RUBICON
MINERALS CORPORATION





Consolidated
Financial Statements





(Stated
in Canadian Dollars)





December
31, 2009




and




December
31, 2008













RUBICON
MINERALS CORPORATION





MANAGEMENT’S
RESPONSIBILITY FOR FINANCIAL REPORTING





Management
of Rubicon Minerals Corporation is responsible for the integrity and fair
presentation of the financial information contained in this annual report which
has been approved by the Board of Directors. Where appropriate, the financial
information, including financial statements, reflects amounts based on the best
estimates and judgments of management. The financial statements have been
prepared in accordance with accounting principles generally accepted in Canada
and reconciled to accounting principles generally accepted in the United States
as set out in note 20. Financial information presented elsewhere in the annual
report is consistent with that disclosed in the financial
statements.





The Board
of Directors oversees management’s responsibility for financial reporting and
internal control systems through an Audit Committee, which is composed entirely
of independent directors. The Audit Committee meets periodically with management
and the independent auditors to review the scope and results of the annual audit
and to review the financial statements and related financial reporting and
internal control matters before the financial statements are approved by the
Board of Directors and submitted to the shareholders.





De Visser
Gray LLP has audited our financial statements in accordance with generally
accepted auditing standards in Canada and the Public Company Accounting
Oversight Board (United States), and has expressed their opinion in the
auditors’ report.











“David
      Adamson”
            
            “Robert
      Lewis”David
      Adamson
            
            Robert
      LewisPresident
      and Chief Executive Officer
            
            Chief
      Financial Officer







































































Suite
1540 – 800 West Pender Street, Vancouver  BC  V6C
2V6


Tel:
604.623.3333   Toll free:
1.866.365.4706   Fax:  604.623.3355   E-mail:
rubicon@rubiconminerals.com


www.rubiconminerals.com











De
VISSER GRAY LLP
 CHARTERED
ACCOUNTANTS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 401-905 West Pender St.
 Vancouver, B.C.
 V6C 1L6
 t 604.687-5447
 f 604.687.6737


























AUDITORS’
REPORT





To the
Shareholders of Rubicon Minerals
Corporation





We have
audited the consolidated balance sheets of Rubicon Minerals Corporation as
at December 31, 2009 and 2008 and the consolidated statements of operations and
deficit, comprehensive loss and cash flows for each of the years in the three
year period ended December 31, 2009.  These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.





We conducted our audits in accordance
with generally accepted auditing standards in Canada andthe 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 material
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, 2009 and 2008
and the results of its operations and its cash flows for each of the years in
the three year period ended December 31, 2009 in accordance with Canadian
generally accepted accounting principles.





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2009, based on the criteria established in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated March 29, 2010 expressed an unqualified
opinion on the Company’s internal control over financial reporting








“De
Visser Gray LLP”





CHARTERED
ACCOUNTANTS





Vancouver,
British Columbia


March 29,
2010














RUBICON
MINERALS CORPORATION





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER  FINANCIAL REPORTING





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Any system of internal control over financial
reporting, no matter how well designed, has inherent limitations. Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.





Management
has a process in place to evaluate internal control over financial reporting
based on the criteria established in Internal Control - Integrated
Framework, by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that evaluation, management has concluded that
internal control over financial reporting was effective as of December 31, 2009.
De Visser Gray LLP, an independent registered public accounting firm of
Chartered Accountants, appointed by the shareholders, have performed an audit on
the effectiveness of our internal controls over financial reporting, as of
December 31, 2009 and their report is attached.





“David
      Adamson”
            
            “Robert
      Lewis”David
      Adamson
            
            Robert
      LewisPresident
      and Chief Executive Officer
            
            Chief
      Financial Officer








De
VISSER GRAY LLP
 CHARTERED
ACCOUNTANTS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 401-905 West Pender St.
 Vancouver, B.C.
 V6C 1L6
 t 604.687-5447
 f 604.687.6737














REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Shareholders of Rubicon Minerals Corporation





We have
audited the internal control over financial reporting of Rubicon Minerals
Corporation (the “Company”) as of December 31, 2009, based on the criteria
established in the Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).  The
Company’s management is responsible for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting.  Our
responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances.  We
believe that our audit provides a reasonable basis for our opinion.





A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.  A company’s internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, 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.





In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2009, based on the criteria
established in the Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).





We have
also audited, in accordance with Canadian generally accepted auditing standards
and  the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements as of  and for
the year ended December 31, 2009 of the Company and our report dated March 29,
2010 expressed an unqualified opinion on those financial
statements.








“De
Visser Gray LLP”





CHARTERED
ACCOUNTANTS





Vancouver,
British Columbia


March 29,
2010








RUBICON
MINERALS CORPORATION


Consolidated
Balance Sheets


(Stated in Canadian
Dollars)





As
      at December 312009
            
            
            2008Restated

              (Note
      19)AssetsCurrent
      assetsCash
      and cash equivalents
            
            $
            2,377,399
            
            
            $
            18,753,749Temporary
      investments (note 6)
            
            
            125,418,231
            
            
            
            4,011,587Marketable
      securities (note 7)
            
            
            66,532
            
            
            
            73,380Amounts
      receivable
            
            
            1,108,511
            
            
            
            188,461Prepaid
      expenses and supplier advances
            
            
            333,343
            
            
            
            109,757129,304,016
            
            
            
            23,136,934Other investments (note
      8)
            
            
            1,127,819
            
            
            
            652,961Buildings and equipment
      (note 9)
            
            
            987,245
            
            
            
            177,115Mineral property costs
      (note 10) (Schedule)
            
            
            114,209,833
            
            
            
            82,862,073Reclamation deposits(note 11)
            
            
            498,000
            
            
            
            5,000$
            246,126,913
            
            
            $
            106,834,083LiabilitiesCurrent
      liabilitiesAccounts
      payable and accrued liabilities
            
            $
            4,038,999
            
            
            $
            793,393Corporate
      income tax payable
            
            
            -
            
            
            
            22,6034,038,999
            
            
            
            815,996Future income taxes
      (note 14)
            
            
            13,391,328
            
            
            
            15,525,226Shareholders’
      equityShare
      capital (note 12(a))
            
            
            246,391,590
            
            
            
            109,912,429Contributed
      surplus (note 12(d))
            
            
            5,750,527
            
            
            
            4,012,933Deficit
            
            
            (22,659,689
            )
            
            
            (22,103,360
            )Accumulated
      other comprehensive loss (note 13)
            
            
            (785,842
            )
            
            
            (1,329,141
            )228,696,586
            
            
            
            90,492,861$
            246,126,913
            
            
            $
            106,834,083See
      accompanying notes to the consolidated financial
statements





Commitments
      (Note 16)Subsequent
      events (Note 18)





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


-  -


RUBICON
MINERALS CORPORATION


Consolidated
Statements of Operations and Deficit


(Stated
in Canadian Dollars)




For
      the years ended December 312009
            
            
            2008
            
            
            2007Restated
              (Note
      19)
            
            
            Restated
              (Note
      19)ExpensesAmortization
            
            $
            64,878
            
            
            $
            70,391
            
            
            $
            52,304Consulting
            
            
            9,207
            
            
            
            74,259
            
            
            
            85,569General
      mineral exploration
            
            
            212,265
            
            
            
            232,932
            
            
            
            189,027Investor
      relations
            
            
            657,820
            
            
            
            630,626
            
            
            
            397,115Office
            
            
            253,213
            
            
            
            174,387
            
            
            
            270,288Part
      XII.6 tax on flow-through
            
            
            26,102
            
            
            
            159,279
            
            
            
            -Professional
      fees
            
            
            211,488
            
            
            
            200,085
            
            
            
            353,126Rent
            
            
            101,213
            
            
            
            81,308
            
            
            
            54,586Re-organization
      costs
            
            
            -
            
            
            
            -
            
            
            
            64,691Salaries
            
            
            1,231,694
            
            
            
            944,150
            
            
            
            1,032,130Stock-based
      compensation (note 12(b))
            
            
            1,638,405
            
            
            
            659,806
            
            
            
            576,605Transfer
      agent and regulatory filing fees
            
            
            150,899
            
            
            
            121,161
            
            
            
            130,141Travel
      and accommodation
            
            
            136,026
            
            
            
            138,534
            
            
            
            122,457Write-off
      of mineral property costs
            
            
            -
            
            
            
            -
            
            
            
            224,696Loss
      before other items
            
            
            (4,693,210
            )
            
            
            (3,486,918
            )
            
            
            (3,552,735
            )Foreign
      exchange gains (losses)
            
            
            2,132,034
            
            
            
            (2,894,204
            )
            
            
            2,142,247Interest
      and other income
            
            
            214,243
            
            
            
            732,798
            
            
            
            941,330Option
      and administration fees received in excess of property
    costs
            
            
            249,070
            
            
            
            578,664
            
            
            
            317,801Gain
      (loss) on sale of investments
            
            
            (96,721
            )
            
            
            (222,491
            )
            
            
            7,822Other
      (losses) and gains
            
            
            566
            
            
            
            (357,343
            )
            
            
            128,779Loss
      on disposal of equipment
            
            
            (4,024
            )
            
            
            (4,475
            )
            
            
            -Loss
      on equity investment
            
            
            -
            
            
            
            -
            
            
            
            (75,938
            )Loss
      before income taxes
            
            
            (2,198,042
            )
            
            
            (5,653,969
            )
            
            
            (90,694
            )Current
      income tax expense
            
            
            (3,902
            )
            
            
            (22,603
            )
            
            
            (7,000
            )Future
      income tax recovery (note 14)
            
            
            1,645,615
            
            
            
            3,276,809
            
            
            
            23,560Net
      loss for the year
            
            
            (556,329
            )
            
            
            (2,399,763
            )
            
            
            (74,134
            )Deficit,
      beginning of the year
            
            
            (22,103,360
            )
            
            
            (19,703,597
            )
            
            
            (19,629,463
            )Deficit,
      end of the year
            
            $
            (22,659,689
            )
            
            $
            (22,103,360
            )
            
            $
            (19,703,597
            )Net
      loss per common share
            
            $
            (0.00
            )
            
            $
            (0.02
            )
            
            $
            (0.00
            )Fully
      diluted loss per common share*
            
            $
            (0.00
            )
            
            $
            (0.02
            )
            
            $
            (0.00
            )Weighted
      average number of common shares outstanding
            
            
            186,958,831
            
            
            
            148,878,778
            
            
            
            118,158,856Fully
      diluted weighted average number of common shares
    outstanding*
            
            
            186,958,831
            
            
            
            148,878,778
            
            
            
            118,158,856


*
      The exercise of options and warrants, in all years, would have been
      anti-dilutive and so has been excluded from the calculation of fully
      diluted common shares.


See accompanying notes to the
consolidated financial statements


-  -


RUBICON MINERALS
CORPORATION


Consolidated
Statements of Comprehensive Loss


(Stated
in Canadian Dollars)





For
      the years ended December 312009
            
            
            2008
            
            
            2007Restated
              (Note
      19)
            
            
            Restated
              (Note
      19)Net
      loss for the year
            
            $
            (556,329
            )
            
            $
            (2,399,763
            )
            
            $
            (74,134
            )Other
      comprehensive income (loss) in the yearFair
      value adjustment on available for sale financial
    instruments:Temporary
      investments
            
            
            (75,432
            )
            
            
            25,021
            
            
            
            (19,852
            )Other
      investments and marketable securities
            
            
            522,010
            
            
            
            (2,407,906
            )
            
            
            368,727Less
      realized (gains) and losses on other investments and marketable securities
      reclassified to net income
            
            
            96,721
            
            
            
            222,491
            
            
            
            (7,822
            )Less
      impairment losses on other investments and marketable securities
      reclassified to net income
            
            
            -
            
            
            
            281,647
            
            
            
            -618,731
            
            
            
            (1,903,768
            )
            
            
            360,905Other
      comprehensive income (loss) in the year
            
            
            543,299
            
            
            
            (1,878,747
            )
            
            
            341,053Comprehensive
      income (loss) for the year
            
            
            (13,030
            )
            
            
            (4,278,510
            )
            
            
            266,919Adjustment
      to accumulated other comprehensive income on adoption of new
      standard
            
            
            -
            
            
            
            -
            
            
            
            208,553Accumulated
      comprehensive loss, beginning of the year
            
            
            (23,432,501
            )
            
            
            (19,153,991
            )
            
            
            (19,629,463
            )Accumulated
      comprehensive loss, end of the year
            
            $
            (23,455,531
            )
            
            $
            (23,432,501
            )
            
            $
            (19,153,991
            )


See
accompanying notes to the consolidated financial statements


-  -


RUBICON
MINERALS CORPORATION


Consolidated
Statements of Cash Flows


(Stated
in Canadian Dollars)




For
      the years ended December 312009
            
            
            2008
            
            
            2007Restated
              (Note
      19)
            
            
            Restated
              (Note
      19)Cash
      Provided by (Used for):Operating
      ActivitiesNet
      loss for the year
            
            $
            (556,329
            )
            
            $
            (2,399,763
            )
            
            $
            (74,134
            )Adjustment
      for items which do not involve cash:Amortization
            
            
            64,878
            
            
            
            70,391
            
            
            
            52,304Stock-based
      compensation
            
            
            1,638,405
            
            
            
            659,806
            
            
            
            576,605Write-off
      of mineral property costs
            
            
            -
            
            
            
            -
            
            
            
            224,696(Gain)
      loss on sale of investments
            
            
            96,155
            
            
            
            222,491
            
            
            
            (176,201
            )Foreign
      exchange (gains)
            
            
            (2,132,034
            )
            
            
            2,894,204
            
            
            
            (2,142,247
            )Other
      (gains) and losses
            
            
            4,024
            
            
            
            342,788
            
            
            
            -Loss
      on equity investment
            
            
            -
            
            
            
            -
            
            
            
            75,938Option
      receipt in excess of property costs
            
            
            (109,813
            )
            
            
            -
            
            
            
            -Interest
      and other income
            
            
            64,639
            
            
            
            43,458
            
            
            
            135,318Future
      income tax recovery
            
            
            (1,645,615
            )
            
            
            (3,276,809
            )
            
            
            (23,560
            )(2,575,690
            )
            
            
            (1,443,434
            )
            
            
            (1,351,281
            )Changes
      in non-cash working capital components:Prepaid
      expenses
            
            
            (223,586
            )
            
            
            (66,259
            )
            
            
            (14,750
            )Amounts
      receivable
            
            
            (937,451
            )
            
            
            454,865
            
            
            
            (157,694
            )Accounts
      payable and accrued liabilities
            
            
            640,418
            
            
            
            (147,039
            )
            
            
            66,749Corporate
      income taxes payable
            
            
            (22,603
            )
            
            
            (51,397
            )
            
            
            (78,000
            )(3,118,912
            )
            
            
            (1,253,264
            )
            
            
            (1,534,976
            )Investing
      Activities*Temporary
      investments
            
            
            (121,546,149
            )
            
            
            11,052,489
            
            
            
            (11,218,285
            )Mineral
      property costs
            
            
            (27,611,890
            )
            
            
            (16,893,521
            )
            
            
            (11,415,083
            )Reclamation
      deposits
            
            
            (493,000
            )
            
            
            -
            
            
            
            -Recovery
      of property costs incurred
            
            
            137,683
            
            
            
            1,392,438
            
            
            
            2,844,874Management
      and administration fees received
            
            
            -
            
            
            
            7,193
            
            
            
            163,789Purchase
      of investments and equipment
            
            
            (960,010
            )
            
            
            (94,195
            )
            
            
            (144,830
            )Proceeds
      of sale of investments and equipment
            
            
            163,813
            
            
            
            193,060
            
            
            
            1,659,211(150,309,553
            )
            
            
            (4,342,536
            )
            
            
            (18,110,324
            )Financing
      Activities*Common
      shares issued
            
            
            144,544,906
            
            
            
            10,298,529
            
            
            
            27,737,051Share
      issue costs
            
            
            (7,492,791
            )
            
            
            (740,289
            )
            
            
            (534,122
            )137,052,115
            
            
            
            9,558,240
            
            
            
            27,202,929Increase
      (decrease) in cash and cash equivalents
            
            
            (16,376,350
            )
            
            
            3,962,440
            
            
            
            7,557,629Cash
      and cash equivalents, beginning of the year
            
            
            18,753,749
            
            
            
            14,791,309
            
            
            
            7,233,680Cash
      and cash equivalents, end of the year
            
            $
            2,377,399
            
            
            $
            18,753,749
            
            
            $
            14,791,309




*Supplemental
Disclosure of Non-Cash Investing and Financing Activities – Refer to Note
17.


See
accompanying notes to the consolidated financial statements


-  -


RUBICON MINERALS
CORPORATION


Consolidated
Statements of Mineral Property Costs


(Stated
in Canadian Dollars)





Balance
      December 31 2007
            
            
            Gross
      Expenditures 2008
            
            
            Recovery
              2008
            
            
            Balance
      December 31 2008
            
            
            Gross
      Expenditures 2009
            
            
            Recovery
              2009
            
            
            Balance
      December 31 2009CANADAONTARIORED
      LAKE MINING DIVISIONPhoenix
      Gold ProjectAcquisition
      and option payments
            
            $
            3,726,540
            
            
            $
            328,744
            
            
            $
            -
            
            
            $
            4,055,284
            
            
            $
            561,229
            
            
            $
            -
            
            
            $
            4,616,513Exploration
      costs:Geological
      and geochemical
            
            
            1,831,786
            
            
            
            333,167
            
            
            
            -
            
            
            
            2,164,953
            
            
            
            1,299,196
            
            
            
            -
            
            
            
            3,464,149Drilling
            
            
            8,518,334
            
            
            
            10,795,895
            
            
            
            -
            
            
            
            19,314,229
            
            
            
            10,815,628
            
            
            
            -
            
            
            
            30,129,857Geophysical
            
            
            101,147
            
            
            
            355,115
            
            
            
            -
            
            
            
            456,262
            
            
            
            57,435
            
            
            
            -
            
            
            
            513,697Travel
      and accommodation
            
            
            208,505
            
            
            
            96,635
            
            
            
            -
            
            
            
            305,140
            
            
            
            97,632
            
            
            
            -
            
            
            
            402,772Other
            
            
            92,902
            
            
            
            16,833
            
            
            
            -
            
            
            
            109,735
            
            
            
            622,979
            
            
            
            -
            
            
            
            732,714Underground
      exploration
            
            
            -
            
            
            
            734,849
            
            
            
            -
            
            
            
            734,849
            
            
            
            16,966,760
            
            
            
            -
            
            
            
            17,701,609Amortization
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            80,979
            
            
            
            -
            
            
            
            80,97914,479,214
            
            
            
            12,661,238
            
            
            
            -
            
            
            
            27,140,452
            
            
            
            30,501,838
            
            
            
            -
            
            
            
            57,642,290Other
      Red Lake PropertiesAcquisition
      and option payments
            
            
            604,501
            
            
            
            180,563
            
            
            
            (174,996
            )
            
            
            610,068
            
            
            
            166,844
            
            
            
            (120,282
            )
            
            
            656,630Exploration
      costs:Geological
      and geochemical
            
            
            1,813,207
            
            
            
            109,308
            
            
            
            (49,061
            )
            
            
            1,873,454
            
            
            
            -
            
            
            
            -
            
            
            
            1,873,454Drilling
            
            
            2,990,408
            
            
            
            1,395,980
            
            
            
            (296,199
            )
            
            
            4,090,189
            
            
            
            51,204
            
            
            
            -
            
            
            
            4,141,393Geophysical
            
            
            297,229
            
            
            
            64,421
            
            
            
            -
            
            
            
            361,650
            
            
            
            165,862
            
            
            
            -
            
            
            
            527,512Travel
      and accommodation
            
            
            136,975
            
            
            
            21,109
            
            
            
            (300
            )
            
            
            157,784
            
            
            
            -
            
            
            
            -
            
            
            
            157,784Other
            
            
            54,704
            
            
            
            21,096
            
            
            
            -
            
            
            
            75,800
            
            
            
            1,258
            
            
            
            -
            
            
            
            77,058Administration
      fees (earned)
            
            
            (717,234
            )
            
            
            -
            
            
            
            (7,191
            )
            
            
            (724,425
            )
            
            
            -
            
            
            
            -
            
            
            
            (724,425
            )5,179,790
            
            
            
            1,792,477
            
            
            
            (527,747
            )
            
            
            6,444,520
            
            
            
            385,168
            
            
            
            (120,282
            )
            
            
            6,709,406UNITED
      STATES OF AMERICAALASKAAlaska
      PropertiesAcquisition
      and option payments
            
            
            37,200,284
            
            
            
            -
            
            
            
            -
            
            
            
            37,200,284
            
            
            
            -
            
            
            
            -
            
            
            
            37,200,284Exploration
      costsGeological
      and geochemical
            
            
            777,287
            
            
            
            1,037,621
            
            
            
            -
            
            
            
            1,814,908
            
            
            
            38,155
            
            
            
            -
            
            
            
            1,853,063Drilling
            
            
            1,800,184
            
            
            
            571,325
            
            
            
            -
            
            
            
            2,371,509
            
            
            
            -
            
            
            
            -
            
            
            
            2,371,509Travel
      and accommodation
            
            
            8,320
            
            
            
            17,910
            
            
            
            -
            
            
            
            26,230
            
            
            
            -
            
            
            
            -
            
            
            
            26,230Claim
      rental
            
            
            423,960
            
            
            
            401,295
            
            
            
            -
            
            
            
            825,255
            
            
            
            425,168
            
            
            
            -
            
            
            
            1,250,42340,210,035
            
            
            
            2,028,151
            
            
            
            -
            
            
            
            42,238,186
            
            
            
            463,323
            
            
            
            -
            
            
            
            42,701,509


See
accompanying notes to the consolidated financial statements


-  -


RUBICON
MINERALS CORPORATION


Consolidated
Statements of Mineral Property Costs (continued)


(Stated
in Canadian Dollars)





Balance
      December 31 2007
            
            
            Gross
      Expenditures 2008
            
            
            Recovery
              2008
            
            
            Balance
      December 31 2008
            
            
            Gross
      Expenditures 2009
            
            
            Recovery
              2009
            
            
            Balance
      December 31 2009UNITED STATES OF
      AMERICA(continued)NEVADANevada
      PropertiesAcquisition
      and option payments
            
            $
            6,176,343
            
            
            $
            1,192
            
            
            $
            -
            
            
            $
            6,177,535
            
            
            $
            -
            
            
            $
            -
            
            
            $
            6,177,535Exploration
      costsGeological
      and geochemical
            
            
            79,449
            
            
            
            217,528
            
            
            
            -
            
            
            
            296,977
            
            
            
            110,444
            
            
            
            -
            
            
            
            407,421Geophysics
            
            
            31,809
            
            
            
            530,849
            
            
            
            -
            
            
            
            562,658
            
            
            
            7,269
            
            
            
            -
            
            
            
            569,927Other
            
            
            418
            
            
            
            1,327
            
            
            
            -
            
            
            
            1,745
            
            
            
            -
            
            
            
            -
            
            
            
            1,7456,288,019
            
            
            
            750,896
            
            
            
            -
            
            
            
            7,038,915
            
            
            
            117,713
            
            
            
            -
            
            
            
            7,156,628Mineral
      Property Costs
            
            $
            66,157,058
            
            
            $
            17,232,762
            
            
            $
            (527,747
            )
            
            $
            82,862,073
            
            
            $
            31,468,042
            
            
            $
            (120,282
            )
            
            $
            114,209,833





Mineral
Property Costs Written-off


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




2007
            
            
            2008
            
            
            2009Other
      Red Lake Properties
            
            $
            224,696
            
            
            $
            -
            
            
            $
            -Total
      costs written-off
            
            
            224,696
            
            
            
            -
            
            
            
            -Aggregate
      cost recoveries and administration fees received
            
            
            3,342,060
            
            
            
            527,747
            
            
            
            120,282Total
      write-offs and recoveries
            
            $
            3,566,756
            
            
            $
            527,747
            
            
            $
            120,282


See
accompanying notes to the consolidated financial statements





-  -
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


1.
            NATURE
      AND CONTINUANCE OF OPERATIONS





The
Company is incorporated in British Columbia, Canada and has been primarily
involved in the acquisition and exploration of mineral property interests in
Canada and the United States.  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.  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. Although the Company is unaware of any defects in its title to its
mineral properties, no guarantee can be made that none exist. The Company is in
the development stage with no source of operating revenue and is dependent upon
equity financing to maintain its current operations.





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 19,
these principles differ in certain respects from principles and practices
generally accepted in the United States (“US”) and requirements promulgated by
the Securities and Exchange Commission.  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 100% owned subsidiaries, 1304850 Ontario Inc., 0691403 BC Ltd., Rubicon
Alaska Holdings Inc., Rubicon Alaska Corp., Rubicon Minerals Nevada Inc. and
Rubicon Nevada Corp.  The investment in Constantine Metal Resources
Ltd. was accounted for on the equity basis until July 2007 when it ceased to
qualify as an equity accounted investment. All inter-company balances have been
eliminated.





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, the
determination of stock-based compensation and the determination of future income
tax liability and valuation allowances.





Cash and Cash
Equivalents





Cash and
cash equivalents are comprised of cash and short-term notes and bank deposits
with an original maturity of three months or less.  Cash and cash
equivalents are designated as available for sale and are carried at fair
value.





Marketable
Securities





Marketable
securities include the Company’s investments in shares of public companies for
which there are no intention to hold for periods of longer than one
year.  These investments have been categorized as available for sale
financial instruments and are carried at fair value.  Adjustments to
fair value are recorded in other comprehensive income unless there is a loss in
value that is other than temporary, in which case the adjustment to fair value
is included in income and not reversed on future fair value
changes.




















2.
            SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES(continued)





Investments





The
Company’s investments in shares receivable of Africo Resources Ltd. and other
public company shares and have been categorized as available for sale financial
instruments and as such are carried at fair value. These investments are
considered non-current assets as the Company intends to hold them for a period
of greater than one year.  Adjustments to fair value are recorded in
other comprehensive income unless there is a loss in value that is other than
temporary, in which case the adjustment to fair value is included in income and
not reversed on future fair value changes.





Buildings
and Equipment





Buildings
and equipment are recorded and amortized over their estimated useful economic
lives using the declining balance method at annual rates of
between  5% and 50% and straight line over the remaining period of the
lease plus one renewal period for leasehold improvements.





Mineral
Property Costs





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





Mineral
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.  Fees earned in excess of deferred costs are recorded into
income.





Reclamation
Deposits





The
Company maintains cash deposits, or letters of credit secured by cash deposits,
as required by regulatory bodies as assurance for the funding of reclamation
costs.  These funds are restricted to that purpose and are not
available to the Company until the reclamation obligations have been
fulfilled.  Reclamation deposits are designated as available for sale,
are recorded at fair value and are classified as non-current
assets.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (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 a
discounted 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.  In January, 2009,
the Company filed a closure plan with the government of Ontario which created
closure obligations on the Phoenix property, see note 11.





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.





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. The statement
of comprehensive income or loss includes unrealized gains and losses for
classifications of financial instruments, that do not require such gains and
losses to be included in net income.





Financial
Instruments





The
Company’s financial instruments consist of cash, cash equivalents, temporary
investments, marketable securities, amounts receivable, other investments,
reclamation deposits and accounts payable and accrued liabilities.





Cash,
cash equivalents, temporary investments, marketable securities, other
investments and reclamation deposits have been classified as available-for-sale
and are re-valued to market at each period end.  Unrealized gains and
losses on re-valuation are recorded to other comprehensive
income.  Upon realization, gains and losses are transferred to
income.





Amounts
receivable, are classified as loans and receivables and are carried at amortized
cost.  Accounts payable and accrued liabilities are classified as
other liabilities and are carried at amortized cost. These instruments have fair
values which approximate their cost due to their short-term nature.





Equity
accounted investments are not considered to be financial
instruments.





Share
Capital





Common
shares issued for non-monetary consideration are recorded at the fair market
value based upon the trading price of the Company’s shares on the Toronto Stock
Exchange on the date of the agreement to issue the shares.


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


2.      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(continued)





Stock-based
Compensation





All stock
and stock option based awards made to employees and consultants are recognized
in these consolidated financial statements and measured using a fair value based
method.  The associated compensation expense is allocated to
operations or capitalized to mineral property costs, depending on the nature of
the services performed.





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





Income
Taxes





The
Company uses the liability method of accounting for taxes.  Under this
method 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.





Flow-through
Shares





The
Company follows the guidance of the CICA provided in Abstract #146 issued by its
Emerging Issues Committee. Canadian tax legislation permits a company to issue
securities referred to as flow-through shares whereby the investor may claim the
tax deductions arising from the related resource expenditures. On the date that
the Company files the renouncement documentation with the tax authorities to
renounce the tax credits associated with the exploration expenditures and the
Company has reasonable assurance that the expenditures will be completed, a
future income tax liability is recognized and shareholders’ equity is
reduced.





If the
Company has sufficient unused tax loss carry-forwards to offset all or part of
this future income tax liability and no future income tax assets have been
previously recognized for these carry-forwards, a portion, of such unrecognized
losses, is recorded as income up to the amount of the future income tax
liability that was previously recognized on the renounced
expenditures.





Net
income (loss) per common share





Net
income (loss) per common share has been calculated using the weighted-average
number of common shares outstanding during each year.  The dilutive effect of
outstanding options and warrants are reflected in fully diluted net income
(loss) per share by the application of the treasury method which assumes
conversion, exercise or contingent issuance of securities only when such
conversion, exercise or issuance would have a dilutive effect on net income
(loss) per share.The
effect of potential issuances of shares under options and warrants would be
anti-dilutive if a loss is reported, and therefore basic and diluted losses per
share are the same.





Comparative
Figures





Certain
of the 2008 figures have been reclassified to conform to the current year
financial statement presentation. The reclassifications consist of separately
identifying reclamation deposits which were previously classified as accounts
receivable in 2008 and combining investments in companies spun-off with other
investments.








--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


3.
            CHANGES
      IN ACCOUNTING POLICIES





Goodwill
and Intangible Assets





Effective
January 1, 2009, the Company adopted new CICA Handbook section 3064 which
replaces CICA Handbook Section 3062, Goodwill and Other
Intangibles.  This standard provides guidance on the
recognition, measurement, presentation and disclosure of goodwill and intangible
assets. Consequentially, references to deferred costs were removed from CICA
Accounting Guideline 11, Enterprises in the Development
Stage. Adoption of this standard did not have an effect on the Company’s
financial statements.





Credit
Risk and Fair Value of Financial Assets and Financial Liabilities





Effective
January 1, 2009, the Company adopted new CICA Emerging Issues Committee guidance
in EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities.  The EIC provides guidance on how to take into account
credit risk of an entity and counterparty when determining the fair value of
financial assets and financial liabilities, including derivative
instruments.  Adoption of this guidance did not have an effect on the
Company’s financial statements.





Mining
Exploration Costs





Effective
March 27, 2009, the Company adopted new CICA Emerging Issues Committee guidance
in EIC-174, “Mining Exploration Costs”.  The EIC provides guidance on
the capitalization and impairment review of exploration
costs.  Adoption of this guidance did not have an effect on the
Company’s financial statements.





Financial
Instruments Disclosures





In May
2009, the CICA amended Section 3862, Financial Instruments - Disclosures, to
include additional disclosure requirements about fair market value measurements
for financial instruments and liquidity risk disclosures.  These amendments
require a three-level hierarchy that reflects the significance of the inputs
used in making the fair value measurements.  See note 5.





Canadian
Pronouncements affecting Future Accounting Policies





The
following pronouncements recently issued by the Canadian Institute of Chartered
Accountants (“CICA”) will likely impact the Company’s future accounting
policies:





(a)
Business Combinations





In
January 2009, the CICA issued Handbook Sections 1582 – Business Combinations,
1601 – Consolidated Financial Statements, and 1602 – Non-Controlling
Interests.  These standards are effective January 1, 2011. Section
1582 replaces Section 1581 – Business Combinations and establishes standards for
the accounting for business combinations that is equivalent to the business
combination accounting standard under International Financial Reporting
Standards (“IFRS”).  Sections 1601 and 1602 replace Section 1600 –
Consolidated Financial Statements. Section 1601 provides revised guidance on the
preparation of consolidated financial statements and Section 1602 addresses
accounting for non-controlling interests in consolidated financial statements
subsequent to a business combination.





(b)                 International
Financial Reporting Standards (“IFRS”)





In
February 2008 the Canadian Accounting Standards Board announced 2011 as the
changeover date for publicly-listed companies to use IFRS, replacing Canadian
generally accepted accounting principles. The specific implementation is set for
interim and annual financial statements relating to fiscal years beginning on or
after January 1, 2011. The transition date of January 1, 2011 will require
restatement for comparative purposes of amounts reported by the Company for the
year ended December 31, 2010. The Company expects the transition to IFRS to
impact accounting policies, financial reporting and information technology
systems and processes.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


4.
            CAPITAL
      MANAGEMENT





The
Company’s objectives for the management of capital are to safeguard the
Company’s ability to continue as a going concern including the preservation of
capital and to achieve reasonable returns on invested cash after satisfying the
objective of preserving capital.





The
Company considers its cash, cash equivalents, and temporary investments to be
its manageable capital.  The Company’s policy is to maintain
sufficient cash and investment balances to cover operating and exploration costs
over a reasonable future period, generally two years.  The Company
accesses capital markets as necessary and may also acquire additional funds
where advantageous circumstances arise.





Excess
cash investments are restricted to securities issued by the federal or
provincial governments of Canada.  The Company currently has no
externally imposed capital requirements.





5.
            FINANCIAL
      INSTRUMENTS





Fair
value hierarchy





Financial
instruments recognized at fair value on the consolidated balance sheets must be
classified into one of the three following fair value hierarchy
levels:





Level
      1 –
            measurement
      based on quoted prices (unadjusted) observed in active markets for
      identical assets or liabilities;


Level
      2 –
            measurement
      based on inputs other than quoted prices included in Level 1, that are
      observable for the asset or
liability;


Level
      3 –
            measurement
      based on inputs that are not observable (supported by little or no market
      activity) for the asset or
liability.





The
Company’s financial instruments carrying amounts and fair values by categories
and levels per the fair value hierarchy are as follows:





Fair
      Value Level
            
            
            2009
            
            
            2008Available
      for sale
              at
      fair value
            
            
            Loans
      and receivables/ other financial liabilities
              at
      amortized cost
            
            
            Available
      for sale
              at
      fair value
            
            
            Loans
      and receivables/ other financial liabilities
              at
      amortized costFinancial
      assets:Cash
      and cash equivalents
            
            
            1
            
            
            $
            2,377,399
            
            
            $
            -
            
            
            $
            18,753,749
            
            
            $
            -Temporary
      investments
            
            
            1
            
            
            
            125,418,231
            
            
            
            -
            
            
            
            4,011,587
            
            
            
            -Marketable
      securities
            
            
            1
            
            
            
            66,532
            
            
            
            -
            
            
            
            73,380
            
            
            
            -Amounts
      receivable
            
            
            
            
            
            
            -
            
            
            
            1,108,510
            
            
            
            -
            
            
            
            188,461Other
      investments
            
            
            1
            
            
            
            1,127,819
            
            
            
            -
            
            
            
            652,961
            
            
            
            -Reclamation
      deposits
            
            
            2
            
            
            
            498,000
            
            
            
            -
            
            
            
            5,000
            
            
            
            -$
            129,487,981
            
            
            $
            1,108,510
            
            
            $
            23,496,677
            
            
            $
            188,461Financial
      liabilities:Accounts
      payable and accrued liabilities
            
            
            
            
            
            $
            -
            
            
            $
            4,038,999
            
            
            $
            -
            
            
            $
            793,393$
            -
            
            
            $
            4,038,999
            
            
            $
            -
            
            
            $
            793,393





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


5.
            FINANCIAL INSTRUMENTS(continued)





Financial
instrument risks





The
Company’s financial instruments are exposed to the following risks:





Credit
Risk





The
Company’s primary exposure to credit risk is the risk of non-payment of cash
equivalents and temporary investments amounting to $127.8 million at December
31, 2009, in Canadian federal government treasury bills.  As the
Company’s policy is to limit excess cash investments to Canadian federal and
provincial government instruments, the credit risk is considered by management
to be negligible.





The
Company’s credit risk exposure from amounts receivable at December 31, 2009,
amounted to $1,108,510.  This balance includes amounts due and accrued
from the Canadian government of $1,056,520 for GST refunds and $51,990 of
miscellaneous receivable items. Consequently, management considers the credit
risk to be negligible.





Liquidity
Risk





The
Company’s only liquidity risk from financial instruments is its need to meet
operating accounts payable requirements.  The Company maintains
sufficient cash balances to meet these needs.





Foreign
Exchange Risk





The
Company’s only foreign exchange risk from financial instruments is its exposure
to US Dollar exchange rate changes on accounts payable arising from US
exploration expenditures in Alaska and Nevada.  Due to the short term
nature of these liabilities, the risk is not considered material by management
and no hedging is considered necessary.  A reasonably possible change
in US exchange rates, during the period would have had no material effect on net
income or other comprehensive income.





Interest
Rate Risk





The
Company is exposed to interest rate risk on its cash equivalent and temporary
investments.  The majority of these investments are in discounted
instruments with pre-determined fixed yields.  Interest rate movements
will affect the fair value of these instruments so the Company manages maturity
dates of these instruments to match cash flow needs.  Unrealized gains
and losses are reported in other comprehensive income.





A
difference in interest rates of 1.0%, on the December 31, 2009 balance of cash
investments, over a year period, would result in a change to net income of
approximately $1,278,000.





Price
Risk





The
Company is exposed to price risk on its portfolio of junior mining company
shares which include significant investments in shares received from the spin
out of assets previously held by the Company.  Due to the volatility
of this class of shares, the risk of value change is significant.  The
Company’s policy to manage this risk is to liquidate sufficient shareholdings to
cover cost outlays as soon as possible, market conditions permitting and
thereafter liquidate the balance when market conditions are
favourable.  Unrealized gains and losses are reported in other
comprehensive income.


5.





The
Company’s “Investment in Companies Spun Off” (note 8) largely consists of the
right to receive the proceeds on exercise of Africo Resources Ltd. options
granted to Rubicon personnel at the December 2006 plan of arrangement. Where
these options expire or are forfeited, Rubicon will receive the underlying
Africo shares at no cost.  As such, this investment is exposed to the
same price risk as an investment in Africo shares would.  However, the
maximum value to be received per


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


5
            FINANCIAL INSTRUMENTS(continued)





option is
the exercise price.  No early liquidation of this asset is
possible.  Unrealized gains and losses on the Africo share value
portion are reported in other comprehensive income.





Management
considers the historical volatility of shares held to be an indicator of a
reasonably possible change in value.  If the market prices for all
shares held by the Company and the Africo shares underlying the Africo share
rights, as described above, at period end, had increased or decreased by the
weighted average volatility of 96% annually, then there would have been an
increase or decrease in other comprehensive income of approximately
$1,082,000





6.
            TEMPORARY
      INVESTMENTS





Temporary
investments consists of several Government of Canada T-Bills maturing at various
dates in 2010, with an aggregate carrying value and market value of $125,418,231
at December 31, 2009 ($4,011,587– December 31, 2008) and effective interest
rates ranging from 0.14% to 0.46%   Market value is determined
from broker quotations.





7.
            MARKETABLE
      SECURITIES





Marketable
securities consist of investments in public company shares and have an aggregate
carrying value and fair value of $66,532 (2008 - $73,380) at year
end.  Market values were based on quoted prices in an active
market.





8.
            OTHER
      INVESTMENTS





December
      31, 2009
            
            
            December
      31, 2008Carrying
      and Market Value
            
            
            Carrying
      and Market ValueInvestments
      in companies spun-off (1)
            
            $
            168,694
            
            
            $
            153,400Investments
      in other public company shares (2)
            
            
            959,125
            
            
            
            499,561$
            1,127,819
            
            
            $
            652,961





(1)
            Investment
      in companies spun-off consists of the net value of rights and obligations
      outstanding from options issued or revised at the December 2006 plan of
      arrangement.  The December 31, 2009, carrying value and fair
      value of $168,694 is attributable to the right to receive the proceeds
      from any exercise of Africo options or the underlying Africo
      shares.





(2)
            Other
      investments in public company shares have aggregate carrying and market
      value of $959,125 at December 31, 2009. Market values were based on quoted
      prices in an active market. These shares were received as payments
      pursuant to mineral property option agreements and pursuant to prior year
      spin-out transactions.





9.
            BUILDINGS
      AND EQUIPMENT





December
      31 2009
            
            
            
            
            
            
            
            
            December
      31 2008Accumulated
            
            
            Net
      Book
            
            
            
            
            
            Accumulated
            
            
            Net
      BookCost
            
            
            Amortization
            
            
            Value
            
            
            Cost
            
            
            Amortization
            
            
            ValueComputer
      equipment
            
            $
            204,193
            
            
            $
            84,132
            
            
            $
            120,061
            
            
            $
            137,425
            
            
            $
            66,002
            
            
            $
            71,423Furniture
      and fixtures
            
            
            164,569
            
            
            
            73,267
            
            
            
            91,302
            
            
            
            105,736
            
            
            
            57,664
            
            
            
            48,072Software
            
            
            191,757
            
            
            
            111,012
            
            
            
            80,745
            
            
            
            113,294
            
            
            
            70,422
            
            
            
            42,872Leasehold
      improvements
            
            
            12,291
            
            
            
            9,218
            
            
            
            3,073
            
            
            
            12,291
            
            
            
            5,531
            
            
            
            6,760Field
      equipment
            
            
            263,219
            
            
            
            27,920
            
            
            
            235,299
            
            
            
            8,876
            
            
            
            888
            
            
            
            7,988Trucks
            
            
            70,459
            
            
            
            10,569
            
            
            
            59,890
            
            
            
            -
            
            
            
            -
            
            
            
            -Buildings
            
            
            411,352
            
            
            
            14,477
            
            
            
            396,875
            
            
            
            -
            
            
            
            -
            
            
            
            -$
            1,317,840
            
            
            $
            330,595
            
            
            $
            987,245
            
            
            $
            377,622
            
            
            $
            200,507
            
            
            $
            177,115


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


10.
            MINERAL
      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





Phoenix
Gold Project





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





i)
            Water
      Claims Agreement





The
Company holds a 100% interest in the “Water Claims” portion of the Phoenix Gold
Project (25 licences of occupation and one mineral lease).  These
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 amounts paid
pursuant to the maximum US$1,000,000 in advance royalty payments described
above.





ii)
            Land
      Claims Agreement





The
Company holds a 100% interest in the “Land Claims” portion of the Phoenix Gold
Project (16 patented claims). These claims are subject to a sliding scale 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 amounts paid
pursuant to the maximum Cdn$1,500,000 in advance royalty payments described
above.





The
Company holds a 100% interest in the surface rights to the Land
Claims.





Other
Red Lake Properties





i)
            Adams
      Lake Property





The
Company holds a 100% interest in 35 unpatented claims (236 units) in the Balmer
and Bateman townships.





ii)
            Advance
      Property





The
Company holds a 100% interest in 13 patented mining claims (approximately 39 ha)
in the Todd Township.





iii)
            DMC
      Property





The
Company holds a 100% interest in 130 unpatented claims (263 units) which are
subject to several underlying agreements.  An option agreement, signed
in 2005, with Agnico-Eagle Mines Ltd., for a 51% interest in certain of the DMC
claims was terminated in 2008.


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


10.
            MINERAL PROPERTY INTERESTS(continued)





iv)
            East
      Bay Property





The
Company holds a 100% interest in 43 unpatented claims (123 units) located in the
Bateman and Blackbear townships.





v)
            Humlin
      Property





The
Company holds a 100% interest in 31 unpatented mining claims (294 units) located
in Fairlie Township. An option agreement, signed in 2006, with Solitaire for a
55% interest in the property was terminated in 2008.





vi)
            McCuaig
      JV Property





The
Company holds a 60% interest in 3 unpatented claims (10 units) in Dome
Township.





vii)
            Red
      Lake North Property





The Red
Lake North Property, including the Sidace Lake area claims, is comprised of 48
unpatented claims (337 units) in the Black Bear Lake, Coli Lake and Sobeski Lake
areas.





Option
Agreement with Solitaire Minerals Corporation (“Solitaire”)





Pursuant
to an option agreement signed during 2006 and amended during 2009, the Company
optioned a 55% interest in 45 unpatented mining claims from the Red Lake North
Property to Solitaire.  Pursuant to the terms of the agreement
Solitaire has paid $5,000 cash and issued 50,000 common shares and must incur
$2,500,000 ($751,000 outstanding) of exploration expenditures before May of
2011.





viii)
            Slate
      Bay Property





The
Company holds a 100% interest in 30 unpatented claims (153 units) located in the
McDonough, Dome and Graves townships.





ix)
            West
      End Property





The
Company holds a 100% interest in 19 unpatented claims and a 50% interest in 4
unpatented claims (87 units in total) in the Ball, Todd and Hammell Lake
townships.





Option
Agreement with Halo Resources Ltd. (“Halo”)





During
2008, the Company optioned a 60% interest in the West End Property to
Halo.  Under the terms of the letter agreement, Halo must incur $1
million of exploration expenditures on the property over 4 years and make option
payments to the Company amounting to $120,000 over 4 years.  Halo will
then have the right to earn an additional 15% by funding a bankable feasibility
study.





x)
            Wolf
      Bay Property





The
Company holds a 100% interest in 5 unpatented mining claims and a 50% interest
in 18 unpatented mining claims (108 units in total) in the Todd and Hammell Lake
townships.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


10.
            MINERAL PROPERTY INTERESTS(continued)





West
End Red Lake Option





An option
agreement, signed in 2002, with Redstar Resources Ltd., for a 70% interest in
certain claims in the West End and Wolf Bay properties, was terminated in
2007.





xi)
            Manitou
      Property





During
2007, the Company returned the Manitou property to the vendor and wrote off
costs of $231,831 incurred to that time.





xii)
            English
      Royalty Division (“ERD”)





The
Company holds ownership or royalty interests in 51 properties (2008 – 60, 2007 –
63) designated as the English Royalty Division.  These properties,
included in the ERD, are not explored by the Company but are held for the
purpose of earning option and possible royalty income and deriving potential
increases in value from successful exploration by optionees.  The
Company continues to add properties to the ERD with new option agreements and
drop properties that it is unable to option after reasonable
efforts.





During
2009, the Company recorded cash and share receipts (before costs) of $195,434
(2008 - $712,523, 2007 – $885,500) from ERD options.  As the Company
has now recovered all costs of acquisition and maintenance of these properties
they are carried at $nil.





ALASKA,
USA





Alaska
Properties





Pursuant
to the McEwen Agreement which closed on May 18, 2007, the Company acquired 100%
of the outstanding shares of McEwen Capital Corp. (renamed Rubicon Alaska
Holdings Inc. and hereinafter referred to as “RAH Inc.”). The results of RAH
Inc.’s operations have been included in the consolidated financial statements
since February 24, 2007, the date of the Letter of Intent and the date the
Company commenced financing the operations of the acquisition.  The
aggregate purchase price was $22 million consisting of 31,428,571 common shares
of the Company at a deemed price of $0.70 per share.  The share value
was determined based on the average closing price of the Company’s shares on the
TSX on the


5 days
prior to date of the Letter of Intent.  In addition, the Company
incurred $426,387 in acquisition costs which were capitalized with the
purchase.





The
following table summarizes the assets acquired and liabilities assumed on the
date of the acquisition:





Mineral
      properties
            
            $
            37,155,461Future
      income tax liability
            
            
            (14,729,074
            )Total
      cost
            
            $
            22,426,387Consisting
      of:Common
      shares issued at $0.70
            
            $
            22,000,000Other
      acquisition costs
            
            
            426,387Total
      cost
            
            $
            22,426,387





The sole
assets of RAH Inc. consisted of two mineral claim groups in the Goodpaster
Mining District of Alaska.  At the date of the acquisition, RAH Inc.
had tax deductible mineral pools of approximately $1.2 million and therefore the
Company recorded a future tax liability of $14,729,074 inherent in the
purchase.


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


10. MINERAL PROPERTY INTERESTS(continued)





The two
claim groups are further described as follows:





i)
            New
      Horizon Claims





Pursuant
to the McEwen Agreement, the Company acquired a 100% interest in the New Horizon
Claims covering approximately 330,000 acres in the Goodpaster Mining District of
Alaska.  These claims had been previously acquired by RAH Inc. through
staking.  During 2008, the area held was reduced to 195,280
acres.





ii)
            Kiska (formerly Rimfire) Option
      Properties





Pursuant
to the McEwen Agreement, the Company acquired an option granted by Kiska Metals
Corporation (“Kiska”, formerly Rimfire Minerals Corporation) to acquire up to a
70% interest, subject to underlying royalties, in certain mineral claims,
covering approximately 185,520 acres, in the Goodpaster Mining District of
Alaska.  Pursuant to the terms of this option agreement, the Company
can earn a 60% interest in the property by expending US$4.8 million on the
property over a five and half year period as follows (including expenditures
made prior to the acquisition):





(a)  US
$750,000 before November 27, 2007 (incurred);


(b)      an
aggregate of US $1,500,000 on or before November 27, 2008
(incurred);


(c)      an
aggregate of US $2,250,000 on or before November 27, 2009
(incurred);


(d)      an
aggregate of US $3,000,000 on or before November 27,
2010;


(e)      an
aggregate of US $3,800,000 on or before November 27, 2011;
and


(f)      an
aggregate of US $4,800,000 on or before November 27,
2012.





The
Company may earn a further 10% interest by completing a feasibility study and at
Kiska’s election, may obtain an additional 5% interest by providing a project
financing loan repayable from Rimfire’s cash flows from production.





All
commitments under the McEwen agreement for exploration expenditures on the
Alaska properties were completed in 2008. There are no further commitments under
this agreement.





NEVADA-UTAH,
USA





Nevada –
Utah Properties





Pursuant
to the McEwen Agreement, the Company acquired mineral rights on an approximate
225,000 acre land package, predominantly in Elko County, Nevada and extending
into Box Elder County Utah for 8,571,429 common shares of the Company, valued at
$0.70 per share for total consideration of $6 million.  In addition
the Company incurred $106,182 of acquisition costs which were capitalized with
the acquisition.  The majority of the mineral rights are 100% owned
subject to certain royalty interests.





All
commitments under the McEwen agreement for exploration expenditures on the
Nevada properties were completed in 2008.





11.
            ASSET
      RETIREMENT OBLIGATIONS





The
Company’s asset retirement obligations consist of reclamation and closure costs
for its Phoenix Gold project which is currently at the advanced exploration
stage. Reclamation and closure activities related to this project will include
land rehabilitation, demolition of buildings and processing facilities, ongoing
care and maintenance and other costs.  In February of 2009, the
Company filed a Closure Plan with the Ontario Ministry of Northern Mines and
Development (“MNDM”) which included an independent estimation of closure costs,
if currently implemented, which amounted to $493,000.  Upon filing the
closure plan, a deposit in the same amount was made with the MNDM as financial
assurance for completion of the closure plan when
required.  Additional deposits will be required if closure amount
estimates increase.





11.
            ASSET RETIREMENT OBLIGATIONS(continued)





The
present value of this asset retirement obligation is currently immaterial to
recognize due to (i) the Company’s current intention to continue to hold and
utilize the Phoenix property and related facilities for a period extending
beyond 50 years and (ii) the Company has no legal requirement or intention to
implement its closure plan during this extended holding
period.  Should management’s intention’s change or closure plans and
cost estimates change, the Company may be required to recognize an asset
retirement obligation on the consolidated balance sheet at that
time.





12.
            SHARE
      CAPITAL





a)  Authorized
share capital consists of unlimited common shares without par
value.


Issued share capital consists of the
following:




2009
            
            
            2008
            
            
            2007Number
      of Shares
            
            
            $
            
            
            
            Number
      of Shares
            
            
            $
            
            
            
            Number
      of Shares
            
            
            $Balance,
      beginning of year
            
            
            156,151,871
            
            
            
            109,912,429
            
            
            
            147,871,501
            
            
            
            103,572,229
            
            
            
            76,810,525
            
            
            
            47,991,901Public
      offering(2),
      (3)
            
            
            18,975,000
            
            
            
            81,398,435
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Private
      placements(1),
      (3)
            
            
            25,000,000
            
            
            
            37,445,025
            
            
            
            8,166,670
            
            
            
            9,460,640
            
            
            
            26,265,462
            
            
            
            24,165,197Mineral
      properties
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            40,000,000
            
            
            
            28,000,000Stock options exercised
      (4)
            
            
            2,408,300
            
            
            
            3,255,186
            
            
            
            113,700
            
            
            
            155,349
            
            
            
            1,547,374
            
            
            
            1,476,765Warrants
      exercised
            
            
            10,682,843
            
            
            
            16,024,265
            
            
            
            -
            
            
            
            -
            
            
            
            3,152,792
            
            
            
            1,451,905Flow-through
      renunciation(5)
            
            
            -
            
            
            
            (1,643,750
            )
            
            
            -
            
            
            
            (3,275,789
            )
            
            
            -
            
            
            
            -Agent
      share commissions
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            393,262
            
            
            
            700,006Shares
      returned
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (297,914
            )
            
            
            (213,545
            )Balance,
      end of year
            
            
            213,218,014
            
            
            
            246,391,590
            
            
            
            156,151,871
            
            
            
            109,912,429
            
            
            
            147,871,501
            
            
            
            103,572,229





(1)
            On
      March 5, 2009, the Company closed a $40 million private placement
      financing and issued 25 million common shares at $1.60 per
      share.  A commission of $2.2 million (5.5%) was paid to the
      underwriters.


(2)
            On
      November 12, 2009, the Company closed an $86 million public offering and
      issued 18.975 million common shares at $4.55 per share. A commission of
      $4.0 million (4.6%) was paid to the
  underwriters.


(3)
            Proceeds
      are net of total issue costs for both financings, of $7,492,791 including
      commissions (2008 - $740,289, 2007 -1,234,128). Nil (2008 – 4,870,370,
      2007 – 4,651,200) shares were issued under flow-through share purchase
      agreements.


(4)
            Inclusive
      of the original $1,070,796 (2008 - $57,750, 2007 – $377,399) fair value of
      these options re-allocated from contributed surplus to share capital on
      exercise.


(5)
            On
      February 28, 2009 the Company renounced $6.6 million of exploration
      expenditures to flow-through share investors and recorded the effect of
      the reduction in future tax deductible expenses against share
      capital.





b)  Stock
Options




The
Corporation has an incentive stock option plan authorizing the Company to issue
up to 8.5% of the number of issued and outstanding shares as incentive stock
options to directors, officers, employees and consultants of the Company (up
to  18,123,531 options at December 31, 2009).  No specific
vesting terms are required.  The term of each grant shall be no
greater than 10 years from the date of grant.  The option price shall
be no less than the fair market value of the Company’s shares on the date of the
grant.

















--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


12.
            SHARE CAPITAL(continued)





b)
            Stock
      Options (continued)





The
following is a summary of the changes in the Company’s outstanding stock
options.





2009
            
            
            2008
            
            
            2007Number
      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
            
            
            4,733,300
            
            
            
            0.93
            
            
            
            3,328,250
            
            
            
            0.87
            
            
            
            3,798,748
            
            
            
            0.73Granted
            
            
            3,485,000
            
            
            
            1.80
            
            
            
            1,617,500
            
            
            
            1.03
            
            
            
            1,260,000
            
            
            
            1.09Exercised
            
            
            (2,408,300
            )
            
            
            0.91
            
            
            
            (113,700
            )
            
            
            0.86
            
            
            
            (1,547,374
            )
            
            
            0.71Expired/cancelled
            
            
            (55,000
            )
            
            
            1.31
            
            
            
            (98,750
            )
            
            
            1.10
            
            
            
            (183,124
            )
            
            
            0.86Outstanding
      at end of year (1)
            
            
            5,755,000
            
            
            
            1.46
            
            
            
            4,733,300
            
            
            
            0.93
            
            
            
            3,328,250
            
            
            
            0.87Exercisable
      at end of year
            
            
            3,792,500
            
            
            
            1.12
            
            
            
            3,965,800
            
            
            
            0.91
            
            
            
            2,600,750
            
            
            
            0.77





(1)
            At
      December 31, 2009, the weighted-average remaining contractual life of
      stock options outstanding is 3.39 years (2008 – 2.60 years, 2007 – 2.91
      years).





The fair
value of stock options included in the expense figures, has been estimated using
the Black-Scholes Option Pricing Model based on the following weighted average
assumptions:





2009
            
            
            2008
            
            
            2007Risk-free
      interest rate (%)
            
            
            2.01
            %
            
            
            3.67
            %
            
            
            4.13
            %Expected
      life (years)
            
            4.24
      Years
            
            
            5
      years
            
            
            5
      yearsExpected
      volatility (%)
            
            
            66
            %
            
            
            64
            %
            
            
            64
            %Expected
      dividend yield (%)
            
            
            0
            %
            
            
            0
            %
            
            
            0
            %





The
weighted average grant-date fair value of options granted during 2009 was $1.01
(2008 - $0.59, 2007 - $0.63).





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.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


12.
            SHARE CAPITAL (continued)





c)  Summary
of stock options and warrants outstanding:




December
      31, 2009Type
      of Issue
            
            Number
      Outstanding
            
            
            Weighted
      Average Price
            
            
            
            
            
            Weighted
      Average LifeStock
      Options
            
            
            
            
            
            
            
            $
            
            
            
            Years150,000
            
            
            
            0.48
            
            
            
            
            
            
            
            0.70200,000
            
            
            
            0.56
            
            
            
            
            
            
            
            0.95720,000
            
            
            
            0.74
            
            
            
            
            
            
            
            2.0420,000
            
            
            
            0.76
            
            
            
            
            
            
            
            3.801,180,000
            
            
            
            1.04
            
            
            
            
            
            
            
            3.122,350,000
            
            
            
            1.31
            
            
            
            
            
            
            
            4.0120,000
            
            
            
            1.46
            
            
            
            
            
            
            
            3.3540,000
            
            
            
            1.68
            
            
            
            
            
            
            
            2.67125,000
            
            
            
            1.89
            
            
            
            
            
            
            
            4.29150,000
            
            
            
            1.90
            
            
            
            
            
            
            
            2.5075,000
            
            
            
            2.14
            
            
            
            
            
            
            
            4.25100,000
            
            
            
            2.55
            
            
            
            
            
            
            
            2.29200,000
            
            
            
            3.12
            
            
            
            
            
            
            
            4.53145,000
            
            
            
            3.13
            
            
            
            
            
            
            
            4.4430,000
            
            
            
            4.36
            
            
            
            
            
            
            
            4.8350,000
            
            
            
            4.47
            
            
            
            
            
            
            
            4.73200,000
            
            
            
            4.53
            
            
            
            
            
            
            
            4.93Total
      Stock Options
            
            
            5,755,000
            
            
            
            2.12
            
            
            
            
            
            
            
            3.99




The
Company has no warrants outstanding at year end.




d)      Summary
of changes in contributed surplus:




2009
            
            
            2008
            
            
            2007Balance
      at beginning of year
            
            $
            4,012,933
            
            
            $
            3,082,261
            
            
            $
            2,547,075Stock-based
      compensation – administration
            
            
            1,638,405
            
            
            
            761,890
            
            
            
            576,606Stock-based
      compensation – mineral property costs
            
            
            1,169,985
            
            
            
            209,941
            
            
            
            335,979Stock-based
      compensation - options granted by spin-out companies
            
            
            -
            
            
            
            16,591
            
            
            
            -Fair
      value of stock options allocated to shares issued on
    exercise
            
            
            (1,070,796
            )
            
            
            (57,750
            )
            
            
            (377,399
            )Balance
      at end of year
            
            $
            5,750,527
            
            
            $
            4,012,933
            
            
            $
            3,082,261





13.
            ACCUMULATED
      OTHER COMPREHENSIVE INCOME (LOSS)





2009
            
            
            2008Accumulated
      other comprehensive income (loss), January 1
            
            $
            (1,329,141
            )
            
            $
            549,606Other
      comprehensive income (loss) for the year
            
            
            543,299
            
            
            
            (1,878,747
            )Accumulated
      other comprehensive (loss), December 31
            
            $
            (785,842
            )
            
            $
            (1,329,141
            )Components
      of accumulated other comprehensive income (loss), December
    31Unrealized
      gains (losses) on temporary investments
            
            $
            (70,262
            )
            
            $
            5,169Unrealized
      (losses) on marketable securities and other investments - public company
      shares
            
            
            (715,580
            )
            
            
            (1,334,310
            )$
            (785,842
            )
            
            $
            (1,329,141
            )


14.
            INCOME
      TAXES





Current
income tax payable in the amount of $nil (2008 - $22,603) represents an
estimated current liability of the Company’s wholly-owned subsidiary, 1304850
Ontario Inc.





A
reconciliation of income taxes at statutory rates is as follows:





2009
            
            
            2008
            
            
            2007$
            
            
            
            $
            
            
            
            $Restated
              Note
      19
            
            
            Restated
              Note
      19Net
      loss for the year, before taxes
            
            
            (2,198,042
            )
            
            
            (5,653,969
            )
            
            
            (90,694
            )Expected
      income tax recovery
            
            
            (725,354
            )
            
            
            (1,724,460
            )
            
            
            (30,927
            )Net
      adjustment for current, deductible and non-deductible
    amounts
            
            
            (824,715
            )
            
            
            930,654
            
            
            
            (534,215
            )Unrecognized
      benefit of future tax assets
            
            
            -
            
            
            
            -
            
            
            
            548,582Valuation
      allowance
            
            
            (91,644
            )
            
            
            (2,460,400
            )
            
            
            -Income
      tax recoveries, net
            
            
            (1,641,713
            )
            
            
            (3,254,206
            )
            
            
            (16,560
            )





The
significant components of the Company’s future income tax assets (liabilities)
are as follows:





2009
            
            
            2008$
            
            
            
            $Future
      income tax assets (liabilities):
            
            
            
            
            
            Restated
              Note
      19Net
      mineral property carrying amounts in excess of tax pools
            
            
            (19,865,008
            )
            
            
            (20,343,028
            )Equipment and intangible tax
      pools in excess of carrying value
            
            
            330,263
            
            
            
            338,020Investment
      tax base in excess of carrying value
            
            
            93,062
            
            
            
            210,080Share issue cost
    pool
            
            
            1,865,695
            
            
            
            387,853Tax loss
      carry-forwards
            
            
            5,249,437
            
            
            
            4,346,019(12,326,551
            )
            
            
            (15,061,056
            )Valuation
    allowance
            
            
            (1,064,777
            )
            
            
            (464,170
            )Net future tax
      liabilities
            
            
            (13,391,328
            )
            
            
            (15,525,226
            )








The
Company has non-capital losses of approximately $18 million (2008 - $14 million,
2007 - $12 million), which are available to reduce future taxable income and
which expire between 2010 and 2029.  Subject to certain restrictions
the Company also has mineral property expenditures of approximately $54 million
(2008 – $30 million, 2007 - $11 million) available to reduce taxable income in
future years.





15.
            RELATED
      PARTY TRANSACTIONS





For the
twelve months ended December 31, 2009, the Company paid legal fees to a law
firm, of which a partner is a director of the Company, aggregating to $810,448
(2008 - $198,422, 2007 - $913,422).  The fees are recorded within
professional expenses, mineral property acquisition costs, investments and share
issue costs in these financial statements. As at December 31, 2009, this law
firm is owed $5,000 (2008 - $19,500).  All these transactions were
recorded at their fair value amounts and were incurred in the normal course of
business.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


16.
            COMMITMENTS





a)
            At
      December 31, 2009, the Company has $67,849 in remaining lease payments for
      the use of its Vancouver office to September,
  2010.





b)
            The
      Company is required to make certain cash 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.





17.
            SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES





During
the twelve months ended December 31, 2009, the Company received common shares of
other companies valued at $109,813 (2008 - $183,340, 2007 - $11,722) pursuant to
the terms of property and joint venture agreements.  The Company has
excluded from its investing cash flows $2,873,019 (2008 - $267,830, 2007 -
$814,882) in accounts payable relating to mineral property
costs.  Other non-cash investments included $1,169,985 (2008 -
$209,940, 2007 - $89,688) recorded in property expenditures for stock based
compensation awarded to personnel working on mineral properties and $80,979
(2008 – $nil, 2007 - $nil) recorded in property expenditures for
amortization.





2009
            
            
            2008
            
            
            2007During
      the year, the Company paid and received the following:Interest
      received
            
            $
            149,604
            
            
            $
            689,250
            
            
            $
            794,476Interest
      paid
            
            $
            2,525
            
            
            $
            22,351
            
            
            $
            744Income
      taxes paid
            
            $
            26,505
            
            
            $
            74,000
            
            
            $
            85,000





18.
            SUBSEQUENT
      EVENTS





Subsequent
to the year end, the Company granted 2,604,000 incentive stock options to
employees, directors and contractors at an exercise price equal to the market
value on issue, averaging $5.20, with an expiry term of 5 years.





Subsequent
to the year end, 132,500 incentive stock options were exercised for proceeds of
$171,375.





19.
            RESTATEMENT
      OF FINANCIAL STATEMENTS





During
2009, the Company undertook a review of previously issued financial statements
for the years ended December 31, 2007 and 2008.  As a result of the
items arising from this review, the Company determined that the following
amendments should be reflected in a set of restated financial statements for the
years ended December 31, 2007 and 2008.





The
Company recalculated the foreign exchange gain or loss on translation of future
income tax liabilities arising in subsidiaries with assets located in foreign
jurisdictions and recorded the following:





a)
            A
      foreign exchange loss for the year ended December 31, 2008 of $2,894,204
      and an increase in future income tax liabilities of
    $751,957.





b)
            A
      foreign exchange gain for the year ended December 31, 2007 of $2,142,247
      and a reduction in future income tax liabilities of
      $2,142,247.





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


19.
            RESTATEMENT OF FINANCIAL
      STATEMENTS(continued)





The
effects of the above changes on the Company’s restated financial statements are
summarized as follows:





Reference
            
            As
      previously reported
            
            
            Adjustment
            
            
            As
      restatedBalance
      sheet – December 31, 2008
            
            
            $
            
            
            
            $
            
            
            
            $Future
      income tax liability
            (a)
      and (b)
            
            
            14,774,288
            
            
            
            751,957
            
            
            
            15,525,226Deficit
            (a)
      and (b)
            
            
            (21,351,403
            )
            
            
            (751,957
            )
            
            
            (22,103,360
            )For
      the year ended December 31, 2008:Statement
      of operations and deficitForeign
      exchange (loss)
            (a)
            
            
            -
            
            
            
            (2,894,204
            )
            
            
            (2,894,204
            )Net
      income (loss) for the year
            (a)
            
            
            494,441
            
            
            
            (2,894,204
            )
            
            
            (2,399,763
            )Deficit,
      beginning of the year
            (b)
            
            
            (21,845,844
            
            
            
            2,142,247
            
            
            
            (19,703,597
            )Deficit,
      end of the year
            (a)
      and (b)
            
            
            (21,351,403
            )
            
            
            (751,957
            )
            
            
            (22,103,360
            )Income
      (loss) per share
            (a)
            
            
            0.00
            
            
            
            (0.02
            )
            
            
            (0.02
            )Statement
      of comprehensive lossComprehensive
      loss
            (a)
            
            
            (1,384,306
            )
            
            
            (2,894,204
            )
            
            
            (4,278,510
            )Accumulated
      comprehensive loss, beginning of the year
            (b)
            
            
            (21,296,238
            )
            
            
            (2,142,247
            )
            
            
            (19,153,991
            )Accumulated
      comprehensive loss, end of the year
            (a)
      and (b)
            
            
            (22,680,544
            )
            
            
            (751,957
            )
            
            
            (23,432,501
            )For
      the year ended December 31, 2007:Statement
      of operations and deficitForeign
      exchange gain
            (b)
            
            
            -
            
            
            
            2,142,247
            
            
            
            2,142,247Net
      (loss) for the year
            (b)
            
            
            (2,216,381
            )
            
            
            2,142,247
            
            
            
            (74,134
            )Deficit,
      end of the year
            (b)
            
            
            (21,845,844
            )
            
            
            2,142,247
            
            
            
            (19,703,597
            )Loss
      per share
            (b)
            
            
            (0.02
            )
            
            
            0.02
            
            
            
            (0.00
            )Statement
      of comprehensive lossComprehensive
      income (loss)
            (b)
            
            
            (1,875,328
            )
            
            
            2,142,247
            
            
            
            266,919Accumulated
      comprehensive loss, end of the year
            (b)
            
            
            (21,296,238
            )
            
            
            2,142,247
            
            
            
            (19,153,991
            )





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


20.
            DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES (GAAP)





These
financial statements have been prepared in accordance with Canadian generally
accepted accounting principles (“Canadian GAAP”). Material variations in the
accounting principles, practices and methods used in preparing these financial
statements from principles, practices and methods accepted in the United States
("U.S. GAAP"), and that impact financial statement line items, are described
below.





a)
            Mineral
      property interests and deferred exploration
  costs





Under
Canadian GAAP, costs to maintain property rights (including property options)
and related exploration costs incurred on those properties may be deferred and
subsequently carried at cost prior to a Company having obtained the necessary
data to complete a positive feasibility study, including the preparation of a
cash flow projection in respect to the recoverability of those costs.
Accordingly, while the Company’s projects remain at a pre-feasibility stage of
development, management has elected under Canadian GAAP to defer all maintenance
and exploration costs incurred on them until a property is abandoned, sold, or
upon management determining there to be an impairment in value. Under U.S. GAAP,
prior to the point in time that a positive feasibility report has been completed
in respect to a property, such costs must be expensed as incurred.





b)
            Flow-through
      shares





Under
Canadian income tax legislation, the Company is permitted to issue shares
whereby the Company agrees to incur qualifying expenditures (as defined under
the Canadian Income Tax Act) and renounce the related income tax deductions to
the investors. Under Canadian GAAP, flow-through shares are accounted for as
part of the issuance of capital stock at the price paid for the shares, net of
any future income tax liability (“FIT”). Under US GAAP, SFAS 109 ASC Topic 740,
“Accounting for Income Taxes” (SFAS109), the proceeds should be allocated
between the offering of the shares and the sale of tax benefits when the shares
are offered. The allocation is made based on the difference between the quoted
price of the shares and the amount the investor pays for the flow-through
shares. A liability is recognized initially for the premium paid by the
investors.





For US
GAAP purposes, the difference between the future income tax liability on
renunciation and the premium is recorded as a future income tax expense. For US
GAAP purposes the Company does not have temporary differences as a result of
the requirement that all such costs related to mineral properties
generally be expensed as described in (a) above;  therefore all future
income taxes related to renouncements for Canadian GAAP are reversed through the
statements of operations for US GAAP purposes.





The
reconciling items disclosed herein are in respect to both the recognition of the
tax benefit sale under U.S. GAAP and to the reversal of the required Canadian
GAAP treatment of flow-through share issuances and renunciations.





Also,
notwithstanding there is no specific contractual restrictions or requirements to
segregate the funds received for the flow-through shares, funds that are
unexpended at the consolidated balance sheet dates are considered to be
restricted funds and are not considered to be cash or cash equivalents under the
SEC staff interpretation of US GAAP.  Such amounts would be required
to be disclosed separately in a consolidated balance sheet prepared in
accordance with US GAAP.  As at December 31, 2009 unexpended
flow-through funds were nil (2008 -$5,730,041; 2007 - $9,984,996).





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


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





c)
            Investment
      in companies spun-off





Under US
GAAP certain elements of the warrants and options spun off pursuant to the POA
transaction of December 2006, would be accounted for differently from their
treatment in these financial statements.  Specifically the Company
would generally be required to present all assets acquired and liabilities
assumed at their gross amounts, with no right of offset.  A
significant liability would be recorded in respect to obligations related to
transferred share purchase warrants, an amount


included
in equity under Canadian GAAP.  This liability was extinguished during
2007 as all warrants were exercised. Further, the Company would also record
certain items in Operations and Other Comprehensive Income under US GAAP
relating to certain fair value adjustments required to be made at December 31,
2006.





d)
            Income
      taxes





In June
2006, FASB issued Financial Interpretation No. 48 (ASC 740), Accounting for
Uncertainty in Income Taxes - An Interpretation of SFAS Statement No.
109.  This interpretation provides guidance on recognition and
measurement of uncertainties in income taxes and is effective for the
Corporation’s  fiscal year end.  The adoption of this
Interpretation did not have a significant effect on the Corporation’s results of
operations or financial position.





e)
            Exploration
      stage company





Pursuant
to US GAAP and the guidance of the SEC, the Corporation would be subject to the
disclosure requirements applicable to a development stage enterprise as the
Corporation is devoting its efforts to establishing commercially viable mineral
properties. However, the identification of the Corporation as such for
accounting purposes does not impact the measurement principles applied to these
financial statements.





f)
            Recently
      adopted accounting standards





In July
2009, US GAAP switched to a new codification scheme aimed to simplify US GAAP
accounting research.  The statement is effective for financial
statements issued for interim and annual periods ending after September 15, 2009
and is adopted by the Corporation in these 2009 annual financial
statements.





In May
2009, the FASB issued Statement of Financial Accounting Standards No. 165 (ASC
Subtopic 855-10), Subsequent Events, (“SFAS 165”). The statement is effective
for financial statements ending after June 15, 2009. SFAS 165 establishes
general standards of accounting for and disclosure of subsequent events that
occur after the balance sheet date. The adoption of this standard on January 1,
2009 did not impact the Corporation’s financial statements.





In
December 2007, the FASB issued a revised standard on accounting for business
combinations, SFAS-141R (ASC Topic 805). The statement is effective for periods
beginning on or after December 15, 2008. SFAS-141R requires fair value
measurement for all business acquisitions, including pre-acquisition
contingencies. The standard also expands the existing definition of a business
and removes certain acquisition related costs from the purchase price
consideration.  The provisions of SFAS-141R are effective for the
fiscal year beginning January 1, 2009.  The adoption of this standard
did not impact the Corporation’s financial statements.





In
December 2007, the FASB issued SFAS-160 (ASC Topic 805), “Non-controlling
Interests in Consolidated Financial Statements” (“SFAS-160”), which specifies
that non-controlling interests are to be treated as a separate component of
equity, not as a liability or other item outside of equity. Because
non-controlling interests are an element of equity, increases and decreases in
the parent’s ownership interest that leave control intact are accounted for as
capital transactions. The statement is effective for business combinations
entered into on or after December 15, 2008, and is to be applied prospectively
to all non-controlling interests, including any that arose before the effective
date. The adoption of this standard on January 1, 2009 did not impact
the Corporation’s financial statements.


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


20.
            DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (GAAP)(continued)





g)
            Consolidated
      statement of cash flows





Pursuant
to US GAAP and the guidance of the SEC, the Corporation would be subject to the
disclosure requirements applicable to a development stage enterprise as the
Corporation is devoting its efforts to establishing commercially viable mineral
properties. However, the identification of the Corporation as such for
accounting purposes does not impact the measurement principles applied to these
financial statements.





The
Corporation has included a subtotal in cash flows from operating activities.
Under US GAAP, no such subtotal would be disclosed.





For
Canadian GAAP, cash flows relating to mineral property costs are reported as
investing activities. For US GAAP, these costs would be characterized as
operating activities.





h)
            Recently
      issued pronouncements





In August
2009, FASB amended SFAS 157 (Codified within ASC 820). The amendments address
the impact of transfer restrictions on the fair value of a liability and the
ability to use the fair value of a liability that is traded as an asset as an
input to the valuation of the underlying liability. The amended standard also
clarifies the application of certain valuation techniques. This standard is
effective for interim and annual periods beginning after August 26, 2009. This
standard is not expected to affect the Company’s consolidated financial
statements.





In June
2009, FASB issued SFAS 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS
167”, not yet included in Codification). SFAS 167 eliminates FASB Interpretation
46(R)’s exceptions to consolidating qualifying special-purpose entities,
contains new criteria for determining the primary beneficiary, and increases the
frequency of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity. SFAS 167 also contains a new
requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entity’s status as a variable interest entity, a
company’s power over a variable interest entity, or a company’s obligation to
absorb losses or its right to receive benefits of an entity must be disregarded
in applying FASB Interpretation 46(R)’s provisions. The elimination of the
qualifying special-purpose entity concept and its consolidation exceptions means
more entities will be subject to consolidation assessments and reassessments.
SFAS 167 is effective for fiscal years beginning after November 15, 2009, and
for interim periods within that first period, with earlier adoption prohibited.
This standard is not expected to affect the Company’s consolidated financial
statements.





In June
2009, the FASB issued SFAS 166, “Accounting for Transfers of Financial Assets —
an amendment of FASB Statement No. 140” (“SFAS 166”, not yet included in
Codification). SFAS 166 eliminates the concept of a qualifying special-purpose
entity, creates more stringent conditions for reporting a transfer of a portion
of a financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor’s interest in transferred
financial assets. SFAS 166 will be effective for transfers of financial assets
in fiscal years beginning after November 15, 2009 and in interim periods within
those fiscal years with earlier adoption prohibited. This standard is not
expected to affect the Company’s consolidated financial
statements.


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


20.
            DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)
      (continued)





The
impact of these differences in respect to these financial statements is
quantified below as they apply to financial statement line items





Balance
      Sheets
            Note
      reference
            
            2009
            
            
            2008
            
            
            2007Restated
              Note
      19
            
            
            Restated
              Note
      19$
            
            
            
            $
            
            
            
            $Investments
      - companies spun off - Canadian GAAP
            
            
            
            168,694
            
            
            
            153,400
            
            
            
            439,629Net fair value and related
      adjustments
            (c)
            
            
            -
            
            
            
            -
            
            
            
            118,675Investment in companies spun
      off - US GAAP
            
            
            
            168,694
            
            
            
            153,400
            
            
            
            558,304Mineral
      property costs - Canadian GAAP
            
            
            
            114,209,833
            
            
            
            82,862,073
            
            
            
            66,157,058Mineral property costs
      expensed under US GAAP
            (a)
            
            
            (70,833,206
            )
            
            
            (39,485,446
            )
            
            
            (22,780,431
            )Mineral property costs - US
      GAAP
            
            
            
            43,376,627
            
            
            
            43,376,627
            
            
            
            43,376,627Other
      liabilities - Canadian GAAP
            
            
            
            -
            
            
            
            -
            
            
            
            -Aggregate
      liabilities assumed on spin-off transaction
            (c)
            
            
            5,289
            
            
            
            13,753
            
            
            
            270,619Other liabilities - US
      GAAP
            
            
            
            5,289
            
            
            
            13,753
            
            
            
            270,619Flow-through
      share tax liability – Canadian GAAP
            
            
            
            -
            
            
            
            -
            
            
            
            -Future
      tax related to premium on flow-through financing
            (b)
            
            
            -
            
            
            
            1,217,593
            
            
            
            1,789,652Flow-through
      share tax liability – US GAAP
            
            
            
            -
            
            
            
            1,217,593
            
            
            
            1,789,652Share
      capital - Canadian GAAP
            
            
            
            246,391,590
            
            
            
            109,912,429
            
            
            
            103,572,229Adjustment
      to reverse entry for spin-off of Paragon assets
            (a)
            
            
            6,979,704
            
            
            
            6,979,704
            
            
            
            6,979,704Future
      tax related to premium on flow-through financing
            (b)
            
            
            (3,007,245
            )
            
            
            (3,007,245
            )
            
            
            (1,789,652
            )Adjustment
      to reinstate Canadian GAAP FIT recovery to share capital
            (b)
            
            
            6,440,882
            
            
            
            4,797,132
            
            
            
            1,521,343Share
      capital – US GAAP
            
            
            
            256,804,931
            
            
            
            118,682,020
            
            
            
            110,283,624Opening
      deficit - Canadian GAAP
            
            
            
            22,103,360
            
            
            
            19,703,597
            
            
            
            19,629,463Net
      historical adjustments - US GAAP
            (a)
            
            
            49,486,380
            
            
            
            31,344,049
            
            
            
            23,016,331Opening
      deficit - US GAAP
            
            
            
            71,589,740
            
            
            
            51,047,946
            
            
            
            42,645,794Accumulated
      other comprehensive income (loss) – Canadian GAAP
            
            
            
            (785,842
            )
            
            
            (1,329,141
            )
            
            
            549,606Adjustment
      to reflect net fair value measurements at each year end.
            (c)
            
            
            -
            
            
            
            -
            
            
            
            (89,373
            )Accumulated
      other comprehensive income (loss) - US GAAP
            
            
            
            (785,842
            )
            
            
            (1,329,141
            )
            
            
            460,233





--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


20.
            DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (GAAP)(continued)





Operations
      Statements
            Note
              reference
            
            2009
            
            
            2008
            
            
            2007Restated
              Note
      19
            
            
            Restated
              Note
      19$
            
            
            
            $
            
            
            
            $FIT
      recovery - Canadian GAAP
            
            
            
            1,645,615
            
            
            
            3,276,809
            
            
            
            23,560Adjustments
      to FIT recoveries
            (b)
            
            
            (426,157
            )
            
            
            (1,486,137
            )
            
            
            -FIT
      (expensed) recovery under US GAAP
            
            
            
            1,219,458
            
            
            
            1,790,672
            
            
            
            23,560Stock-based
      compensation expense - Canadian GAAP
            
            
            
            1,638,418
            
            
            
            659,806
            
            
            
            576,605Adjustment
      to fair value certain spin-off related items
            (c)
            
            
            (8,461
            )
            
            
            (256,869
            )
            
            
            151,944Stock-based
      compensation expense - US GAAP
            
            
            
            1,629,957
            
            
            
            402,937
            
            
            
            728,549Mineral
      property costs written off - Canadian GAAP
            
            
            
            -
            
            
            
            -
            
            
            
            224,695Under
      US GAAP such expenses not initially capitalized
            (a)
            
            
            -
            
            
            
            -
            
            
            
            (224,695
            )Mineral
      property costs written off under US GAAP
            
            
            
            -
            
            
            
            -
            
            
            
            -Mineral
      property costs expensed - Canadian GAAP
            
            
            
            212,265
            
            
            
            232,932
            
            
            
            189,027Under
      Canadian GAAP policy such costs initially deferred
            (a)
            
            
            31,347,760
            
            
            
            16,705,015
            
            
            
            7,068,153Net
      mineral property costs expensed  – US GAAP
            
            
            
            31,560,025
            
            
            
            16,937,947
            
            
            
            7,257,180





Statements
      of Cash Flows
            Note
              reference
            
            2009
            
            
            2008
            
            
            2007Restated
              Note
      19
            
            
            Restated
              Note
      19$
            
            
            
            $
            
            
            
            $Cash
      provided by (used in) operating activities, under Canadian
      GAAP
            
            
            
            (3,118,912
            )
            
            
            (1,253,264
            )
            
            
            (1,534,976
            )Adjustment
      for mineral properties and deferred exploration
            (g)
            
            
            (27,611,890
            )
            
            
            (16,893,521
            )
            
            
            (11,415,083
            )Cash
      used in operating activities, under US GAAP
            
            
            
            (30,730,802
            )
            
            
            (18,146,785
            )
            
            
            (12,950,059
            )Cash
      provided by (used in) investing activities, under Canadian
      GAAP
            
            
            
            (150,309,553
            )
            
            
            (4,342,536
            )
            
            
            (18,110,324
            )Adjustment
      for mineral properties and deferred exploration
            (g)
            
            
            27,611,890
            
            
            
            16,893,521
            
            
            
            11,415,083Cash
      provided by (used in) investing activities, under US GAAP
            
            
            
            (122,697,663
            )
            
            
            12,550,985
            
            
            
            (6,695,241
            )


--
 
 RUBICON
MINERALS CORPORATION
 Notes to
the Consolidated Financial Statements
 December
31, 2009, 2008 and 2007
 (Stated
in Canadian Dollars)


20.
            DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (GAAP)(continued)





Statements
      of Cash Flows
            Note
              reference
            
            2009
            
            
            2008
            
            
            2007Restated
              Note
      19
            
            
            Restated
              Note
      19$
            
            
            
            $
            
            
            
            $Cash
      provided by financing activities, under Canadian GAAP
            
            
            
            137,052,115
            
            
            
            9,558,240
            
            
            
            27,202,929Change
      in restricted cash from issuance of flow-through shares
            (b)
            
            
            -
            
            
            
            4,254,955
            
            
            
            (9,984,996
            )Cash
      provided by financing activities, under US GAAP
            
            
            
            137,052,115
            
            
            
            13,813,195
            
            
            
            17,217,933Cash
      and cash equivalents, end of year, Canadian GAAP
            
            
            
            2,377,398
            
            
            
            18,753,749
            
            
            
            14,791,309Restricted
      cash from issue of flow-through shares
            (b)
            
            
            -
            
            
            
            (5,730,041
            )
            
            
            (9,984,996
            )Cash
      and cash equivalents, end of year, US GAAP
            
            
            
            2,377,398
            
            
            
            13,023,708
            
            
            
            4,806,313





The
following is comparative disclosure of the application of US GAAP as described
above to certain other line items in these consolidated financial
statements:





2009
            
            
            2008
            
            
            2007Restated
      Note 19
            
            
            Restated
      Note 19Canadian
      GAAP
            
            
            US
      GAAP
            
            
            Canadian
      GAAP
            
            
            US
      GAAP
            
            
            Canadian
      GAAP
            
            
            US
      GAAP$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Total
      assets
            
            
            246,126,912
            
            
            
            175,293,706
            
            
            
            106,834,083
            
            
            
            67,348,637
            
            
            
            101,017,670
            
            
            
            78,355,914Total
      liabilities
            
            
            18,810,404
            
            
            
            17,435,616
            
            
            
            16,341,222
            
            
            
            17,572,568
            
            
            
            13,517,171
            
            
            
            15,557,442Total
      shareholders’ equity
            
            
            227,316,508
            
            
            
            157,858,091
            
            
            
            90,492,861
            
            
            
            49,776,069
            
            
            
            87,500,499
            
            
            
            62,778,472Net
      income (loss)
            
            
            (2,211,452
            )
            
            
            (32,321,785
            )
            
            
            (2,399,763
            )
            
            
            (20,334,046
            )
            
            
            (74,134
            )
            
            
            (7,069,536
            )Income
      (loss) per share
            
            
            (0.00
            )
            
            
            (0.17
            )
            
            
            (0.02
            )
            
            
            (.14
            )
            
            
            (0.00
            )
            
            
            (0.06
            )Net
      cash flows to  operating activities
            
            
            3,118,912
            
            
            
            30,730,802
            
            
            
            1,253,264
            
            
            
            18,146,785
            
            
            
            1,534,976
            
            
            
            12,950,059Net
      cash flows (to)from investing activities
            
            
            (150,309,553
            )
            
            
            (122,697,663
            )
            
            
            (4,342,536
            )
            
            
            12,550,985
            
            
            
            (18,110,324
            )
            
            
            (6,695,241
            )Net
      cash flows from financing activities
            
            
            137,052,114
            
            
            
            137,052,114
            
            
            
            9,558,240
            
            
            
            13,813,195
            
            
            
            27,202,929
            
            
            
            17,217,933





--