UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
40-F




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




OR




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




For the
      fiscal year ended:December 31,
      2009
            Commission file number: 001-32292




RUBICON
MINERALS CORPORATION


__________________________________________________________


(Exact
name of Registrant as specified in its charter)




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




1000


_______________________________________________________________________________


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




1540-800
West Pender Street,


Vancouver,
British Columbia,


Canada
V6C 2V6


(604)
623-3333


________________________________________________________________________________


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




DL
Services Inc.


701
Fifth Avenue, Suite 6100,


Seattle,
Washington 98104


Telephone:
(206) 903-8800




__________________________________________________________________________


Name,
address (including zip code) and telephone number


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




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




Title
      of each class
            Name
      of each exchange on which registeredCommon
      shares, no par value
            NYSE
      Amex




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




None


_____________________


(Title of
Class)




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




None


______________________


(Title of
Class)




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




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




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




As at
December 31, 2009, the
Registrant had outstanding 213,218,014Common Shares
without par value.




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




[ X
]Yes                                                     [    ]
No




Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files.




[   ]Yes                                                     [    ]
No





EXPLANATORY
NOTE




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




FORWARD-LOOKING
STATEMENTS




This
annual report on Form 40-F and the exhibits included herein contain
forward-looking statements concerning the Company’s mineral properties,
exploration activities 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.




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




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




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




Forward-looking
statements involve known and unknown risks, uncertainties, assumptions and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.  These statements are based on a number of assumptions and
factors, including assumptions regarding general market conditions; future
prices of gold and other metals; possible variations in ore resources, grade or
recovery rates; actual results of current exploration activities; actual results
of current reclamation activities; conclusions of future economic evaluations;
changes in project parameters as plans continue to be refined; failure of plant,
equipment, or processes to operate as anticipated; accidents, labour disputes
and other risks of the mining industry; risks related to joint venture
operations; timing and receipt of regulatory approvals of operations; the
ability of the Company and other relevant parties to satisfy regulatory
requirements; the availability of financing for proposed transactions and
programs on reasonable terms; the ability of third-party service providers to
deliver services on reasonable terms and in a timely manner; and delays in the
completion of development or construction activities. Other factors that could
cause the actual results to differ include market prices, results of
exploration, availability of capital and financing on acceptable terms,
inability to obtain required regulatory approvals, unanticipated difficulties or
costs in any rehabilitation which may be necessary, market conditions and
general business, economic, competitive, political and social
conditions.  Additional factors are discussed in the section titled
“Risk Factors” in the
Annual Information Form of the Company attached as Exhibit 99.1. Although the
Company has attempted to identify important factors that could cause actual
results to differ materially from those expressed or implied in forward-looking
statements, there may be other factors which cause actual results to
differ.  Significant additional drilling is required by the Company at
its Phoenix Gold Property to fully understand the system size before a
meaningful resource can be calculated and completed.  Accordingly,
readers should not place undue reliance on forward-looking
statements.




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




NOTE
TO UNITED STATES READERS




DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES




The
Company is permitted, under a multi-jurisdictional disclosure system, adopted by
the United States Securities and Exchange Commission (the “SEC” or
“Commission”), to prepare this annual report in accordance with Canadian
disclosure requirements, which are different from those of the United
States.




The
Company prepares its financial statements, which are filed with this annual
report on Form 40-F, in accordance with Canadian generally accepted accounting
practices (“Canadian GAAP”), and they are subject to Canadian auditing and
auditor independence standards.  They may not be comparable to
financial statements of United States companies.  Significant
differences between Canadian GAAP and United States GAAP are described in the
Company’s Reconciliation between Canadian and United States Generally Accepted
Accounting Principles in Note 20 of the audited Consolidated Financial
Statements of the Company.




CURRENCY




Unless
otherwise indicated, all dollar amounts in this report are Canadian
dollars.  The exchange rate of Canadian dollars into United States
dollars, on December 31,
2009, based upon the following noon buying rate as posted by the Bank of
Canada:




Date
            1
      USD -> CAD
            1
      CAD -> USD31/12/2009
            1.0466
            0.9555




RESOURCE
AND RESERVE ESTIMATES




The
Company’s Annual Information Form filed as Exhibit 99.1 to this
annual report on Form 40-F has been prepared in accordance with the requirements
of the securities laws in effect in Canada, which differ from the requirements
of United States securities laws.  The terms “mineral reserve”,
“proven mineral reserve” and “probable mineral reserve” are Canadian mining
terms as defined in accordance with Canadian National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian
Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as
amended.  These definitions differ from the definitions in the SEC
Industry Guide 7 (“SEC Industry Guide 7”) under the Securities
Act.  Under SEC Industry Guide 7 standards, a “final” or “bankable”
feasibility study is required to report reserves, the three-year historical
average price is used in any reserve or cash flow analysis to designate reserves
and the primary environmental analysis or report must be filed with the
appropriate governmental authority.






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




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






ANNUAL
INFORMATION FORM




The
Company’s Annual Information
Form (“AIF”) for the fiscal year ended December 31, 2009, is filed
with this annual report as Exhibit 99.1 and
incorporated by reference in this annual report on Form 40-F.




AUDITED
ANNUAL FINANCIAL STATEMENTS




Audited
Annual Financial Statements




The
audited Consolidated Financial Statements, of the Company for the years ended
December 31, 2009, 2008, and 2007, including the report of the independent
registered public accounting firm with respect thereto, are filed with this
Annual Report as Exhibit 99.2 and
incorporated by reference in this annual report on Form 40-F.




For a
reconciliation of important differences between Canadian and United States
generally accepted accounting principles, see Note 20 to the audited
Consolidated Financial Statements filed with this annual report on Form 40-F as
Exhibit
99.2.




MANAGEMENT’S
DISCUSSION AND ANALYSIS




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




DISCLOSURE CONTROLS AND PROCEDURES




At the end of the period covered by this
report, the fiscal year ended December 31, 2009, an
evaluation was carried out under the supervision of, and with the participation
of, the Company’s management, including the Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), of the effectiveness of the design and
operations of the Company’s disclosure controls and procedures (as defined in
Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act).   Based on
that evaluation, the CEO and the CFO have concluded that, as of the end of the
period covered by this report, the Company’s disclosure controls and procedures
were adequately designed and effective in ensuring that: (i) information
required to be disclosed by the Company in reports that it files or submits to
the SEC under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in applicable rules and forms and (ii)
material information required to be disclosed in the Company’s reports filed
under the Exchange Act is accumulated and communicated to our management,
including our CEO and CFO, as appropriate, to allow for accurate and timely
decisions regarding required disclosure.




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




The
Company's management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act.  The Company’s management has
employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate
the Company’s internal control over financial reporting described
below.  The Company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with Canadian
GAAP.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.




Management
conducted an evaluation of the design and operation of the Company’s internal
control over financial reporting as of December 31, 2009 based on the criteria
set forth in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  This evaluation
included review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness of controls
and a conclusion on this evaluation.  Based on this evaluation,
management has concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2009 and no material weaknesses were
discovered.




The
Company is required to provide an auditor’s attestation report on internal
control over financial reporting for the fiscal year ended December 31,
2009.  In this report, the Company’s independent registered auditor,
DeVisser Gray LLP, must state its opinion as to the effectiveness of the
Company’s internal control over financial reporting for the fiscal year ended
December 31, 2009.  DeVisser Gray LLP has audited the Company’s
financial statements included in this annual report on Form 40-F and has issued
an attestation report on management’s assessment of the Company’s internal
control over financial reporting.  The Auditor’s Attestation Report on
Internal Controls over the Financial Reporting is included with the Auditor’s
Report in the consolidated financial statements attached hereto at Exhibit
99.2.




CHANGES IN INTERNAL CONTROLS OVER
FINANCIAL REPORTING




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




The
Company’s management, including the Chief Executive Officer and Chief Financial
Officer, does not expect that its disclosure controls and procedures or internal
controls and procedures will prevent all error and all fraud.  A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs.  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;
over time, control may become inadequate because of changes in conditions or the
degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.




CORPORATE
GOVERNANCE GUIDELINES




The
Company’s common shares are listed on the NYSE Amex. Section 110 of the NYSE
Amex company guide permits NYSE Amex to consider the laws, customs and practices
of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant
exemptions from NYSE 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 NYSE Amex standards is contained on the Company’s website
at www.rubiconminerals.com.






AUDIT
COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT




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




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




Each
audit committee member possesses education or experience that is relevant to the
performance of their responsibilities as audit committee members of the
Company.  John R. Brodie is a Fellow of the Institute of Chartered
Accountants of British Columbia (FCA) and was a Partner of KPMG, Chartered
Accountants, between September 1975 and August 2003.  Mr. Brodie also
serves on the audit committee of Far West Mining Ltd. (TSX), Silver Standard
Resources Inc. (TSX) and several other reporting issuers.  Chris
Bradbrook has more than 25 years experience in the mining industry. Chris has
performed principal roles in many aspects of the industry, including
exploration, mine development, corporate development work, financial analysis,
investor relations and marketing. Most recently, he was President and CEO of New
Gold Inc. and prior to that, he was Vice President of Corporate Development for
Goldcorp Inc.  Philip Martin has a B.Sc. (Hons) degree in Mining
Engineering from the Royal School of Mines, Professional Engineer designation in
Ontario and an MBA from Cranfield University, UK.  Mr. Martin is based
in Toronto and has over 30 years experience in the mining industry ranging from
mining engineer (1969-1979), corporate finance positions with Toronto Dominion
Bank (1979-1986), research analyst (1986-1994).  Mr. Martin currently
provides consulting services to the corporate and financial
sectors.  Mr. Martin was Director and Managing Partner of Gordon
Capital Corporation (1995-1998) and Director/Vice President of First Associates
Investments Inc. (2000-2002).




CODE OF
ETHICS




The
Company has adopted a Code of Conduct and Ethics (the “Code”) that applies to
all the Company’s directors, executive officers and employees, which was
previously filed with the Securities and Exchange Commission as Exhibit 99.1 to
Form 6-K filed on July 18, 2006, which is incorporated herein by reference and
is available to any shareholder, without charge, by written request to the
Company at its principal executive office in Vancouver, British Columbia
Canada.  A copy of the Company’s Code of Conduct and Ethics can also
be found on the Company’s website at www.rubiconminerals.com.




No
substantive amendments have been made to the Code within the past year and no
waivers of the Code have been granted to any principal officer of the Company or
any person performing similar functions.  Any amendments to the code,
and any waivers of the code with respect to any of the officers covered by it,
will be posted on the Company’s web site, submitted on Form 6-K and provided in
print to any shareholder who requests them.




PRINCIPAL ACCOUNTING FEES AND
SERVICES – INDEPENDENT AUDITORS




The table
setting forth the Company’s fees paid to its independent auditor, DeVisser Gray
LLP, Chartered Accountants (“DeVisser Gray LLP”) for the years ended December
31, 2009 and 2008 are set forth below:




Years
      ended December 312009
            
            
            2008Audit
      Fees:
            
            $
      not yet billed
            
            
            $
            62,500Audit
      Related Fees:
            
            $
            23,900
            
            
            $
            -Tax
      Fees:
            
            $
            -
            
            
            $
            4,500All
      Other Fees:
            
            $
            -
            
            
            $
            -Total:
            
            $
            23,900
            
            
            $
            67,000




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




“Audit
Related Fees” comprised of two review engagements and the auditors involvement
with the public offering in November 2009.




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




The audit
committee pre-approves all services provided by our independent auditors. All of
the above services and fees were reviewed and approved by the audit committee in
advance of the respective services being rendered.




OFF-BALANCE SHEET ARRANGEMENTS




The
Company does not have any off balance sheet arrangements other than as disclosed
in the notes to its audited Consolidated Financial Statements, which are filed
with this annual report as Exhibit 99.2 andincorporated by reference in this annual report on Form
40-F.




TABLE OF CONTRACTUAL
COMMITMENTS




The
following table lists as of December 31, 2009 information with respect to the
Company’s known contractual obligations.




Payments
      due by periodContractual
      Obligations
            
            Total
            
            
            Less
      than 1 year
            
            1-3
      years
            3-5
      years
            More
      than 5 yearsLong-Term
      Debt Obligations
            
            Nil
            
            
            Nil
            
            Nil
            Nil
            NilCapital
      (Finance) Lease Obligations
            
            Nil
            
            
            Nil
            
            Nil
            Nil
            NilOperating
      Lease Obligations
            
            $
            67,849
            
            
            $
            67,849
            
            Nil
            Nil
            NilPurchase
      Obligations
            
            $
            704,107
            
            
            $
            704,107l
            
            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
            
            $
            771,956
            
            
            $
            771,956
            
            Nil
            Nil
            Nil




This
table includes all contractual obligations.







UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS




Undertaking




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




Consent
to Service of Process




The
Company has previously filed with the Commission a written consent to service of
process and power of attorney on Form F-X.  Any change to the name or
address of the Company’s agent for service shall be communicated promptly to the
Commission by amendment to the Form F-X referencing the file number of the
Company.




SIGNATURES




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




RUBICON
MINERALS CORPORATION




By
      /s/Robert
      G. Lewis




Robert
      G. Lewis




Chief
      Financial Officer




Date:  March
31, 2010
















EXHIBITSDOCUMENTS
      FILED AS PART OF THIS REPORT99.1
            Annual
      Information Form of the Registrant for the year ended December 31,
      200999.2
            Consolidated
      Financial Statements for the years ended December 31, 2009, 2008 and
      2007.99.3
            Management’s
      Discussion and Analysis of Financial Position and Results of
      Operations99.4
            Certifications
      by the Chief Executive Officer of the Company pursuant to
      Rule 13a-14(a) of the Exchange Act, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.99.5
            Certifications
      by the Chief Financial Officer of the Company pursuant to
      Rule 13a-14(a) of the Exchange Act, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.99.6
            Certificate
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200299.7
            Certificate
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200299.8
            Consent
      of DeVisser Gray LLP Chartered Accountants99.9
            Consent
      of Robert Thomas, Jr.,
      CPG – co-author 43-101 Technical Report - Phoenix
      Property99.10
            Consent
      of Michael W. Kociumbas, B.Sc., P.Geo. Senior Geologist and Vice-President
      of Watts, Griffis and McOuat Limited – co-author 43-101 Technical Report -
      Phoenix Property