $12,197,259.





***Price
      Fluctuations: Share Price Volatility***





In
      recent years,
      the securities markets in the United States and Canada have experienced a high
      level of price and volume volatility, and the market price of securities of
      many
      mineral exploration companies have experienced wide fluctuations in price which
      have not necessarily been related to the operating performance, underlying
      asset
      values or prospects of such companies. In particular, the price of the Company’s
      Shares fluctuated from a high of $1.73 to a low of $1.13 per share within the
      twelve month period preceding the date of this Form. There can be no assurance
      that the continual fluctuations in price will not occur.





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





As
      at December 31,
      2004 and March 25, 2005, there were respectively 3,486,625 (average exercise
      price of $1.11 per share) and 4,876,000 stock options (average exercise price
      of
      $1.16 per share) and 8,692,402 (average exercise price of $1.23 per share)and
      6,037,829 warrants (average exercise price of $1.23 per share) outstanding
      pursuant to which shares may be issued in the future, which will result in
      further dilution to the Company’s shareholders and pose a dilutive risk to
      potential investors. See “Item 17 - Financial Statements Note 7 and
      13.





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






-18-


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





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





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





***Dividend
      Record and Policy***





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




**Item
      4.
      Information on the Company**






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




The
      Company was
      incorporated on March 6, 1996, under the Company Act, under the name 515006
      B.C.
      Ltd. Its Memorandum was amended on April 2, 1996 to change its name to Rubicon
      Minerals Corporation. The head and principal office of the Company is at 1540
      -800 West Pender Street, Vancouver, British Columbia, Canada, V6E 4A6,
      telephone: (604) 623-3333. The Company’s registered office and address for
      service is located at Suite 2800 Park Place, 666 Burrard Street, Vancouver,
      British Columbia, Canada, V6C 2Z7.





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





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





The
      Company is a
      Canadian based mineral exploration-stage company that explores for commercially
      viable gold and base metal deposits. In addition the Company selectively invests
      in other mineral exploration and resource companies which the Company deems
      to
      be of merit. The Company will explore on its own mineral properties and/or
      option them to third parties to finance the exploration costs while retaining
      partial ownership and/or in exchange for a royalty interest. Since inception
      to
      December 31, 2004, the Company has raised approximately $36 million from equity
      financings, exercises of warrants and stock options. The Company had incurred
      approximately $25 million (including value of shares issued) in acquisition
      and
      exploration cost and $3 million in investments in shares of other exploration
      and development companies.






-19-


During
      2003, the
      Company vended its Palmer mineral property, located near Haines, Alaska to
      Toquima Minerals Corporation (“Toquima”) in exchange for shares of Toquima. The
      Company also invested $300,000 in Toquima in exchange for additional shares
      of
      Toquima. As at December 31, 2004, the Company owned 60.4% of Toquima which
      holds
      gold exploration properties in the State of Nevada.


During
        2004, the
        Company acquired 60% of Africo Resources Ltd. (“Africo”) and resold part of that
        investment. Africo holds an option to acquire a 75% interest in a copper-cobalt
        resource in the Democratic Republic of Congo. As at December 31, 2004, the
        Company held a 35.6% interest in Africo.
 
 **B.
        Business
        Overview**
 
 The
        Company’s key
        assets are in the Red Lake gold camp, in the Province of Ontario and a number
        of
        district-scale gold exploration properties in the Province of Newfoundland
        and
        Labrador. The Company also has a 60.4% (pre initial public offering) investment
        in a subsidiary named Toquima Minerals Corporation (“Toquima”) that holds gold
        and base metal exploration properties in the States of Nevada and Alaska
        in the
        United States. The Company also has a 35.6% interest in Africo Resources
        Ltd., a
        private B.C. Company that controls an option to acquire a 75% interest in
        a
        copper-cobalt resource located in the Democratic Republic of Congo. The Company
        does not have any assets or mineral properties that are in production or
        contain
        a known resource or reserve.
 
 Throughout
        this
        Item, the Company uses the phrase “option to earn 100% interest”. This means
        that once the Company has fulfilled its obligations and has earned a 100%
        interest in a property pursuant to a contract, the Company holds title to
        the
        property. Generally the mining rights associated with each property interest
        include subsurface mining rights and may or may not include surface rights.
        The
        main liability for the Company once it has obtained a 100% interest in a
        property is an environmental liability that may arise in connection with
        work
        carried out by the Company on the property.
 
 Please
        see Item 17,
        consolidated statements of deferred costs for a summary of expenditures,
        recoveries and write-offs by projects.
 
 ***PROPERTY
        INTERESTS***
 
 The
        following is a
        summary of the Company’s principal property interests, segregated by
        geographical location. The Company does not have any assets or mineral
        properties that are currently in production or contain a reserve.
 
 **CANADA**
 **ONTARIO**
 **RED
          LAKE
          MINING DIVISION**
 All
        of the
        Company’s Ontario mineral properties are located in the Red Lake gold camp which
        is situated in the Red Lake greenstone belt, an accumulation of Archean-age
        metavolcanic, metasedimentary and intrusive rocks comprising a portion of
        the
        Uchi Province of the Canadian Shield. The belt is recognized for its high-grade,
        highly profitable gold mines, which include the world class Campbell (Placer
        Dome) and Red Lake (Goldcorp) mines. The High Grade Zone at the Red Lake
        Mine
        contains 4.6 million ounces of gold with an average grade of 2.35 ounces
        of gold
        per ton (80.56 g/t) (source Goldcorp website). Combined, the Campbell-Red
        Lake
        ore bodies contain 22 million ounces at an average grade of 0.66 oz/ton (22.62
        g/t) Au (past production and reserves). Accordingly, there is demonstrable
        economic rationale for exploring within the Red Lake camp for similar
        deposits.
 
 Gold
        was first
        discovered in the Red Lake area during the mid-1920s and by the mid-1930s
        several producing gold mines were in operation. Since that time the Property
        has
        been intermittently explored by numerous companies and prospectors. Exploration
        by previous owners, consisting of mapping, trenching, drilling and geochemical
        and geophysical surveys, has identified numerous gold occurrences on the
        Property.
 
 The
        Red Lake
        greenstone belt (“RLGB”) records a volcanic history that spans 300 Ma, and is
        represented by seven volcano-sedimentary assemblages (Balmer, Ball, Bruce
        Channel, Trout Bay, Slate Bay, Huston, and Confederation). The oldest and
        most
        economically important is the 2.94 - 2.96 billion year old Balmer assemblage,
        which consists of tholeiitic and komatiitic flows and ultramafic intrusive
        rocks
        intercalated with lesser felsic volcanic, clastic and chemical sedimentary
        rocks. The majority of gold occurrences and all of the >1 million ounce gold
        deposits in the belt are hosted by Balmer assemblage rocks at or near to
        an
        angular unconformity with overlying Huston (<2.89 Ga and >2.74 Ga) and
        Confederation (2.75 - 2.73 Ga) assemblage sedimentary and felsic to intermediate
        volcanic rocks. Polyphase deformation involved an early non-penetrative
        deformation (D 0 ),
        which uplifted
        pre-Confederation and Huston age rocks, and at least two episodes of
        post-Confederation deformation (D 1 and D 2 )
        reflected in
        folds and fabrics of low to moderate finite strain. Overall strain in the
        RLGB
        is low, but local high strain zones do occur, typically in areas of strong
        alteration with locally associated gold mineralization.


-20-


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





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





Red
      Lake is
      serviced by an all-weather paved highway (Highway 105) from Kenora, and by
      scheduled airline or bus service from Kenora, Dryden or Winnipeg. The area
      has a
      rich mining history, with two active producing mines (the Campbell and Red
      Lake
      Mines), and has all the facilities and infrastructure required to develop a
      new
      mining operation.





The
      Company’s
      properties are accessible by boat from Red Lake, or by an extensive network
      of
      logging roads. In the winter months ice roads and skidoo trails provide access.




McFinley
      Gold
      Property




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





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


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





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


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





**2004
      Highlights**





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





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





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





·
            Hole
                PZ-23 -
                70.1 g/t gold over 3.1 metres (2.04 oz/ton over 10.17 ft), containing
                widespread and abundant visible
                gold.


·
            Hole
                PZ-34 -
                20.5 g/t gold over 1.2 metres


·
            Hole
                PZ-47 -
                22.24 g/t gold over 1.7 metres


·
            Hole
                PZ-48 -
                33.22 g/t gold over 1.5 metres





-21-


The
      Company resumed
      exploration drilling in January 2005 and plans to spend approximately $3 million
      in exploration on the McFinley project during 2005 to expand the current limits
      of mineralization and to investigate potential for development of multiple
      gold
      zones similar to those found at Goldcorp’s high-grade zone.





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





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





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





*The
      following
      is an excerpt from the Technical Report on Form 43-101F1, “An Update on
      Exploration Activities of the Company on the McFinley Property, Red Lake,
      Ontario, For the Period April 2004 to December, 2004, prepared by Darwin Green,
      P.Geo. The author has the experience, background and personal knowledge to
      act
      as Qualified Person under NI43-101.*





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





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





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





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





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





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





This
      section uses
      the term “inferred resources”. We advise U.S. investors that while this terms is
      recognized and required by Canadian regulations, the U.S. Securities and
      Exchange Commmission does not recognize it. “Inferred






-22-


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.





**U.S.
      investors are cautioned not to assume that part or all of an inferred resource
      exists, or is economically or legally minable.**





The
      1982-1989
      Exploration Program resulted in the estimation of an ‘Inferred Mineral Resource’
      of 334,007 tons at a grade of 0.20 Au opt to a depth of 400 feet (Hogg 43-101
      Report, October, 2002). Deeper drilling encountered similar mineralization
      with
      locally interesting gold grades to depths of at least 1,700 feet below surface.
      The deeper area is considered an area of geological and exploration interest.
      Additional auriferous mineralization was encountered at the contact of, and
      within, the talc chlorite schist in water-covered areas underlying the East
      Bay
      Trend in the vicinity of the workings. These remained to be further explored
      upon closure of the mine.





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





·
            Sulphidised
                and quartz-veined, Banded Iron
                Formation;


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


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


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


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


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


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


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





The
      Company is
      undertaking an aggressive and ongoing exploration program on the McFinley
      Property. Exploration during the period 2002-2004 has included approximately
      75,000 square feet of trenching and stripping, geological mapping, relogging
      of
      selected historic holes, 28,052 meters of surface diamond drilling, airborne
      geophysics, ground magnetometer and seismic surveys, and much re-evaluation
      of
      previous information. The Property has been reevaluated with modern knowledge
      of
      ore controls at the producing mines in Red Lake, and the majority of diamond
      drilling by the Company has targeted areas outside the confines of the historic
      mine site in environments with high exploration potential and limited historic
      work.





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





·
            Phase
                1:
                1,909 meters (6,264 feet) in 14 holes in the immediate area of the
                Peninsula (Nov to Dec 2002);


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


·
            Phase
                3:
                3,058 meters (10,033 feet) in 10 holes for follow-up drilling on
                McFinley
                Peninsula (July to Sept 2004); and


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


·
            Phase
                5:
                6,038 metres (19,810 feet) in 34 holes for follow-up drilling on
                the
                Phoeniz Zone from McFinley island (July - Aug
                2004)





Exploration
        by the
        Company has steadily advanced the Property, culminating with the early stage
        discovery in 2004 of a significant new zone of classic Red Lake style high-grade
        gold mineralization - the Phoenix Zone. The Phoenix Zone, defined as the
        overall
        mineralized system, currently has a strike length of 250 metres and a depth
        extent of 150 metres below surface. The higher grade core of the Phoenix
        Zone,
        which is currently drilled on 15- to 30-metre centres over a strike length
        of
        150 metres and over a depth extent of 100 metres, plunges gently to the
        southwest and has an arithmetic average grade of 20.03 g/t gold over 3.1
        metres
        based on eight drill holes. The zone is situated at the north end of McFinley
        Island 2 km north of the existing mine site, and is hosted within intensely
        biotized and quartz-carbonate veined basalt near a roll in the ultramafic
        contact. To date, a total of 56 holes (9,514 m), have been drilled in the
        Phoenix Zone area, with an initial 22 holes drilled in February/March 2004,
        followed-up with 34 holes drilled in July/August/September.




-23-


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





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





**Goldcorp
      Option Agreement**


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





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





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




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


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




**McCuaig
        JV
        Property**
 
 The
        McCuaig Red
        Lake Joint Venture Property is located in Dome Township, Red Lake Mining
        Division, Ontario.
 
 In
        1998 the Company
        drilled two holes (total 575 metres) and intersected potentially important
        altered ultramafic rocks. Low gold values were returned from assays. The
        Company
        carried out a program of extensive soil sampling, mechanized trenching and
        ground magnetics at the end of 1999 on the McCuaig Property. In the northwest
        portion of the McCuaig Red Lake JV Property, the Company has exposed the
        contact
        of an altered and deformed ultramafic body. Alteration is associated with
        the
        development of intense quartz-carbonate accompanied by strongly elevated
        arsenic, antimony, mercury and locally gold. Magnetic data are interpreted
        to
        suggest that this contact extends southwestwards beneath Red Lake for a minimum
        additional 800 metres. Soil surveys have detected the areas of known
        mineralization referred to, above, and have detected new targets that warrant
        follow-up. In 2000, the Company conducted detailed mapping of Mackenzie Island
        with the goal of generating drill targets by incorporating details of soil
        sampling and trenching conducted in October - November 1999. A new gold-bearing
        structure was intersected at the McCuaig Red Lake JV Property in March 2001.
        In
        January through April 2002, the Company carried out a diamond drill program
        at
        the McCuaig Red Lake JV Property. The Company completed 20,824 feet (6347
        metres) in 26 diamond drill holes on the project.
 
 The
        Company earned
        a 60% interest in three unpatented mining claims in Dome Township for which
        the
        Company paid $25,000 and incurred total exploration expenditures of $972,000
        by
        May 31, 2003 The property is subject to a 2% NSR royalty of which the Company
        purchased 50% in the ERD acquisition in March 2003. The Company may with
        its 50%
        partner purchase 50% of the NSR royalty for $200,000 and also retains a right
        to
        first refusal on the remaining NSR royalty.
 
 During
        2004, the
        Company carried out a drill program on its McCuaig JV project with partner
        Golden Tag Resources Ltd. (60% Rubicon and 40% Golden Tag). No significant
        results were reported.




-24-


**DMC
      Properties**





**Meunier
      Property**


The
      Company has a
      100% interest in 115 unpatented mining claims, which it acquired by spending
      $350,000 on exploration expenditures and making option payments of $75,000.
      The
      property is subject to NSR royalty of 2.5% on 38 claims (the Company can
      purchase a 1.5% NSR royalty for $1.5 million), 2% NSR royalty on 54 claims
      (the
      Company can purchase a 1% NSR royalty for $1.0 million), and 1% NSR royalty
      on
      27 claims. Annual advance royalty payments of $25,000 are due by April
      15 th of each
      year.





**Red
      Lake
      West Property**


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





**Red
      Lake
      East Property**


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





**Slate
      Bay
      Property**


The
      Company
      acquired a 100% interest in 13 unpatented mining claims located in Todd
      township. The property is subject to a sliding scale NSR of 1.75% to 2.0%
      depending on the price of gold.





Subsequent
      to
      December 31, 2004, the Company optioned its Slate Bay project in Red Lake
      whereby King’s Bay Gold can earn a 51% interest in the property by spending
      $2.75 million in exploration costs over a four year period, commencing March
      1,
      2005 and including a firm commitment to spend $250,000 in exploration costs
      in
      the first year of the agreement. Kings Bay Gold made an initial payment of
      $10,000 and 25,000 of its common shares to the Company and is required to make
      additional payments of $90,000 in cash and share payments totaling $90,000
      to
      the Company over the term of the agreement.




**Humlin
      Property**


The
      Company
      acquired a 100% interest in 13 unpatented mining claims located in Fairlie
      Township. The property is subject to a sliding scale NSR of 1.75% to 2.0%
      depending on the price of gold.





**East
      Bay
      Property**


The
      Company has two
      option agreements to acquire a 100% interest in 83 unpatented mining claim
      units . During
      2004 Wolfden Resources Ltd., as operator, funded a $0.6 million drilling
      exploration program on the East Bay West where anomalous gold up to 8.75 g/t
      over 0.54 metres was returned along with thick intervals of anomalous gold
      of
      0.59 g/t over 40.5 metres and 0.74 g/t over 28.2 metres. Wolfden subsequently
      elected not to continue with its option on this project. The Company believes
      that the property has the potential to host the down dip extension of the
      adjacent East Bay zones that are actively being explored by Placer/Wolfden
      and
      future follow up drilling in the area is warranted especially considering the
      close proximity to the adjacent Placer-Wolfden GAZ gold zone on which an
      inferred resource of 326,407 ounces of gold was announced by Wolfden in February
      2005.





**Herbert
      Option**


The
      Company
      acquired a 40% interest in 81 unpatented mining claim units located in the
      Bateman and Blackbear townships **.** The
      Company has the
      option to acquire the remaining 60% interest by making cash payments of $87,000
      ($27,000 paid) and issuing 60,000 common shares (45,000 issued). **** The
      property is
      subject to a 2% NSR royalty, of which the Company may purchase 1% of the NSR
      royalty for $1.0 million.





**Seargeant
      Property**


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





**Hammell
      Lake Property**


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





**Redstar
      Option Agreement**


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





Redstar
      can earn an
      initial 51% interest in the properties by making cash payments to the Company
      totaling $135,000, issuing 500,000 post-consolidation shares (250,000 received)
      to the Company and expending $2.75 million in exploration work over




-25-




four
        years,
        including a firm commitment of $450,000 for the first year (completed). During
        the comparative year, the Company amended the agreement in which Redstar
        can
        increase its interest to 60% by funding total exploration expenditures of
        $3
        million over eight years and can increase its interest to 70% by funding
        and
        bankable feasibility study and arranging project financing for a mine. Redstar
        is also responsible for making all cash payments to the underlying property
        vendors and the issuance of 150,000 common shares to the Company (paid).
        Subsequent to December 31, 2004, the Company renegotiated this option agreement
        with Redstar whereby under the new agreement, Redstar agreed to make an initial
        cash and share payment of $25,000 and 250,000 common shares. Redstar is then
        required to make additional cash payments of $175,000, issue an additional
        $75,000 in Redstar shares and complete an additional $1,100,000 in work
        expenditures over a four year period to earn a 51% interest in a number of
        properties covered under the Redstar option agreement.
 
 **Pipestone
        North Property**
 The
        Company
        acquired a 100% interest in the six unpatented mining claims.
 
 **Wolf
        Bay
        Property**
 The
        Company
        acquired 18 unpatented mining claims. 17 claims are optioned to Redstar and
        one
        claim was traded to a third party in return for the Company receiving an
        NSR of
        1.75%.
 
 **Pipestone
        South Property**
 The
        Company
        acquired a 100% interest in 15 unpatented mining claims.
 
 **English
        Royalty Division (“ERD”)**
 
 The
        Company
        acquired rights to cash and share option payments and contractual interests
        in
        an initial portfolio of 63 mineral interests, mainly in the Red Lake district
        of
        Ontario, from prospector Perry English in exchange for $500,000 and 250,000
        of
        the Company’s shares. As part of the agreement, the Company engaged Perry
        English as a consultant for a period of two years at an annual rate of $75,000,
        renewable for another two years at Perry English’s option, to acquire additional
        mineral properties of merit for optioning to third parties. Subsequent to
        2004,
        Perry English elected to extend the consultancy agreement for one additional
        year. Mr. English is also entitled to a bonus on cash and share option payments
        received from the mineral properties in the ERD in excess of $150,000, payable
        as follows: 10% on receipts between $150,000 and $300,000, 15% on the next,
        $50,000, 17.5% on the next $100,000 and 20% on the next $400,000.
 
 In
        addition, the
        initial portfolio of mineral properties in the ERD included 14 mineral
        properties optioned to the Company which it now owns through the ERD. As
        a
        result, the Company eliminated and saved $9,000 in option payments in 2003,
        $123,000 in 2004 and is expected to save another $87,000 in 2005 for a total
        of
        $219,000.
 
 During
        2003, the
        Company spent $1.0 million (included the initial acquisition costs, consulting
        fee and bonus paid to Perry English, and cost of new additional mineral
        properties and costs) and recovered $0.4 million in cash and share option
        payments. As at December 31, 2003, the English Royalty Division properties
        had a
        carrying book value of $0.6 million (excluding saved option
        payments).
 
 During
        2004, the
        Company spent $0.4 million in acquisition costs and recovered $0.6 million.
        As
        at December 31, 2004, the English Royalty Division properties had a carrying
        book value of $0.4 million (excluding saved option payments).
 
 Combined
        with the
        savings in option and advance royalty payments, the Company expects to recover
        all its initial and subsequent costs included to date during 2005 at which
        point
        it will have acquired rights to cash and share option payments and royalty
        interests in a substantial number of mineral properties for little or no
        cost.
        The Company however expects to continue to acquire additional mineral properties
        of merit for optioning to third parties.
 
 Future
        cash and
        option payments are dependent on third parties maintaining the mineral
        properties optioned from the ERD and the value of its contractual interests
        in
        its ERD properties is dependent on the exploration results carried out by
        optionees.
 
 **NEWFOUNDLAND**
 
 **Golden
        Promise Trend Properties**
 
 The
        Company
        acquired a 100% interest in approximately 1,998 claims by map staking and
        an
        additional 978 claims were acquired under option from a third party (or fall
        within an area of interests with the third party) with the Company able to
        obtain a 100% interest in the claims through 6 option agreements by making
        cumulative cash payments of $464,000 ($218,100 paid) and common share issuances
        of 195,000 over four years (55,000 shares issued and also $40,000 paid in
        lieu
        of 30,000 shares). The Company also granted a 1.5% - 2.5% NSR royalties on
        the
        optioned claims and has the right to buy back 0.5% - 1.5% of the NSRs for
        $1,250,000 - $1,500,000 at any time.


-26-


Few
      mineral
      exploration companies targeted the Badger area prior to the Company’s initial
      work in 2002, and interest in the region has traditionally been focused on
      base
      metal volcanogenic massive sulphides (e.g. Buchans, Duck Pond) within volcanic
      belts located west and south of the property.





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





High-grade
      gold
      bearing quartz vein float was discovered during the spring of 2002 by local
      prospector Mr. William Mercer leading to the discovery of the Jaclyn Zone.
      From
      August 2002 to December 2004, the Company along with its partner Placer Dome
      Inc, have completed 46 holes for a total of 5950 metres of NQ and HQ core
      diamond drilling resulting in the discovery of the Jaclyn, Jaclyn North and
      Jaclyn South and Christopher Zones. Highlights include intersections of up
      to
      16.57 g/t Au over an estimated true thickness of 1.64 m; 25.74 g/t Au over
      an
      estimated true thickness of 0.63 m; and 68.95 g/t Au over an estimated true
      thickness of 0.21 m. Results from diamond drilling document the Jaclyn vein
      system as developed over a minimum 375 m strike length to a vertical depth
      of
      192 metres. The Company and Placer have also completed 8,250 line kilometres
      of
      high-resolution airborne geophysical surveys (magnetics, resistivity) over
      the
      Golden Promise Property, in additional to regional prospecting, soil sampling
      and geological mapping. Drilling during the fall of 2004 was successful in
      intersecting the Christopher (3.4 g/t Au) and the Jaclyn North (3.8 g/t Au
      over
      0.4 m) Zones that represent possible extensions to the Jaclyn and Jaclyn North
      vein systems 600 and 400 metres to the west of the previously drilled zones,
      respectively.





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





The
      greatest
      potential for gold mineralization, as observed from the prospecting and soil
      sampling to date, lies within and immediately beneath the Caradocian Shale
      within F 1 anticlinal fold
      closures, where rheological contrast is maximized. High-grade quartz veins,
      particularly at Jaclyn, Jaclyn North and Jaclyn South are sited within
      mechanically and electromagnetically resistive Victoria Lake Group greywacke
      and
      mudstone and ongoing reconnaissance exploration continues to discover anomalous
      gold within these domains.





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





**Option
      Agreement with Placer Dome**


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





**2004
      Highlights**





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





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





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





An
      eight-hole (1,400 metre) drilling program to test for strike extensions to
      the
      known Jaclyn vein zones and to test other targets developed from the
      prospecting, sampling and trenching work extended the host vein system 400
      metres from the Jaclyn zone for a possible strike length of 775 metres and
      also
      extended the Jaclyn North vein system by 600 metres.






-27-


Maximum
      gold values
      of 3.42 g/t gold over 0.4 metre on the Jaclyn North vein indicates the system
      continues to be gold bearing. At the main Jaclyn zone area, lower grade
      intercepts can occur in close proximity to high grade gold, evidence of a gold
      nugget effect.





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





**Option
      Agreement with Crosshair Exploration and Mining Corp.**


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





**Glenwood-Botwood
      Gold Trend (includes H-Pond)**





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





The
      Glenwood-Botwood trend properties are located within the Exploits Subzone that
      forms the eastern part of the Dunnage Tectonostratigraphic Zone on the island
      of
      Newfoundland. Rocks of the Exploits Subzone consist of volcanic, volcaniclastic
      and sedimentary rocks of island-arc and back-arc affinity interpreted to
      represent vestiges of the Iapetus Ocean. Portions of the greater Glenwood Break
      property (e.g. Jonathan’s Pond project) straddle rocks of the Gander River
      Ultrabasic Belt (GRUB), a complex of volcanic rocks interpreted to have
      ophiolitic affinities which in part demark the eastern boundary of the Dunnage
      Zone. Plutonic rocks of Ordovician to Silurian age intrude some of the above
      rocks and host gold mineralization that is being explored by the Company
      Minerals Corporation at Huxter Lane and Mt Peyton Linear projects. Most of
      the
      exploration being conducted by the Company is focused on structurally controlled
      turbidite hosted quartz vein deposits with the best gold deposit analogy being
      the Bendigo-Ballerat deposits of Australia. The new H-Pond drill discovery
      west
      of Gander and the nearby Golden Bullet properties highlight the potential for
      this deposit type that has only recently been recognized in Newfoundland. Parts
      of the Company’s properties are also underlain by gabbroic and ultramafic rocks
      of the GRUB, Coy Pond and Pipestone Pond complexes that are known to host some
      gold occurrences. There was virtually no gold exploration in this part of
      central Newfoundland until the early to mid-eighties and in fact the first
      gold
      discovery in the area was made in 1979. Since that time, several major companies
      (e.g. Noranda, BP-Selco, Corona) and numerous junior companies have conducted
      preliminary, early stage exploration and diamond drilling that resulted in
      the
      discovery of many new gold occurrences. Noranda, in particular, carried out
      diamond drilling on the Golden Bullet, Mt Peyton Linear and Jonathan’s Pond
      properties that are now controlled by the Company.





**2004
      Highlights**





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





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





Hole
      04-01 - 0.75
      g/t gold over 44.45 metres (including 2.51 g/t gold over 5.85 metres and 8.08
      g/t gold over 1.1 metres)


Hole
      04-02 - 2.25
      g/t gold over 4.8 metres


Hole
      04-03 - 16.27
      g/t gold over 2.40 metres and 2.44 g/t gold over 1.35 metres


Hole
      04-04 - 3.42
      g/t gold over 6.3 metres (including 12.64 g/t gold over 1.25
      metres)


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





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






-28-


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





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





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











**Wings
      Point
      and Glenwood Option Agreements with Crosshair**


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





**Avalon
      Gold
      Trend**





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





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





**2004
      Highlights**


During
      the year
      2004, the Company optioned the Avalon Gold Project to IAMGold Inc., whereby
      IAMGold was required to spend $3 million over a four-year period to earn an
      initial 55% interest in the 140 square kilometre gold project located in
      southeastern Newfoundland, including a firm commitment to spend $500,000 before
      February 2005.





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





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





**Huxter
      Lane
      Joint Venture Agreement with Meridian Gold**





The
      Huxter Lane
      property is accessible by paved highway and abandoned logging roads 50
      kilometers south of the community of Grand Falls-Windsor, Newfoundland. It
      is
      situated in the Dunnage tectonostratigraphic zone of the Newfoundland
      Appalachians, at the eastern margin of a large elliptical structure informally
      referred to as the Tim Horton complex. The property straddles the contact
      between the Coy Pond Complex ultramafic-mafic rocks and felsic volcanics and
      marine siliciclastics (North Steady Pond Formation) of the Baie d’Espoir Group.
      Gold float was discovered in 1998 by prospectors who staked the Huxter Lane
      property. The Company acquired the right to earn a 100% interest in the property
      through an






-29-


option
      deal with
      the prospectors in early 2002. The Company has carried out prospecting and
      trenching that resulted in bedrock discovery of gold mineralization in an
      altered quartz-feldspar-hornblende porphyry. Additional gold discoveries have
      been made recently on adjacent ground that was controlled at the time by Linear
      Gold Corporation.





During
      the year
      ended December 31, 2004, the Company optioned four mineral licenses known as
      the
      Huxter Lane Property to Meridian Gold Company. Under the terms of the agreement,
      Meridian can earn a 55% interest in this 1350 hectare property by spending
      $1,000,000 over a period of three years, make the underlying cash payments
      to
      the vendor and by paying the Company approximately $61,400. Meridian may earn
      an
      additional 10% by funding the project to a bankable feasibility study and an
      additional 5% (for a total interest of 70%) by funding all costs to a positive
      production decision. The target is an intrusive-related gold deposit. The
      Company expects to carry out soil sampling and geophysical surveys to be
      followed by drilling. Most of the work is expected to be carried out in the
      first half of 2005.











**New
      World
      Gold Trend**





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





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





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





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





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





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





**Star
      Track
      Gold Trend**





The
      Startrack
      project is readily accessible by logging roads and an abandoned railbed
      approximately 16 kilometres east of Gander. It is located in the Gander
      Tectonstatigraphic Zone in east-central Newfoundland, and is underlain by rocks
      of the Gander Group that are divided into early to middle Ordovician Indian
      Bay
      Big Pond Formation, Cambrian and Early Ordovician Jonathan’s Pond Formation, and
      the Square Pond Gneiss. The Indian Bay Big Pond Formation tends to be






-30-


characterized
      by
      more prevalent black pelites versus the quartz rich psammites of the Jonathan’s
      Pond Formation. The Square Pond Gneiss located to the east of the property
      is a
      10 kilometer wide belt of rocks that underlie and are considered to be
      metamorphosed equivalents of Gander Group rocks. A regional gravity-magnetic
      high correlates with a discontinuous belt of mafic-ultramafic of rocks that
      appear to be associated with a zone of west dipping thrusting that underlies
      the
      Startrack property at depth. The correlation of arsenic, antimony and gold
      lake
      sediment anomalies along this gravity-magnetic boundary and points to a
      potential new gold belt that has had little previous exploration. The discovery
      of numerous new showings (including occurrences of visible gold) in the
      Startrack project area by the Company highlights this potential.


High
      grade gold
      values from grab samples occur in extensive highly deformed quartz-arsenopyrite
      vein zones referred to as the “Startrack Trend” Grab samples from the Job Pond
      showing contained up to 256.1 g/t gold and a channel sample ran 20.7 g/t gold
      over 0.60 metres. Szybinski (2002) indicates that the emplacement of Startrack
      trend gold bearing quartz veins occurred during the late stages of a D2
      deformation event and that “the overall setting may be similar to the important
      vein hosted gold systems of central Victoria in Australia”. Szybinski suggests
      that the Startrack may represent a large structural culmination in the
      hangingwall to a major crustal shear and speculates on an “extensive saddle reef
      system at depth”. A second gold environment consists of fault controlled, vuggy
      quartz-sediment breccias and silicified, sericitic zones with arsenopyrite,
      stibnite and elevated gold values (up to 9 g/t Au in grabs) and is referred
      to
      as the Stallion trend. Szybinski (2002) indicates that the emplacement of
      Startrack trend gold bearing quartz veins occurred during the late stages of
      a
      D2 deformation event and that “the overall setting may be similar to the
      important vein hosted gold systems of central Victoria in Australia”. Szybinski
      suggests that the Startrack may represent a large structural culmination in
      the
      hangingwall to a major crustal shear and speculates on an “extensive saddle reef
      system at depth”.


The
      first discovery
      of gold in the area was made by a government geologist in 1986. Since that
      time
      early stage exploration in the region has been conducted by Celtic Minerals,
      Noranda and Terra Nova Exploration. The Company acquired the right to earn
      a
      100% interest in the Startrack property through a cash and share option deal
      with 2 local Benton prospectors in late 2001 and has conducted extensive
      prospecting and trenching that resulted in the discovery of many new gold
      occurrences. A 7 hole, 2162 metre drill program in 2004 tested several of these
      showings. The best values returned are 1.34 g/t gold over 0.6 metres, located
      more than 100 metres down dip from the Jobs Pond showing.





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





**Base
      Metal
      Properties**





The
      Point
      Leamington and the Seal Bay base metal properties lie within the Exploits
      Subzone of the Dunnage tectonostratigraphic zone of the Newfoundland
      Appalachians. Base metal mineralization at both properties is hosted by felsic
      volcanic rocks in the Side Harbour Formation of the Early Ordovician Wild Bight
      Group. The Point Leamington Mining Lease is located 37 km north of Grand Falls,
      Newfoundland, and is accessible via bush roads, and all terrain vehicle trails.
      The south part of the Seal Bay property (located 13 km north of Point
      Leamington) is now accessible by logging roads, however access is best achieved
      by boat from the small community of Leading Tickles.





**Point
      Leamington Property**


The
      Company
      acquired a 100% interest in a mining lease in the Point Leamington area for
      which the Company paid an aggregate of $33,532 and issued 100,000 common shares.
      The property is subject to a 2% NSR royalty, of which the Company may purchase
      0.5% for $500,000. The Point Leamington Property consists of one mining lease
      and two mineral licences, covering a total area of approximately 638 hectares.
      The property is 26 kilometres north of Grand Falls, Newfoundland and is
      accessible by bush roads. Geographic co-ordinates of the property centre are
      approximately 49 ° 16’30”
      latitude
      north and 55 ° 38’00”
      longitude
      west. During 2004, the Company completed an option agreement with TLC Ventures
      Corp. (“TLC”), whereby TLC can acquire a 100% interest in the Point Leamington
      Property located on the island of Newfoundland in exchange for 150,000 common
      shares of TLC and $125,000 in cash. TLC is required to issue an additional
      75,000 and pay $75,000 in cash on each of the next two anniversary dates of
      the
      agreement. If TLC were to sell the property during the option period, the
      Company would receive 50% of the gross proceeds less consideration already
      paid
      by TLC. The Company retains the right of first refusal to purchase a 2% NSR
      royalty. Also see ITEM 7B - Related party transactions.





**Seal
      Bay
      Property**


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





The
      Seal Bay
      property is subject to an earn-in option to Joint Venture agreement with
      Falconbridge whereby the Company can earn a 65% interest by spending $700,000
      with Falconbridge reserving the right to earn back to 49% by making an
      expenditure of $300,000. The Company must make additional expenditures of
      $200,000 in 2005 to earn its 65%. Texasgulf, Falconbridge and the Company
      drilled a total of 5,919 metres in 24 holes between 1974 and 1998, to test
      several copper-zinc base metal




-31-


occurrences.
      The
      best results to date are 9.1 metres of 1.0% Cu, 0.82% Zn , 36 g/t Ag, 9.0 metres
      of 0.75% Cu, 89.1 metres of 0.80% Zn.





**West
      Cleary
      Property**


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





**UNITED
      STATES OF AMERICA**


**ALASKA**





**Palmer
      Property**


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





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





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





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





**INVESTMENTS**





The
      Company has an
      investment in a subsidiary named Toquima Minerals Corporation (“Toquima”) that
      holds gold and base metal exploration properties in the States of Nevada and
      Alaska in the United States. The Company also has a 35.6% interest in Africo
      Resources Ltd., a private B.C. Company that controls an option to acquire a
      75%
      interest in a copper-cobalt resource located in the Democratic Republic of
      Congo.





**Africo
      Resources Ltd.**





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





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


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





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





Africo
      released
      additional drilling results on March 21, 2005 On the C5PSL target, additional
      in-fill drilling, based on 50 metre centres, returned thick oxidized
      intersections (22 to 53 metres) with consistent high copper grade (up to 3.98
      %)
      and






-32-


exceptional
      cobalt
      grade (up to 1.36%). Drilling to date has demonstrated good lateral and depth
      continuity of the oxide zone with a strike length of over 625 metres and allowed
      for calculation of the resource to a depth of 100 metres from surface. This
      target has a current resource of 6.4 Mt grading 2.77% copper and 0.76% cobalt.
      Surface mapping has identified a very shallow dipping extension which has a
      footprint of about 250 by 100 metres and sampling has confirmed significant
      copper mineralization with cobalt values of up to 3% near surface that could
      increase the existing resource.





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





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





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





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





**Toquima
      Minerals Corporation**





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





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





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





**Toquima
      properties**





Toquima
      has a 100%
      interest, subject to option payments and royalties, in ten non-contiguous
      mineral properties located in Nevada known as the Dome, Pine Grove, Golconda
      Summit, Iowa Canyon, Leach Hot Springs, Flynn, Willow, Currant Creek, Swales
      Mountain and Loomis Mountain properties. Together, the Nevada properties total
      895 unpatented claims. They are located on ground owned by the United States
      Government and administered by the Bureau of Land Management, or, in the case
      of
      Pine Grove, the United States Forest Service. The Nevada properties also include
      485 acres of fee land as part of the Willow property. The primary target of
      future exploration on the Nevada properties is gold. The Nevada properties
      are
      relatively early stage and there are no mineral resources or reserves defined
      on
      these properties. Previous exploration programs on several of the Nevada
      properties led Toquima to conclude that additional exploration is warranted.
      Additional information concerning each property is provided below:





**Dome
      Property**





The
      Dome property
      is located on the northwest flank of Battle Mountain, approximately 16 miles
      west of the town of Battle Mountain, Nevada. The property consists of a
      contiguous land block of 44 unpatented mining lode claims, 24 Dome and 20 HiHo
      claims. The Company’s current land position covers an area of approximately 773
      acres (~313 hectares).





The
      property is
      underlain by Pennsylvanian-Permian aged Havallah Sequence rocks consisting
      of
      interbedded chert and variably calcareous, siliciclastic and carbonate rocks.
      Within this section, is a thick section of favorable limestone and limey-clastic
      rocks. Emplacement of the Havallah Sequence rocks along the Golconda thrust
      resulted in stacked thrust slices and an abundance of map and outcrop-scale
      folds. The Cretaceous Trenton Canyon stock (87 Ma) intrudes the Havallah
      Sequence and is responsible for proximal skarn formation and a large contact
      aureole. Zones of mineralization are most intense along






-33-


northwest-trending
      faults and in association with altered granodiorite dikes. Alteration includes
      silicification with local jasperoids, sericitization, argillization, quartz
      veining, pyritization, and variable calc-silicate replacements of carbonate
      rocks.





The
      target model at
      Dome is a distal, disseminated precious metal system, which may be at depths
      of
      1,000-feet along favorable, structural corridors. A total of 39 holes has been
      drilled on the Dome property with a variety of methods including air-track,
      conventional rotary and reverse circulation. Most of the holes were less than
      300 feet deep and were not intended to test for deeper, structurally controlled
      mineralization. Although the Dome property has been explored by at least seven
      companies in the past 16 years, previous efforts were primarily focused on
      near-surface, open-pit targets and were not directed toward deeper, narrower,
      structurally controlled, higher-grade zones. The presence of this type of target
      is suggested by surface gold values found along the HiHo fault zone and gold
      values encountered in previous drilling. Wider zones of lower grade rock suggest
      that with sufficient structural preparation, the non-reactive rocks of the
      Havallah Sequence are potential host rocks.





**Pine
      Grove
      Property**





The
      Pine Grove
      property is located approximately 23 miles south of Yerington, in Lyon County,
      Nevada along the east flank of the northern Pine Grove Hills, and is within
      the
      Walker Lane tectonic belt. The property consists of 138 unpatented, contiguous
      “PGT” lode mining claims. The claims cover an area of approximately 2760 acres.
      The property lies within the Toiyabe National Forest, and is administered by
      the
      Bridgeport USFS Ranger District office, located in Bridgeport, CA.








The
      property hosts
      a robust rhyolite dome-related, low sulfidation epithermal quartz veins and
      associated low-grade stockwork and sulfidized breccia zones (Rockland mine).
      Of
      primary interest to the Company is the potential for blind, bonanza-grade,
      low
      sulfidation veins analogous to the Rockland mine. Extensive areas of
      hydrothermal alteration centred on prominent, banded, chalcedony veins in the
      eastern portion of the property remain largely untested. The strong association
      of gold mineralization with shallow rhyolitic domes suggests comparisons to
      he
      Sleeper and Midas bonanza vein districts in Nevada, and the El Penon district,
      Chile. Lower grade, stockwork and breccia zones are also viable gold targets.





Three
      operators
      conducted exploration on the property between 1987 and 1998, drilling 35 reverse
      circulation holes (22,165 ft) on the eastern portion of the property, and an
      unknown amount in the Rockland mine area. Twenty one holes encountered
      significant intervals of low-grade gold mineralization, and three holes
      encountered significant thicknesses of potentially ore grade mineralization.





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








**Golconda
      Summit Property**





The
      Golconda Summit
      property is located approximately 20 miles east of Winnemucca, Humbolt
      County, Nevada and is within the western portion of the Iron Point Mining
      District on the northwest flank of the Edna mountains. The property is at the
      intersection of the Getchell Gold Trend and the Battle Mountain - Eureka Trend
      (Wendt, 2003). This area of Nevada has a “Checkerboard” land ownership pattern
      with all odd numbered sections being privately owned. Even numbered sections
      are
      federally owned and open for mineral entry and claim location. The property
      comprises 62 unpatented lode mining claims. The claims cover an area of
      approximately 1,240 acres (~502 hectares) and are in two claim
      blocks.





The
      Company’s
      target model is based on the presence of lithologically favorable stratigraphic
      horizons, which could host gold mineralization introduced along high-angle
      structures. The Antler Peak Limestone is a suitable host rock for replacement
      deposits, and the more calcareous lower portions of the Edna Mountain Formation
      are also suitable host rocks for typical, Carlin-style, disseminated, gold
      mineralization.





Previous
      work by
      Nerco focused on surface gold anomalies including a trench sample of 25’
      averaging 0.7 opt Au. Previous drilling was relatively shallow, mainly in the
      Havallah Sequence, and only two holes penetrated the Golconda thrust fault.
      Epithermal alteration is found along high-angle, northerly-trending faults
      and
      along the base of the Iron Point thrust fault where the Antler Peak Limestone
      has been intensely altered.





**Iowa
      Canyon
      Property**





The
      Iowa Canyon
      property is located approximately 30 miles north of Austin, Lander County,
      Nevada and is situated along the northwest flank of the Toiyabe Range. The
      property comprises 81 contiguous unpatented mining lode claims. The Company’s
      current land position covers an area of approximately 1560 acres (~631
      hectares).






-34-


This
      area of Nevada
      is underlain by a Paleozoic, shelf-carbonate and slope-transitional sequence,
      which is generally referred to as “lower plate rocks”. The lower plate has been
      overthrust from the west by a Lower Paleozoic, siliciclastic and volcanic,
      eugeoclinal sequence, usually referred to as “upper plate rocks”. This
      eastward-directed thrust is the Roberts Mountain thrust fault.





Gold
      mineralization
      is widespread on the property and clusters of gold-bearing rock chip samples
      are
      typically surrounded by strong haloes of arsenic, antimony and mercury. Previous
      drilling on the property shows persistent, but low grade gold mineralization
      over hundreds of feet, and favorable lithologic units along strongly fractured
      fault zones locally host gold mineralization.





The
      primary
      exploration target is a large, disseminated gold deposit which could be hosted
      in: (1) carbonate rocks in both the upper and lower-plates of the Roberts
      Mountain thrust fault; (2) porous volcaniclastic units; and (3) strongly
      fractured zones along structures. A secondary target type is structurally
      controlled, higher-grade zones along major structures. There are three immediate
      target areas which have not been drilled: (1) a large gold anomaly along a
      major
      NNW fault in the southwest portion of the property; (2) gold anomalies along
      the
      pediment gravel-outcrop contact; and (3) projections of mineralized structural
      zones into the gravel-covered graben south of Chem Hill.





**Leach
      Hot
      Springs Property**





The
      Leach Hot
      Springs property is located on the west flank of the southern Sonoma Range,
      approximately 28 miles south of Winnemucca, Pershing County, Nevada. The
      property consists of a contiguous land block of 100 unpatented mining
      lode
      claims.





This
      property was
      optioned to Newmont in 2005. Newmont agreed to pay US$10,000 to Toquima US
      and
      assume the obligations of the LHS Lease and make the cash payments due
      thereunder. Newmont can earn an initial 60% interest in the Leach Hot Springs
      property (“Phase 1 Earn-In”) by spending a total US$2,000,000 in exploration
      expenditures in tranches (US$150,000 by December 31, 2005, US$300,000 in 2006,
      $650,000 in 2007 and US$900,000 in 2008). The expenditure of US$150,000 due
      by
      December 31, 2005 **** will
      bea
      firm commitment either to be spent or the shortfall to be paid to
      Toquima.




Newmont
      may in its
      sole discretion elect to earn an additional 15% interest (“Phase 2 Earn-In”),
      giving it a 75% interest in the property, by continuing to solely fund joint
      venture expenditures until completion of a positive feasibility study to be
      delivered to Toquima within 5 years of Newmont’s election to proceed to Phase 2
      Earn-In. If the positive feasibility study is not delivered to Toquima within
      this time period, then, to go forward, Newmont must agree to spend a minimum
      of
      US$1,000,000 a year towards completion of the positive feasibility
      study.





Prior
      to the Phase
      1 Earn-In, Newmont can terminate the joint venture at any time provided that
      notice of termination will be required at least 60 days prior to any upcoming
      payment. After the Phase 1 Earn-In has been completed, either party may withdraw
      from the joint venture and terminate its interest in the property at any time.





After
      Phase 1
      Earn-In or Phase 2 Earn-In, as applicable, the parties will fund their
      proportionate share of work programs and budgets and if a party elects not
      to
      contribute or to contribute less than its participating interest, the respective
      interest of the parties would be recalculated using straight line dilution.
      If
      either party’s participating interest is diluted to 15% or less, its interest
      shall automatically be converted to 2% net smelter returns royalty.





The
      property is
      hosted in Paleozoic-age, deep-water, siliciclastic sediments of the Havallah
      Sequence, which have been thrust eastward over shallow-water sediments. There
      is
      evidence for two distinct periods of mineralization on the property: a
      Paleozoic, submarine, volcanogenic, event which deposited small zones of
      copper-zinc massive-sulfide mineralization in greenstones, and a Tertiary (?)
      event which has introduced silica, gold, arsenic and mercury along
      structures.





Leach
      Hot Springs,
      an active hot springs vent, is adjacent to the property and is localized on
      the
      LHS fault, which trends northeastward onto the gravel-covered, western portion
      of the property. Strongly silicified sediments and prominent outcrops of
      jasperoid breccia occur at Leach Hot Springs and contain anomalous gold, arsenic
      and mercury values.





The
      property was
      initially drilled in 1976 for massive-sulfide mineralization similar to the
      Big
      Mike orebody four miles south of the property. In 1997, the eastern portion
      of
      the property was extensively sampled and eleven, reverse-circulation holes
      were
      drilled to test weak surface gold anomalies. No significant gold mineralization
      was found.





One
      exploration
      target is a structurally controlled, higher-grade, gold zone along the LHS
      fault
      zone along with lower-grade material in structurally prepared rocks adjacent
      to
      the main fault zone. Hot springs-related gold mineralization in a similar
      environment generated the three million ounce Sleeper deposit north of
      Winnemucca. A second target would be a large low-grade deposit similar to the
      large, hot-springs-generated, gold deposit at Goldbanks ten miles SSW of the
      property.






-35-


**Flynn
      Property**





The
      Flynn property
      consists of a contiguous land block of 60 unpatented lode mining claims that
      are
      located in Eureka County, Nevada. The Company’s current land position covers an
      area of approximately 1,200 acres (~486 hectares).





This
      area of Nevada
      is underlain by a Paleozoic, shelf-carbonate and slope-transitional sequence,
      which is generally referred to as “lower plate rocks”. The lower plate has been
      overthrust from the west by a Lower Paleozoic, siliciclastic and volcanic,
      eugeoclinal sequence, usually referred to as “upper plate rocks”. This
      eastward-directed thrust is the Roberts Mountain thrust fault. The surface
      expression of mineralization at this target is a 9,500-foot long zone of
      intermittent iron oxide staining, silicification/jasperoid development,
      decalcification, and barite veining on the east side of the claims and a zone
      of
      dolomitization and spider web silicification along the western edge of the
      claims.





The
      primary
      exploration target is a Carlin-type gold deposit which could be hosted in:
      (1)
      the Roberts Mountain thrust fault itself, and (2) favorable lower plate
      stratigraphy beneath the thrust fault. Target depth is unknown, although the
      favorable Roberts Mountain Formation could reasonably be projected to occur
      between 1,000 and 1,500-foot depth in the south part of the claim block. Two
      secondary targets occur on the western side of the claim block south of Mineral
      Hill: (1) a distal, disseminated gold deposit within altered Devonian carbonates
      south of the old Mineral Hill workings, and (2) a Carlin-style deposit developed
      at the unconformity at the top of the Devils Gate Limestone. The Company has
      noted the presence of five, old, reverse circulation drill holes on the
      property, four of which may have been drilled by BHP in 1993. Pacific Coast
      Mines may have drilled one hole on the eastern part of the claims prior to
      BHP’s
      work.





**Willow
      Property**





The
      Willow property
      is located on the west flank of the Snake Mountains, in northeastern Nevada
      approximately 40 miles northwest of the town of Wells. The property
      consists of 89 unpatented lode mining claims and two adjoining blocks of private
      fee lands (“Private Fee Lands”) totalling 485 acres (~196
      hectares).





This
      area of Nevada
      is underlain by a Paleozoic, shelf-carbonate and slope-transitional sequence,
      which is generally referred to as “lower plate rocks”. The lower plate has been
      overthrust from the west by a Lower Paleozoic, siliciclastic and volcanic,
      eugeoclinal sequence, usually referred to as “upper plate rocks”. This
      eastward-directed thrust is the Roberts Mountain thrust fault. The Company’s
      geologists identified the area as prospective for “Carlin-type” gold deposits
      and acquired a land position having favorable geology. The property covers
      over
      three miles of strike length of the Roberts Mountain thrust fault. Lower-plate,
      carbonate rocks, which are favorable host rocks for gold deposits, are present
      throughout most of the property. There is locally strong silicification along
      presumed structures, which trend eastward under non-reactive, upper-plate,
      siliciclastic rocks of the Roberts Mountain allochthon. Previous work on the
      property by Nerco and Newmont included limited drilling in the exposed
      lower-plate rocks. The Company has completed only limited surface sampling.





**Currant
      Creek Property**





The
      Currant Creek
      property is located in the northern Snake Mountains, Elko County, Nevada,
      approximately 40 miles northwest of the town of Wells. The property
      consists of one contiguous land block of 39 unpatented lode mining claims.
      These
      claims’ current land position covers an area of approximately 780 acres (~315
      hectares). The CC Claims are adjacent to the southeast corner of the QA claim
      block of the Willow property, described above.





Geology
      is
      generally similar to the Willow property described above. Autochthonous
      sedimentary rocks are well exposed, and include complete sections of the
      Siluro-Ordovician Hanson Creek and Silurian-Devonian Roberts Mountain
      formations. Both of these units contain favorable carbonate lithologies for
      hosting Carlin-style gold deposits. These sedimentary rocks are complexly
      faulted and folded. In the area of most interest, strong alteration including
      jasperoid, calcite veining, clay alteration, secondary carbon and carbonate
      dissolution occurs in an area 6,000 feet long by 2,000 feet wide along the
      crest
      of a plunging anticline.





Although
      there is
      evidence of prior gold exploration drilling in the area, there is no evidence
      of
      drilling on the claim block.





**Swales
      Mountain Property**





The
      Swales Mountain
      property is located at Swales Mountain in the Southern Independence Range,
      Elko
      County, Nevada, approximately 15 miles north of the town of Carlin. The property
      consists of 228 unpatented lode mining claims. These claims’ current land
      position covers an area of approximately 4,560 acres (~1,843 hectares).





The
      property is
      underlain by Paleozoic sedimentary rocks, which have been intruded by shallow
      stocks, and dike/sill swarms of probable Eocene age. These intrusive rocks
      range
      in composition from quartz ± feldspar ± biotite porphyry to slightly






-36-


porphyritic
      quartz
      monzonite. The sedimentary rocks include units that are very favorable host
      rocks for Carlin-style deposits. These units include Silurian/Devonian Roberts
      Mountain formation (platy carbonates and calcareous siltstones), probable
      Devonian Popovich formation (fragmental limestone), and probable Devonian Rodeo
      Creek formation (siltstone, argillite, chert, arkosic sandstone to arkosic
      quartzite). All of these units host significant quantities of gold
      mineralization at the deposits along the nearby Carlin trend. Alteration on
      the
      property consists of hornfels/skarn, jasperoid, white clay alteration, barite
      veining, secondary carbon, turquoise, illite, and sulfides (mostly
      pyrite)





The
      primary target
      on the Swales Mountain property is Carlin-style mineralization in proximity
      to
      altered dikes, with similarities to the Genesis/Blue Star and Meikle deposits
      on
      the Carlin trend.





Historic
      prospecting has been carried out in the Swales Mountain area for barite,
      turquoise and gold. It does not appear that any significant modern-day
      exploration has been carried out, although a small number of scattered drill
      hole collars have been observed.




**Loomis
      Mountain Property**





The
      Loomis Mountain
      property is located on the northeast flank of the Snake Mountains, approximately
      24 miles from Wells, Elko County, Nevada. Access is via Nevada State Highway
      93
      for 25 miles north of Wells to the Wilkins Road, an unimproved dirt road; then
      west on this road for 13.5 miles to a north-south range front road running
      along
      the east flank of the Snake Mountains and the eastern boundary of the Loomis
      Mountain property. Toquima currently owns 54 Lupin lode claims in this property.
      The property is situated along the flank of the range in an area of moderate
      topography with relief ranging from 6200 to 7500 feet and covers approximately
      1,080 acres (432 hectares).




The
      Company located
      the Lupin claims in pursuit of a Carlin-style gold deposit. Geochemical sampling
      of the property was conducted on a reconnaissance basis, targeting altered
      outcrops. The results to date indicate that several distinct areas contain
      anomalous gold concentrations in association with anomalous concentrations
      of
      trace elements. However, additional sampling and more detailed fieldwork is
      required to determine the size and nature of the known anomalies. The results
      also substantiate the results of the NURE stream sediment program that indicate
      Loomis Mountain occurs within coincident Au and As (and subdued Sb)
      anomalies.





Previous
      exploration in the area has been intermittent since the early 1980s and focused
      on both barite and precious metals. Chromalloy conducted barite exploration
      in
      the early 1980s, accounting for many of the previous trenches, access roads,
      and
      numerous shallow drill holes on the Company’s property. Asarco acquired permits
      for approximately 17 holes on the current property from 1988-89 for what is
      assumed to be a gold exploration program. It is unclear how many were actually
      drilled, although BLM records suggest that very few were completed. Western
      States Minerals proposed and acquired permits for nine holes in 1995; one was
      completed. In 1996, permits were acquired for another 7 holes and new access
      roads. Reclaimed access roads indicate that some were completed. Exploration
      was
      for gold.







**C.
      Organizational Structure**




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





In
      addition, the
      Company owed 35.6% of Africo Resources Ltd. which is accounted for on an equity
      basis.





Both
      companies are
      incorporated in the Province of British Columbia.




**D.
      Property, Plants and Equipment**






The
      Company does
      not have any material tangible fixed assets.






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




This
      Management
      Discussion and Analysis (“MD&A”) includes financial information from, and
      should be read in conjunction with, the audited annual financial statements
      for
      the fiscal year ended December 31, 2004. Please refer to the cautionary notices
      at the end of this MD&A. The Company reports its financial position, results
      of operations and cash flows in accordance with Canadian generally accepted
      accounting principles (“GAAP”) in Canadian Dollar. Please see note 10 of the
      audited consolidated financial statements of the Company for reconciliation
      between Canadian and United States GAAP.






-37-


***CRITICAL
      ACCOUNTING ESTIMATES***





The
      Company’s
      accounting policies are described in Note 2 of the consolidated financial
      statements for the year ended December 31, 2004. The Company considers the
      following policies to be most critical in understanding its financial
      results:





Use
      of
      estimates





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





Carrying
      value
      of deferred property interests





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





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





Stock-based
      compensation





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





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





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





Comprehensive
      Income, CICA Handbook Section 1530





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





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





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





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





Equity,
      CICA
      Handbook Section 3251






-38-


Section
        3251
        replaces Section 3250 - Surplus. It establishes standards for the presentation
        of equity and changes in equity during a reporting period.
 
 Section
        3151
        applies to interim and annual financial statements relating to fiscal years
        beginning on or after October 1, 2006. Earlier adoption is permitted only
        as of
        the beginning of a fiscal year ending on or after December 31, 2004. The
        Company
        plans to adopt this standard for its fiscal year ending December 31, 2007.
        Financial statements of prior periods are required to be restated for certain
        specified adjustments. For all other items, comparative financial statements
        presented are not restated, but an adjustment to the opening balance of
        accumulated other comprehensive income may be required.
 
 An
        entity adopting
        this Section for a fiscal year beginning before October 1, 2006 must also
        adopt
        Section 3855 - Financial Instruments - Recognition and Measurement, Section
        3865
        - Hedges and Section 1530 - Comprehensive Income.
 
 The
        expected effect
        of this new accounting policy on the Company’s financial statements cannot be
        reasonably determined at this time but it is not expected to have a significant
        impact on the Company’s business.
  **A.
        Operating Results**
 
 ***Fiscal
        year ended December 31, 2004 compared to Fiscal year ended December 31, 2003***
 
 For
        the fiscal year
        2004, the Company incurred a net loss of $4.1 million ($0.07 per share) compared
        to a net loss of $2.3 million ($0.05 per share) incurred in fiscal year 2003,
        an
        increase in net loss of $1.8 million.
 
 The
        Company wrote
        off $1.9 million in deferred property costs during fiscal year 2004 compared
        to
        $0.4 million in fiscal 2003, an increase of $1.5 million. During fiscal year
        2004, the Company incurred $9.0 million in exploration costs to evaluate
        a
        number of its mineral properties. The Company periodically evaluates its
        mineral
        properties for permanent impairment as new exploration results on its own
        and
        other adjoining properties became available. During fiscal 2004, the Company
        wrote off a number of its mineral properties that it did not deem worthy
        of
        follow-up exploration on and/or worthy to maintain them in good
        standing.
 
 Salary
        expense
        increased in fiscal year 2004 by $0.2 million with the hiring of additional
        staff and salary increases.
 
 Office
        expense
        increased in fiscal year 2004 by $0.1 million due primarily to new Director
        and
        Officer’s insurance costs.
 
 Stock
        based
        compensation increased in fiscal year 2004 by $0.4 million partly with the
        granting of a higher number of employee options (1,435,000 share options
        in
        fiscal year 2004 versus 895,000 share options in fiscal year 2003) and partly
        due to a higher fair value of the options granted. The increase in consulting
        fees was primarily due to the stock based compensation for options granted
        to a
        consultant.
 
 The
        higher
        operating expenses were partly offset by an increase in gain on the sale
        of
        investments. The Company recorded a gain of $0.7 million in fiscal year 2004
        compared to $19,703 in fiscal year 2003, an increase of $0.7 million. Most
        of
        the gain was generated from the resale of part of its initial investment
        in
        shares of Africo Resources Ltd.
 
 The
        Toquima IPO
        costs included a substantial amount of legal, professional fees and other
        costs
        associated with the proposed listing of Toquima on the TSX Venture Exchange.
 
 ***Fiscal
        year ended December 31, 2003 compared to fiscal year ended December 31,
        2002***
 
 For
        the fiscal year
        2003, the Company incurred a net loss $2.3 million ($0.05 per share) compared
        to
        a net loss of $1.1 million ($0.04 per share) for the fiscal year 2002, an
        increase of $1.2 million.
 
 $0.4
        million in
        deferred property costs were written off in fiscal year 2003, an increase
        of
        $0.3 million compared to fiscal year 2002. During fiscal year 2003, the Company
        wrote off a number of base metal and grassroots prospects that were not deemed
        worthy of follow-up exploration.
 
 During
        the fiscal
        year 2003, the Company’s stock-based compensation costs recorded increased by
        $0.4 million compared to fiscal year 2002. The Company granted 895,000 stock
        options in fiscal year 2003 with a higher fair value compared to 1,655,000
        stock
        options issued in fiscal year 2002.
 
 For
        the fiscal year
        2003, salaries increased by $0.2 million compared to fiscal year 2002, primarily
        related to the issuance of management bonuses.
  -39-


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





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





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





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





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





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





***Investing
      Activities - Fiscal year ended December 31, 2003***





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





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





***Investing
      Activities - Fiscal year ended December 31, 2002***





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








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




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






-40-


**B.
      Liquidity and Capital Resources**


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





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





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





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





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





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





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





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





**D.
      Trend
      Information**





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





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





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








**E.
      Off-balance Sheet Arrangements**






-41-


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





**F.
      Tabular
      Disclosure of Contractual Obligations**




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


This
      table includes
      all contractual obligations.





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





**A.
      Directors and Senior Management**




**Name,
                  Position, Age and**
                **Country
                  of Residence**
              **Principal
                  Occupation or Employment**
              **Period
                  as a Director of the Company**
              **%
                  of
                  time on Company business**J.
                  Garfield
                  MacVeigh
                Chairman
                  of
                  the Board
                Age:
                  56
                Resident
                  of
                  Canada
              Exploration
                  Geologist; Chairman of the Board of Directors and Director of the
                  Company;
                  President and Director Rubicon Management Ltd.
              March
                  6, 1996
                  to date
              100%David
                  W.
                  Adamson
                President,
                  Chief Executive Officer and Director
                Age
                  45
                Resident
                  of
                  Canada
              Exploration
                  Geologist; President, CEO and Director of the Company; Director,
                  Rubicon
                  Management Ltd.
              March
                  6, 1996
                  to date
              100%Michael
                  J.
                  Gray
                Vice-President,
                  Exploration and Corporate Secretary
                Age
                  43
                Resident
                  of
                  Canada
              Exploration
                  Geologist; Secretary, Vice-President, Exploration of the Company;
                  Director
                  and Secretary of Rubicon Management Ltd.
              March
                  6, 1996
                  to January 27, 2005
              100%Peter
                  G.
                  Wong
                Chief
                  Financial Officer
                Age
                  39
                Resident
                  of
                  Canada
              Chartered
                  Accountant, CFO of the Company
              N/A
              100%William
                  J.
                  Cavalluzzo
                Vice-President,
                  Investor Relations
                Age
                  61
                Resident
                  of
                  Canada
              Vice-President,
                  Investor Relations
              N/A
              100%David
                  R. Reid
                Director
                Age
                  45
                Resident
                  of
                  Canada
              Lawyer
                  and
                  Senior Partner, Davis & Company
              April
                  6, 2001
                  to date
              5%
                  or as
                  requiredPhilip
                  s.
                  Martin
                Director
                Age
                  60
                Resident
                  of
                  Canada
              Principal.,
                  P.S. Martin & Associates, Financial Consultants; Director, Southern
                  Era Resources Limited, Beta Minerals Inc. and Asia Now Resources
                  Limited
              July
                  11, 2003
                  to date
              5%
                  or as
                  requiredJohn
                  R.
                  Brodie, FCA
                Director
                Age
                  61
                Resident
                  of
                  Canada
              Chartered
                  Accountant, President of John R. Brodie Capital Inc, Retired Partner
                  of
                  KPMG, Director of Far West Mining Ltd. and trustee of Ag Growth
                  Income
                  Fund.
              January
                  27,
                  2005 to date
              5%
                  or as
                  requiredKevin
                  D.
                  Sherkin
                Director
                Age
                  44
                Resident
                  of
                  Canada
              Lawyer,
                  Managing Partner ofLevine
                  Sherkin Boussidan
              January
                  27,
                  2005 to date
              5%
                  or as
                  required






-42-


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





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





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





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





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





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





**Philip
      S.
      Martin** ,
      Director of
      Rubicon Minerals Corporation, has a B.Sc. (Hons) degree in Mining Engineering
      from the Royal School of Mines, Professional Engineer designation in Ontario
      and
      an MBA from Cranfield University, UK. Mr. Martin is based in Toronto and has
      over 30 years experience in the mining industry ranging from mining engineer
      (1969-1979),






-43-


corporate
      finance
      positions with Toronto Dominion Bank (1979-1986), research analyst (1986-1994).
      Mr. Martin currently provides consulting services to the corporate and financial
      sectors. Mr. Martin was Director and Managing Partner of Gordon Capital
      Corporation (1995-1998) and Director/Vice President of First Associates
      Investments Inc. (2000-2002).





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





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





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




**B.
      Compensation**





***Compensation
      of Executives and Directors***





The
      following table
      sets forth all compensation paid by the Company and its subsidiaries in respect
      of the individuals who held the executive officer positions: J. Garfield
      MacVeigh, Chairman of the Board, David W. Adamson, President and CEO, Michael
      J.
      Gray, Secretary and Vice-President Exploration, William J. Cavalluzzo,
      Vice-President Investor Relations and Peter G. Wong, Chief Financial Officer,
      for the last financial year ended December 31, 2004. The table further sets
      forth all compensation paid by the Company and its subsidiaries to the other
      directors of the Company, Douglas B. Forster, David R. Reid and Philip S.
      Martin. The Company has no pension plan and no other arrangement for non-cash
      compensation to the directors of the Company except stock options.




**Name
                  and**
                **Principal**
                **Position**
              **Year**
              **Annual
                  Compensation**
              **Long
                  Term Compensation**
              **All
                  Other Compen-**
                **sation**
                **($)****Awards**
              **Payouts****Salary
                  ($)**
              **Bonus**
                **($)**
              **Other
                  Annual Compen-sation**
                **($)**
              **Securities**
                **Under**
                **Options/
                  SARs Granted**
                **(#)**
              **Restricted
                  Shares / Units Awarded**
                **($)**
              **LTIP
                  Payouts**
                **($)**J.
                  Garfield
                  MacVeigh
                
                *Chairman
                  of the Board*
              2004
              85,000
              *
              Nil
              Nil
              Nil
              Nil
              NilDavid
                  W.
                  Adamson
                
                *President
                  & CEO*
              2004
              130,000
              *
              864
              Nil
              Nil
              Nil
              NilMichael
                  J.
                  Gray
                
                *VP
                  Exploration & Corporate Secretary*
              2004
              100,000
              *
              864
              Nil
              Nil
              Nil
              NilWilliam
                  J.
                  Cavalluzzo
                
                *VP
                  Investor Relations*
              2004
              90,000
              *
              Nil
              Nil
              Nil
              Nil
              NilPeter
                  G.
                  Wong
                
                *CFO*
              2004
              90,000
              *
              108
              Nil
              Nil
              Nil
              NilDouglas
                  B.
                  Forster
                
                *Former
                  Director*
              2004
              Nil
              N/A
              Nil
              Nil
              Nil
              Nil
              NilDavid
                  R. Reid
                
                
                *Director*
              2004
              N/A
              N/A
              Nil
              Nil
              Nil
              Nil
              NilPhilip
                  S.
                  Martin
                
                
                *Director*
              2004
              N/A
              N/A
              Nil
              Nil
              Nil
              Nil
              Nil






-44-


Note:


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





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




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


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





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




-45-





By
      an employment
      agreement dated January 1, 2002, the Company engaged the services of Michael
      J.
      Gray as VP Exploration, and Corporate Secretary and to provide geological
      services to the Company, under which he receives a salary of $78,000 per annum.
      Mr. Gray’s salary was increased to $100,000 per annum effective January 1, 2004.
      This employment agreement has a term of three years and automatically is renewed
      for further terms of 1 year unless notice is given to terminate the agreement
      by
      either party. This agreement also provides that in the event of a significant
      change in the affairs of the Company such as a takeover bid, change of control
      of the Board, the sale, exchange or other disposition of a majority of the
      outstanding common shares of the Company, the merger or amalgamation or other
      corporate restructuring of the Company in a transaction or series of
      transactions in which the Company’s members receive less than 51% of outstanding
      common shares of the new or continuing corporation (“Significant Change”), then
      at the option of Mr. Gray exercisable at any time within 18 months after the
      date of such event, Mr. Gray may elect to continue to be employed by the Company
      or give notice of termination in which event the Company shall pay Mr. Gray
      an
      amount equal to two times the annual salary then in effect.




By
        an employment
        agreement dated December 1, 2003, the Company engaged the services of Peter
        G.
        Wong as Chief Financial Officer of the Company, under which he receives a
        salary
        of $90,000 per annum for a period of three years. This employment agreement
        provides that in the event of a significant change in the affairs of the
        Company
        such as a takeover bid, change of control of the Board, the sale, exchange
        or
        other disposition of a majority of the outstanding common shares of the Company,
        the merger or amalgamation or other corporate restructuring of the Company
        in a
        transaction or series of transactions in which the Company’s members receive
        less than 51% of outstanding common shares of the new or continuing corporation
        (“Significant Change”), then at the option of Mr. Adamson exercisable at any
        time within 6 months after the date of such event, Mr. Wong may elect to
        continue to be employed by the Company or give notice of termination in which
        event the Company shall pay Mr. Wong an amount equal to two times the annual
        salary then in effect.
 
 The
        criteria used
        to determine the amount payable to the Named Executive Officers was based
        on
        industry standards and the Company’s financial circumstances. The January 1,
        2002 employment agreements and subsequent increases in salaries with the
        Named
        Executive Officers were accepted by the Board of Directors based on
        recommendations of the Compensation Committee.
 
 ***Compensation
        of Directors***
 
 During
        the fiscal
        year ended December 31, 2004, the Company paid cash compensation, directly
        or
        indirectly, to Directors of the Company other than the Named Executive Officers
        (the “Other Directors”) as follows:
 
 1.
              J.
                  Garfield
                  MacVeigh, Chairman of the Board, was paid $85,000 for services
                  as an
                  officer and for providing geological services to the
                  Company.
 
 2.
              The
                  Company
                  accrued or paid Davis & Company, the Company’s legal counsel $664,277
                  (including $254,471 for the Company’s subsidiary Toquima) in legal fees by
                  the Company for legal services. David R. Reid, a director of the
                  Company,
                  is a partner of Davis & Company. In addition, this law firm also
                  billed $53,920 in legal fees to Africo Resources Ltd., a subsidiary
                  of the
                  Company accounted for on an equity investment
                  basis.
 
 By
        an employment
        agreement dated August 1, 1996 the Company engaged the services of J. Garfield
        MacVeigh to act as President and CEO, and to provide geological services
        to the
        Company. Under the employment agreement, Mr. MacVeigh received a salary of
        $60,000 per annum for a term of three years ending on July 31, 1999, which
        has
        been automatically renewed annually on the anniversary date for further terms
        of
        one year each and now also applies to Mr. MacVeigh in his capacity as Chairman.
        Mr. MacVeigh’s salary was increased to $85,000 per annum effective January 1,
        2004. The August 1, 1996 employment agreement with Mr. MacVeigh regarding
        a
        Significant Change is on the same terms and conditions as the August 1, 1996
        employment agreement with Messrs. Adamson and Gray described above.
 
 The
        Company has no
        pension plan and no standard or other arrangement for compensation to the
        Other
        Directors of the Company except the granting of stock options. No stock options
        were granted by the Company to the Other Directors during the financial year
        ended December 31, 2004.
 
 Stock
        options may
        be granted by the Board of Directors based upon the recommendation of the
        Compensation Committee pursuant to the Company’s Stock Option Plan (the “Plan”)
        which was approved by the shareholders at the 2004 Annual General Meeting.
        Under
        the terms of the Plan, the options will terminate 90 days after the optionees
        ceases to be a director, senior officer or employee of the Company, except
        by
        reason of the death of the optionee, in which case the optionee’s personal
        representative may exercise the options by the earlier of one year following
        the
        date of death or the expiry date of the stock option.
 
 ***Report
        on Executive Compensation***
 
 When
        determining
        the compensation of its executive officers, the Board considers the objectives
        of: (i) recruiting and retaining the executives critical to the success of
        the
        Company and the enhancement of shareholder value; (ii) providing fair and
        competitive compensation; (iii) balancing the interests of management and
        shareholders of the Company; and (iv) rewarding performance, both on an
        individual basis and with respect to the business in general. In order to
        achieve these objectives, the compensation paid to executive officers consists
        of three components:
 
 1.  base
        salary;
 2.  bonus;
        and
 3.  long-term
        incentive
        in the form of stock options granted in accordance with the policies of the
        TSX
        Venture Exchange.


-46-


***Base
      Salary***


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





***Bonus***


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





***Long-Term
      Incentive***


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





The
      foregoing
      report has been submitted by:   Philip
      S. Martin,
      Kevin D. Sherkin and John R. Brodie, FCA


Compensation
      Committee





**C.
      Board
      Practices**





The
      Board of
      Directors presently consists of six directors, four of whom were elected at
      the
      annual general meeting of the shareholders of the Company, held on May 25,
      2004.
      On January 27, 2005, Michael J. Gray and Douglas B. Forster resigned as
      directors and John R. Brodie, FCA and Kevin D. Sherkin were appointed as
      Directors to the Company’s Board. Each director holds office until the next
      annual general meeting of the Company or until his successor is elected or
      appointed, unless his office is earlier vacated in accordance with the Articles
      of the Company, or with the provisions of the Company Act. J. Garfield MacVeigh
      and David W. Adamson have served as directors of the Company since March 6,
      1996. Michael J. Gray served as a Director of the Company from March 6, 1996
      to
      January 27, 2005. Douglas B. Forster served as a Director of the Company from
      June 1, 1996 to January 27, 2005, David R. Reid has served as a Director since
      April 6, 2001 and Philip S. Martin has served as a Director since February
      15,
      2003.





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





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





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





***Composition
      of the Board***





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





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






-47-


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





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





***Description
      of Board Committees***





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




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




The
      Corporate
      Governance Committee presently consists of Philip S. Martin (Chair), David
      R.
      Reid and Kevin D. Sherkin. The Corporate Governance Committee is in the process
      of reviewing current governance guidelines and does not have a
      charter.





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





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





***Board
      Approvals and Review***





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





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





***Board
      Independence***





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





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





***Audit
      Committee Independence***





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






-48-


***Independent
      Advisor***





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




**D.
      Employees**




As
      of December 31,
      2004, the Company had nineteen full time employees (five of which are
      management), seven full time contractors and up to ten short term contracts
      with
      contractors/consultants. In 2003, the Company had twelve full time employees
      (five of which are management), four full time contractors and approximately
      10
      seasonal employees and up to 20 short term contracts with
      contractors/consultants. In 2002 the Company had five full time employees (four
      of which are management), two full time contractors, 10 seasonal employees
      and
      up to 20 short term contracts with contractors/consultants. In 2001, the Company
      had five full time employees (three of which were management), one full time
      contractor and one part time contractor. During 2000, the company had four
      full
      time employees (three of which were management), one part time employee, one
      seasonal employee and four short term contracts with contractors/consultants.
      As
      noted above, the Company engages independent contractors from time to time
      to
      supply work on specific corporate business and project exploration
      programs.





**E.
      Share
      Ownership**




With
      respect to the
      persons listed in “Item 6 - Directors, Senior Management and Employees - B.
      Compensation,” above, the following table discloses the number of Shares and
      percent of the Shares outstanding held by those persons, as of March 10, 2005.
      The Shares possess identical voting rights.






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




**Name
                and Title**
            **No.
                of Shares**
            **Percent
                of Shares Outstanding of the Class**J.
                Garfield
                MacVeigh
              Chairman
                of
                the Board of Directors
            1,288,096(1)
            2.27%David
                W.
                Adamson
              President,
                CEO, and Director
            1,070,767(1)
            1.88%Michael
                J.
                Gray
              Secretary
                and
                Vice-President, Exploration
            1,117,366(1)
            1.97%William
                J.
                Cavalluzzo
              Vice-President
                Investor Relations
            215,628
            0.38%Peter
                G.
                Wong
              Chief
                Financial Officer
            0
            0.00%David
                R.
                Reid
              Director
            196,500
            0.35%Philip
                S.
                Martin
              Director
            144,500
            0.25%John
                R.
                Brodie, FCA
              Director
            0
            0.00%Kevin
                D.
                Sherkin
              Director
            35,715
            0.06%


***Note:***


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





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





***Director
      and Management Stock Options as at March 10*** **,** ***2005***






-49-


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


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





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




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






**A.
      Major
      Shareholders**




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


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





Based
      on Insider
      Reports of the Company as at March 24, 2005, and to the knowledge of management
      of the Company, the following shareholders were the beneficial owners of 5%
      or
      more of the outstanding shares of the Company:




**Name
                  of Shareholder**
              **Number
                  of Shares**
              **Percentage**John
                  Tognetti
              7,769,915(1)
              13.68%Carlos
                  Pavao
              Exact
                  number
                  not available
              5.2
                  %(2)





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


(2)
            Exact
                number
                of common shares not known.




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





***Record
      Holders Resident In the United States***





Based
      upon the
      Company’s knowledge, and according to the records of the Company’s registrar and
      transfer agent, Computershare
      Investor Services Inc. ,
      the following
      table sets forth certain information regarding record holders of the Company’s
      equity securities resident in the United States as of March 10,
      2005:


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


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






-50-


**B.
      Related
      Party Transactions**





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





During
      2004, the
      Company accrued or paid legal fees aggregating $664,277 (including $254,471
      for
      the Company’s subsidiary Toquima) (2003 - $291,791; 2002 - $293,568) to a law
      firm of which a partner is a director (David R. Reid) of the Company. The fees
      are recorded within professional expenses, IPO costs of subsidiary (Toquima),
      mineral property acquisition costs, investments and share issue costs in these
      financial statements. As at December 31, 2004, this firm is owed $277,521 (2003
      - $62,569). These amounts are included in accounts payable and accrued
      liabilities and represent the unpaid portion of the legal fees as of the
      respective dates. In addition, during 2004, this law firm also billed $53,920
      legal fees to Africo Resources Ltd., a subsidiary of the Company accounted
      for
      on an equity investment basis.





During
      2004, the
      Company completed an option agreement with TLC Ventures Corp. (“TLC”), whereby
      TLC can acquire a 100% interest in the Point Leamington Property located on
      the
      island of Newfoundland in exchange for 150,000 common shares of TLC and $125,000
      in cash. TLC is required to issue an additional 75,000 common shares and pay
      $75,000 in cash on each of the next two anniversary date of the agreement.
      IF
      TLC were to sell the property during the option period, the Company would
      receive 50% of the gross proceeds less consideration already paid by TLC. The
      Company retains the right of first refusal to purchase a 2% NSR royalty. The
      Company and TLC had a common director (Douglas B. Forster) at the time the
      Company entered into and completed this option agreement.




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




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






-51-


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




**C.
      Interests of Experts and Counsel**




Not
      applicable.




-52-




**Item
      8.
      Financial Information**






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






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






Included
      under Item
      17 are the Consolidated Financial Statements of the Company (the “Financial
      Statements”), as at December 31, 2004 audited by De Visser Gray Chartered
      Accountants (formerly De Visser & Company), independent Chartered
      Accountants. The Financial Statements are accompanied by the auditors report
      (the “Audit Report”) and related notes.






***Legal
      Proceedings***




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





***Dividend
      Policy***




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




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




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




Share
      Capital




·
            In
                January
                2005, the Company closed the final tranche of a flow through financing
                announced in December 2004 by issuing 1,000,000 common shares @ $1.40
                per
                common share, 100,000 broker warrants enabling the holders to purchase
                100,000 common shares @$1.40 per common share for a period of two
                years
                and paying $112,000 cash in
                commission.





·
            300,000
                stock
                options were exercised at prices ranging from $0.76 to 0.86 per common
                share for cash proceeds of $245,500 and 135,625 stock options exercisable
                at prices ranging from $0.87 to $1.48 per common share were cancelled
                or
                expired.





·
            482,493
                warrants were exercised at prices ranging from $1.05 to $1.25 per
                common
                share for cash proceeds of
                $559,318.





·
            The
                Company
                issued stock options to directors and officers to purchase 1,825,000
                common shares at $1.18 per common share.





Mineral
      properties





·
            The
                Company
                optioned its Slate Bay project to King’s Bay Gold whereby King’s Bay Gold
                can earn a 51% interest in the property by spending $2.75 million
                in
                exploration costs on the property over four years, commencing March
                1,
                2005, including a firm commitment to spend $250,000 in exploration
                costs
                in the first year of the agreement. King’s Bay Gold has made an initial
                payment of $10,000 and 25,000 of its common shares to the Company
                and is
                required to make additional payments of $90,000 in cash and $90,000
                in its
                common shares to the Company over the term of the agreement.


·
              The
                  Company
                  renegotiated the option agreement with Redstar Resources Corporation
                  (“Redstar”) whereby under the new agreement Redstar agreed to make an
                  initial cash and share payment of $25,000 and 250,000 common shares.


-53-


·
            Redstar
                is
                then required to make additional cash payments of $175,000, issue
                an
                additional $75,000 in Redstar shares and complete an additional $1,100,000
                in work expenditures over a four year period to earn a 51% interest
                in a
                number of properties covered under the Redstar option
                agreement.





·
            IAMGold
                notified the Company it has terminated its option to earn a 55% interest
                in the Avalon project.





Investment
      in
      Africo





·
            Africo
                approved a $5.33 million non-brokered private placement to its existing
                shareholders at a price of $1.50 per share to provide sufficient
                working
                capital to complete the feasibility study on its copper-cobalt property
                in
                the Democratic Republic of Congo. The Company has agreed to participate
                in
                the private placement up to $2.13 million of which $1.15 million
                has been
                advanced. Africo is evaluating various alternatives to secure a pubic
                listing. Africo also released additional diamond drilling results.
                See
                Item 4B.





Changes
      to the
      Board of Directors





·
            On
                February
                1, 2005, the Company appointed Kevin Sherkin and John R. Brodie,
                FCA to
                its Board and Doug Forster and Michael Gray stepped down in order
                to allow
                for the new board appointments.




**Item
      9.
      The Offer and Listing**





**A.
      Trading
      History**





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




High
                Cdn$
              Low
                Cdn$Year
                  ended
                  December 31, 2000
              $0.70
              $0.25Year
                  ended
                  December 31, 2001
              $0.63
              $0.20Year
                  ended
                  December 31, 2002
              $1.85
              $0.59Year
                  ended
                  December 31, 2003
              $1.75
              $0.72Year
                  ended
                  December 31, 2004
              $1.73
              $1.13
 High
                    Cdn$
                  Low
                    Cdn$Quarter
                        ended
                        March 31, 2003
                  $1.19
                  $0.72Quarter
                        ended
                        June 30, 2003
                  $0.94
                  $0.77Quarter
                        ended
                        September 30, 2003
                  $1.39
                  $0.79Quarter
                        ended
                        December 31, 2003
                  $1.75
                  $1.12


High
              Cdn$
            Low
              Cdn$Quarter
                ended
                March 31, 2004
            $1.63
            $1.34Quarter
                ended
                June 30, 2004
            $1.73
            $1.13Quarter
                ended
                September 30, 2004
            $1.65
            $1.15Quarter
                ended
                December 31, 2004
            $1.53
            $1.20


High
              Cdn$
            Low
              Cdn$September
                2004
            $1.65
            $1.46October
                2004
            $1.53
            $1.40November
                2004
            $1.48
            $1.30December
                2004
            $1.30
            $1.20January
                2005
            $1.38
            $1.14February
                2005
            $1.26
            $1.16






-54-


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


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


**B.
      Markets**





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







**Item
      10.
      Additional Information**






**A.
      Share
      Capital**




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







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






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




**C.
      Material
      Contracts**





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





**Other
      Material Contracts**




1.  Roman
      Friedrich
& Company





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





2.  Shareholder
      Rights
      Plan





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





**D.
      Exchange
      Controls**





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





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






-55-


shares
      of the
      Company under the laws of Canada or the Province of British Columbia or in
      the
      charter documents of the Company.





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





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





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





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





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


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


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





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





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





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





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





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





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





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





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






-56-


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





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




**E.
      Taxation**




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





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





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





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





***Dividends***





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





***Capital
      Gains***





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





(a)
      the
      non-resident holder;





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





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





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





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






-57-


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





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





**Scope
      of
      this Disclosure**





Authorities





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





U.S.
      Holders





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





Non-U.S.
      Holders





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





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





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






-58-


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





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





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





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




Distributions
      on
      Common Shares





*General
      Taxation of Distributions*





A
      U.S. Holder that
      receives a distribution, including a constructive distribution, with respect
      to
      the Common Shares will be required to include the amount of such distribution
      in
      gross income as a dividend (without reduction for any Canadian income tax
      withheld from such distribution) to the extent of the current or accumulated
      “earnings and profits” of the Company. To the extent that a distribution exceeds
      the current and accumulated “earnings and profits” of the Company, such
      distribution will be treated (a) first, as a tax-free return of capital
      to
      the extent of a U.S. Holder’s tax basis in the Common Shares and,
      (b) thereafter, as gain from the sale or exchange of such Common Shares.
      (See more detailed discussion at “Disposition of Common Shares” below).





*Reduced
      Tax
      Rates for Certain Dividends*





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





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





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





If
      the Company is not a QFC, a dividend paid by the Company to a U.S. Holder,
      including a U.S. Holder that is an individual, estate, or trust, generally
      will
      be taxed at ordinary income tax rates (and not at the preferential tax rates
      applicable to long-term






-59-


capital
      gains). The
      dividend rules are complex, and each U.S. Holder should consult its own
      financial advisor, legal counsel, or accountant regarding the dividend
      rules.





*Distributions
      Paid in Foreign Currency*





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





*Dividends
      Received Deduction*





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





Disposition
      of
      Common Shares





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





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





Foreign
      Tax
      Credit





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





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





Information
      Reporting; Backup Withholding Tax






-60-


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





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





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





Controlled
      Foreign Corporation





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





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





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





Passive
      Foreign
      Investment Company **





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





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





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





*Default
      PFIC
      Rules Under Section 1291 of the Code*






-61-


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





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





Under
      Section 1291 of the Code, any gain recognized on the sale or other taxable
      disposition of Common Shares, and any excess distribution paid on the Common
      Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s
      holding period for the Common Shares. The amount of any such gain or excess
      distribution allocated to prior years of such Non-Electing U.S. Holder’s holding
      period for the Common Shares (other than years prior to the first taxable year
      of the Company beginning after December 31, 1986 for which the Company was
      not a
      PFIC) will be subject to U.S. federal income tax at the highest tax applicable
      to ordinary income in each such prior year. A Non-Electing U.S. Holder will
      be
      required to pay interest on the resulting tax liability for each such prior
      year, calculated as if such tax liability had been due in each such prior year.
      Such a Non-Electing U.S. Holder that is not a corporation must treat any such
      interest paid as “personal interest,” which is not deductible. The amount of any
      such gain or excess distribution allocated to the current year of such
      Non-Electing U.S. Holder’s holding period for the Common Shares will be treated
      as ordinary income in the current year, and no interest charge will be incurred
      with respect to the resulting tax liability for the current year.





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




*QEF
      Election*





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





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





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






-62-


Holder
      will be
      deemed to have made a timely QEF Election. In addition, under very limited
      circumstances, a U.S. Holder may make a retroactive QEF Election if such U.S.
      Holder failed to file the QEF Election documents in a timely manner.





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





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





*Mark-to-Market
      Election*





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





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





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





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





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





*Other
      PFIC
      Rules*





Under
      Section 1291(f) of the Code, the IRS has issued proposed Treasury
      Regulations that, subject to certain exceptions, would cause a U.S. Holder
      that
      had not made a timely QEF Election to recognize gain (but not loss) upon certain
      transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts
      and
      exchanges pursuant to corporate reorganizations).






-63-


However,
      the
      specific U.S. federal income tax consequences to a U.S. Holder may vary based
      on
      the manner in which Common Shares are transferred.





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





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





**F.
      Dividends and Paying Agents**





Not
      applicable.





**G.
      Statement by Experts**





Not
      applicable





**H.
      Documents on Display**





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




**I.
      Subsidiary Information**




Not
      applicable.








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




*Currency
      Exchange Rate Sensitivity*






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






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






*Interest
      Rate
      Sensitivity*




-64-




The
        Company
        currently has no short term or long term debt requiring interest payments.
        As a
        result, the Company has not entered into any agreement or purchased any
        instrument to hedge against possible interest rate risks at this
        time.
   *Commodity
        Price
        Sensitivity*
   The
        future revenue
        and profitability of the Company will be dependent, to a significant extent,
        upon prevailing spot market prices for metals. In the past metal prices has
        been
        volatile. Prices are subject to wide fluctuations in response to changes
        in
        supply of and demand for metals, market uncertainty and a variety of additional
        factors that are beyond the control of the Company. The Company’s mineral
        properties are in the exploration phase and accordingly the Company is not
        generating any operating revenues and is therefore not subject to any short
        term
        volatility in the prices of metals. As the Company is in the exploration
        phase,
        the above factors have had no material impact on operations or income. No
        futures or forward contracts have been entered into by the Company.
   **Item
        12.
        Description of Securities Other than Equity Securities**
   Not
        applicable.
  -65-




**PART
      II**






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




Not
      applicable








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




Not
      applicable







**Item
      15.
      Controls and Procedures**




**DISCLOSURE
      CONTROLS AND PROCEDURES**





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





**CHANGES
      IN
      INTERNAL CONTROLS OVER FINANCIAL REPORTING**





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


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




**Item
      16.**




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




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




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






-66-




**Item
      16B. Code of Ethics**




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




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




***Audit
      Fees***




The
      Company’s audit
      committee appointed DeVisser Gray Chartered Accountants as independent auditors
      to audit the Company’s financial statements for the fiscal year ended December
      31, 2004. The aggregate fees billed by De Visser Gray Chartered Accountants
      for
      professional services rendered for the audit of our annual financial statements
      included in this Annual Report for the fiscal year ended December 31, 2004
      were
      $19,500.




***Audit
      Related Fees***




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




***Tax
      Fees***




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




***All
      Other Fees***




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




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




-
            approved
                by
                our audit committee; or


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




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




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




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




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








**AMEX
      CORPORATE GOVERNANCE**






-67-


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





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





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





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





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







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






Not
      applicable.




-68-




**PART
      III**






**Item
      17.
      Financial Statements**






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








-69-


RUBICON
      MINERALS
      CORPORATION





Consolidated
      Financial Statements


(Stated
      in Canadian
      Dollars)





December
      31,
      2004


*and*


December
      31,
      2003






-70-


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


**CHARTERED
      ACCOUNTANTS**





401
      - 905 West
      Pender Street


Vancouver,
      BC
      Canada


V6C
      1L6





Tel:
      (604)
      687-5447


Fax:
      (604)
      687-6737


























**AUDITORS’
      REPORT**





To
      the Shareholders
      of Rubicon Minerals Corporation





We
      have audited the consolidated balance sheets and consolidated statements of
      deferred property costs of Rubicon Minerals Corporation as at December 31,
      2004
      and 2003 and the consolidated statements of operations and deficit and cash
      flows for each of the years in the three year period ended December 31, 2004.
      These consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





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





In
      our opinion, these consolidated financial statements present fairly, in all
      material respects, the financial position of the Company as at December 31,
      2004
      and 2003 and the results of its operations and cash flow for each of the years
      in the three year period ended December 31, 2003 in accordance with generally
      accepted accounting principles in Canada.











“De
      Visser
      Gray”





**CHARTERED
      ACCOUNTANTS**





Vancouver,
      British
      Columbia


March
      7, 2005,
      except as to Note 13


which
      is as of
      March 30, 2005






-71-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Balance Sheets


*(Stated
      in
      Canadian Dollars)*




**As
                  at
                  December 31,****2004**
              
              **2003****Assets****Current
                  assets**Cash
                  and cash
                  equivalents
              
              $
              6,941,848
              
              $
              11,302,074Amounts
                  receivable
              
              
              263,731
              
              
              953,065Prepaid
                  expenses
              
              
              64,202
              
              
              20,4047,269,781
              
              
              12,275,543**Investments**(note
                  4)
              
              
              3,177,783
              
              
              366,833**Equipment**- net of
                  accumulated amortization of $92,004(2002
                  -
                  $79,460)
              
              
              56,604
              
              
              44,103**Deferred
                  property costs**(note
                  6)
              
              
              19,815,494
              
              
              17,276,818$
              30,319,662
              
              $
              29,963,297**Liabilities****Current
                  Liabilities**Accounts
                  payable and accrued liabilities
              
              $
              897,397
              
              $
              729,966**Non-controlling
                  interest**(note
                  5)
              
              
              474,340
              
              
              682,594**Shareholders’
                  equity**Share
                  capital
                  (note 7)
              
              
              39,184,721
              
              
              35,911,629Contributed
                  surplus (note 7)
              
              
              1,960,463
              
              
              753,531Deficit
              
              
              (12,197,259
              )
              
              (8,114,423
              )28,947,925
              
              
              28,550,737$
              30,319,662
              
              $
              29,963,297*See
                  accompanying notes to the consolidated financial
                  statements*


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






-72-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Operations and Deficit


*(Stated
      in
      Canadian Dollars)*




**For
                  the years ended December 31,****2004**
              
              **2003**
              
              **2002****Expenses**Amortization
              
              $
              19,130
              
              $
              12,543
              
              $
              9,895Consulting
              
              
              187,032
              
              
              124,726
              
              
              112,500Investor
                  relations
              
              
              354,539
              
              
              413,911
              
              
              316,536Office
              
              
              220,635
              
              
              119,189
              
              
              51,912Professional
                  fees
              
              
              238,463
              
              
              186,221
              
              
              117,506Rent
              
              
              59,127
              
              
              68,634
              
              
              65,621Salaries
              
              
              528,836
              
              
              335,142
              
              
              138,835Stock-based
                  compensation (notes 2 and 7)
              
              
              983,380
              
              
              556,046
              
              
              145,355Telephone
              
              
              15,121
              
              
              7,910
              
              
              4,530IPO
                  costs of
                  Subsidiary
              
              
              411,188
              
              
              -
              
              
              -Transfer
                  agent and regulatory filing fees
              
              
              130,095
              
              
              153,341
              
              
              36,443Travel
                  and
                  accommodation
              
              
              35,225
              
              
              28,417
              
              
              5,783Write-off
                  of
                  deferred property costs
              
              
              1,928,106
              
              
              432,915
              
              
              171,358**Loss
                  before other items:**
              
              
              (5,110,877
              )
              
              (2,438,995
              )
              
              (1,176,274
              )Corporate
                  capital tax expense
              
              
              -
              
              
              (47,012
              )
              
              -Gain
                  on sale
                  of investments (note 4)
              
              
              694,769
              
              
              19,703
              
              
              -Interest
                  and
                  miscellaneous income
              
              
              150,018
              
              
              153,910
              
              
              74,162Equity
                  loss
              
              
              (25,000
              )
              
              -
              
              
              -Allocation
                  of
                  subsidiary’s loss to minority interest
              
              
              208,254
              
              
              -
              
              
              -**Net
                  loss for the year**
              
              
              (4,082,836
              )
              
              (2,312,394
              )
              
              (1,102,112
              )**Deficit,
                  beginning of year**
              
              
              (8,114,423
              )
              
              (5,802,029
              )
              
              (4,699,917
              )**Deficit,
                  end of year**
              
              $
              (12,197,259
              )
              $
              (8,114,423
              )
              $
              (5,802,029
              )**Loss
                  per share**(note
                  9)
              
              $
              (0.07
              )
              $
              (0.05
              )
              $
              (0.04
              )Weighted
                  average number of common shares outstanding
              
              
              52,919,912
              
              
              43,240,383
              
              
              31,010,908*See
                  accompanying notes to the consolidated financial
                  statements*






-73-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Cash Flows


*(Stated
      in
      Canadian Dollars)*




**For
                  the years ended December 31,****2004**
              
              **2003**
              
              **2002****Cash
                  Provided by (Used for):****Operating
                  Activities**Net
                  loss for
                  the year
              
              $
              (4,082,836
              )
              $
              (2,312,394
              )
              $
              (1,102,112
              )Adjustment
                  for items which do not involve cash:Gain
                  on sale
                  of investments
              
              
              (694,769
              )
              
              (19,703
              )
              
              -Stock-based
                  compensation
              
              
              1,100,980
              
              
              556,046
              
              
              145,355Allocation
                  of
                  subsidiary’s loss to minority interest
              
              
              (208,254
              )
              
              -
              
              
              -Equity
                  loss
              
              
              25,000
              
              
              -
              
              
              -Amortization
              
              
              19,130
              
              
              12,543
              
              
              9,895Write-off
                  of
                  deferred property costs
              
              
              1,928,106
              
              
              432,915
              
              
              171,358(1,912,643
              )
              
              (1,330,593
              )
              
              (775,504
              )Changes
                  in
                  non-cash working capital components:Prepaid
                  expenses
              
              
              (43,798
              )
              
              (14,948
              )
              
              1,407Amounts
                  receivable
              
              
              689,334
              
              
              (768,668
              )
              
              (63,598
              )Accounts
                  payable and accrued liabilities
              
              
              167,431
              
              
              124,458
              
              
              419,547(1,099,676
              )
              
              (1,989,751
              )
              
              (418,148
              )**Investing
                  Activities***Deferred
                  property costs
              
              
              (9,027,662
              )
              
              (9,728,862
              )
              
              (7,936,059
              )Purchase
                  of
                  equipment
              
              
              (31,631
              )
              
              (17,692
              )
              
              (21,334
              )Purchase
                  of
                  investments (notes 4 and 5)
              
              
              (4,004,193
              )
              
              (300,000
              )
              
              -Proceeds
                  on
                  sales of investments
              
              
              2,489,294
              
              
              33,737
              )
              
              -Cash
                  acquired
                  in capital transaction (note 5)
              
              
              -
              
              
              714,031
              )
              
              -(10,574,192
              )
              
              (9,298,786
              )
              
              (7,957,393
              )**Financing
                  Activities***Common
                  shares
                  issued for cash
              
              
              3,628,330
              
              
              1717,700,909
              
              
              6,071,814Share
                  issue
                  costs
              
              
              (413,658
              )
              
              (1,238,338
              )
              
              (272,716
              )Recovery
                  of
                  property costs incurred
              
              
              3,857,365
              
              
              4,677,732
              
              
              2,558,828Management
                  and administration fees received
              
              
              241,605
              
              
              290,342
              
              
              168,8957,313,642
              
              
              21,430,645
              
              
              8,526,821**Net
                  cash (used) provided during the year**
              
              
              (4,360,226
              )
              
              10,142,108
              
              
              151,280**Cash
                  and cash equivalents, beginning of year**
              
              
              11,302,074
              
              
              1,159,966
              
              
              1,008,686**Cash
                  and cash equivalents, end of year**
              
              $
              6,941,848
              
              $
              11,302,074
              
              $
              1,159,966


****Supplemental
      Disclosure of Non-Cash Investing and Financing
      Activities***





*During
      the
      fiscal year ended December 31, 2004, the Company issued 123,827 (2003 - 602,811;
      2002 - 1,426,028) of its common shares at a value of $164,372 (2003 - $711,381;
      2002 - $1,656,612), issued 195,064 broker warrants having a fair value of
      $118,417 and received 1,345,282 (2003 - 1,356,948; 2002 - 125,000) common shares
      of other companies valued at $626,282 (2003 - $340,748; 2002 - $20,000) pursuant
      to the terms of property joint venture agreements. During the fiscal year ended
      December 31, 2002, the Company issued 100,000 stock options having a fair value
      of $52,130 pursuant to the terms of a property acquisition
      agreement.*


*Refer
      also to
      notes 4, 5 and 8.*





*See
      accompanying notes to the consolidated financial statements*






-74-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Deferred Property Costs


*(Stated
      in
      Canadian Dollars)*




Balance
                  December 31, 2002
              Gross
                  Expenditures 2003
              Write-off
                  or
                  Recovery 2003
              Balance
                  December 31, 2003
              Gross
                  Expenditures 2004
              Write-off
                  or
                  Recovery 2004
              Balance
                  December 31, 2004**CANADA****ONTARIO****RED
                  LAKE MINING DIVISION****McFinley
                  Property**Acquisitionand
                  option
                  payments
              $
                  2,592,103
              $
                  174,503
              $
                  -
              $
                  2,766,606
              $
                  360,092
              $
                  -
              $
                  3,126,698Exploration
                  costsGeological
                  and geochemical
              596,447
              591,763
              -
              1,188,210
              80,818
              -
              1,269,028Drilling
              295,516
              1,580,938
              -
              1,876,454
              1,731,442
              -
              3,607,896Geophysical
              78,365
              21,437
              -
              99,802
              1,345
              -
              101,147Travel
                  and
                  accommodation
              20,616
              75,605
              -
              96,221
              40,529
              -
              136,750Other
              25,139
              4,520
              -
              29,659
              1,637
              -
              31,2963,608,186
              2,448,766
              -
              6,056,952
              2,215,863
              -
              8,272,815**Other
                  Red Lake Properties**Acquisitionand
                  option
                  payments
              519,970
              356,437
              (280,450)
              595,957
              73,768
              (230,862)
                  )
              438,863Exploration
                  costsGeological
                  and geochemical
              495,141
              493,511
              (374,149)
              614,503
              289,371
              (167,157)
                  )
              736,717Drilling
              381,223
              1,812,260
              (1,644,621)
              548,862
              676,490
              (628,929)
                  )
              596,423Geophysical
              174,315
              272,997
              (150,224)
              297,088
              78,641
              (95,419)
                  )
              280,310Travel
                  and
                  accommodation
              33,841
              74,628
              (67,686)
              40,783
              47,339
              (18,652)
                  )
              69,470Other
              3,118
              -
              -
              3,118
              -
              (137)
                  )
              2,981*Administration
                  fees (earned)*
              (201,540)
              -
              (169,422)
              (370,962)
              -
              (65,082)
                  )
              (436,044)1,406,068
              3,009,833
              (2,686,552)
              1,729,349
              1,165,609
              (1,206,238)
                  )
              1,688,720**McCuaig
                  JV Project**Acquisitionand
                  option
                  payments
              79,940
              -
              -
              79,940
              24,000
              -
              103,940Exploration
                  costsGeological
                  and geochemical
              399,753
              30,748
              (16,167)
              414,334
              57,552
              (32,385)
                  )
              439,501Drilling
              873,632
              197,590
              (79,036)
              992,186
              252,436
              (100,975)
                  )
              1,143,647Geophysical
              27,202
              800
              (320)
              27,682
              -
              (257)
                  )
              27,425Travel
                  and
                  accommodation
              22,991
              6,993
              (2,792)
              27,192
              7,904
              (2,904)
                  )
              32,192Other
              1,400
              -
              -
              1,400
              1,000
              (400)
                  )
              2,000*Administration
                  fees (earned)*
              (10,144)
              -
              (6,742)
              (16,886)
              -
              (10,492)
                  )
              (27,378)1,394,774
              236,131
              (105,057)
              1,525,848)
              342,892
              (147,413)
                  )
              (1,721,327))**English
                  Royalty Division**
                **Properties**Acquisitionand
                  option
                  payments
              -
              954,118
              (428,680)
              525,438)
              249,952
              (604,058)
                  )
              171,332Exploration
                  costsGeological
                  and geochemical
              -
              86,420
              -
              86,420)
              158,449
              -
              244,869Travel
                  and
                  accommodation
              -
              2,328
              -
              2,328)
              3,201
              -
              5,529Other
              -
              23
              -
              23)
              84
              -
              107-
              1,042,889
              (428,680)
              614,209)
              411,686
              (604,058)
                  )
              421,837*See
                  accompanying notes to the consolidated financial
                  statements*




-75-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Deferred Property Costs


*(Stated
      in
      Canadian Dollars)*




Balance
                  December 31, 2002
              
              
              Gross
                  Expenditures 2003
              
              
              Write-off
                  or
                  Recovery 2003
              
              
              Balance
                  December 31, 2003
              
              
              Gross
                  Expenditures 2004
              
              
              Write-off
                  or
                  Recovery 2004
              
              
              Balance
                  December 31, 2004**ONTARIO***(continued)***Other
                  Ontario Properties**Acquisitionand
                  option
                  payments
              
              $
              41,310
              
              $
              -
              
              $
              -
              
              $
              41,310
              
              $
              -
              
              $
              (41,310
              )
              $
              -Exploration
                  costsGeological
                  and geochemical
              
              
              22,722
              
              
              -
              
              
              -
              
              
              22,722
              
              
              -
              
              
              (22,722
              )
              
              -Geophysical
              
              
              56,362
              
              
              -
              
              
              -
              
              
              56,362
              
              
              -
              
              
              (56,362
              )
              
              -Travel
                  and
                  accommodation
              
              
              1,322
              
              
              -
              
              
              -
              
              
              1,322
              
              
              -
              
              
              (1,322
              )
              
              -121,716
              
              
              -
              
              
              -
              
              
              121,716
              
              
              -
              
              
              (121,716
              )
              
              -**NEWFOUNDLAND****GOLD
                  PROPERTIES****StarTrack
                  Trend Properties**Acquisitionand
                  option
                  payments
              
              
              196,826
              
              
              111,752
              
              
              -
              
              
              308,578
              
              
              86,408
              
              
              (150,744
              )
              
              244,242Exploration
                  costsGeological
                  and geochemical
              
              
              165,282
              
              
              252,374
              
              
              -
              
              
              429,479
              
              
              90,306
              
              
              (72,340
              )
              
              447,445Drilling
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              224,058
              
              
              (100,000
              )
              
              124,058Geophysical
              
              
              11,822
              
              
              57,197
              
              
              -
              
              
              57,197
              
              
              -
              
              
              (56,715
              )
              
              482Travel
                  and
                  accommodation
              
              
              9,380
              
              
              647
              
              
              -
              
              
              10,026
              
              
              1,277
              
              
              (734
              )
              
              10,569Other
              
              
              450
              
              
              -
              
              
              -
              
              
              450
              
              
              3,130
              
              
              -
              
              
              3,580383,760
              
              
              421,970
              
              
              -
              
              
              805,730
              
              
              405,179
              
              
              (380,533
              )
              
              830,376**Golden
                  Promise Trend Properties**Acquisitionand
                  option
                  payments
              
              
              146,887
              
              
              379,302
              
              
              (236,578
              )
              
              289,611
              
              
              219,495
              
              
              (360,680
              )
              
              148,426Exploration
                  costsGeological
                  and geochemical
              
              
              146,369
              
              
              410,901
              
              
              (318,628
              )
              
              238,642
              
              
              622,733
              
              
              (608,021
              )
              
              253,354Drilling
              
              
              113,636
              
              
              208,665
              
              
              (213,796
              )
              
              108,505
              
              
              392,168
              
              
              (328,608
              )
              
              172,065Geophysical
              
              
              11,443
              
              
              464,315
              
              
              (358,437
              )
              
              117,321
              
              
              -
              
              
              (62,742
              )
              
              54,579Travel
                  and
                  accommodation
              
              
              5,251
              
              
              3,563
              
              
              (2,459
              )
              
              6,355
              
              
              16,188
              
              
              (14,807
              )
              
              7,736Other
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              296
              
              
              (296
              )
              
              -*Administration
                  fees (earned)*
              
              
              -
              
              
              -
              
              
              (74,203
              )
              
              (74,203
              )
              
              -
              
              
              (104,641
              )
              
              (178,844
              )423,586
              
              
              1,466,746
              
              
              (1,204,101
              )
              
              686,231
              
              
              1,250,880
              
              
              (1,479,795
              )
              
              457,316**Avalon
                  Trend Properties**Acquisitionand
                  option
                  payments
              
              
              55,340
              
              
              47,226
              
              
              -
              
              
              102,566
              
              
              109,725
              
              
              (52,508
              )
              
              159,783Exploration
                  costsGeological
                  and geochemical
              
              
              143,427
              
              
              152,786
              
              
              -
              
              
              296,213
              
              
              339,711
              
              
              (380,247
              )
              
              255,677Drilling
              
              
              
              
              
              
              
              
              
              
              
              -
              
              
              263,443
              
              
              (263,443
              )
              
              -Travel
                  and
                  accommodation
              
              
              3,072
              
              
              1,425
              
              
              -
              
              
              4,497
              
              
              2,115
              
              
              (2,433
              )
              
              4,179Other
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,366
              
              
              (641
              )
              
              725*Administration
                  fees (earned)*
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (42,671
              )
              
              (42,671
              )201,839
              
              
              201,437
              
              
              -
              
              
              403,276
              
              
              716,360
              
              
              (741,943
              )
              
              377,693**Glenwood-Botwood
                  Trend Properties**Acquisitionand
                  option
                  payments
              
              
              398,773
              
              
              91,506
              
              
              (166,437
              )
              
              323,842
              
              
              246,707
              
              
              (168,199
              )
              
              402,350Exploration
                  costsGeological
                  and geochemical
              
              
              286,659
              
              
              489,568
              
              
              (194,384
              )
              
              581,843
              
              
              502,002
              
              
              (68,856
              )
              
              1,014,989395,568
              
              
              (104,467
              )
              
              291,101Geophysical
              
              
              204,521
              
              
              292,828
              
              
              (260,543
              )
              
              236,806
              
              
              39,279
              
              
              (20,056
              )
              
              256,029Travel
                  and
                  accommodation
              
              
              5,173
              
              
              1,579
              
              
              (903
              )
              
              5,849
              
              
              5,534
              
              
              (1,357
              )
              
              10,026*Administration
                  fees (earned)*
              
              
              -
              
              
              -
              
              
              (39,887
              )
              
              (39,887
              )
              
              -
              
              
              (3,026
              )
              
              (42,913
              )895,126
              
              
              875,481
              
              
              (662,154
              )
              
              1,108,453
              
              
              1,189,090
              
              
              (365,961
              )
              
              1,931,582*See
                  accompanying notes to the consolidated financial
                  statements*






-76-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Deferred Property Costs


*(Stated
      in
      Canadian Dollars)*




Balance
                  December 31, 2002
              
              
              Gross
                  Expenditures 2003
              
              
              Write-off
                  or
                  Recovery 2003
              
              
              Balance
                  December 31, 2003
              
              
              Gross
                  Expenditures 2004
              
              
              Write-off
                  or
                  Recovery 2004
              
              
              Balance
                  December 31, 2004**NEWFOUNDLAND**
                **GOLD
                  PROPERTIES***(continued)***New
                  World Trend Property**Acquisitionand
                  option
                  payments
              
              $
              35,040
              
              $
              (18,950
              )
              $
              -
              
              $
              16,090
              
              $
              53,600
              
              $
              -
              
              $
              69,690Exploration
                  costsGeological
                  and geochemical
              
              
              85,357
              
              
              148,522
              
              
              -
              
              
              233,879
              
              
              69,566
              
              
              -
              
              
              303,445567
              
              
              -
              
              
              567Travel
                  and
                  accommodation
              
              
              1,766
              
              
              51
              
              
              -
              
              
              1,817
              
              
              43
              
              
              -
              
              
              1,860122,163
              
              
              129,623
              
              
              -
              
              
              251,786
              
              
              123,776
              
              
              -
              
              
              375,562**GNP
                  Trend Property**Acquisitionand
                  option
                  payments
              
              
              117,071
              
              
              (82,900
              )
              
              -
              
              
              34,171
              
              
              -
              
              
              (34,171
              )
              
              -Exploration
                  costsGeological
                  and geochemical
              
              
              25,010
              
              
              2,247
              
              
              -
              
              
              27,257
              
              
              -
              
              
              (27,257
              )
              
              -Travel
                  and
                  accommodation
              
              
              3,373
              
              
              -
              
              
              -
              
              
              3,373
              
              
              -
              
              
              (3,373
              )
              
              -145,454
              
              
              (80,653
              )
              
              -
              
              
              64,801
              
              
              -
              
              
              (64,801
              )
              
              -**NEWFOUNDLAND****Base
                  Metal Properties**Acquisitionand
                  option
                  payments
              
              
              266,157
              
              
              64,773
              
              
              (46,039
              )
              
              284,891
              
              
              104,543
              
              
              (299,742
              )
              
              89,692Exploration
                  costsGeological
                  and geochemical
              
              
              511,960
              
              
              87,010
              
              
              (208,562
              )
              
              390,408
              
              
              100,984
              
              
              (242,621
              )
              
              248,771Drilling
              
              
              538,236
              
              
              1,757
              
              
              (23,825
              )
              
              516,168
              
              
              122,758
              
              
              (347,192
              )
              
              291.734Geophysical
              
              
              169,913
              
              
              16,194
              
              
              (16,205
              )
              
              169,902
              
              
              1,316
              
              
              (88,581
              )
              
              82,637Travel
                  and
                  accommodation
              
              
              39,580
              
              
              10,286
              
              
              (16,596
              )
              
              33,270
              
              
              6,689
              
              
              (17,972
              )
              
              21,987Other
              
              
              9,612
              
              
              208
              
              
              (726
              )
              
              9,094
              
              
              -
              
              
              (8,869
              )
              
              225*Administration
                  fees (earned)*
              
              
              (84,947
              )
              
              -
              
              
              -
              
              
              (84,947
              )
              
              -
              
              
              84,947
              
              
              -1,450,511
              
              
              180,228
              
              
              (311,953
              )
              
              1,318,786
              
              
              336,290
              
              
              (920,030
              )
              
              735,046**BRITISH
                  COLUMBIA****Axelgold
                  and Thumb Peak**Acquisitionand
                  option
                  payments
              
              
              434,571
              
              
              1,267
              
              
              -
              
              
              435,838
              
              
              -
              
              
              (435,838
              )
              
              -Exploration
                  costsGeological
                  and geochemical
              
              
              59,041
              
              
              (326
              )
              
              -
              
              
              58,715
              
              
              601
              
              
              (59,316
              )
              
              -Drilling
              
              
              1,099
              
              
              -
              
              
              -
              
              
              1,099
              
              
              151
              
              
              (1,250
              )
              
              -Travel
                  and
                  accommodation
              
              
              2,921
              
              
              22
              
              
              -
              
              
              2,943
              
              
              -
              
              
              (2,943
              )
              
              -*Administration
                  fees (earned)*
              
              
              (63,860
              )
              
              -
              
              
              -
              
              
              (63,860
              )
              
              -
              
              
              63,860
              
              
              -433,772
              
              
              963
              
              
              -
              
              
              434,735
              
              
              752
              
              
              (435,487
              )
              
              -**NUNAVUT,
                  BAFFIN ISLAND**Incognita
                  Joint Venture PropertyAcquisitionand
                  option
                  payments
              
              
              84,048
              
              
              -
              
              
              -
              
              
              84,048
              
              
              65,000
              
              
              (149,048
              )
              
              -Exploration
                  costsGeological
                  and geochemical
              
              
              83,759
              
              
              5,742
              
              
              (2,404
              )
              
              87,097
              
              
              (66,677
              )
              
              (20,420
              )
              
              -Drilling
              
              
              32,758
              
              
              -
              
              
              -
              
              
              32,758
              
              
              97,050
              
              
              (129,808
              )
              
              -Geophysical
              
              
              14,151
              
              
              -
              
              
              -
              
              
              14,151
              
              
              -
              
              
              (14,151
              )
              
              -Travel
                  and
                  accommodation
              
              
              4,294
              
              
              -
              
              
              -
              
              
              4,294
              
              
              8,000
              
              
              (12,294
              )
              
              -Other
              
              
              354
              
              
              -
              
              
              -
              
              
              354
              
              
              22,178
              
              
              (22,532
              )
              
              -*Administration
                  fees (earned)*
              
              
              (197,520
              )
              
              -
              
              
              (88
              )
              
              (197,608
              )
              
              -
              
              
              197,608
              
              
              -21,844
              
              
              5,742
              
              
              (2,492
              )
              
              25,094
              
              
              125,551
              
              
              (150,645
              )
              
              -*See
                  accompanying notes to the consolidated financial
                  statements*






-77-


**RUBICON
      MINERALS CORPORATION**


Consolidated
      Statements of Deferred Property Costs


*(Stated
      in
      Canadian Dollars)*




Balance
                  December 31, 2002
              
              
              Gross
                  Expenditures 2003
              
              
              Write-off
                  or
                  Recovery 2003
              
              
              Balance
                  December 31, 2003
              
              
              Gross
                  Expenditures 2004
              
              
              Write-off
                  or
                  Recovery 2004
              
              
              Balance
                  December 31, 2004**UNITED
                  STATES OF AMERICA****ALASKA
                  (note 9)****Palmer
                  Property**Acquisitionand
                  option
                  payments
              
              $
              800,865
              
              $
              107,524
              
              $
              -
              
              $
              908,389
              
              $
              136,566
              
              $
              -
              
              $
              1,044,955Exploration
                  costsGeological
                  and geochemical
              
              
              213,957
              
              
              (4,025)
              
              
              -
              
              
              209,932
              
              
              161,300
              
              
              -
              
              
              371,232Drilling
              
              
              680,324
              
              
              1,891
              
              
              -
              
              
              682,215
              
              
              -
              
              
              -
              
              
              682,215Travel
                  and
                  accommodation
              
              
              13,193
              
              
              4,810
              
              
              -
              
              
              18,003
              
              
              -
              
              
              -
              
              
              18,003Other
              
              
              17,458
              
              
              555
              
              
              -
              
              
              18,013
              
              
              -
              
              
              -
              
              
              18,013*Administration
                  fees (earned)*
              
              
              (76,483
              )
              
              -
              
              
              -
              
              
              (76,483
              )
              
              -
              
              
              -
              
              
              (76,483
              )1,649,314
              
              
              110,755
              
              
              -
              
              
              1,760,069
              
              
              297,866
              
              
              -
              
              
              2,057,935**ARIZONA****Yuma
                  King Property**Acquisitionand
                  option
                  payments
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              54,202
              
              
              -
              
              
              54,202Exploration
                  costsGeological
                  and geochemical
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              16,484
              
              
              -
              
              
              16,484Travel
                  and
                  accommodation
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,188
              
              
              -
              
              
              1,188-
              
              
              -
              
              
              -
              
              
              71,874
              
              
              -
              
              
              71,874**NEVADA
                  (note 5)****Other
                  Properties**Acquisitionand
                  option
                  payments
              
              
              -
              
              
              369,783
              
              
              -
              
              
              369,783
              
              
              419,572
              
              
              (23,505
              )
              
              765,850Exploration
                  costsGeological
                  and geochemical
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              118,794
              
              
              (11,233
              )
              
              107,561369,783
              
              
              -
              
              
              369,783
              
              
              538,366
              
              
              (34,738
              )
              
              873,411**Deferred
                  Property Costs**
              
              $
              12,258,113
              
              $
              10,419,694
              
              $
              (5,400,989
              )
              $
              17,276,818
              
              $
              9,192,034
              
              $
              (6,653,358
              )
              $
              19,815,494




**Property
      Costs Written-off**







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




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


-78-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements


*(Stated
      in
      Canadian Dollars)*





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





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





**2.**  **SUMMARY
      OF
      SIGNIFICANT ACCOUNTING POLICIES**





**Basis
      of
      Accounting and Consolidation**





These
      consolidated
      financial statements are prepared in accordance with generally accepted
      accounting principles (“GAAP”) in Canada. As described in note 10, these
      principles differ in certain respects from principles and practices generally
      accepted in the United States (“US”). Summarized below are those policies
      considered particularly significant to the Company. References to the Company
      included herein are inclusive of the accounts of the parent company and its
      subsidiaries - Toquima Minerals Corporation at December 31, 2004 and 2003 and
      Rubicon Minerals USA Inc. as at the 2002 year end. The investment in Africo
      Resources Ltd. is accounted for on an equity basis.





All
      intercompany
      balances have been eliminated.





**Deferred
      Property Costs**





Acquisition,
      option
      payments and direct exploration costs are deferred until the properties are
      placed into production, sold or abandoned, at which time theses deferred costs
      will either be amortized on a unit-of-production basis, charged to operations
      if
      sold, or written-off.





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





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





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





**Use
      of
      Estimates**





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





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





**Equipment**




Equipment
        is
        recorded and amortized over their estimated useful economic lives using
        declining balance method at annual rates of 20% for office furniture and
        equipment, 30% for computer equipment and 50% for software. Leasehold
        improvements are amortized on a straight-line basis over 10 years.
  -79-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in Canadian Dollars)*





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





**Foreign
      Currency Translation**





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





**Joint
      Ventures**





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





**Financial
      Instruments and Financial Risk**





The
      Company’s
      financial instruments consists of current assets and current liabilities, the
      fair values of which approximate their carrying amounts due to the short-term
      nature of these instruments.





**Investments**





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





**Share
      Capital**





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





**Stock-based
      Compensation**





The
      Company follows
      the Recommendations of the Canadian Institute of Chartered Accountants (“CICA”)
      in connection with accounting for stock option-based compensation. These
      Recommendations were first applied on a prospective basis to all awards granted
      on or after January 1, 2002. They established standards for the recognition,
      measurement and disclosure of stock option-based compensation and other stock
      based payments made in exchange for goods and services.





As
      amended by the
      CICA during the comparative year, the standard now requires that all stock
      option-based awards made to consultants and employees be recognized in these
      consolidated financial statements and measured using a fair value-based
      method.





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





**Income
      Taxes**





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





The
      Company’s
      accounting policy for future income taxes currently had no effect on the
      financial statements of any of the fiscal years presented.




-80-




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


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





**Asset
      Retirement Obligations**





The
      fair value of a
      liability for an asset retirement obligation is recognized on an undiscounted
      cash flow basis when a reasonable estimate of the fair value of the obligation
      can be made. The asset retirement obligation is recorded as a liability with
      a
      corresponding increase to the carrying amount of the related long-lived asset.
      Subsequently, the asset retirement cost is allocated to expense using a
      systematic and rational method and is adjusted to reflect period-to-period
      changes in the liability resulting from the passage of time and from revisions
      to either expected payment dates or the amounts comprising the original estimate
      of the obligation. As at December 31, 2004, the Company does not have any asset
      retirement obligations.





**Environmental
      Expenditures**





The
      operations of
      the Company have been, and may in the future be, affected from time to time
      in
      varying degree by changes in environmental regulations, including those for
      site
      restoration costs. Both the likelihood of new regulations and their overall
      effect upon the Company vary greatly from country to country and are not
      predictable. The Company’s policy is to meet or, if possible, surpass
      environmental standards set by relevant legislation by the application of
      technically proven and economically feasible measures.





Environmental
      expenditures that relate to ongoing environmental and reclamation programs
      are
      charged against operations as incurred or capitalized and amortized depending
      on
      their expected future economic benefit. Estimated future removal and site
      restoration costs are recognized when the ultimate liability is reasonably
      determinable, and are charged against operations over the estimated remaining
      life of the related business operations, net of expected
      recoveries.








**3.**  **RELATED
      PARTY TRANSACTIONS**





During
      2004, the
      Company accrued or paid legal fees aggregating $664,277 (including $254,471
      for
      the Company’s subsidiary Toquima) (2003 - $291,791; 2002 - $293,568) to a law
      firm of which a partner is a director of the Company. The fees are recorded
      within professional expenses, IPO costs of subsidiary (Toquima), mineral
      property acquisition costs, investments and share issue costs in these financial
      statements. As at December 31, 2004, this firm is owed $277,521 (2003 -
      $62,569). These amounts are included in accounts payable and accrued liabilities
      and represent the unpaid portion of the legal fees as of the respective dates.
      In addition, during 2004, this law firm also billed $53,920 legal fees to Africo
      Resources Ltd., a subsidiary of the Company accounted for on an equity
      investment basis.





During
      2004, the
      Company completed an option agreement with TLC Ventures Corp. (“TLC”), whereby
      TLC can acquire a 100% interest in the Point Leamington Property located on
      the
      island of Newfoundland in exchange for 150,000 common shares of TLC and $125,000
      in cash. TLC is required to issue an additional 75,000 common shares and pay
      $75,000 in cash on each of the next two anniversary date of the agreement.
      IF
      TLC were to sell the property during the option period, the Company would
      receive 50% of the gross proceeds less consideration already paid by TLC. The
      Company retains the right of first refusal to purchase a 2% NSR royalty. The
      Company and TLC had a common director at the time the Company entered into
      and
      completed this option agreement.




**4.**  **INVESTMENTS**
 
 At
        December 31,
        2004, the Company owned common shares in public and private companies as
        follows:
 2004
                
                2003Aggregate
                  Cost
                
                
                
                Market
                  Value
                
                Aggregate
                  Cost
                
                Market
                  Value$
                
                
                $Public
                    companies
                
                
                814,414
                
                
                
                
                
                611,927
                
                
                351,958
                
                
                388,136Private
                    companies
                
                
                2,363,369
                
                
                (a
                )
                
                -*
                
                
                14,875
                
                
                -*3,177,783
                
                
                
                
                
                611,927
                
                
                366,833
                
                
                388,136


**
      - The fair
      value of each outstanding common share of these private companies is not readily
      determinable*






-81-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**4.**  **INVESTMENTS** ***(continued)***





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





During
      2004, the
      Company acquired a 60% interest in Africo, a British Columbia private company
      and subsequently resold part of its investment in Africo for a gain of $684,174.
      As at December 31, 2004, the Company owned 35.6% of Africo with a book value
      of
      $2,363,369 (net of equity loss).





Africo
      controls an
      option to acquire a 75% interest in a copper-cobalt resource located in the
      Democratic Republic of Congo.








**5.**  **CAPITAL
      TRANSACTIONS**





On
      December 17,
      2003, the Company exchanged all of its shares of its wholly-owned subsidiary
      Rubicon Minerals USA. Inc. (“Rubicon USA”), the sole asset of which is the
      Palmer property located in Alaska, USA., in consideration for 4.8 million shares
      of Toquima Minerals Corporation ( *formerly
      650261
      BC Ltd., “Toquima”)* ,
      a private British
      Columbia corporation which was then also a wholly-owned subsidiary of the
      Company. On December 23, 2003, the Company exchanged its interest in Fremont
      Minerals Corporation (“Fremont”), a private Nevada corporation which holds
      certain mineral property interests in that State (an interest which the Company
      acquired earlier in 2003 for $300,000 in cash) in consideration for an
      additional 1.2 million common shares of Toquima. At December 31, 2004, the
      Company held a 60.3% (2003 - 60.3%) interest in the outstanding common share
      capital of Toquima.





The
      Company’s
      interest in Toquima is considered to be a single purchase of a controlling
      interest at an effective date of December 31, 2003, with the consideration,
      based on the carrying amount of the Company’s aggregate investment in Rubicon
      USA and Fremont, allocated to identifiable assets and liabilities as
      follows:





2003Cash
            $
                714,031Mineral
                property costs:Palmer
                property
            1,760,069Nevada
                properties
            369,783Liabilities
                assumed
            *(101,219)Net
                assets
                acquired
            $
                2,742,664





**
      - 49,583 of
      this amount was payable to the Company*





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








**6.**  **PROPERTY
      INTERESTS**





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





**CANADA**


**ONTARIO**


**RED
      LAKE
      MINING DIVISION**





**McFinley
      Gold Property**





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




-82-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in Canadian Dollars)*





**PROPERTY
      INTERESTS** *(continued)*





**CANADA** *(continued)*


**ONTARIO** *(continued)*


**McFinley
      Gold Property** *(continued)*


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





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





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





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





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





**Goldcorp
      Option Agreement**





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





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





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





**DMC
      Properties**





**Meunier
      Property**





The
      Company has a
      100% interest in 115 unpatented mining claims, which it acquired by spending
      $350,000 on exploration expenditures and making option payments of $75,000.
      The
      property is subject to NSR royalty of 2.5% on 38 claims (the Company can
      purchase a 1.5% NSR royalty for $1.5 million), 2% NSR royalty on 54 claims
      (the
      Company can purchase a 1% NSR royalty for $1.0 million), and 1% NSR royalty
      on
      27 claims. Annual advance royalty payments of $25,000 are due by April
      15 th of each
      year.





**Red
      Lake
      West Property**





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





-83-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in Canadian Dollars)*





**6.**  **PROPERTY
      INTERESTS** *(continued)*


**CANADA** *(continued)*


**ONTARIO** *(continued)*





**Red
      Lake
      East Property**





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





**Slate
      Bay
      Property**





The
      Company
      acquired a 100% interest in 13 unpatented mining claims located in Todd
      township. The property is subject to a sliding scale NSR of 1.75% to 2.0%
      depending on the price of gold. Subsequent to December 31, 2004, the Company
      optioned this property to Kings Bay Gold. See Note 13.




**Humlin
      Property**





The
      Company
      acquired a 100% interest in 13 unpatented mining claims located in Fairlie
      Township. The property is subject to a sliding scale NSR of 1.75% to 2.0%
      depending on the price of gold.





**East
      Bay
      Property**





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





**Herbert
      Option**





The
      Company
      acquired a 40% interest in 81 unpatented mining claim units located in the
      Bateman and Blackbear townships **.** The
      Company has the
      option to acquire the remaining 60% interest by making cash payments of $87,000
      ($27,000 paid) and issuing 60,000 common shares (45,000 issued). **** The
      property is
      subject to a 2% NSR royalty, of which the Company may purchase 1% of the NSR
      royalty for $1.0 million.





**Seargeant
      Property**





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





**McCuaig
      JV
      Property**





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





**Hammell
      Lake Property**





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





**Redstar
      Option Agreement**





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




-84-


**6.**  **PROPERTY
      INTERESTS** *(continued)*


**CANADA** *(continued)*


**ONTARIO** *(continued)*





**Redstar
      Option Agreement** *(continued)*





Redstar
      can earn an
      initial 51% interest in the properties by making cash payments to the Company
      totaling $135,000, issuing 500,000 post-consolidation shares (250,000 received)
      to Rubicon and expending $2.75 million in exploration work over four years,
      including a firm commitment of $450,000 for the first year (completed). During
      the comparative year, the Company amended the agreement in which Redstar can
      increase its interest to 60% by funding total exploration expenditures of $3
      million over eight years and can increase its interest to 70% by funding and
      bankable feasibility study and arranging project financing for a mine. Redstar
      is also responsible for making all cash payments to the underlying property
      vendors and the issuance of 150,000 common shares to the Company (paid).
      Subsequent to December 31, 2004, the Company renegotiated this option agreement
      with Redstar. See Note 13.





**Pipestone
      North Property**





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





**Wolf
      Bay
      Property**





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





**Pipestone
      South Property**





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





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





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





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





**NEWFOUNDLAND**





**Golden
      Promise Trend Properties**





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




-85-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





***6.***  **PROPERTY
      INTERESTS** *(continued)*





**CANADA** *(continued)*


**NEWFOUNDLAND** *(continued)*


**Golden
      Promise Trend Properties** *(continued)*





**Option
      Agreement with Placer Dome**


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





**Option
      Agreement with Crosshair Exploration and Mining Corp.**


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





**Glenwood-Botwood
      Gold Trend (includes H-Pond)**





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





**Wings
      Point
      and Glenwood Option Agreements with Crosshair**


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





**Huxter
      Lane
      Joint Venture Agreement with Meridian Gold**


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





**Avalon
      Gold
      Trend**





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





**New
      World
      Gold Trend**





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





**Star
      Track
      Gold Trend**





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






-86-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**6.**  **PROPERTY
      INTERESTS** *(continued)*





**CANADA** *(continued)*


**NEWFOUNDLAND**  *(continued)*


**Base
      Metal
      Properties**





**Point
      Leamington Property**





The
      Company
      acquired a 100% interest in a mining lease in the Point Leamington area for
      which the Company paid an aggregate of $33,532 and issued 100,000 common shares.
      The property is subject to a 2% NSR royalty, of which the Company may purchase
      0.5% for $500,000. During 2004, the Company completed an option agreement with
      TLC Ventures Corp. (“TLC”), whereby TLC can acquire a 100% interest in the Point
      Leamington Property located on the island of Newfoundland in exchange for
      150,000 common shares of TLC and $125,000 in cash. TLC is required to issue
      an
      additional 75,000 and pay $75,000 in cash on each of the next two anniversary
      dates of the agreement. If TLC were to sell the property during the option
      period, the Company would receive 50% of the gross proceeds less consideration
      already paid by TLC. The Company retains the right of first refusal to purchase
      a 2% NSR royalty. Also see Note 3.





**Seal
      Bay
      Property**





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





**West
      Cleary
      Property**





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





**UNITED
      STATES OF AMERICA**


**ALASKA**





**Palmer
      Property**





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





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





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






-87-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**7.**  **SHARE
      CAPITAL**





a)  Authorized
      share
      capital consists of 250,000,000 common shares without par value.




2004      2003     2002Number
                  of
                Shares
              $
              Number
                  of
                Shares
              $
              Number
                  of
                Shares
              $Balance,
                  beginning of year
              52,184,631
              35,911,629
              34,032,251
              18,737,677
              23,398,867
              11,281,967Private
                  placements
              (1)2,093,412
              (3)2,398,702
              (2)13,979,329
              (4)14,389,958
              5,368,463
              (5)3,568,885Mineral
                  properties
              123,827
              164,372
              602,811
              711,381
              1,426,028
              1,656,612Stock
                  options
                  exercised
              79,000
              (6)80,685
              1,547,500
              583,125
              167,500
              64,725Warrants
                  exercised
              525,161
              629,333
              2,022,740
              1,489,488
              3,671,393
              2,165,488Balance,
                  end
                  of year
              55,006,031
              39,184,721
              52,184,631
              35,911,629
              34,032,251
              18,737,677


*(1)*
            *2,093,412
                (Year 2003 - 2,000,000) shares were issued under a flow-through share
                purchase agreement.*


*(2)*
            *2,000,000
                shares were issued under a flow-through share purchase
                agreement*


*(3)*
            *Net
                of issue costs of $532,075*


*(4)*
            *Net
                of issue costs of $1,238,338 ($562,199 - year
                2004)*


*(5)*
            *Net
                of issue costs of $272,716*


*(6)*
            *Inclusive
                of the original $12,465 fair value of these options allocated to
                share
                capital on exercise*





b)  Stock
        Options
 
 The
        following is a
        summary of the changes in the Company’s outstanding stock options for the 2004,
        2003 and 2002 fiscal years.
 2004
                2003
                2002Number
                    of
                  Shares
                Weighted
                    Average Exercise Price
                Number
                    of
                  Shares
                Weighted
                    Average Exercise Price
                Number
                    of
                  Shares
                Weighted
                    Average Exercise Price$
                
                $
                
                $Balance
                    at
                    beginning of year **
                2,440,000
                1.00
                3,117,500
                0.67
                1,680,000
                0.38Granted
                1,435,000
                1.35
                895,000
                1.06
                1,655,000
                0.92Exercised
                (79,000)
                0.86
                (1,547,500)
                0.38
                (167,500)
                0.39Expired/Cancelled
                (309,375)
                1.31
                (25,000)
                0.46
                (50,000)
                0.43Outstanding
                    and exercisable at end of fiscal year *, **
                3,486,625
                1.11
                2,440,000
                1.00
                3,117,500
                0.67
 **  
        At December 31, 2004, the weighted-average remaining contractual life of
        stock
        options outstanding is 3.88* years.


** 125,000
      options granted to a director in 2003 were incorrectly cancelled in 2003. These
      options are now shown as outstanding as at December 31, 2003 and
      2004.





The
      Company has
      recorded stock-based compensation included with financial statement line items,
      as follows:


2004
              
              2003
              
              2002Balance
                  at
                  beginning of year
              $    
                     753,531
              
              $       
                   197,485
              
              $        
                             
                   -Stock-based
                  compensation
              1,100,980
              
              556,046
              
              145,355Mineral
                  properties
              -
              
              -
              
              52,130Share
                  issuance costs
              118,417
              
              -
              
              -Fair
                  value of
                  stock options allocated to shares issued onexercise
              (12,465)
              
              -
              
              -Balance
                  at
                  end of year
              $   
                  1,960,463
              
              $      
                   753,531
              
              $      
                  197,485






-88-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**7.**  **SHARE
      CAPITAL** *(continued)*





In
      2002, if the Company had accounted for the stock options granted to directors
      and employees using the fair value method the pro-forma effect on net loss
      per
      share would be as follows:




Net
                  loss for
                  the year
              2002As
                  reported
              $
                  1,102,112Additional
                  compensation expense
              383,468Pro-forma
                  net
                  loss for the year
              $
                  1,485,580Loss
                  per
                  shareAs
                  reported
              $
                  (0.04)Pro-forma
              $
                  (0.05)


The
      fair value of
      options included in the expense figures and in the pro-forma information above
      for 2002, has been estimated using the Black-Scholes Option Pricing Model based
      on the following assumptions: a risk free interest rate 4.5 to 5.0% (2003 -
      5%;
      2002 - 2.5%); expected lives of 2 to 5 years (2003 - 2 to10 years; 2002 - 1
1⁄2 to
      5 years); an expected volatility of 65.12 to 80.62 % (2003 - 50%; 2002 - 26%);
      and no expectation for the payment of dividends.





Option
      pricing
      models require the input of highly subjective assumptions, particularly as
      to
      the expected price volatility of the stock. Changes in these assumptions can
      materially affect the fair value estimate and therefore it is management’s view
      that the existing models do not necessarily provide a single reliable measure
      of
      the fair value of the Company’s stock option grants




Summary
        of stock
        options and warrants outstanding:
 
 December
                  31,
                  2004Type
                  of
                  Issue
              
              Number
                  Outstanding
              
              Exercise
                  Price or
                Price
                  Range
              
              Expiry
                  Date$Stock
                  Options
              
              75,000
              
              0.87
              
              01/17/05**
                  125,000
              
              0.76
              
              02/15/05100,000
              
              1.15
              
              07/09/07200,000
              
              1.16
              
              06/08/07225,000
              
              0.84
              
              07/18/071,187,000
              
              0.83
              
              08/08/07759,625
              
              1.48
              
              01/27/0920,000
              
              1.30
              
              07/12/09415,000
              
              1.21
              
              12/31/0920,000
              
              1.17
              
              10/20/1330,000
              
              1.18
              
              10/21/1330,000
              
              1.35
              
              11/03/13300,000
              
              1.45
              
              12/10/13Total
                  Stock
                  Options
              ****
              3,361,625Warrants
              
              2,031,650
              
              1.25
              
              02/20/05212,033
              
              1.05
              
              02/20/05403,930
              
              1.25
              
              2/26/05100,000
              
              1.25
              
              03/04/056,960
              
              1.05
              
              03/04/055,029,029
              
              1.25
              
              08/22/05713,736
              
              1.05
              
              08/22/05159,350
              
              1.40
              
              12/23/0735,714
              
              1.40
              
              12/30/07Total
                  Warrants
              ***
              8,692,402






-89-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**7.**  **SHARE
      CAPITAL** *(continued)*





**  125,000
      options
      granted to a director in 2003 were incorrectly cancelled in 2003. These options
      are now shown as outstanding as at December 31, 2003 and 2004.





***  Subsequent
      to
      December 31, 2004, additional options were granted and options and warrants
      were
      exercised, cancelled or expired. See note 13.








**8.**  **COMMITMENTS**




·
            At
                December
                31, 2004, the Company has $247,170 in remaining lease payments for
                the use
                of its Vancouver office.


·
              At
                  December
                  31, 2004, the Company is committed to incur $2,930,777 (2003 -
                  $1,174,832;
                  2002 - $Nil) in eligible exploration expenditures prior to December
                  31,
                  2005 in order to complete obligations entered into pursuant to
                  flow-through share purchase agreements.


·
            The
                Company
                is required to make certain cash and share option payments and incur
                exploration costs to maintain its mineral properties in good standing.
                These payments and costs are at the Company’s discretion and are based
                upon available financial resources and the exploration merits of
                the
                mineral properties which are evaluated on a periodic
                basis.





**9.**  **LOSS
      PER
      SHARE**





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






-90-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**10.**  **DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING**


**PRINCIPLES
      (GAAP)**





Under
      Canadian GAAP
      applicable to junior mining exploration companies, mineral exploration
      expenditures may be deferred on prospective properties until such time as it
      is
      determined that further exploration is not warranted, at which time the property
      costs are written-off. Under US GAAP, all exploration expenditures must be
      expensed until an independent feasibility study has determined that the property
      is capable of economic commercial production. The following items (a) to (f)
      provide a summary of the impact on these financial statements that would result
      from the application of US accounting principles to deferred property
      costs.




December
                  31,2004
              
              2003
              
              2002a)
              **Assets****Deferred
                  Property Costs**Deferred
                  property costs following Canadian GAAP
              
              $
                  19,815,494
              
              $
                  17,276,818
              
              $
                  12,258,113Less
                  deferred
                  property costs
              
              (19,815,494)
              
              (17,276,818)
              
              (12,258,113)Deferred
                  property costs following US GAAP
              
              $
                  -
              
              $
                  -
              
              $
                  -b)
              **Operations**Net
                  loss
                  following Canadian GAAP
              
              $
                  (4,082,836)
              
              $
                  (2,312,394)
              
              $
                  (1,102,112)Deferred
                  property costs expensed under US GAAP
              
              (4,466,782)
              
              (5,451,620)
              
              (6,897,078)Deferred
                  property costs written-off under Canadian GAAP
              
              1,928,106
              
              432,915
              
              171,358Income
                  from
                  sale of tax benefits under US GAAP
              
              367,665
              
              480,000
              
              -Net
                  loss
                  under US GAAP
              
              $
                  (6,253,847)
              
              $
                  (6,851,099)
              
              $
                  (7,827,832)c)
              **Deficit**Closing
                  deficit following Canadian GAAP
              
              $
                  (12,091,259)
              
              $
                  (8,114,423)
              
              $
                  (5,802,029)Adjustment
                  to
                  deficit for accumulated costs expensed under US
              
              (18,911,209)
              
              (16,634,198)
              
              (12,095,493)Closing
                  deficit under US GAAP
              
              $
                  (31,002,468)
              
              $
                  (24,748,621)
              
              $
                  (17,897,522)d)
              **Cash
                  Flows - Operating Activities**Cash
                  applied
                  to operations under Canadian GAAP
              
              $
                  (1,099,676)
              
              $
                  (1,989,751)
              
              $
                  (418,148)Add
                  net loss
                  following Canadian GAAP
              
              4,082,836
              
              2,312,394
              
              1,102,112Less
                  net loss
                  following US GAAP
              
              (6,253,847)
              
              (6,851,099)
              
              (7,827,832)Less
                  other
                  write down taken under Canadian GAAP
              
              (1,928,106)
              
              (432,915)
              
              (171,358)Add
                  non-cash
                  property expenditures expensed under US GAAP
              
              (461,910)
              
              370,633
              
              1,688,742Cash
                  applied
                  to operations under US GAAP
              
              $
                  (5,660,703)
              
              $
                  (6,590,738)
              
              $
                  (5,626,484)e)
              **Cash
                  Flows - Investing Activities**Cash
                  applied
                  to investments under Canadian GAAP
              
              $
                  (10,574,192)
              
              $
                  (9,298,786)
              
              $
                  (7,957,393)Add
                  cash
                  property costs expensed under US GAAP
              
              9,099,621
              
              10,049,061
              
              7,936,059Cash
                  applied
                  to investments under US GAAP
              
              $(1,474,571)
              
              $
                  750,275
              
              $
                  (21,334)f)
              **Cash
                  Flows - Financing Activities**Cash
                  received
                  from financing activities under Canadian GAAP
              
              $
                  7,313,642
              
              $
                  21,430,645
              
              $
                  8,526,821Less:
                  exploration recoveries included in income under US GAAP
              
              (4,170,929)
              
              (4,968,074)
              
              (2,727,723)Less:
                  premiums on flow-through share issuances included in
                  income
              
              (367,665)
              
              (480,000)
              
              -Cash
                  received
                  from financing activities under US GAAP
              
              $
                  2,775,048
              
              $
                  15,982,571
              
              $
                  5,799,098






-91-


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


**10.**  **DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING**


**PRINCIPLES
      (GAAP)** *(continued)*





**OTHER
      DIFFERENCES BETWEEN CANADIAN AND US GAAP**





g)  **Loss
      Per
      Share**





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





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





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


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


**h)**  **Stockholders’
        Equity**


**i)**  **Accumulated
      Other Comprehensive Income**





Under
      SFAS 130, the
      Company is required to record certain gains and losses as a component of
      Stockholder’s Equity, with the current changes in the component balances
      comprising the balance sheet figure disclosed in a separate statement or in
      a
      financial statement note. The only item in the Company’s financial statements
      impacting Comprehensive Income is the unrealized gains and losses on the
      Company’s non-current investments.





The
      following
      provides the continuity of Accumulated Other Comprehensive Income or Loss under
      US GAAP:




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






-92-


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


**10.**  **DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING**


**PRINCIPLES
      (GAAP)** *(continued)*





**OTHER
      DIFFERENCES BETWEEN CANADIAN AND US GAAP** *(continued)*





**h)**  **Stockholders’
      Equity** *(continued)*





**ii)**  **Flow-Through
      Shares**





Under
      US GAAP, a
      liability is recognized on the sale of flow-through shares for the premium
      obtained by the Company, if any, of the sale price per share over the market
      value at the time of issuance. Under Canadian GAAP, no such premium is
      recognized. Upon renunciation of the flow-through share proceeds to investors,
      the liability under US GAAP is reversed and the Company recognizes a deferred
      tax benefit for this amount. The Company follows the policy of renouncing fully
      to investors the proceeds of all flow-through financings received during the
      year, whether the underlying exploration expenditures have been incurred or
      not,
      as at its fiscal year end, which coincides with the personal taxation year
      of
      individuals in Canada. Accordingly, the Company under a pro-forma application
      of
      US GAAP would have recognized the following amounts of deferred tax benefits,
      amounts included in current operations, in connection with issuances of
      flow-through shares: (Refer also to note 10(f)).




2004
              
              
              2003
              
              
              2002Deferred
                  tax
                  benefit
              
              $
              367,665
              
              $
              480,000
              
              $
              -


The
        Company’s share
        capital balance under Canadian GAAP would be impacted as follows by the
        pro-forma application of this US GAAP standard:
  2004
              
              
              2003
              
              
              2002Share
                  capital
                  under Canadian GAAP
              
              $
              39,172,256
              
              $
              35,911,629
              
              $
              18,737,677Deferred
                  tax
                  benefit included in income under US GAAP- 1999
              
              
              (24,436
              )
              
              (24,436
              )
              
              (24,436
              )Deferred
                  tax
                  benefit included in income under US GAAP - 2000
              
              
              (134,000
              )
              
              (134,000
              )
              
              (134,000
              )Deferred
                  tax
                  benefit included in income under US GAAP - 2003
              
              
              (480,000
              )
              
              (480,000
              )
              
              -Deferred
                  tax
                  benefit included in income under US GAAP - 2004
              
              
              (367,665
              )
              
              -
              
              
              -Share
                  capital
                  under US GAAP
              
              $
              38,166,155
              
              $
              35,273,193
              
              $
              18,579,241
 **iii)**  **Investments**


Under
      Canadian
      GAAP, no write-down to market values is required if an investment is considered
      by management to be held for the long-term, unless there has been an
      other-than-temporary decline in the value of that investment. Under US SFAS
      115,
      the investments held by the Company are considered to be “available for sale
      securities” and are required to be reported at fair value, with any unrealized
      holding gains and losses included in current Other Comprehensive Income, a
      component of Stockholder’s Equity.





The
      following
      provides reconciliation to US GAAP of a pro-forma application of SFAS 115 to
      these financial statements:




2004
              
              
              2003
              
              
              2002Investments
                  under Canadian GAAP
              
              $
              3,197,783
              
              $
              366,833
              
              $
              40,119Other
                  Comprehensive Income under US GAAP - 1999
              
              
              1,500
              
              
              1,500
              
              
              1,500Other
                  Comprehensive Loss under US GAAP - 2000
              
              
              (6,101
              )
              
              (6,101
              )
              
              (6,101
              )Other
                  Comprehensive Income under US GAAP - 2001
              
              
              5,101
              
              
              5,101
              
              
              5,101Other
                  Comprehensive Loss under US GAAP - 2002
              
              
              (813
              )
              
              (813
              )
              
              (813
              )Other
                  Comprehensive Income under US GAAP - 2003
              
              
              36,491
              
              
              36,491
              
              
              -Other
                  Comprehensive Loss under US GAAP - 2004
              
              
              (238,665
              )
              
              -
              
              
              -Investments
                  under US GAAP
              
              $
              2,995,296
              
              $
              403,011
              
              $
              39,806






-93-


**RUBICON
      MINERALS CORPORATION**


Notes
      to the
      Consolidated Financial Statements *(continued)*


*(Stated
      in
      Canadian Dollars)*





**11.**  **COMPARATIVE
      FIGURES**





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





**12.**  **INCOME
      TAXES**





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





**13.**  **SUBSEQUENT
      EVENTS**





In
      addition to
      items disclosed elsewhere in these notes, the following occurred during the
      period subsequent to December 31, 2004:





Share
      Capital





·
            In
                January
                2005, the Company closed the final tranche of a flow through financing
                announced in December 2004 by issuing 1,000,000 common shares @ $1.40
                per
                common share, 100,000 broker warrants enabling the holders to purchase
                100,000 common shares at $1.40 per common share for a period of two
                years
                and paying $112,000 cash in
                commission.





·
            300,000
                stock
                options were exercised at prices ranging from $0.76 to 0.86 per common
                share for cash proceeds of $245,500 and 135,625 stock options exercisable
                at prices ranging from $0.87 to $1.48 per common share were cancelled
                or
                expired.


·
              482,493
                  warrants were exercised at prices ranging from $1.05 to $1.25 per
                  common
                  share for cash proceeds of
                  $559,318.
 ·
                The
                    Company
                    issued stock options to directors and officers to purchase 1,825,000
                    common shares at $1.18 per common share.
 Mineral
        properties





·
            The
                Company
                optioned its Slate Bay project to King’s Bay Gold whereby King’s Bay Gold
                can earn a 51% interest in the property by spending $2.75 million
                in
                exploration costs on the property over four years, commencing March
                1,
                2005, including a firm commitment to spend $250,000 in exploration
                costs
                in the first year of the agreement. King’s Bay Gold has made an initial
                payment of $10,000 and 25,000 of its common shares to the Company
                and is
                required to make additional payments of $90,000 in cash and $90,000
                in its
                common shares to the Company over the term of the agreement.





·
            The
                Company
                renegotiated the option agreement with Redstar Resources Corporation
                (“Redstar”) whereby under the new agreement Redstar agreed to make an
                initial cash and share payment of $25,000 and 250,000 common shares.
                Redstar is then required to make additional cash payments of $175,000,
                issue an additional $75,000 in Redstar shares and complete an additional
                $1,100,000 in work expenditures over a four year period to earn a
                51%
                interest in a number of properties covered under the Redstar option
                agreement.


·
                IAMGold
                    notified the Company it had terminated its option to earn a 55%
                    interest
                    in the Avalon project.







Investment
      in
      Africo





·
            Africo
                approved a $5.33 million non-brokered private placement to its existing
                shareholders at a price of $1.50 per share to provide sufficient
                working
                capital to complete the feasibility study on its copper-cobalt property
                in
                the Democratic Republic of Congo. The Company has agreed to participate
                in
                the private placement up to $2.13 million of which $1.15 million
                has been
                advanced. Africo is evaluating various alternatives to secure a public
                listing. Africo also released additional diamond drilling results.
                See the
                Company’s news release dated March 21, 2005 for further details.





Changes
      to the
      Board of Directors





·
            On
                February
                1, 2005, the Company appointed Kevin Sherkin and John R. Brodie,
                FCA to
                its Board and Doug Forster and Michael Gray stepped down in order
                to allow
                for the new board appointments.






-94-




**Item
      18.
      Financial Statements**






See
“Item
      17 -
      Financial Statements.”








-95-




**Item
      19.
      Exhibits**




**INDEX
      TO
      EXHIBITS**





All
      exhibits listed
      are those material contracts entered into subsequent and in addition to those
      detailed in the Company’s Registration Statement on Form 20F.







Exhibit
              No.
            Description
            Page
              No.








**Articles
                of Incorporation and
                Bylaws**





1.1
            Memorandum
                of
                515006 B.C. Ltd. dated February 20, 1996
            N/A(1)


1.2
              Special
                  Resolution dated March 26, 1996 and Altered Memorandum
              N/A(1)
 1.3
                  Articles
                        of
                        the
                        Company
                  N/A(1)
 1.4
                      Special
                            Resolution dated May 7, 1996 amending Articles of the
                            Company
                      N/A(1)
 **Voting
                            Trust Agreements**
 3.1
                          Voting
                                Trust
                                Agreement between the Company and Dominion Goldfields
                                Corporation
                          N/A
                              (4)
 **Material
                Contracts - Properties**





**McFinley
      Gold Project**


4.1
                Agreement
                        made as of January 3, 2002, as accepted January 30, 2002
                        between the
                        Company and Dominion Goldfields Corporation in connection
                        with the
                        McFinley Water Claims
                N/A
                    (4)


4.2
                Agreement
                        made and accepted as of June 10, 2003 between the Company
                        and Dominion
                        Goldfields Corporation in connection with the McFinley Land
                        Claims
                N/A
                    (4)


** 
      Confidential   portions  of  this  exhibit 
      have  been  omitted  and  filed*


*separately with the Commission  pursuant to an application for Confidential*


*Treatment under Rule 24b-2 promulgated under the Securities Exchange Act of*


*1934, as amended.*





**Red
      Lake
      Joint Venture Properties**





***AngloGold
      Exploration, Development and Mining Venture Agreement***




4.3
              Exploration,
                      Development and Mining Venture Agreement dated May 5, 2000
                      between
                      AngloGold (Canada) Exploration Company and the
                      Company
              N/A(1)
 4.4
                  First
                          Amendment to Exploration, Development and Mining Venture
                          Agreement dated
                          December
                            20,
                            2001 between AngloGold (Canada) Exploration Company and
                            the
                            Company
                  N/A(3)
 ***Meunier
          Property, Ontario***


4.5
                  Agreement
                          made as of February 1, 1995 between Viridian Inc. (formerly
                          Sherritt Inc.
                          and now Agrium Inc.), Outokumpu Mines Ltd. and David Meunier
                          as clarified
                          by letter agreement dated November 18, 1996 as accepted
                          January 1, 1997
                          and November 21, 1996, respectively
                  N/A(1)




-96-


4.6
                Letter
                        Agreement dated January 29, 1996 between Rubicon Management
                        Ltd. (formerly
                        Rubicon Minerals Corporation) and David Meunier whereby RML
                        agreed to
                        acquire a 100% interest in the property, together with a
                        copy of a letter
                        dated May 17, 2000 between David Meunier and the Company
                        amending the
                        Agreement to include an NSR Schedule
                N/A(1)


4.7
                Letter
                        dated
                        March 25, 1997, from the Company to Agrium Inc. and Outokumpu
                        Mines Ltd.
                        regarding assignment
                N/A(1)


4.8
                Amendment
                        to
                        January 1996 Letter Agreement, dated May 17,
                        2000
                N/A(1)


***Red
        Lake West Property, Ontario***


***(formerly
      known as the Post Narrows and Slate Bay Properties)***


4.9
                  Letter
                          Agreement dated February 6, 1998 between the Company and
                          Perry English in
                          connection with the Post Narrows Property
                  N/A(1)
 4.10
                  Letter
                          Agreement dated February 7, 1998 between the Company and
                          Perry English in
                          connection with the Slate Bay Property
                  N/A(1)
 4.11
                  Amending
                          Agreement dated March 16, 1998 between the Company and
                          Perry English in
                          connection with the Post Narrows Property
                  N/A(1)
 4.12
                                  Letter
                                          Agreement dated August 7, 1998 between
                                          the Company and Perry English
                                          merging the Post Narrows & Slate Bay Properties into the Red Lake
                                          West
                                          Property
                                  N/A(1)


***Humlin
      West Property, Ontario***




4.13
                    Letter
                            Agreement dated February 7, 1998 between the Company
                            and Perry English in
                            connection with the Humlin West
                            Property
                    N/A(1)
 4.14
                                          Letter
                                                  Agreement dated October 21, 1998
                                                  between the Company and Perry English,
                                                  which supersedes the Letter Agreement
                                                  dated February 7,
                                                  1998
                                          N/A(1)
 ***Red
                                                                                      Lake
                                                                                      East
                                                                                      Property,
                                                                                      Ontario***


4.15
                                        Letter
                                                Agreement dated February 11, 1999
                                                between Perry English and the
                                                Company
                                        N/A(1)
 ***Coli
                            Lake Property,
                            Ontario***


4.16
                                        Letter
                                                Agreement dated February 14, 2000
                                                between the Company and Perry English
                                                whereby the Company may acquire a
                                                100% interest in the
                                                property
                                        N/A(1)
 ***Advance
                                                                                  Red
                                                                                  Lake
                                                                                  Property,
                                                                                  Ontario***


4.17
                                        Letter
                                                Agreement dated June 27, 2000 between
                                                the Company and Tor Jensen, Belle
                                                Madsen, Christopher Proud and Wayne
                                                Beach, whereby the Company may acquire
                                                a 100% interest in the property
                                        N/A(1)


***MacKenzie
      Property, Ontario***


4.18
                                        Letter
                                                Agreement dated February 14, 2000
                                                between the Company and Perry English
                                                whereby the Company may acquire a
                                                100% interest in the
                                                property
                                        N/A(1)
 ***Slate
                          Bay English Option Property***


4.19
                                        Letter
                                                Agreement dated September 10, 2000,
                                                as accepted February 12, 2001 between
                                                the Company and Perry English whereby
                                                the Company may obtain a 100%
                                                interest in the property
                                        N/A(2)


-97-





**Other
      Red Lake Properties**




***Pipestone
      North Property, Ontario***


4.20
                                        Letter
                                                Agreement dated August 12, 2000,
                                                between the Company and Perry English
                                                whereby the Company may acquire a
                                                100% interest in the
                                                property
                                        N/A(1)
 4.21
                                                                          Amendment
                                                                                  to
                                                                                  the
                                                                                  Letter
                                                                                  Agreement
                                                                                  dated
                                                                                  November
                                                                                  1,
                                                                                  2001
                                                                          N/A(3)
 ***Pipestone
                                                                                                                      South
                                                                                                                      Property,
                                                                                                                      Ontario***
 4.22
                                                        Letter
                                                                Agreement dated August
                                                                12, 2000 between
                                                                the Company and Perry
                                                                English
                                                                whereby the Company
                                                                may acquire a 100%
                                                                interest in the
                                                                property
                                                        N/A(1)
 4.23
                                                                        Amendment
                                                                                to
                                                                                the
                                                                                Letter
                                                                                Agreement
                                                                                dated
                                                                                November
                                                                                1,
                                                                                2001
                                                                        N/A(3)


***Pipestone
        East Property, Ontario***


4.24
                                        Letter
                                                  Agreement dated August 12, 2000
                                                  between the Company and Perry English
                                                  whereby the Company may acquire
                                                  a 100% interest in the
                                                  property
                                        N/A(1)
 4.25
                                                                    Amendment
                                                                              to
                                                                              the
                                                                              Letter
                                                                              Agreement
                                                                              dated
                                                                              November
                                                                              1,
                                                                              2001
                                                                    N/A(3)


***McCuaig
        Property, Ontario***


4.26
                                        Letter
                                                  Agreement dated December 15, 1997
                                                  between the Company and Golden
                                                  Tag
                                                  Resources Ltd.
                                        N/A(1)
 4.27
                                                                      Amendment
                                                                                to
                                                                                Letter
                                                                                Agreement,
                                                                                dated
                                                                                September
                                                                                19,
                                                                                2000
                                                                      N/A(1)
 4.28
                                                                                                    Joint
                                                                                                              Venture
                                                                                                              Agreement
                                                                                                              Between
                                                                                                              Golden
                                                                                                              Tag
                                                                                                              Resources
                                                                                                              Ltd.
                                                                                                              and
                                                                                                              the
                                                                                                              Company
                                                                                                              dated
                                                                                                              January
                                                                                                              31,
                                                                                                              2002
                                                                                                    N/A(3)


***Hammell
      Lake Property, Ontario***


4.29
                                          Letter
                                                    Agreement dated June 27, 2000
                                                    between the Company and Perry
                                                    English
                                                    whereby the Company may acquire
                                                    a 100% interest in the
                                                    property
                                          N/A(1)





***Wolf
      Bay Property, Ontario***


4.30
                                            Letter
                                                      Agreement dated June 26, 2000
                                                      between the Company and Perry
                                                      English
                                                      whereby the Company may acquire
                                                      a 100% interest in the
                                                      property
                                            N/A(1)
 4.31
                                                                              Amendment
                                                                                        to
                                                                                        the
                                                                                        Letter
                                                                                        Agreement
                                                                                        dated
                                                                                        November
                                                                                        1,
                                                                                        2001
                                                                              N/A(3)


***West
      Red Lake Properties Agreement***




4.32
                                                Letter
                                                          Agreement for West Red
                                                          Lake Properties Between
                                                          Redstar Resources
                                                          Corporation and the Company
                                                          dated March 7,
                                                          2002
                                                N/A(3)


**Newfoundland
      Properties**





***Golden
      Promise Property Agreement***


4.33
                                                  Letter
                                                            Agreement between William
                                                            Mercer and the Company
                                                            dated May 22, 2002, as
                                                            accepted on July 26,
                                                            2002.
                                                  N/A(4)


***StarTrack
      Property Agreement***


4.34
                                                  Letter
                                                            Agreement Between Robert
                                                            Stares & Alexander Stares and
                                                            the Company on
                                                            the Stares Property dated
                                                            November 9, 2001, as
                                                            accepted on November
                                                            13,
                                                            2001
                                                  N/A(3)




-98-


*Lewis
“A”
      Property
      Agreement*




4.35
                                                Letter
                                                          Agreement Between Black
                                                          Bart Prospecting Inc. and
                                                          the Company on the Lewis
                                                          “A” Property dated December
                                                          24, 2001, as accepted February
                                                          7,
                                                          2002
                                                N/A(3)




***NST
      Gold Property Agreement***


4.36
                                                  Letter
                                                            Agreement Between Stephen
                                                            Stares & James Crocker and the
                                                            Company on
                                                            the NST Property dated
                                                            December 20, 2001, as
                                                            accepted February 7,
                                                            2002
                                                  N/A(3)
  *Lewis“B”PropertyAgreement*
  4.37
                                                                                        Letter
                                                                                                  Agreement
                                                                                                  Between
                                                                                                  Gary
                                                                                                  E.
                                                                                                  Lewis
                                                                                                  (Representing
                                                                                                  Gary
                                                                                                  E.
                                                                                                  Lewis,
                                                                                                  BBP,
                                                                                                  Black
                                                                                                  Bart
                                                                                                  Prospecting
                                                                                                  Inc.
&
                                                                                                  Black
                                                                                                  Bart
                                                                                                  Prospecting)
&
                                                                                                  Cyril
                                                                                                  Reid
&
                                                                                                  Paul
                                                                                                  Chafe
                                                                                                  and
                                                                                                  the
                                                                                                  Company
                                                                                                  on
                                                                                                  the
                                                                                                  Lewis
“B”
                                                                                                  Property
                                                                                                  dated
                                                                                                  December
                                                                                                  24,
                                                                                                  2001,
                                                                                                  as
                                                                                                  accepted
                                                                                                  February
                                                                                                  7,
                                                                                                  2002
                                                                                        N/A(3)
 ***NST
          English Property Agreement***
 4.38
                                                    Letter
                                                                Agreement Between
                                                                Perry English and
                                                                the Company on the
                                                                NST English
                                                                Property dated January
                                                                31, 2002, as accepted
                                                                February 15,
                                                                2002
                                                    N/A(3)





***Christopher
      Property Agreement***


4.39
                                                    Option
                                                                Agreement Between
                                                                Bill Mercer and the
                                                                Company on the Christopher
                                                                Property
                                                                dated February 28,
                                                                2002, as accepted
                                                                March 8,
                                                                2002
                                                    N/A(3)




***Point
      Leamington Property, Newfoundland***





***Acquisition
      Agreements***


4.40
                                                    Letter
                                                                Agreement dated August
                                                                26, 1998 between
                                                                Noranda Mining & Exploration
                                                                Inc. and the Company
                                                    N/A(1)
 4.41
                                                    Letter
                                                                Agreement dated May
                                                                12, 1999 between
                                                                the Company and LATelco
                                                                International
                                                                Inc. with respect
                                                                to the offer to purchase
                                                                the particular 2.5%
                                                                undivided
                                                                participating interest
                                                                of LATelco in the
                                                                Point Leamington
                                                                Property
                                                    N/A(1)




4.42
                                                    Letter
                                                                Agreement dated May
                                                                14, 1999 between
                                                                the Company and Noranda
                                                                Inc. with
                                                                respect to confirmation
                                                                and documentation
                                                                of the formal Agreement
                                                                with
                                                                respect to a 75%
                                                                interest in the Point
                                                                Leamington
                                                                Property
                                                    N/A(1)


4.43
                                                      Letter
                                                                  Agreement dated
                                                                  May 14, 1999 between
                                                                  the Company and
                                                                  MFC Bancorp Ltd.
                                                                  with
                                                                  respect to terms
                                                                  of the agreement
                                                                  to purchase a 22.5%
                                                                  beneficial interest
                                                                  in the Point Leamington
                                                                  Property
                                                      N/A(1)





***Seal
      Bay Property***


4.44
                                                        Letter
                                                                    Agreement dated
                                                                    July 10, 2001
                                                                    between the Company
                                                                    and Falconbridge
                                                                    Ltd.
                                                                    whereby the Company
                                                                    was granted until
                                                                    July 15, 2002
                                                                    to incur exploration
                                                                    expenditures
                                                                    of $700,000 and
                                                                    thereby earn
                                                                    a 65% interest
                                                                    in the property
                                                        N/A(2)




***Palmer
      Property, Alaska***


4.45
                                                        Mineral
                                                                    Lease
                                                                    Agreement dated
                                                                    December 19,
                                                                    1997 among Alyu,
                                                                    Haines, Rubicon
                                                                    USA and the
                                                                    Company
                                                        N/A(1)


4.46
                                                        4.46Amendment
                                                                    to
                                                                    the Mineral Lease
                                                                    Agreement of
                                                                    December 19,
                                                                    1997, dated August
                                                                    21,
                                                                    2000
                                                        N/A(1)




-99-


**Other
      Material Contracts**





***Employment
      Agreements***


4.47
                                                          Employment
                                                                      Agreement with
                                                                      senior executive
                                                                      David W. Adamson
                                                                      dated January
                                                                      1,
                                                                      2002
                                                          N/A(3)


4.48
                                                            Employment
                                                                        Agreement
                                                                        with senior
                                                                        executive
                                                                        J. Garfield
                                                                        MacVeigh
                                                                        dated August
                                                                        1,
                                                                        1996
                                                            N/A(1)


4.49
                                                              Employment
                                                                          Agreement
                                                                          with senior
                                                                          executive
                                                                          Peter G.
                                                                          Wong dated
                                                                          December
                                                                          1,
                                                                          2003
                                                              N/A(6)


***Vancouver
      Stock Exchange Listing Agreement***


4.50
                                                                Listing
                                                                            Agreement
                                                                            dated
                                                                            May 15,
                                                                            1997
                                                                            between
                                                                            the Company,
                                                                            Montreal
                                                                            Trust
                                                                            Company
                                                                            of Canada,
                                                                            and Vancouver
                                                                            Stock
                                                                            Exchange
                                                                N/A(1)


***Indemnity
      Agreements***


4.51
                                                                  Indemnity
                                                                              Agreement
                                                                              dated
                                                                              April
                                                                              1,
                                                                              1997
                                                                              between
                                                                              the
                                                                              Company
                                                                              and
                                                                              J.
                                                                              Garfield
                                                                              MacVeigh
                                                                  N/A(1)
  ***Director
                                                                                                                                  and
                                                                                                                                  Emploee
                                                                                                                                  Stock
                                                                                                                                  Options
                                                                                                                                  -
                                                                                                                                  November
                                                                                                                                  22,
                                                                                                                                  1999***
 4.52
                                                                          Directors’
                                                                                        Stock
                                                                                        Option
                                                                                        Agreement
                                                                                        dated
                                                                                        November
                                                                                        22,
                                                                                        1999
                                                                                        between
                                                                                        the
                                                                                        Company
                                                                                        and
                                                                                        J.
                                                                                        Garfield
                                                                                        MacVeigh
                                                                                      Directors’
                                                                                          Stock
                                                                                          Option
                                                                                          Agreement
                                                                                          dated
                                                                                          November
                                                                                          22,
                                                                                          1999
                                                                                          between
                                                                                          the
                                                                                          Company
                                                                                          and
                                                                                          Craig
                                                                                          J.
                                                                                          Nelsen
                                                                          N/A(1)
                                                                            N/A(1)
 4.53
                                                                                  Employee
                                                                                                Stock
                                                                                                Option
                                                                                                Agreement
                                                                                                dated
                                                                                                November
                                                                                                22,
                                                                                                1999
                                                                                                between
                                                                                                the
                                                                                                Company
                                                                                                and
                                                                                                Liz
                                                                                                Monger
                                                                                  N/A(1)




***Director
      Stock Option Amendment - March 22, 2000***


4.54
                                                                  Amendment
                                                                                  to
                                                                                  Stock
                                                                                  Option
                                                                                  Agreement
                                                                                  of
                                                                                  Craig
                                                                                  J.
                                                                                  Nelsen,
                                                                                  dated
                                                                                  March
                                                                                  22,
                                                                                  2000
                                                                  N/A(1)
 ***Director
                                                                                                                                        and
                                                                                                                                        Emploee
                                                                                                                                        Stock
                                                                                                                                        Options
                                                                                                                                        -
                                                                                                                                        April
                                                                                                                                        12,
                                                                                                                                        2001***
 4.55
                                                                                                                        Employee
                                                                                                                                        Stock
                                                                                                                                        Option
                                                                                                                                        Agreement
                                                                                                                                        dated
                                                                                                                                        April
                                                                                                                                        12,
                                                                                                                                        2001
                                                                                                                                        between
                                                                                                                                        the
                                                                                                                                        Company
                                                                                                                                        and
                                                                                                                                        Elizabeth
                                                                                                                                        Monger
                                                                                                                        N/A(3)
 4.56
                                                                                                                                  Employee
                                                                                                                                                  Stock
                                                                                                                                                  Option
                                                                                                                                                  Agreement
                                                                                                                                                  dated
                                                                                                                                                  April
                                                                                                                                                  12,
                                                                                                                                                  2001
                                                                                                                                                  between
                                                                                                                                                  the
                                                                                                                                                  Company
                                                                                                                                                  and
                                                                                                                                                  Ian
                                                                                                                                                  Russell
                                                                                                                                  N/A(3)
 4.57
                                                                                                                                                                                          Employee
                                                                                                                                                                                                          Stock
                                                                                                                                                                                                          Option
                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                          dated
                                                                                                                                                                                                          April
                                                                                                                                                                                                          12,
                                                                                                                                                                                                          2001
                                                                                                                                                                                                          between
                                                                                                                                                                                                          the
                                                                                                                                                                                                          Company
                                                                                                                                                                                                          and
                                                                                                                                                                                                          Elizabeth
                                                                                                                                                                                                          Mazerolle
                                                                                                                                                                                          N/A(3)
 4.58
                                                                                                                                                                                                                                                Director
                                                                                                                                                                                                                                                                Stock
                                                                                                                                                                                                                                                                Option
                                                                                                                                                                                                                                                                Agreement
                                                                                                                                                                                                                                                                dated
                                                                                                                                                                                                                                                                April
                                                                                                                                                                                                                                                                12,
                                                                                                                                                                                                                                                                2001
                                                                                                                                                                                                                                                                between
                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                Company
                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                David
                                                                                                                                                                                                                                                                Reid
                                                                                                                                                                                                                                                N/A(3)




***Director
      and Employee Stock Options - May 9, 2001***




4.59
                                                                  Employee
                                                                                  Stock
                                                                                  Option
                                                                                  Agreement
                                                                                  dated
                                                                                  May
                                                                                  9,
                                                                                  2001
                                                                                  between
                                                                                  the
                                                                                  Company
                                                                                  and
                                                                                  Bill
                                                                                  Cavalluzzo
                                                                  N/A(3)
 4.60
                                                                                                                              Director
                                                                                                                                              Stock
                                                                                                                                              Option
                                                                                                                                              Agreement
                                                                                                                                              dated
                                                                                                                                              May
                                                                                                                                              9,
                                                                                                                                              2001
                                                                                                                                              between
                                                                                                                                              the
                                                                                                                                              Company
                                                                                                                                              and
                                                                                                                                              David
                                                                                                                                              Adamson
                                                                                                                              N/A(3)


4.61
                                                                      Director
                                                                                      Stock
                                                                                      Option
                                                                                      Agreement
                                                                                      dated
                                                                                      May
                                                                                      9,
                                                                                      2001
                                                                                      between
                                                                                      the
                                                                                      Company
                                                                                      and
                                                                                      Michael
                                                                                      Gray
                                                                      N/A(3)





-100-





4.62
                                                                      Director
                                                                                      Stock
                                                                                      Option
                                                                                      Agreement
                                                                                      dated
                                                                                      May
                                                                                      9,
                                                                                      2001
                                                                                      between
                                                                                      the
                                                                                      Company
                                                                                      and
                                                                                      J.
                                                                                      Garfield
                                                                                      MacVeigh
                                                                      N/A(3)


***Employee
      Stock Options - November 29, 2001***


4.63
                                                                        Employee
                                                                                        Stock
                                                                                        Option
                                                                                        Agreement
                                                                                        dated
                                                                                        November
                                                                                        29,
                                                                                        2001
                                                                                        between
                                                                                        the
                                                                                        Company
                                                                                        and
                                                                                        Ian
                                                                                        Russell
                                                                        N/A(3)
 
 4.64
                                                                      Employee
                                                                                      Stock
                                                                                      Option
                                                                                      Agreement
                                                                                      dated
                                                                                      November
                                                                                      29,
                                                                                      2001
                                                                                      between
                                                                                      the
                                                                                      Company
                                                                                      and
                                                                                      Darwin
                                                                                      Green
                                                                      N/A(3)
 ******
 ***Employee Stock Options - December 20,
          2001***


4.65
                                                                    Employee
                                                                                    Stock
                                                                                    Option
                                                                                    Agreement
                                                                                    dated
                                                                                    December
                                                                                    20,
                                                                                    2001
                                                                                    between
                                                                                    the
                                                                                    Company
                                                                                    and
                                                                                    Bill
                                                                                    Cavalluzzo
                                                                    N/A(3)
 ******


***Employee
      Stock Options - April 16, 2002***


4.66
                                                                    Employee
                                                                                    Stock
                                                                                    Option
                                                                                    Agreement
                                                                                    dated
                                                                                    April
                                                                                    16,
                                                                                    2002
                                                                                    between
                                                                                    the
                                                                                    Company
                                                                                    and
                                                                                    Samantha
                                                                                    Stevens
                                                                    N/A(3)




***Director
      and Significant Employee Stock Options - August 8,
      2002***


4.67
                                                                      Director
                                                                                      Stock
                                                                                      Option
                                                                                      Agreement*
                                                                                      dated
                                                                                      August
                                                                                      8,
                                                                                      2002
                                                                                      between
                                                                                      the
                                                                                      Company
                                                                                      and
                                                                                      David
                                                                                      W.
                                                                                      Adamson
                                                                      N/A(4)




*
      Same Option
      Agreement (terms and number of options) was used for the other four directors
      of
      the Company - Michael J. Gray, J. Garfield MacVeigh, Douglas B. Forster and
      David R. Reid


4.68
                                                                        Director
                                                                                        Stock
                                                                                        Option
                                                                                        Agreement
                                                                                        dated
                                                                                        August
                                                                                        8,
                                                                                        2002
                                                                                        between
                                                                                        the
                                                                                        Company
                                                                                        and
                                                                                        William
                                                                                        Cavalluzzo
                                                                        N/A(4)


***Consulting
      Services Contract***


4.69
                                                                          Financial
                                                                                          and
                                                                                          Advisor
                                                                                          Services
                                                                                          Agreement
                                                                                          dated
                                                                                          April
                                                                                          7,
                                                                                          2003
                                                                                          between
                                                                                          Roman
                                                                                          Friedrich
                                                                                          and
                                                                                          Company
                                                                                          Ltd.
                                                                                          and
                                                                                          the
                                                                                          Company
                                                                          N/A(4)
 ***Shareholder Rights Plan***


4.70
                                                                      Shareholder
                                                                                      Rights
                                                                                      Plan
                                                                                      dated
                                                                                      February
                                                                                      11,
                                                                                      2002
                                                                                      and
                                                                                      approved
                                                                                      by
                                                                                      the
                                                                                      Company’s
                                                                                      Shareholders
                                                                                      at
                                                                                      is
                                                                                      2002
                                                                                      Annual
                                                                                      General
                                                                                      Meeting
                                                                                      on
                                                                                      June
                                                                                      6,
                                                                                      2002
                                                                      N/A(4)


***Stock
      Option Plan***


4.71
                                                                      Stock
                                                                                      Option
                                                                                      Plan
                                                                                      dated
                                                                                      May
                                                                                      6,
                                                                                      2003
                                                                                      and
                                                                                      approved
                                                                                      by
                                                                                      the
                                                                                      Company’s
                                                                                      Shareholders
                                                                                      at
                                                                                      its
                                                                                      2003
                                                                                      Annual
                                                                                      General
                                                                                      Meeting
                                                                                      on
                                                                                      June
                                                                                      12,
                                                                                      2003
                                                                      N/A(4)
 ***English
        Royalty Acquisition***
  4.72
                                                                        Agreement
                                                                                        Letter
                                                                                        between
                                                                                        the
                                                                                        Company
                                                                                        and
                                                                                        Perry
                                                                                        English
                                                                                        dated
                                                                                        January
                                                                                        23,
                                                                                        2003
                                                                        N/A(4)
 4.73
                                                                          Exhibit
                                                                                            A
                                                                                            to
                                                                                            the
                                                                                            Agreement
                                                                                            Letter
                                                                                            between
                                                                                            the
                                                                                            Company
                                                                                            and
                                                                                            Perry
                                                                                            English
                                                                                            dated
                                                                          N/A(4)




***Subsidiaries***


8.1
                                                                          List
                                                                                            of
                                                                                            Subsidiaries
                                                                          N/A(6)


***Additional
      Documents***






-101-


10.1
                                                                        Consent
                                                                                          of
                                                                                          DeVisser
&
                                                                                          Company,
                                                                                          Chartered
                                                                                          Accountants(1)
                                                                        N/A
 12.1
                                                                                                                                    302
                                                                                                                                                      Certification
                                                                                                                                                      of
                                                                                                                                                      David
                                                                                                                                                      W.
                                                                                                                                                      Adamson
                                                                                                                                    Filed
                                                                                                                                        Herewith
 12.2
                                                                                                                                                                                                302
                                                                                                                                                                                                                  Certification
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  David
                                                                                                                                                                                                                  W.
                                                                                                                                                                                                                  Adamson
                                                                                                                                                                                                                  as
                                                                                                                                                                                                                  Acting
                                                                                                                                                                                                                  CFO
                                                                                                                                                                                                Filed
                                                                                                                                                                                                    Herewith
 13.1
                                                                                                                                                                                                                                                            906
                                                                                                                                                                                                                                                                              Certification
                                                                                                                                                                                                                                                                              of
                                                                                                                                                                                                                                                                              David
                                                                                                                                                                                                                                                                              W.
                                                                                                                                                                                                                                                                              Adamson
                                                                                                                                                                                                                                                            Filed
                                                                                                                                                                                                                                                                Herewith
 13.2
                                                                                                                                                                                                                                                                                                                        Certification
                                                                                                                                                                                                                                                                                                                                          of
                                                                                                                                                                                                                                                                                                                                          David
                                                                                                                                                                                                                                                                                                                                          W.
                                                                                                                                                                                                                                                                                                                                          Adamson
                                                                                                                                                                                                                                                                                                                                          as
                                                                                                                                                                                                                                                                                                                                          Acting
                                                                                                                                                                                                                                                                                                                                          CFO
                                                                                                                                                                                                                                                                                                                        Filed
                                                                                                                                                                                                                                                                                                                            Herewith
 ***AuditCommitteeCharter***


16.1
                Audit
                                  Committee
                                  Charter
                N/A(6)




(1)  Filed
        as an exhibit to the Company’s Registration Statement on Form 20-F filed
        December 13, 2000.


(2)  Filed
      as an exhibit to the Company’s Registration Statement on Form 20-F (Amendment
      No. 2) filed April 20, 2001.





(3)  Filed
      as an exhibit to the Company’s Annual Report on Form 20-F filed April 29,
      2002.





(4)  Files
      as an exhibit to the Company’s Annual Report on Form 20-F filed April 30,
      2003.





(5)  Filed
      as an exhibit to the Company’s Annual Report on Form 20-F filed April 30,
      2004.




(6)  Filed
      as an exhbit to the Company’s Annual Report on Form 20-F filed April 6,
      2005.






-102-


SIGNATURES




The
      registrant
      hereby certifies that it meets all of the requirements for filing on Form 20-F
      and that it has duly caused and authorized the undersigned to sign this annual
      report on its behalf.






RUBICON
      MINERALS
      CORPORATION




(Registrant)




*/s/
      David W.
      Adamson*


*________________________________*


David
      W. Adamson,
      President,


Chief
      Executive
      Offie and Director




Date:
      August 29,
      2005








-103-


**Exhibit
      12.1**




**CERTIFICATION**






I,
      David W. Adamson, the President, Chief Executive Officer and Director of Rubicon
      Minerals Corporation, certify that:






1.        
      I have reviewed this annual report on Form 20-F of Rubicon Minerals Corporation;






2.        
      Based on my knowledge, this report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;






3.        
      Based on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the company as of, and for,
      the periods presented in this report;






4.        
      The company's other certifying officer(s) and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
      (as
      defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the company and have:






a.        
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;






b.        
      Evaluated the effectiveness of the company's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and






c.        
      Disclosed in this report any change in the company's internal control over
      financial reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to affect, the company's
      internal control over financial reporting; and




5.        
      The company's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the
      company's auditors and the audit committee of the company's board of directors
      (or persons performing the equivalent functions):




a.        
      All significant deficiencies and material weaknesses in the design or operation
      of internal control over financial reporting which are reasonably likely to
      adversely affect the company's ability to record, process, summarize and report
      financial information; and






b.        
      Any fraud, whether or not material, that involves management or other employees
      who have a significant role in the company's internal control over financial
      reporting.











Date:
            August
                29,
                2005/s/David
                W.
                AdamsonDavid
                W.
                AdamsonPresident,
                Chief Executive Officerand
                Director






-104-


**Exhibit
      12.2**




**CERTIFICATION**






I,
      David W. Adamson, the acting Chief Financial Officer of Rubicon Minerals
      Corporation, certify that:






1.        
      I have reviewed this annual report on Form 20-F of Rubicon Minerals Corporation;






2.        
      Based on my knowledge, this report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;






3.        
      Based on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the company as of, and for,
      the periods presented in this report;






4.        
      The company's other certifying officer(s) and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
      (as
      defined in Exchange Rules 13a-15(f) and 15d-15(f)) for the company and have:






a.        
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;






b.        
      Evaluated the effectiveness of the company's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and






c.        
      Disclosed in this report any change in the company's internal control over
      financial reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to affect, the company's
      internal control over financial reporting; and




5.        
      The company's other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to the
      company's auditors and the audit committee of the company's board of directors
      (or persons performing the equivalent functions):




a.        
      All significant deficiencies and material weaknesses in the design or operation
      of internal control over financial reporting which are reasonably likely to
      adversely affect the company's ability to record, process, summarize and report
      financial information; and






b.        
      Any fraud, whether or not material, that involves management or other employees
      who have a significant role in the company's internal control over financial
      reporting.






Date:August
                29,
                2005
              By:
              /s/ David
                W. AdamsonDavid
                  W.
                  AdamsonActing
                  Chief
                  Financial Officer




-105-


**Exhibit
      13.1**





CERTIFICATION
      PURSUANT TO


18
      U.S.C. SECTION
      1350, AS ADOPTED PURSUANT TO


SECTION
      906 OF THE
      SARBANES-OXLEY ACT OF 2002








The
      undersigned,
      David W. Adamson, Chief Executive Officer of Rubicon Minerals Corporation (the
      “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1)
            the
                annual
                report on Form 20-F of the Company for the year ended December 31,
                2004
                (the “Report”) fully complies with the requirements of Section 13(a) or
                15(d) of the Securities Exchange Act of 1934; and





(2)
            the
                information contained in the Report fairly presents, in all material
                respects, the financial condition and results of operations of the
                Company.







Dated:
                August
                29, 2005
              By:
              /s/ David
                W. AdamsonDavid
                W. AdamsonChief
                Executive Officer





-106-


**Exhibit
      13.2**





CERTIFICATION
      PURSUANT TO


18
      U.S.C. SECTION
      1350, AS ADOPTED PURSUANT TO


SECTION
      906 OF THE
      SARBANES-OXLEY ACT OF 2002








The
      undersigned, David
      W. Adamson ,
      acting Chief
      Financial Officer of Rubicon Minerals Corporation (the “Company”), hereby
      certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002, that:





(1)
            the
                annual
                report on Form 20-F of the Company for the year ended December 31,
                2004
                (the “Report”) fully complies with the requirements of Section 13(a) or
                15(d) of the Securities Exchange Act of 1934; and





(2)
            the
                information contained in the Report fairly presents, in all material
                respects, the financial condition and results of operations of the
                Company.







Dated:
              August 29, 2005
            By:
            /s/ David
              W. AdamsonDavid
              W. AdamsonActing
                Chief
                Financial Officer







-107-