---

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 20-F

(Mark One)



OR

ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
        For the fiscal year
ended______December 31, 2003

OR

TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
______________________ to ______________________

Commission file
number ___________0-13066

RUBICON MINERALS
CORPORATION(Exact name of Registrant as specified in its charter)

BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)

888 - 1100 Melville Street, Vancouver,
British Columbia, V6E 4A6, Canada(Address of principal executive offices)

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

Title of each class
      Name of each
      exchange on which registered


> None

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

Common_shares, no par value(Title of Class)

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

- 1 -

---

None(Title of Class)
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report. 52,184,631 common shares as of December 31,
2003.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YesNo

Indicate by check mark which financial statement item the
registrant has elected to follow.

Item 17  
 Item 18



- 2 -

---

TABLE OF CONTENTS

|                                                                   |                                                             |   
|------------------------------------------------------------------ | ----------------------------------------------------------- | --
|Glossary of Terms                                                  | 5                                                          
|                                                                   |                                                             |   
|Forward
    Looking Statements                                     | 10                                                         
|                                                                   |                                                             |   
|Item 1
    - Identity of Directors, Senior Management and Advisers | 11                                                         
|                                                                   |                                                             |   
|A                                                                  | Directors and
    Senior Management                         | 11
|B                                                                  | Advisers                                                    | 11
|C                                                                  | Auditors                                                    | 11
|                                                                   |                                                             |   
|Item 2
    - Offer Statistics and Expected Timetable               | 9                                                          
|                                                                   |                                                             |   
|Item 3
    - Key Information                                       | 11                                                         
|                                                                   |                                                             |   
|A                                                                  | Selected Financial
    Data                                 | 11
|B                                                                  | Capitalization and
    Indebtedness                         | 13
|C                                                                  | Reasons for the
    Offer and Use of Proceeds               | 13
|D                                                                  | Risk Factors                                                | 14
|                                                                   |                                                             |   
|Item 4
    - Information on the Company                            | 19                                                         
|                                                                   |                                                             |   
|A                                                                  | History and
    Development of the Company                  | 19
|B                                                                  | Business Overview                                           | 22
|C                                                                  | Organizational
    Structure                                | 23
|D                                                                  | Property, Plants
    and Equipment                          | 23
|                                                                   | McFinley Gold
    Project, Ontario                          | 23
|                                                                   | Golden Promise
    Trend Properties, Newfoundland           | 25
|                                                                   | Other Properties                                            | 26
|                                                                   |                                                             |   
|Item 5
    - Operating and Financial Review and Prospects          | 33                                                         
|                                                                   |                                                             |   
|A                                                                  | Operating Results                                           | 35
|B                                                                  | Liquidity and
    Capital Resources                         | 36
|C                                                                  | Research and
    Development, Patents and Licenses, etc     | 38
|D                                                                  | Trend Information                                           | 38
|                                                                   |                                                             |   
|Item 6.
    - Directors, Senior Management and Employees           | 38                                                         
|                                                                   |                                                             |   
|A                                                                  | Directors and
    Senior Management                         | 38
|B                                                                  | Compensation                                                | 40
|C                                                                  | Board Practices                                             | 43
|D                                                                  | Employees                                                   | 46
|E                                                                  | Share Ownership                                             | 46
|                                                                   |                                                             |   
|Item 7
    - Major Shareholders and Related Party Transactions     | 47                                                         
|                                                                   |                                                             |   
|A                                                                  | Major Shareholders                                          | 47
|B                                                                  | Related Party
    Transactions                              | 48
|C                                                                  | Interests of
    Experts and Counsel                        | 49
|                                                                   |                                                             |   
|Item 8
    - Financial Information                                 | 49                                                         
|                                                                   |                                                             |   
|A                                                                  | Consolidated
    Statements and Other Financial Information | 49
|B                                                                  | Significant Changes                                         | 50
|                                                                   |                                                             |   

- 3 -

---



|                                                                                               |                                                              |   
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --
|Item 9
    - The Offer and Listing                                                             | 50                                                          
|                                                                                               |                                                              |   
|A                                                                                              | Offer and Listing
    Details                                | 50
|C                                                                                              | Markets                                                      | 52
|                                                                                               |                                                              |   
|Item 10
    - Additional Information                                                           | 53                                                          
|                                                                                               |                                                              |   
|A                                                                                              | Share Capital                                                | 53
|B                                                                                              | Memorandum and
    Articles of Association                   | 53
|C                                                                                              | Material Contracts                                           | 53
|D                                                                                              | Exchange Controls                                            | 53
|E                                                                                              | Taxation                                                     | 53
|F                                                                                              | Dividends and
    Paying Agents                              | 59
|G                                                                                              | Statement by
    Experts                                     | 59
|H                                                                                              | Documents on
    Display                                     | 59
|I                                                                                              | Subsidiary
    Information                                   | 59
|                                                                                               |                                                              |   
|Item 11
    - Quantitative and Qualitative Disclosures About Market Risk                       | 59                                                          
|                                                                                               |                                                              |   
|Item 12
    - Description of Securities Other than Equity Securities                           | 59                                                          
|                                                                                               |                                                              |   
|Item 13
    - Defaults, Dividend Arrearages and Delinquencies                                  | 60                                                          
|                                                                                               |                                                              |   
|Item 14
    - Material Modifications to the Rights of Security Holders and Use of
    Proceeds | 60                                                          
|                                                                                               |                                                              |   
|Item 15
    - Controls and Procedures                                                          | 60                                                          
|                                                                                               |                                                              |   
|Item 16                                                                                        |                                                              | 60
|A.                                                                                             | Audit Committee
    Financial Expert                         | 60
|B.                                                                                             | Code of Ethics                                               | 61
|C.                                                                                             | Principal
    Accounting Fees and Services                   | 61
|D.                                                                                             | Exemption from the
    Listing Standards for Audit Commitees | 61
|                                                                                               |                                                              |   
|Item 17
    - Financial Statements                                                             | 62                                                          
|                                                                                               |                                                              |   
|Item 18
    - Financial Statements                                                             | 88                                                          
|                                                                                               |                                                              |   
|Item 19
    - Exhibits                                                                         | 89                                                          
|                                                                                               |                                                              |   
|CERTIFICATIONS                                                                                 | 231                                                         
|                                                                                               |                                                              |   

- 4 -

---



GLOSSARY OF TERMS

Certain terms used herein are defined as follows:

Corporate Terms

"Commission"

"Company" means Rubicon Minerals Corporation;

"Company Act" means the Company Act
(British Columbia);

"Exchange" means the TSX Venture Exchange
(formerly the Canadian Venture Exchange)

"Form" means this Form 20-F Annual Report;

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

"RML" means Rubicon Management Ltd.;

"Rubicon USA"means Rubicon Minerals USA Inc.;

"Securities Act" means the Securities Act (British
Columbia);

"Shares" means the common shares of the Company as constituted
at the date hereof; and

"TSX-V"means the TSX Venture Exchange "TSX"
means the Toronto Stock Exchnage

"Vend-In Agreement" means the Vend-In Agreement dated effective
August 1, 1996 between RML and the Company pursuant to which RML sold and
assigned certain interests in mineral properties and other assets to the
Company.

- 5 -

---

Geological Terms
"Ag" - silver;
"ankerite" - a carbonate mineral with the chemical formula (Ca, Mg,
Fe) CO3;
"Archean" - geological ages older than 2.4 billion years;
"arsenopyrite"- a sulphide of arsenic and iron having the
chemical formula FeAsS;

"Au" - gold;

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

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

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

"clastic"means a
sedimentary rock composed primarily from fragments of preexisting rocks or
fossils;

"Cu" - copper;

"disseminated"-
mineralization scattered through a volume of host rock;

"EM" - electromagnetic (a
type of geophysical survey);

"felsic"- light-coloured
silicate minerals such as quartz, feldspar and feldspathoids;

"float" - a rock which
has been transported from its bedrock source;

"flows" - volcanic rocks
which were formed on the surface of the earth;

"grab sample"- a
selected sample taken from a specific location which is not necessarily
representative;

"hydrothermal alteration"
- alteration of a rock which involves heated or superheated water;

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

"Inferred Mineral Resource" - (NI43-101 definition)-that
part of a "Mineral Resource" for which quantity and grade or quality can be
estimated on the basis of geological evidence and limited sampling and
reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes. "Inferred mineral resource" is not a defined term under
standards in the United States. As such, information contained in this report
concerning descriptions of mineralization and resources under Canadian standards
may not be comparable to similar information made public by U.S. companies
subject to the reporting and disclosure requirements of the Securities and
Exchange Commission. "Inferred mineral resources" have a great amount of
uncertainty as to their existence and a great uncertainty as to their economic
and legal feasibility. It cannot be assumed that all or any part of an "inferred
mineral resource" will ever be upgraded to a higher category. Investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves.

"interflow" - rocks that occur between flows;

- 6 -

---

"intrusive" - a body of igneous rock formed by the consolidation of
magma intruded into other rocks, in contrast to lavas, which are extruded upon
the surface;
"IP" - induced polarization (a type of geophysical survey);
"komatiite" - a rock with distinct textural features (e.g. spinifex
texture) and chemical composition (i.e. high magnesium oxide, >18% MgO);
"mafic" - a term used to describe ferromagnesian-rich minerals and
rocks;
"magnetite" - an oxide or iron, formula Fe3O4;

"Measured Mineral Resource" - NI-43-101 definition - that part
of a "Mineral Resource" for which quantity, grade or quality, densities, shape,
physical characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support production planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity;"Mineral Resource"
-
NI43-101 definition - a concentration or occurrence of natural, solid, inorganic
or fossilized organic material in or on the Earth's crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge;

"Mineral Reserve" - NI43-101 definition - A Mineral reserve is
the economically mineable part of a "Measured" or "Indicated Mineral Resource"
demonstrated by at least a Preliminary Feasibility Study. This Study must
include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. A Mineral Reserve includes diluting materials and
allowances for losses that may occur when the material is Mined. CIM standards
differ from United States standards. Under United States standards, a "reserve"
is defined as a part of a mineral deposit which could be economically and
legally extracted or produced at the time the mineral reserve determination is
made, where "economically" implies that profitable extraction or production has
been established or analytically demonstrated to be viable and justifiable under
reasonable investment and market assumptions, and while "legally" does not imply
that all permits needed for mining and processing have been obtained or that
other legal issues have been completely resolved, for a reserve to exist, there
should be a reasonable certainty based on applicable laws and regulations that
issuance of permits or resolution of legal issues can be accomplished in a
timely manner;

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

"NSR" - means net smelter returns royalty;

"Ordovician"- the geological period commencing 500 million
years ago and lasting approximately 75 million years;

"oz/ton"- ounces per short ton;

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

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

"ppm" - parts per million;

- 7 -

---

"pyrite" - an iron sulphide mineral with the chemical formula FeS2;
"pyrrhotite"- an iron bearing sulphide mineral having the
chemical formula Fe1-xS;
"quartz-carbonate" - a mineral containing the carbonyl ion CO-3,
as in the mineral calcite CaCO3;

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

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

"stratabound"- contained within beds or layers of rock;

"stratigraphic"means the composition, sequence and correlation
of stratified rocks;

"trench"
- an excavated and/or blasted depression
of rock forming a trench;

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

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

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

"volcanogenic" - genetically associated with volcanism;

"VMS" - volcanogenic massive sulphide; and

"Zn" - zinc.

- 8 -

---



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


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

- 9 -

---

FORWARD-LOOKING STATEMENTSThis report contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 concerning the
Company's plans at its McFinley and Golden Promise mineral properties, and other
matters. These statements relate to analyses and other information that are
based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.
Statements concerning reserves and mineral resource estimates
may also be deemed to constitute forward-looking statements to the extent that
they involve estimates of the mineralization that will be encountered if the
property is developed, and in the case of mineral reserves, such statements
reflect the conclusion based on certain assumptions that the mineral deposit can
be economically exploited. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always,
using words or phrases such as "expects" or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "estimates" or "intends", or
stating that certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved) are not statements of historical fact
and may be "forward-looking statements." Forward-looking statements are subject
to a variety of risks and uncertainties which could cause actual events or
results to differ from those reflected in the forward-looking statements,
including, without limitation:risks and uncertainties
  relating to the interpretation of drill results, the geology, grade and
  continuity of mineral deposits;results of initial
  feasibility, prefeasibility and feasibility studies, and the possibility that
  future exploration, development or mining results will not be consistent with
  the Company's expectations;mining and development risks,
  including risks related to accidents, equipment breakdowns, labour disputes or
  other unanticipated difficulties with or interruptions in production;the potential for delays in
  exploration or development activities or the completion of feasibility
  studies;risks related to the inherent
  uncertainty of production and cost estimates and the potential for unexpected
  costs and expenses;risks related to commodity
  price fluctuations;the uncertainty of
  profitability based upon the Company's history of losses;risks related to failure to
  obtain adequate financing on a timely basis and on acceptable terms;

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

- 10 -

---

PART I
Item 1. Identity of Directors, Senior Management and Advisers
A. Directors and Senior ManagementNot required when filing Form
20-F as an annual report.

B. Advisers

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

C. Auditors

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

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. Selected Financial Data

The selected financial data of the Company for the fiscal
years ended December 31, 2003, 2002, 2001, 2000 and 1999 were derived from the
consolidated financial statements of the Company which have been audited by De
Visser Gray, formerly De Visser & Company, independent Chartered Accountants, as
indicated in their report which is included elsewhere in this document (see
"Item 17 - Financial Statements").

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

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

- 11 -

---

Summary of Financial Data (in Canadian dollars)

|                             | 2003          | 2002          | 2001           | 2000         | 1999        
|---------------------------- | ------------- | ------------- | -------------- | ------------ | ------------
|                             | (audited)     | (audited)     | (audited)      | (audited)    | (audited)   
|                             |               |               |                |              |             
|Revenue                      | Nil           | Nil           | Nil            | Nil          | Nil         
|                             |               |               |                |              |             
|General and Administrative   |               |               |                |              |             
|Expenses                     | $2,312,394(1) | $1,102,112(2) | $2,770,590 (3) | $451,364     | $379,934    
|                             |               |               |                |              |             
|Net Loss                     | ($2,312,294)  | ($1,102,112)  | ($2,770,590)   | ($451,364)   | ($379,934)  
|                             |               |               |                |              |             
|Deferred Exploration and     |               |               |                |              |             
|Mineral Property             |               |               |                |              |             
|Acquisition                  | $7,167,058    | $5,768,901    | $1,863,819     | $2,327,884   | $2,057,134  
|Exploration                  | $10,109,760   | $6,489,212    | $4,140,726     | $4,949,928   | $4,446,756  
|                             |               |               |                |              |             
|Working Capital              | $11,545,577   | $795,947      | $1,002,023     | $1,079,388   | $366,818    
|                             |               |               |                |              |             
|Net Assets                   | $28,550,737   | $13,133,133   | $6,582,050     | $8,494,569   | $7,132,857  
|                             |               |               |                |              |             
|Total Assets                 | $29,963,297   | $13,687,005   | $6,716,375     | $8,641,374   | $7,237,128  
|                             |               |               |                |              |             
|Long Term Liabilities        | Nil           | Nil           | Nil            | Nil          | Nil         
|Share Capital                | $35,911,629   | $18,737,677   | $11,281,967    | $10,030,775  | $8,298,135  
|Deficit                      | ($8,114,423)  | ($5,802,029)  | ($4,227,765)   | ($1,929,327) | ($1,477,963)
|Number Common                |               |               |                |              |             
|Shares
    Outstanding       | 52,184,631    | 34,032,251    | 23,398,867     | 19,508,509   | 15,593,509  
|                             |               |               |                |              |             
|Dividends Declared per Share |               |               |                |              |             
|($U.S./$CDN)                 | Nil           | Nil           | Nil            | Nil          | Nil         
|                             |               |               |                |              |             
|Loss per Share               | ($0.05)       | ($0.04)       | ($0.14)        | ($0.03)      | ($0.03)     

Notes:(1) $432,915attributed to partial and full property write-offs. (2) $171,358 attributed to partial and full property write-offs. (3) $2,301,336 attributed to partial and full property write-offs.

Under Canadian GAAP applicable to junior mining exploration
companies, mineral exploration expenditures are deferred on prospective
properties until such time as it is determined that further exploration is not
warranted, at which time the property costs are written-off. Under U.S. GAAP,
all exploration expenditures are expensed until an independent feasibility study
has determined that the property is capable of economic commercial production.
The following information has been adjusted for U.S. GAAP.

|                     | 2003         | 2002         | 2001         | 2000       | 1999        
|-------------------- | ------------ | ------------ | ------------ | ---------- | ------------
|                     | (audited)    | (audited)    | (audited)    | (audited)  | (audited)   
|                     |              |              |              |            |             
|Operating Revenues   | Nil          | Nil          | Nil          | Nil        | Nil         
|                     |              |              |              |            |             
|Loss from Operations | ($6,851,099) | ($7,827,832) | ($1,333,672) | ($882,634) | ($2,271,995)

- 12 -

---



|Loss from Continuing     |              |              |              |            |             
|------------------------ | ------------ | ------------ | ------------ | ---------- | ------------
|Operations               | ($6,851,099) | ($7,827,832) | ($1,333,672) | ($882,634) | ($2,271,995)
|                         |              |              |              |            |             
|Net Loss from Operations |              |              |              |            |             
|per Share                | ($0.16)      | ($0.25)      | ($0.07)      | ($0.05)    | ($0.18)     
|                         |              |              |              |            |             
|Net Assets               | $11,273,916  | $875,020     | $1,049,657   | $1,529,442 | $2,186,086  
|                         |              |              |              |            |             
|Capital Stock (1)        | $35,173,193  | $18,579,241  | $11,123,531  | $9,872,339 | $8,597,555  
|                         |              |              |              |            |             
|Net Loss per Share       | ($0.16)      | ($0.25)      | ($0.07)      | ($0.05)    | ($0.18)     

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

Exchange Rate Information

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

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

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

|            |        |        |        |        |       
|----------- | ------ | ------ | ------ | ------ | ------
|            | 2003   | 2002   | 2001   | 2000   | 1999  
|Average for |        |        |        |        |       
|Period      | 0.7136 | 0.6369 | 0.6458 | 0.6725 | 0.6744

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

|         |        | 2004   |          | 2003   
|-------- | ------ | ------ | -------- | -------
|         |        |        |          |        
|         | April  | March  | February | January
|High for |        |        |          |        
|Period   | 0.7637 | 0.7635 | 0.7629   | 0.7880 
|         |        |        |          |        
|Low for  |        |        |          |        
|Period   | 0.7301 | 0.7418 | 0.7439   | 0.7496 

The information set forth in this Form is as at May 30, 2003
unless an earlier or later date is indicated. On April 29, 2004, the noon rate
of exchange, as reported by the Federal Reserve Bank of New York for the
conversion of US dollars into Canadian dollars was $ (US.$1.00 = Cdn$0.73).

B. Capitalization and Indebtedness

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

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

- 13 -

---



D. Risk Factors

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

Mineral Exploration and Development

The Company's properties are in the exploration stage and are
without a known body of commercial ore. Development of any of the Company's
properties will only follow upon obtaining satisfactory exploration results.
Mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.
There is no assurance that the Company's mineral exploration activities will
result in the discovery of a body of commercial ore on any of its properties.
Several years may pass between the discovery of a deposit and its exploitation.
Most exploration projects do not result in the discovery of commercially mineable mineralized deposits.

Operating Hazards and Risks

Mineral exploration involves many risks. The operations in
which the Company has a direct or indirect interest will be subject to all the
hazards and risks normally incidental to exploration, any of which could result
in work stoppages and damage to persons or property or the environment and
possible legal liability for any and all damage. Fires, power outages, labour
disruptions, flooding, land slides and the inability to obtain suitable or
adequate machinery, equipment or labour are some of the risks involved in the
conduct of exploration programs.

Environmental Factors

The Company conducts exploration activities in the Canadian
Provinces of Ontario, Newfoundland, British Columbia, Nunavut Territory and
through its majority owned subsidiary, Toquima Minerals Corporation, the
American States of Alaska and Nevada. Such activities are subject to various
laws, rules and regulations governing the protection of the environment,
including, in some cases, posting of reclamation bonds. In Canada, extensive
environmental legislation has been enacted by federal and provincial
governments. Such legislation imposes rigorous standards on the mining industry
to reduce or eliminate the effects of wastes generated by extraction and
processing operations and subsequently deposited on the ground or emitted into
the air or water. All phases of the Company's operations are subject to
environmental regulation in the jurisdictions in which it operates.
Environmental legislation is evolving in a manner which requires stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed properties and a heightened
degree of responsibility for companies and their officers, directors and
employees. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect the Company's operations. The cost
of compliance with changes in governmental regulations has the potential to
preclude entirely the economic development of a property.

The Company is able to conduct its exploration within the
provisions of the applicable environmental legislation without undue constraint
on its ability to carry on efficient operations. The estimated annual cost of
environmental compliance for all properties held by the Company in the
exploration stage is $30,000 and pertains primarily to carrying out diamond
drilling and stripping.

Environmental hazards may exist on the Company's properties, which hazards
are unknown to the Company at present, which have been caused by previous or
existing owners or operators of the properties.

On the McFinley Gold Project, there are a number of mine
structures (headframe, bulk sample process plant) and mine features (tailings
and settling ponds, rock dumps). The Company is in the option phase of its
agreement on the property, and is currently conducting general rehabilitation
activities to ensure the site is safe and secure. There are no immediate
environmental concerns or significant liabilities based on consulting reports
from URS Corporation and AMEC Engineering. Relatively minor environmental issues
exist that can readily be addressed on final closure of the site. Water quality
in the receiving environment meets prevailing norms.

See also "Governmental Regulation" below.

- 14 -

---

Additional Financing and Agreements with Other Parties

The Company has sufficient financial resources to undertake
by itself all a certain amount of exploration on its principal properties. The
Company relies on corporate partners to fund a number of its properties in
Ontario and Newfoundland. The total exploration of the Company's properties
depends on the Company's ability to obtain additional required financing. The
Company has limited financial resources and there is no assurance that
additional funding will be available to allow the Company to fulfill its
obligations on existing exploration or joint venture properties. Failure to
obtain additional financing could result in delay or indefinite postponement of
further exploration and the possible, partial or total loss of the Company's
interest in certain properties. The Company may, in the future, be unable to
meet its share of costs incurred under agreements to which it is a party and the
Company may consequently have its interest in the properties subject to such
agreements reduced. Furthermore, if other parties to such agreements do not meet
their share of such costs, the Company may be unable to finance the cost
required to complete recommended programs.
The details of the Company's current commitments and the properties subject
to those commitments can be found in the Notes to the Company's audited
financial statements
Competition

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

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

Exploration activities on the Company's properties are
affected to varying degrees by: (i) government regulations relating to such
matters as environmental protection, health, safety and labour; (ii) mining law
reform; (iii) restrictions on production, price controls, and tax increases;
(iv) maintenance of claims; (v) tenure; and (vi) expropriation of property.
There is no assurance that future changes in such regulation, if any, will not
adversely affect the Company's operations. Changes in such regulation could
result in additional expenses and capital expenditures, availability of capital,
competition, reserve uncertainty, potential conflicts of interest, title risks,
dilution, and restrictions and delays in operations, the extent of which cannot
be predicted.
The Company is at the exploration stage on all of its
properties. Exploration on the Company's properties requires responsible best
exploration practices to comply with company policy, government regulations,
maintenance of claims and tenure. The Company is required to be registered to do
business and have a valid prospecting license (required to prospect or explore
for minerals on Crown Mineral Land or to stake a claim) in any Canadian province
in which it is carrying out work. Mineral exploration primarily falls under
provincial jurisdiction. However, the Company is also required to follow the
regulations pertaining to the mineral exploration industry that fall under
federal jurisdiction, such as the Fish and Wildlife Act.
If any of the Company's projects are advanced to the
development stage, those operations will also be subject to various laws and
regulations concerning development, production, taxes, labour standards,
environmental protection, mine safety and other matters.
- 15 -

---

Newfoundland

Legislation and regulations implemented by the Newfoundland
Department of Mines and Energy directly affect the mining industry in the
Province of Newfoundland and Labrador where the Company holds some of its
mineral claims. In particular, the Company must provide prior notice and a
description of the planned exploration work and receive written approval before
the commencement of the exploration work.
Exploration work which involves mechanized activities such as
drilling, trenching, heavy mineral studies, airborne geophysical surveys,
extensive use of off road vehicles, establishment of a camp or other activities
capable of causing ground disturbance, water quality impairments or disruption
to wildlife or wildlife habitat, cannot commence until the work plan has been
reviewed by the Department of Mines and Energy and a written exploration
approval notice issued, outlining such terms and conditions deemed necessary and
prescribed by the Minister.
A License of Occupation under the Newfoundland Lands Act is
required for a camp location where use or occupation of the camp is proposed to
involve long term, seasonal or permanent use and occupation of the camp, or
involves ground disturbance. Any clearing of areas in order to construct camps
must comply with the Newfoundland Forestry Act and Regulations, and the Company
must comply with the reclamation requirements pursuant to the Mineral Act.
Pursuant to the Newfoundland Historic Resources Act, if
drilling is planned for an area with known archaeological sites, the Company may
be required to hire an archaeologist to ensure the work does not disturb any
sites. No such sites are known to exist on any of the Company's existing claims.
The Acts and regulations which guide exploration activity in
Newfoundland are: the Mineral Act, the Quarry Materials Act, the Mineral Holding
Impost Act, the Crown Lands Act, the Forestry Act, the Forestry and Agricultural
Act, the Occupational Health and Safety Act and the First Aid Regulations, the
Waste Material (Disposal) Act, the Department of Health Act, the Food and Drug
Act, the Wildlife Act, the Provincial Parks Act, the Dangerous Goods
Transportation Act and the Municipalities Act.
Ontario

Legislation and regulations implemented by the Ministry of
Northern Development and Mines and the Ministry of Natural Resources directly
affect the mining industry in the Province of Ontario where the Company holds
some of its mineral claims. The Company can carry out exploration work including
drilling, trenching, heavy mineral studies, airborne geophysical surveys,
extensive use of off road vehicles, establishment of a camp or other activities
capable of causing ground disturbance, water quality impairments or disruption
to wildlife or wildlife habitat, provided that it complies with applicable
provincial and federal acts and regulations in so doing. The Company is not
required to obtain a work permit for exploration activities on its Ontario
properties.
The Acts and Regulations which guide exploration activity in
Ontario are: the Mining Act, the Public Lands Act, the Forest Fire Prevention
Act, Lakes and Rivers Improvement Act, Crown Timber Act, Fisheries Act,
Occupational Health and Safety Act, Health Protection and Promotion Act,
Environmental Protections Act, and Gasoline Handling Act.
British Columbia
Legislation and regulations implemented by the Ministry of
Energy and Mines directly affect the mining industry in the Province of British
Columbia where the Company holds some of its mineral claims. Any individual
planning to enter onto private or Crown land for the purpose of staking a claim
must hold a valid Free Miner Certificate.
Work which involves mechanized activities such as drilling,
trenching, heavy mineral studies, establishment of a camp or other activities
capable of causing ground disturbance, water quality impairments or disruption
to wildlife or wildlife habitat, cannot commence until a Notice of Work and
Reclamation Program has been provided to the District Inspector of Mines and a
permit issued, on such terms and conditions deemed necessary and prescribed by
the Minister. In some instances a permit is required to carry out certain
airborne geophysical surveys. Reclamation for any surface disturbance is
required.
- 16 -

---

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

Legislation and regulations implemented by the Department of Indian and
Northern Affairs directly affect the mining industry in the Nunavut Territory
where the Company holds some of its mineral claims.
The Territorial Lands Act governs the disposition and
administration of Federal Territorial Crown Lands in Nunavut, including mineral
rights and access. The Commissioner's Land Act governs surface access and
disposition to Commissioner's Lands. The Canada Mining Regulations dispose of
subsurface rights regulate mineral exploration licensing and mining rights. The
Territorial Land Use Regulations govern temporary use of surface such as for
trail construction, fuel storage use and camp facilities for temporary
exploration activity on Crown lands (where no surface rights have been granted).
The Territorial Land Regulations disposed of surface rights where permanent
structures and long term occupation of the land is requested. Exploration
carried out prior to mineral rights acquisition, including airborne geophysics,
geochemical surveys, and geological surveys, may be carried out under a
Prospector's License required under the Canadian Mining Regulations.
The Acts and regulations which guide exploration activity in Nunavut are: the
Territorial Lands Act, Territorial Land Use Regulations, Canada Mining
Regulations, Commissioner's Land Act, Forest Protection Act, Mines Health and
Safety Act and Regulations (Nunavut), Fire Protection Act (Nunavut), Labour
Standards Act (Nunavut), Labour Standards Regulations (Nunavut), Public Health
Act (Nunavut), and Land Use Guidelines - Mineral Exploration.
Inuit Lands and Other Aboriginal Rights

The Incognita Joint Venture Property lies within the
territory of Nunavut, and approximately 50% of the Incognita Joint Venture
Property consists of lands in which the surface rights are owned by the Inuit.
No part of the property is underlain by Inuit (subsurface) mineral rights lands.
On April 1, 1999, the area came under the jurisdiction of the Inuit government
of the new Nunavut Territory. The Company has received Inuit Land Use Licences
limited to exploration activities and is required to interface with the Inuit
community by hiring Inuit for exploration programs and by ensuring that the
Company is carrying out its exploration programs in a manner consistent with the
Licences.
Aboriginal rights may be claimed on Crown properties or other
types of tenure with respect to which mining rights have been conferred. There
are numerous aboriginal peoples other than the Inuit throughout Canada. The
Company is aware of the mutual benefits afforded by co-operative relationships
with indigenous people in conducting exploration activity and is supportive of
measures established to achieve such co-operation.
Management
The Company is dependent upon a number of key directors,
officers and employees: J. Garfield MacVeigh, Chairman of the Board; David W.
Adamson, President and CEO; Michael J. Gray, Vice-President - Exploration and
Secretary; Peter G. Wong, Chief Financial Officer and, William J. Cavalluzzo,
Vice-President - Investor Relations. The loss of any one of the named directors,
officers and employees may have an adverse effect on the Company. The Company
has entered into management contracts with Mssrs. MacVeigh, Adamson, Gray, Wong
and Cavalluzzo. See "Item 6 - Directors, Senior Management and Employees" and
"Item 7- Major Shareholders and Related Party Transactions". The Company does
not maintain key person insurance on any of its management.
Conflicts of Interest

Certain directors of the Company are directors of, or become
associated with, other natural resource companies that acquire interests in
mineral properties. Such associations may give rise to conflicts of interest
from time to time. Such a conflict poses the risk that the Company may enter
into a transaction on terms which place the Company in a worse position than if
no conflict existed. The officers and directors of the Company are required by
law to act honestly and in good faith with a view to the best interests of the
Company and its shareholders and to disclose any interest which they may have in
any project or
- 17 -

---

opportunity of the Company, but each officer or director has the identical
obligation to other companies for which such officer or director serves as an
officer or director.
Foreign Incorporation

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

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

The Company has limited experience in mining or processing of
metals. The Company has experienced, on a consolidated basis, losses in all
years of its operations. There can be no assurance that the Company will operate
profitably in the future, if at all. As at December 31, 2003, the Company's
deficit was $8,114,423.
Price Fluctuations: Share Price Volatility

In recent years, the securities markets in the United States
and Canada have experienced a high level of price and volume volatility, and the
market price of securities of many mineral exploration companies have
experienced wide fluctuations in price which have not necessarily been related
to the operating performance, underlying asset values or prospects of such
companies. In particular, the per share price of the Company's Shares fluctuated
from a high of $1.75 to a low of $0.72 within the twelve month period preceding
the date of this Form. There can be no assurance that the continual fluctuations
in price will not occur.
Shares Reserved for Future Issuance: Dilution

As at December 31, 2003 there were 2,315,000 stock options
and 9,182,499 warrants outstanding pursuant to which Shares may be issued in the
future, which will result in further dilution to the Company's shareholders and
pose a dilutive risk to potential investors. See "Item 10 - Additional
Information - A. Share Capital".Dividend Record and Policy- 18 -

---

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

Item 4. Information on the Company

A. History and Development of the Company

The Company was incorporated on March 6, 1996, under the
Company Act, under the name 515006 B.C. Ltd. Its Memorandum was amended on April
2, 1996 to change its name to Rubicon Minerals Corporation. The head and
principal office of the Company is at 888 - 1100 Melville Street, Vancouver,
British Columbia, Canada, V6E 4A6, telephone: (604) 623-3333. The Company's
registered office and address for service is located at Suite 2800 Park Place,
666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2Z7.

The Company was extra-provincially registered under the laws
of Newfoundland on July 10, 1996 and was extra-territorially registered under
the laws of the Northwest Territories (now Nunavut) on July 16, 1996. The
Company was extra-provincially registered in Manitoba on July 11, 2000. The
Company filed a Form 2, Initial Notice, in Ontario on September 26, 1996. The
Company has one wholly owned subsidiary, Rubicon USA, which was incorporated in
the State of Alaska on February 9, 1998.

The Company was listed on the Vancouver Stock Exchange, now
the TSX Venture Exchange (formerly the CDNX) on November 19, 1997, with the
trading symbol "RMX." On September 30, 2003, the Company graduated to the
Toronto Stock Exchange ("TSX"). The common shares of the Company without par
value are listed on the TSX Venture Exchange (the "Exchange"). The Company is
currently a "reporting issuer" under the Securities Act in British Columbia,
Alberta, Ontario and Quebec, and is therefore subject to the continuous
disclosure requirements of these legislations, including the obligation to
promptly disclose all material changes in the business of the Company to the
public (disclosure available at www.sedar.com).The Company raised $21.2
million (net of issue costs) in financings throughout 1998, 1999, 2000 2001 and
2002.

The Company was formed in March 1996 initially for the
purpose of acquiring the mineral property interests or option agreements and
certain other assets of Rubicon Management Limited ("RML"), including some of
the principal properties and certain of the other properties described herein
(see "C. Organizational Structure", below). The sole purpose of RML is to act as
a holding company. RML holds 2,300,000 shares of the Company. The shares are
beneficially owned as to 1/3 each by J. Garfield MacVeigh, David W. Adamson and
Michael J. Gray, each of whom are senior officers and directors of the Company.
RML does not have a management relationship with the Company as J. Garfield
MacVeigh, David W. Adamson and Michael J. Gray are all employees of the Company.

In May, 2000, Rubicon signed a formal agreement with
AngloGold (Canada) Exploration Company ("AngloGold"), a wholly owned subsidiary
of AngloGold North America Inc., to joint venture its Red Lake gold property in
NW Ontario to AngloGold. The Rubicon-AngloGold Joint Venture Agreement, now
cancelled, called for AngloGold to make an initial contribution of U.S.$3
million over 5 years to earn a 60% interest in the Red Lake Joint Venture.

In August 2000, the Company raised $944,000 by way of private
placement financing. The net subscription proceeds were allocated for general
working capital and mineral exploration. In December, 2000, the Company received
proceeds of $200,000 through the exercise of flow-through warrants and raised
$200,000 by way of flow-through private placement financing.

The 2000 overall exploration expenditures of $1,857,300
consisted of approximately $140,000 in flow-through financing. Exploration
involved 7,288 metres of drilling in five drill programs in 2000. Partners
contributed 65% ($1,205,000) of exploration funds in 2000.

In October through November 2001, the Company established a large land
position in east central Newfoundland covering a well mineralized gold-bearing
terrain that has seen very little historical work.

- 19 -

---

The Company's base metal assets were not actively explored in 2001 as the
Company awaited improvement in base metal prices.
The 2001 overall exploration budget was $2.05 million, of
which $1.13 million, or 55% was funded by partners, chiefly AngloGold.
Exploration involved approximately 4100 metres of drilling as part of three
diamond drill programs in 2001. The 2001 exploration budget included
approximately $500,000 in flow-through funds.
The Company raised $1.2 million in its November 2001 private
placement financing, which was used primarily for diamond drilling and other
exploration in the first quarter of 2002 on Rubicon's Red Lake gold projects and
for general working capital purposes. During November and December 2001,
flow-through funds were used for Red Lake projects and a new gold project in
Newfoundland.
In January, 2002, The Company signed an agreement with
Dominion Goldfields Corporation ("DGC"), a private Canadian company, to acquire
a 100% interest in 25 licences of occupation and one mineral lease (the "McFinley
Gold Project") in the Red Lake gold camp, Ontario. The Company paid $800,000 and
issued 260,000 shares and agreed to complete US$1,300,000 of exploration prior
to March 31, 2006 (subsequently completed). In conjunction with the McFinley
Gold Project acquisition, the company sold 1,618,434 units by way of a
non-brokered private placement at a price of $0.52 per unit for gross proceeds
of $841,586. The proceeds were used to fund the McFinley Gold Project
acquisition.
The Company's Board of Directors adopted a Shareholder Rights
Plan in February, 2002, which was subsequently approved by the Company's
shareholders at its 2002 Annual General Meeting. The Rights issued under the
Plan become exercisable only if a person, or a group of persons acting in
concert, acquires 20 per cent or more of the outstanding common shares of
Rubicon. The Rights are not triggered by a "permitted bid", which is a bid made
for all common shares to all common shareholders by way of a takeover bid
circular that remains open for not less than 60 days and pursuant to which more
than 50 per cent of the common shares held by independent shareholders are
deposited and not withdrawn. The Plan will provide the Board of Directors and
shareholders of Rubicon additional time to assess any offers to acquire shares
of the Company and, where, appropriate, to enable the Board of Directors to
explore and develop alternatives to maximize shareholder value. It will
encourage fair treatment of all shareholders in connection with any takeover bid
for the Company.
The Company optioned several of its Red Lake, Ontario
properties to Redstar Resources Corporation ("Redstar") in March 2002. Redstar
has the right to earn up to a 70% interest in the Pipestone South, Pipestone
North, Pipestone East, Baird and Wolf Bay Properties by making cash and share
payments, conducting exploration programs and making all underlying cash
payments.
In March 2002 the Company sold 3,750,000 units by way of a
"bought deal" private placement financing at a price of $0.80 per Unit for gross
proceeds of $3,000,000. The net proceeds of the private placement were used for
the McFinley "Mine Property" acquisition, to conduct diamond drilling and other
exploration on Rubicon's gold projects outside of the AngloGold joint venture in
the Red Lake gold camp and for general working capital purposes
In June 2002, the Company entered into an option agreement
with DGC and 1519369 Ontario Inc. to acquire a 100% interest in 16 patents
comprising the McFinley Mine property, located in the Red Lake gold camp. The
McFinley Mine property acquisition is in addition to the previous acquisition by
the Company of 25 adjacent licenses of occupation and one mining lease in
January 2002. The Company purchased the claims from DGC for $500,000 and 500,000
shares (subsequently paid and issued). The Company also issued 100,000 stock
options to DGC.
During 2003, the Company raised a net total of $14.4 million
in two financings to allow it to conduct direct exploration and to evaluate and,
if deemed appropriate, conclude new investments, such as its investment in
Toquima Minerals Corporation. Also in 2003, the Company graduated onto the
senior Toronto Stock Exchange (TSX).
Toquima Minerals Corporation ("Toquima")is a privately-owned
subsidiary of the Company. Rubicon acquired its 50.1% interest in the private
company in exchange for providing C$300,000 in funding. During 2003, the Company
vended all other shares of its 100% owned Alaska subsidiary, Rubicon Minerals USA
Inc., whose sole asset is the Palmer base metal project in Alaska, and all of
the shares it owned in Toquima. Toquima will be managed by an experienced
Nevada-based management team which has over 50 collective years of industry
experience whose purpose is to aquire gold projects and other exploration
opportunities in Nevada and, selectively, elsewhere in the USA. Toquima
currently controls eight gold projects in Nevada, six
- 20 -

---

of which are located on or near established gold trends. In addition, through
the acquisition of Rubicon Minerals USA Inc., Toquima controls 100% of the
precious and base metal rich Palmer project in Alaska.
The TSX Venture Exchange Policies were amended in August 2002
to require that all listed companies adopt either a "rolling" stock option plan
or a "fixed number" stock option plan and thereafter grant all stock options
pursuant to the plan. On May 6, 2003, the Board established, subject to approval
by the Shareholders and acceptance by the TSX Venture Exchange, the Company's
Stock Option Plan. The Company adopted a Fixed Number Stock Option Plan, where
the maximum number of Common shares of the Company reserved for issuance under
the Plan is 6,130,225, being 15% of the issued and outstanding Common shares of
the Company on the date of establishment of the Plan by the Board, which
includes 3,140,000 Common shares which are reserved for issue for stock options
granted before the establishment of the Plan. The Company received Shareholder
approval at its 2003 Annual General Meeting held on June 12, 2003 and subsequent
to that received Exchange approval. On April 19, 2004, the Board approved an
amendment to the Plan to increase the maximum number of Common shares reserved
for the granting of stock options under the Plan to 7,877,415 (being
approximately 15% of the number of issued Common shares of the Company). No
stock options have yet been granted with respect to the additional 1,757,190
Common shares reserved under the Plan. This increase in the maximum number of
Common shares reserved under the Plan is in order that the Company can continue
to provide incentives to its directors, officers, employees and consultants and
is subject to approval by the shareholders of the Company at the Company's
Annual General Meeting on May 25, 2004 and to acceptance for filing by the TSX.
The Company secured several key exploration agreements in
2003 and subsequently. These include Placer Dome (CLA) Canada Ltd. and IAMGold
Corporation on two separate Newfoundland projects and Goldcorp Inc. and Wolfden
Resources Inc. in Red Lake, Ontario. These parties are required to spend a total
of $2.75 million during the first year of their respective options. Overall in
2003, the Company expended $7.9 million on exploration ($3.9 million or 49%
partner funded) and completed approximately 29,000 metres of diamond drilling,
maintaining its position as an aggressive and active explorer.
The Company continues to explore a number of its 100%
controlled projects. At the Company's 100% owned McFinley project, acquired in
June 2002, the Company has reported economically significant results from the
new Phoenix Zone. In Newfoundland, with partner Placer Dome, the Company
announced gold mineralization in three vein zones that form part of the
extensive Golden Promise project on which further diamond drilling will be
continued in 2004.
In 2003, the Company acquired a large portfolio of more than
80 mineral property assets and interests, largely in the Red Lake district in
Northwestern Ontario from prospector/entrepreneur Perry English, many of which
are under option to junior exploration companies. As a result, cash and share
payments formerly due to Mr. English now accrue to Rubicon. In some cases,
Rubicon 'bought back' its own deals from Mr. English thus eliminating the need
for continuing option payments on these properties, totalling $0.1 million in
savings in 2003. The Company holds potential royalties on the 80 mineral
property assets which could become significant if an economic discovery is made
on any of them. In addition to this potential future value, the agreement
provides cost recovery to the Company in the form of cash and/or share payments
from third parties. In 2003, cash and share payments of $0.4 Million were
recovered. This is in addition to $0.3 million in fees received to manage
partner funded projects. In total, the Company recovered $5.0 million of its
exploration costs incurred in 2003.
The Company plans to conduct over 30,000 metres (98,400 feet)
of drilling in 2004 on at least 15 of its projects with an exploration budget of
$5.1 million of which $2.9 million (57%) will be funded by partners earning in
to the Company's projects.

The Company's principal properties are summarized in Section
D below, titled "Property, Plants and Equipment." The Company holds interests in
several other mineral properties located in Ontario, Newfoundland, Nunavut and
British Columbia. Under Canadian GAAP, the Company's principal capital
expenditures are mineral property costs, as outlined in Item 5, "Operating and
Financial Review and Prospects," below.

Throughout this Item, the Company uses the phrase "option to
earn 100% interest". This means that once the Company has fulfilled its
obligations and has earned a 100% interest in a property pursuant to a contract,
the Company holds title to the property. Generally the mining rights associated
with each property interest include subsurface mining rights and may or may not
include surface rights. The main liability for the Company once it has obtained
a 100% interest in a property is an environmental liability that may arise in
connection with work carried out by the Company on the property.

- 21 -

---



B. Business Overview

The Company is a British Columbia-registered junior resource
company engaged in the acquisition and exploration of mineral properties. The
Company, directly and through joint ventures, is in the process of exploring its
mineral properties and has not yet determined whether these properties contain
ore reserves that are economically recoverable. All of the Company's properties
are at the exploration stage and there is no assurance that a commercially
viable mineral deposit exists on any of the Company's properties. Further
exploration will be required on all properties before a final evaluation as to
the economic and legal feasibility is determined. Where management determines
that it is in the best interest of the Company, partners will be sought to
further explore certain properties. The Company's principal properties are the McFinley Gold Project and its other Red Lake holdings, both located in the
Province of Ontario. The Company holds interests in several other mineral
properties located in the Provinces of Ontario, Newfoundland, British Columbia
and Nunavut Territory, Canada.

- 

> Water Claims Agreement ("the Water Claims")

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

Land Claims Agreement ("the Land Claims")

The Company purchased the Land Claims (16 patented
    claims) from DGC in June 2002 for $500,000 ($425,000 paid as of December 31,
    2002) and 500,000 shares (issued). The Company is also required to issue to
    the vendor 100,000 stock options (issued). The Land Claims are subject to a
    NSR sliding scale royalty of 2-3%, for which advance royalties of $75,000
    are due annually (to a maximum of $1,500,000 prior to commercial
    production). The Company has the option to acquire a 0.5% NSR royalty for
    $1,000,000 at any time. Upon a positive production decision the Company
    would be required to make an additional advance royalty payment of
    $1,000,000 which would be deductible from commercial production royalties as
    well as certain of the maximum $1,500,000 in advance royalty payments
    described above.

- 

> During 2003, the company has optioned 70% interest in the
>   23 mineral licenses known as the Golden Promise, Mercer, Three Angle Pond,
>   Badger and Tom Joe Properties to Placer Dome (CLA) Limited ("Placer") whereby
>   Placer must spend $5,000,000 in exploration expenditures over three years and
>   make all payments relating to the Mercer Agreement to earn an initial 55%
>   interest. Placer must complete a feasibility study to earn an additional 15%
>   interest.

In addition to the three principal properties described above, the Company
has also acquired interests in several other mineral properties located in
Ontario, Newfoundland, British Columbia, Nunavut Territory, Canada.. The Company
will actively seek

- 22 -

---

joint venture partners to carry out further work on other selected
properties. See "Item 3 - Key Information - D. Property, Plants and Equipment,"
below.
At December 31, 2003, the Company had working capital of
$11,545,577, which is sufficient to cover general and administrative costs for
the foreseeable future and to fund proposed exploration programs and maintenance
costs on its properties to at least December 2004. Should additional programs be
undertaken, the Company may require additional funding. The exploration of the
Company's properties depends upon the Company's ability to obtain financing
through any or all of the joint venturing of projects, debt financing, equity
financing or other means. There can be no assurance that the Company will be
successful in obtaining any required financing now or in the future. In the
event that none of the Company's current partners fulfill their funding
obligations, the Company will seek additional financing through subsequent
partnerships, and failure to obtain additional financing on a timely basis
through new partnerships may cause the Company to selectively conduct equity
financings. Failure to secure required funds may cause the Company to forfeit
its interest in some or all of its properties or reduce or terminate its
exploration programs on some or all of such properties.

C. Organizational Structure

RML, of 119 - 53rd Street, Delta, British
Columbia, Canada, holds 2,300,000 Shares of the Company, or 5.6% of the
outstanding shares of the Company as at May 6, 2003. RML, the principal
shareholder and promoter of the Company, was incorporated on June 5, 1995 under
the Company Act, and is owned as to one-third by each of J. Garfield MacVeigh,
David W. Adamson and Michael J. Gray, all directors and officers of the Company.
The relationship of RML to the Company is one of a holding Company.

As at December 31, 2003, the Company has one active majority-owned (50.1%)
subsidiary, Toquima Minerals Corporation, which was incorporated in the Province
of British Columbia.

D. Property, Plant and Equipment

The Company's principal properties are the McFinley Gold
Project located in the Province of Ontario and the Golden Promise Trend
Properties, located in the Province of Newfoundland and Labrador. The Company
holds interests in several other mineral properties located in the Provinces of
Ontario, Newfoundland, British Columbia and Nunavut Territory, Canada.

Principal Properties

1. McFinley Gold Project, Ontario

The following McFinley Gold Project summary has been extracted from the
Technical Report on the "Exploration Activities of Rubicon Minerals Corporation
on the McFinley Property, Red Lake, Ontario During the Period May 2003 to March
2004", dated April 23, 2004. The Report was prepared by Qualified Person (QP),
Ian R. Cunningham-Dunlop, P.Eng.

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

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

- 23 -

---

The McFinley Property is underlain by a NNE-trending, west-dipping belt of
deformed and intermixed metasediments, basaltic volcanics and ultramafic rocks
which define the "East Bay Trend". The rocks are Archean in age and part of the
Balmer Sequence. A strong NNE trending structural fabric through the area is
considered part of the East Bay Deformation Zone (EBDZ) which extends south into
the Cochenour Willans mine area where it intersects the NW ''Mine trend'' of
Campbell and Red Lake Mines.
Extensive gold mineralization along the "Mine Trend" has been exploited at
the Campbell and Red Lake Mines (Reserves and Production - 24 M.Oz.Au). The
past-producing Cochenour Mine (1.2 M.Oz.Au) is located at the intersection of
the "Mine Trend" with the "EBDZ". Mineralization is well developed in several
areas along the EBDZ and includes such deposits as McMarmac, Chevron, Abino,
McFinley and, recently, Placer-Wolfdens' GAZ Zone. The McKenzie Island Mine also
lies adjacent to the EBDZ near Cochenour. Mineralization within these areas
occurs in a variety of stratigraphic, structural and intrusive environments.
Surface exploration on the McFinley Property commenced in the 1920's and
continued intermittently up to 1980. Initial underground exploration was
conducted in 1956 on McFinley Peninsula and this area was the focus of continued
underground development work during the period 1982 -1989 by McFinley Mines
Limited. The 1982-1989 program of exploration included over 200,000 feet of
diamond drilling, the refurbishment of a 428-foot vertical shaft and underground
development on the 150-, 275- and 400-foot levels. Test stoping was commenced
and a test milling facility capable of processing 150 tons per day was
constructed. A bulk sampling operation was in progress on closure of the
operation in early 1989. Only limited tonnage was ever milled. Surface
stockpiles from underground mining development and test-stoping remain on site.
The mine workings are currently flooded; however, the head frame, hoist and camp
infrastructure remain in place.
The 1982-1989 Exploration Program resulted in the estimation of an 'Inferred
Mineral Resource' of 334,007 tons at a grade of 0.20 Au opt to a depth of 400
feet (Hogg 43-101 Report, October, 2002). Deeper drilling encountered similar
mineralization with locally interesting gold grades to depths of at least 1,700
feet below surface. The deeper area is considered an area of geological and
exploration interest. Additional auriferous mineralization was encountered at
the contact of, and within, the talc chlorite schist in water-covered areas
underlying the East Bay Trend in the vicinity of the workings. These remained to
be further explored upon closure of the mine.
The Company is undertaking an aggressive and ongoing exploration program on
the McFinley Property. Exploration during the period 2002-2004 (to Mar 31s2004) has included 59,580 square feet of trenching and stripping,
22,014.03 meters of surface diamond drilling, airborne geophysics, ground
magnetometer and seismic surveys, and much re-evaluation of previous
information. Selected holes from the over 60,000m of previously drilled core
have also been relogged. The Company has built a new core shack and storage area
at the site and has refurbished some of the infrastructure as required for the
ongoing property exploration programs.
A total of 89 diamond drill holes have been completed on the Property by
Rubicon during the four phases of diamond drilling:Phase 1: 1,909.1 meters
  (6,263.5 feet) in 14 holes in the immediate area of the Peninsula (Nov to Dec
  2002);Phase 2: 9,704.4 meters
  (32,708.5 feet) of winter drilling including 24 holes to test property-wide
  targets from the ice or Red Lake and a further 6 holes on the Peninsula. (Jan
  to Mar 2003);Phase 3: 3,058.0 meters
  (10,032.8 feet) in 10 holes for follow-up drilling on McFinley Peninsula (July
  to Sept 2004); andPhase 4: 7,342.53 metres
  (24,089.7 feet) of winter drilling involving 35 holes ice of Red Lake and from
  the northern tip of Mcfinley Island (Feb to March 2004) 

The historic gold mineralization on McFinley Peninsula and McFinley Island is
found in many diverse geological settings, including:Sulphidised and
  quartz-veined, Banded Iron Formation;Base metal-rich, breccias and
  quartz veins along D2-aged discrete shear zones (D-Zone Type);Arsenopyrite-quartz veins in
  C-Zone type mineralization at ultramafic contacts where D2 shears intersect
  the contact and develop apparent folds or shear duplex structures in areas of
  strong, lithologically-defined, competency contrasts, 

- 24 -

---

Disseminated arsenopyrite and/or silica replacement
  zones, cross-cutting stratigraphy; andSilicified and biotite altered zones in basalt. 

Property-wide exploration diamond drilling has also successfully identified
several new environments of auriferous mineralization during the Rubicon
programs, namely:Silicified zones in mafic volcanic rocks with 1-2%
  fine grained disseminated pyrrhotite;Narrow (mm scale) quartz and carbonate stingers with
  native gold and minor pyrite and/or pyrrhotite in mafic volcanic rocks.
  Located throughout the stratigraphy, these veins tend to be erratic in nature;Felsic intrusive and feldspar porphyry intrusive
  rocks within ultramafic rocks of the EBS (MAC3);D2 conjugate shear structures which crosscut the
  trend of the EBDZ (MAC4); andSheared biotized veined arsenopyrite-rich zones near
  the mafic/ultramafic contact with local native gold and trace base metals
  (Phoenix Gold Zone) 

The discovery of the new Phoenix Gold Zone at the north end of McFinley
Island in the winter of 2004 marks the most significant event to date in the
Company's ongoing evaluation of the property. The zone lies at the base of a
basaltic sequence near the intersection of a 340 degree striking structure and a
roll in the ultramafic contact. The zone is intensely sheared, veined and
biotized over thickness up to 40 metres and displays local visible gold, and
variable arsenopyrite, pyrrhotite, pyrite, sphalerite, chalcopyrite, and galena.
Gold grades are encouraging with nine of twenty-two holes drilled in the zone
returning >10 Au g/t over 1.0 m and individual highs reaching 15.5 Au g/t over
4.8m. The mineralization is demonstrating continuity as a series of lenses
dipping moderately to the west and plunging gently to the southwest. The
approximate dimensions of the Main PZ-1 zone are 5 metres thick, 75 metres
down-dip, and greater than 150 metres down-plunge.

2

The following Golden Promise Property summary has been
extracted from the "Technical Report on the Golden Promise Property", dated
April 26, 2004. The Report was prepared by Qualified Person (QP), David A.
Copeland, B.Sc. (Hons), M.Sc., P.Geol.

The Golden Promise Property is located immediately west of
the Town of Grand Falls-Windsor and encompasses the Town of Badger and occurs
entirely within NTS sheets 12A/16 and 02D/13 (Figure 1). Access to the property
is excellent along several logging and skidder roads and by the Trans-Canada and
Buchans highways which transect the property. The property comprises 23
map-staked licenses consisting of 2,150 claims for a total combined area of
53,750 ha. The aggregate land position consists of both optioned and staked
property 100% owned by Rubicon Minerals. The entire property is currently under
option to Placer Dome (CLA) Canada Ltd.

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

Gold bearing quartz veins at Golden Promise are hosted within
Lower Ordovician to Silurian metasedimentary rocks of the Victoria Lake Group
and the Caradocian shale. The property is mapped as being underlain by Badger
Group sediments located north of, and presumably up sequence of a conformable
contact with Carodocian black shales which in turn overlie Middle Ordovician
epiclastic and sedimentary rocks of the Victoria Lake supergroup. Stratigraphy
in the area is mapped as being upright and moderately to steeply dipping (50o to
90o) with attitudes influenced by open to sub-isoclinal upright folds that
plunge moderately towards the northeast. Mafic dykes are observed to intrude the
local stratigraphy and occupy the same structure as gold bearing quartz veins of
the Jaclyn Zone.

The style of veining, mineralization, alteration, host rock
and tectonism most closely resembles other turbidite-hosted (or slate belt) gold
deposits throughout the world. Examples are the turbidite-hosted gold deposits
of the Lachlan Fold Belt in central Victoria, Australia and the gold deposits of
the Meguma Group, Nova Scotia.

Gold bearing quartz vein float was discovered during the
spring of 2002 by local prospector Mr. William Mercer which eventually led to
the discovery of the Jaclyn Zone. One composite sample from ~10 boulders assayed
approximately 30 g/t Au. Exploration since August 2002 on the Golden Promise
Property in Newfoundland, comprises a total of 3496.9 metres of

- 25 -

---

diamond drilling in 33 holes, 8,250 line kilometres of
airborne magnetic and electromagnetic surveys, ground geophysical surveys on 20
line kilometres of grid, excavation of 16 trenches, B-horizon soil sampling and
prospecting. The majority of the work, including all of the diamond drilling has
focused on the Jaclyn Zone. Drilling programs during August 2002 and the fall of
2003 along with the airborne survey were completed with financial support
($344,165) from the Newfoundland and Labrador government's Junior Company
Exploration Assistance Program (JCEAP). Total exploration expenditures, to the
end of March 2004 on the Golden Promise Property, excluding GST/HST, are
approximately $1,400,000.
Of the 33 holes completed to date 22 have intersected visible
gold bearing veins. Highlights of the 2002 drill program include intersections
of up to 16.57 g/t Au over an estimated true thickness of 1.64 m; 25.74 g/t Au
over an estimated true thickness of 0.63 m; and 68.95 g/t Au over an estimated
true thickness of 0.21 m. Results from the 2002 drill program document the
Jaclyn vein system as developed over a minimum 225 m strike length to a vertical
depth of 50 to 60 m and remains open in both strike directions and below 50 m
vertical depth
The 2003 drill program followed up on the successful drilling
completed during the summer of 2002 (Mullen, 2003). Of the 12 holes drilled
suring the 2003 program 7 intersected visible gold bearing quartz veins.
Drilling was successful in drilling off two new gold bearing veins at Jaclyn
North and Jaclyn South. Highlights include: 11.16 g/t Au over 1.6 metres
(GP03-24), 18.18 g/t Au over 0.6 metres (GP03-25), 44.59 g/t Au over 0.3 metres
(GP03-31), and 12.13 g/t over 0.35 metres (GP03-32).
Drilling during 2002 and 2003 was successful in defining gold
bearing mineralization at the Jaclyn zone. Drilling defined the extent Jaclyn
Zone to be 375 m in strike length and 192 m vertical depth. Drilling in hole
GP03-31, 32 and 33 have shown the north (Jaclyn North Zone) and south (Jaclyn
South Zone) boulder trains to be underlain by highly altered sedimentary
stratigraphy that hosts visible gold bearing quartz veins, similar in style to
that encountered within the Jaclyn zone. These new discoveries underscore the
potential of Jaclyn North and South Zones to host gold bearing quartz veins
similar in extent to the Jaclyn Zone.
Based on the results of exploration conducted to date a program comprising
2000 metres of diamond drilling, B-horizon soil sampling and prospecting is
recommended for 2004. The combined budget of the proposed work is approximately
$750,000.
This exploration program should be completed in three
separate phases. The first phase of exploration should consist of a preliminary
phase of drilling, totalling approximately 1000 m, designed to test the eastern
extension of the Jaclyn North and Jaclyn Zones and the Justin's Hope gold
occurrence. It is proposed that an initial 640 sample B-horizon soil sampling
program be first conducted to further outline mineralization at the east end of
the Jaclyn grid, and at the Justin's Hope, Branden and Shawn's Shot gold
occurrences.
The second phase of exploration (Phase 2) will comprise a
regional prospecting, geochemical and geological mapping program, designed to
find new zones of gold mineralization within float and bedrock. The regional
program should be completed over the course of three months during the summer of
2004.
The third phase of exploration will comprise drill testing
(approximately 1000 m) during the late fall and follow-up on targets generated
during the summer 2004 Phase 2 program or additional testing of the Jaclyn,
Jaclyn North and Jaclyn South Zones and the Justin's Hope and Shawn's Shot gold
occurrences. It is envisioned that this approach will lead to discovery of new
areas of gold mineralization on the Golden Promise Property and leave the
project poised for a drill intensive campaign in late 2004 and early 2005.3. Other PropertiesONTARIO
McCuaig JV PropertyThe Company has earned a 50% interest in three unpatented mining claims in
Dome Township for which the Company paid $25,000 and must incur total
exploration expenditures of $450,000 by April 15,2001 (completed). The property
is subject to a 2% NSR royalty of which the Company purchased 50% in the ERD
acquisition in March 2003. The Company may with its 50% partner purchase 50% of
the NSR royalty for $200,000 and also retain a right to first refusal on the
remaining NSR
- 26 -

---

royalty. During 2002, the Company reached an agreement with Golden Tag
Resources Ltd. on the McCuaig JV Property whereby it earned an additional 10%
interest for a total 60% interest by expending $522,000 prior to May 31, 2003
(incurred).
The Company has expended a total of $1,525,848 on the property as at December
31, 2003.
English Royalty Division ("ERD")

During the year ended December 31, 2003, the Company acquired underlying
interests to 74 mineral properties pursuant to the terms of the ERD described
below and an additional 11 mineral properties for no additional consideration.
The majority of the mineral properties are located in the Red Lake Mining
Division. The Company made the initial acquisition when it purchased underlying
title to 63 mineral properties located principally in the Red Lake Mining
Division in consideration for a cash payment of $500,000 (paid) and the issuance
of 250,000 common shares (issued). Fourteen of the 74 properties are subject to
current agreements involving the Company as optionee, including Red Lake West,
Humlin West, Red Lake East, MacKenzie, Coli Lake, Pipestone East, NST English
(Newfoundland), Pipestone South, Pipestone North, East Bay, Baird, Slate Bay
English, Hammell Lake, McCuaig and Wolf Bay. Accordingly, this agreement will
reduce the Company's aggregate property payments due under these pre-existing
options by $414,000, including $114,000 in 2003.
To December 31, 2003, the Company has recorded net proceeds of $428,679 in
connection with third party option payments received pursuant to the ERD,
inclusive of $107,778 in marketable securities.
Red Lake Properties (Formerly RLJV Properties)
Agreement with AngloGold (Canada) Exploration Company ("AngloGold") - RLJV
Properties

During the year ended December 31, 2000, the Company signed a joint venture
agreement with AngloGold, whereby AngloGold could earn an initial 60% interest
in the properties comprising the Red Lake Joint Venture ("RLJV"), in
consideration for incurring US$3 million in exploration over five years, of
which US$300,000 was a firm commitment for the initial year of the agreement
(completed). The Company remained the Operator of the Joint Venture until
November 2001 when AngloGold elected to become operator after it had expended
US$1million in exploration. Upon earning its 60% interest, AngloGold could earn
an additional 10% interest by paying the Company US$250,000. Within 100 days of
AngloGold vesting for a 60% to 70% interest, the Company could elect to have
AngloGold pay all exploration costs until a positive production decision is
reached, at which point the Company could maintain its interest by reimbursing
AngloGold its share of the costs of the project incurred by AngloGold. The
Company's interest would be diluted to the extent that it did not make such
reimbursements or participate in future cash calls subsequent to a positive
production decision. During 2000, the Company incurred an aggregate of $35,461
in expenditures directly related to acquiring this joint venture agreement and
had included this amount within property acquisition costs.
During 2002, the Company and AngloGold amended the terms of
the RLJV agreement to add the Red Lake Adams Lake gold property to the RLJV in
consideration for AngloGold agreeing to incur an additional US$400,000 in
exploration (to now total US$3.4 million) and to make annual cash payments to
the Company of US$10,000.
During the year ended December 31, 2003, the Company signed an agreement with
AngloGold regarding the disposition of all of the mineral properties comprising
the RLJV properties. All the properties being transferred to the Company
approximately 90% of the property by land area and AngloGold approximately 10%
of the property by land area are subject to NSR's to the other party. The
Company has agreed to pay a one time fee to AngloGold in the amount of
$2,000,000 or issue 1,500,000 common shares if the Company has positive
production in the Planet claims or the Main Black claims.
The Company has expended a total of $1,308,113 on the properties as at
December 31, 2003.
Advance Red Lake Property

The Company obtained the option to acquire a 100% interest in 13 patented
mining claims in consideration for the payment of $47,000 ($10,000 paid),
payable in stages over seven years. The property is subject to a 2% NSR, of
which 1% may be purchased by the Company for $500,000. This property was traded
to AngloGold as part of the September 2003 reorganization agreement, with the
Company retaining a 1.75% NSR. AngloGold is responsible for future payments on
the property.Rivard Property- 27 -

---

The Company obtained the option to acquire a 100% interest in one mining
lease by making cash payments of $220,000 ($65,000 paid) and issuing 210,000
shares (60,000 issued) by August 29, 2005. The property is subject to a sliding
rate NSR (2.25% - 2.75% depending on the price of gold) of which 1.25% may be
purchased by the Company for $1 million. This property was traded to AngloGold
as part of the September 2003 reorganization agreement, with the Company
retaining a 1.75% NSR. AngloGold is responsible for future option payments on
the property. Share payments will continue to be made by the Company and the
value will be reimbursed to the Company by AngloGold.
Meunier Property

The Company has a 100% interest in 115 unpatented mining claims, which it
acquired by spending $350,000 on exploration expenditures and making option
payments of $75,000.
The property is subject to NSR royalty of 2.5% on 38 claims
(of which the Company may purchase a 1.5% NSR royalty for $1.5 million), 2% NSR
royalty on 54 claims (of which the Company may purchase a 1% NSR royalty for
$1.0 million), and 1% on 27 claims. Annual advance royalty payments of $25,000
are due by April 15th of each year starting in 2000 (paid in 2003).
Slate Bay English Property

The Company had an option to acquire a 100% interest in 13 unpatented mining
claims located in Todd township by making cash payments of $78,000 ($53,400
paid) by September 10, 2004. In addition, annual advance royalty payments of
$6,000 will be due beginning September 10, 2005. The property is subject to a 1%
NSR royalty, of which the Company may purchase a 0.5% of the NSR royalty for
$500,000. The Company is not required to make further payments on the property
and royalty is now owned by the Company as part of the ERD purchase.
Humlin West Property

The Company has an option to acquire a 100% interest in 16 unpatented mining
claims located in Fairlie Township by making cash payments of $102,000 (paid) by
May 10, 2002. In addition, annual advance royalty payments of $20,000 will be
due beginning May 10, 2003. The property is subject to a 2% NSR royalty, of
which the Company may purchase a 1% of the NSR royalty for $1.0 million. The
Company is not required to make further payments on the property because the
property and royalty is now owned by the Company as part of the ERD purchase.
Red Lake West Property

The Company has an option to acquire a 100% interest unpatented mining claims
in Dome and McDonough Townships by making total cash payments of $227,300 (paid)
by May 10, 2002. Annual advance royalty payments of $225,000 will be due
beginning May 10, 2003. The property is subject to a 2% NSR royalty, of which
the Company may purchase 1% of the NSR royalty for $1.0 million. The Company is
not required to make further payments on the property because the property and
royalty is now owned by the Company as part of the ERD purchase.

Red Lake Extension Property

The Company owns a 100% interest in 37 claims in the Black Bear Lake, Coli
Lake and Sobeski Lake Areas, all of which were acquired by staking.

Red Lake East Property

The Company has an option to acquire a 100% interest in 381 unpatented claim
units in the McDonough, Balmer and Bateman townships by making cash payments of
$98,000 by February 15, 2003 (paid) and issuing 150,000 common shares by
February 15, 2002 (issued). Annual advance royalty payments of $16,000 per year
are payable commencing February 15, 2004. The property is subject to a 2% NSR
royalty of which the Company may purchase 1% of the NSR royalty for $1.0
million. The Company is not required to make further payments on the property
because the property and royalty is now owned by the Company as part of the ERD
purchase.

Coli Lake Property

The Company has a 100% interest in five unpatented claims at Coli Lake for
which it paid $4,000, and is required to make annual advance royalty payments of
$6,000 commencing June 30, 2005. The property is subject to a 2% NSR royalty, of
which the Company may purchase 1% for $500,000. The Company is not required to
make further payments on the property because the property is now owned by the
Company as part of the ERD purchase.

Mackenzie Property

- 28 -

---

The Company has a 100% interest in one unpatented mining claim unit located
in Dome Township for which the Company paid $1,400. The property is subject to a
1% NSR royalty of which the Company may purchase a 0.5% NSR royalty for
$100,000. The Company is not required to make further payments on the property
and royalty is now owned by the Company as part of the ERD purchase.
Hammell Lake Property

The Company obtained an option to acquire a 100% interest in the three
unpatented mining claims by making cash payments of $750 (paid) and annual
advance royalties of $6,000 per year, provided the Company maintains the claim
in good standing with regulatory authorities, commencing August 1, 2004. The
Company is not required to make further payments on the property and royalty is
now owned by the Company as part of the ERD purchase.
Other Red Lake Properties

The Company has expended a total of $1,525,8421,236 on the Other Red Lake
Properties as at December 31, 2003.
Newman-Todd Property

The Company, Redstar Gold Corp., and AngloGold (Canada) Exploration Ltd.,
formed an agreement whereby Rubicon increased its interest in the Newman-Todd
property from a minimum 9% to 22% carried interest. Under the terms of the
Newman Todd agreement, AngloGold will acquire a 60% interest by spending
US$750,000 on exploration over four years, including a firm work commitment of
US$100,000 in Year 1 and by making cash payments to Redstar. Rubicon will be the
initial manager of the exploration program. AngloGold may elect to become
Manager by providing appropriate notice to Rubicon. After earn-in by AngloGold,
Rubicon would have a 22% interest and Redstar would retain an 18% interest. Both
Rubicon and Redstar would be carried to production, subject post mine decision
to payback of exploration and capital costs out of 75% of their share of mine
proceeds at prime plus 3%. If AngloGold terminates its option, the property
would revert back to the Rubicon-Redstar Option Agreement, whereby as part of a
larger property package Redstar is required to spend $2.75 million to earn a 51%
interest. In connection with this transaction, Redstar has agreed to a firm
commitment to spend $600,000 before May 6, 2004 on the west Red Lake properties
less the amount spent by AngloGold on Newman-Todd in the same period. This
property was traded to AngloGold with the Company retaining a 1.75% NSR.
Option to Goldcorp Inc.

The Company optioned Adams Lake property and the Planet area
property (consisting of portions of the Red Lake East, Coli Lake and Red Lake
Extension properties) to Goldcorp Inc. To earn a 60% interest in the properties,
Goldcorp must spend $5 million on exploration over four years, including
committed first year expenditures of $750,000, and complete a one million share
private placement into Rubicon at a price of $1.60 per share for total proceeds
of $1,600,000 (completed).
MD West Property

The Company acquired an option to earn a 100% interest in six claims
comprising the MD West Properties located in the Red Lake Mining District,
Nunggesser Lake and Sobeski Lake area, Ontario. In order for the Company to earn
its interest, it must make cash payments totalling $60,500 ($10,500 paid). The
property is subject to a 2% NSR of which 1% NSR can be purchased for $1 million
with an RFR on the remaining 1%.
MD East Property

The Company acquired an option to earn a 100% interest in seven claims
comprising the MD West Properties located in the Red Lake Mining District,
Hanton area, Ontario. In order for the Company to earn its interest, it must make
cash payments totaling $60,500 ($10,500 paid). The property is subject to a 2%
NSR of which 1% NSR can be purchased for $1 million with an RFR on the
Redstar Option Agreement

During the comparative year, the Company granted Redstar Resources
Corporation ("Redstar") the right to earn up to a 70% interest in several of
Rubicon's properties (a total of 226 claim units) at the western end of the Red
Lake gold camp. The properties included in the option are the Baird, Pipestone
North, Pipestone South, Pipestone East and Wolf Bay properties.
Redstar can earn an initial 51% interest in the properties by
making cash payments to the Company totaling $135,000, issuing 500,000
post-consolidation shares (250,000 received) to Rubicon and expending $2.75
million in exploration work over four years, including a firm commitment of
$450,000 for the first year (completed). During the current year, the Company
amended
- 29 -

---

the agreement in which Redstar can increase its interest to 60% by funding
total exploration expenditures of $3 million over eight years and can increase
its interest to 70% by funding and bankable feasibility study and arranging
project financing for a mine. Redstar is also responsible for making all cash
payments to the underlying property vendors and the issuance of 150,000 common
shares to the Company (paid).
Baird Property

The Company entered into a letter agreement for the option to acquire two
unpatented mining claims in consideration for the payment of $750 (paid) and
annual advance royalty payments of $6,000 per year, provided the Company
maintains the claim in good standing with regulatory authorities, commencing
August 1, 2004. The property and royalty is now owned by the Company as part of
the ERD purchase.
Pipestone North Property

The Company obtained an option to acquire a 100% interest in the six
unpatented mining claims in consideration for cash payments aggregating $89,000
($35,000 paid) in stages over three years commencing September 1, 2002, and the
completion of a minimum of $13,000 in exploration work in the property by
September 1, 2002 (completed). The property is subject to a 2% NSR, one half of
which can be purchased by the Company at any time for $500,000. The property and
royalty is now owned by the Company as part of the ERD purchase.
Pipestone South Property

The Company obtained the option to acquire a 100% interest in 15 unpatented
mining claims, in consideration for cash payments aggregating $92,000 ($37,000
paid) and the issuance of 110,000 common shares (issued) paid in stages prior to
September 1, 2004 and the completion of a minimum of $26,000 of exploration
before September 1, 2002 (completed). The property is subject to $10,000 advance
royalty payments commencing in 2005 and a 2% NSR, 1% of which may be purchased
by the Company for $500,000. The property and royalty is now owned by the
Company as part of the ERD purchase.
Pipestone East Property
The Company obtained the option to acquire a 100% interest in 10 unpatented
mining claims, in consideration for cash payments aggregating $81,000 ($30,000
paid) prior to September 1, 2004 and the completion of $12,000 in exploration
work before September 1, 2002 (completed). The property is subject to 2% NSR,
50% of which may be purchased by the Company for $500,000, and an annual advance
royalty of $8,000 commencing in 2005. This property was traded to AngloGold with
the Company retaining a 1.75% NSR.
Wolf Bay Property

The Company obtained the option to acquire18 unpatented mining claims in
consideration for cash payments aggregating $88,500 ($38,000 paid) prior to
August 1, 2004 and the completion of $28,000 in exploration work before
September 1, 2002 (completed). The property is subject to an $8,000 annual
advance royalty commencing in 2005 and a 2% NSR, 50% of which may be purchased
by the Company for $500,000. The property and royalty is now owned by the
Company as part of the ERD purchase.
East Bay Property - Wolfden Option

The Company optioned a portion of its interest in the East Bay Property in
Red Lake, Ontario, to Wolfden Resources Inc. Under the terms of this agreement,
Wolfden, as operator, must spend $5 million to earn a 60% interest over a four
year period, including $750,000 in Year 1, $500,000 of which is a firm
commitment and must be spent by June, 2004. Wolfden must also make cash payments
totaling $100,000 and issue 40,000 Wolfden shares to the Company over the four
year period.Other Ontario Properties
Robbie Lake Property Larder Lake Mining Division

The Company had an option to acquire a 100% interest in 8 unpatented mining
claims by staking and has obtained an option to earn a 100% interest in another
mining claim. The Company reached a new letter agreement, replacing the original
option agreement, under which the Company agreed to reimburse the costs of
another party re-staking eight of the claims, as they became available, in
consideration for the Company retaining a 1% NSR and the right to sub-option the
property from the owner of the claims.

- 30 -

---

NEWFOUNDLAND
Avalon Gold Trend

The Company has four option agreements pursuant to which it may earn a 100%
interest in a total of 600 claims for aggregate consideration of $315,000
($112,500 paid) in cash and the issuance of the share equivalent of $60,000
shares (17,858 issued) over a four year period, and the granting of NSR
royalties ranging form 2% to 3% of which portions can be purchased for
$1,000,000 to $2,000,000 for each option agreement. Subsequent to December 31,
2003, the Company entered into an agreement with IAMGold Corporation ("IAMGold"),
whereby IAMGold can earn an initial 55% interest in these claims by spending
$3,000,000 over a four-year period, including $500,000 before February 2005.
Star Track Gold Trend
The Company has four option agreements pursuant to which it
may earn a 100% interest in a total of 129 claims for aggregate consideration of
$206,500 ($81,000 paid) in cash and the issuance of 280,000 (185,953 issued)
shares over a four year period, and the granting of NSR royalties ranging from
1.0% to 2.0% of which portions can be purchased for $400,000 to $1,500,000 for
each option agreement.
Glenwood-Botwood Basin Gold Trend

The Company has entered into seven option agreements to earn a 100% interest
in a total of 1,133 claims for aggregate consideration of $506,000 ($163,000
paid) in cash and the issuance of 292,000 shares, of which 74,000 shares can be
paid in cash in the amount of $74,000 (92,000 issued, $9,000 paid) over four
years, and the granting of 2% NSRs of which 1% can be purchased for varying
amounts between $1 million to $2.5 million at any time. The Company also has a
100% interest in an additional 2,340 claims acquired by staking.
The Company has optioned 60% interest in approximately six mineral licenses
known as the Wings Point Property, 11 mineral licenses known as the Glenwood
Break Property and seven mineral licenses known as the Victoria Lake Property
(included in the Golden Promise properties) to Crosshair Exploration Mining
Corp. ("Crosshair") in consideration for Crosshair incurring $1.5 million, $2.0
million and $1.75 million respectively ($460,141 spent) in exploration
expenditures and issuing 1,200,000 common shares (535,748 issued) to the
Company. The Company staked an additional 2,900 claims which are included in the
Crosshair option agreement.
New World Gold Trend

The Company has entered into an agreement on the New World
Property to earn a 100% interest in 455 claims for aggregate cash consideration
of $57,000 over four years ($22,000 paid) and the issuance of an aggregate of
45,000 common shares over three years. The owners were granted a 2.0% NSR of
which a 1.0% NSR can be purchased by the Company at any time for $1.0 million.
Great NP Gold Trend Property

The Company acquired approximately 1,500 mineral claims by staking during
2002. The Company has retained 405 mineral claims.Base Metal Properties
Point Leamington PropertyThe Company acquired a 100% interest in a mining lease in the Point
Leamington area for which the Company paid an aggregate of $33,532 and issued
100,000 common shares. The property is subject to a 2% NSR royalty, of which the
Company may purchase 0.5% for $500,000. Subsequent to December 31, 2003, the
Company entered into an option agreement to sell the Point Leamington Property.
See Note 13 to the Consolidated Financial Statements.
Lewis Lake Property

The Company acquired a mineral exploration license of 168 mining claim units
from the Government of Newfoundland in 1997. The property has since been
modified and now consists of three mineral licenses comprising a total of 264
units.
Seal Bay Property

The Company has an option to acquire a 65% interest in two mineral licenses
by incurring total exploration expenditures of $700,000 ($495,000 expended). The
Company and the optionor will form a joint venture when the Company completes
its
- 31 -

---

option. The optionor may elect to increase its interest in the property to
49% by spending an additional $300,000 on exploration within one year of the
Company earning its 65% interest.
West Cleary Property

The Company earned a 51% interest in a mineral license by incurring
exploration expenditures of $81,387.BRITISH COLUMBIA
Axelgold Property Omineca Mining DivisionThe Company acquired an option to earn a 100% interest in 192
mining claim units for which the Company paid $25,000 and issued 40,000 common
shares, and must incur total exploration expenditures of $365,000 by May 15,
2003 (completed). The property is subject to advance royalty payments of $20,000
per year beginning January 1, 2003 and a 3% NSR royalty, which the Company may
purchase for $3.0 million.
During 2002, the Company optioned a 20% interest in the property in
consideration for the optionee incurring $350,000 in exploration work prior to
November 30, 2002 (completed). The optionee has since elected under the option
agreement to convert its interest to common shares of Rubicon and accordingly
the Company issued 441,528 common shares to that party prior to year end.
During 2003, the Company amended the agreement with the underlying owner to
defer advanced royalty payments until May 15, 2004.
Thumb Peak Property Skeena Mining Division

The Company acquired a 20% interest in five mining claims for nominal
consideration.NUNAVUT
Incognita Joint Venture Property Baffin IslandThe Company has a 49% interest in a joint venture with Northstar Exploration
Ltd. ("Northstar") a private company to carry out exploration on 91 mining
claims. Northstar has spent the initial $2 million on exploration on the
property to obtain its 51% interest in the joint venture.
The property is subject to a 1.5% NSR royalty payable to a third party, of
which 0.5% is payable by the joint venture and 1% is payable directly by the
Company. The Company may purchase its portion of the NSR royalty, at the option
of the third party, by either issuing 150,000 common shares of paying $1.0
million, at the election of the royalty holder.
At December 31, 2002, the Company dropped an additional 5% of the mineral
claims originally included in this joint venture, and accordingly has taken a
write-down of $123,351 of the costs deferred to that date. Costs applicable to
each of the claims were not specifically tracked and therefore the write-down
was allocated on a pro-rata basis over all claims and expenditure
classifications.UNITED STATES OF AMERICA 
ALASKA
Palmer PropertyThe Company has an exclusive 99 year mining lease on 340 federal mining
claims located near Haines, Alaska. In 1999, the Company acquired by staking an
additional 36 state claims. During 2002 the 36 claims were dropped.
To maintain the lease, the Company is required to make annual advance royalty
payments of US$42,500 and pay annual assessment fees to the Federal Bureau of
Land Management of US$34,000. The Company was also required to issue a total of
- 32 -

---

200,000 common shares (issued). The lease is subject to a 2.5% net smelter
return ("NSR") royalty of which the Company may purchase portions of the NSR up
to a maximum of 1.5% as follows: 0.5% for US$1,000,000 at any time before the
sixth anniversary of the date of the mineral lease; 0.5% for US$2,000,000 before
the seventh anniversary; and 0.5% for US$3,000,000 before the tenth anniversary.
The Company has a right of first refusal to purchase the NSR or any portion
thereof at any time during the term of the lease. The advance royalty payments
are deductible from the NSR royalty.
During the current year, the Company vended a non-controlling interest in the
Palmer property to Toquima Minerals Corporation. It retains an RFO if the
current owner chooses to option the property.
The Company vended its Palmer property into Toquima Minerals Corporation
during the year 2003 in exchange for common shares. As at December 31, 2003, the
Company held a 60.3% interest in Toquima Minerals Corporation.

Nevada Properties

The Company holds an indirect interest in a number of gold exploration
properties through its subsidiary Toquima Minerals Corporation in the State of
Nevada.

Dispositions

During 2003, the Company wrote off the following properties: the NST English
Property located in Newfoundland and part of the Incognitya JV Property located
in Nunavut Territory.

Expenditures on Exploration and Acquisition

For the financial year ended December 31, 2003, the Company
expended $10,419,694 on mineral properties. Of this amount $2,448,766 was spent
on the McFinley Gold Project, $1,466,746 was spent on the Golden Promise Trend
Properties, and $6,504,182 on other non-principal properties.

Item 5. Operating and Financial Review and Prospects

Summary and Outlook

Rubicon Minerals Corporation (the "Company") is a Canadian
based mineral exploration company that explores for commercially viable gold and
base metal deposits and selectively invests in other mineral exploration and
resource companies which the Company deems to be of merit. The Company is listed
on the Toronto Stock Exchange ("TSX") and is engaged in the acquisition and
exploration of mineral properties (see "Item 9 - The Offer and Listing - C.
Markets").

The Company's key assets are in the Red Lake gold camp, in
the Province of Ontario and in a number of district-scale gold exploration
properties in the Province of Newfoundland and Labrador. The Company also has an
investment in a subsidiary that holds gold and base metal exploration assets in
the States of Nevada and Alaska in the United States.

The Company does not have any producing properties at this
time. The Company is in the process of exploring its mineral properties and has
not yet determined whether these properties contain ore reserves that are
economically recoverable. No appraisal of the value of the Company's properties
has been done to date or will be done, and therefore the properties carrying
values as contained in the Company's financial statements may not prove to be
reliable. The amount of the Company's administrative expenditures is related to
the level of financing and exploration activities that are being conducted,
which in turn may depend on the Company's recent exploration experience and
prospects, as well as the general market conditions relating to the availability
of funding for exploration-stage resource companies. Consequently, the Company
does not acquire properties or conduct exploration work on them on a
pre-determined basis and as a result there may not be predictable or observable
trends in the Company's business activities and comparisons of financial
operating results with prior years may not be meaningful.

At the date of this Form, the Company has not been able to identify a known
body of commercial grade ore on any of its properties and the ability of the
Company to realize the costs it had incurred to date on these properties is
dependent upon the

- 33 -

---

Company being able to identify a commercial ore body, to
finance its exploration costs and to resolve any environmental, regulatory or
other constraints which may hinder the successful development of the property,
or to be able to realize the costs incurred on a subsequent disposition of the
property. No governmental or regulatory authority has endorsed the viability of
the Company's exploration properties.
The Company's consolidated financial statements have been
prepared assuming the Company will continue on a going-concern basis. The
Company has incurred losses since inception and the ability of the Company to
continue as a going concern depends upon its ability to develop profitable
operations and to continue to raise adequate financing. The Company's sole
source of financing is by the issue of common stock from treasury.
Management notes that its ability to finance additional
exploration on its resource properties is contingent on the outcome of
exploration and the accompanying capital markets, factors which are beyond the
Company's control. There can be no assurance that the Company will be able to
continue to raise funds in which case the Company may be unable to meet its
obligations. Should the Company be unable to realize on its assets and discharge
its liabilities in the normal course of business, the net realizable value of
its assets may be materially less than the amounts recorded on the Company's
balance sheets and insolvency and liquidation with a total loss to shareholders
could result.
During the year 2003, the Company achieved a number of its
stated objectives. It raised a net total of $14.4 million in two financings to
allow it to pursue a growth strategy including direct exploration and the
evaluation of new growth opportunities, such as its investment in Toquima
Minerals Corporation which provides our shareholders with low cost exposure to
discovery potential in the State of Nevada. Also in 2003, the Company graduated
onto the senior Toronto Stock Exchange (TSX). This has further enhanced the
Company's market profile and improved the liquidity of its common shares.
As part of its strategy of spreading early stage risk on it
exploration projects, the Company secured several key exploration agreements in
2003 and subsequently. These include Placer Dome (CLA) Canada Ltd. and IAMGold
Corporation on two separate Newfoundland projects and Goldcorp Inc. and Wolfden
Resources Inc. in Red Lake, Ontario. These parties are required to spend a total
of $2.75 million during the first year of their respective options. Overall in
2003, the Company expended $7.9 million on exploration ($3.9 million partner
funded) (49%) and completed approximately 29,000 metres of diamond drilling,
maintaining its position as an aggressive and active explorer.
The Company continues to explore a number of its 100%
controlled projects, where significant exploration advances were made in 2003
and subsequently. At the Company's 100% owned McFinley project, acquired in June
2002, the Company has reported encouraging and economically significant results
from the new Phoenix Zone. In Newfoundland, with partner Placer Dome, the
Company announced significant gold mineralization in three vein zones that form
part of the extensive Golden Promise project on which further diamond drilling
will be continued in 2004.
In 2003, the Company acquired a large portfolio of more than
80 mineral property assets and interests, largely in the Red Lake district in
Northwestern Ontario from prospector/entrepreneur Perry English, many of which
are under option to junior exploration companies. As a result, cash and share
payments formerly due to Mr. English now accrue to Rubicon. In some cases,
Rubicon 'bought back' its own deals from Mr. English thus eliminating the need
for continuing option payments on these properties, totalling $0.1 million in
savings in 2003. The Company holds potential royalties on the 80 mineral
property assets which could become significant if an economic discovery is made
on any of them. In addition to this potential future value, the agreement
provides cost recovery to the Company in the form of cash and/or share payments
from third parties. In 2003, cash and share payments of $0.4 Million were
recovered. This is in addition to $0.3 million in fees received to manage
partner funded projects. In total, the Company recovered $5.0 million of its
exploration costs incurred in 2003.
The Company is well positioned with a strong treasury and
active exploration to realize further shareholder growth. For the year 2004, the
Company has planned over 30,000 metres (98,400ft) of drilling on at least 15 of
its projects with an exploration budget of $5.1 million of which $2.9 million
(57%) will be funded by partners earning in to the Company's projects.

Critical Accounting Policies

The Company prepares its consolidated Financial Statements in
conformity with Generally Accepted Accounting Principles ("GAAP") in Canada,
which conforms in all material respects to United States GAAP. For United States
readers, the Company has detailed the differences and has also provided a
reconciliation of the differences between the United States and Canadian GAAP,
where applicable in note 10 of the Notes to the Consolidated Financial
Statements.

- 34 -

---

The preparation of the Company's Financial Statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. The future recovery of
the deferred property costs and useful lives of equipment are based on
estimates. All estimates are evaluated on an ongoing basis, including those
estimates related to asset impairment. The estimates are based on information
that is currently available and on various other assumptions that management
believes to be reasonable under the circumstances. By their nature, these
estimates are subject to measurement uncertainty and the impact on the
consolidated financial statements of future periods could be material. Actual
results could vary from those estimates under different assumptions and
conditions.
The Company lists its significant accounting policies in Note
2 to its Consolidated Financial Statements, of which the company has identified
the following accounting policies, which are believed to be the most critical in
fully understanding and evaluating the reported financial results:
Deferred Property Costs

The Company records all of its property acquisition costs and
direct exploration costs until the properties are placed into production, sold
or abandoned, at which time the costs will either be amortized on a
unit-of-production or fully charged to operations.
Management regularly reviews the carrying value of the
mineral properties for impairment or permanent declines in the value of the
property by reference to, amongst other things, exploration results experienced
by the Company and others and property transactions that have occurred in the
same geographic area.
Under United States GAAP, all exploration expenditures are expensed until the
Company has determined that the property is capable of economic commercial
production.

A. Operating Results

As the Company does not have any producing mineral
properties, its primary sources of revenue are through interest earned on
amounts on deposit, administration fees for project management on its joint
ventures, and the sale of various assets available for disposition. These
amounts are used to offset some of the administrative operating expenses. The
interest income is dependent on the changing interest rates and funds available
for deposit.

Operating Results

Results of Operations - Fiscal year ended December 31, 2003 compared with
fiscal year ended December 31, 2002

The Company incurred a net loss $2.3 million or $0.05 per share for the
fiscal year 2003 compared to a net loss of $1.1 million or $0.04 for the fiscal
year 2002, an increase of $1.2 million.

$0.4 million in deferred property costs were written off in
fiscal year 2003, an increase of $0.3 million compared to fiscal year 2002.
During fiscal year 2003, the Company wrote off a number of base metal and
grassroots prospects that were not deemed worthy of follow-up exploration.

During the fiscal year 2003, the Company's stock-based
compensation costs recorded increased by $0.4 million compared to fiscal year
2002. The Company granted 895,000 options in fiscal year 2003 with a higher fair
value compared to 1,655,000 options issued in fiscal year 2002.

For the fiscal year 2003, salaries increased by $0.2 million compared to
fiscal year 2002, primarily related to the issuance of management bonuses.

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

- 35 -

---

Results of Operations - Fiscal year ended December 31, 2002 compared with
fiscal year ended December 31, 2001

The Company incurred a net loss of $1.1 million or $0.04 per share for the
fiscal year 2002 compared to a net loss of $2.8 million or $0.14 per share for
the fiscal year 2001, a decrease of $1.7 million.
During the fiscal year 2002, $0.2 million in deferred
property costs were written off, a decrease of $2.2 million compared to fiscal
year 2001. The properties written off included the Pegg Project in Manitoba and
a portion of the Incognita Project in the Canadian Territory of Nunavut.
During the fiscal year 2002, the Company recorded $0.2 million in stock
compensation expense compared to nil in fiscal year 2001.
During the fiscal year 2002, the Company's transfer and
filing fees, consulting, professional fees and investor relations costs
increased by $0.3 million compared to fiscal year 2001 with the hiring of a full
time V.P. of investor relations and increased investor relations and financing
activities.
Results of Operations - Fiscal year ended December 31, 2001 compared with
fiscal year ended December 31, 2000

The Company incurred a net loss of $2.8 million or $0.14 per
share for the fiscal year 2001 compared to a net loss of $0.5 million or $0.03
per share for the fiscal year 2000, an increase of $2.3 million, mainly due to a
substantial write-off of a number of properties in the Canadian Territory of
Nunavut.

Investing Activities - Fiscal year ended December 31, 2003

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

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

Investing Activities - Fiscal year ended December 31, 2002

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

Investing Activities - Fiscal year ended December 31, 2001

The Company incurred $2.0 million in exploration costs and
option payments. It used $0.8 million from its working capital reserve,
recovered $1.1 million from joint venture partners and issued common shares to
pay for $0.1 million in option payments.

B. Liquidity and Capital Resources

The Company is presently exploring its properties for sufficient ore reserves
to justify production. None of the Company's properties are yet in production
and consequently do not produce any revenue. As a result, the Company's ability
to conduct

- 36 -

---

operations, including the acquisition and exploration of
mineral properties, is based completely on its ability to raise funds, primarily
from equity sources. While the Company believes it has sufficient capital and
liquidity to finance operations for the next fiscal year, its ability to
continue operations beyond then and the recoverability of amounts recorded for
mineral properties and deferred exploration is dependent on the discovery of
economically recoverable reserves on its mineral properties, the ability of the
Company to obtain additional financing to complete exploration and initiate
development and upon future profitable production or on sufficient proceeds from
disposition of such properties.
The Company will have to obtain financing in the future
through any or all of: i) joint venturing projects, ii) debt financing, iii)
equity financing, or other means. There can be no assurance that the Company
will succeed in obtaining additional financing, now or in the future. Failure to
raise additional financing on a timely basis could cause the Company to suspend
its operations and eventually to forfeit or sell, at fair market value, its
interest in its properties.
Liquidity and Capital Resources - Fiscal year ended December 31, 2003

The Company had a working capital position of $11.5 million as at December
31, 2003. This did not include $0.4 million in investments in a number of
publicly listed and private companies.
During the fiscal year 2003, the Company issued 13,979,329
common shares pursuant to private placements raising $14.4 million net of share
issue costs, issued 2,022,740 common shares from the exercise of warrants
raising $1.5 million and issued 1,547,500 common shares from the exercise of
options raising $0.6 million.
The Company major source of financing is from the sale of
shares issued from treasury, the exercise of stock options and warrants, if any,
and the disposal of available investments. The company has sufficient funds to
meet its working capital requirements and property maintenance costs, some
exploration of its mineral properties and investments in other mineral resource
companies for the foreseeable future. Additional amount of funds available for
exploration of its properties, acquisition of additional mineral properties and
investments in other mining resource companies is dependent on whether and how
much the Company can raise in additional equity financing, the amount of
exploration carried out by existing joint venture partners and the ability of
the Company to successfully negotiate joint ventures for third party funding of
exploration costs.

Liquidity and Capital Resources - Fiscal year ended December 31, 2002

The Company had a working capital position of $0.8 million as at December 31,
2002.

The Company sole source of financing was from the sale of
shares issued from treasury and the exercise of options and warrants. During the
fiscal year 2002, the Company issued 5,368,463 common shares pursuant to private
placements raising $3.6 million net of share issue costs, issued 3,671,393
common shares from the exercise of warrants raising $2.1 million and issued
167,500 common shares from the exercise of options raising $0.1 million.

The Company needed to raise additional equity financing to finance
exploration costs for the subsequent year and to increase working capital.

Liquidity and Capital Resources - Fiscal year ended December 31, 2001

The Company had a working capital position of $1.0 million as at December 31,
2001.

The Company sole source of financing was from the sale of
shares issued from treasury and the exercise of options and warrants. During the
fiscal year 2001, the Company issued 3,427,858 common shares pursuant to private
placements raising $1.1 million net of share issue costs and issued 337,500
common shares from the exercise of warrants raising $0.3 million.

The Company needed to raise additional equity financing to finance
exploration costs for the subsequent year and to increase working capital.

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

- 37 -

---

The Company is a mineral exploration enterprise and does not
engage in conventional research and development. It has not incurred research
and development expenses or adopted research and development policies within its
last three fiscal years. However, the Company conducts extensive mineral
exploration activities (see "Item 4 - Information on the Company - D. Property,
Plants, and Equipment," above).D. Trend InformationThe Company is a mineral exploration enterprise.
Consequently, there is no production, sales, or inventory in the conventional
sense. The Company's financial success will be dependent upon the extent to
which it can discover mineralization and the economic viability of developing
such properties. Such development, if initiated, may take years to complete and
the amount of resulting income, if any, is difficult to determine with any
certainty. The Company lacks mineral reserves and to date has failed to produce
revenues. See "Item 3 - Key Information - D. Risk Factors - Mineral Exploration
and Development" and "Economics of Developing Mineral Properties" above. The
sales value of any mineralization discovered by the Company is largely dependent
upon factors beyond the Company's control such as the market value of the metals
produced.
Other than as disclosed herein, the Company is not aware of
any trends, uncertainties, demands, commitments or events which are reasonably
likely to have a material effect upon the Company's net sales or revenues,
income from continuing operations, profitability, liquidity or capital
resources, or that would cause reported financial information not necessarily to
be indicative of future operating results or financial condition.Item 6. Directors, Senior Management and Employees.
A. Directors and Senior Management

|                           |                                                  |                      |                 
|-------------------------- | ------------------------------------------------ | -------------------- | ----------------
|Name, Position, Age and    | Principal Occupation or Employment               | Period as a Director | % of time on    
|Country of Residence       |                                                  | of the Company       | Company business
|J. GARFIELD MACVEIGH       | Exploration Geologist; Chairman of the
    Board |                      |                 
|Chairman of the Board of   | of Directors and Director of the
    Company;    |                      |                 
|Directors and Director     | President and Director Rubicon
    Management    | March 6, 1996 to     | 100%            
|Born: October 25, 1948     | Ltd.                                             | date                 |                 
|Resident of Canada         |                                                  |                      |                 
|                           |                                                  |                      |                 
|DAVID W. ADAMSON           | Exploration Geologist; President, CEO
    and    |                      |                 
|President, Chief Executive | Director of the Company; Director,
    Rubicon   |                      |                 
|Officer and Director       | Management Ltd.                                  | March 6, 1996 to     |                 
|Born: August 9, 1959       |                                                  | date                 | 100%            
|Resident of Canada         |                                                  |                      |                 
|                           |                                                  |                      |                 
|MICHAEL J. GRAY            | Exploration Geologist; Secretary,
    Vice-      |                      |                 
|Secretary, Vice-President, | President, Exploration and Director of
    the   |                      |                 
|Exploration and Director   | Company; Director and Secretary of
    Rubicon   | March 6, 1996 to     |                 
|Born: November 8, 1961     | Management Ltd.                                  | date                 | 100%            
|Resident of Canada         |                                                  |                      |                 
|                           |                                                  |                      |                 
|PETER G. WONG              | Chartered Accountant, CFO of the
    Company     |                      |                 
|Chief Financial Officer    |                                                  | December 11, 2003    |                 
|Born: February 22, 1966    |                                                  | to date              | 100%            
|Resident of Canada         |                                                  |                      |                 

- 38 -

---



|                         |                                                      |                       |                  
|------------------------ | ---------------------------------------------------- | --------------------- | -----------------
|Name, Position, Age and  | Principal Occupation or Employment                   | Period as a Director  | % of time on     
|Country of Residence     |                                                      | of the Company        | Company business 
|WILLIAM J. CAVALLUZZO    | Vice-President, Investor Relations                   |                       |                  
|Vice-President, Investor |                                                      |                       |                  
|Relations                |                                                      | N/A                   | 100%             
|Born: December 29, 1943  |                                                      |                       |                  
|Resident of Canada       |                                                      |                       |                  
|DOUGLAS B. FORSTER       | Exploration Geologist; Director of the               |                       |                  
|Director                 | Company; President, Quarry Capital                   |                       |                  
|Born: February 4, 1959   | Corporation; Director of Odyssey
    Resources       | June 1, 1996 to date  | 10%              
|Resident of Canada       | Limited.                                             |                       |                  
|DAVID R. REID            | Director of the Company; Lawyer and
    Senior       |                       |                  
|Director                 | Partner, Davis & Company, Barristers &               |                       |                  
|Born: February 23, 1955  | Solicitors                                           | April 6, 2001 to date | 5% or as required
|Resident of Canada       |                                                      |                       |                  
|PHILIP S. MARTIN         | Director of the Company; Principal.,
    P.S. Martin |                       |                  
|Director                 | & Associates, Financial Consultants;
    Director,   |                       |                  
|Born: November 12, 1944  | Southern Era Resources Limited, Beta
    Minerals    | July 11, 2003 to date | 5% or as required
|Resident of Canada       | Inc. and Asia Now Resources Limited                  |                       |                  

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

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

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

Peter G. Wong, CA, the Chief Financial Officer of Rubicon Minerals
Corporation received his Bachelor of Commerce in 1989 from the University of
British Columbia. He articled with the accounting firm of Deloitte & Touche and
received his Canadian Chartered Accountant designation in 1992. He has worked in
senior financial positions with a number of publicly listed companies in the
mining exploration, development and production stages for over 14 years.

William J. Cavalluzzo, the Vice-President of Investor
Relations of Rubicon Minerals Corporation,

- 39 -

---

Douglas B. Forster, B.Sc., M.Sc., P.Geo., a Director of
Rubicon Minerals Corporation, has been associated with the mineral exploration
and mine development industry for the past 20 years. He holds a Bachelor of
Science degree (Geology - 1981), and a Master of Science degree (Economic
Geology - 1984) from the University of British Columbia. From 1978 to 1986 Mr.
Forster held a variety of geological positions with both junior and senior
mineral exploration companies including Rio Algom Exploration Inc., Greater
Western Petroleum Corp., Homestake Mineral Development Co. and United Mineral
Services Ltd. From 1987 to 1994 Mr. Forster held senior executive and/or
managing director positions with mine development companies listed on the TSX
Venture Exchange (formerly the CDNX and Vancouver Stock Exchange), The Toronto
Stock Exchange and NASDAQ including El Condor Resources Ltd. (1991-1994),
Farallon Resources Ltd. (1991-1994), Taseko Mines Limited (1990-1994), Covenant
Resources Ltd. (1990-1994), Continental Gold Corp. (1987-1990), North American
Metals Corp. (1988) and Pacific Sentinal Gold Corp. (1987-1994). Mr. Forster is
President of Quarry Capital Corporation and since 1994 has been assisting
resource and technology companies in matters pertaining to corporate development
and finance. He is a director of Odyssey Resources Limited (2001 to present),
Sonic Environmental Solutions Inc. (2002 to present) and Radiant Communications
Inc (2000 to present). Mr. Forster is a registered member of the Association of
Professional Engineers and Geoscientists of British Columbia, Canada.
David R. Reid, B.A., LL.B., Director of Rubicon Minerals
Corporation, acts as counsel to major and junior mining companies, non-resource
based companies as well as public companies listed on the various stock
exchanges in Canada and the United States. Mr. Reid holds a Bachelor of Arts
degree and a law degree from the University of Victoria and is a member of the
British Columbia and Ontario Bars. He was formerly a partner of major law firms
in Vancouver and Toronto prior to founding Reid & Company, Barristers &
Solicitors, in May 1995. Mr. Reid joined the firm of Davis & Company in March
2002. Mr. Reid has extensive experience in securities and corporate-commercial
law and will provide part-time services to the Company as required by the board
of directors of the Company.
Philip S. Martin, Director of Rubicon Minerals
Corporation, has a B.Sc. (Hons) degree in Mining Engineering from the Royal
School of Mines, Professional Engineer designation in Ontario and an MBA from
Cranfield University, UK. Mr. Martin is based in Toronto and has over 30 years
experience in the mining industry ranging from mining engineer (1969-1979),
corporate finance positions with Toronto Dominion Bank (1979-1986), research
analyst (1986-1994). Mr. Martin currently provides consulting services to the
corporate and financial sectors. Mr. Martin was Director and Managing Partner of
Gordon Capital Corporation (1995-1998) and Director/Vice President of First
Associates Investments Inc. (2000-2002).
Although Mssrs. MacVeigh, Adamson, and Gray hold positions
with Rubicon Management Ltd. ("RML"), the sole purpose of RML is to act as a
holding company. RML does not actively conduct business, nor does it have a
management relationship with the Corporation. Consequently, as indicated above,
Mssrs. MacVeigh, Adamson and Gray devote substantially all of their time to the
Corporation.
B. Compensation
Compensation of Executives and Directors

The following table sets forth all compensation paid by the
Company and its subsidiaries in respect of the individuals who held the
executive officer positions: J. Garfield MacVeigh, Chairman of the Board, David
W. Adamson, President and CEO, Michael J. Gray, Secretary and Vice-President
Exploration, William J. Cavalluzzo, Vice-President Investor Relations and Peter
G. Wong, Chief Financial Officer, for the last financial year ended 2003. The
table further sets forth all compensation paid by the Company and its
subsidiaries to the other directors of the Company, Douglas B. Forster, David R.
Reid And Philip S. Martin. The Company has no pension plan and no other
arrangement for non-cash compensation to the directors of the Company except
stock options.- 40 -

---



|Name and         | Year | Annual Compensation | Long Term Compensation | All Other  
|---------------- | ---- | ------------------- | ---------------------- | -----------
|Principal        |      |                     |                        |            
|Position         |      |                     |                        |            
|                 |      |                     |                        |            
|                 |      |                     |                        | Other      
|                 |      | Salary              | Bonus                  | Annual     
|                 |      | ($)                 | ($)                    | Compen-    
|                 |      |                     |                        | sation     
|                 |      |                     |                        | ($)        
|                 |      |                     |                        |            
|J. Garfield      |      |                     |                        |            
|MacVeigh         |      |                     |                        |            
|                 | 2003 | 60,000              | 35,000                 | 282,500    
|Chairman of the  |      |                     |                        |            
|Board            |      |                     |                        |            
|David W.         |      |                     |                        |            
|Adamson          |      |                     |                        |            
|                 | 2003 | 78,000              | 60,000                 | 265,000(1) 
|President &      |      |                     |                        |            
|CEO              |      |                     |                        |            
|Michael J. Gray  |      |                     |                        |            
|                 | 2003 | 78,000              | 35,000                 | 282,500(12)
|Secretary & VP   |      |                     |                        |            
|Exploration      |      |                     |                        |            
|William J.       |      |                     |                        |            
|Cavalluzzo       |      |                     |                        |            
|                 | 2003 | 60,000              | N/A                    | $274,000   
|VP Investor      |      |                     |                        |            
|Relations        |      |                     |                        |            
|Peter G. Wong    |      |                     |                        |            
|                 |      |                     |                        |            
|CFO              | 2003 | 3,913               | N/A                    | Nil        
|                 |      |                     |                        |            
|Douglas B.       |      |                     |                        |            
|Forster          |      |                     |                        |            
|                 | 2003 | 0                   | N/A                    | 147,000    
|Director         |      |                     |                        |            
|                 |      |                     |                        |            
|David R. Reid    |      |                     |                        |            
|                 |      |                     |                        |            
|                 | 2003 | N/A                 | N/A                    | 183,000    
|Director         |      |                     |                        |            
|                 |      |                     |                        |            
|Philip S. Martin |      |                     |                        |            
|                 |      |                     |                        |            
|Director         | 2003 | N/A                 | N/A                    | Nil        

Notes:

(1)

Options to purchase shares in the capital stock of the
Company are granted by the Board of Directors of the Company. At the time of
grant the maximum number of shares which could be issued under stock options was
10% of the issued capital of the Company. The stock options were granted under
the policies of the TSX Venture Exchange and at that time the exercise price of
the stock options was not permitted to be lower than the average of the closing
prices of the shares of the Company for the 10 trading days immediately
preceding the date of grant. The terms of the stock option agreements provide
that the options will terminate 30 days after the optionee ceases to be a
director, senior officer or employee of the Company, except by reason

- 41 -

---

of the death of the optionee, in which case the optionee's personal
representative may exercise the options by the earlier of one year following the
date of death or the expiry date of the stock options.
Termination of Employment, Change in Responsibilities and Employment
Contracts

By an employment agreement dated January 1, 2002, the Company engaged the
services of David W. Adamson as President and CEO, and to provide geological
services to the Company, under which he receives a salary of $78,000 per annum.
Mr. Adamson's salary was increased to $130,000 per annum effective January 1,
2004. This employment agreement provides that in the event of a significant
change in the affairs of the Company such as a takeover bid, change of control
of the Board, the sale, exchange or other disposition of a majority of the
outstanding common shares of the Company, the merger or amalgamation or other
corporate restructuring of the Company in a transaction or series of
transactions in which the Company's members receive less than 51% of outstanding
common shares of the new or continuing corporation ("Significant Change"), then
at the option of Mr. Adamson exercisable at any time within 18 months after the
date of such event, Mr. Adamson may elect ("Election") to continue to be
employed by the Company or give notice of termination in which event the Company
shall pay Mr. Adamson an amount equal to two times the annual salary then in
effect. Previously, by an employment agreement dated August 1, 1996, the Company
engaged the services of David W. Adamson as Vice-President, Exploration and to
provide geological services to the Company under which he received a salary of
$60,000 per annum for a term of three years ending on July 31, 1999, which was
automatically renewed annually on the anniversary date for further terms of one
year each and also applied to Mr. Adamson in his capacity as President and Chief
Executive Officer of the Company up to the fiscal year ended December 31, 2001.
By an employment agreement dated January 1, 2002, the Company engaged the
services of Michael J. Gray as VP Exploration, CFO and Secretary and to provide
geological services to the Company, under which he receives a salary of $78,000
per annum. Mr. Gray's salary was increased to $100,000 per annum effective
January 1, 2004. The terms and conditions of the January 1, 2002 employment
agreement with Mr. Gray regarding a Significant Change are the same as the
January 1, 2002 employment agreement with David W. Adamson described above.
Previously, by an employment agreement dated August 1, 1996 the Company engaged
the services of Michael J. Gray to act as Secretary and Exploration Manager and
to provide geological services to the Company under which he received a salary
of $60,000 per annum for a term of three years ending on July 31, 1999, which
was automatically renewed annually on the anniversary date for further terms of
one year each. This employment agreement also applied to Mr. Gray in his
capacity as Chief Financial Officer and Vice-President Exploration up to the
fiscal year ended December 31, 2001.
The criteria used to determine the amount payable to the
Named Executive Officers was based on industry standards and the Company's
financial circumstances. The January 1, 2002 employment agreements with the
Named Executive Officers were accepted by the Board of Directors based on
recommendations of the Compensation Committee.
Compensation of Directors

During the fiscal year ended December 31, 2003, the Company paid cash
compensation, directly or indirectly, to Directors of the Company other than the
Named Executive Officers (the "Other Directors") as follows:
J. Garfield MacVeigh, Chairman of the Board, was paid
  $60,000 for services as an officer and for providing geological services to
  the Company. The Company also awarded Mr. MacVeigh a bonus of $35,000 which
  was accrued in 2003 and paid in 2004; and
  Davis & Company, the Company's legal counsel, was paid $291,791 in legal
  fees by the Company for legal services. David R. Reid, a director of the
  Company, is a partner of Davis & Company.By an employment agreement dated August 1, 1996 the Company
engaged the services of J. Garfield MacVeigh to act as President and CEO, and to
provide geological services to the Company. Under the employment agreement, Mr.
MacVeigh received a salary of $60,000 per annum for a term of three years ending
on July 31, 1999, which has been automatically renewed annually on the
anniversary date for further terms of one year each and now also applies to Mr.
MacVeigh in his capacity as Chairman. Mr. MacVeigh's salary was increased to
$85,000 per annum effective January 1, 2004. The August 1, 1996 employment
agreement with Mr. MacVeigh regarding a Significant Change is on the same terms
and conditions as the August 1, 1996 employment agreement with Messrs. Adamson
and Gray described above.
- 42 -

---

The Company has no pension plan and no standard or other
arrangement for compensation to the Other Directors of the Company except the
granting of stock options. The following table sets forth particulars of stock
options granted by the Company to the Other Directors during the financial year
ended December 31, 2003:

|Name
    of Other | Date
    of Grant | Number of Common | Exercise Price | Expiry Date  
|----------------- | ----------------- | ---------------- | -------------- | -------------
|Director          |                   | Shares           |                |              
|PHILIPS.MARTIN    | July 18, 2003     | 225,000          | $0.84          | July 18, 2007

The foregoing stock options were granted by the Board of Directors based upon
the recommendation of the Compensation Committee pursuant to the Company's Stock
Option Plan (the "Plan") which was approved by the shareholders at the 2003
Annual General Meeting. Under the terms of the Plan, the options will terminate
90 days after the optionees ceases to be a director, senior officer or employee
of the Company, except by reason of the death of the optionee, in which case the
optionee's personal representative may exercise the options by the earlier of
one year following the date of death or the expiry date of the stock option.

Report on Executive Compensation

When determining the compensation of its executive officers,
the Board considers the objectives of: (i) recruiting and retaining the
executives critical to the success of the Company and the enhancement of
shareholder value; (ii) providing fair and competitive compensation; (iii)
balancing the interests of management and shareholders of the Company; and (iv)
rewarding performance, both on an individual basis and with respect to the
business in general. In order to achieve these objectives, the compensation paid
to executive officers consists of three components:

1. base salary; 
2. bonus; and 
3. long-term incentive in the form of stock options granted in accordance with
the policies of the TSX Venture Exchange.

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

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

Long-Term IncentiveThe Company provides a long-term incentive by granting stock options
to executive officers. On May 6, 2003, the Board adopted a Stock Option Plan to
provide incentive to directors, officers, employees and consultants. Any options
granted permit executive officers to acquire Common shares at an exercise price
equal to the closing market price of such shares under option on the trading day
immediately preceding the date on which the option was granted, less any
discounts permitted under the policies of the stock exchange on which the Common
shares of the Company are listed. The objective of granting options is to
encourage executive officers to acquire an ownership interest in the Company
over a period of time, which acts as a financial incentive for such executive
officer to consider the long-term interests of the Company and its shareholders.

|The foregoing report has been submitted by: | David R. Reid (Chair),                 
|------------------------------------------- | ---------------------------------------
|                                            | Douglas B. Forster and Philip S. Martin
|                                            | Compensation Committee                 

C. Board Practices

- 43 -

---

The Board of Directors presently consists of six directors
who were elected at the annual general meeting of the shareholders of the
Company, held on June 12, 2003. Each director holds office until the next annual
general meeting of the Company or until his successor is elected or appointed,
unless his office is earlier vacated in accordance with the Articles of the
Company, or with the provisions of the Company Act. J. Garfield MacVeigh, David
W. Adamson, and Michael J. Gray have served as directors of the Company since
March 6, 1996. Douglas B. Forster has served as a Director of the Company since
June 1, 1996, David R. Reid has served as a Director since April 6, 2001 and
Philip S. Martin has served as a Director since February 15, 2003.
Other than as disclosed herein, neither the Company nor its
subsidiaries have entered into contracts providing for benefits to the directors
upon termination of employment. Messrs. MacVeigh, Gray, and Adamson have entered
into employment agreements with the Company. Those agreements may provide for a
year's salary upon termination of employment (see "Termination of Employment,
Change in Responsibilities and Employment Contracts," above).
Mandate and Responsibility of the Board

The Board is responsible for supervising the management of
the Company's business and the conduct of the Company's affairs generally. The
Board actively participates in strategic planning and is responsible for
reviewing and approving the Company's operating plans. The Board also takes
responsibility for identifying the principal risks of the Company's business and
for ensuring these risks are effectively monitored and mitigated to the extent
reasonably practicable. Appropriate succession planning, including the
recruitment, training, supervision, compensation and performance assessment of
the Company's senior management personnel also falls within the ambit of the
Board's responsibilities.
In keeping with its overall responsibility for the
stewardship of the Company, the Board is responsible for the integrity of the
Company's internal control and management information systems and for the
Company's policies respecting corporate disclosure and communications.
Composition of the Board

Two of the Company's six incumbent directors are presently
unrelated for the purposes of the Guidelines. During the ensuing year, the Board
will seek one or more suitable candidates for appointment to the Board who meet
the unrelated test in the Guidelines.
The Board consists of a majority of related directors for the
purposes of the Guidelines. Of the six individuals on the Board, related
management directors are J. Garfield MacVeigh, who is Chairman of the Board,
David W. Adamson, who is President & CEO and Michael J. Gray, who is Secretary
and VP Exploration. David R. Reid who is the Company's legal counsel, is a
related outside director. Douglas B. Forster and Philip Martin, the remaining
directors are free of any interest (other than shareholding), business or other
relationship which could, or could reasonably be perceived to, materially
interfere with their ability to act with a view to the best interests of the
Company.
The current size of the Board is such that the entire Board takes
responsibility for selecting new directors. In connection with the Board's
search for suitable candidates for appointment to the Board who meet the
unrelated test in the Guidelines, all of the current Board members will assess
potential candidates.
The Board will consider implementing in the future a formal
process for assessing Board effectiveness should circumstances warrant. Based on
the Company's size, its stage of development and the limited number of
individuals on the Board, the Board considers a formal assessment process of the
nature recommended by the Guideline to be inappropriate at this time. The Board
plans to continue evaluating its own effectiveness on an ad hoc basis.
New directors are provided with an information package about
the Company and are briefed on strategic plans, short, medium and long term
corporate objectives, business risks and mitigation strategies, corporate
governance guidelines and existing Company policies.
The Company increased the size of the Board to six directors
during the 2003 financial year and the Board will appoint a minimum of one
independent director by the 2005 annual meeting. The Board considers its size
appropriate for effective decision making.
- 44 -

---

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

Committees of the Board consist of an Audit Committee, a
Corporate Governance Committee and a Compensation Committee. The Audit Committee
presently consists of two unrelated outside directors, Douglas B. Forster
(Chair) and Philip S. Martin and one outside related director, David R. Reid.
The Company intends to seek one additional unrelated outside director to ensure
its Audit Committee is composed solely of unrelated outside directors. The role
of the Audit Committee is to oversee the Company's financial reporting
obligations, systems and disclosure and to act as a liaison between the Board
and the Company's auditors. The activities of the Audit Committee typically
include reviewing annual financial statements, ensuring that internal controls
over accounting and financial systems are maintained and that accurate financial
information is disseminated to shareholders, reviewing the results of internal
and external audits and any change in accounting procedures or policies, and
evaluating the performance of the Company's auditors.
The Company's board of directors has determined that it does
not have a member of its audit committee that qualifies as an "audit committee
financial expert" as defined in Item 401(e) of Regulation S-B, and is
"independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the
Securities Exchange Act of 1934, as amended. The board believes that the members
of board of director are collectively capable of analyzing and evaluation the
Company's financial statements and understanding its internal controls and
procedures for financial reporting. In addition, the board believes that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
the Company's circumstances given the early stages of exploration and
development and the fact that the Company has not generated revenues to date.
The Corporate Governance Committee presently consists of
Philip S. Martin (Chair), David R. Reid and Douglas B. Forster. The Corporate
Governance Committee is in the process of reviewing current governance
guidelines and will, if necessary, formulate corporate governance guidelines for
the Company which will be presented to the Board for their acceptance by
September 30, 2004.
The Compensation Committee consists of two outside unrelated
directors, Douglas B. Forster and Philip S. Martin, and one outside related
director, David R. Reid (Chair), the Company's legal counsel, none of whom are
members of management. The role of the Compensation Committee is primarily to
administer the Company's Stock Option Plan and to determine the remuneration of
executive officers.
The full Board assumes responsibility for developing and
implementing the Company's approach to corporate governance issues. The
President and CEO is responsible for over-seeing and executing the corporate
governance policy of the Board. The Corporate Governance Committee makes
on-going assessments and amendment recommendations to the Board.

Board Approvals and Review

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

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

Board Independence

The Board is currently composed of three management related directors and
three non-management directors, two of whom are unrelated and one is an outside
related director. The Company intends appoint at least one additional unrelated
director which

- 45 -

---

will increase the independence of the Board from management. The Company will
ask this new Board member, when appointed, to sit on each of the Remuneration,
Audit and Corporate Governance Committees.
Audit Committee Independence

At present, there are two members of the Audit Committee who
are unrelated outside directors and one related outside director. The Audit
Committee will be reconstituted after the meeting and upon the appointment of
one or more additional unrelated directors to the Board, the composition of the
Audit Committee will be changed so that all the members of the Audit Committee
will be unrelated outside directors. The role of the Audit Committee is
described under "Description of Board Committees" above.
Independent Advisor

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

D. Employees

As of December 31, 2003, the Company had twelve full time
employees (five of which are management), four full time contractors
approximately 10 seasonal employees and up to 20 short term contracts with
contractors/consultants. In 2002 the Company had five full time employees (four
of which are management), two full time contractors, 10 seasonal employees and
up to 20 short term contracts with contractors/consultants. In 2001, the Company
had five full time employees (three of which were management), one full time
contractor and one part time contractor. During 2000, the company had four full
time employees (three of which were management), one part time employee, one
seasonal employee and four short term contracts with contractors/consultants. In
1999, the Company had threefull time employees (management), one part
time employee, one long term consulting contract, and three short term contracts
with contractors/consultants. As noted above, the Company engages independent
contractors from time to time to supply work on specific corporate business and
project exploration programs.

E. Share Ownership

With respect to the persons listed in "Item 6 - Directors,
Senior Management and Employees - B. Compensation," above, the following table
discloses the number of Shares and percent of the Shares outstanding held by
those persons, as of April 19, 2004. The Shares possess identical voting rights.

Director and Senior Management Share Ownership as at April 29, 2004

|                                   |               |                                               
|---------------------------------- | ------------- | ----------------------------------------------
|Name and Title                     | No. of Shares | Percent of Shares Outstanding of
    the Class
|J.GARFIELDMACVEIGH                 |               |                                               
|Chairman of the Board of Directors | 1,288,096 (1) | 2.45%                                         
|                                   |               |                                               
|DAVIDW.ADAMSON                     |               |                                               
|President, CEO, and Director       | 1,070,766 (1) | 2.04%                                         
|                                   |               |                                               
|MICHAELJ.GRAY                      |               |                                               
|Secretary, CFO, Vice-President,    | 1,132,366(1)  | 2.16%                                         
|Exploration and Director           |               |                                               
|                                   |               |                                               
|WILLIAMJ.CAVALLUZZO                | 215,628       | 0.41%                                         
|Vice-President Investor Relations  |               |                                               
|                                   |               |                                               
|PETERG.WONG                        | 0             | 0.00%                                         
|Chief Financial Officer            |               |                                               
|                                   |               |                                               
|DOUGLASB.FORSTER                   | 1,252,830     | 2.39%                                         
|Director                           |               |                                               

- 46 -

---



|               |               |                                               
|-------------- | ------------- | ----------------------------------------------
|Name and Title | No. of Shares | Percent of Shares Outstanding of
    the Class
|DAVIDR.REID    |               |                                               
|Director       | 125,000       | 0.24%                                         
|               |               |                                               
|PHILIPS.MARTIN |               |                                               
|Director       | 19,500        | 0.04%                                         

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

The following table discloses the share options granted to the aforementioned
persons, as of December 31, 2003. The options are for Common Shares.

Director and Management Stock Options as at December 31, 2003 and April 29,
2004

|Name of Person(s)     | Date of Grant or  | Reason for Grant or   | # Shares   | Exercise   | Expiry Date   
|--------------------- | ----------------- | --------------------- | ---------- | ---------- | --------------
|                      | Issuance          | Issuance              | Subject to | Price (Per |               
|                      |                   |                       | Issuance   | Share)     |               
|William J. Cavalluzzo | August 8, 2002    | Employee Stock Option | 175,000    | $0.83      | August 8, 2007
|J. Garfield MacVeigh  | August 8, 2002    | Director Stock Option | 175,000    | $0.83      | August 8, 2007
|David W. Adamson      | August 8, 2002    | Director Stock Option | 175,000    | $0.83      | August 8, 2007
|Michael J. Gray       | August 8, 2002    | Director Stock Option | 175,000    | $0.83      | August 8, 2007
|Douglas B. Forster    | August 8, 2002    | Director Stock Option | 175,000    | $0.83      | August 8, 2007
|David R. Reid         | August 8, 2002    | Director Stock Option | 175,000    | $0.83      | August 8, 2007
|Philip S. Martin      | February 15, 2003 | Consultant Stock      | 125,000    | $0.76      | Expired       
|                      |                   | Option                |            |            |               
|Philip S. Martin      | July 18, 2003     | Director Stock Option | 225,000    | $0.84      | July 18, 2007 
|Peter G. Wong         | December 10,      | Employee Stock Option | 300,000    | $1.45      | December 10,  
|                      | 2003              |                       |            |            | 2013          

Note: 
(1) These consultant stock options expired upon Mr. Martin becoming a Director
of the Company in July 2003.

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

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

Item 7. Major Shareholders and Related Party Transactions.

A. Major Shareholders

Names of Stockholders Owning 5% or More of Outstanding Shares

Based on a list of the registered shareholders of the Company as at April 19,
2004, and to the knowledge of management of the Company, the following
shareholders were the beneficial owners of 5% or more of the outstanding shares
of the Company:

|Name of Shareholder | Number of Shares | Percentage
|------------------- | ---------------- | ----------
|John Tognetti       | 7,621,513 (1)    | 14.51%    

- 47 -

---

(1)Of these shares, 1,272,000 are held by family members of John
Tognetti.

There have no significant changes in holdings by any of the
5% shareholders within the last 3 years. As at May 30, 2003, Mr. Tognetti held
4,370,533 shares, at April 29, 2002, Mr. Tognetti held 4,495,583 shares and as
at August 10, 2001 Mr. Tognetti held 3,273,276 shares. RML's share position has
remained the same.

None of the foregoing shareholders have voting rights different from the
voting rights of other shareholders.

Record Holders Resident In the United States

Based upon the Company's knowledge, and according to the
records of the Company's registrar and transfer agent, Computershare Investor
Services Inc., the following table sets forth certain information regarding
record holders of the Company's equity securities resident in the United States
as of April 19, 2004:

|                  |                     |              |                     |                   
|----------------- | ------------------- | ------------ | ------------------- | ------------------
|Title of Class of | No. of Registered   | Total Shares | Shares Held by U.S. | Percentage Held by
|Securities        | Holders Resident in | Outstanding  | Residents           | U.S. Residents    
|                  | the U.S.            |              | (Registered)        |                   
|Common Shares     | 9                   | 52,516,131   | 689,110             | 1.31%             

Controlling Corporations

RML, of 119 - 53rd Street, Delta, B.C., Canada,
holds 2,300,000 Shares, or 4.4% of the outstanding shares of the Company. RML, a
principal shareholder and promoter of the Company, was incorporated on June 5,
1995 under the Company Act. It is owned as to 1/3 each by J. Garfield MacVeigh,
David W. Adamson and Michael J. Gray, all directors and officers of the Company.
RML possesses a controlling interest, the direct or indirect power to direct the
management and policies of the Company.

B. Related Party Transactions

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

During 2003, the Company paid a law firm, of which a partner
is a director of the Company, $291,791 (2002 - $293,568; 2001 - $125,527) for
legal services and a t December 31, 2002 this firm is owed $62,569 for the
unpaid portion of this amount (2002 - $2,000; 2001 - $29,276).

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

- 48 -

---

transaction, unless he or she discloses his or her interest,
after the disclosure the proposed contract or transaction is approved by the
directors, and he or she abstains from voting on the approval of the proposed
contract or transaction, or unless the contract or transaction was reasonable
and fair to the Company at the time it was entered into, and after full
disclosure of the nature and extent of his or her interest, it is approved by
special resolution.

RML is a holding company for 2,300,000 shares in the Company,
a third of which are each beneficially owned by J. Garfield MacVeigh, David W.
Adamson and Michael J. Gray. These individuals are directors of RML. See "Item 6
- Directors, Senior Management and Employees - A. Directors and Senior
Management." No other arrangements exist between RML and the Company.

Since January 1, 2003, one insider of the Company has
participated in the Company's private placements. John Tognetti is deemed an
insider of the Company, because he owns approximately 14.51% of the outstanding
shares of the Company, more than 10% of the voting rights attached to all
outstanding voting shares of the Company.

|              |                   |               |         |                |              
|------------- | ----------------- | ------------- | ------- | -------------- | -------------
|Name          | Financing         | Security Type | Number  | Purchase /     |              
|              |                   |               |         | Exercise Price | Expiry Date  
|John Tognetti | Feb. 26/03        | Common        |         |                |              
|              | Private Placement | Shares        | 168,000 | $1.05          | N/A          
|              |                   |               |         |                |              
|Major         | Feb. 26/03        |               |         |                |              
|Shareholder   | Private Placement | Warrants      | 84,000  | $1.25          | Feb. 26,2005 
|              |                   |               |         |                |              
|              | March 4/03        | Common        | 200,000 | $1.05          | N/A          
|              |                   | Shares        |         |                |              
|              |                   |               |         |                |              
|              | March 4/03        | Warrants      | 100,000 | $1.25          | March 4, 2005
|              |                   |               |         |                |              
|              | August 22/03      | Flow-Through  | 500,000 | $1.25          | N/A          
|              |                   | Shares        |         |                |              
|              |                   |               |         |                |              
|              | August 22/03      | Common        | 500,000 | $1.05          | N/A          
|              |                   | Shares        |         |                |              
|              |                   |               |         |                | August 22,   
|              | August 22/03      | Warrants      | 500,000 | $1.25          | 2005 (1)     

(1)

The Company entered into an option agreement with TLC
Ventures Corp. ("TLC"), whereby TLC can acquire a 100% interest in the Point
Leamington Property in exchange for 150,000 common shares of TLC and $125,000 on
closing, 75,000 common shares and $50,000 by the first anniversary date of the
agreement, and 75,000 common shares and $75,000 by the second anniversary date
of the agreement. If TLC were to sell the property during the option period, the
Company would receive 50% of the gross proceeds less consideration already
received from TLC. The Company retains the right of first refusal to purchase a
2% NSR royalty. The Company and TLC have one common director on their respective
boards of directors.

C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

- 49 -

---

Financial Statements

Included under Item 17 are the Consolidated Financial
Statements of the Company (the "Financial Statements"), as at December 31, 2003
audited by De Visser Gray Chartered Accountants (formerly De Visser & Company),
independent Chartered Accountants. The Financial Statements are accompanied by
the auditors report (the "Audit Report") and related notes.
Legal Proceedings

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

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

B.Significant Changes.

Since December 31, 2003 the date of the most recent financial statements, the
following significant changes have occurred to April 29, 2003:

- 





Item 9. The Offer and Listing

A. Offer and Listing Details

There is no offer associated with this annual report.

RMX Trading History

- 50 -

---

The Shares are traded on the TSX under the symbol "RMX". The
following table sets forth the low and high sales prices for the Shares on the
TSX (and prior to September 30,2003, the TSX Venture Exchange and its
precursors, the CDNX and the Vancouver Stock Exchange), for each full quarterly
period within the fiscal years ended December 31, 2002 and 2003, for each of the
five most recent full fiscal years and for each of the most recent six months.
There was no trading in shares prior to November 19, 1997. There have been no
significant trading suspensions in the prior three years.

|1997                             |  |       |      
|-------------------------------- |  | ----- | -----
|                                 |  | High  | Low  
|Year ended December 31, 1997     |  | $1.50 | $1.00
|                                 |  |       |      
|1998                             |  |       |      
|                                 |  | High  | Low  
|Year ended December 31, 1998     |  | $1.35 | $0.31
|                                 |  |       |      
|1999                             |  |       |      
|                                 |  | High  | Low  
|                                 |  |       |      
|Year ended December 31, 1999     |  | $0.75 | $0.37
|                                 |  |       |      
|2000                             |  |       |      
|                                 |  | High  | Low  
|                                 |  |       |      
|Year ended December 31, 2000     |  | $0.70 | $0.25
|                                 |  |       |      
|2001                             |  |       |      
|                                 |  | High  | Low  
|Year ended December 31, 2001     |  | $0.63 | $0.20
|                                 |  |       |      
|2002                             |  |       |      
|                                 |  | High  | Low  
|Quarter ended March 31, 2002     |  | $1.15 | $0.59
|Quarter ended June 30, 2002      |  | $1.85 | $0.92
|Quarter ended September 30, 2002 |  | $1.56 | $0.90
|Quarter ended December 31, 2002  |  | $1.13 | $0.72
|Year ended December 31, 2002     |  | $1.85 | $0.59
|                                 |  |       |      
|2003                             |  |       |      
|                                 |  | High  | Low  
|Quarter ended March 31, 2003     |  | $1.19 | $0.72
|Quarter ended June 30, 2003      |  | $0.94 | $0.77
|Quarter ended September 30, 2003 |  | $1.39 | $0.79
|Quarter ended December 31, 2003  |  | $1.75 | $1.12
|Year ended December 31, 2003     |  | $1.75 | $0.72
|                                 |  |       |      
|most recent six months           | 
|                                 |  | High  | Low  

- 51 -

---



|November 2003 | $1.75 | $1.35
|------------- | ----- | -----
|December 2003 | $1.69 | $1.28
|January 2004  | $1.59 | $1.34
|February 2004 | $1.67 | $1.40
|March 2004    | $1.63 | $1.34
|April 2004    | $1.73 | $1.40

The Company's Shares are quoted on the U.S. OTCBB under the symbol "RUBIF".
The following table sets forth the close bid, close ask and close price for the
Shares on the OTCBB, for the last three quarterly periods within the fiscal year
ended December 31, 2002, for the quarter ended March 31, 2003 and for each of
the most recent six months. The Company was not quoted on the OTCBB prior to
June 2002. The prices below are stated in US dollars.

|                                 | 2002 |           |           |            
|-------------------------------- | ---- | --------- | --------- | -----------
|                                 |      | Close Bid | Close Ask | Close Price
|Quarter ended March 31, 2002     |      | N/A       | N/A       | N/A        
|Quarter ended June 30, 2002      |      | 1.06      | 1.20      | 1.05       
|Quarter ended September 30, 2002 | 0.60 | 0.72      | 0.61     
|Quarter ended December 31, 2002  | 0.52 | 0.61      | 0.60     
|Year ended December 31, 2002     |      | 0.73      | 0.84      | 0.75       
|                                 |      |           |           |            
|                                 | 2003 |           |           |            
|                                 |      | Close Bid | Close Ask | Close Price
|Quarter ended March 31, 2003     |      | 0.58      | 0.70      | 0.64       
|Quarter ended June 30, 2003      |      | 0.58      | 0.65      | 0.60       
|Quarter ended September 30, 2003 | 0.78 | 0.86      | 0.80     
|Quarter ended December 31, 2003  | 1.00 | 1.15      | 1.13     
|Year ended December 31, 2003     |      | 0.74      | 0.84      | 0.79       
|                                 |      |           |           |            
|Most recent six months           |      |          
|                                 |      | Close Bid | Close Ask | Close Price
|October 2003                     |      | 1.03      | 1.20      | 1.105      
|November 2003                    |      | 1.30      | 1.35      | 1.328      
|December 2003                    |      | 1.00      | 1.15      | 1.13       
|January 2004                     |      | 1.02      | 1.16      | 1.20       
|February 2004                    |      | 1.01      | 1.08      | 1.062      
|March 2004                       |      | 1.15      | 1.23      | 1.23       

C. Markets

The Company's Shares are listed for trading under the symbol
"RMX", on the Toronto Stock Exchange in Toronto, Ontario, Canada, and have
traded on the Exchange since the CDNX's creation on November 29, 1999. The
Shares were listed on the Vancouver Stock Exchange on November 19, 1997, prior
to the creation of the TSX Venture Exchange (formerly CDNX through the merger of
the Vancouver and Alberta Stock Exchanges effective November 26, 1999. The
Company is currently a "reporting issuer" under the Securities Act.

- 52 -

---

The NASD has assigned the Company the OTC U.S. trading symbol
"RUBIF." As of April 29, 2004 the Company's Shares were not being traded on an
exchange in the United States, and there was no established market in the United
States for the Company's Shares.Item 10. Additional InformationA. Share CapitalNot required when filing Form 20-F as an annual report.B. Memorandum and Articles of Association.

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

C. Material Contracts

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

Other Material Contracts

1. Roman Friedrich & Company 
  In May 2002 the Company entered into a 10 month contract with Roman Friedrich
  & Company ("RFC") for financial advisor services to the Company. RFC was paid
  a retainer of $15,000 per month (renewed for an additional year on April 7,
  2003 at a rate of $7,500 per month) and granted 250,000 stock options for
  these services.
2. Shareholder Rights Plan 
  In February 2002 the Company entered inter a Shareholder Rights Plan Agreement
  with Computershare Trust Company of Canada and was approved by the Company's
  Shareholder's at its 2002 Annual General Meeting held on June 6, 2002.

D. Exchange Controls

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

Except as provided in the

- 53 -

---

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

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

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

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

> (1) an investment to establish a new Canadian business; and
>   (2) an investment to acquire control of a Canadian business that is not
>   reviewable pursuant to the Act.

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

> (1) direct acquisitions of control of Canadian businesses with assets of $5
>   million or more unless the acquisition is being made by an American investor;
>   (2) direct acquisitions of control of Canadian businesses with assets of
>   $152,000,000 or more by an American investor;
>   (3) indirect acquisitions of control of Canadian businesses
>   with assets of $5 million of more if such assets represent more than 50% of
>   the total value of the assets of the entities, the control of which is being
>   acquired, unless the acquisition is being made by an American investor;
>   (4) indirect acquisitions of control of Canadian businesses
>   with assets of $152,000,000 or more by an American investor if such assets
>   represent more than 50% of the total value of the assets of the entities, the
>   control of which is being acquired;
>   (5) indirect acquisitions of control of Canadian businesses
>   with assets of $50 million or more even if such assets represent less than 50%
>   of the total value of the assets of the entities, the control of which is
>   being acquired, unless the acquisition is being made by an American investor
>   in which case there is no review; and
>   (6) an investment subject to notification that would not
>   otherwise be reviewable if the Canadian business engages in the activity of
>   publication, distribution or sale of books, magazines, periodicals,
>   newspapers, audio or video music recordings, or music in print or
>   machine-readable form.

Generally speaking, an acquisition is direct if it involves
the acquisition of control of the Canadian business or of its Canadian parent or
grandparent and an acquisition is indirect if it involves the acquisition of
control of a non-Canadian parent or grandparent of an entity carrying on the
Canadian business. Control may be acquired through the acquisition of actual or
de

- 54 -

---

jure voting control of a Canadian corporation or through the
acquisition of substantially all of the assets of the Canadian business. No
change of voting control will be deemed to have occurred if less than one-third
of the voting control of a Canadian corporation is acquired by an investor.
An American, as defined in the Act includes an individual who
is an American national or a lawful permanent resident of the United States, a
government or government agency of the United States, an American-controlled
corporation, limited partnership, trust or joint venture and a corporation,
limited partnership, trust or joint venture that is neither American-controlled
or Canadian-controlled of which two-thirds of its board of directors, general
partners or trustees, as the case may be, are any combination of Canadians and
Americans. The higher thresholds for Americans do not apply if the Canadian
business engages in activities in certain sectors such as oil, natural gas,
uranium, financial services (except insurance), transportation services or media
activities.
The Act specifically exempts certain transactions from either
notification or review. Included among the category of transactions is the
acquisition of voting shares or other voting interests by any person in the
ordinary course of that person's business as a trader or dealer in securities.

E. Taxation

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

Material Canadian Federal Income Tax Consequences

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

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

Dividends

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

Capital Gains

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

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

- 55 -

---

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

The following is a general discussion of certain possible United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as hereinafter defined) of common shares of the Company. This
discussion does not address all potentially relevant federal income tax matters
and it does not address consequences peculiar to persons subject to special
provisions of federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder. In addition, this discussion does not
cover any state, local or foreign tax consequences. (see "Canadian Federal
Income Tax Consequences" above). The following discussion is based upon the
sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, published Internal Revenue Service ("IRS") rulings, published
administrative positions of the IRS and court decisions that are currently
applicable, any or all of which could be materially and adversely changed,
possibly on a retroactive basis, at any time and which are subject to differing
interpretations. This discussion does not consider the potential effects, both
adverse and beneficial, of any proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time. This discussion is for
general information only and it is not intended to be, nor should it be
construed to be, legal or tax advice to any holder or prospective holder of
common shares of the Company and no opinion or representation with respect to
the United States federal income tax consequences to any such holder or
prospective holder is made. Accordingly, holders and prospective holders of
common shares of the Company should consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of common shares of the Company.
U.S. Holders

As used herein, a "U.S. Holder" means a holder of common
shares of the Company who is (i) a citizen or individual resident of the United
States, (ii) a corporation or partnership created or organized in or under the
laws of the United States or of any political subdivision thereof, (iii) an
estate whose income is taxable in the United States irrespective of source or
(iv) a trust subject to the primary supervision of a court within the United
States and control of a United States fiduciary as described Section 7701(a)(30)
of the Code. This summary does not address the tax consequences to, and U.S.
Holder does not include, persons subject to specific provisions of federal
income tax law, such as tax-exempt organizations, qualified retirement plans,
individual retirement accounts and other tax-deferred accounts, financial
institutions, insurance companies, real estate investment trusts, regulated
investment companies, broker-dealers, persons or entities that have a
"functional currency" other than the U.S. dollar, shareholders subject to the
alternative minimum tax, shareholders who hold common shares as part of a
straddle, hedging, conversion transaction, constructive sale or other
arrangement involving more than one position, and shareholders who acquired
their common shares through the exercise of employee stock options or otherwise
as compensation for services. This summary is limited to U.S. Holders who own
common shares as capital assets within the meaning of Section 1221 of the Code.
This summary does not address the consequences to a person or entity holding an
interest in a shareholder or the consequences to a person of the ownership,
exercise or disposition of any options, warrants or other rights to acquire
common shares.
Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including
constructive dividends) with respect to common shares of the Company are
required to include in gross income for United States federal income tax
purposes the gross amount of such distributions, equal to the U.S. dollar value
of such distributions on the date of receipt (based on the exchange rate on such
date), to the extent that the Company has current or accumulated earnings and
profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holder's federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of the Company, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in the common shares
and thereafter as gain from the sale or exchange of the- 56 -

---

common shares. Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder which is a corporation.
In the case of foreign currency received as a dividend that
is not converted by the recipient into U.S. dollars on the date of receipt, a
U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
dollar value on the date of receipt. Generally any gain or loss recognized upon
a subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, to the extent that there are no expenses associated with the transaction
that meet the requirements for deductibility as a trade or business expense
(other than travel expenses in connection with a business trip) or as an expense
for the production of income.
Dividends paid on the common shares of the Company generally
will not be eligible for the dividends received deduction provided to
corporations receiving dividends from certain United States corporations. A U.S.
Holder which is a corporation and which owns shares representing at least 10% of
the voting power and value of the Company may, under certain circumstances, be
entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least
20% of the voting power and value of the Company) deduction of the United States
source portion of dividends received from the Company (unless the Company
qualifies as a "foreign personal holding company" or a "passive foreign
investment company," as defined below). The availability of this deduction is
subject to several complex limitations which are beyond the scope of this
discussion.
Under current Treasury Regulations, dividends paid on the
Company's common shares, if any, generally will not be subject to information
reporting and generally will not be subject to U.S. backup withholding tax.
However, dividends and the proceeds from a sale of the Company's common shares
paid in the U.S. through a U.S. or U.S. related paying agent (including a
broker) will be subject to U.S. information reporting requirements and may also
be subject to the 31% U.S. backup withholding tax, unless the paying agent is
furnished with a duly completed and signed Form W-9 or the recipient is exempt
from such procedures. Any amounts withheld under the U.S. backup withholding tax
rules will be allowed as a refund or a credit against the U.S. Holder's U.S.
federal income tax liability, provided the required information is furnished to
the IRS. Additionally, Treasury Regulations effective January 1, 2001 would
modify some of the rules discussed above generally with respect to payments with
respect to common shares made after December 31, 2000. In particular, a payor or
middleman within the U.S. will be required to withhold 31% of any payments to a
holder of common shares of dividends on, or proceeds from the sale of, common
shares within the U.S., unless the holder is an exempt recipient, if the holder
fails to furnish its correct taxpayer identification number or otherwise fails
to comply with, or establish an exemption from, the backup withholding tax
requirements. Because the current and pending Treasury Regulations are fact
specific and complex, U.S. Holders are urged to consult their own tax advisors
regarding the information reporting and backup withholding rules applicable to
the Company's common shares.Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of the
Company may be entitled, at the option of the U.S. Holder, to either receive a
deduction or a tax credit for such foreign tax paid or withheld. Generally, it
will be more advantageous to claim a credit because a credit reduces United
States federal income taxes on a dollar-for-dollar basis, while a deduction
merely reduces the taxpayer's income subject to tax. This election is made on a
year-by-year basis and applies to all foreign taxes paid by (or withheld from)
the U.S. Holder during that year. There are significant and complex limitations
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
In addition, this limitation is calculated separately with respect to specific
classes of income such as "passive income," "high withholding tax interest,"
"financial services income," "shipping income," and certain other
classifications of income. Dividends distributed by the Company will generally
constitute "passive income" or, in the case of certain U.S. Holders, "financial
services income" for these purposes. In addition, U.S. Holders which are
corporations that own 10% or more of the voting stock of the Company may be
entitled to an "indirect" foreign tax credit under Section 902 with respect to
the payment of dividends by the Company under certain circumstances and subject
to complex rules and limitations. The availability of the foreign tax credit and
the application of the limitations on the credit are fact specific, and U.S.
Holders of common shares of the Company should consult their own tax advisors
regarding their particular circumstances.

- 57 -

---

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of
common shares of the Company equal to the difference, if any, between (i) the
amount of cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the common shares of the Company. Preferential tax
rates apply to long-term capital gains of U.S. Holders which are individuals,
estates or trusts. This gain or loss will be capital gain or loss if the common
shares are a capital asset in the hands of the U.S. Holder, which will be
long-term capital gain or loss if the common shares of the Company are held for
more than one year. Deductions for net capital losses are subject to significant
limitations. For U.S. Holders which are not corporations, any unused portion of
such net capital loss may be carried over to be used in later tax years until
such net capital loss is thereby exhausted. For U.S. Holders that are
corporations (other than corporations subject to Subchapter S of the Code), an
unused net capital loss may be carried back three years and carried forward five
years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.
Other Considerations

In the following circumstances, the above sections of this discussion may not
describe the United States federal income tax consequences resulting from the
holding and disposition of common shares:
Foreign Personal Holding Company

If at any time during a taxable year (i) more than 50% of the
total combined voting power or the total value of the Company's outstanding
shares is owned, directly or indirectly, by five or fewer individuals who are
citizens or residents of the United States and (ii) 60% (50% in some
circumstances) or more of the Company's gross income for such year was "foreign
personal holding company income" (e.g. dividends, interest and similar income),
the Company may be treated as a "foreign personal holding company." In that
event, U.S. Holders that hold common shares would be required to include in
gross income for such year their allocable portions of such "foreign personal
holding company income" to the extent the Company does not actually distribute
such income. The Company does not believe that it currently qualifies as a
foreign personal holding company. However, there can be no assurance that the
Company will not be considered a foreign personal holding company for the
current or any future taxable year.
Foreign Investment Company

If 50% or more of the combined voting power or total value of
the Company's outstanding shares is held, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701(a)(31)), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company may be
treated as a "foreign investment company" as defined in Section 1246 of the
Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging common shares to be treated as ordinary income rather than capital
gain. The Company does not believe that it currently qualifies as a foreign
investment company. However, there can be no assurance that the Company will not
be considered a foreign investment company for the current or any future taxable
year.
Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of the
Company is owned, actually or constructively, by citizens or residents of the
United States, United States domestic partnerships or corporations, or estates
or trusts other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of the
Company ("United States Shareholder"), the Company could be treated as a
controlled foreign corporation ("CFC") under Subpart F of the Code. This
classification would effect many complex results, one of which is the inclusion
of certain income of a CFC which is subject to current U.S. tax. The United
States generally taxes United States Shareholders of a CFC currently on their
pro rata shares of the Subpart F income of the CFC. Such United States
Shareholders are generally treated as having received a current distribution out
of the CFC's Subpart F income and are also subject to current U.S. tax on their
pro rata shares of the CFC's earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of the Company which is or was a United States
Shareholder at any time during the five-year period ending with the sale or
exchange is treated as ordinary income to the extent of earnings and profits of
the Company
- 58 -

---

attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. The Company does not believe that it currently
qualifies as a CFC. However, there can be no assurance that the Company will not
be considered a CFC for the current or any future taxable year.F. Dividends and Paying AgentsNot applicable.G. Statement by ExpertsNot applicableH. Documents on DisplayThe documents described herein may be inspected at the offices of Davis &
Company, Barristers & Solicitors, at Suite 2800 - 666 Burrard Street, Vancouver,
British Columbia, Canada, V6C 2Z7, during normal business hours.I. Subsidiary InformationNot applicable.Item 11. Quantitative and Qualitative Disclosures About Market RiskThe management of the Company does not believe that the Company faces a
material risk from currency or interest rate fluctuations.Item 12. Description of Securities Other than Equity SecuritiesNot applicable.
- 59 -

---

PART II
Item 13. Defaults, Dividend Arrearages and DelinquenciesNot applicableItem 14. Material Modifications to the Rights of Security Holders and Use
of ProceedsNot applicableItem 15. Controls and ProceduresUnder the supervision and with the participation of the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, the Company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rule 13a-14(c) under the
Exchange Act as of a date (the "Evaluation Date") within 90 days prior to the
filing date of this report. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
the Company's disclosure controls and procedures were effective in timely
alerting them to the material information relating to the Company (or its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings and Form 6-K reports.
There were no significant changes made in the Company's internal controls
during the period covered by this report or, to the Company's knowledge, in
other factors that could significantly affect these controls subsequent to the
date of their execution.
The Company's management, including the Chief Executive
Officer and Chief Financial Officer, does not expect that its disclosure
controls and procedures or internal controls and procedures will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.Item 16A. Audit Committee Financial ExpertOur board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.
We believe that the members of our board of director are collectively capable
of analyzing and evaluation our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated revenues to date.
- 60 -

---

Item 16B. Code of Ethics

The Company does not currently have a Code of Eithics. The Company's
Corporate Governance committee will be evaluating the merits of implementing a
Code of Ethics.

Item 16C. Principal Accountant Fees and Services

Audit Fees

Our board of directors appointed DeVisser Gray Chartered Accountants as
independed auditors to audit our financial statements for the fiscal year ended
December 31, 2003. The aggregate fees accrued by De Visser Gray Chartered
Accountants for professional services rendered for the audit of our annual
financial statements included in this Annual Report for the fiscal year ended
December 31, 2003 were $15,000

Audit Related Fees

For the fiscal year ended December 31, 2003, the aggregate
fees billed for assurance and related services by De Visser Gray Chartered
Accountants relating to our quarterly financial statements which are not
reported under the caption "Audit Fees" above, were $nil.

Tax Fees

For the fiscal year ended December 31, 2003, the aggregate fees billed for
tax compliance, tax advice and tax planning on United States tax matters by De
Visser Gray Chartered Accountants were $nil.

All Other Fees

For the fiscal year ended December 31, 2003, the aggregate fees billed by De
Visser Gray Chartered Accountants for other non-audit professional services,
other than those services listed above, totaled $nil.

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

> -

-

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

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

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

Not applicable.

- 61 -

---

PART III
Item 17. Financial StatementsThe Financial Statements were prepared in accordance with
Canadian GAAP and are presented in Canadian dollars. There are differences
between United States and Canadian GAAP. A reconciliation of the Financial
Statements to United States GAAP is set forth in Note 10 to the Year End
Financial Statements.RUBICON MINERALS CORPORATION

Consolidated Financial Statements 
(Stated in Canadian Dollars)

December 31, 2003 and 
December 31, 2002



- 62 -

---



DE VISSER GRAYCHARTERED ACCOUNTANTS

401 - 905 West Pender Street 
Vancouver, BC Canada 
V6C 1L6

Tel: (604) 687-5447 
Fax: (604) 687-6737

AUDITORS' REPORT

To the Shareholders of Rubicon Minerals Corporation

We have audited the consolidated balance sheets and consolidated statements
of deferred property costs of Rubicon Minerals Corporation as at December 31,
2003 and 2002 and the consolidated statements of operations and deficit and cash
flows for each of the years in the three year period ended December 31, 2003.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2003 and 2002 and the results of its operations and cash flow for each of the
years in the three year period ended December 31, 2003 in accordance with
generally accepted accounting principles in Canada.

"De Visser Gray"

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
April 2, 2004

- 63 -

---

RUBICON MINERALS CORPORATIONConsolidated Balance Sheets (Stated in Canadian Dollars)

|                                                           |   | As at December 31,
|---------------------------------------------------------- | - | ------------------
|                                                           |   | 2003              
|                                                           |   |                   
|Assets                                                     |   |                   
|Current assets                                             |   |                   
|Cash and cash
    equivalents                              | $ | 11,302,074        
|Amounts receivable                                         |   | 953,065           
|Prepaid expenses                                           |   | 20,404            
|                                                           |   | 12,275,543        
|                                                           |   |                   
|Investments
    (note 4)                                   |   | 366,833           
|Equipment - net
    of accumulated amortization of $92,004 |   |                   
|(2002 - $79,460)                                           |   | 44,103            
|Deferred property costs (note
    6)                       |   | 17,276,818        
|                                                           | $ | 29,963,297        
|                                                           |   |                   
|Liabilities                                                |   |                   
|Current Liabilities                                        |   |                   
|Accounts payable and accrued
    liabilities               | $ | 729,966           
|                                                           |   |                   
|                                                           |   |                   
|Non-controlling interest(note
    5)                       |   | 682,594           
|                                                           |   |                   
|Shareholders'
    equity                                   |   |                   
|Share capital (note 7)                                     |   | 35,911,629        
|Contributed surplus
    (note 7)                           |   | 753,531           
|Deficit                                                    |   | (8,114,423)       
|                                                           |   | 28,550,737        
|                                                           | $ | 29,963,297        

See accompanying notes to the consolidated financial statements

|Approved by the Board of Directors: |                   
|----------------------------------- | ------------------
|                                    |                   
|/s/David W. Adamson                 | /s/Michael J. Gray
|                                    |                   
|David Adamson                       | Michael J. Gray   
|Director                            | Director          

- 64 -

---

RUBICON MINERALS CORPORATION
Consolidated Statements of
Operations and Deficit (Stated in Canadian Dollars)

|                                                     |   | For the years ended December 31, |  
|---------------------------------------------------- | - | -------------------------------- | -
|                                                     |   | 2003                             |  
|                                                     |   |                                  |  
|Expenses                                             |   |                                  |  
|                                                     |   |                                  |  
|Amortization                                         | $ | 12,543                           | $
|Consulting                                           |   | 124,726                          |  
|Investor relations                                   |   | 413,911                          |  
|Office                                               |   | 119,189                          |  
|Professional fees                                    |   | 186,221                          |  
|Rent                                                 |   | 68,634                           |  
|Salaries                                             |   | 335,142                          |  
|Stock-based compensation (notes
    2 and 7)         |   | 556,046                          |  
|Telephone                                            |   | 7,910                            |  
|Transfer agent and regulatory
    filing fees        |   | 153,341                          |  
|Travel and accommodation                             |   | 28,417                           |  
|Write-down of investments                            |   | -                                |  
|Write-off of deferred property costs                 |   | 432,915                          |  
|                                                     |   |                                  |  
|Loss before other items:                             |   | (2,438,995)                      |  
|Corporate income tax expense                         |   | (47,012)                         |  
|Gain on sale of investments                          |   | 19,703                           |  
|Interest and miscellaneous income                    |   | 153,910                          |  
|                                                     |   |                                  |  
|Net loss for the year                                |   | (2,312,394)                      |  
|Deficit, beginning of year                           |   | (5,802,029)                      |  
|                                                     |   |                                  |  
|Deficit, end of year                                 | $ | (8,114,423)                      | $
|                                                     |   |                                  |  
|                                                     |   |                                  |  
|Loss per share (note 9)                              | $ | (0.05)                           | $
|                                                     |   |                                  |  
|Weighted average number of common shares outstanding |   | 43,240,383                       |  

See accompanying notes to the consolidated financial statements

- 65 -

---

RUBICON MINERALS CORPORATIONConsolidated Statements of Cash
Flows (Stated in Canadian Dollars)

|                                                    |              | For the years ended December 31,
|--------------------------------------------------- | ------------ | --------------------------------
|                                                    |              | 2003                            
|Cash Provided by
    (Used for):                    |              |                                 
|Operating
    Activities                            |              |                                 
|Net loss for the year                               | $            | (2,312,394)                     
|Adjustment for items
    which do not involve cash: |              |                                 
|Gain on
    sale of investments                     |              | (19,703)                        
|Stock-based compensation                            |              | 556,046                         
|Amortization                                        |              | 12,543                          
|Write-down of investments                           |              | -                               
|Write-off of deferred
    property costs            |              | 432,915                         
|                                                    |              | (1,330,593)                     
|Changes in non-cash
    working capital components: |              |                                 
|Prepaid
    expenses                                |              | (14,948)                        
|Amounts
    receivable                              |              | (768,668)                       
|Accounts payable and
    accrued liabilities        |              | 124,458                         
|                                                    |              | (1,989,751)                     
|                                                    |              |                                 
|Investing
    Activities*                           |              |                                 
|Deferred property
    costs                         |              | (9,728,862)                     
|Purchase of equipment                               |              | (17,692)                        
|Purchase of investment
    (note 5)                 |              | (300,000)                       
|Cash acquired in capital transaction
    (note 5)   |              | 714,031                         
|                                                    |              | (9,332,523)                     
|                                                    |              |                                 
|Financing
    Activities*                           |              |                                 
|Common shares issued
    for cash                   | 1717,700,909 |                                 
|Share issue costs                                   |              | (1,238,338)                     
|Proceeds on sale of
    investments                 |              | 33,737                          
|Recovery of property
    costs incurred             |              | 4,677,732                       
|Management and administration fees
    received     |              | 290,342                         
|                                                    |              | 21,464,382                      
|                                                    |              |                                 
|Net cash provided
    (used) during the year        |              | 10,142,108                      
|Cash and cash equivalents,
    beginning of year    |              | 1,159,966                       
|Cash and cash equivalents, end of
    year          | $            | 11,302,074                      

*Supplemental Disclosure of Non-Cash Investing and Financing Activities During the fiscal year ended December 31, 2003, the Company issued 602,811
(2002 - 1,426,028; 2001 - 125,000) of its common shares at a value of $711,381
(2002 - $1,656,612; 2001 - $57,250), and received 1,356,948 (2002 - 125,000;
2001 - Nil) common shares of other companies valued at $340,748 (2002 - $20,000;
2001 - Nil) pursuant to the terms of property joint venture agreements. During
the current year the Company issued stock options having a fair value of $Nil
(2002 - $52,130) pursuant to the terms of a property acquisition agreement.
Refer also to notes 4, 5 and 8.

See accompanying notes to the consolidated financial statements

- 66 -

---

RUBICON MINERALS CORPORATION
Consolidated Statements of Deferred
Property Costs (Stated in Canadian Dollars)

|                                    |           |                 |              |           |                 |           |             | Write-off   |          
|----------------------------------- | --------- | --------------- | ------------ | --------- | --------------- | --------- | ----------- | ----------- | ---------
|                                    | Balance   | Gross           | Write-off or | Balance   |                 | Gross     |             | or          | Balance  
|                                    | December  | Expenditures    | Recovery     | December  | Expenditures    | Recovery  | December   
|                                    | 31, 2001  | 2002            |              | 2002      | 31, 2002        |           | 2003        |             | 2003     
|CANADA                              |           |                 |              |           |                 |           |             |             |          
|ONTARIO                             |           |                 |              |           |                 |           |             |             |          
|RED LAKE MINING                     |           |                 |              |           |                 |           |             |             |          
|DIVISION                            |           |                 |              |           |                 |           |             |             |          
|McFinley Property                   |           |                 |              |           |                 |           |             |             |          
|Acquisition and option
    payments | $ 38,632  | $
    2,553,471 | $            | -         | $
    2,592,103 | $         | 174,503     | $           | -        
|Exploration costs                   |           |                 |              |           |                 |           |             |             |          
|Geological and geochemical          | 4,915     | 591,532         |              | -         | 596,447         |           | 591,763     |             | -        
|Drilling                            | -         | 295,516         |              | -         | 295,516         |           | 1,580,938   |             | -        
|Geophysical                         | -         | 78,365          |              | -         | 78,365          |           | 21,437      |             | -        
|Travel
    and accommodation        | -         | 20,616          |              | -         | 20,616          |           | 75,605      |             | -        
|Other                               | -         | 25,139          |              | -         | 25,139          |           | 4,520       |             | -        
|                                    | 43,547    | 3,564,639       |              | -         | 3,608,186       |           | 2,448,766   |             | -        
|                                    |           |                 |              |           |                 |           |             |             |          
|Red Lake Properties                 |           |                 |              |           |                 |           |             |             |          
|(Formerly RLJV
    Properties)      |           |                 |              |           |                 |           |             |             |          
|Acquisition and option
    payments | 439,376   | 281,810         |              | (292,111) | 429,075         |           | 239,987     |             | (230,040)
|Exploration costs                   |           |                 |              |           |                 |           |             |             |          
|Geological and geochemical          | 450,782   | 434,276         |              | (441,941) | 443,117         |           | 461,668     |             | (374,149)
|Drilling                            | 381,223   | 706,398         |              | (706,398) | 381,223         |           | 1,774,120   | (1,644,621) | 510,722  
|Geophysical                         | 178,696   | 467,482         |              | (550,836) | 95,342          |           | 211,296     |             | (150,224)
|Travel
    and accommodation        | 32,552    | 41,736          |              | (41,339)  | 32,949          |           | 73,900      |             | (67,686) 
|Other                               | 3,118     | 3,602           |              | (3,602)   | 3,118           |           | -           |             | -        
|Administration fees
    (earned)    | (87,964)  | -               |              | (113,576) | (201,540)       |           | -           |             | (169,422)
|                                    | 1,397,783 | 1,935,304       | (2,149,803)  | 1,183,284 |                 | 2,760,971 | (2,636,142) | 1,308,113  
|                                    |           |                 |              |           |                 |           |             |             |          
|McCuaig JV Project                  |           |                 |              |           |                 |           |             |             |          
|Acquisition and option
    payments | 72,210    | 7,730           |              | -         | 79,940          |           | -           |             | -        
|Exploration costs                   |           |                 |              |           |                 |           |             |             |          
|Geological and geochemical          | 236,824   | 280,132         |              | (117,203) | 399,753         |           | 30,748      |             | (16,167) 
|Drilling                            | 258,700   | 641,155         |              | (26,223)  | 873,632         |           | 197,590     |             | (79,036) 
|Geophysical                         | 9,472     | 20,179          |              | (2,449)   | 27,202          |           | 800         |             | (320)    
|Travel
    and accommodation        | 13,686    | 11,395          |              | (2,090)   | 22,991          |           | 6,993       |             | (2,792)  
|Other                               | 233       | 1,167           |              | -         | 1,400           |           | -           |             | -        
|Administration fees
    (earned)    | (1,047)   | -               |              | (9,097)   | (10,144)        |           | -           |             | (6,742)  
|                                    | 590,078   | 961,758         |              | (157,062) | 1,394,774       |           | 236,131     |             | (105,057)
|                                    |           |                 |              |           |                 |           |             |             |          
|Other Red Lake
    Properties       |           |                 |              |           |                 |           |             |             |          
|Acquisition and option
    payments | 76,178    | 42,430          |              | (27,713)  | 90,895          |           | 116,450     |             | (50,410) 
|Exploration costs                   |           |                 |              |           |                 |           |             |             |          
|Geological and geochemical          | 48,322    | 6,927           |              | (3,225)   | 52,024          |           | 31,843      |             | -        
|Drilling                            | -         | -               |              | -         | -               |           | 38,140      |             | -        
|Geophysical                         | 88,682    | 106             |              | (9,815)   | 78,973          |           | 61,701      |             | -        
|Travel and accommodation            | 892       | -               |              | -         | 892             |           | 728         |             | -        
|                                    | 214,074   | 49,463          |              | (40,753)  | 222,784         |           | 248,862     |             | (50,410) 
|                                    |           |                 |              |           |                 |           |             |             |          
|English Royalty
    Division        |           |                 |              |           |                 |           |             |             |          
|Properties                          |           |                 |              |           |                 |           |             |             |          
|Acquisition and option
    payments | -         | -               |              | -         | -               |           | 954,118     |             | (428,680)
|Exploration costs                   |           |                 |              |           |                 |           |             |             |          
|Geological and geochemical          | -         | -               |              | -         | -               |           | 86,420      |             | -        
|Travel
    and accommodation        | -         | -               |              | -         | -               |           | 2,328       |             | -        
|Other                               | -         | -               |              | -         | -               |           | 23          |             | -        
|                                    | -         | -               |              | -         | -               |           | 1,042,889   |             | (428,680)

See accompanying notes to the consolidated financial statements

- 67 -

---

RUBICON MINERALS CORPORATION
Consolidated Statements of Deferred
Property Costs (Stated in Canadian Dollars)

|                                    |          |              |          | Write-off |              |          |          | Write-off |             |          
|----------------------------------- | -------- | ------------ | -------- | --------- | ------------ | -------- | -------- | --------- | ----------- | ---------
|                                    | Balance  |              | Gross    | or        | Balance      |          | Gross    |           | or          |          
|                                    | December | Expenditures | Recovery | December  | Expenditures | Recovery | December
|                                    | 31, 2001 |              | 2002     | 2002      | 31, 2002     |          | 2003     |           | 2003        | 31, 2003 
|ONTARIO (continued)                 |          |              |          |           |              |          |          |           |             |          
|Other Ontario
    Properties        |          |              |          |           |              |          |          |           |             |          
|Acquisition and option
    payments | $ 41,310 | $            | -        | $         | -            | $ 41,310 | $        | -         | $           | -        
|Exploration costs                   |          |              |          |           |              |          |          |           |             |          
|Geological and geochemical          | 22,722   |              | -        |           | -            | 22,722   |          | -         |             | -        
|Geophysical                         | 56,362   |              | -        |           | -            | 56,362   |          | -         |             | -        
|Travel and accommodation            | 1,322    |              | -        |           | -            | 1,322    |          | -         |             | -        
|                                    | 121,716  |              | -        |           | -            | 121,716  |          | -         |             | -        
|                                    |          |              |          |           |              |          |          |           |             |          
|NEWFOUNDLAND                        |          |              |          |           |              |          |          |           |             |          
|GOLD PROPERTIES                     |          |              |          |           |              |          |          |           |             |          
|StarTrack Trend
    Properties      |          |              |          |           |              |          |          |           |             |          
|Acquisition and option
    payments | 59,795   |              | 137,031  |           | -            | 196,826  |          | 111,752   |             | -        
|Exploration costs                   |          |              |          |           |              |          |          |           |             |          
|Geological and geochemical          | 42,667   |              | 122,615  |           | -            | 165,282  |          | 252,374   |             | -        
|Geophysical                         | -        |              | 11,822   |           | -            | 11,822   |          | 57,197    |             | -        
|Travel
    and accommodation        | 4,228    |              | 5,152    |           | -            | 9,380    |          | 647       |             | -        
|Other                               | 75       |              | 375      |           | -            | 450      |          | -         |             | -        
|                                    | 106,765  |              | 276,995  |           | -            | 383,760  |          | 421,970   |             | -        
|                                    |          |              |          |           |              |          |          |           |             |          
|Golden Promise
    Trend Properties |          |              |          |           |              |          |          |           |             |          
|Acquisition and option
    payments | -        |              | 146,887  |           | -            | 146,887  |          | 379,302   | (236,578)   |          
|Exploration costs                   |          |              |          |           |              |          |          |           |             |          
|Geological and geochemical          | -        |              | 146,369  |           | -            | 146,369  |          | 410,901   | (318,628)   |          
|Drilling                            |          |              | 113,636  |           | -            | 113,636  |          | 208,665   | (213,796)   |          
|Geophysical                         | -        |              | 11,443   |           | -            | 11,443   |          | 464,315   | (358,437)   |          
|Travel
    and accommodation        | -        |              | 5,251    |           | -            | 5,251    |          | 3,563     |             | (2,459)  
|Administration fees
    (earned)    | -        |              | -        |           | -            | -        |          | -         |             | (74,203) 
|                                    | -        |              | 423,586  |           | -            | 423,586  |          | 1,466,746 | (1,204,101) |          
|                                    |          |              |          |           |              |          |          |           |             |          
|Avalon Trend
    Properties         |          |              |          |           |              |          |          |           |             |          
|Acquisition and option
    payments | -        |              | 55,340   |           | -            | 55,340   |          | 47,226    |             | -        
|Exploration costs                   |          |              |          |           |              |          |          |           |             |          
|Geological and geochemical          | -        |              | 143,427  |           | -            | 143,427  |          | 152,786   |             | -        
|Travel and accommodation            | -        |              | 3,072    |           | -            | 3,072    |          | 1,425     |             | -        
|                                    | -        |              | 201,839  |           | -            | 201,839  |          | 201,437   |             | -        
|                                    |          |              |          |           |              |          |          |           |             |          
|Glenwood-Botwood
    Trend          |          |              |          |           |              |          |          |           |             |          
|Properties                          |          |              |          |           |              |          |          |           |             |          
|Acquisition and option
    payments | 18,620   |              | 380,153  |           | -            | 398,773  |          | 91,506    | (166,437)   |          
|Exploration costs                   |          |              |          |           |              |          |          |           |             |          
|Geological and geochemical          | 1,662    |              | 284,997  |           | -            | 286,659  |          | 489,568   | (194,384)   |          
|Geophysical                         | -        |              | 204,521  |           | -            | 204,521  |          | 292,828   | (260,543)   |          
|Travel
    and accommodation        | 689      |              | 4,484    |           | -            | 5,173    |          | 1,579     |             | (903)    
|Administration fees
    (earned)    | -        |              | -        |           | -            | -        |          | -         |             | (39,887) 
|                                    | 20,971   |              | 874,155  |           | -            | 895,126  |          | 875,481   | (662,154)   | 1,108,453

See accompanying notes to the consolidated financial statements

- 68 -

---

RUBICON MINERALS CORPORATION
Consolidated Statements of Deferred Property Costs (Stated in Canadian Dollars)

|                                     |           |              |          |          | Write-off    |           |                    |         | Write-off |          
|------------------------------------ | --------- | ------------ | -------- | -------- | ------------ | --------- | ------------------ | ------- | --------- | ---------
|                                     |           | Balance      |          | Gross    |              | or        | Balance            |         | Gross     |          
|                                     | December  | Expenditures | Recovery | December | Expenditures | Recovery  | December          
|                                     |           | 31, 2001     |          | 2002     |              | 2002      | 31, 2002           |         | 2003      |          
|NEWFOUNDLAND                         |           |              |          |          |              |           |                    |         |           |          
|GOLD PROPERTIES
    (continued)      |           |              |          |          |              |           |                    |         |           |          
|New World Trend
    Property         |           |              |          |          |              |           |                    |         |           |          
|Acquisition and option
    payments  | $         | -            | $        | 35,040   | $            | -         | $      
    35,040 | $       | (18,950)  | $        
|Exploration costs                    |           |              |          |          |              |           |                    |         |           |          
|Geological and geochemical           |           | -            |          | 85,357   |              | -         | 85,357             |         | 148,522   |          
|Travel and accommodation             |           | -            |          | 1,766    |              | -         | 1,766              |         | 51        |          
|                                     |           | -            |          | 122,163  |              | -         | 122,163            |         | 129,623   |          
|                                     |           |              |          |          |              |           |                    |         |           |          
|Great NP Gold Trend
    Property     |           |              |          |          |              |           |                    |         |           |          
|Acquisition and option
    payments  |           | -            |          | 117,071  |              | -         | 117,071            |         | (82,900)  |          
|Exploration costs                    |           |              |          |          |              |           |                    |         |           |          
|Geological and geochemical           |           | -            |          | 25,010   |              | -         | 25,010             |         | 2,247     |          
|Travel and accommodation             |           | -            |          | 3,373    |              | -         | 3,373              |         | -         |          
|                                     |           | -            |          | 145,454  |              | -         | 145,454            |         | (80,653)  |          
|                                     |           |              |          |          |              |           |                    |         |           |          
|NEWFOUNDLAND                         |           |              |          |          |              |           |                    |         |           |          
|Base Metal
    Properties            |           |              |          |          |              |           |                    |         |           |          
|Acquisition and option
    payments  |           | 210,734      |          | 55,423   |              | -         | 266,157            |         | 64,773    |          
|Exploration costs                    |           |              |          |          |              |           |                    |         |           |          
|Geological and geochemical           |           | 370,511      |          | 152,769  |              | (11,320)  | 511,960            |         | 87,010    |          
|Drilling                             |           | 516,168      |          | 22,068   |              | -         | 538,236            |         | 1,757     |          
|Geophysical                          |           | 166,340      |          | 3,573    |              | -         | 169,913            |         | 16,194    |          
|Travel
    and accommodation         |           | 33,270       |          | 6,310    |              | -         | 39,580             |         | 10,286    |          
|Other                                |           | 8,844        |          | 768      |              | -         | 9,612              |         | 208       |          
|Administration fees
    (earned)     |           | (84,947)     |          | -        |              | -         | (84,947)           |         | -         |          
|                                     | 1,220,920 |              | 240,911  |          | (11,320)     | 1,450,511 |                    | 180,228 |           | (311,953)
|                                     |           |              |          |          |              |           |                    |         |           |          
|BRITISH COLUMBIA                     |           |              |          |          |              |           |                    |         |           |          
|Axelgold and Thumb
    Peak          |           |              |          |          |              |           |                    |         |           |          
|Acquisition and option
    payments  |           | 71,040       |          | 363,531  |              | -         | 434,571            |         | 1,267     |          
|Exploration costs                    |           |              |          |          |              |           |                    |         |           |          
|Geological and geochemical           |           | 55,193       |          | 96,025   |              | (92,177)  | 59,041             |         | (326)     |          
|Drilling                             |           | -            |          | 261,367  |              | (260,268) | 1,099              |         | -         |          
|Travel
    and accommodation         |           | 2,921        |          | 778      |              | (778)     | 2,921              |         | 22        |          
|Administration fees
    (earned)     |           | (17,787)     |          | -        |              | (46,073)  | (63,860)           |         | -         |          
|                                     |           | 111,367      |          | 721,701  |              | (399,296) | 433,772            |         | 963       |          
|                                     |           |              |          |          |              |           |                    |         |           |          
|NUNAVUT, BAFFIN
    ISLAND           |           |              |          |          |              |           |                    |         |           |          
|Incognita Joint
    Venture Property |           |              |          |          |              |           |                    |         |           |          
|Acquisition and option
    payments  |           | 131,325      |          | -        |              | (47,277)  | 84,048             |         | -         |          
|Exploration costs                    |           |              |          |          |              |           |                    |         |           |          
|Geological and geochemical           |           | 130,007      |          | 1,842    |              | (48,090)  | 83,759             |         | 5,742     |          
|Drilling                             |           | 51,184       |          | -        |              | (18,426)  | 32,758             |         | -         |          
|Geophysical                          |           | 22,111       |          | -        |              | (7,960)   | 14,151             |         | -         |          
|Travel
    and accommodation         |           | 6,709        |          | -        |              | (2,415)   | 4,294              |         | -         |          
|Other                                |           | 440          |          | -        |              | (86)      | 354                |         | -         |          
|Administration fees
    (earned)     |           | (197,448)    |          | -        |              | (72)      | (197,520)          |         | -         |          
|                                     |           | 144,328      |          | 1,842    |              | (124,326) | 21,844             |         | 5,742     |          

See accompanying notes to the consolidated financial statements

- 69 -

---

RUBICON MINERALS CORPORATION Consolidated Statements of Deferred Property Costs(Stated in Canadian Dollars)

|                                    |              |              |                 |                  | Write-off       |                 |                  |                 |   | Write-off |                          
|----------------------------------- | ------------ | ------------ | --------------- | ---------------- | --------------- | --------------- | ---------------- | --------------- | - | --------- | -------------------------
|                                    |              | Balance      |                 | Gross            |                 | or              |                  | Balance         |   | Gross     | or                       
|                                    | December 31, | Expenditures | Recovery        | December 31,     | Expenditures    | Recovery        | December
    31,
|                                    |              | 2001         |                 | 2002             |                 | 2002            |                  | 2002            |   | 2003      | 2003                     
|MANITOBA                            |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Pegg Property                       |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Acquisition and option
    payments | $            | 26,165       | $               | -                | $               | (26,165)        | $                | -               | $ | -         | $                  
    -
|Exploration costs                   |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Geological and geochemical          |              | 12,000       |                 | 1,084            |                 | (13,084)        |                  | -               |   | -         | -                        
|Travel
    and accommodation        |              | 3,748        |                 | -                |                 | (3,748)         |                  | -               |   | -         | -                        
|Administration fees
    (earned)    |              | (6,476)      |                 | -                |                 | 6,476           |                  | -               |   | -         | -                        
|                                    |              | 35,437       |                 | 1,084            |                 | (36,521)        |                  | -               |   | -         | -                        
|                                    |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|UNITED STATES OF
    AMERICA        |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|ALASKA (note 9)                     |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Palmer Property                     |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Acquisition and option
    payments |              | 678,434      |                 | 122,431          |                 | -               |                  | 800,865         |   | 107,524   | -                        
|Exploration costs                   |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Geological and geochemical          |              | 213,314      |                 | 643              |                 | -               |                  | 213,957         |   | (4,025)   | -                        
|Drilling                            |              | 680,324      |                 | -                |                 | -               |                  | 680,324         |   | 1,891     | -                        
|Travel
    and accommodation        |              | 13,193       |                 | -                |                 | -               |                  | 13,193          |   | 4,810     | -                        
|Other                               |              | 16,625       |                 | 833              |                 | -               |                  | 17,458          |   | 555       | -                        
|Administration fees
    (earned)    |              | (76,483)     |                 | -                |                 | -               |                  | (76,483)        |   | -         | -                        
|                                    |              | 1,525,407    |                 | 123,907          |                 | -               |                  | 1,649,314       |   | 110,755   | -                        
|                                    |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|NEVADA (note 5)                     |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Other Properties                    |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Acquisition and option payments     |              | -            |                 | -                |                 | -               |                  | -               |   | 369,783   |                          
|                                    |              |              |                 |                  |                 |                 |                  |                 |   |           |                          
|Deferred Property Costs             | $            | 5,532,393    | $     9,644,801 | $    (2,919,081) | $    12,258,113 | $    10,419,694 | $    (5,400,989) | $    17,276,818

Property Costs Written-off

The Company writes off to expenses the historical costs
incurred on properties upon which no further exploration work in planned at the
time the decision to abandon work on the property is made. The composition of
the write-off figures by property classification is as follows:

|                                                               |   | 2003      |   | 2002     
|-------------------------------------------------------------- | - | --------- | - | ---------
|Other Red Lake Properties*                                     | $ | 6,457     | $ | 20,753   
|Base Metal Properties                                          |   | 398,368   |   | -        
|Other Newfoundland
    Properties*                             |   | 26,695    |   | -        
|Nunavut Properties                                             |   | -         |   | 123,279  
|Manitoba - Pegg
    Property                                   |   | -         |   | 27,326   
|Other Properties*                                              |   | 1,395     |   | -        
|Total costs written-off                                        | $ | 432,915   | $ | 171,358  
|Aggregate cost recoveries and
    administration fees received |   | 4,968,074 |   | 2,747,723
|Gross write-offs and recoveries                                | $ | 5,400,989 | $ | 2,919,081

* These costs relate to properties that are considered immaterial to
separately note disclose and are inclusive of

See accompanying notes to the consolidated financial statements

- 70 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

1. NATURE AND CONTINUANCE
OF OPERATIONS

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

2.

Basis of Accounting and Consolidation

These consolidated financial statements are prepared in
accordance with generally accepted accounting principles ("GAAP") in Canada. As
described in note 10, these principles differ in certain respects from
principles and practices generally accepted in the United States ("US").
Summarized below are those policies considered particularly significant to the
Company. References to the Company included herein are inclusive of the accounts
of the parent company and its subsidiaries, Toquima Minerals Corporation at
December 31, 2003 and Rubicon Minerals USA Inc. as at the comparative year end.

All intercompany balances have been eliminated on consolidation.

Deferred Property Costs

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

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

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

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

Use of Estimates

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

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

- 71 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

Equipment

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

Foreign Currency Translation

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

Joint Ventures

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

Financial Instruments and Financial Risk

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

Investments

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

Share Capital

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

Stock-based Compensation

The Company records compensation associated with stock options granted to
consultants, directors and employees using a fair value measurement basis and
records the expense as the options vest with the recipients.

The adoption of this accounting policy for stock-based compensation has been
applied prospectively to all stock options granted subsequent to January 1,
2003. During the comparative year, the Company followed the policy of disclosing
on a pro-forma basis only the effect of accounting for stock options granted to
employees and directors on a fair value basis.

The proceeds received by the Company on the exercise of options are credited
to share capital.

Income Taxes

The Company accounts for and measures future tax assets and liabilities for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Future tax assets and liabilities are measured using
enacted or substantively enacted tax rates to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on future tax assets and liabilities of a change in tax is
recognized in income in the period that includes the date of enactment or
substantive enactment of the change. When the future realization of income tax
assets does not meet the test of being more likely than not to occur, a
valuation

- 72 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

allowance in the amount of the potential future benefit is taken and not net
assets is recognized. Such an allowance would apply fully to all potential
income tax assets of the Company.

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

3.

During 2003, the Company paid a law firm, of which a partner is a director of
the Company, $291,791 (2002 - $293,568; 2001 - $125,527) for legal services
(recorded in professional expenses, mineral property acquisition costs and share
issue costs) and at December 31, 2003 this firm is owed $62,569 for the unpaid
portion of this amount (2002 - $2,000; 2001 - $29,276), a balance which is
included in accounts payable and accrued liabilities.

4. INVESTMENTS

At December 31, 2003, the Company owned common shares in public and private
companies as follows:

|          |           | 2003    |           | 2002  
|--------- | --------- | ------- | --------- | ------
|          | Aggregate | Market  | Aggregate | Market
|          |           |         |           |       
|          | Cost      | Value   | Cost      | Value 
|          | $         | $       | $         | $     
|Public    | 351,958   | 388,136 | 30,119    | 29,806
|companies |           |         |           |       
|Private   | 14,875    | -*      | 10,000    | -*    
|companies |           |         |           |       
|          | 366,833   | 388,136 | 40,119    | 29,806

5. CAPITAL TRANSACTIONS

On December 17, 2003, the Company exchanged all of its shares of its
wholly-owned subsidiary Rubicon Minerals USA. Inc. ("Rubicon USA"), the sole
asset of which is the Palmer property located in Alaska, USA., in consideration
for 4.8 million shares of Toquima Minerals Corporation (

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

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

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

- 73 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)
In addition, at December 31, 2003, the Company recognizes a non-controlling
interest in the net assets of Toquima in the amount of $682,594.

6. PROPERTY INTERESTS

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

CANADA ONTARIO

RED LAKE MINING DIVISION

McFinley Gold Property

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

Water Claims Agreement ("the Water Claims")

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

Land Claims Agreement ("the Land Claims")

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

McCuaig JV Property

The Company has earned a 50% interest in three unpatented mining claims in
Dome Township for which the Company paid $25,000 and must incur total
exploration expenditures of $450,000 by April 15,2001 (completed). The property
is subject to a 2% NSR royalty of which the Company purchased 50% in the ERD
acquisition in March 2003. The Company may with its 50% partner purchase 50% of
the NSR royalty for $200,000 and also retain a right to first refusal on the
remaining NSR royalty.

During 2002, the Company reached an agreement with Golden Tag Resources Ltd.
on the McCuaig JV Property whereby it earned an additional 10% interest for a
total 60% interest by expending $522,000 prior to May 31, 2003 (incurred).

English Royalty Division ("ERD")

During the year ended December 31, 2003, the Company acquired underlying
interests to 74 mineral properties pursuant to the terms of the ERD described
below and an additional 11 mineral properties for no additional consideration.
The majority of the mineral properties are located in the Red Lake Mining
Division. The Company made the initial acquisition when it purchased underlying
title to 63 mineral properties located principally in the Red Lake Mining
Division in consideration for a cash payment of $500,000 (paid) and the issuance
of 250,000 common shares (issued). Fourteen of the 74 properties are subject to

- 74 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)current agreements involving the Company as optionee, including Red Lake
West, Humlin West, Red Lake East, MacKenzie, Coli Lake, Pipestone East, NST
English (Newfoundland), Pipestone South, Pipestone North, East Bay, Baird, Slate
Bay English, Hammell Lake, McCuaig and Wolf Bay. Accordingly, this agreement
will reduce the Company's aggregate property payments due under these
pre-existing options by $414,000, including $114,000 in 2003.
To December 31, 2003, the Company has recorded net proceeds of $428,679 in
connection with third party option payments received pursuant to the ERD,
inclusive of $107,778 in marketable securities.Red Lake Properties(Formerly RLJV Properties)

Agreement with AngloGold (Canada) Exploration Company ("AngloGold")
- RLJV
Properties

During the year ended December 31, 2000, the Company signed a joint venture
agreement with AngloGold, whereby AngloGold could earn an initial 60% interest
in the properties comprising the Red Lake Joint Venture ("RLJV"), in
consideration for incurring US$3 million in exploration over five years, of
which US$300,000 was a firm commitment for the initial year of the agreement
(completed). The Company remained the Operator of the Joint Venture until
November 2001 when AngloGold elected to become operator after it had expended
US$1million in exploration. Upon earning its 60% interest, AngloGold could earn
an additional 10% interest by paying the Company US$250,000. Within 100 days of
AngloGold vesting for a 60% to 70% interest, the Company could elect to have
AngloGold pay all exploration costs until a positive production decision is
reached, at which point the Company could maintain its interest by reimbursing
AngloGold its share of the costs of the project incurred by AngloGold. The
Company's interest would be diluted to the extent that it did not make such
reimbursements or participate in future cash calls subsequent to a positive
production decision. During 2000, the Company incurred an aggregate of $35,461
in expenditures directly related to acquiring this joint venture agreement and
had included this amount within property acquisition costs.

During 2002, the Company and AngloGold amended the terms of
the RLJV agreement to add the Red Lake Adams Lake gold property to the RLJV in
consideration for AngloGold agreeing to incur an additional US$400,000 in
exploration (to now total US$3.4 million) and to make annual cash payments to
the Company of US$10,000.

During the year ended December 31, 2003, the Company signed an agreement with
AngloGold regarding the disposition of all of the mineral properties comprising
the RLJV properties. All the properties being transferred to the Company
approximately 90% of the property by land area and AngloGold approximately 10%
of the property by land area are subject to NSR's to the other party. The
Company has agreed to pay a one time fee to AngloGold in the amount of
$2,000,000 or issue 1,500,000 common shares if the Company has positive
production in the Planet claims or the Main Black claims.

Advance Red Lake Property

The Company obtained the option to acquire a 100% interest in 13 patented
mining claims in consideration for the payment of $47,000 ($10,000 paid),
payable in stages over seven years. The property is subject to a 2% NSR, of
which 1% may be purchased by the Company for $500,000. This property was traded
to AngloGold as part of the September 2003 reorganization agreement, with the
Company retaining a 1.75% NSR. AngloGold is responsible for future payments on
the property.

Rivard Property

The Company obtained the option to acquire a 100% interest in one mining
lease by making cash payments of $220,000 ($65,000 paid) and issuing 210,000
shares (60,000 issued) by August 29, 2005. The property is subject to a sliding
rate NSR (2.25% - 2.75% depending on the price of gold) of which 1.25% may be
purchased by the Company for $1 million. This property was traded to AngloGold
as part of the September 2003 reorganization agreement, with the Company
retaining a 1.75% NSR. AngloGold is responsible for future option payments on
the property. Share payments will continue to be made by the Company and the
value will be reimbursed to the Company by AngloGold.

Meunier Property

The Company has a 100% interest in 115 unpatented mining claims, which it
acquired by spending $350,000 on exploration expenditures and making option
payments of $75,000.

- 75 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)
The property is subject to NSR royalty of 2.5% on 38 claims (of which the
Company may purchase a 1.5% NSR royalty for $1.5 million), 2% NSR royalty on 54
claims (of which the Company may purchase a 1% NSR royalty for $1.0 million),
and 1% on 27 claims. Annual advance royalty payments of $25,000 are due by April
15th of each year starting in 2000 (paid in 2003).Slate Bay English Property

The Company had an option to acquire a 100% interest in 13 unpatented mining
claims located in Todd township by making cash payments of $78,000 ($53,400
paid) by September 10, 2004. In addition, annual advance royalty payments of
$6,000 will be due beginning September 10, 2005. The property is subject to a 1%
NSR royalty, of which the Company may purchase a 0.5% of the NSR royalty for
$500,000. The Company is not required to make further payments on the property
and royalty is now owned by the Company as part of the ERD purchase.Humlin West Property

The Company has an option to acquire a 100% interest in 16 unpatented mining
claims located in Fairlie Township by making cash payments of $102,000 (paid) by
May 10, 2002. In addition, annual advance royalty payments of $20,000 will be
due beginning May 10, 2003. The property is subject to a 2% NSR royalty, of
which the Company may purchase a 1% of the NSR royalty for $1.0 million. The
Company is not required to make further payments on the property because the
property and royalty is now owned by the Company as part of the ERD purchase.Red Lake West Property

The Company has an option to acquire a 100% interest unpatented mining claims
in Dome and McDonough Townships by making total cash payments of $227,300 (paid)
by May 10, 2002. Annual advance royalty payments of $225,000 will be due
beginning May 10, 2003. The property is subject to a 2% NSR royalty, of which
the Company may purchase 1% of the NSR royalty for $1.0 million. The Company is
not required to make further payments on the property because the property and
royalty is now owned by the Company as part of the ERD purchase.

Red Lake Extension Property

The Company owns a 100% interest in 37 claims in the Black Bear Lake, Coli
Lake and Sobeski Lake Areas, all of which were acquired by staking.

Red Lake East Property

The Company has an option to acquire a 100% interest in 381 unpatented claim
units in the McDonough, Balmer and Bateman townships by making cash payments of
$98,000 by February 15, 2003 (paid) and issuing 150,000 common shares by
February 15, 2002 (issued). Annual advance royalty payments of $16,000 per year
are payable commencing February 15, 2004. The property is subject to a 2% NSR
royalty of which the Company may purchase 1% of the NSR royalty for $1.0
million. The Company is not required to make further payments on the property
because the property and royalty is now owned by the Company as part of the ERD
purchase.

Coli Lake Property

The Company has a 100% interest in five unpatented claims at Coli Lake for
which it paid $4,000, and is required to make annual advance royalty payments of
$6,000 commencing June 30, 2005. The property is subject to a 2% NSR royalty, of
which the Company may purchase 1% for $500,000. The Company is not required to
make further payments on the property because the property is now owned by the
Company as part of the ERD purchase.

Mackenzie Property

The Company has a 100% interest in one unpatented mining claim unit located
in Dome Township for which the Company paid $1,400. The property is subject to a
1% NSR royalty of which the Company may purchase a 0.5% NSR royalty for
$100,000. The Company is not required to make further payments on the property
and royalty is now owned by the Company as part of the ERD purchase.

- 76 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)Hammell Lake Property

The Company obtained an option to acquire a 100% interest in the three
unpatented mining claims by making cash payments of $750 (paid) and annual
advance royalties of $6,000 per year, provided the Company maintains the claim
in good standing with regulatory authorities, commencing August 1, 2004. The
Company is not required to make further payments on the property and royalty is
now owned by the Company as part of the ERD purchase.Other Red Lake Properties
Newman-Todd Property

The Company, Redstar Gold Corp., and AngloGold (Canada) Exploration Ltd.,
formed an agreement whereby Rubicon increased its interest in the Newman-Todd
property from a minimum 9% to 22% carried interest. Under the terms of the
Newman Todd agreement, AngloGold will acquire a 60% interest by spending
US$750,000 on exploration over four years, including a firm work commitment of
US$100,000 in Year 1 and by making cash payments to Redstar. Rubicon will be the
initial manager of the exploration program. AngloGold may elect to become
Manager by providing appropriate notice to Rubicon. After earn-in by AngloGold,
Rubicon would have a 22% interest and Redstar would retain an 18% interest. Both
Rubicon and Redstar would be carried to production, subject post mine decision
to payback of exploration and capital costs out of 75% of their share of mine
proceeds at prime plus 3%. If AngloGold terminates its option, the property
would revert back to the Rubicon-Redstar Option Agreement, whereby as part of a
larger property package Redstar is required to spend $2.75 million to earn a 51%
interest. In connection with this transaction, Redstar has agreed to a firm
commitment to spend $600,000 before May 6, 2004 on the west Red Lake properties
less the amount spent by AngloGold on Newman-Todd in the same period. This
property was traded to AngloGold with the Company retaining a 1.75% NSR.Option to Goldcorp Inc.

The Company optioned Adams Lake property and the Planet area
property (consisting of portions of the Red Lake East, Coli Lake and Red Lake
Extension properties) to Goldcorp Inc. To earn a 60% interest in the properties,
Goldcorp must spend $5 million on exploration over four years, including
committed first year expenditures of $750,000, and complete a one million share
private placement into Rubicon at a price of $1.60 per share for total proceeds
of $1,600,000 (completed).MD West Property

The Company acquired an option to earn a 100% interest in six claims
comprising the MD West Properties located in the Red Lake Mining District,
Nunggesser Lake and Sobeski Lake area, Ontario. In order for the Company to earn
its interest, it must make cash payments totaling $60,500 ($10,500 paid). The
property is subject to a 2% NSR of which 1% NSR can be purchased for $1 million
with an RFR on the remaining 1%.MD East Property

The Company acquired an option to earn a 100% interest in seven claims
comprising the MD West Properties located in the Red Lake Mining District,
Hanton area, Ontario. In order for the Company to earn its interest, itmust make
cash payments totaling $60,500 ($10,500 paid). The property is subject to a 2%
NSR of which 1% NSR can be purchased for $1 million with an RFR on the remaining
1%.Redstar Option Agreement

During the comparative year, the Company granted Redstar Resources
Corporation ("Redstar") the right to earn up to a 70% interest in several of
Rubicon's properties (a total of 226 claim units) at the western end of the Red
Lake gold camp. The properties included in the option are the Baird, Pipestone
North, Pipestone South, Pipestone East and Wolf Bay properties.
Redstar can earn an initial 51% interest in the properties by making cash
payments to the Company totaling $135,000, issuing 500,000 post-consolidation
shares (250,000 received) to Rubicon and expending $2.75 million in exploration
work over four years, including a firm commitment of $450,000 for the first year
(completed). During the current year, the Company amended the agreement in which
Redstar can increase its interest to 60% by funding total exploration
expenditures of $3 million over eight years and can increase its interest to 70%
by funding and bankable feasibility study and arranging project financing for a
- 77 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)
mine. Redstar is also responsible for making all cash payments to the
underlying property vendors and the issuance of 150,000 common shares to the
Company (paid).Baird Property

The Company entered into a letter agreement for the option to acquire two
unpatented mining claims in consideration for the payment of $750 (paid) and
annual advance royalty payments of $6,000 per year, provided the Company
maintains the claim in good standing with regulatory authorities, commencing
August 1, 2004. The property and royalty is now owned by the Company as part of
the ERD purchase.Pipestone North Property

The Company obtained an option to acquire a 100% interest in the six
unpatented mining claims in consideration for cash payments aggregating $89,000
($35,000 paid) in stages over three years commencing September 1, 2002, and the
completion of a minimum of $13,000 in exploration work in the property by
September 1, 2002 (completed). The property is subject to a 2% NSR, one half of
which can be purchased by the Company at any time for $500,000. The property and
royalty is now owned by the Company as part of the ERD purchase.Pipestone South Property

The Company obtained the option to acquire a 100% interest in 15 unpatented
mining claims, in consideration for cash payments aggregating $92,000 ($37,000
paid) and the issuance of 110,000 common shares (issued) paid in stages prior to
September 1, 2004 and the completion of a minimum of $26,000 of exploration
before September 1, 2002 (completed). The property is subject to $10,000 advance
royalty payments commencing in 2005 and a 2% NSR, 1% of which may be purchased
by the Company for $500,000. The property and royalty is now owned by the
Company as part of the ERD purchase.Pipestone East Property
The Company obtained the option to acquire a 100% interest in 10 unpatented
mining claims, in consideration for cash payments aggregating $81,000 ($30,000
paid) prior to September 1, 2004 and the completion of $12,000 in exploration
work before September 1, 2002 (completed). The property is subject to 2% NSR,
50% of which may be purchased by the Company for $500,000, and an annual advance
royalty of $8,000 commencing in 2005. This property was traded to AngloGold with
the Company retaining a 1.75% NSR.Wolf Bay Property

The Company obtained the option to acquire18 unpatented mining claims in
consideration for cash payments aggregating $88,500 ($38,000 paid) prior to
August 1, 2004 and the completion of $28,000 in exploration work before
September 1, 2002 (completed). The property is subject to an $8,000 annual
advance royalty commencing in 2005 and a 2% NSR, 50% of which may be purchased
by the Company for $500,000. The property and royalty is now owned by the
Company as part of the ERD purchase.East Bay Property - Wolfden Option

The Company optioned a portion of its interest in the East Bay Property in
Red Lake, Ontario, to Wolfden Resources Inc. Under the terms of this agreement,
Wolfden, as operator, must spend $5 million to earn a 60% interest over a four
year period, including $750,000 in Year 1, $500,000 of which is a firm
commitment and must be spent by June, 2004. Wolfden must also make cash payments
totaling $100,000 and issue 40,000 Wolfden shares to the Company over the four
year period.Other Ontario Properties
Robbie Lake Property 
Larder Lake Mining Division
The Company had an option to acquire a 100% interest in 8 unpatented mining
claims by staking and has obtained an option to earn a 100% interest in another
mining claim. The Company reached a new letter agreement, replacing the original
option agreement, under which the Company agreed to reimburse the costs of
another party re-staking eight of the claims, as they
- 78 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)
became available, in consideration for the Company retaining a 1% NSR and the
right to sub-option the property from the owner of the claims.NEWFOUNDLANDAvalon Gold Trend

The Company has four option agreements pursuant to which it may earn a 100%
interest in a total of 600 claims for aggregate consideration of $315,000
($112,500 paid) in cash and the issuance of the share equivalent of $60,000
shares (17,858 issued) over a four year period, and the granting of NSR
royalties ranging form 2% to 3% of which portions can be purchased for
$1,000,000 to $2,000,000 for each option agreement. Subsequent to December 31,
2003, the Company entered into an agreement with IAMGold Corporation ("IAMGold"),
whereby IAMGold can earn an initial 55% interest in these claims by spending
$3,000,000 over a four-year period, including $500,000 before February 2005.Star Track Gold Trend
The Company has four option agreements pursuant to which it
may earn a 100% interest in a total of 129 claims for aggregate consideration of
$206,500 ($81,000 paid) in cash and the issuance of 280,000 (185,953 issued)
shares over a four year period, and the granting of NSR royalties ranging from
1.0% to 2.0% of which portions can be purchased for $400,000 to $1,500,000 for
each option agreement.Glenwood-Botwood Basin Gold Trend

The Company has entered into seven option agreements to earn a 100% interest
in a total of 1,133 claims for aggregate consideration of $506,000 ($163,000
paid) in cash and the issuance of 292,000 shares, of which 74,000 shares can be
paid in cash in the amount of $74,000 (92,000 issued, $9,000 paid) over four
years, and the granting of 2% NSRs of which 1% can be purchased for varying
amounts between $1 million to $2.5 million at any time. The Company also has a
100% interest in an additional 2,340 claims acquired by staking.
The Company has optioned 60% interest in approximately six mineral licenses
known as the Wings Point Property, 11 mineral licenses known as the Glenwood
Break Property and seven mineral licenses known as the Victoria Lake Property
(included in the Golden Promise properties) to Crosshair Exploration Mining
Corp. ("Crosshair") in consideration for Crosshair incurring $1.5 million, $2.0
million and $1.75 million respectively ($460,141 spent) in exploration
expenditures and issuing 1,200,000 common shares (535,748 issued) to the
Company. The Company staked an additional 2,900 claims which are included in the
Crosshair option agreement.Golden Promise Trend Properties

The Company acquired a 100% interest in approximately 1,998 claims by map
staking and an additional 857 claims were acquired under option from a third
party (or fall within an area of interests with the third party) with the
Company able to obtain a 100% interest in the claims by making cumulative cash
payments of $42,000 ($105,500 paid) and common share issuances of 195,000 over
four years (20,000 shares issued and also $15,000 paid in lieu of 10,000
shares). Rubicon has also granted a 1.5% - 2.5% NSR royalties on the optioned
claims and has the right to buy back 0.5% - 1.5% of the NSRs for $1,250,000 -
$1,500,000 at any time
The Company has optioned 70% interest in the 23 mineral licenses known as the
Golden Promise, Mercer, Three Angle Pond, Badger and Tom Joe Properties to
Placer Dome (CLA) Limited ("Placer") whereby Placer must spend $5,000,000 in
exploration expenditures over three years and make all payments relating to the
Mercer Agreement to earn an initial 55% interest. Placer must complete a
feasibility study to earn an additional 15% interest.New World Gold Trend

The Company has entered into an agreement on the New World
Property to earn a 100% interest in 455 claims for aggregate cash consideration
of $57,000 over four years ($22,000 paid) and the issuance of an aggregate of
45,000 common shares over three years. The owners were granted a 2.0% NSR of
which a 1.0% NSR can be purchased by the Company at any time for $1.0 million.Great NP Gold Trend Property

- 79 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)The Company acquired approximately 1,500 mineral claims by staking during
2002. The Company has retained 405 mineral claims.Base Metal Properties
Point Leamington Property

The Company acquired a 100% interest in a mining lease in the Point
Leamington area for which the Company paid an aggregate of $33,532 and issued
100,000 common shares. The property is subject to a 2% NSR royalty, of which the
Company may purchase 0.5% for $500,000. Subsequent to December 31, 2003, the
Company entered into an option agreement to sell the Point Leamington Property.
See Note 13.Lewis Lake Property

The Company acquired a mineral exploration license of 168 mining claim units
from the Government of Newfoundland in 1997. The property has since been
modified and now consists of three mineral licenses comprising a total of 264
units.Seal Bay Property

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

The Company earned a 51% interest in a mineral license by incurring
exploration expenditures of $81,387.BRITISH COLUMBIA
Axelgold Property 
Omineca Mining Division

The Company acquired an option to earn a 100% interest in 192
mining claim units for which the Company paid $25,000 and issued 40,000 common
shares, and must incur total exploration expenditures of $365,000 by May 15,
2003 (completed). The property is subject to advance royalty payments of $20,000
per year beginning January 1, 2003 and a 3% NSR royalty, which the Company may
purchase for $3.0 million.
During 2002, the Company optioned a 20% interest in the property in
consideration for the optionee incurring $350,000 in exploration work prior to
November 30, 2002 (completed). The optionee has since elected under the option
agreement to convert its interest to common shares of Rubicon and accordingly
the Company issued 441,528 common shares to that party prior to year end.
During 2003, the Company amended the agreement with the underlying owner to
defer advanced royalty payments until May 15, 2004.Thumb Peak Property Skeena Mining Division

The Company acquired a 20% interest in five mining claims for nominal
consideration.NUNAVUT
Incognita Joint Venture Property 
Baffin Island

- 80 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)
The Company has a 49% interest in a joint venture with Northstar Exploration
Ltd. ("Northstar") a private company to carry out exploration on 91 mining
claims. Northstar has spent the initial $2 million on exploration on the
property to obtain its 51% interest in the joint venture.
The property is subject to a 1.5% NSR royalty payable to a third party, of
which 0.5% is payable by the joint venture and 1% is payable directly by the
Company. The Company may purchase its portion of the NSR royalty, at the option
of the third party, by either issuing 150,000 common shares of paying $1.0
million, at the election of the royalty holder.
At December 31, 2002, the Company dropped an additional 5% of the mineral
claims originally included in this joint venture, and accordingly has taken a
write-down of $123,351 of the costs deferred to that date. Costs applicable to
each of the claims were not specifically tracked and therefore the write-down
was allocated on a pro-rata basis over all claims and expenditure
classifications.UNITED STATES OF AMERICA 
ALASKA
Palmer Property

The Company has an exclusive 99 year mining lease on 340 federal mining
claims located near Haines, Alaska. In 1999, the Company acquired by staking an
additional 36 state claims. During 2002 the 36 claims were dropped.
To maintain the lease, the Company is required to make annual advance royalty
payments of US$42,500 and pay annual assessment fees to the Federal Bureau of
Land Management of US$34,000. The Company was also required to issue a total of
200,000 common shares (issued). The lease is subject to a 2.5% net smelter
return ("NSR") royalty of which the Company may purchase portions of the NSR up
to a maximum of 1.5% as follows: 0.5% for US$1,000,000 at any time before the
sixth anniversary of the date of the mineral lease; 0.5% for US$2,000,000 before
the seventh anniversary; and 0.5% for US$3,000,000 before the tenth anniversary.
The Company has a right of first refusal to purchase the NSR or any portion
thereof at any time during the term of the lease. The advance royalty payments
are deductible from the NSR royalty.
During the current year, the Company effectively vended a non-controlling
interest in the Palmer property. It retains an RFO if the current owner chooses
to option the property. Refer to note 5.7.
SHARE CAPITAL

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

|                     |               | 2003          |            | 2002         |              | 2001        
|-------------------- | ------------- | ------------- | ---------- | ------------ | ------------ | ------------
|                     | Number of     |               | Number of  |              | Number of    |             
|                     | Shares        | $             | Shares     | $            | Shares       | $           
|                     |               |               |            |              |              |             
|Balance, beginning   | 34,032,251    | 18,737,677    | 23,398,867 | 11,281,967   | 19,508,509   | 10,030,775  
|of year              |               |               |            |              |              |             
|Private placements   | (3)13,979,329 | (2)14,389,958 | 5,368,463  | (5)3,568,885 | (4)3,427,858 | (1)1,058,942
|Mineral properties   | 602,811       | 711,381       | 1,426,028  | 1,656,612    | 125,000      | 57,250      
|Stock options        | 1,547,500     | 583,125       | 167,500    | 64,725       | -            | -           
|exercised            |               |               |            |              |              |             
|Warrants exercised   | 2,022,740     | 1,489,488     | 3,671,393  | 2,165,488    | 337,500      | 135,000     
|Balance, end of year | 52,184,631    | 35,911,629    | 34,032,251 | 18,737,677   | 23,398,867   | 11,281,967  

(1)

b) Stock Options

- 81 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial Statements(Stated in Canadian Dollars)The following is a summary of the changes in the Company's outstanding stock
options for the 2003, 2002, and 2001 fiscal years.

|                                      | 2003        | 2002     | 2001         
|------------------------------------- | ----------- | -------- | -------------
|                                      |             | Weighted |              
|                                      | Number of   | Average  | Number
    of
|                                      | Shares      | Exercise | Shares       
|                                      |             | Price    |              
|                                      |             | $        |              
|Balance at beginning
    of year      | 3,117,500   | 0.67     | 1,680,000)   
|Granted                               | 895,000     | 1.06     | 1,655,000)   
|Exercised                             | (1,547,500) | 0.38     | (167,500)    
|Expired/Cancelled                     | (150,000)   | 0.71     | (50,000)     
|Outstanding and exercisable at end of |             |          |              
|fiscal year *                         | 2,315,000   | 1.01     | 3,117,500)   

* At December 31, 2003, the weighted-average remaining contractual life of
stock options outstanding is 4.01 years.

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

|                             |   | 2003    |   | 2002   
|---------------------------- | - | ------- | - | -------
|Balance at beginning of year | $ | 197,485 | $ | -      
|Stock-based
    compensation |   | 556,046 |   | 145,355
|Mineral properties           |   | -       |   | 52,130 
|Balance at end of year       | $ | 753,531 | $ | 197,485

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

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

The fair value of options included in the expense figures and in the
pro-forma information above for 2002, has been estimated using the Black-Scholes
Option Pricing Model based on the following assumptions: a risk free interest
rate 5% (2002 - 2.5%); expected lives of 2 - 10 years (2002 - 1 1⁄2 - 5 years); an
expected volatility of 50% (2002 - 26%); and no expectation for the payment of
dividends.

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

b)

- 82 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

|December 31, 2003  
|-------------------
|                   
|Type of Issue      
|                   
|Stock Options      
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|Total Stock Options
|                   
|Warrants           
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   

8.





9.

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

- 83 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

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

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

|                                                                  |   |              | December 31, |              |  
|----------------------------------------------------------------- | - | ------------ | ------------ | ------------ | -
|                                                                  |   | 2003         |              | 2002         |  
|a) Assets                                                         |   |              |              |              |  
|Deferred Property Costs                                           |   |              |              |              |  
|Deferred property costs following Canadian GAAP                   | $ | 17,276,818)  | $            | 12,258,113)  | $
|Less deferred
    property costs                                  |   | (17,276,818) |              | (12,258,113) |  
|Deferred property
    costs following US GAAP                     | $ | -)           | $            | -)           | $
|b) Operations                                                     |   |              |              |              |  
|Net
    loss following Canadian GAAP                              | $ | (2,312,394)  | $            | (1,102,112)  | $
|Deferred property costs expensed under US GAAP                    |   | (5,451,620)  |              | (6,897,078)  |  
|Add
    write down included in comprehensive income/loss under US |   |              |              |              |  
|GAAP                                                              |   | -)           |              | -)           |  
|Deferred property costs written-off under Canadian GAAP           |   | 432,915)     |              | 171,358)     |  
|Income from sale of
    tax benefits under US GAAP                |   | 480,000)     |              | -)           |  
|Net loss under US
    GAAP                                        | $ | (6,851,099)  | $            | (7,827,832)  | $
|c) Deficit                                                        |   |              |              |              |  
|Closing deficit following Canadian GAAP                           | $ | (8,114,423)  | $            | (5,802,029)  | $
|Adjustment to deficit for accumulated costs expensed under US     |   |              |              |              |  
|GAAP, net of
    historical income and other items                |   | (16,634,198) |              | (12,095,493) |  
|Closing deficit
    under US GAAP                                 | $ | (24,748,621) | $            | (17,897,522) | $
|d) Cash Flows -
    Operating Activities                          |   |              |              |              |  
|Cash applied to operations under Canadian GAAP                    | $ | (1,989,751)  | $            | (418,148)    | $
|Add
    net loss following Canadian GAAP                          |   | 2,312,394)   |              | 1,102,112)   |  
|Less net loss following US GAAP                                   |   | (6,851,099)  |              | (7,827,832)  |  
|Less other write down taken under Canadian GAAP                   |   | -)           |              | -)           |  
|Less deferred property costs written-off under Canadian GAAP      |   | (432,915)    |              | (171,358)    |  
|Add non-cash
    property expenditures expensed under US GAAP     |   | 370,633)     |              | 1,688,742)   |  
|Cash applied to
    operations under US GAAP                      | $ | (6,590,738)  | $            | (5,626,484)  | $
|e) Cash Flows -
    Investing Activities                          |   |              |              |              |  
|Cash applied to investments under Canadian GAAP                   | $ | (9,332,523)  | $            | (7,957,393)  | $
|Add cash property
    costs expensed under US GAAP                |   | 10,049,061)  |              | 7,936,059)   |  
|Cash applied to
    investments under US GAAP                     | $ | 716,538)     | $            | (21,334)     | $
|f) Cash Flows -
    Financing Activities                          |   |              |              |              |  
|Cash received from financing activities under Canadian GAAP       | $ | 21,464,382)  | $            | 8,526,821)   | $
|Less: exploration recoveries included in income under US GAAP     |   | (4,968,074)  |              | (2,727,723)  |  
|Less: premiums on flow-through share issuances included in income |   |              |              |              |  
|under US GAAP                                                     |   | (480,000)    |              | -)           |  
|Cash received from
    financing activities under US GAAP         | $ | 16,016,308)  | $            | 5,799,098)   | $

- 84 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

OTHER DIFFERENCES BETWEEN CANADIAN AND US GAAP

g) Loss Per Share

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

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

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

|                                                         |   | 2003        |   | 2002        |   | 2001       
|-------------------------------------------------------- | - | ----------- | - | ----------- | - | -----------
|                                                         |   |             |   |             |   |            
|Numerator: Net loss for the year under
    US GAAP       | $ | (6,851,099) | $ | (7,827,832) | $ | (1,333,672)
|Denominator: Weighted-average number
    of shares under |   |             |   |             |   |            
|Canadian GAAP                                            |   | 43,240,383  |   | 31,010,908  |   | 20,196,550 
|Adjustment required under US GAAP
    (escrow shares)    |   | (21,260)    |   | -           |   | -          
|Weighted-average number of shares
    under US GAAP      |   | 43,219,123  |   | 31,010,908  |   | 20,196,550 
|Basic and diluted loss per share under
    US GAAP       | $ | (0.16)      | $ | (0.25)      | $ | (0.07)     

h)

i)

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

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

|Accumulated Other Comprehensive Income
    - December 31, 2000 | $ | (4,601)
|-------------------------------------------------------------- | - | -------
|Other Comprehensive Loss - 2001                                |   | 5,101  
|Accumulated Other Comprehensive Loss -
    December 31, 2001   | $ | 500    
|Other Comprehensive Income - 2002                              |   | (813)  
|Accumulated Other Comprehensive Income
    - December 31, 2002 | $ | (313)  
|Other Comprehensive Income - 2003                              |   | 36,497 
|Accumulated Other Comprehensive Income
    - December 31, 2003 | $ | 36,184 

ii)

- 85 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

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

|                     |   | 2003    |   | 2002 |   | 2001
|-------------------- | - | ------- | - | ---- | - | ----
|Deferred tax benefit | $ | 480,000 | $ | -    | $ | -   

The Company's share capital balance under Canadian GAAP would be impacted as
follows by the pro-forma application of this US GAAP standard:

|                                                                 | 2003         | 2002         | 2001        
|---------------------------------------------------------------- | ------------ | ------------ | ------------
|Share capital under Canadian GAAP                                | $ 35,911,629 | $ 18,737,677 | $ 11,281,967
|Deferred tax benefit
    included in income under US GAAP- 1999  | (24,436)     | (24,436)     | (24,436)    
|Deferred tax benefit
    included in income under US GAAP - 2000 | (134,000)    | (134,000)    | (134,000)   
|Deferred tax benefit included in
    income under US GAAP - 2003 | (480,000)    | -            | -           
|Share capital under US GAAP                                      | $ 35,273,193 | $ 18,579,241 | $ 11,123,531

iii)

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

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

|                                                    |   | 2003    |   | 2002    |   | 2001   
|--------------------------------------------------- | - | ------- | - | ------- | - | -------
|Investments under Canadian GAAP                     | $ | 366,833 | $ | 40,119  | $ | 20,119 
|Other Comprehensive
    Income under US GAAP - 1999 |   | 1,500   |   | 1,500   |   | 1,500  
|Other Comprehensive
    Loss under US GAAP - 2000   |   | (6,106) |   | (6,101) |   | (6,101)
|Other Comprehensive
    Income under US GAAP - 2001 |   | 5,101   |   | 5,101   |   | 5,101  
|Other Comprehensive
    Loss under US GAAP - 2002   |   | (813)   |   | (813)   |   | -      
|Other Comprehensive
    Income under US GAAP - 2003 |   |         |   | -       |   | -      
|                                                    |   | 36,497  |   |         |   |        
|Investments under US GAAP                           | $ | 403,012 | $ | 39,806  | $ | 20,619 

11.

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

12. INCOME TAXES

At December 31, 2003, the Company had non-capital losses of approximately
$4.4 million expiring over the next seven years and available to reduce taxable
income earned during that period. In addition, the Company has approximately
$12.4 million of resource and other tax pools available to offset future taxable
income. The potential net future tax benefit relating to these amounts has not
been reflected in the financial statements as their utilization cannot be
considered likely.

- 86 -

---

RUBICON MINERALS CORPORATIONNotes to the Consolidated Financial
Statements(Stated in Canadian Dollars)

13. SUBSEQUENT EVENTS

In addition to items disclosed elsewhere in these notes, the following
occurred during the period subsequent to December 31, 2003:

- 





- 87 -

---

Item 18. Financial StatementsSee "Item 17 - Financial Statements."

- 88 -

---

Item 19. Exhibits
INDEX TO EXHIBITSAll exhibits listed are those material contracts entered into subsequent and
in addition to those detailed in the Company's Registration Statement on Form
20F.

|Exhibit No. |                                                                                             | Description                                              | Sequential Page No.
|----------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------- | -------------------
|            |                                                                                             |                                                          |                    
|            |                                                                                             |                                                          |                    
|            | Articles of Incorporation and
    Bylaws                                                    |                                                         
|            |                                                                                             |                                                          |                    
|1.1         | Memorandum of 515006 B.C. Ltd.
    dated February 20, 1996                                  | N/A(1)                                                  
|            |                                                                                             |                                                          |                    
|1.2         | Special Resolution dated March
    26, 1996 and Altered Memorandum                          | N/A(1)                                                  
|            |                                                                                             |                                                          |                    
|1.3         | Articles of the Company                                                                     | N/A(1)                                                  
|            |                                                                                             |                                                          |                    
|1.4         | Special Resolution dated May 7,
    1996 amending Articles of the Company                   | N/A(1)                                                  
|            |                                                                                             |                                                          |                    
|            |                                                                                             |                                                          |                    
|            | Voting Trust Agreements                                                                     |                                                         
|            |                                                                                             |                                                          |                    
|3.1         | Voting Trust Agreement between
    the Company and Dominion Goldfields Corporation .156 (4)
|            |                                                                                             |                                                          |                    
|            |                                                                                             |                                                          |                    
|            | Material Contracts -
    Properties                                                         |                                                         
|            |                                                                                             |                                                          |                    
|            | McFinley Gold Project                                                                       |                                                         
|            |                                                                                             |                                                          |                    
|4.1         | Agreement made as of January 3,
    2002, as accepted January 30, 2002 between the          |                                                         
|            | Company and Dominion Goldfields
    Corporation in connection with the McFinley             |                                                         
|            | Water Claims                                                                                |                                                          | 160(4)             
|            |                                                                                             |                                                          |                    
|4.2         | Agreement made and accepted as of
    June 10, 2003 between the Company and                 |                                                         
|            | Dominion Goldfields Corporation
    in connection with the McFinley Land Claims *           | 166(4)                                                  
|            |                                                                                             |                                                          |                    
|            | * Confidential                                                                              | portions of this exhibit have been omitted
    and filed |                    
|            | separately with the Commission
    pursuant to an application for Confidential              |                                                         
|            | Treatment under Rule 24b-2
    promulgated under the Securities Exchange Act of             |                                                         
|            | 1934, as amended.                                                                           |                                                         
|            |                                                                                             |                                                          |                    
|            | Red Lake Joint Venture
    Properties                                                       |                                                         
|            |                                                                                             |                                                          |                    
|            | AngloGold Exploration,
    Development and Mining Venture Agreement                         |                                                         
|            |                                                                                             |                                                          |                    
|4.3         | Exploration, Development and
    Mining Venture Agreement dated May 5, 2000                 |                                                         
|            | between AngloGold (Canada)
    Exploration Company and the Company                          | N/A(1)                                                  
|            |                                                                                             |                                                          |                    
|4.4         | First Amendment to Exploration,
    Development and Mining Venture Agreement dated          |                                                         
|            | December 20, 2001 between
    AngloGold (Canada) Exploration Company and the                |                                                         
|            | Company                                                                                     |                                                          | N/A(3)             
|            |                                                                                             |                                                          |                    
|            | Meunier Property, Ontario                                                                   |                                                         
|            |                                                                                             |                                                          |                    
|4.5         | Agreement made as of February 1,
    1995 between Viridian Inc. (formerly Sherritt Inc.     |                                                         
|            | and now Agrium Inc.), Outokumpu
    Mines Ltd. and David Meunier as clarified by            |                                                         

- 89 -

---



|     |                                                                                             |        
|---- | ------------------------------------------------------------------------------------------- | -------
|     | letter agreement dated
    November 18, 1996 as accepted January 1, 1997 and November       |        
|     | 21, 1996, respectively                                                                      | N/A(1) 
|     |                                                                                             |        
|4.6  | Letter Agreement dated
    January 29, 1996 between Rubicon Management Ltd.                 |        
|     | (formerly Rubicon
    Minerals Corporation) and David Meunier whereby RML agreed to         |        
|     | acquire a 100%
    interest in the property, together with a copy of a letter dated May 17, |        
|     | 2000 between David
    Meunier and the Company amending the Agreement to include            |        
|     | an NSR Schedule                                                                             | N/A(1) 
|     |                                                                                             |        
|4.7  | Letter dated March 25,
    1997, from the Company to Agrium Inc. and Outokumpu              |        
|     | Mines Ltd. regarding
    assignment                                                         | N/A(1).
|     |                                                                                             |        
|4.8  | Amendment to January
    1996 Letter Agreement, dated May 17, 2000                          | N/A(1) 
|     |                                                                                             |        
|     | Red Lake West
    Property, Ontario                                                         |        
|     | (formerly known
    as the Post Narrows and Slate Bay Properties)                           |        
|     |                                                                                             |        
|4.9  | Letter Agreement dated
    February 6, 1998 between the Company and Perry English in        |        
|     | connection with the
    Post Narrows Property                                               | N/A(1) 
|     |                                                                                             |        
|4.10 | Letter Agreement dated
    February 7, 1998 between the Company and Perry English in        |        
|     | connection with the
    Slate Bay Property                                                  | N/A(1) 
|     |                                                                                             |        
|4.11 | Amending Agreement
    dated March 16, 1998 between the Company and Perry English           |        
|     | in connection with the
    Post Narrows Property                                            | N/A(1) 
|     |                                                                                             |        
|4.12 | Letter Agreement dated
    August 7, 1998 between the Company and Perry English             |        
|     | merging the Post
    Narrows & Slate Bay Properties into the Red Lake West Property         | N/A(1) 
|     |                                                                                             |        
|     | Humlin West
    Property, Ontario                                                           |        
|     |                                                                                             |        
|4.13 | Letter Agreement dated
    February 7, 1998 between the Company and Perry English in        |        
|     | connection with the
    Humlin West Property                                                | N/A(1) 
|     |                                                                                             |        
|4.14 | Letter Agreement dated
    October 21, 1998 between the Company and Perry English,          |        
|     | which supersedes the
    Letter Agreement dated February 7, 1998                            | N/A(1) 
|     |                                                                                             |        
|     | Red Lake East
    Property, Ontario                                                         |        
|     |                                                                                             |        
|4.15 | Letter Agreement dated
    February 11, 1999 between Perry English and the Company          | N/A(1) 
|     |                                                                                             |        
|     | Coli Lake
    Property, Ontario                                                             |        
|     |                                                                                             |        
|4.16 | Letter Agreement dated
    February 14, 2000 between the Company and Perry English          |        
|     | whereby the Company
    may acquire a 100% interest in the property                         | N/A(1) 
|     |                                                                                             |        
|     | Advance Red Lake
    Property, Ontario                                                      |        
|     |                                                                                             |        
|4.17 | Letter Agreement dated
    June 27, 2000 between the Company and Tor Jensen, Belle          |        
|     | Madsen, Christopher
    Proud and Wayne Beach, whereby the Company may acquire a            |        
|     | 100% interest in the
    property                                                           | N/A(1) 
|     |                                                                                             |        
|     | MacKenzie
    Property, Ontario                                                             |        
|     |                                                                                             |        
|4.18 | Letter Agreement dated
    February 14, 2000 between the Company and Perry English          |        
|     | whereby the Company
    may acquire a 100% interest in the property                         | N/A(1) 
|     |                                                                                             |        
|     | Slate Bay
    English Option Property                                                       |        

- 90 -

---



|     |                                                                                      |       
|---- | ------------------------------------------------------------------------------------ | ------
|     |                                                                                      |       
|4.19 | Letter Agreement dated
    September 10, 2000, as accepted February 12, 2001 between |       
|     | the Company and Perry
    English whereby the Company may obtain a 100% interest in  |       
|     | the property                                                                         | N/A(2)
|     |                                                                                      |       
|     |                                                                                      |       
|     |                                                                                      |       
|     | Other Red Lake
    Properties                                                        |       
|     |                                                                                      |       
|     | Pipestone North
    Property, Ontario                                                |       
|     |                                                                                      |       
|4.20 | Letter Agreement dated
    August 12, 2000, between the Company and Perry English    |       
|     | whereby the Company
    may acquire a 100% interest in the property                  | N/A(1)
|     |                                                                                      |       
|4.21 | Amendment to the
    Letter Agreement dated November 1, 2001                         | N/A(3)
|     |                                                                                      |       
|     | Pipestone South
    Property, Ontario                                                |       
|     |                                                                                      |       
|4.22 | Letter Agreement dated
    August 12, 2000 between the Company and Perry English     |       
|     | whereby the Company
    may acquire a 100% interest in the property                  | N/A(1)
|     |                                                                                      |       
|4.23 | Amendment to the
    Letter Agreement dated November 1, 2001                         | N/A(3)
|     |                                                                                      |       
|     | Pipestone East
    Property, Ontario                                                 |       
|     |                                                                                      |       
|4.24 | Letter Agreement dated
    August 12, 2000 between the Company and Perry English     |       
|     | whereby the Company
    may acquire a 100% interest in the property                  | N/A(1)
|     |                                                                                      |       
|4.25 | Amendment to the
    Letter Agreement dated November 1, 2001                         | N/A(3)
|     |                                                                                      |       
|     | McCuaig
    Property, Ontario                                                        |       
|     |                                                                                      |       
|4.26 | Letter Agreement dated
    December 15, 1997 between the Company and Golden Tag      |       
|     | Resources Ltd                                                                        | N/A(1)
|     |                                                                                      |       
|4.27 | Amendment to Letter
    Agreement, dated September 19, 2000                          | N/A(1)
|     |                                                                                      |       
|4.28 | Joint Venture
    Agreement Between Golden Tag Resources Ltd. and the Company dated  |       
|     | January 31, 2002                                                                     | N/A(3)
|     |                                                                                      |       
|     | Hammell Lake
    Property, Ontario                                                   |       
|     |                                                                                      |       
|4.29 | Letter Agreement dated
    June 27, 2000 between the Company and Perry English       |       
|     | whereby the Company
    may acquire a 100% interest in the property                  | N/A(1)
|     |                                                                                      |       
|     | Wolf Bay
    Property, Ontario                                                       |       
|     |                                                                                      |       
|4.30 | Letter Agreement dated
    June 26, 2000 between the Company and Perry English       |       
|     | whereby the Company
    may acquire a 100% interest in the property                  | N/A(1)
|     |                                                                                      |       
|4.31 | Amendment to the
    Letter Agreement dated November 1, 2001                         | N/A(3)
|     |                                                                                      |       
|     | West Red Lake
    Properties Agreement                                               |       
|     |                                                                                      |       
|4.32 | Letter Agreement for
    West Red Lake Properties Between Redstar Resources          |       
|     | Corporation and the
    Company dated March 7, 2002                                  | N/A(3)
|     |                                                                                      |       
|     | Newfoundland
    Properties                                                          |       
|     |                                                                                      |       
|     | Golden Promise
    Property Agreement                                                |       

- 91 -

---



|     |                                                                                            |       
|---- | ------------------------------------------------------------------------------------------ | ------
|4.33 | Letter Agreement
    between William Mercer and the Company dated May 22, 2002, as         |       
|     | accepted on July 26,
    2002.                                                             | 170(4)
|     |                                                                                            |       
|     | StarTrack
    Property Agreement                                                           |       
|     |                                                                                            |       
|4.34 | Letter Agreement
    Between Robert Stares & Alexander Stares and the Company on the       |       
|     | Stares Property dated
    November 9, 2001, as accepted on November 13, 2001               | N/A(3)
|     |                                                                                            |       
|     | Lewis "A"
    Property Agreement                                                           |       
|     |                                                                                            |       
|4.35 | Letter Agreement
    Between Black Bart Prospecting Inc. and the Company on the Lewis      |       
|     | "A" Property dated
    December 24, 2001, as accepted February 7, 2002                     | N/A(3)
|     |                                                                                            |       
|     | NST Gold
    Property Agreement                                                            |       
|     |                                                                                            |       
|4.36 | Letter Agreement
    Between Stephen Stares & James Crocker and the Company on the         |       
|     | NST Property dated
    December 20, 2001, as accepted February 7, 2002                     | N/A(3)
|     |                                                                                            |       
|     | Lewis "B"
    Property Agreement                                                           |       
|     |                                                                                            |       
|4.37 | Letter Agreement
    Between Gary E. Lewis (Representing Gary E. Lewis, BBP, Black         |       
|     | Bart Prospecting Inc.
    & Black Bart Prospecting) & Cyril Reid & Paul Chafe and the      |       
|     | Company on the Lewis
    "B" Property dated December 24, 2001, as accepted February        |       
|     | 7, 2002                                                                                    | N/A(3)
|     |                                                                                            |       
|     | NST English
    Property Agreement                                                         |       
|     |                                                                                            |       
|4.38 | Letter Agreement
    Between Perry English and the Company on the NST English              |       
|     | Property dated January
    31, 2002, as accepted February 15, 2002                         | N/A(3)
|     |                                                                                            |       
|     | Christopher
    Property Agreement                                                         |       
|     |                                                                                            |       
|4.39 | Option Agreement
    Between Bill Mercer and the Company on the Christopher Property       |       
|     | dated February 28,
    2002, as accepted March 8, 2002                                     | N/A(3)
|     |                                                                                            |       
|     | Point Leamington
    Property, Newfoundland                                                |       
|     |                                                                                            |       
|     | Acquisition
    Agreements                                                                 |       
|     |                                                                                            |       
|4.40 | Letter Agreement dated
    August 26, 1998 between Noranda Mining & Exploration Inc.       |       
|     | and the Company                                                                            | N/A(1)
|     |                                                                                            |       
|4.41 | Letter Agreement dated
    May 12, 1999 between the Company and LATelco                    |       
|     | International Inc.
    with respect to the offer to purchase the particular 2.5% undivided |       
|     | participating interest
    of LATelco in the Point Leamington Property                     | N/A(1)
|     |                                                                                            |       
|4.42 | Letter Agreement dated
    May 14, 1999 between the Company and Noranda Inc. with          |       
|     | respect to
    confirmation and documentation of the formal Agreement with respect to a    |       
|     | 75% interest in the
    Point Leamington Property                                          | N/A(1)
|     |                                                                                            |       
|4.43 | Letter Agreement dated
    May 14, 1999 between the Company and MFC Bancorp Ltd.           |       
|     | with respect to terms
    of the agreement to purchase a 22.5% beneficial interest in the  |       
|     | Point Leamington
    Property                                                              | N/A(1)
|     |                                                                                            |       
|     | Seal Bay
    Property                                                                      |       
|     |                                                                                            |       
|4.44 | Letter Agreement dated
    July 10, 2001 between the Company and Falconbridge Ltd.         |       
|     | whereby the Company
    was granted until July 15, 2002 to incur exploration               |       
|     | expenditures of
    $700,000 and thereby earn a 65% interest in the property               | N/A(2)
|     |                                                                                            |       
|     | Palmer Property,
    Alaska                                                                |       

- 92 -

---



|     |                                                                                     |                                                                         |        
|---- | ----------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -------
|4.45 | Mineral
    Lease Agreement dated December 19, 1997 among Alyu, Haines, Rubicon     |                                                                        
|     | USA and
    the Company                                                             | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|4.46 | Amendment
    to the Mineral Lease Agreement of December 19, 1997, dated August 21, |                                                                        
|     | 2000                                                                                |                                                                         | N/A(1) 
|     |                                                                                     |                                                                         |        
|     |                                                                                     |                                                                         |        
|     | Other Material
    Contracts                                                        |                                                                        
|     |                                                                                     |                                                                         |        
|     | Employment Agreements                                                               |                                                                        
|     |                                                                                     |                                                                         |        
|4.47 | Employment
    Agreement with senior executive David W. Adamson dated January 1,    |                                                                        
|     | 2002                                                                                |                                                                         | N/A(3) 
|     |                                                                                     |                                                                         |        
|     |                                                                                     |                                                                         |        
|4.48 | Employment
    Agreement with senior executive J. Garfield MacVeigh dated August 1, |                                                                        
|     | 1996                                                                                |                                                                         | N/A(1) 
|     |                                                                                     |                                                                         |        
|     | Vancouver Stock Exchange Listing Agreement                                          |                                                                        
|     |                                                                                     |                                                                         |        
|4.49 | Listing
    Agreement dated May 15, 1997 between the Company, Montreal Trust        |                                                                        
|     | Company of
    Canada, and Vancouver Stock Exchange                                 | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|     | Indemnity Agreements                                                                |                                                                        
|     |                                                                                     |                                                                         |        
|4.50 | Indemnity
    Agreement dated April 1, 1997 between the Company and J. Garfield     |                                                                        
|     | MacVeigh                                                                            |                                                                         | N/A(1).
|     |                                                                                     |                                                                         |        
|     | Director and Employee Stock Options - November 22, 1999                             |                                                                        
|     |                                                                                     |                                                                         |        
|4.51 | Directors'
    Stock Option Agreement dated November 22, 1999 between the Company   |                                                                        
|     | and J.
    Garfield MacVeigh                                                        | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|4.52 | Directors'
    Stock Option Agreement dated November 22, 1999 between the Company   |                                                                        
|     | and Craig
    J. Nelsen                                                             | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|4.53 | Employee
    Stock Option Agreement dated November 22, 1999 between the Company     |                                                                        
|     | and Liz
    Monger                                                                  | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|     | Director Stock Option Amendment - March 22, 2000                                    |                                                                        
|     |                                                                                     |                                                                         |        
|4.54 | Amendment
    to Stock Option Agreement of Craig J. Nelsen, dated March 22, 2000    | N/A(1)                                                                 
|     |                                                                                     |                                                                         |        
|     | Director and Employee Stock Options - April 12, 2001                                |                                                                        
|     |                                                                                     |                                                                         |        
|4.55 | Employee                                                                            | Stock Option Agreement
    dated April 12, 2001 between the Company and |        
|     | Elizabeth
    Monger                                                                | N/A(3)                                                                 
|     |                                                                                     |                                                                         |        
|4.56 | Employee                                                                            | Stock Option Agreement
    dated April 12, 2001 between the Company and |        
|     | Ian Russell                                                                         |                                                                         | N/A(3) 
|     |                                                                                     |                                                                         |        
|4.57 | Employee                                                                            | Stock Option Agreement
    dated April 12, 2001 between the Company and |        
|     | Elizabeth
    Mazerolle                                                             | N/A(3)                                                                 
|     |                                                                                     |                                                                         |        
|4.58 | Director
    Stock Option Agreement dated April 12, 2001 between the Company and    |                                                                        
|     | David Reid                                                                          |                                                                         | N/A(3) 
|     |                                                                                     |                                                                         |        
|     | Director and Employee Stock Options - May 9, 2001                                   |                                                                        
|     |                                                                                     |                                                                         |        

- 93 -

---



|     |                                                                                          |        
|---- | ---------------------------------------------------------------------------------------- | -------
|4.59 | Employee Stock Option
    Agreement dated May 9, 2001 between the Company and Bill       |        
|     | Cavalluzzo                                                                               | N/A(3) 
|     |                                                                                          |        
|4.60 | Director Stock Option
    Agreement dated May 9, 2001 between the Company and            |        
|     | David Adamson                                                                            | N/A(3) 
|     |                                                                                          |        
|4.61 | Director Stock Option
    Agreement dated May 9, 2001 between the Company and            |        
|     | Michael Gray                                                                             | N/A(3) 
|     |                                                                                          |        
|4.62 | Director Stock Option
    Agreement dated May 9, 2001 between the Company and J.         |        
|     | Garfield MacVeigh                                                                        | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock
    Options - November 29, 2001                                           |        
|     |                                                                                          |        
|4.63 | Employee Stock Option
    Agreement dated November 29, 2001 between the Company          |        
|     | and Ian Russell                                                                          | N/A(3) 
|     |                                                                                          |        
|4.64 | Employee Stock Option
    Agreement dated November 29, 2001 between the Company          |        
|     | and Darwin Green                                                                         | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock
    Options - December 20, 2001                                           |        
|     |                                                                                          |        
|4.65 | Employee Stock Option
    Agreement dated December 20, 2001 between the Company          |        
|     | and Bill Cavalluzzo                                                                      | N/A(3) 
|     |                                                                                          |        
|     | Employee Stock
    Options - April 16, 2002                                              |        
|     |                                                                                          |        
|4.66 | Employee Stock Option
    Agreement dated April 16, 2002 between the Company and         |        
|     | Samantha Stevens                                                                         | N/A(3) 
|     |                                                                                          |        
|     | Director and
    Significant Employee Stock Options - August 8, 2002                     |        
|     |                                                                                          |        
|4.67 | Director Stock Option
    Agreement* dated August 8, 2002 between the Company and        |        
|     | David W. Adamson                                                                         | N/A(4) 
|     |                                                                                          |        
|     | * Same Option
    Agreement (terms and number of options) was used for the other four    |        
|     | directors of the
    Company - Michael J. Gray, J. Garfield MacVeigh, Douglas B. Forster |        
|     | and David R. Reid                                                                        |        
|     |                                                                                          |        
|4.68 | Director Stock Option
    Agreement dated August 8, 2002 between the Company and         |        
|     | William Cavalluzzo                                                                       | N/A(4) 
|     |                                                                                          |        
|     | Consulting
    Services Contract                                                         |        
|     |                                                                                          |        
|4.69 | Financial and Advisor
    Services Agreement dated April 7, 2003 between Roman           |        
|     | Friedrich and Company
    Ltd. and the Company                                           | N/A(4) 
|     | Shareholder
    Rights Plan                                                              |        
|     |                                                                                          |        
|4.70 | Shareholder Rights
    Plan dated February 11, 2002 and approved by the Company's        |        
|     | Shareholders at is
    2002 Annual General Meeting on June 6, 2002                       | N/A(4).
|     | Stock Option
    Plan                                                                    |        
|     |                                                                                          |        
|4.71 | Stock Option Plan
    dated May 6, 2003 and approved by the Company's Shareholders at    |        
|     | its 2003 Annual
    General Meeting on June 12, 2003                                     | N/A(4) 
|     | English Royalty
    Acquisition                                                          |        
|     |                                                                                          |        
|4.72 | Agreement Letter
    between the Company and Perry English dated January 23,             |        
|2002 | 234(4)                                                                                   |        
|     |                                                                                          |        
|4.73 | Exhibit A to the
    Agreement Letter between the Company and Perry English dated        |        
|     | March 6, 2003(4)                                                                         | N/A(4) 

- 94 -

---



|     |                                                                                     |    
|---- | ----------------------------------------------------------------------------------- | ---
|     | Subsidiaries                                                                        |    
|     |                                                                                     |    
|8.1  | List of Subsidiaries                                                                | 97 
|     |                                                                                     |    
|     | Additional
    Documents                                                            |    
|     |                                                                                     |    
|10.1 | Consent of DeVisser &
    Company, Chartered Accountants(1)                         | N/A
|10.2 | Technical Report on
    the "Exploration Activities of Rubicon Minerals Corporation |    
|     | on the McFinley
    Property, Red Lake, Ontario During the Period May 2003 to       |    
|     | March 2004"                                                                         | 98 
|10.3 | "Technical Report on
    the Golden Promise Property", dated April 26, 2004         | 205
|     |                                                                                     |    
|13.1 | 906 Certification                                                                   |    
|     |                                                                                     |    

(1) Filed as an exhibit to the Company's Registration Statement on Form 20-F
filed December 13, 2000. 
(2)

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

RUBICON MINERALS CORPORATION

/s/Peter G. Wong      Peter G. Wong, CA, CFO

Date: April 30, 2004

- 95 -

---

EXHIBIT 8.1List of Subsidiaries

Toquima Minerals Corporation, incorporated under the laws of British
Columbia, Canada.



- 96 -

---



FORM 43-101F1 TECHNICAL REPORT



EXPLORATION ACTIVITIES OF RUBICON MINERALS CORPORATION

ON THE McFINLEY PROPERTY,

RED LAKE, ONTARIO

DURING THE PERIOD MAY 2003 TO MARCH 2004



NTS 52N/04



Submitted in fulfillment of reporting requirements under 
National Instrument 43 - 101 
On 
April 23, 2004



By: Qualified Person 
Ian R. Cunningham-Dunlop, P.Eng. 
2537 Sechelt Drive 
North Vancouver, B.C. V7H 1N7



- 97 -

---

1.0 SUMMARYThis technical report on the McFinley Gold Property of
Rubicon Minerals Corporation (Rubicon) has been prepared by I. R.
Cunningham-Dunlop, P.Eng. with the assistance of Rubicon project staff. The
author has the experience, background and personal knowledge to act as Qualified
Persons under NI43-101. The report has be prepared to meet the requirements of
Rubicon's Annual Information Form disclosure requirements in the form of a 20-F.
The McFinley Property is located in Bateman Township in the
Red Lake District in Northwestern Ontario, approximately six kilometers north of
the operating Campbell and Red Lake Mines. It is accessible by an 8 km all
weather, gravel road from the town of Cochenour.
Rubicon has an option to earn a 100% interest in the McFinley
Property through two separate agreements made during 2002. The water covered
areas of the Property, held as 25 Licenses of Occupation and one Mining Lease,
were optioned from Dominion Goldfields Corporation (DGC) in January 2002. The
land portions of the Property, held as 16 Patented Claims, were optioned by
agreement in July 2002 and included mining rights of patent claims from Dominion
Goldfields Corporation (DGC) and also any surface rights held by DGC subsidiary
1519369 Ontario Ltd. Collectively, all of these titles are referred to as the
McFinley Property (the 'Property') and cover approximately 505.43 Ha. The
properties are contiguous, surveyed and in good standing. Rubicon has recently
secured some surface rights for the property through a public auction by the
Municipality of Red Lake.
The McFinley Property is underlain by a NNE-trending,
west-dipping belt of deformed and intermixed metasediments, basaltic volcanics
and ultramafic rocks which define the "East Bay Trend". The rocks are Archean in
age and part of the Balmer Sequence. A strong NNE trending structural fabric
through the area is considered part of the East Bay Deformation Zone (EBDZ)
which extends south into the Cochenour Willans mine area where it intersects the
NW ''Mine trend'' of Campbell and Red Lake Mines.
Extensive gold mineralization along the "Mine Trend" has been
exploited at the Campbell and Red Lake Mines (Reserves and Production - 24
M.Oz.Au). The past-producing Cochenour Mine (1.2 M.Oz.Au) is located at the
intersection of the "Mine Trend" with the "EBDZ". Mineralization is well
developed in several areas along the EBDZ and includes such deposits as McMarmac,
Chevron, Abino, McFinley and, recently, Placer-Wolfdens' GAZ Zone. The McKenzie
Island Mine also lies adjacent to the EBDZ near Cochenour. Mineralization within
these areas occurs in a variety of stratigraphic, structural and intrusive
environments.
Surface exploration on the McFinley Property commenced in the
1920's and continued intermittently up to 1980. Initial underground exploration
was conducted in 1956 on McFinley Peninsula and this area was the focus of
continued underground development work during the period 1982 -1989 by McFinley
Mines Limited. The 1982-1989 program of exploration included over 200,000 feet
of diamond drilling, the refurbishment of a 428-foot vertical shaft and
underground development on the 150-, 275- and 400-foot levels. Test stoping was
commenced and a test milling facility capable of processing 150 tons per day was
constructed. A bulk sampling operation was in progress on closure of the
operation in early 1989. Only limited tonnage was ever milled. Surface
stockpiles from underground mining development and test-stoping remain on site.
The mine workings are currently flooded; however, the head frame, hoist and camp
infrastructure remain in place.
The 1982-1989 Exploration Program resulted in the estimation
of an 'Inferred Mineral Resource' of 334,007 tons at a grade of 0.20 Au opt to a
depth of 400 feet (Hogg 43-101 Report, October, 2002). Deeper drilling
encountered similar mineralization with locally interesting gold grades to
depths of at least 1,700 feet below surface. The deeper area is considered an
area of geological and exploration interest. Additional auriferous
mineralization was encountered at the contact of, and within, the talc chlorite
schist in water-covered areas underlying the East Bay Trend in the vicinity of
the workings. These remained to be further explored upon closure of the mine.
Rubicon is undertaking an aggressive and ongoing exploration
program on the McFinley Property. Exploration during the period 2002-2004 (to
Mar 31s2004) has included 59,580 square feet of trenching and
stripping, 22,014.03 meters of surface diamond drilling, airborne geophysics,
ground magnetometer and seismic surveys, and much re-evaluation of previous
information. Selected holes from the over 60,000m of previously drilled core
have also been relogged. Rubicon has built a new core shack and storage area at
the site and has refurbished some of the infrastructure as required for the
ongoing property exploration programs.
A total of 89 diamond drill holes have been completed on the Property by
Rubicon during the four phases of diamond drilling:Phase 1: 1,909.1 meters
  (6,263.5 feet) in 14 holes in the immediate area of the Peninsula (Nov to Dec
  2002); 

- 98 -

---

Phase 2: 9,704.4 meters
  (32,708.5 feet) of winter drilling including 24 holes to test property-wide
  targets from the ice or Red Lake and a further 6 holes on the Peninsula. (Jan
  to Mar 2003);Phase 3: 3,058.0 meters
  (10,032.8 feet) in 10 holes for follow-up drilling on McFinley Peninsula (July
  to Sept 2004); andPhase 4: 7,342.53 metres
  (24,089.7 feet) of winter drilling involving 35 holes ice of Red Lake and from
  the northern tip of Mcfinley Island (Feb to March 2004) 

The historic gold mineralization on McFinley Peninsula and McFinley Island is
found in many diverse geological settings, including:Sulphidised and
  quartz-veined, Banded Iron Formation;Base metal-rich, breccias and
  quartz veins along D2-aged discrete shear zones (D-Zone Type);Arsenopyrite-quartz
  veins in C-Zone type mineralization at ultramafic contacts where D2 shears
  intersect the contact and develop apparent folds or shear duplex structures in
  areas of strong, lithologically-defined, competency contrasts,Disseminated arsenopyrite
  and/or silica replacement zones, cross-cutting stratigraphy; andSilicified and biotite
  altered zones in basalt. 

Property-wide exploration diamond drilling has also successfully identified
several new environments of auriferous mineralization during the Rubicon
programs, namely:Silicified zones in mafic
  volcanic rocks with 1-2% fine grained disseminated pyrrhotite;Narrow (mm scale) quartz and
  carbonate stingers with native gold and minor pyrite and/or pyrrhotite in
  mafic volcanic rocks. Located throughout the stratigraphy, these veins tend to
  be erratic in nature;Felsic intrusive and feldspar
  porphyry intrusive rocks within ultramafic rocks of the EBS (MAC3);D2 conjugate shear structures
  which crosscut the trend of the EBDZ (MAC4); andSheared biotized veined
  arsenopyrite-rich zones near the mafic/ultramafic contact with local native
  gold and trace base metals (Phoenix Gold Zone) 

The discovery of the new Phoenix Gold Zone at the north end of McFinley
Island in the winter of 2004 marks the most significant event to date in
Rubicon's ongoing evaluation of the property. The zone lies at the base of a
basaltic sequence near the intersection of a 340 degree striking structure and a
roll in the ultramafic contact. The zone is intensely sheared, veined and
biotized over thickness up to 40 metres and displays local visible gold, and
variable arsenopyrite, pyrrhotite, pyrite, sphalerite, chalcopyrite, and galena.
Gold grades are encouraging with nine of twenty-two holes drilled in the zone
returning >10 Au g/t over 1.0 m and individual highs reaching 15.5 Au g/t over
4.8m. The mineralization is demonstrating continuity as a series of lenses
dipping moderately to the west and plunging gently to the southwest. The
approximate dimensions of the Main PZ-1 zone are 5 metres thick, 75 metres
down-dip, and greater than 150 metres down-plunge. Several other parallel zones
have been intersected at depth and at the northern edge of the drill area and
the potential to expand these zones and identify others with additional drilling
is very high.
The setting and style of the Phoenix Zone bears a marked
resemblance to the high-grade zones present at the nearby Campbell and Red Lake
Mines. Further work is obviously needed to evaluate the strike and depth extent
of this zone and to also test for other analogs within the McFinley Property.
It is recommended that diamond drilling continue on the McFinley Property to
further evaluate the limits of the Phoenix Zone and to also explore for
additional parallel zones within the Footwall Basalt sequence. Provision is made
in the next phase of drilling for a total of 3,500 meters of drilling at an
estimated cost of $500,000. Drilling would be land-based from McFinley Island
and would commence at or near the end of May once the lake is clear of ice.
Approximate length of the program would be 6 weeks with one NQ diamond drill
core rig.
- 99 -

---



|        |                                                                          |    |     
|------- | ------------------------------------------------------------------------ | -- | ----
|2.0     | TABLE OF CONTENTS                                                        |    |     
|        |                                                                          |    | Page
|1.0     | Summary                                                                  |    | 2   
|        |                                                                          |    |     
|2.0     | Table of Contents                                                        |    | 5   
|        |                                                                          |    |     
|3.0     | Introduction and Terms of Reference                                      | 9 
|        |                                                                          |    |     
|4.0     | Disclaimer                                                               |    | 10  
|        |                                                                          |    |     
|5.0     | Property
    Description and Location                                    | 11
|5.1     | Location
    and Ownership                                               | 11
|5.1.1   | Obligations on Licenses of Occupation and Mining Lease                   | 11
|5.1.2   | Rubicon
    Obligations on Patented Claims                               | 11
|5.2     | Infrastructure                                                           |    | 14  
|5.3     | Environmental Liabilities                                                | 15
|        |                                                                          |    |     
|6.0     | Accessibility, Climate, Local Resources, Infrastructure and Physiography | 16
|        |                                                                          |    |     
|7.0     | History                                                                  |    | 17  
|7.1     | Ownership
    History of the McFinley Property                           | 17
|7.2     | Exploration History of the McFinley Property                             | 18
|7.3     | Expenditure History on the McFinley Property                             | 19
|7.4     | Resource
    History of the McFinley Property                            | 20
|        |                                                                          |    |     
|8.0     | Geological Setting                                                       |    | 22  
|8.1     | Regional Geology                                                         |    | 22  
|8.2     | Property Geology                                                         |    | .26 
|8.2.1   | Introduction                                                             |    | 26  
|8.2.2   | Stratigraphy                                                             |    | 26  
|8.2.2.1 | McFinley
    Peninsula Area                                              | 26
|8.2.2.2 | McFinley Island Area                                                     |    | 29  
|8.2.2.3 | East Bay
    and the East Bay Serpentinite (EBS)                         | 29
|8.2.3   | Structure                                                                |    | 29  
|8.2.3.1 | D1 Deformation                                                           |    | 29  
|8.2.3.2 | D2 Deformation                                                           |    | 29  
|8.2.3.3 | D3 Deformation                                                           |    | 30  
|8.2.4   | Alteration                                                               |    | 30  
|8.3     | Regional
    Metallogeny and Mineral Deposit Model                       | 31
|8.3.1   | Group 1
    Deposits (Mafic Volcanic Hosted)                             | 31
|8.3.2   | Group 2
    Deposits (Felsic Intrusive Hosted)                           | 31
|8.3.3   | Group 3
    Deposits (Stratabound)                                       | 31
|8.3.4   | Summary                                                                  |    | 32  
|8.4     | Mineralization on the McFinley Property                                  | 33
|8.4.1   | Banded
    Iron Formation (BIF) - Chert                                  | 33
|8.4.2   | Sulphide
    Breccia Veins                                               | 33
|8.4.3   | C-Zone Type                                                              |    | 33  
|8.4.4   | Disseminated Arsenopyrite Replacement Zones                              | 34
|8.4.5   | Sheared
    Biotite-Arsenopyrite Zones                                   | 34
|8.4.6   | Other Environments                                                       |    | 34  
|        |                                                                          |    |     
|9.0     | Exploration                                                              |    | 35  
|9.1     | Introduction                                                             |    | 35  
|9.2     | 2003
    Trench Mapping                                                  | 35
|9.2.1   | Introduction                                                             |    | 35  
|9.2.2   | Results                                                                  |    | 35  
|9.2.3   | Conclusions                                                              |    | 37  
|9.3     | 2003
    Spring Re-log Program                                           | 38
|9.3.1   | Introduction                                                             |    | 38  
|9.3.2   | Results                                                                  |    | 38  
|9.3.3   | Conclusions                                                              |    | 38  

- 100 -

---



|        |                                                                         |  |    
|------- | ----------------------------------------------------------------------- |  | ---
|9.4     | 2003 Fall Re-Log
    Program                                            |  | 39 
|9.4.1   | Introduction                                                            |  | 39 
|9.4.2   | Results                                                                 |  | 39 
|9.4.2.1 | A-Shear                                                                 |  | 39 
|9.4.2.2 | C-Shear                                                                 |  | 39 
|9.4.2.3 | D Vein Extension                                                        |  | 40 
|9.4.2.4 | Mac-1/UM Contac/Aspy
    Zones                                          |  | 40 
|9.4.3   | Conclusions                                                             |  | 40 
|9.5     | Comparison of ICP and
    WR Data                                       |  | 42 
|9.5.1   | Introduction                                                            |  | 42 
|9.5.2   | Results                                                                 |  | 42 
|9.5.3   | Conclusions                                                             |  | 42 
|        |                                                                         |  |    
|10.0    | 2003 Summer Diamond
    Drill Program                                   |  | 48 
|10.1    | Introduction                                                            |  | 48 
|10.2    | MAC-1 Area                                                              |  | 50 
|10.2.1  | Introduction                                                            |  | 50 
|10.2.2  | Results                                                                 |  | 50 
|10.3    | MAC-2 - C-Zone Target                                                   |  | 51 
|10.3.1  | Introduction                                                            |  | 51 
|10.3.2  | Results                                                                 |  | 51 
|10.4    | MAC-2 - M-90 Target                                                     |  | 52 
|10.4.1  | Introduction                                                            |  | 52 
|10.4.2  | Results                                                                 |  | 52 
|10.5    | MAC-2 - M-71 Target                                                     |  | 53 
|10.5.1  | Introduction                                                            |  | 53 
|10.5.2  | Results                                                                 |  | 53 
|10.6    | MAC-2 - U-798 Target                                                    |  | 54 
|10.6.1  | Introduction                                                            |  | 54 
|10.6.2  | Results                                                                 |  | 54 
|10.7    | Summary                                                                 |  | 55 
|        |                                                                         |  |    
|11.0    | 2004 Winter Diamond
    Drill Program                                   |  | 56 
|11.1    | Introduction                                                            |  | 56 
|11.2    | MAC-1 Area                                                              |  | 60 
|11.2.1  | Introduction                                                            |  | 60 
|11.2.2  | Results                                                                 |  | 60 
|11.3    | MAC-3 Area                                                              |  | 61 
|11.3.1  | Introduction                                                            |  | 61 
|11.3.2  | Results                                                                 |  | 61 
|11.4    | MAC-4 Area                                                              |  | 62 
|11.4.1  | Introduction                                                            |  | .62
|11.4.2  | Results                                                                 |  | 62 
|11.5    | Phoenix Zone                                                            |  | 63 
|11.5.1  | Introduction                                                            |  | 63 
|11.5.2  | Results                                                                 |  | 63 
|11.6    | Overall Summary                                                         |  | 64.
|        |                                                                         |  |    
|12.0    | Sampling Method and
    Approach                                        |  | 70 
|12.1    | Core Drilling and
    Logging                                           |  | 70 
|12.2    | Drill Core Sampling                                                     |  | 70 
|12.3    | Analysis for Gold                                                       |  | 70 
|        |                                                                         |  |    
|13.0    | Sample Preparation,
    Analyses and Security                           |  | 71 
|13.1    | Drill Core                                                              |  | 71 
|13.2    | Shipping                                                                |  | 71 
|13.3    | Assay Laboratory                                                        |  | 71 
|13.4    | Sample Preparation (ALS
    Chemex Laboratories in Thunder Bay, Ontario |  | 71 
|13.5    | Assay Procedure (ALS
    Chemex Laboratories in North Vancouver, B.C    |  | 71 
|        |                                                                         |  |    

- 101 -

---



|                      |                                                    |   
|--------------------- | -------------------------------------------------- | --
|14.0                  | Data Verification                                  | 72
|                      |                                                    |   
|15.0                  | Mineral Processing and
    Metallurgical Testing   | 72
|                      |                                                    |   
|16.0                  | Mineral Resource and
    Mineral Reserve Estimates | 72
|                      |                                                    |   
|17.0                  | Other Relevant Data
    and Information            | 72
|                      |                                                    |   
|18.0                  | Interpretation and
    Conclusions                 | 73
|                      |                                                    |   
|19.0                  | Recommendations                                    | 74
|                      |                                                    |   
|20.0                  | References                                         | 75
|                      |                                                    |   
|Certificate of Author | 77                                                
|Consent of
    Author | 77                                                



|                |                                                                     |                          
|--------------- | ------------------------------------------------------------------- | -------------------------
|List of Figures |                                                                     |                          
|                |                                                                     |                          
|Figure 5.1.1    | Property Location Map                                               | 12                       
|Figure 5.1.2    | Claim Map of Patented
    Mining Claims, Leases and Licenses of     | Occupation, McFinley Gold
|                | Property                                                            | 13                       
|Figure 5.2.1    | Mine Infrastructure,
    McFinley Peninsula                         | 14                       
|Figure 5.3.1    | View of Tailings Pond
    - looking Southwest                       | 15                       
|Figure 7.4.1    | 3D Prospective, 150
    and 400 Levels with mineralized zones       | 21                       
|Figure 8.1.1    | Geology of the Red
    Lake greenstone belt                         | 23                       
|Figure 8.1.2    | Gold Producers in the
    Red Lake gold camp                        | 24                       
|Figure 8.1.3    | D1 and D2 Regional
    Fabrics                                      | 25                       
|Figure 8.2.1    | General Geology,
    McFinley Property                              | 27                       
|Figure 8.2.2    | Cross Section A-B
    through the McFinley Peninsula                | 28                       
|Figure 8.3.1    | View of Campbell and
    Red Lake Mine Head frames                  | 32                       
|Figure 8.4.1    | Visible gold in quartz
    vein - DDH MF04-79                       | 34                       
|Figure 9.2.1    | 2003 Trench Locations
    - McFinley Peninsula                      | 35                       
|Figure 9.2.2    | Trench 7 - Geology and
    Gold Assays                              | 36                       
|Figure 9.2.3    | Trench 8 - Geology and
    Gold Assays                              | 37                       
|Figure 9.5.1    | WR Major Oxides vs.
    Calculated ICP Oxide Value - Al203          | 43                       
|Figure 9.5.2    | WR Major Oxides vs.
    Calculated ICP Oxide Value - K2O            | 43                       
|Figure 9.5.3    | WR Major Oxides vs.
    Calculated ICP Oxide Value - TiO2           | 44                       
|Figure 9.5.4    | WR Major Oxides vs.
    Calculated ICP Oxide Value - CaO            | 44                       
|Figure 9.5.5    | WR Major Oxides vs.
    Calculated ICP Oxide Value - Na2O           | 45                       
|Figure 9.5.6    | WR Major Oxides vs.
    Calculated ICP Oxide Value - MgO            | 45                       
|Figure 9.5.7    | WR Major Oxides vs.
    Calculated ICP Oxide Value - Fe2O3          | 46                       
|Figure 9.5.8    | Al2O3 vs. TiO2 plot
    for all McFinley Whole Rock Data            | 46                       
|Figure 9.5.9    | Al2O3 vs. TiO2 plot
    for all McFinley ICP samples                | 47                       
|Figure 9.5.10   | Al2O3 vs. TiO2 plot
    with whole rock data plotted on ICP data    | 47                       
|Figure 10.1.1   | McFinley Project -
    Plan Map of 2003 DDH with Property Geology   | 49                       
|Figure 11.1.1   | Drill Rig on the ice
    at the north end of McFinley Island        | 56                       
|Figure 11.1.2   | McFinley Project -
    Plan Map of 2004 DDH with Airborne Magnetics | 57                       
|Figure 11.1.3   | McFinley Project -
    Plan Map of 2004 DDH - South Half            | 58                       
|Figure 11.1.4   | McFinley Project -
    Plan Map pf 2004 DDH - North Half            | 59                       
|Figure 11.5.1   | McFinley Project -
    Phoenix Zone - Cross-Section 0+30S           | 65                       
|Figure 11.5.2   | McFinley Project -
    Phoenix Zone - Cross-Section 0+00N           | 66                       
|Figure 11.5.3   | McFinley Project -
    Phoenix Zone - Cross-Section 0+30N           | 67                       
|Figure 11.5.4   | McFinley Project -
    Phoenix Zone - Vertical Section A-B          | 68                       
|Figure 11.5.5   | McFinley Project -
    Vertical Section of Phoenix Zone PZ-1        | 69                       
|Figure 18.0.1   | 2004 Summer Diamond
    Drill Proposal                              | 74                       
|                |                                                                     |                          

- 102 -

---



|List of Tables     |                                                                      |    
|------------------ | -------------------------------------------------------------------- | ---
|                   |                                                                      |    
|Table 7.2.1        | Exploration History of
    the McFinley Property                     | 18 
|Table 7.3.1        | Expenditures 1982 -
    1989, McFinley Red Lake Mines Ltd            | 19 
|Table 7.4.1        | Inferred Resources,
    McFinley Peninsula                           | 20 
|Table 8.2.1        | Summary of
    Stratigraphy, McFinley Property                       | 26 
|Table 10.2.1       | Summary of DDH
    Locations - MAC-1 Area                            | 50 
|Table 10.3.1       | Summary of DDH
    Locations - C-Zone Target                         | 51 
|Table 10.4.1       | Summary of DDH
    Locations - M-90 Target                           | 52 
|Table 10.5.1       | Summary of DDH
    Locations - M-71 target                           | 53 
|Table 10.6.1       | Summary of DDH
    Locations - U-798 Target                          | 54 
|Table 11.2.1       | Summary of DDH
    locations - MAC-1 Area                            | 60 
|Table 11.3.1       | Summary of DDH
    Locations - MAC-3 Area                            | 61 
|Table 11.4.1       | Summary of DDH
    Locations - MAC-4 Area                            | 62 
|Table 11.5.1       | Summary of DDH
    Locations - Phoenix Zone                          | 63 
|                   |                                                                      |    
|List of Appendices |                                                                      |    
|                   |                                                                      |    
|Appendix 1         | List of Mining Lease,
    Licenses of Occupation and Patented Claims | 79 
|Appendix 2         | 2003 Summer Re-log
    Program - Summary of DDH Locations            | 81 
|Appendix 3         | 2003 Summer Re-log
    Program - Summary of Assay Values >1 Au g/t   | 82 
|Appendix 4         | 2003 Summer DD Program
    - Summary DDH Locations                   | 84 
|Appendix 5         | 2003 Summer DD Program
    - Summary of Assay Values >1 Au g/t       | 85 
|Appendix 6         | 2003 Fall Re-log
    Program - Summary of DDH Locations              | 89 
|Appendix 7         | 2003 Fall Re-log
    Program - Summary of Assay Values >1 Au g/t     | 90 
|Appendix 8         | 2004 Winter DD Program
    - Summary of DDH Locations                | 97 
|Appendix 9         | 2004 Winter DD Program
    - Summary of Assay Values >1 Au g/t       | 99 
|Appendix 10        | Sampling Protocol                                                    | 106
|Appendix 11        | Assay Methods and
    Detections - ALS ChemexLaboratories            | 107

- 103 -

---



3.0 Introduction and Terms of Reference

This report on the McFinley Property of Rubicon Minerals Corporation
(Rubicon) has been prepared by I. R. Cunningham-Dunlop, P. Eng., at the request
of Mr. Michael J. Gray, Vice-President Exploration. The report was commissioned
by Rubicon Minerals Corporation to comply with disclosure and reporting
requirements set forth in National Instrument 43-101, Companion Policy 43-101CP,
and Form 43 -101F1.

The McFinley Gold Property was optioned by Rubicon during
2002 from Dominion Goldfields Corporation ("DGC") and DGC subsidiary 1519369
Ontario Ltd. The property was most recently the subject of an underground
exploration and development program in the 1980's however was inactive during
1989 - 2002 due to litigation. Litigation was resolved by DGC in 2002. The
property now forms an important part of Rubicon's properties and activities in
the Red Lake area of Northwestern Ontario.

I. R. Cunningham-Dunlop is experienced in the Red Lake area
having worked underground at the Cochenour (Wilmar) Mine for Wilanour Resources
in 1985 and in surface exploration in the Birch-Uchi Greenstone Belt for Gold
Fields Canadian Mining Ltd. from 1986 to 1991. He has worked in his field of
expertise for 25 years and on gold exploration properties in Ontario, Quebec,
British Columbia., Nevada, Argentina and Australia. He has been actively
involved as Consulting Geologist to Rubicon on the McFinley property in a
technical capacity since October 2003 and has a thorough knowledge of the recent
work of Rubicon. He has the experience, background and personal knowledge to act
as an independent Qualified Person under NI43-101.

Considerable data is available on the McFinley Property in Rubicon files and
as readily available public documents. The public sources of relevant references
are listed in Section 20 to this report.

Gold values for work performed by Rubicon are reported as
grams per metric tonne ("g/t"). Historic gold values are presented as originally
reported and converted to g/t if required. A conversion factor of 34.28 is used
to convert ounces per short ton ("oz/ton") to g/t. Currency is reported as
Canadian dollars unless otherwise noted. All map coordinates are given as
Universal Transverse Mercator (UTM) Projection, North American Datum (NAD) 83,
Zone 15 coordinates.

4.0 Disclaimer

The author has relied on information provided by Rubicon
Minerals Corporation on the legal status of the property that forms the McFinley
Property. Effort was made to review the information provided for obvious errors
and omissions; however, the author shall not be held liable for any errors or
omissions relating to the legal status of claims described in this report.

The destruction of the complete record of the historical
documentation for the property due to fire at the site office in 2001 is noted.
A substantial amount of detailed data was lost. Rubicon has recovered a large
volume of this information and continues to make a concerted effort to secure
additional information which may be privately held. The author will not be held
liable for any errors or omissions relating to missing data.

The mineral resources quoted in this report were previously
reported in the Technical Report 43-101 dated May 12, 2003, prepared by Mr.
David M. Rigg, P.Geo and Mr. Glen Hogg, P.Eng. These resource estimates were
completed by the McFinley staff in 1986 and have been reported and discussed in
Hogg (May 2002) and Hogg (October 2002). The present author has reviewed the
information presented by Mr. Hogg in these various reports and concurs with his
conclusions regarding the 'inferred mineral resource' on the McFinley Property.

The author has taken considerable background information for
Sections 5.0 to 8.0 from the Technical Report 43-101 dated May 12, 2003,
prepared by Mr. David M. Rigg, P.Geo and Mr. Glen Hogg, P.Eng. This information
has been repeated again in this report for the sake of completeness and the
author wishes to acknowledge Mr. Rigg and Mr. Hogg for their diligence in
collating this information.

104

---

The author also wishes to thank Mr. Jack Der Weduwen for his
contribution in logging the majority of the drill holes in the 2003 Summer
Program, the 2004 Winter Program, and the various re-log programs, Larry
Poznikoff for the various figures and databases incorporated in this report, and
Raegan Birch for diligently typing in all the drill logs. The author also wishes
to thank David Adamson, J. Garfield MacVeigh, Michael Gray, Ian Russell, Darwin
Green, and Terry Bursey for providing additional information on the McFinley
Project and engaging in endless discussions on the Red Lake area.

5.0 Property Description and Location

5.1 Location and Ownership

The McFinley Property is located in the southwestern part of Bateman Township
within the Red Lake Mining Division of northwestern Ontario, Canada, Figure
5.1.1. The McFinley Shaft is located at 51

The various Licenses of Occupation, Mining Lease and Patents of the Property
are contiguous, surveyed and in good standing. Work permits are not required in
Ontario to perform the exploration work prescribed in this report.

Titles to the Licenses of Occupation, Mining Lease and
Patents are held by DGC and 1519369 Ontario Ltd. subject to the terms of the
agreements concluded with Rubicon. Historical details of each agreement are
described in Hogg, May 2002 and Hogg, Oct 2002. Property taxes related to the
surface parcels of some patented claims were written off by the Red Lake
Municipality in early 2002 and Rubicon recently purchased these surface parcels.
Rubicon has full right of access to all areas of the McFinley property under
contractual agreements and the Mining Law of Ontario.

5.1.1 Rubicon Obligations on Licenses of Occupation and Mining Lease

Rubicon optioned 25 licenses of occupation and one mineral
lease (Water Portion) in January 2002 from Dominion Goldfields Corporation ("DGC")
by agreeing to pay $800,000 (paid), issue 260,000 shares (issued) and complete
U.S. $1,300,000 of exploration prior to March 31, 2006. These claims are subject
to a NSR royalty of 2%, for which advance royalties of U.S. $50,000 are due
annually (to a maximum of U.S. $1,000,000 prior to commercial production).
Rubicon has the option to acquire a 0.5% NSR royalty for U.S. $675,000 at any
time. Upon a positive production decision the Company would be required to make
an additional advance royalty payment of U.S. $675,000, which would be
deductible from commercial production royalties as well as certain of the
maximum U.S. $1,000,000 in advance royalty payments described above.

5.1.2 Rubicon Obligations on Patented Claims

Rubicon purchased 16 patented claims (Land Portion) from DGC
in July 2002 for $500,000 ($425,000 paid as of December 31, 2002 and $75,000
paid prior to June 2003) and issue 500,000 shares (issued). The Company is also
to issue to the vendor 100,000 stock options (issued). The Land Claims are
subject to a NSR royalty of 2-3%, for which advance royalties of $75,000 are due
annually (to a maximum of $1,500,000 prior to commercial production). Rubicon
has the option to acquire a 0.5% NSR royalty for $1,000,000 at any time. Upon a
positive production decision Rubicon would be required to make an additional
advance royalty payment of $1,000,000, which would be deductible from commercial
production royalties as well as certain of the maximum $1,500,000 in advance
royalty payments described above.

105

---





106

---





107

---

5.2 InfrastructureA 3-compartment exploration shaft was developed on the
McFinley Peninsula in 1955 to a depth of 428 feet but abandoned in 1956. New
facilities including head frame, hoisting facilities, 150-tpd mill complex and
camp infrastructure were developed during a later program of underground
development and exploration during 1983 to 1988 (Figure 5.2.1).
Underground development was focused on the 150-, 275- and 400-foot elevations.
The workings were allowed to flood in 1989 after the onset of
legal disputes. Infrastructure was not placed on care and maintenance and
buildings suffered systematic vandalism during the period 1990 -2001,
culminating in the total destruction of the site office by fire in 2001. The
mill, hoist and head frame are intact and vandalism largely focused on breakable
items in the camp accommodation buildings. Rubicon has not evaluated the cost of
repair to, or replacement of, this infrastructure. A new core shack and secure
core storage building have been constructed and access to the site has been
restricted. Infrastructure and facilities are being repaired on an 'as needed'
basis according to the requirements of the on-going property program. Estimates
to reopen the underground development areas have been reviewed by AMEC, however
no immediate program of underground work is recommended at this time.
A tailings disposal area consistent with regulatory
requirements was constructed on McFinley Peninsula in 1988 in preparation for
the bulk-sampling program. The site chosen was an extensive topographic
depression lying immediately west of the shaft site on the McFinley peninsula,
and retaining dams were constructed to pond effluents prior their drainage to
the south into the waters of East Bay. The disposal area received a Certificate
of Approval in 1988. The termination of activities on the project in 1989, after
test-milling of an estimated 2500 tons of the bulk sample, resulted in minimal
use of this area.



108

---

5.3 Environmental LiabilitiesRubicon engaged URS Norcol Dames & Moore, an environmental
consulting firm, to prepare a preliminary report on the environmental aspects of
the McFinley Gold Property in 2002. No serious conditions or difficulties were
noted in the course of this study. Recommended effluent sampling and monitoring
procedures, a reporting schedule and other recommendations to conform to current
environmental regulations were being put in place in 2003.
The disposal area for underground water and minor test mill
tailings was constructed at the McFinley Property in accordance with
environmental regulations as set forth by the Government of Ontario in 1988 (Figure 5.3.1). The disposal area remains little used with mill throughput
limited to approximately 2500 tons. An estimated 6000+ tons of the previously
mined bulk-sample remains stockpiled on the site.
There are no deposits or reserved funds allocated or required for any deemed
liabilities.



109

---



Accessibility, Climate, Local Resources, Infrastructure and Physiography

The McFinley Property is an area of subdued topography of
less than 15 meters elevation above lake elevation. Land areas are largely
covered with spruce, poplar and birch trees with minor swamp. A portion of the
property is covered by the East Bay of Red Lake with McFinley Island, directly
to the north of McFinley Peninsula, representing the largest Island on the
property. The property is covered by 2 to 10 meters of glacial overburden with
bedrock outcrop mostly restricted to shoreline exposures. Lakes are relatively
shallow with water depths rarely greater than 5 to 15 meters. Recent seismic
surveys of lake areas indicate average accumulations of 10 to 20 meters of lake
sediments and overburden beneath lake bottom, with troughs up to 80 -100 meters
deep along the structural trend underlying East Bay.

Annual mean precipitation for the region is 640 millimeters
which includes mean average snowfall of 378 centimeters. Mean average
temperature is 0.9 degrees Celsius with mean winter temperatures (October to
April) of -9 degrees and mean summer temperatures of +14 degrees. Temperatures
can reach summer highs of 35 degrees and winter lows of -40 degrees. Weather
conditions allow drilling from the ice of Red Lake during January to early
April. Municipal winter snow clearance extends to the end of paved roads near
Cochenour and the site access road can be easily maintained by local road
contractors.

The McFinley Property is accessible via an eight-kilometer
gravel road from paved roads servicing the village of Cochenour and the
surrounding communities of Balmertown and Red Lake, Figure 5.1.1.
Situated on East Bay, the McFinley Property is also easily accessible via the
waters of Red Lake. The region is serviced by Highway 105 which connects with
TransCanada Highway #17 in Vermillion Bay. The area has daily scheduled Bus
Services and daily scheduled flights from Winnipeg, Kenora and Thunder Bay.

The Red Lake District has a long mining history and there are
currently two major mines in operation in Balmertown, Placer Dome's Campbell
Mine and Goldcorp's Red Lake Mine. The District can support year-round mineral
exploration and mining operations.

Electrical power on the McFinley Peninsula is currently supplied by diesel
generator. An electric power transmission line extends to the Abino Property of
Goldcorp which adjoins the Property to the south, a distance of about 2
kilometers from the McFinley shaft. Water is pumped from the nearby East Bay of
Red Lake and potable water is trucked to site.

7.0 Exploration History

The extensive history of the property has been described in
two previous reports: Hogg G.M. May 17, 2002 and Hogg G.M. October 15, 2002. The
''Property'' has been previously divided into land ('Patented Claims' of this
report, or 'McFinley Mine Property' of Hogg) and water titles ('Licenses of
Occupation and Mining Lease' of this report, or 'McFinley Property' of Hogg).
Both of these areas are now termed the McFinley 'Property'. A summary of
ownership, work, prior expenditures and Resources is herein provided.

7.1 Ownership History of the McFinley Property

The Property was initially staked and owned by McCallum Red
Lake Mines Ltd. in 1922. Ownership was registered in the name of McFinley Red
Lake Gold Mines Ltd. during the period 1944 to 1974. In 1974 Sabina Industries
Ltd. earned a 60% interest in the property. McFinley Red Lake gold Mines changed
name to McFinley Red Lake Mines Limited in 1975 and a plan of arrangement
between McFinley Red Lake Mines Limited and Sabina in 1983 transferred title to
McFinley Red Lake Mines Ltd. In 1984, the Property was Joint Ventured with
Phoenix Gold Mines Ltd. (42.9%) and Coniagas Mines Ltd. (7.1%). The Joint
Venture interest was subsequently repurchased in 1986 with financial backing
from Alexandra Mining Company (Bermuda) Ltd and McFinley Red Lake Mines Limited
continued underground exploration and development.

Financial difficulties experienced by McFinley Red Lake Mines
in 1989 led to a long period of dispute with creditors and ownership issues
between 1990 and 2001. Dominion Goldfields Corporation ("DGC") was awarded title
to the Licenses of Occupation and Mining Lease of the McFinley Property in 2001
through a vesting order from

110

---

the Superior Court of Ontario. DGC and a wholly owned
subsidiary 1519369 Ontario Ltd. were subsequently granted ownership of the
mining rights and surface rights respectively, to the McFinley Patents by a
vesting order by the Superior Court of Ontario in 2002. Rubicon Minerals
optioned the Property from DGC, and DGC and 1519369 Ontario Ltd., respectively,
in two agreements in 2002.7.2 Exploration History of McFinley Property

|Year    | Description of Work                                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------
|1922    | Original staking in 1922 undertaken to
    cover a high-grade silver occurrence on the McFinley peninsula, the     
|        | first mineral prospect of record in
    the Red Lake area. Trenching, sampling and shallow drilling was            
|        | undertaken by McCallum Red Lake Mines
    Ltd. Wide-spread but erratic gold mineralization was noted in            
|        | cherty metasediments on both McFinley
    Peninsula and McFinley Island.                                           
|        |                                                                                                                    
|1941-42 | Occurrences were drilled as part of
    the Wartime Minerals Evaluation program.                                   
|        |                                                                                                                    
|1944-46 | McFinley Red Lake Gold Mines Ltd.
    carried out ground magnetic surveys, a 48,548 foot drilling program          
|        | over the McFinley Peninsula, and a
    4,877 foot drilling program from the ice of Red Lake.                       
|        |                                                                                                                    
|1946-55 | Fourteen holes (M Series) were
    completed for a total of approximately 5,200 feet of diamond drilling.          
|        |                                                                                                                    
|        |                                                                                                                    
|1955-56 | Little Long Lac Gold Mines sank a
    428ft vertical shaft on claim KRL 246 and completed 1,358 feet of            
|        | exploratory underground development on
    two levels. Work terminated in 1956.                                    
|        |                                                                                                                    
|1974-75 | Sabina Enterprises completed 25
    diamond drill holes for approximately 10,000 feet of drilling on the 'Mine     
|        | Property'; ground magnetic and
    electromagnetic surveys and ten holes in approximately 2,410 feet of diamond    
|        | drilling over a portion of the lake
    properties.                                                                
|1981-83 | Sabina and McFinley Red Lake Mines
    completed a magnetic/electromagnetic geophysical survey over the            
|        | McFinley peninsula area, surface bulk
    sampling and 12,046 feet of surface diamond drilling in 33 holes.        
|        |                                                                                                                    
|1983-84 | McFinley Red Lake Mines Ltd. and
    Sabina Industries completed seven holes for a total of approximately          
|        | 2,120 feet of diamond drilling.                                                                                    
|        |                                                                                                                    
|1984-85 | An agreement with Pheonix Gold Mines
    Ltd. allowed the reopening of the McFinley shaft and completion of a      
|        | total of 1,570 feet of drifting and
    crosscutting on the 150' and 400' levels. Metallurgical work and mineral   
|        | processing was carried out. Eighty
    underground drill holes totaling 6,000 feet and sixty-nine surface holes    
|        | totaling 34,870 feet of diamond
    drilling were completed. Funding difficulties resulted in the project being    
|        | placed on temporary standby in
    February 1985.                                                                  
|        |                                                                                                                    
|1985-87 | 3,775 feet of drifting and
    crosscutting were carried out on the 150' and 400' levels. 23,333 feet of           
|        | underground drilling, 30 feet of
    raising and an extensive chip-sampling program were completed. A program      
|        | of 41,874 feet of diamond drilling was
    also completed in sixty-one surface holes.                              
|        |                                                                                                                    
|1987    | In recognition of a 'Nugget Effect' in
    sampling results, a decision was made to proceed with a minimum         
|to      | 15,000 ton bulk sample. A 150-tpd mill
    and tailings area was constructed. Underground development (9,482       
|1989    | feet) continued on 150' and 400'
    levels, a new 275' level and on a ventilation raise from the 400' level to    
|        | surface. Additional sampling, diamond
    drilling (28,642 feet), and metallurgical testing were completed. Bulk   
|        | sampling operations commenced in July
    1988 with sampling indicating head grades in the range of 0.25           
|        | oz.Au/ton from prepared stope areas.
    Mill design problems, lack of income from bulk sampling and lack of       
|        | exploration funding forced the closure
    of the operation after an estimated 2,500 tons milled. Total historical 
|        | development in drifting, crosscutting
    and raising is estimated to be over 19,000 feet. Total historical diamond
|        | drilling focused on the Peninsula area
    is estimated to be 148,000 feet from surface and 117,500 feet from      
|        | underground. An estimated 180,000 feet
    of core is stored on the property.                                      
|        |                                                                                                                    
|2001    | DGC foreclosed on the Licenses of
    Occupation and Mining Lease and was awarded title to Lake covered            
|to      | portion of the McFinley Property in
    2001. DGC and its subsidiary were subsequently awarded title to the        
|2002    | Patented Claims of the Property in
    2002.                                                                       
|        |                                                                                                                    
|2002    | Rubicon Minerals option the property
    during 2002 and undertake high-resolution airborne magnetometer,          
|to      | seismic and ground magnetometer
    geophysical surveys, trenching, and four phases of surface diamond drilling    
|2004    | of 1909.1m (6263.5 feet), 9,704.4m
    (32,708.5 feet), 3,058.0 m (10,032.1 feet), and 7,342.5 m (24,089.7 feet).  

111

---

Table 7.2.1 Exploration History of McFinley Property7.3 Expenditure History of the McFinley PropertyEstimates of early expenditures on the property have not been
determined. Expenditures on the property during 1982 to 1989 totaled
approximately $18,675,150. The bulks of these expenditures were focused
on the area of McFinley peninsula and are itemized in Table 7.3.1.

|                                                |           
|----------------------------------------------- | ----------
|                                                | C$        
|Mining Equipment & Camp at cost                 | 1,518,000 
|Bulk Sample Plant                               | 3,372,450 
|Road Construction                               | 300,000   
|Tailing Disposal Area                           | 250,000   
|Power line Preparation                          | 76,000    
|Effective Exploration and Development
    Costs | 13,158,700
|Total                                           | 18,675,150

Table 7.3.1: Expenditures 1982 - 1989, McFinley Red Lake Mines Ltd. (Hogg,
Oct 2002)

7.4 Resource History of the McFinley Property

All resource estimates refer to the shaft area on McFinley
Peninsula where underground exploration and development and extensive sampling
were carried out. The most reliable mineral resource estimate was completed by
the McFinley staff in 1986 and has been reported and discussed in Hogg (May
2002) and Hogg (October 2002). The 1986 resource estimate was developed using
underground sampling results augmented with closely spaced drill hole data where
openings for sampling were not available. Standard methods of resource block
development were employed to a depth of 400 feet, and an in-place grade
calculated on the basis of sampling information. The location of mineralized
zones is shown in Figure 7.4.1. The 1986 resource estimate is presented
in Table 7.4.1.

|Location           | Zone          | Tons    | Grade (oz. Au/ton)
|------------------ | ------------- | ------- | ------------------
|North Shaft Area   | FWC-3         | 3,875   | 0.50              
|"                  | C Zone        | 10,520  | 0.87              
|South Shaft Area   | FWC-1 &
    2 | 30,600  | 0.24              
|"                  | C-2           | 128,700 | 0.11              
|"                  | C-3           | 36,562  | 0.19              
|"                  | WL Zone       | 10,500  | 0.49              
|"                  | 403 Zone      | 5,000   | 0.80              
|"                  | BX Zone       | 2,000   | 0.84              
|"                  | D Zone        | 106,250 | 0.15              
|Total Estimated    |               |         |                   
|Undiluted Resource |               | 334,007 | 0.20              

Table 7.4.1 Inferred Resources, McFinley Peninsula (Hogg. Oct 2002)

Under the standards of reserve and reserve definition set
forth by National Instrument 43-101 it is Hogg's opinion that this may be
classed as an

112

---

however the erratic nature of the gold mineralization in the
various mineralized zones exposed in the underground workings clearly indicates
a strong "nugget effect" on sampling and assaying results. The planned program
of bulk sampling designed and implemented in order to better assess the economic
viability of the mineralized system by McFinley Red Lake Mines, remains
incomplete. The degree of confidence in indicated assay values does not allow
consideration of the resource on an economic basis.
Diamond drilling below 400 feet in 1986 led to encouraging
results at depth across the Peninsula. On the basis of results from these holes,
the resource estimate at McFinley, as estimated by the McFinley staff in 1986,
was increased to 890,000 tons at an in-situ grade of 0.19 oz.Au/ton. Continued
drilling in 1987 - 1988 ultimately tested the mineralized system to a depth of
about 1,700 feet below surface in the shaft area. Deeper holes of these programs
were widely spaced and the zonal dimensions and continuity below the 400-level
were not established to the degree necessary to be considered in a resource
category to meet the standards set forth in NI 43-101. The deeper area should be
considered an area of geological and exploration interest.
Lakefield Research performed metallurgical test work during
the mid-1980's. Bulk sampling operations were carried out during 1985 to 1989 by
McFinley Red Lake Mines at their facilities developed on the Property.
Operations of McFinley Red Lake Mines were guided by a reputable and experienced
consulting engineer, C. Lendrum, P.Eng. Rubicon continues to recover historical
information with respect to this work and no additional metallurgical test work
has been undertaken.
113

---





114

---



8.0 Geological Setting

8.1 Regional Geology

The McFinley Property is underlain by rocks of the Archean
Red Lake greenstone belt, part of the Uchi Subprovince, Superior Province,
Canadian Shield. Many previous workers including Horwood (1945), Pirie (1981),
Andrews and Wallace (1983), Hugon et.al. (1986) and Sanborne-Barrie et.al.
(2001) have described the geology of the area. The summary below is summarized
from the Technical Report on the Red Lake Joint Venture Property of Rubicon
Minerals (Green, 2002) and updated with respect to the McFinley property.

The Red Lake greenstone belt (RLGB) is an accumulation of
Archean-age metavolcanic, meta-sedimentary and intrusive rocks that record a
volcanic history that spans 300 Ma, and is represented by seven
volcano-sedimentary assemblages (Figure 8.1.1., Sanborn-Barrie et al., 2001).
The McFinley property lies in the lowermost Balmer assemblage. The Balmer
assemblage consists of tholeiitic and komatiitic flows and ultramafic intrusive
rocks intercalated with 2.98 - 2.96 billion year old (Ga) felsic volcanic,
clastic, and chemical sedimentary rocks. It is host to largest of the Red Lake
District current and past-producing gold mines. Six successive, younger
stratigraphic assemblages have been documented:

- 





Felsic plutons that are synvolcanic with Confederation
volcanic rocks intrude all the major assemblages. The weakly to moderately
foliated Dome stock (2.72 Ga.), which occupies the core of RLGB, provides a
minimum age for timing of the last penetrative deformation event (Corfu and
Andrews, 1987; Sanborn-Barrie et al., 2000). The Felsic Intrusion on the Abino
property to the south of McFinley also records a date of 2.72 Ga. Post-tectonic
batholiths were intruded along the margins of the RLGB ca 2.70 Ga.

Regional metamorphism varies from greenschist grade in the core of the RLGB
to amphibolite grade near batholith margins. Polyphase deformation of the RLGB
involved an early non-penetrative deformation (D0), which uplifted
pre-Confederation and Huston age rocks, and at least two episodes of
post-Confederation deformation (D1 and D2), reflected in folds and fabrics of
low to moderate finite strain (Sanborn-Barrie et al., 2000). Overall, strain in
the RLGB is low, but local high strain zones do occur, typically in areas of
strong alteration with locally associated gold mineralization. Previous workers
identified five major shear or deformation zones within which major gold
deposits of the camp occur (Figure 8.1.2). Recent work (Sanborn-Barrie et
al., 2000) has questioned the validity and usefulness of the deformation zone
concept in the camp.

The "East Bay Trend" can be traced to the southwest to the Cochenour Willans
mine area where it meets the north-northwest trending ''Mine Trend" of the
GoldCorp-Campbell-Cochenour Mines. The East Bay Deformation Zone (EBDZ)
constitutes a continuous and highly disturbed "break" or ''structural domain''.
Very significant changes occur in structural fabrics across the EBDZ (Figure
8.1.3) while within the EBDZ fabrics are dominantly NNE trending
representative of fabric development during both D1 and D2. The EBDZ trend may
have also influenced early basin development (D0) in the RLGB.

115

---





116

---





Figure 8.1.2 Gold producers in the Red Lake gold camp, with
areas of highly altered rocks and deformation zones denoted (from Andrew et al.,
1986). 
Note that Goldcorp's Red Lake mine was formerly the A.W. White mine indicated on
this map.

|117
|---

---





Figure 8.1.3: D1 and D2 Regional Fabrics
(M. Sanborn-Barrie and T. Skulski, GSC, western Superior NATMAP program 1997-
2002).

|118
|---

---

8.2         Property Geology8.2.1         IntroductionThe McFinley Gold Property lies along a NNE-trending belt of
highly disturbed intermixed metasediments, basaltic volcanics and ultramafic
rocks of the Balmer assemblage (Figures 8.2.1 and 8.2.2). Details of
stratigraphy within this 'East Bay Trend' are given below.
8.2.2         Stratigraphy
8.2.2.1      McFinley Peninsula Area
The stratigraphy through the area of the McFinley Peninsula
consists of several defined stratigraphic units shown in Table 8.2.1
below (as set out in Rigg & Hogg 2003). The McFinley Sequence (MS) and the
Footwall Basalt Sequence (FBS) represent the two sub-belts of the peninsula area
of Hogg (Oct 2002) and are approximately 200 and 200 to 400 feet thick,
respectively. Stratigraphy on the Peninsula area strikes approx. N 45o E and
dips 50o to 70o NW and faces towards the northwest.
The MS has been the major focus of prior underground
exploration and development on McFinley Peninsula and hosts at least five
distinct horizons of chert-magnetite (silica-oxide facies) banded iron formation
(BIF), termed C1 to C5, from footwall to hanging wall, in the MS (Figure 7.4).
The Hanging-Wall BIF, to the west, and the Footwall BIF ('C1- Chert' ) to the
east, define the limits of the MS.
The MS is underlain by the more massive and extensive
Footwall Basalt Sequence (FBS) which extends eastward to the talc-carbonate
altered ultramafic rocks of the East Bay Serpentinite (EBS). The EBS-FWB contact
dips shallowly 45 to 55 to the NW. This contact is transgressive to the trend of
the FWB and lies in very close proximity to the MS along the northern part of
the McFinley Peninsula.
The MS is overlain to the west by three distinctive sequences of
metavolcanics and metasediments, the Komatiite Sequence (KS), the Central Basalt
Sequence (CBS) and the West Peninsula Sequence (WPS). The McFinley Sequence is a
locus for several Diorite, Feldspar Porphyry (FP) and Quart-Feldspar Porphyry (QFP)
dykes which trend subparallel to the overall trend of the Sequence. The MS is
interpreted to be a strain corridor through the area and is a focus for
auriferous mineralization.

West Peninsula Sequence
      -
      Pillowed to Massive Basalts
      with BIF, graphitic BIF and Chert, banded silty to arenaceous(WPS)
      
      sediment/ episediments and
      significant (syngentic?) py/po.Central Basalt Sequence
      -
      Pillowed and massive
      tholeiitic basalts with flow top breccia(CBS)
      -
      occasional BIF and (graphitic)
      argilliteKomatiite Sequence
      -
      Massive, minifex and columnar
      jointed Basaltic Komatiite(KS)
      -
      Bounded by 'HW BIF' to the
      east and by 'Main BIF' to the west.-
      BIF possible in central part
      of SequenceMcFinley Sequence
      -
      Bounded to the west by 'HW BIF'
      and to the east by the FW BIF.(MS)
      -
      At least 5 horizons of
      silica/oxide (/carb.) facies BIF within pillowed and amygdaloidal basalt.Footwall Basalt Sequence
      -
      Pillowed to massive,
      amygdaloidal basalts(FBS)East Bay Serpentinite
      -
      Extrusive and intrusive
      Ultramafic and Basaltic rocks.(EBS)


Table 8.2.1 Summary of Stratigraphy, McFinley Property

|119
|---

---





Figure 8.2.1 General Geology, McFinley Property.

|120
|---

---





Figure 8.2.2 Cross-section A-B through the McFinley Peninsula
in the area of the underground workings north of the shaft

|121
|---

---

8.2.2.2      McFinley Island AreaMcFinley Island is largely underlain by a thick, 800-foot
wide, sequence of pillowed to massive amygdaloidal basalts. These lie to the
west of the East Bay Serpentinite, which lies outboard of the Island under the
waters of East Bay. The McFinley Island Sequence (MIS) occurs along the western
side of the island and consists of a distinctive sequence of up to five BIF
units lying within pillowed and amygdaloidal basalts. The MIS is intruded by
several Diorite and QFP dykes. Stratigraphy of the MIS strikes approx. N40o E
and dips 50o to 65o NW. Pillowed mafic volcanic and ultramafic rocks lie
stratigraphically above the MIS to the west.
There are very strong similarities between stratigraphy
across McFinley Island and the stratigraphy of McFinley Peninsula. Regionally,
BIF's are also known to outcrop on the Abino and MacMarmac properties along the
trend of the EBDZ to the south and in several areas in prior work by other
workers to the north. It is unclear if these units are intermittent within the
stratigraphy in the area, or structurally attenuated due to the EBDZ.8.2.2.3      East Bay and the East Bay Serpentinite
(EBS)The ultramafic rocks of the East Bay Sequence (EBS) form a
magnetically distinctive belt from 1,500 to 2,000 feet in width along the length
of the property. The EBS strikes in a NNE direction and dips 45 to 70 degrees to
the NW. Water-covered and known previously only on the basis of a few drill
holes and geophysical data, it consists of ultramafic horizons separated by a
dominantly volcanic belt which contains variable amounts of felsic- and
granodioritic- intrusive rocks. Ultramafic rocks are variably altered
(carbonate, talc, serpentine, fuchsite) and locally strongly sheared and
deformed. Original spinifex and flow top breccia textures are often preserved
and there is convincing evidence that extrusive as well as intrusive ultramafic
rocks are present. The EBDZ is wider than the EBS and contains many discrete,
trend-parallel faults and shear zones.8.2.3         StructureAt least three stages of deformation have been recognized and
have been termed: D1, D2 and D3. D1 and D2 are associated with penetrative
cleavages (S1 and S2) whereas D3 is associated with late brittle faulting, best
characterized by the Shaft Fault and associated faulting in the McFinley Shaft
area (Rigg and Hogg, 2003; Hogg, Oct 2002).8.2.3.1      D1 DeformationD1 deformation is dominated by a moderate to strong foliation
trending subparallel bedding (S0). S1 foliation is defined by chlorite and
biotite within the pillowed to amygdaloidal basalts as a penetrative to spaced
cleavage. Ankerite-quartz veining is relatively widespread and forms a common
background network of transposed veins.8.2.3.2      D2 DeformationD2 Deformation is dominated by shearing along the EBDZ.
Discrete shears are most visibly represented as discrete
Qtz-Aspy-Sphalerite-Galena breccia veins in mafic volcanic rocks and cutting BIF,
or, as faults within the Ultramafic rocks of the EBS. On McFinley Peninsula, the
main D Vein and its' lateral extension to the north of the Shaft fault (termed:
B Vein) (Figure 8.2.2; D Zone of Figure 7.4) demonstrate excellent lateral and
vertical continuity. D2 shears trend to the NE at a low angle to stratigraphy
(10 to 15 degrees) and dip more steeply than stratigraphy. The movement along D2
shears is dominantly reverse/sinistral in sense.
A well developed S2-shear fabric commonly overprints the S1
cleavage and generates anastamosing cleavage domains. S2 trends to the NE,
subparallel to S1, but dips sub-vertically to very steeply to the west, more
steeply than the D Zone-type shear/breccia veins. The fabric is axial planar to
several apparent 'roll' structures in the Peninsula area and Qtz-Aspy veining (C
Zone) is locally developed along this fabric.8.2.3.3      D3 DeformationA conjugate set of late brittle faults transect the property.
These are commonly developed as relatively inconsequential minor faults, seams
and fractures. Intense D3 fault corridors are developed however with some
corridors up to 200 feet wide, best typified by the E-W trending 'Shaft Fault'.8.2.4         Alteration
122Hydrothermal alteration consists of Fe-carbonate, potassium
addition, silicification, magnetite destruction and talc. Fe-carbonate
replacement and veining, predominantly within mafic and ultramafic rocks, is the
most widespread and pervasive alteration and is commonly associated with
elevated to highly anomalous arsenic and antimony. Potassium addition is
manifest as fuchsite (Chrome-rich muscovite) and biotite in mafic and ultramafic
rocks, and as sericite (very fine grained muscovite) in felsic rocks.
Silicification consists of veining, and as pervasive replacements. Magnetite
destruction is most evident in BIFs and is commonly associated with Fe-carbonate
alteration and sulphidization.
Fe-carbonate, potassium addition, and silicification are all
indicative of hydrothermal fluid transport, and are important vectors to gold
mineralization. Zones of magnetite destruction, identified from detailed
magnetic surveys, are important indicators of potential gold bearing structures.8.3        Regional Metallogeny and
Mineral Deposit ModelThe Red Lake greenstone belt is one of the most prolific and
highest-grade gold camps in Canada. Historical production has been more than 19
million ounces of gold. The majority of production has come from four mines,
Campbell (>10 million ounces), Red Lake (>3 million ounces), Cochenour-Willans
(1.2 million ounces), and Madsen (2.4 million ounces). Ten smaller mines have
also contributed a combined production of 1.5 million ounces (Figure 8.1.2;
Andrews et al., 1986; Dube et al., 2001).
The Red Lake gold camp has been the recipient of renewed
interest from exploration, investment and scientific research communities due to
the recent discovery by Goldcorp Inc. of the High-Grade Zone at the Red Lake
mine. With reserves of 3.8 million ounces of gold at an average grade of 2.05
ounces of gold per ton (70.27 g/t), this one the highest grade ore bodies in the
world (Goldcorp press release, February 7, 2002).
The majority of gold occurrences, and all of the four major
gold deposits, are located in the central and eastern half of the RLGB and are
hosted by Balmer assemblage rocks at or near to the angular unconformity with
overlying Huston and Confederation assemblage rocks. Intra-belt felsic plutons
and quartz porphyry dykes are also important hosts for gold mineralization, and
account for production at the McKenzie, Gold Eagle, Gold Shore, Howey, and
Hasaga mines.
The gold deposits of the RLGB are somewhat atypical of Archean, greenstone,
shear-zone-hosted vein-type deposits (Sanborn-Barrie et al., 2000), and are
classified into three groups by Pirie (1982) according to their stratigraphic or
lithologic associations.
8.3.1         Group 1 Deposits (Mafic
Volcanic hosted)

These occur within zones of alteration several square kilometers in extent,
typified by CO2 addition (forming Fe-carbonates) and Na2O, CaO, and MgO
depletion (Pirie, 1982; Andrews et al., 1986). On a more local scale, SiO2 and
K2O addition forms alteration assemblages consisting of quartz, biotite,
fuchsite (Chrome-rich muscovite), and sericite. It is commonly associated with
elevated As and Sb. Gold mineralization in Group 1 deposits occurs in
quartz-carbonate veins, quartz veins, sulphide lenses, stringers and
disseminations, and in impregnations in vein wall rock. Most of the high-grade
mineralization comes from quartz +/-arsenopyrite replacement of early (barren),
banded carbonate veins (Horwood, 1945; Dube et al. 2002), which typically are
very small targets in plan, but are remarkably continuous down plunge. The High
Grade Zone at the Red Lake Mine, for example, occurs as several discrete ore
bodies a few meters wide by a few 10s of meters long that all occur within a
small area (100 m x 150 m), but are known to have a vertical extent of at least
1400 m (Dube et al., 2001). Tholeiitic basalt, basaltic-komatiite, and
iron-formation are the dominant host rocks.
An empirical relationship exists between ultramafic rocks and
gold mineralization, with the majority of gold mineralization at
Cochenour-Willans, Campbell, and Red Lake mines occurring within a few hundred
meters of ultramafic bodies. Dube and others (2001) suggest that competency
contrast between basalt and ultramafic units during folding is important in the
formation of extensional carbonate veins in hinge zones, which are then later
replaced by gold-rich siliceous fluids.1238.3.2         Group 2 Deposits (Felsic
Intrusive Hosted)The majority of Group 2 deposits occur as shallow to steeply
dipping, sulphide-poor, quartz veins and lenses hosted in sheared diorite and
granodiorite of the Dome and McKenzie stocks, and as quartz vein stockwork in
quartz porphyry dykes and small felsic plugs. The largest of this type of
deposit, the McKenzie mine, produced over 650,000 ounces of gold (Andrews et
al., 1986).8.3.3         Group 3 Deposits (Stratabound)Group 3 deposits are only known to occur in the southern part
of the RLGB and include the ore zones at the Madsen and Starratt-Olsen mines.
Ore is of disseminated replacement style, located at the deformed unconformity
between Balmer and Confederation assemblages. Gold mineralization is hosted by
mafic volcaniclastic rocks and basalt flows, and consists of heavily
disseminated sulphide within a potassic alteration zone, which grades outward
into an aluminous, sodium depleted zone (Dube et al., 2000).8.3.4         SummaryThe McFinley Property has the potential to host gold deposits
associated with two of the three Groups given its proximity to the Campbell and
Red Lake Mines(Figure 8.3.1)and its setting within the
East Bay Deformation Zoneand favorable Balmer formation
mafic and ultramafic rocks. Group 1 type deposits are of particular interest
because of their high-grade and large size and because of the documented
occurrence of broad zones of alteration in areas of high strain and known
ultramafic rocks. Additional potential exists to host Group 2 deposits, with
gold-mineralization documented in felsic to intermediate intrusive rocks.

On the Abino property to the south, two granodiorite-hosted
auriferous zones are known to occur. The northernmost of these extends to within
a few hundred feet of the McFinley Property. The Abino deposit is described as a
stockwork of veining within granodiorite which contains erratic concentrations
of native gold. Historical estimates from work reports in the 1980's suggest
mineralization extends to at least 1,000 feet below surface. More recent
drilling has confirmed its extension to the north, within a few hundred feet of
the McFinley Gold Project property boundary, and has reported values as high as
18.11 Au opt over a core length of 2.0 feet from this zone.

|124
|---

---





8.3.1 View of Campbell Mine and Red Lake Mine Head frames from
the McFinley Property. 
(looking southwest)

8.4        Mineralization on the McFinley
Property

Numerous types of auriferous mineralization have been the focus of
exploration and mining development on McFinley Peninsula.

8.4.1         Banded Iron Formation (BIF)
- Chert

The BIF and chert horizons within the MS and MIS have
received significant attention since the 1940's. They provide potential for
narrow, sheet-like auriferous zones. The detailed underground investigation of
the McFinley Peninsula demonstrates that within these sheets, higher grade zones
occur. These plunge shallowly at 30 to 45 degrees to the southwest.

In the vicinity of the underground workings and on McFinley
Island, mineralized BIFs contain variable amounts of pyrite and lesser amounts
of chalcopyrite, sphalerite and arsenopyrite. Gold occurs in native form
associated with sulphides and in fractures and minor veining, and is highly
erratic in distribution. Higher grade areas within the BIFs form lenticular
bodies which exhibit good vertical continuity and may extend over lengths of 200
feet or more. Normal zonal widths are in the range of 5 to 10 feet.

|125
|---

---



Auriferous mineralization is of several types and is due to a
combination of sulphidization of BIF and brittle fracturing of the BIF during D2
shearing. Two sets of brittle fractures have been demonstrated with often
spectacular visible gold developed in veins and fractures within competent
units.

Mineralization is best developed within the lowermost
stratigraphic BIF horizon, termed the 'Footwall BIF' within the MS and MIS.
Within the MS, this has been termed the C1-Chert Zone in historical plans.
Mineralization also occurs within the C2 and C3 units and has been intersected
within all five horizons. There is a strong association between well mineralised
BIF and sulphide breccia veins.

8.4.2         Sulphide Breccia Veins

The D Vein in the underground workings on McFinley peninsula
is the best single example of a mineralised D2 Shear currently known on the
property. The D Vein has a strike length of several thousand feet and is
developed from surface to the depth of current drilling, over 1700 vertical
feet. The vein varies from 0.5 feet to several feet in thickness and is
characterised by several stages of sulphide-rich infilling. The vein typically
contains cataclastic, rounded fragments of quartz and qtz-aspy-vein material
cemented by various sphalerite-aspy-galena-py-po phases. Displacement across the
D Vein is estimated at a minimum of 300 feet. The vein displaces and repeats BIF
horizons within the MS.

Additional sulphide breccia veins, D2 sulphide-qtz veins, and
sulphide-rich D2 shears occur throughout the stratigraphy of the McFinley
Property. The major shears in the McFinley Peninsula area have been termed the D
Shear, C Shear and A shear and are spaced approximately 200 to 300 feet apart.



'C Zone' mineralization occurs on the northern part of McFinley Peninsula and is located in a
'roll' of the Ultramafic EBS contact
beneath the MS. Mineralization plunges 25 to 35 degrees to the SW from the 150
level to the 400 foot level where it is displaced by the shaft fault. High grade
auriferous mineralization is located

- Within qtz-aspy
  veins developed along the D2 fabric within mafic volcanics (FWS). Veining is
  multiple, attains widths of about 5 feet, and may extend over horizontal
  lengths of 100 to 200 feet., and,
- 

The 'roll' structure is developed in response to the
intersection of a major D2 shear with the ultramafic contact. Competency
differences between the underlying Ultramafic and overlying mafic volcanic rocks
controls the character and environment of mineralization. 'C Zone' type
mineralization may be developed extensively along the Peninsula at all
intersections between the D, C and A shears and the nearby EBS ultramafic
contact.

There is very good potential for similar mineralization in
many areas across the property where numerous D2 Shear structures, associated
with the EBDZ and D2 deformation, cross stratigraphic or intrusive contacts and
where rocks of varying competency contrasts are juxtaposed. 'Roll' - type
structures with axial planar S2-shear fabrics are developed in at least four
areas in the area of the underground workings and at several stratigraphic
contacts within the KOM-MS-FWS stratigraphy.

8.4.4         Disseminated
Arsenopyrite Replacement Zones

Within the McFinley Peninsula, a distinct zone of intense
arsenopyrite replacement and silicification has been identified. The zone is 20
to 40 feet thick and, to date, returns only low grade gold values. The
similarity between this style of mineralization and mineralization at the
producing mines is very strong. On Mine sections the zone is sub horizontal to
shallowly dipping to the southeast, plunges at a low angle to the south west,
and cross cuts stratigraphy of the MS at a high angle.

Mineralization of this type has been reported from south of McFinley Island
to McFinley Peninsula, and below the 400-foot level south of the Shaft fault.

8.4.5         Sheared
Biotite-Arsenopyrite Zones

|126
|---

---



A new style of mineralization was encountered north of
McFinley Island during the 2004 winter drill campaign. This style is
characterized by broad zones of shearing and intense biotization (up to 40
metres) accompanied by complex quartz-carbonate-chlorite veins to 1.5 metres,
2-10% fine needle arsenopyrite, local pyrrhotite, galena, sphalerite, and
chalcopyrite and trace visible gold within the veins

8.4.6     Other Environments

Gold mineralization occurs in a variety of rock types and
configurations. In general it can be observed to commonly lie within a few
hundred feet of ultramafic contacts, within D

- 



Figure 8.4.1 Visible gold in quartz vein - DDH MF04-79.

9.0        
Exploration

9.1         Introduction

A variety of surface exploration programs were carried out
during 2003 to in order to gain a better understanding of: a) the stratigraphy
of the McFinley Peninsula area; and b) the controls on the auriferous
mineralization. To this end, the two unmapped trenches from 2002 were mapped and
sampled, an extensive re-log program of historic holes was carried out in
June-July and October-November, and a comparison of ICP versus whole rock data
was completed to order to assess the viability of using the extensive McFinley
ICP database for rock discrimination.

9.2         2003 Trench Mapping

9.2.1          Introduction

A large program of mechanical trenching was undertaken during
August - October 2002. Trenches were excavated up to 20 feet wide in areas of
shallow overburden using a mechanical excavator. Exposed bedrock was washed with
a wajax pressure pump. Exposed outcrop was mapped for lithology, structural data
and mineralization and

|127
|---

---



subsequently channel sampled. The trenching program extended
into early winter conditions and mapping and sampling of the last two trenches,
Trenches 7 and 8, on McFinley Peninsula was postponed until 2003

9.2.2

In June 2003, Trench 7 on the northern end of the McFinley
Peninsula was mapped and sampled



Figure 9.2.1 2003 Trench Locations - McFinley Peninsula

|128
|---

---

Figure 9.2.2 Trench 7 - Geology and Gold Assays

|128
|---

---







Figure 9.2.3 - Trench 8 - Geology and Gold Assays

Mapping of Trench 8 was also completed during the month of June. This trench
is located immediately south of the new Rubicon core shack and provides one of
the best exposures of the 'D' Vein on surface (Figure 9.2.3).

9.2.3         Conclusions

A significant volume of structural data was gathered during
the mapping of these trench areas along with a greater understanding of the
McFinley stratigraphic sequence. These results have been incorporated into
Section 8.0 of this report.

9.3         2003 Spring Re-log
Program

|130
|---

---



9.3.1         Introduction

A program of re-logging old underground and surface drill
core was carried out between in mid-June and mid-July 2003. A total of 40
underground and surface holes were examined in order obtain data on the precise
location of the mafic/ultramafic contact, intersections of the Mac-1 fault zone
and information on the northern extension of the 'C-shear. A total of 19 holes
were sampled and these hole locations along with >1.0 Au g/t assay values can be
found in Appendix 2 and Appendix 3 respectively. Assay certificates are
available on file at the Head Office of Rubicon Minerals Corporation, Vancouver.

9.3.2         Results

Adjacent to the north shaft fault along section 101+50N, a
series of five closely spaced drill holes (U-528 to U-532) were examined. Three
of these drill holes had returned significant gold intersections of 0.238 oz/ton
over 3.8 feet (U-528), 5.612 oz/ton over 2.6 feet (U-529) and 0.133 oz/ton over
1.2 feet (U-530) over a strike length of approximately 30 feet. All five drill
holes intersected an altered green carbonate-chlorite-quartz unit, interpreted
to be part of the C-Zone. The three drill holes that returned the significant
gold values intersected a siliceous dyke or vein associated with a fault or
shear zone within the carbonate-chlorite-quartz unit. The siliceous dyke or vein
carries up to 40% sphalerite, chalcopyrite, galena, pyrite and pyrrhotite. No
visible gold was noted. The up-dip and down-dip extent of this zone is unknown.

An additional fifteen underground holes were examined to the
north of the above described five holes, which were drilled primarily to test
for the northern extension of the C-Zone at and down dip of the 400 foot level.
The drilling had been successful in intersecting the northern extension of the
C-Shear within talcose ultramafics as far north as section 112+00N. The actual
expression of the shear is quite variable in character, but is most often marked
by an altered pale green carbonate-chlorite-quartz unit. Biotitic basalt, a
brown felsic dyke (?), and in other areas, an intermediate dyke, may occur in
association with the green carbonate-chlorite quartz unit. In some areas, none
of the above units are present, but the shear is marked by the presence of
pyrite and pyrrhotite smeared along foliation planes. Locally sphalerite,
chalcopyrite and galena may occur with the pyrite and pyrrhotite.

A total of twelve surface drill holes were also re-logged.
Four of these holes were from the northern tip of McFinley Peninsula and were
examined in order to help with the interpretation of the geology and alteration
associated with the Mac-1 fault zone. The other eight drill holes were primarily
located north of the shaft fault and provided information of the location of the
basalt/ultramafic contact zone as well as information on the location of the
Mac-1 fault zone. The re-logging has outlined the location of the Mac-1 fault
zone south to the shaft fault area. The question raised is whether the Mac 1
fault zone cuts the shaft fault or vice-versa. The area where the Mac-1 fault
and shaft fault meet is further complicated by the presence of the conjugate
shaft fault, which also crosses through this area.

Several other observations were made during the re-logging,
the significance of which is open to debate. The flat dipping arsenopyrite zones
and arsenopyrite replacement of the footwall chert all appear to be spatially
related to the intersection of the Mac-1 fault, the shaft fault and the
conjugate shaft fault. South of the shaft fault the footwall sequence is
appreciably thicker than to the north. While this had been noted earlier, it is
the massive or lower portion of the footwall sequence that is almost completely
absent immediately north of the shaft fault.

9.3.3         Conclusions

The re-log work was successful in establishingthe
location of the mafic/ultramafic contact, the MAC-1 Fault, and the northern
extension of the C-Shear. Further re-logging of other historic holes is
recommended given the large gaps in the historic database and the incomplete
information for a number of the surface and underground holes.

9.4            2003
Fall Re-log Program

9.4.1         Introduction

In early October, re-logging and sampling of 1980's era drill core based on
recommendations made by Dave Rigg (Qualified Person 2003). Drill holes from four
geological environments or target areas were chosen and priorities

|131
|---

---



assigned. Between October and early December, a total of 24
surface drill holes and 12 underground holes, totaling 22,105 feet, were
re-logged and re-sampled.

It should be noted that most of the drill holes re-logged were located south
of the Shaft Fault. Several of the drill holes on section 9950N intersected the
Shaft Fault, but were testing targets immediately south of the fault zone.

9.4.2         Results 9.4.2.1 A-Shear

The A-shear is interpreted to be marked by a distinct, gray
feldspar porphyry (dubbed the B.T. Porphyry) that occurs within the East Bay
Ultramafic sequence immediately adjacent, or at the mafic/ultramafic contact (at
upper elevations). This porphyry can be traced from Section 8700N to 9600N and
to a vertical depth of 1400 feet (U-802). It dips somewhat steeper than the
mafic/ultramafic contact, and the distance from the contact increases with
depth. The feldspar porphyry dyke has only been noted intruding the Footwall
basaltic sequence in one drill hole (86-27) and to date has not been noted north
of the Shaft Fault. In most cases, the B.T. porphyry occurs as two to three
distinct intrusive bodies intruding the ultramafic sequence.

North of Section 9600N, where the B.T. porphyry is absent,
the mafic/ultramafic contact is commonly sheared and characterized by chlorite
and biotite-altered basaltic units incorporated into the ultramafic sequence.
Whether this is actually an extension of the A-shear or localized shearing along
the mafic/ultramafic contact has not been determined. This shearing occurs
immediately south of the Shaft Fault and the incorporated basaltic units, where
sampled, commonly have returned anomalous gold values.

Sampling of altered zones about the feldspar porphyry dyke only returned
erratic anomalous gold values. Sampling of the feldspar porphyry dyke did not
returned any anomalous gold values.

Further testing of the A-shear by diamond drilling is not recommended. It
should be noted that proposed 2004 drill DDH LB-8, located on section 9700N, may
test the northern extension of the A-shear.

9.4.2.2        C-Shear

A total of seventeen drill holes were recommended for
re-logging and twelve were examined. Many of these drill holes also tested the
area of the A-shear and immediately south of the Shaft Fault, several
arsenopyrite replacement zones within the Footwall basaltic sequence.

The C-Shear in this write-up should not be confused with the
C-Zone, located north of the Shaft Fault or the interpreted shear extending
north from the C-Zone that has also been termed the C-shear. This duplication of
nomenclature needs to be resolved.

The C-Shear was shown to be a distinct fault or combined
fault/shear zone that in some cases resembled the MAC-1 fault zone. The C-shear
is marked by a distinct bleached D3-type fault zone in some drill holes. In
other drill holes, sheared and veined biotitic altered basalts surround the
bleached fault zone, often in association with a sericitic quartz porphyry dyke.

At depth, the C-Shear has faulted off part of the Footwall
basaltic sequence, in particular portions of the lower massive chlorite and
biotite-altered portion of this sequence, creating a "roll" along the mafic/ultramafic
contact zone. Within the ultramafics, the C-Shear is intruded by a distinct
feldspar porphyry, also termed an intermediate dyke. This feldspar porphyry dyke
differs from the B.T. porphyry by its darker color and lower feldspar phenocryst
content and in the past has often been logged as a diorite dyke. This dyke also
intrudes the Footwall basaltic sequence.

In most of the drill holes re-logged, the C-Shear occurs
within the lower massive portion of the Footwall basaltic sequence characterized
by chlorite and biotite-altered basalts. This distinctive alteration is also
marked by a lack of carbonate alteration. This zone of altered basalts is quite
extensive and commonly carries disseminated sulphides and quartz veining
adjacent to the mafic/ultramafic contact. Approaching the Shaft Fault, the mafic/ultramafic
contact becomes sheared and the chlorite and biotite-altered horizon commonly
returned anomalous gold values. The re-logging has shown that the past operators
at McFinley did not sample this zone consistently.

|132
|---

---



Sampling of the C-Shear returned several significant gold
values, the best being 147 Au g/t over 1.1 feet in from drill hole 84-56,
associated with a visible gold bearing quartz vein within sheared biotitic
basalts. Close spaced follow-up drilling could not expand this high-grade
mineralization. Other gold bearing intersections are erratic and generally
within a 1.0 to 2.5 Au g/t range.

9.4.2.3         D-Vein Extension

Only five out of the recommended twelve drill holes were
re-logged from this target area. Four of the drill holes collared in the Central
Basalts and cored through the Basaltic Komatiite sequence, the McFinley
sequence, and the Footwall basaltic sequence and were stopped once the East Bay
Ultramafics were encountered. The fifth drill hole, 84-21, was stopped
approximately 100 feet past the footwall iron formation within the Footwall
basaltic sequence.

Of the five holes examined, the D-Vein was not present in three and in the
other two the D-Vein or D-Vein shear were intersected over very narrow widths
that cannot be considered significant.

9.4.2.4        Mac-1/UM Contact/Aspy Zones

Five of eight drill holes were re-logged from this target area. All of these
drill holes are located immediately south of the Shaft Fault.

The re-logging from this target area together with several
holes on Section 9950N, outlined a roll in the mafic/ultramafic contact zone
that is interpreted to be caused by the C-shear. Structurally, this is a very
complex area, with east-west faulting related to the Shaft Fault and shearing
sub-parallel to stratigraphy such as the C-Shear and shearing along the mafic/ultramafic
contact zone.

Two types of arsenopyrite mineralization were noted from
re-logging program. The first are the flat zones of fine- grained massive to
semi-massive arsenopyrite that were intersected in drill holes 86-18 and U-501.
This arsenopyrite replacement zone occurs immediately adjacent to the Shaft
Fault in drill hole 86-18 and appears to be cut by the shaft fault in drill hole
U-501. Dip length of the zone appears to be very limited. Sampling of this zone
returned anomalous gold values, ranging from 600 to 1320 ppb.

The second type of arsenopyrite mineralization occurs as thin
fine-grained pyrite-pyrrhotite-arsenopyrite zones within biotitic basalts that
were noted to occur within the upper portion of the Footwall basaltic sequence.
These zones have a distinct mauve or pink color, and commonly returned anomalous
gold values. This type of mineralization was noted in many of the drill holes
logged from Sections 8800N to 9950N.

9.4.3

The drill holes re-logged were located primarily south of the
Shaft Fault between Section 8800N and 10050N. Most of the drill holes passed
through the Footwall Basaltic sequence and ended within the East Bay ultramafics.
Several of the longer holes also intersected portions of the Central basalts,
Basaltic Komatiite sequence, and McFinley Sequence.

The C-shear was shown to be a definite structure that offsets
the mafic/ultramafic contact. Gold values from this shear proved to be erratic
and over narrow widths. No diamond drilling to further test the C-shear or the
A-shear is recommended.

The flat lying arsenopyrite replacement zones appear to be spatially related
to the Shaft Fault, but to date have only returned anomalous gold values.

Many of the re-logged drill holes intersected a massive
chlorite and biotite-altered basalt within the lower portion of the Footwall
basaltic sequence. This altered horizon was shown to be laterally extensive and
often returned anomalous gold values, particularly when the mafic/ultramafic
contact is sheared (adjacent to the Shaft Fault). Past sampling of this horizon
by McFinley Mines Limited appears to have been inconsistent. In the future
veined and sulphide-bearing portion of this altered horizon should be thoroughly
sampled, including altered ultramafics at contact areas.

|133
|---

---



There appears to be a spatial relationship between gold
values at the mafic/ultramafic contact and arsenopyrite mineralization with the
Shaft Fault. Although no zones of significant mineralization have been outlined
at this location, this relationship of crossing structures with the mafic/ultramafic
contact remains a key exploration target.







9.5         Comparison of ICP vs WR
Data

9.5.1      Introduction

A comparative analysis of major elements by multi-acid
digestion ICP and Whole Rock XRF techniques was carried out on over 450 McFinley
drill core and surface samples. The objective was to determine the quality of
the ICP data, and evaluate the potential of using ICP data in the absence of WR
data.

9.5.2

Key findings from the study are given below:

- Multi-acid digestion ICP MS data exhibit very good correlation with XRF
  data for commonly used major elements Al, Na, K, Mg, & Ca, and good
  correlation with Ti & Fe (Figures 1 to 7)
- Correlation coefficients vary from 0.89 to 1.00 for >98% of the data
  (higher variations occur near detection limits)

|134
|---

---



- ICP data can confidently be
  used in the absence of XRF data for Major Oxide analysis (e.g. rock type ID,
  alteration study)
- Deviation in the absolute values between ICP and WR data generally follow
  a linear trend - meaning that the correlation coefficient is consistent
  throughout the range of data values
- For best accuracy when graphically analyzing major oxides, ICP major
  element data should be multiplied by a factor equivalent to the correlation
  coefficient
- A significant limitation in the ICP data is the lack of Zr data, which is
  a useful element for discriminating rock types in highly altered or
  metamorphosed domains, and is very effective at discriminating the late
  intrusive units which typically contain elevated Zr values

9.5.3     Conclusions

The quality of the ICP data is considered to be very high and the data can
confidently be used for purposes traditionally exclusively applied to whole rock
XRF data. The advantage of using the ICP data is twofold: 1) there is a much
wider ICP sample base currently available at McFinley (8000 ICP vs. 450 WR), for
which discrimination plots and alteration studies can now be applied, and 2)
costs are much lower for ICP versus XRF analysis, thus cost savings can be
realized by limiting the number of XRF analysis performed in the future.

|135
|---

---





|136
|---

---





|137
|---

---





|138
|---

---





Figure 9.5.8 Al2O3 vs. TiO2
plot for all McFinley whole rock data, N = 454

|139
|---

---





Figure 9.5.9 Al2O3 vs. TiO2
plot for all McFinley ICP samples, excluding seds, BIF, and vein material, N =
7103



Figure 9.5.10 Al2O3 vs. TiO2
plot with whole rock data plotted on ICP data

|140
|---

---



10.0     2003 Summer Diamond Drill Program

10.1     Introduction

As a follow-up to the 2003 Winter Drill Program, a drill
program was carried out between July 25 and September 1, 2003 in the McFinley
Peninsula area. A total of 10 holes were drilled totaling 3,058.00 metres and
included drill holes MF03-45 to MF03-54 (Figure 10.1.1).

The main focus of the program was the MAC-1 area under the
waters of East Bay which was targeted from the northern tip of the McFinley
Peninsula. In addition to this, were several historic intercepts in the
peninsula area which warranted follow-up. A brief description of diamond drill
holes completed during this program can be found below and details of the hole
locations and >1.0 Au g/t assay values can be found in Appendix 4and Appendix 5 respectively. Assay certificates are available on file at the
Head Office of Rubicon Minerals Corporation, Vancouver.

The drilling was carried out by Major Midwest Drilling of Winnipeg using one
skid-mounted NQ2 diamond core rig and metric drill rods.

|141
|---

---





|142          
|-------------
|Figure 10.1.1

---



10.2     MAC-1 Area

10.2.1     Introduction

Given the success of the 2003 Winter Drill program, a series of holes was
proposed to follow-up on a gold-bearing structural zone (Mac 1 Fault Zone) and
associated vein-hosted gold mineralization outlined in the channel between
McFinley Peninsula and McFinley Island. In particular, the holes were planned to
pursue the strike and down dip extent of the significant gold mineralization
intersected by drill holes MF-03-30A, MF-03-34 and MF-03-36 on Tracks Section
9N. This gold mineralization lies within a chlorite-altered quartz-carbonate
vein, MAC-1 Vein, associated with a thin sheared ultramafic unit and a bleached
fault zone.

10.2.2     Results

Four drill holes, MF04-45, 46, 47, and 50, totaling 1103.00 metres were
drilled in the area in the summer of 2003. A summary of the drill hole locations
is given below in Table 10.2.1 and assay values >1.0 Au g/t can be found
in Appendix 5.

Area
      Target
      Hole
      UTM
      UTM
      Section
      Elev
      TRUE
      Dip
      LengthNo.
      Northing
      Easting
      
      m
      Az
      
      mMAC-1
      
      
      
      MAC-1MAC-1
      Vein
      MF-03-45
      5664652
      448289
      9N
      358.10
      105
      -45
      179.00MAC-1
      
      
      
      MAC-1Vein
      MF-03-46
      5664652
      448289
      9N
      356.23
      105
      -62
      358.00MAC-1Vein
      MF-03-47
      5664700
      448290
      Oblique
      357.59
      85
      -45
      368.00MAC-1
      
      
      
      MAC-1Vein
      MF-03-50
      5664597
      448262
      7N
      362.32
      105
      -40
      198.00Subtotal
      
      
      
      
      
      
      
      1,103.00


Table 10.2.1 Summary of DDH Locations - MAC-1 Area

DRILL HOLES MF03-45 and 46

Both holes were collared on Tracks Section 9N and drilled at -45 and -62
respectively in an effort to intersect the down-dip extension of the MAC-1
Fault/MAC-1 Vein. Both holes collared in the Central Basalt sequence and passed
through the bleached and silicified D3 MAC-1 Fault at 144.75-144.90m and
147.00-148.75m respectively. The holes continued on through the Footwall Basalts
until their final target depth.

Weakly to moderately deformed and biotized basalts with local qtz-ankerite
and narrow qtz-sulphide breccia veins were observed in the vicinity of the fault
but no significant result were returned from this region. MF03-45 did, however
intersect a qtz-sulphide breccia vein from 191.30-191.90 which returned 6.87 A
g/t/0.60m, a qtz-sulphide shear from 329.80-330.55m which assayed 6.48 A
g/t/0.75m and an interval of strongly deformed sulphide-veined talc-ankerite
ultramafic from 350.50-51.00m which ran 9.33 Au g/t/0.50 metres.

DRILL HOLE MF03-47

Given the limitations of land at the northern tip of the McFinley Peninsula,
MF03-47 was angled off section at 085 degrees azimuth in order to test for the
northern strike extension of the MAC-1 Fault/MAC-1 Vein approximately 50 metres
to the north. The hole intersected the MAC-1 Fault at 145.30-151.20m within a
broader zone of biotiziation. Only weakly anomalous values in the 1.0-4.0 Au g/t
range over narrow lengths were returned in the hole.

DRILL HOLE MF04-50

The hole was designed to test the southern strike extension of the MAC-1
Fault/Mac-1 Vein on Tracks Section 7N. The hole encountered the MAC-1 Fault at
161.30-162.00m followed by a narrow carbonate-chlorite vein from 160.000-160.40m
which assayed 1.63 Au g/t. No other significant values were returned in the
hole.

10.3     MAC-2 - C-Zone Target

|143
|---

---



10.3.1     Introduction

One hole was designed to intersect the Mac-1 fault zone and adjacent C-Zone,
in attempts to examine the style and orientation of mineralization within the
C-Zone.

10.3.2     Results

One hole, MF03-51, totaling 169.00 metres was drilled to test this target. A
summary of the drill hole location is given below in

Area
      Target
      Hole
      UTM
      UTM
      Section
      Elev
      TRUE
      Dip
      LengthNo.
      Northing
      Easting
      
      m
      Az
      
      mPeninsula
      C-Zone
      MF-03-51
      5664037
      448224
      10300N
      370.46
      136.9
      -45
      169.00Subtotal
      
      
      
      
      
      
      
      169.00


Table 10.3.1 Summary of DDH Locations - C-Zone Target

Drill Hole MF03-51

This drill hole collared in massive basalts at the base of
the Central Basaltic Sequence before passing through the Basaltic Komatiite
Sequence from 7.65 to 16.65m. The McFinley Sequence was intersected from 16.65
to 53.25m and included seven thin altered iron formations. The B-Vein system was
intersected immediately below the Footwall iron formation and occurs within a
sheared biotitic unit from 58.60 to 61.25m. The Mac-1 fault zone was intersected
from 104.1 to 106.9m, and is characterized by sheared and ankeritic veined
biotitic basalts. Immediately below the Mac-1 fault zone, the C-zone consists
primarily of dark biotitic and biotitic-chloritic basalts that extend from 106.9
to 145.5m. The only significant results were from Footwall iron formation which
returned

10.4         MAC-2 - M-90 Target

10.4.1     Introduction

One hole was planned to twin an 1940's era drill hole, M-90,
and a contained intersection of 3.56 oz/ton over 4.9 feet, described as a
quartz-arsenopyrite mineralized zone. The collar of this old drill hole was in
the vicinity of the tailings dam.

10.4.2     Results

One hole, MF04-48, totaling 336.0 metres was drilled to test this target. A
summary of the drill hole location is given below in

Area
      Target
      Hole
      UTM
      UTM
      Section
      Elev
      TRUE
      Dip
      LengthNo.
      Northing
      Easting
      
      m
      Az
      
      mPeninsula
      M-90
      MF-03-48
      5663578
      447618
      7820N
      366.43
      136.9
      -54
      336.00Subtotal
      
      
      
      
      
      
      
      336.00


DRILL HOLE MF03-48

The hole collared in the Basaltic Komatiite Sequence, and
then intersected the McFinley Sequence, which includes eight thin altered iron
formations. Two specks of Visible Gold were noted in the "C2" iron formation
intersected from 110.65 to 111.85m. This iron formation subsequently returned an
averaged gold assay of

|144
|---

---



The Footwall Basaltic Sequence was intersected from 118.7 to
328.0m, with localized biotitic altered sections. Of note, was a D2 type shear
vein intersected from 325.0 to 325.55m, immediately adjacent to the contact with
the ultramafics. This shear or quartz-breccia vein returned a gold assay of

The quartz - arsenopyrite mineralized zone intersected in the
old hole, M-90, is represented by either the arsenopyrite present within the D2
sulphide-breccia veins intersected between 123.8 and 124.3m or by a series of
arsenopyrite bands within carbonate veining occurring between 158.0 and 159.15m.

10.5         MAC-2 - M-71 Target

10.5.1     Introduction

One hole was planned to duplicate a 1940's era drill hole, M-71 and in
particular interest, an intersection of 0.6 oz/ton (includes VG) over 1.5 feet
within a "silica-carb altered andesite" near the end of the hole.

10.5.2     Results

Two holes, MF03-49 and MF03-54, were drilled totaling 561.00 metres were
drilled in the area. A summary of the drill hole locations is given below in

Area
      Target
      Hole
      UTM
      UTM
      Section
      Elev
      TRUE
      Dip
      LengthNo.
      Northing
      Easting
      
      m
      Az
      
      mPeninsula
      M-71
      MF-03-49
      5663858
      448013
      9400N
      368.87
      136.9
      -45
      236.00M-71
      MF-03-54
      5663869
      448003
      9400N
      366.68
      136.9
      -45
      325.00Subtotal
      
      
      
      
      
      
      
      561.00


Table 10.5.1 Summary of DDH Locations - M-71 Target

Drill Hole MF03-49

MF03-49 was collared within the McFinley Sequence and
intersected both the C2 and Footwall iron formations. Both iron formations are
moderately altered and carry 2 - 5% disseminated arsenopyrite. The C2 iron
formation did not return any significant gold values, however the Footwall iron
formation returned an averaged gold value of

The D-Vein was intersected between the two iron formations
over a core length of 1.60m at a vertical depth of 7.0m, immediately below
Trench 8, where the D-vein is exposed with a true width of approximately 0.3m.
The D-Vein returned an averaged gold assay of

A narrow zone of carbonate-chlorite veining was intersected
from 136.7 to 138.1m, with 10-15% masses po, 3-5% fine aspy and minor cpy. This
mineralization correlates with a zone of arsenopyrite mineralization noted in
the old drill hole, M-71.

At the contact between the basalts and ultramafics, an
intensely altered ultramafic was intersected. This carbonate-chlorite-quartz
zone was intersected from 190.3 to 198.0m and includes a quartz-sulphide zone
from 194.5 to 196.1m. This sulphide bearing zone contains 15 - 20% po and 2 - 3%
cpy and appears to correlate to the "silica-carb-altered andesite" intersected
in the old drill hole, M-71.

Drill Hole MF03-54

This drill was put down as a result of the significant gold
assays returned from the D-Vein and Footwall iron formation in drill hole
MF03-49. The hole was also extended 125m into the East Bay Serpentinite to test
for the up-dip extension of felsic dykes intersected in drill holes MF03-52 and
MF03-53.

|145
|---

---



Both the C2 and C1 (footwall) iron formations were
intersected at the top of the drill hole. The D-Vein system was again
intersected between the two iron formations from 23.65 to 24.62m. The main
sulphide breccia portion of the D-Vein returned a gold assay of

The Footwall Basalt Sequence exhibits variable deformation and alteration
with minor sulphide-breccia veins. The footwall basalt/ultramafic contact is
sheared and mineralized with sulphide-breccia zones.

Two thin feldspar porphyry dykes were intersected close to the footwall
basalt/ultramafic contact. No significant mineralization was noted in the
feldspar porphyries or the 125m of ultramafic drilled.

10.6.1

Two drill holes were designed to follow-up on a 1988
underground hole, U-798, which was reported to have returned an assay of 1.77
oz/ton over 15.0 feet. This intersection was put out in a 1988 News release by
McFinley Red Lake Mines Ltd as one of the last holes from the 1988 program and
just prior to the McFinley Red Lake Mines falling into bankruptcy.

10.6.3

Two holes, MF03-52 and MF04-53, were drilled totaling 889.00 metres. A
summary of the drill hole locations is given below in

Area
      Target
      Hole
      UTM
      UTM
      Section
      Elev
      TRUE
      Dip
      LengthNo.
      Northing
      Easting
      
      m
      Az
      
      MPeninsula
      U-798
      MF-03-52
      5663741
      447916
      8900N
      366.78
      136.9
      -80
      469.00U-798
      MF-03-53
      5663724
      447898
      8820N
      368.24
      136.9
      -80
      420.00Subtotal
      
      
      
      
      
      
      
      889.00


Table 10.6.1 Summary of DDH Locations - U-798 Target

Drill Hole MF03-52

MF-03-52 intersected a 0.15m sulphide breccia vein at 7.85m
that may be part of the D-Vein system. The "Footwall Chert" was intersected from
17.8 to 20.4m and carried 10 to 12% Po and minor Aspy. The base of the Footwall
iron formation returned a gold assay of

A D-type biotitic shear zone was intersected from 96.9 to
106.5m, and the most intensely sheared portions from 101.1 to 102.3m and from
102.8 to 103.7m carries 10 to 12% quartz - carbonate veining, 5 - 10% Po, 5 -
10% Py, 1 - 2% Sph and 1% Cpy. The best Au assay from this shear zone was

The ultramafic contact was intersected at a depth of 292.0m,
and from 292.0 to 328.1m intermixed talcose and chloritic-carbonate ultramafics
were intersected. The chlorite-carbonate zones do not contain any quartz
veining, but carry up to 1% sulphides. The only zone of interest was a strongly
carbonatized zone within a chlorite-carbonate unit, from 306.8 to 307.7 with
5-10% fine Po, 3 - 5% sph, minor Cpy and minor galena. The grey Feldspar
Porphyry was intersected from 328.1 to 360.6m. Immediately below the feldspar
porphyry, carbonate-chlorite-biotite altered ultramafics were intersected to
369.3m. From 369.3 to 395.2m, a complex altered and veined zone was intersected,
that was initially interpreted as an altered basalt, but geochem results suggest
that the unit is actually a altered ultramafic. Strong carbonate, chlorite and
biotite alteration is intermixed with 5-10% late quartz veining and 10-15%
carbonate - chlorite veining. Overall this section carries 1-2% sulphides,
predominantly pyrite, but locally may carry up to 5% pyrite, pyrrhotite and
chalcopyrite over short intervals. The base of the altered zone is marked by a
felsic dyke (felsite), similar to those intersected in the "Lovebird Zone",
intersected from 393.2 to 398.4m. No significant assays were returned from the
altered ultramafic units, the feldspar porphyry or the felsite.

|146
|---

---



Drill Hole MF03-53

This drill hole was collared approximately 25m grid south of drill hole
MF03-52, following up on the highly altered quartz veined horizon within the
ultramafic sequence.

The D-Vein shear zone was intersected from 15.75 to 17.58m,
with the quartz-sulphide vein only over the initial 0.26m. This vein returned a
gold assay of 3.97 g/T over 0.30m. The footwall iron formation was intersected
from 23.58 to 26.92m and did not return any significant gold assays.

From 106.00 to 113.70 a sheared biotitic basalt was
intersected with several thin sulphide-breccia veins. Sulphides present include
Py, Po, Sph, Aspy, Cpy and galena. The best gold assay from this unit was 4.75 g/t over 0.83m from 112.87 to 113.70m.

A talcose fault zone marks the footwall basalt/ultramafic
contact at 308.35m. Quartz feldspar porphyries were intersected between 343.5
and 390.1m, intercalated with talcose and chlorite-talc altered ultramafics. A
carbonate-chlorite-biotite altered unit with up to 10% pyrite, 1% pyrrhotite and
1% chalcopyrite was intersected from 390.1 to 406.15m. Up to 10% quartz veining
is also present within this unit. Although this unit appears very promising
because of the sulphides and quartz veining, no significant gold assays were
returned from this section. As mentioned above, geochemistry results indicate
that this unit is an altered ultramafic based on Cr, Ni and Mg values.

10.7         Summary

The results for the 2003 Summer Drill Program were somewhat
disappointing given the lack of success in extending the down-dip or strike
extension of the MAC-1 Vein or replicating some of the historic values in the
North and South Mine area.

The MAC-1 Fault still remains a viable exploration target
based on its NNW trend and the degree of associated biotization and veining.
Efforts should be made to follow this structure to the south and evaluate the
intersection of this fault with the main mafic/ultramafic contact and also more
competent units within the East Bay Serpentinite itself.

As for the reported high grade intercepts in the historic
drilling, it is unlikely, given the nuggety nature of the gold and the lack of
accurate survey control, that these intersections will be replicated with
individual follow-up holes. More thought should be given to following up these
zones with systematically spaced drill holes along a specific structure if
supported by strong alteration, veining or pathfinder geochemistry.

11.0      2004 Winter Diamond Drill Program

11.1         Introduction

The 2004 Winter Drilling Program marked the fourth phase of
drilling on the McFinley Project since Rubicon acquired the property in August
2002. The primary targets areas for the program were the intersection of the
property-scale, north to north-northwest-trending D2 faults with the more
competent felsic and basaltic bodies within the East Bay Serpentinite/East Bay
Deformation Zone (MAC-3 and MAC-3 South Areas). Of secondary importance, was the
intersection of these faults with the main McFinley and McFinley Island
sediment-basalt sequences to the west (MAC-1, MAC-5, and MAC-4). Magnetic lows
were strongly considered in the selection of the drill targets and were
considered indicative of enclaves of basaltic or felsic material within the
ultramafics or possibly sulphidized zones within the iron formations. Some of
the new drill holes were follow-ups to encouraging results from last winters
program (MAC-3/LBZ & MAC-1 Vein) while others were venturing into relatively
unexplored ground at the northern end of the property and along the eastern
margin of McFinley Island

The program started on February 5, 2004 and was completed on
March 18, 2004. Two NQ core rigs were supplied Hy-Tech Drilling of Smithers, B.C.
(Figure 11.1.1) and all samples were processed by ALS Chemex Labs in
Vancouver B.C. A total of 37 holes were completed totaling 7,637.88 metres (Figures 11.1.2, 11.1.3, and 11.1.4). The main target areas were the MAC-1
Fault/MAC-1 Vein, the MAC-3/LBZ area, and the MAC-4 area (with the

|147
|---

---



newly discovered Phoenix Zone). A brief description of
diamond drill holes completed during this program can be found below and details
of the hole locations and >1.0 Au g/t assay values can be found in



Figure 11.1.1 Drill Rig on the ice at the north end of
McFinley Island

|148
|---

---







|149          
|-------------
|Figure 11.1.2

---





|150          
|-------------
|Figure 11.1.3

---





|151          
|-------------
|Figure 11.1.4

---



11.2         MAC-1 Area

11.2.1          Introduction

In the MAC-1 area, drilling in 2003 outlined a visible gold
bearing quartz-carbonate vein system immediately adjacent to the MAC-1 fault
zone. However after much persistent drilling, the high-grade intersections
appeared confined to three closely spaced drill holes on Tracks Section 9N.
Intersections included 11.12 g/t Au over 2.00m (including 66.1 g/t Au
over 0.30m) in MF-03-30A and 9.13 g/t Au over 2.05m(including 38.2 g/t Au over 0.40m) in drill hole MF-03-34. A second zone of visible
gold mineralization was encountered in drill holes MF-03-34 and MF-03-36,
consisting of fine flecks of VG within strongly carbonate-chlorite-biotite
altered basalts generally without any associated veining. This mineralization
occurred approximately 30m above the MAC-1 fault zone. Intersections included 7.39 g/t Au over 2.90m in drill hole MF-03-34 and 2.71 g/t Au over 1.60m
in drill hole MF-03-36. Follow-up drilling in the summer of 2003, down-dip and
down-plunge to the south, was unsuccessful in intersecting the proposed
extensions of the quartz-carbonate vein system.

11.2.2          Results and
Conclusions

As a follow-up in 2004, one drill hole - MF04-55 totaling 112.47
metres, was completed 20m grid north of Tracks Section 9N to test for the strike
extension of the MAC-1 Fault/MAC-1 quartz-carbonate vein system. A summary of
the drill hole locations is given below in Table 11.2.1 and assay values
>1.0 Au g/t Au can be found in Appendix 9.

Area
      Target
      Site
      Hole
      Grid
      Grid
      Elev
      Az
      Dip
      TotalNo.
      No.
      Northing
      Easting
      
      
      
      MeterageMac-1 Fault &
      
      MF04-MAC-1
      Vein
      M-5
      55
      566464
      448396
      357
      105
      -60
      112.47Subtotal
      
      
      
      
      
      
      
      112.47


Table 11.2.1 Summary of DDH Locations - MAC-1 Area

MF04-55

Results for the hole were disappointing with a high of only 1.6 g/t over 1.20
metres in the MAC-1 Vein. The reported VG returned no values suggested it was
fleck or pyrite or chalcopyrite.

Given the results, no more drilling is recommended in the MAC area at this
point in time.

11.3 MAC-3 Area

11.3.1

The MAC-3 area lies near the eastern margin of the East Bay
Serpentinite (EBS), immediately east of the McFinley site. Drilling in the
winter of 2003 resulted in the discovery of new zone dubbed the 'Love Bird Zone'
(LBZ) associated with altered complexly folded felsic intrusives and basaltic
flows within the EBS. The mineralization is characterized by silicification-Po-Au
and native gold in veins, both within and along the margins of felsic and
basaltic bodies. High values range up to 36 g/t Au over 1.3m.

11.3.2 Results and Conclusions

|152
|---

---

Five holes(MF04-56/58/59/64/65)totaling 1,764.57 metres were completed in the LBZ area with the hopes of
expanding on the mineralization identified in 2003. Four of these holes were
centered on Sections 11N and 13N as 50-metre step-outs up and down-dip from last
year's most promising holes. A fifth hole, MF04-56, was drilled from the eastern
shore of the McFinley Peninsula as a test of the stratigraphy between peninsula
and the LBZ and in particular, the intersection of MAC-1 Fault and a prominent
magnetic low below the middle of East Bay. . A summary of the drill hole
locations is given below inTable 11.3.1and assay
values >1.0 Au g/t can be found in
Appendix 9.

Area
      Target
      Site
      Hole
      Grid
      Grid
      Elev
      Az
      Dip
      TotalNo.
      No.
      Northing
      Easting
      
      
      
      MeterageMF04-MAC-3
      Love Bird Zone
      LB-6B
      58
      5663667
      448706
      357
      130
      -65
      132.89MF04-LB-5
      59
      5663709
      448616
      357
      130
      -70
      459.94MF04-LB-2
      64
      5663634
      448634
      357
      130
      -70
      213.06MF04-LB-3
      65
      5663698
      448498
      357
      130
      -70
      368.50MF04-DDH 86-50
      LB-7A
      56
      5664004
      448374
      360
      136.9
      -45
      589.18Subtotal
      
      
      
      
      
      
      
      1763.57


Table 11.3.1 Summary of DDH Locations - MAC-3 Area

MF04-58 and MF04-59

MF04-64 and MF04-65

The fifth hole,

The results from the five holes in the MAC-3 Area were disappointing and all
failed to replicate any of the results encountered during the 2003 winter
campaign. Though felsic and mafic units within the East Bay Serpentinite still
remain attractive exploration targets, the identification of an obvious trap set
is still proving elusive. More work is needed on the interpretation and 3-D
modeling of the 2003-2004 results as it will be important to determine the
attitude of the felsic and mafic diking in the area, something that is not
readily obvious when examining the 2-D cross-section. The deep untested eastern
contact of the East Bay Serpentinite may represent a more attractive target and
should be considered for deep drilling in the winter of 2005.

11.4         MAC-4 Area

11.4.1

The MAC-4 area lies at the northern end of the property and
spans the distance between the northern tip of McFinley Island and the northern
clam boundary. A fence of two holes, MF-03-37 & 40, were drilled during 2003 in
the channel between McFinley Island and 'Small Island' and encountered several
major structures, scattered iron formations and anomalous gold values over
narrow widths with highs up to 10 g/t. Widespread D2-shear related
mineralization was also observed. A re-interpretation of the airborne magnetics
in December 2003 suggested a 'MAC-

|153
|---

---

1 type' fault through the area, trending approximately north
along the north-eastern shore of McFinley Island and through the channel
separating McFinley Island from Small Island. The break in the magnetic trend of
the McFinley Island Sequence and the narrowing of the FW basalt in this area
also supported the interpretation of this new fault dubbed 'MAC-4'.11.4.2        Results and ConclusionsA total of seven drill holes
(MF04-57/57B/71/72/75/77/80)totaling 1,676.40 metres
were drilled to test the northern MAC-4 Fault area. Three holes, MF04-57/57B/80,
tested the interpreted MAC-4 Fault Zone as it crossed the McFinley Island
sequence near the northern claim boundary. The remaining four holes,
MF04-71/72/75/77, tested the region between McFinley Island and Small Island. .
A summary of the drill hole locations is given below in
Table 11.4.1and assay values >1.0 au g/t Au can be found in
Appendix 9.

Area
      Target
      Site
      Hole
      Grid
      Grid
      Elev
      Az
      Dip
      TotalNo.
      No.
      Northing
      Easting
      
      
      
      MeterageMF04-MAC-4
      Mac-4 Fault
      M-6
      57
      5666259
      449233
      357
      90
      -45
      39.62MF04-M-6
      57B
      5666259
      449233
      357
      90
      -55
      316.69MF04-M-18
      71
      5666048
      449165
      357
      90
      -55
      254.51MF04-M-19
      72
      5666047
      449040
      357
      90
      -55
      264.87MF04-M-16
      75
      5665968
      449165
      357
      90
      -55
      200.86MF04-M-23
      77
      5666125
      449013
      357
      90
      -55
      295.35MF04-M-25
      80
      5666339
      449283
      357
      90
      -55
      304.50Subtotal
      
      
      
      
      
      
      
      1676.40


Table 11.4.1 Summary of DDH Locations - MAC-4 Area

MF04-57B and MF04-80

The three fences of holes between McFinley Island and Small Island,

Though the assay results were generally low, the degree of alteration and
veining throughout all the holes was impressive and more work is warranted in
the area. Further drilling in this area should be directed towards the western
margin of the East Bay Serpentinite for possible northern strike extensions of
the new discovered Phoenix Zone (see description below).

|154
|---

---

11.5         Phoenix Zone
11.5.1
Introduction

Using the plan projection of MAC-4 Fault Structure
interpreted from the airborne magnetics, an area just northeast of McFinley
Island was selected for drilling. The area marked the intersection of the NNW
trending MAC-4 Fault and a postulated 340 degree striking fault near the western
margin of the East Bay Serpentinite. The area was also underlain by a magnetic
low and a possible roll in the ultramafic contact.

11.5.2

Initial drilling of the area resulted in the discovery of a shallow
biotite-aspy-gold-bearing zone near the mafic/ultramafic contact in the second
hole, MF04-61. A revision of the drill plan and the allocation of additional
funds resulted in the completion of 24 holes (MF04-60-63, 66-70, 73-74, 76-79,
81-89) totaling 4085.44 metres in the target area. The majority (22 holes)
tested the main Phoenix Zone Target while two holes, MF03-63 and 69, were
drilled from the eastern shore of McFinley Island to test the southern extension
of the fault. . A summary of the drill hole locations is given below in

Results were very encouraging with 14 of the main 22 holes intersecting
grades of at least 5.0 g/t Au /0.5m and 9 of those returning at least 10 g/t Au
/1.0m (See

Area
      Target
      Site
      Hole
      Grid
      Grid
      Elev
      Az
      Dip
      TotalNo.
      No.
      Northing
      Easting
      
      
      
      MeterageMafic/UM
      
      MF04-Phoenix
      Contact
      M-7B
      60
      5665868
      449133
      360
      90
      -45
      33.22MF04-Zone
      
      M-7C
      61
      5665867
      449165
      357
      90
      -55
      313.64MF04-M-7C
      62
      5665867
      449165
      357
      90
      -75
      94.18MF04-M-8
      63
      5665415
      448969
      359
      110
      -45
      365.46MF04-M-7B
      66
      5665867
      449134
      361
      90
      -65
      121.62MF04-M-7B
      67
      5665867
      449134
      361
      90
      -78
      159.60MF04-M-15
      68
      5665838
      449155
      357
      90
      -55
      103.33MF04-M-13
      69
      5665621
      449099
      357
      110
      -55
      243.54MF04-M-15
      70
      5665838
      449155
      357
      90
      -75
      155.14MF04-M-14
      73
      5665898
      449160
      362
      90
      -55
      94.18MF04-M-14
      74
      5665898
      449160
      362
      90
      -70
      93.88MF04-M-14
      76
      5665898
      449160
      362
      90
      -85
      135.64MF04-M-23
      77
      5666125
      449013
      357
      90
      -55
      295.35MF04-M-20
      78
      5665866
      449102
      363
      90
      -75
      191.72MF04-M-20
      79
      5665866
      449101
      363
      90
      -85
      255.12M-28
      MF04-
      5665836
      449106
      365
      90
      -70
      161.24


|155
|---

---



81MF04-M-21
      82
      5665928
      449160
      357
      90
      -55
      155.14MF04-M-21
      83
      5665928
      449160
      357
      90
      -75
      182.58MF04-M-28
      84
      5665836
      449106
      365
      90
      -80
      191.72MF04-M-30
      85
      5665898
      449141
      357
      90
      -75
      194.77MF04-M-27
      86
      5665805
      449132
      363
      90
      -55
      109.42MF04-M-27
      87
      5665805
      449131
      365
      90
      -75
      97.23MF04-M-31
      88
      5665927
      449135
      357
      90
      -55
      258.78MF04-M-29
      89
      5665900
      449180
      357
      90
      -55
      78.94Subtotal
      
      
      
      
      
      
      
      4085.44


Table 11.5.1 Summary of DDH Locations - Phoenix Zone

Based on the drilling to date, the Phoenix Zone displays the following
characteristics:

- 

15.5 Au g/t/4.8m

|156
|---

---

The zone
  shows striking similarities to the ore zones present at the neighboring
  Campbell and Red Lake mines in terms of geologic setting (Balmer formation
  near mafic/ultramafic contact with cross-cutting 340 degree structures), style
  of alteration, veining, and mineralization (aspy mineralization within sheared
  biotized veined basalts), and the size and orientation of lenses (short dip
  length, very long plunge length).10.6     SummaryThe 2004 Winter Drill Program tested a variety of targets throughout the
McFinley Property was successful in outlining several new lenses of Bio-Qtz-Aspy-Au
mineralization in a classic Red Lake setting at the north end of McFinley
Island. The density of drilling on the main Phoenix Zone PZ-1 lens is
approximately 30m x 25m spacing, suitable for rudimentary resource estimations
under 43-101 guidelines. However, further drilling is recommended during the
summer of 2004 to follow-up on these results (prior to a resource estimation), a
task which could be easily accomplished from the McFinley Island to test the
southern strike and down-plunge components of the zone.

|157
|---

---





|158          
|-------------
|Figure 11.5.1

---





|159          
|-------------
|Figure 11.5.2

---





|160          
|-------------
|Figure 11.5.3

---





|161          
|-------------
|Figure 11.5.4

---





|162          
|-------------
|Figure 11.5.5

---



12.0     Sampling Method and Approach

12.1     Core Drilling and Logging

Diamond drilling was performed by Hy-Tech Drilling of
Smithers, B.C. using two skid-mounted Tech-4000 NQ2 diamond core drills (Winter
2004) and by Major-Midwest Drilling of Winnipeg, Manitoba using one skid-mounted
JKS Boyles 37 NQ2 diamond core rig (Summer 2003). All drilling was supervised by
Rubicon technical staff and general industry standards in all matters were
followed.

All proposed drill collars were surveyed using a real-time,
satellite and base station corrected, Trimble GPS system with sub-meter
accuracy. Control was relative to established survey points across the property.
Two foresight pickets were also surveyed and drills were set up under the direct
supervision of Rubicon staff. Changes in actual drill location from planned
locations, due to local ice conditions or other technical reasons, were
chained-in relative to the original survey locations.

NQ2 (50 mm diameter) or NQ (46 mm diameter) core was drilled.
Core was placed in wooden boxes with depth markers every 10 feet. Core recovery
during these programs was excellent. Boxes were securely sealed and delivered to
the new core facility at the McFinley site on a twice-daily basis. Reflex survey
tests were taken generally at 200 foot intervals down-hole to provide down hole
survey control.

Casing for holes collared on land were left in place. Casing
for holes collared on the ice of Red Lake were necessarily removed but only
after the hole was plugged and cemented below the bedrock interface. According
to available reports, cementing of lake-holes has been the policy at McFinley
since at least 1983.

Core logging procedures follow industry standards and a defined sample
protocol is outlined in Appendix 3. Sample protocol was developed subsequent to
consultation with Independent Geochemist Dr. Barry Smee, PhD. P.Geo.

12.2     Drill Core Sampling

All samples collected by Rubicon during drill programs on the McFinley
Property were subjected to a quality control procedure that ensured a best
practice in the handling, sampling, analysis and storage of the drill core.
Samples intervals were selected on a geological basis and most typically varied
between 0.5 and 1.0 meters in length. Sample intervals were very rarely less
than this (minimum 0.30 meters) on specific, narrow geological features, and
rarely greater than 1.0 meters (maximum 1.5 meters) on wide intervals of altered
rock. Wide areas of geological interest were commonly sampled at standard
intervals of either 0.5 or 1.0 meters depending on the length of the interval
and the particular geological feature of interest.

12.3     Analysis for Gold

Gold was determined by fire-assay fusion with atomic
absorption spectroscopy; or, by metallic fire-assay on samples that returned
elevated Au values by standard fire-assay, contained visible gold, or on visual
inspection were considered likely to be well mineralized. In cases where
multiple standard Au fire-assay analyses were completed on an individual sample,
an averaged value is deemed to be the most representative of the gold content of
the sample. Gold values produced by metallic fire-assay are deemed to supersede
gold values produced by standard fire assay owing to the larger size of sample
analyzed and better reproducibility in samples with coarse gold. It should be
noted that the metallic fire-assay procedure is a 'destructive' sample
procedure; the retained rejects will represent only the fine fraction of the
screened material.

13.0     Sample Preparation, Analyses and Security

13.1     Drill Core

Samples of drill core were cut by a diamond blade rock saw, with half of the
sawn core placed in individual sealed polyurethane bags (with non-tamper ties)
and half placed back in the original core box. Samples were prepared by outside
contract laborers trained and supervised by Rubicon personnel, at a secure
facility on the McFinley Property. The retained core is stored in a secure
building at the McFinley site.

13.2     Shipping

|163
|---

---

All samples were shipped by independent transport companies in sealed woven
plastic bags (with individually numbered, non-tamper ties) to ALS-Chemex
laboratories in Thunder Bay, Ontario. Notification of receipt of sample
shipments by the laboratory is confirmed by electronic mail. No problems were
encountered in transport during the program.13.3     Assay LaboratoryProcessing and analysis of samples was conducted by ALS Chemex in North
Vancouver, BC. ALS
Chemex laboratories operate according to the guidelines set out in ISO/IEC
Guide 25 - "General requirements for the competence of calibration and testing
laboratories". In addition, Dr. Barry Smee, Consultant, audited the sample prep.
facilities of ALS-Chemex laboratories in Thunder Bay, Ontario on behalf of
Rubicon. Recommendations from his audit were implemented.13.4     Sample Preparation (ALS-Chemex laboratories
in Thunder Bay, Ontario)Individual samples typically ranged from 0.5 kg to 2 kg in weight. The entire
sample was crushed in an oscillating steel jaw crusher. Either a ~250g split,
or, in the case of 'metallics' fire assay, the whole sample, is pulverized in a
chrome steel ring mill. Coarse reject is bagged and stored. Pulps are shipped to
ALS Chemex in North Vancouver, BC for analysis.13.5     Assay Procedures: (ALS Chemex in North
Vancouver, BC.)Au was determined by fire-assay fusion of a 50 g sub-sample with atomic
absorption spectroscopy.
The 'Au -Metallics' assay required the 100% pulverization of the sample and
screening of the sample through a 150 mesh (100 micron) screen to test its
homogeneity and separate any +150 mesh material. Material remaining on the
screen is retained and analyzed in its entirety by fire-assay fusion followed by
cupellation and a gravimetric finish. The -150 mesh fraction is homogenized and
two 50-g sub-samples are analyzed by standard fire assay procedures. The gold
values for both +150 and -150 mesh fractions are reported together with the
weight of each fraction as well as the calculated total gold content of the
sample. In this way one can evaluate the magnitude of the coarse gold effect as
demonstrated by the levels of the +150 mesh material.
Ag, Al, As, Ba, Be, Bi, Ca, Cd, Co, Cr, Cu, Fe, Ga, Hg, K, La, Mg, Mn, Mo,
Na, Ni, P, Pb, Sb, Sc, Sr, Tl, Ti, U, V, W, and Zn were analyzed by
inductively-coupled plasma (ICP) atomic emission spectroscopy, following
multi-acid digestion in nitric aqua regia. The elements Cu, Pb, and Zn were
determined by ore grade assay for samples that returned values >10,000 ppm by
ICP analysis. Major elements (reported as oxides) and Ba, Rb, Sr, Nb, Zr, and
Y were determined by X-ray fluorescence spectrometry (XRF).
Results are reported electronically to the project site in Red Lake with
Assay Certificates filed and catalogued at Rubicon's' Head Office in Vancouver.

14.0     Data Verification

The diamond drill programs discussed in this report were generally undertaken
by experienced and competent Rubicon Geologists under the supervision of the
author, Ian Cunningham-Dunlop,P.Eng. or Ian Russell, Red Lake Regional Manager.
The author is familiar with the diamond drilling and re-logging carried out in
2003 and 2004 and has every reason to believe that work completed by Rubicon,
and work outside the direct supervision of the author, was done in a
professional manner and met or exceeded generally accepted industry standards
for quality control and quality assurance.

Blank and Standard assay protocol was developed with the
input from Dr. Barry Smee, Ph.D. P.Geo., Independent Geochemist, in consultation
with Rubicon personnel and J.J. Watkins (Q.P. 2000 - February 2003). Blank
samples (consisting of commercially available broken tile known to have a gold
content below detection limit) were inserted into the sample stream once every
twenty-five samples to provide a check on assay lab data quality in Drill Core
sampling. Random gold standards were inserted into the sample stream once every
25 samples to provide a check on assay lab data quality. Gold standards were
prepared and certified by CDN Resources Laboratories Ltd., Delta, B.C. Gold
standards used (Recommended Value +/- 2 Standard Deviations) were CDN -GS- 9
(1.75 +/- 0.14 g/tonne) , CDN -GS -2 (1.53 +/- 0.18 g/tonne), CDN -GS -6 (9.99
+/- 0.50 g/tonne) CDN -GS -5 (20.77 +/- 0.91 g/tonne) and CDN -GS -8 (33.5 +/-
1.7 g/tonne).

Sample batches were reanalyzed if any aberrations in the data were observed.

|164
|---

---

The McFinley Property currently forms an important part of the Red Lake
Project of Rubicon, and management of the project at all levels is being carried
out by a fully qualified and experienced staff.15.0     Mineral Processing and Metallurgical TestingNo new programs of processing or metallurgical test work have been
undertaken. An estimated 6000+ tons of the previously mined bulk-sample (1989)
remains stockpiled on the property.16.0     Mineral Resource and Mineral Reserve EstimatesThe Inferred Resource in the Peninsula area of the McFinley property was
reported by Hogg (Oct., 2002). No new resource estimation has been undertaken at
this time.

17.0     Other Relevant Data and Information

An estimated 180,000 feet of historical underground and surface drill core is
stored on the Property. This core is being re-logged and re-sampled, where
appropriate, to provide additional information on the geology and environment of
mineralization on the McFinley Property. Standard protocols towards sample
preparation, handling and quality control procedures are being followed. New
assay results are taken as indicative only since the drilling of these holes was
not conducted under Rubicon supervision.

18.0     Interpretation and Conclusions

Since acquiring the McFinley Property in the highly
productive Red Lake mining district of northwestern Ontario in 2002, Rubicon has
undertaken a multi-disciplinary exploration program focused on a new discovery.
This work has resulted in a thorough understanding of the geology and setting of
mineralization on the property and in the area of historic operations. The
program has also been successful in expanding exploration across the property
and has confirmed several new areas with good potential for economic discovery.

Most of the historic evaluation work on the McFinley Property
concentrated at shallow depths in the vicinity of the McFinley shaft in the
northern part of the McFinley Peninsula. In this area, gold mineralization has
been identified in several structural and stratigraphic locations within an
intense zone of deformation that cuts the McFinley Sequence. These diverse
settings, include:

- 

Rubicon's' multidisciplinary approach in 2002 and 2003
allowed for the recognition and characterization of these environments on a
local and property scale and resulted in the discovery of additional auriferous
shear-vein structures in the peninsula area. Subsequent property-wide
exploration diamond drilling also successfully identified new environments of
auriferous mineralization during the program, namely:

- 

Given somewhat mixed results in the winter and summer of
2003, a re-evaluation of the data was completed in the fall of 2003. This led to
a focus on the major D

- 

|165
|---

---

A distinct offset in McFinley
  Island Sequence accompanied by thinning of the Footwall Basalt and a marked 'roll' in western contact of East Bay Serpentinite; andWidespread alteration,
  veining and D2
  shearing in the single fence of drill
  holes completed in this area in 2003 (MF03-37 and 40).
Subsequent drilling of this target in the winter of 2004 resulted in the
discovery of the Phoenix Zone in what appears to be a classic Red Lake setting.
The zone lies at the base of a basaltic sequence near the intersection of a 340
structure with a roll in the ultramafic contact. The zone is intensely sheared,
veined and biotized over thickness up to 40 metres and displays local visible
gold, variable arsenopyrite, pyrrhotite, pyrite, sphalerite, chalcopyrite, and
galena. Gold grades are encouraging with highs up to 15.5 Au g/t/4.8m and the
mineralization appears to be demonstrating continuity as a series of lenses
dipping moderately to the west and plunging gently to the southwest. All of
these characteristics are indicative of the ore zones at the Campbell and Red
Lake Mines and in particular, the newly discovered High Grade Zone. Further work
is obviously needed to evaluate the strike and depth extent of this zone and to
also test for other analogs within the McFinley Property.19.0     RecommendationsIt is the author's opinion that the property has significant merit and
potential to warrant further exploration.
A summer program is recommended to continue testing the strike and
down-plunge potential of the Phoenix Zone and to also explore for similar
parallel zones within the immediate Footwall Basalt package. Given the location
of the zone off the northern eastern tip of McFinley Island, the drilling could
be land-based from McFinley Island and test the southern down-dip and
down-plunge portions of the zone with ease (Figure 19.1).



Figure 19.0.1 2004 Summer Diamond Drill Proposal

The drilling would target the Phoenix Zone on 30 metre by 30 metres centers
and would cost approximately $500,000 for 3500 metres of drilling. Drilling
should start in late May as soon as the lake is clear of ice.

|166
|---

---



|                              |                                 
|----------------------------- | --------------------------------
|Respectfully
    Submitted,   |                                 
|                              |                                 
|                              |                                 
|"Ian
    Cunningham-Dunlop"   |                                 
|                              |                                 
|Signature of Qualified Person |                                 
|                              |                                 
|                              |                                 
|Ian R.
    Cunningham-Dunlop  |                                 
|                              |                                 
|Name of Qualified Person      | Vanouver, Canada, April 23, 2004





|167
|---

---

20.0     ReferencesAndrews, A.J., Hugon, H., Durocher, M., Corfu, F., and Lavigne, M., 1986. The
anatomy of a gold-bearing greenstone belt: Red Lake, northwestern Ontario;in
Proceedings of GOLD '86, an
International Symposium on the Geology of Gold Deposits, (ed.) A.J. MacDonald;
Konsult International Inc., Toronto, Ontario, p. 3-22

Ashford, G. Study on Gold Recovery from Sample Submitted by McFinley Red Lake
Mines Ltd.; Lakefield Research, July 14, 1986.

Betz, J.E. Report on the Electromagnetic and Magnetic Surveys, McFinley Red
Lake Property, Township of Bateman, District of Kenora, Ontario; July, 1982.

Corfu, F., Davis, D.W., Stone, D., and Moore, M., 1998. Chronostratigraphic
constraints on the genesis of Archean greenstone belts, northwestern Superior
Province, Ontario, Canada; Precambrian Research, v. 92, p. 277-295.

Corfu, F., and Andrews, A.J., 1987. Geochronological constraints on the
timing of magmatism, deformation and gold mineralization in the Red Lake
greenstone belt, northwestern Ontario; Canadian Journal of Earth Sciences, v.
24, p. 1301-1320.

Dube, B., Williamson, K, and Malo, M., 2002. Geology of the Goldcorp Inc.
High grade zone, Red Lake mine, Ontario: an update; Geological Survey of Canada,
Current Research 2002-C26, 13 p.

Dube, B., Williamson, K, and Malo, M., 2001. Preliminary report on the
geology and controlling parameters of the Goldcorp Inc. High Grade zone, Red
Lake mine, Ontario; Geological Survey of Canada, Current Research 2001-C18, 33
p.

Dube, B., Balmer, W., Sanborn-Barrie, M., Skulski, T., and Parker, J., 2000.
A preliminary report on amphibolite-facies, disseminated-replacement-style
mineralization at the Madsen gold mine, Red Lake, Ontario; Geological Survey of
Canada, Current Research 2000-C17, 12 p.

Durocher, M.E., Burchell, P., and Andrews, A.J., 1987. Gold
occurrences, prospects, and deposits of the Red Lake area; Ontario Geological
Survey, Open File Report 5558, v. 1 & 2, 704 p.

Ferguson, S.A. Geological Report on the South Half of Bateman Township; O.D.M.
Geological Report No. 6, 1962.

Ferguson, S.A. et al Gold Deposits of Ontario; O.D.M. Mineral Resources
Circular No. 13, 1971.

Hogg, G.M. A Report on the McFinley Red Lake Gold Property of Sabina
Industries Ltd. and McFinley Mines Ltd., Bateman Twp., Ontario; Aug. 29, 1983.
(Addendum, Sept. 29, 1983).

Hogg, G.M. Summary Report on the Evaluation of the McFinley Red Lake
Property, Bateman Twp., Ontario to February 28, 1985; March 5, 1985.

Hogg, G.M. A Report on the Evaluation of the McFinley Red Lake Shaft Area,
Bateman Township, Ontario, during 1985-86; June 26, 1986.

Hogg, G.M. A Report on 1986-87 Operations on the McFinley Red Lake Property,
Bateman Township, Ontario; April 8, 1988.

Hogg, G.M. Appraisal of Value, McFinley Red Lake Property; Internal Report,
May 31, 1989.

Hogg, G.M. A Report on the McFinley Red Lake Project of Rubicon Minerals
Corporation; May 17, 2002.

Hogg, G.M. A Report on the McFinley Red Lake Project of Rubicon Minerals
Corporation; o October 15, 2002

|168
|---

---

Horwood, H.C. Geology and Mineral Deposits of the Red Lake Area; O.D.M.
Annual Report, Vol. 49, Part 2, 1940.
MacLean, P.C. The 1976 Exploration Programme, Abino Gold Mines Ltd.; July 7,
1976.
Mongeau, R.J. An Assessment of the Mineral Economic Potential of the McFinley
Gold Property, Bateman Township, Red Lake Area, Kenora Mining Division, Ontario;
Nov. 17, 1974.
Newman, W.R. Geological Report on the McFinley Red Lake Gold Mines Limited;
December, 1946.
Pirie, J., 1982. Regional geological setting of gold deposits, eastern Red
Lake area, northwestern Ontario;
in
Proceedings of the CIM Gold
Symposium, September 1980, The Canadian Institute of Mining and Metallurgy,
Special Volume 24, p. 171-183..42

Postle, J.T. Review of Mining Aspects of the McFinley Red Lake Project;
Communication prepared for A.C.A. Howe International Inc. by Roscoe Postle
Associates Inc., September 7, 1988.

Questor Surveys Ltd. Airborne Electromagnetic and Total Intensity Magnetic
Survey, Red Lake Area, District of Kenora; O.G.S. Preliminary Map 1574 (Bateman
Twp.), 1978.

Rigg, D.M. and Hogg, G. Exploration Activities of Rubicon Minerals
corporation on the McFinley Property, Red Lake , Ontario. Form 43-101F1
Technical Report, May 12, 2003.

Sanborn-Barrie, M., Skulski, T., and Parker, J., 2001. Three hundred million
years of tectonic history recorded by the Red Lake greenstone belt, Ontario;
Geological Survey of Canada, Current Research 2001-C19, 30 p.

Sanborn-Barrie, M., Skulski, T., Parker, J., and Dube, B., 2000. Integrated
regional analysis of the Red Lake greenstone belt and its mineral deposits,
western Superior Province, Ontario; Geological Survey of Canada, Current
Research 2000-C18, 16 p.

Watkins, J.J, 1998. Gold mine potential of the Dorion-McCuaig corridor, Red
Lake property; internal company report prepared for Rubicon Minerals Corp., 28
p..43

Wetmore, D. Trenching & Initial Bulk Sampling, McFinley Property, Red Lake,
Ontario; James Wade Engineering Ltd., May 20, 1981.

Wilson, G.C. Petrographic Examination of McFinley Samples; Rept. Prepared by
Turnstone Geol. Services Ltd., February 19, 1986.

Wyslozil, D.M. Investigation of the Recovery of Gold and Silver from Samples
Submitted by Wade Engineering Ltd., Progress Report No. 1; Lakefield Research of
Canada Limited, July 29, 1981.

|169
|---

---

CERTIFICATE OF AUTHORI, Ian R. Cunningham-Dunlop, P.Eng, do hereby certify that:
I am currently a Consulting Geologist with an office located at 2537
  Sechelt Drive, North Vancouver, B.C. V7H 1N7
  I graduated with the degree of Bachelor of Applied Science (Geological
  Engineering) from Queen's University, Kingston, Ontario, in 1984
  I am a member of the Prospectors and Developers Association of Canada, the
  Canadian Institute of Mining and Metallurgy, the Association of Professional
  Engineers of Ontario, and the Association of Professional Engineers and
  Geoscientists of B.C (Membership # 27221)
  I have worked in the Mining Industry as a geologist for 20 years since my
  graduation from University.
  I have read the definition of "qualified person" set out in
  National Instrument 43-101, and certify that by reason of my education,
  affiliation with professional associations and past relevant work experience,
  I fulfill the requirements to be a "qualified person" for the purposes of NI
  43-101.
  I am responsible for the preparation of all sections of the report titled
  "Exploration Activities of Rubicon Minerals Corporation on the McFinley
  Property, Red Lake, Ontario" relating to the McFinley Red Lake Property. I
  have worked on the property as a Consulting Geologist in a technical capacity
  since October 2003 and personally supervised the 2003 Fall Relog Program and
  the 2004 Winter Drill Program.
  I am not aware of any material fact or material change with respect to the
  subject matter of the Technical Report that is not reflected in the Technical
  Report, the omission to disclose which make the Technical Report misleading.
  I am not independent of the issuer applying all the tests in Section 1.5
  of National Instrument 43-101 and acknowledge that I hold securities of the
  Company in the form of a stock option agreement.
  I have read National Instrument 43-101 and Form 43-101F1, and the
  Technical Report has been prepared in compliance with that instrument and
  form.
  I consent to the filing of the Technical Report with any stock exchange
  and other regulatory authority and any publication by them, including
  electronic publication in the public company files on their websites
  accessible by the public, of the Technical Report.Dated this 23rd day of April, 2003 in Vancouver, B.C.

|                                
|--------------------------------
|/s/ Ian R.
    Cunningham-Dunlop
|                                
|Signature of Qualified Person   
|                                
|                                
|Ian R.
    Cunningham-Dunlop    
|                                
|Name of Qualified Person        

|170
|---

---

Appendix 1
List of Mining Lease, Licenses of Occupation and Patented Claims
1/Mining Lease
License
      Description
      Township
      Anniv. Date
      Hectares104721
      KRL503297 -
      Bateman
      1986-Nov-01
      56.033503299, 526262.
      
      Sub-total:
      56.033

2/Licenses of Occupation

> License
>       Description
>       Township
>       Anniv. Date
>       Hectares3186
>       KRL2155
>       Bateman
>       1945-Aug-01
>       9.91533187
>       KRL2156
>       Bateman
>       1945-Aug-01
>       13.6783289
>       K1498
>       Bateman
>       1945-Oct-01
>       11.0483290
>       K1499
>       Bateman
>       1945-Oct-01
>       2.4283370
>       K1493
>       Bateman
>       1946-Mar-01
>       5.0183371
>       K1494
>       Bateman
>       1946-Mar-01
>       18.7373372
>       K1495
>       Bateman
>       1946-Mar-01
>       10.1173380
>       K1497
>       Bateman
>       1946-Mar-01
>       6.1113381
>       KRL246
>       Bateman
>       1946-Mar-01
>       4.3303382
>       KRL247
>       Bateman
>       1946-Mar-01
>       4.53210830
>       KRL11038-39
>       Bateman
>       1947-Jan-01
>       28.67210499
>       K11487
>       Bateman
>       1941-Nov-01
>       5.73810834
>       KRL11031
>       Bateman
>       1947-Jan-01
>       17.88710835
>       K954 (rec. as
>       Bateman
>       1947-Jan-01
>       9.267KRL18152)10836
>       K955 (rec. as
>       Bateman
>       1947-Jan-01
>       9.955KRL18515)10952
>       KRL18514
>       Bateman
>       1947-Oct-01
>       17.47811111
>       KRL18735
>       Bateman
>       1950-Jan-01
>       12.22611112
>       KRL18457
>       Bateman
>       1950-Jan-01
>       10.96711114
>       KRL18373
>       Bateman
>       1950-Jan-01
>       7.73411115
>       KRL18374
>       Bateman
>       1950-Jan-01
>       19.68811116
>       KRL18375
>       Bateman
>       1950-Jan-01
>       22.86911117
>       KRL18376
>       Bateman
>       1950-Jan-01
>       15.01810495
>       KRL11483
>       Bateman
>       1941-Nov-01
>       6.71810496
>       K11482
>       Bateman
>       1948-Nov-01
>       5.63710497
>       K11481
>       Bateman
>       1941-Nov-01
>       14.148Sub-total:
>       289.916

|171
|---

---

3/Patented Claims

> Claim No.
>       Parcel
>       Township
>       Anniv. Date
>       HectaresK1498
>       992
>       Bateman
>       -K1499
>       993
>       Bateman
>       -K1493
>       994
>       Bateman
>       -K1494
>       995
>       Bateman
>       -K1495
>       996
>       Bateman
>       -KRL246
>       997
>       Bateman
>       -KRL247
>       998
>       Bateman
>       -K1497
>       999
>       Bateman
>       -KRL11481
>       1446
>       Bateman
>       -KRL11482
>       1447
>       Bateman
>       -KRL11483
>       1448
>       Bateman
>       -KRL11487
>       1452
>       Bateman
>       -K954 (recorded as KRL 18152)
>       1977
>       Bateman
>       -K955 (recorded as KRL 18515)
>       1978
>       Bateman
>       -KRL18457
>       2449
>       Bateman
>       -KRL18735
>       2450
>       Bateman
>       -Sub-total
>       400acres

|172
|---

---

Appendix 2 
2003 Summer Re-log Program - Summary of DDH Locations



|Area  | Target        | Hole   | UTM      | UTM     | Elev | TRUE | Dip | Relogged | Date           | Length  
|----- | ------------- | ------ | -------- | ------- | ---- | ---- | --- | -------- | -------------- | --------
|      |               | No.    | Northing | Easting | (m)  | Az   |     | by       | Re-logged      | (m)     
|MAC-2 | McFinley Seq. | 83-011 | 5664480  | 448269  | 358  | 137  | -45 | JDW      | June 2003      | 140.76  
|      |               | 84-07  | 5663997  | 448242  | 371  | 137  | -50 | JDW      | June
    2003  | 131.67  
|      |               | 84-36  | 5663975  | 448221  | 369  | 137  | -49 | JDW      | June
    2003  | 136.25  
|      |               | 84-58  | 5663657  | 447953  | 372  | 137  | -52 | JDW      | July
    2003  | 200.25  
|      |               | 84-59  | 5663514  | 447923  | 367  | 137  | -57 | JDW      | July
    2003  | 121.01  
|      |               | 84-60  | 5663427  | 447837  | 371  | 137  | -52 | JDW      | July
    2003  | 123.75  
|      |               | 84-61  | 5663321  | 447767  | 370  | 137  | -51 | JDW      | July
    2003  | 172.82  
|      |               | 84-64  | 5664062  | 448222  | 371  | 137  | -65 | JDW      | July
    2003  | 227.69  
|      |               | 84-65  | 5664079  | 448247  | 371  | 137  | -62 | JDW      | June
    2003  | 264.26  
|      |               | 84-66  | 5663738  | 448005  | 366  | 137  | -65 | JDW      | June
    2003  | 258.17  
|      |               | 84-68  | 5664103  | 448267  | 368  | 137  | -66 | JDW      | July
    2003  | 239.27  
|      |               | 86-024 | 5663870  | 447839  | 365  | 137  | -80 | DG       | Aug
    2003   | 374.29  
|      |               | 86-029 | 5663917  | 447792  | 369  | 137  | -85 | DG       | Aug
    2003   | 447.75  
|      |               | 86-034 | 5663967  | 447747  | 366  | 137  | -84 | PD       | Sept
    2003  | 575.46  
|      |               | 86-042 | 5663885  | 447704  | 375  | 137  | -83 | JDW      | July
    2003  | 572.41  
|      |               | U-500  | 5663991  | 448116  | 249  | 149  | -22 | DR/JDW   | July-Oct. 2003 | 113.08  
|      |               | U-794  | 5663956  | 448162  | 248  | 47   | -90 | DR/JDW   | Aug
    2003   | 0.00    
|      |               | U-798  | 5663842  | 447822  | 251  | 134  | -46 | JDW      | April
    2003 | 335.89  
|      |               | U-802  | 5663842  | 447822  | 251  | 139  | -63 | JDW      | April 2003     | 392.13  
|      | Total         |        |          |         |      |      |     |          |                | 4,826.90



|173
|---

---

Appendix 3 
2003 Summer Re-log Program - Summary of assay values > 1 Au g/t
Assay certificates are available on file at the Head Office of Rubicon Minerals
Corporation, Vancouver.

|DDH       | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                               
|--------- | -------- | ------ | ------------ | -------- | ---------------------------------------
|          |          |        |              |          |                                        
|84-07     | 109.58   | 110.19 | 0.61         | 1.48     | Weakly Deformed Chl- Bio-Carb Basalt   
|          |          |        |              |          |                                        
|84-37     | 78.33    | 79.98  | 1.65         | 1.51     | Bio'c Basalt and Carb-Quartz Veins     
|          |          |        |              |          |                                        
|84-36     | 12.65    | 12.95  | 0.30         | 8.81     | Sulphide-Breccia Vein                  
|          |          |        |              |          |                                        
|84-59     | 55.78    | 56.69  | 0.91         | 1.22     | Weak-Moderate Def'd Bio'c Basalt       
|          |          |        |              |          |                                        
|84-60     | 65.84    | 66.45  | 0.61         | 1.01     | Weakly Deformed Massive Basalt         
|          |          |        |              |          |                                        
|          | 85.56    | 86.47  | 0.91         | 1.09     | Weakly Deformed Chloritic Basalt       
|          |          |        |              |          |                                        
|84-64     | 79.86    | 80.77  | 0.91         | 4.48     | Altered Iron Formation (Footwall Chert)
|          | 97.38    | 97.99  | 0.61         | 1.12     | Weak-Moderate Def'd Bio'c Basalt       
|          |          |        |              |          |                                        
|84-68     | 144.78   | 145.39 | 0.61         | 1.26     | Contact Zone                           
|          |          |        |              |          |                                        
|86-024    | 97.23    | 98.15  | 0.91         | 1.58     | Banded Iron Formation                  
|          |          |        |              |          |                                        
|          | 137.46   | 141.73 | 4.27         | 1.62     | Banded Iron Formation                  
|including | 138.38   | 139.29 | 0.91         | 3.28     | Banded Iron Formation                  
|          |          |        |              |          |                                        
|          | 150.33   | 151.18 | 0.85         | 1.07     | Weak-Moderate Def'd Biotite Basalt     
|          |          |        |              |          |                                        
|          | 167.03   | 167.34 | 0.30         | 175.50   | Banded Iron Formation                  
|          |          |        |              |          |                                        
|          | 211.38   | 214.88 | 3.50         | 1.70     | Sulphidized Banded Iron Formation      
|          |          |        |              |          |                                        
|          | 217.32   | 223.57 | 6.25         | 1.38     | Moderate Deformed Biotite Basalt       
|including | 221.89   | 222.81 | 0.91         | 4.14     | Weakly Sul'd Banded Iron Formation     
|          |          |        |              |          |                                        
|86-029    | 120.70   | 121.31 | 0.61         | 2.64     | Argillite                              
|          |          |        |              |          |                                        
|          | 227.38   | 227.99 | 0.61         | 3.08     | Sulphidic Sediments                    
|          |          |        |              |          |                                        
|          | 241.89   | 242.26 | 0.37         | 2.39     | Quartz-Ankerite-Sulphide Vein          
|          |          |        |              |          |                                        
|          | 336.35   | 336.65 | 0.30         | 59.10    | Banded Iron Formation                  
|          |          |        |              |          |                                        
|          | 346.86   | 347.47 | 0.61         | 1.33     | Moderate Def'd Biotite Amygdule Basalt 
|          |          |        |              |          |                                        
|          | 371.09   | 372.01 | 0.91         | 1.12     | Moderate Def'd Biotite Amygdule Basalt 
|          |          |        |              |          |                                        
|          | 384.05   | 384.96 | 0.91         | 1.45     | Moderate Def'd Biotite Amygdule Basalt 
|DDH       | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                               
|          |          |        |              |          |                                        
|86-034    | 9.94     | 10.24  | 0.30         | 1.09     |                                        



|174
|---

---





|86-042 | 414.92 | 415.35 | 0.43 | 3.06  | Altered Iron Formation                 
|------ | ------ | ------ | ---- | ----- | ---------------------------------------
|       |        |        |      |       |                                        
|U-500  | 46.63  | 47.24  | 0.61 | 1.20  | Moderate Deformed Foliated Basalt      
|       |        |        |      |       |                                        
|U-794  | 81.69  | 83.21  | 1.52 | 4.58  | Intermediate Dyke                      
|       |        |        |      |       |                                        
|       | 106.68 | 107.44 | 0.76 | 1.11  | Moderate Sil'd to Carbonate Basalt     
|       |        |        |      |       |                                        
|       | 108.97 | 109.73 | 0.76 | 1.84  | Moderate Sil'd to Carbonate Basalt     
|       |        |        |      |       |                                        
|       | 124.21 | 124.97 | 0.76 | 1.25  | D2 Vein                                
|       |        |        |      |       |                                        
|U-798  | 83.06  | 83.64  | 0.58 | 1.57  | Quartz-Sulphide Vein (D-Vein?)         
|       |        |        |      |       |                                        
|       | 89.82  | 90.83  | 1.01 | 23.90 | Iron Formation ("Footwall Chert")      
|       |        |        |      |       |                                        
|U-802  | 17.74  | 18.38  | 0.64 | 4.10  | Sulphide-Quartz Zone                   
|       |        |        |      |       |                                        
|       | 88.09  | 89.15  | 1.07 | 1.36  | Altered Iron Formation                 
|       |        |        |      |       |                                        
|       | 103.14 | 104.85 | 1.71 | 1.29  | Altered Iron Formation (FW or C1 Chert)
|       |        |        |      |       |                                        
|       | 218.66 | 219.58 | 0.91 | 1.98  | Weak Deformed Bio'c and Chl'c Basalt   
|       |        |        |      |       |                                        
|       | 355.40 | 358.29 | 2.89 | 1.06  | Weakly Deformed Biotite Basalt         
|       |        |        |      |       |                                        
|       | 359.66 | 360.88 | 1.22 | 14.75 | Weakly Deformed Biotite Basalt         



|175
|---

---

Appendix 4 
2003 Summer Diamond Drill Program - Summary of DDH Locations

|Area  | Target          | Hole     | UTM      | UTM     | Section | Elev   | TRUE  | Dip | Start    | End      | Length  
|----- | --------------- | -------- | -------- | ------- | ------- | ------ | ----- | --- | -------- | -------- | --------
|      |                 | No.      | Northing | Easting |         | m      | Az    |     | Date     | Date     | m       
|      |                 |          |          |         | MAC-1   |        |       |     | July 25, | July 29, |         
|MAC-1 | MAC-1
    Vein  | MF-03-45 | 5664652  | 448289  | 9N      | 358.10 | 105   | -45 | 2003     | 2003     | 179.00  
|      |                 |          |          |         | MAC-1   |        |       |     | July 29, | July 31, |         
|      | MAC-1
    Vein  | MF-03-46 | 5664652  | 448289  | 9N      | 356.23 | 105   | -62 | 2003     | 2003     | 358.00  
|      |                 |          |          |         |         |        |       |     | July 31, | Aug. 5,  |         
|      | MAC-1
    Vein  | MF-03-47 | 5664700  | 448290  | Oblique | 357.59 | 85    | -45 | 2003     | 2003     | 368.00  
|      |                 |          |          |         | MAC-1   |        |       |     | Aug. 13, | Aug. 15, |         
|      | MAC-1 Vein      | MF-03-50 | 5664597  | 448262  | 7N      | 362.32 | 105   | -40 | 2003     | 2003     | 198.00  
|      | Subtotal        |          |          |         |         |        |       |     |          |          | 1,103.00
|      |                 |          |          |         |         |        |       |     |          |          |         
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|North |                 |          |          |         | Grid    |        |       |     | Aug. 16, | Aug. 17, |         
|Mine  | C-Zone          | MF-03-51 | 5664037  | 448224  | 10300N  | 370.46 | 136.9 | -45 | 2003     | 2003     | 169.00  
|      | Subtotal        |          |          |         |         |        |       |     |          |          | 169.00  
|      |                 |          |          |         |         |        |       |     |          |          |         
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|South | Aspy follow     |          |          |         | Grid    |        |       |     | Aug. 6,  | Aug. 10, |         
|Mine  | up              | MF-03-48 | 5663578  | 447618  | 7820N   | 366.43 | 136.9 | -54 | 2003     | 2003     | 336.00  
|      | Subtotal        |          |          |         |         |        |       |     |          |          | 336.00  
|      |                 |          |          |         |         |        |       |     |          |          |         
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|South | M-71
    follow |          |          |         | Grid    |        |       |     | Aug. 11, | Aug. 13, |         
|Mine  | up              | MF-03-49 | 5663858  | 448013  | 9400N   | 368.87 | 136.9 | -45 | 2003     | 2003     | 236.00  
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|      | U-798           |          |          |         | Grid    |        |       |     | Aug. 18, | Aug. 23, |         
|      | follow
    up   | MF-03-52 | 5663741  | 447916  | 8900N   | 366.78 | 136.9 | -80 | 2003     | 2003     | 469.00  
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|      | U-798           |          |          |         | Grid    |        |       |     | Aug. 24, | Aug. 29, |         
|      | follow
    up   | MF-03-53 | 5663724  | 447898  | 8820N   | 368.24 | 136.9 | -80 | 2003     | 2003     | 420.00  
|      |                 |          |          |         | Mine    |        |       |     |          |          |         
|      | M-71
    follow |          |          |         | Grid    |        |       |     | Aug. 29, | Sept. 1, |         
|      | up              | MF-03-54 | 5663869  | 448003  | 9400N   | 366.68 | 136.9 | -45 | 2003     | 2003     | 325.00  
|      | Subtotal        |          |          |         |         |        |       |     |          |          | 1,450.00
|      |                 |          |          |         |         |        |       |     |          |          |         
|      | Grand           |          |          |         |         |        |       |     |          |          |         
|      | Total           |          |          |         |         |        |       |     |          |          | 3,058.00



|176
|---

---

Appendix 5 
2003 Summer Diamond Drill Program - Summary of assay values > 1 Au g/tAssay certificates are
available on file at the Head Office of Rubicon Minerals Corporation, Vancouver.

|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                           
|------- | -------- | ------ | ------------ | -------- | -----------------------------------
|        |          |        |              |          |                                    
|MF03-45 | 8.25     | 8.65   | 0.40         | 2.33     | Mod Dfmd Chl & Bt Bas              
|        |          |        |              |          |                                    
|        | 56.00    | 57.00  | 1.00         | 2.21     | Wkly Dfmd Massive
    Basalt       
|        |          |        |              |          |                                    
|        | 98.25    | 98.70  | 0.45         | 1.59     | Wkly Dfmd Altered Pillwd Basalt    
|        | 98.70    | 99.60  | 0.90         | 1.21     | Wkly Dfmd Altered Pillwd Basalt    
|        | 98.25    | 99.60  | 1.35         | 1.34     | Average                            
|        |          |        |              |          |                                    
|        | 108.20   | 109.20 | 1.00         | 1.21     | Wkly Dfmd Biotitic
    Basalt      
|        |          |        |              |          |                                    
|        | 111.10   | 112.00 | 0.90         | 1.61     | Wkly Dfmd Altered
    Pillwd Basalt
|        |          |        |              |          |                                    
|        | 163.85   | 164.45 | 0.60         | 1.29     | Mod Dfmd Biotitic
    Basalt       
|        |          |        |              |          |                                    
|MF03-46 | 60.50    | 61.00  | 0.50         | 1.17     | Wk Dfmd Altered
    Massive Basalt 
|        |          |        |              |          |                                    
|        | 116.00   | 116.50 | 0.50         | 3.19     | Wk Dfmd Wk Biotitic Basalt         
|        | 116.50   | 117.50 | 1.00         | 1.04     | Wk Dfmd Wk Biotitic Basalt         
|        | 117.50   | 118.10 | 0.60         | 0.78     | Wk Dfmd Wk Biotitic Basalt         
|        | 118.10   | 118.50 | 0.40         | 4.79     | Wk Dfmd Wk Biotitic Basalt         
|        | 118.50   | 119.40 | 0.90         | 0.60     | Wk Dfmd Wk Biotitic Basalt         
|        | 119.40   | 120.10 | 0.70         | 1.55     | Wk Dfmd Wk Biotitic Basalt         
|        | 120.10   | 120.70 | 0.60         | 1.10     | Qtz-Carb-Chl Vein                  
|        | 120.70   | 121.70 | 1.00         | 1.01     | Wk Dfmd Wk Biotitic Basalt         
|        | 116.00   | 121.70 | 5.70         | 1.46     | Average                            
|        |          |        |              |          |                                    
|        |          |        |              |          |                                    
|        | 138.80   | 139.80 | 1.00         | 1.29     | Wk-Mod Dfmd Chl & Bt
    Basalt    
|        |          |        |              |          |                                    
|        | 141.60   | 141.90 | 0.30         | 1.51     | Wk-Mod Dfmd Chl & Bt
    Basalt    
|        |          |        |              |          |                                    
|        | 190.55   | 190.85 | 0.30         | 1.98     | Mod-Strng Dfmd Biotitic Basalt     
|        | 190.55   | 190.85 | 0.30         | 1.98     | Mod-Strng Dfmd Biotitic Basalt     
|        | 190.85   | 191.30 | 0.45         | 0.03     | Mod-Strng Dfmd Biotitic Basalt     
|        | 191.30   | 191.90 | 0.60         | 6.87     | Mod-Strng Dfmd Biotitic Basalt     
|        | 190.55   | 191.90 | 1.35         | 3.50     | Average                            
|        |          |        |              |          |                                    
|        | 212.50   | 213.75 | 1.25         | 1.07     | Wkly Dfmd Pillowed
    Basalt      
|        |          |        |              |          |                                    
|        | 256.50   | 257.50 | 1.00         | 1.47     | Wkly Dfmd Chl-Bt
    Basalt        
|        |          |        |              |          |                                    
|        | 329.80   | 330.55 | 0.75         | 6.50     | Qtz-Sx Shear Vein                  
|        |          |        |              |          |                                    
|        | 350.50   | 351.00 | 0.50         | 9.33     | Str Dfmd Sx Vnd Talc-Ank
    UM    
|        |          |        |              |          |                                    
|MF03-47 | 30.70    | 31.20  | 0.50         | 2.43     | Qtz-Sx Bx Vein                     
|        |          |        |              |          |                                    
|        | 44.30    | 44.70  | 0.40         | 4.34     | Mod Dfmd Biotitic
    Basalt       
|        |          |        |              |          |                                    
|        | 112.30   | 112.70 | 0.40         | 1.37     | Wkly Dfmd Altered
    Basalt       
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                           
|        |          |        |              |          |                                    
|        | 196.60   | 197.00 | 0.40         | 1.71     | Qtz-Bx Vein (D2 Shear
    Vein)    

|   
|---
|177

---



|        | 206.25   | 206.65 | 0.40         | 1.46     | Wkly Dfmd Chl & Bt
    Basalt   
|------- | -------- | ------ | ------------ | -------- | --------------------------------
|        |          |        |              |          |                                 
|        | 220.20   | 220.90 | 0.70         | 1.16     | Wkly Dfmd Chl & Bt
    Basalt   
|        |          |        |              |          |                                 
|        | 239.50   | 239.80 | 0.30         | 1.07     | Wk-Mod Dfmd Chloritic
    Basalt
|        |          |        |              |          |                                 
|        | 337.20   | 337.90 | 0.70         | 3.31     | Wkly Dfmd Chloritic
    Basalt  
|        |          |        |              |          |                                 
|        | 343.20   | 343.60 | 0.40         | 1.98     | Qtz-Sx Vein                     
|        |          |        |              |          |                                 
|MF03-48 | 72.40    | 72.85  | 0.45         | 7.64     | Dirty IF/Argillite              
|        |          |        |              |          |                                 
|        | 74.60    | 75.00  | 0.40         | 1.42     | Wkly Dfmd Biotitic
    Basalt   
|        |          |        |              |          |                                 
|        | 99.30    | 99.70  | 0.40         | 1.01     | Altered IF                      
|        |          |        |              |          |                                 
|        | 102.70   | 103.50 | 0.80         | 1.73     | Wkly Dfmd Wkly Biotitic Basalt  
|        | 110.65   | 111.40 | 0.75         | 7.09     | Altered IF ("C2")               
|        | 111.40   | 111.90 | 0.50         | 13.25    | Altered IF ("C2")               
|        | 110.65   | 111.90 | 1.25         | 9.55     | Average                         
|        |          |        |              |          |                                 
|        | 123.70   | 124.20 | 0.50         | 1.01     | Wkly Dfmd Biotitic
    Basalt   
|        |          |        |              |          |                                 
|        | 158.50   | 159.00 | 0.50         | 1.05     | Wk-Mod Dfmd Chl & Bt
    Basalt 
|        |          |        |              |          |                                 
|        | 283.70   | 284.20 | 0.50         | 3.38     | Wk-Mod Dfmd Pillowed
    Basalt 
|        | 322.10   | 322.60 | 0.50         | 3.26     | Wkly Dfmd Chl & Bt Basalt       
|        | 322.10   | 322.60 | 0.50         | 3.26     | Wkly Dfmd Chl & Bt Basalt       
|        | 322.60   | 323.60 | 1.00         | 0.02     | Wkly Dfmd Chl & Bt Basalt       
|        | 323.60   | 324.20 | 0.60         | 0.09     | Wkly Dfmd Chl & Bt Basalt       
|        | 324.20   | 325.00 | 0.80         | 0.10     | Wkly Dfmd Chl & Bt Basalt       
|        | 325.00   | 325.60 | 0.60         | 2.65     | D2 - Shear Vein                 
|        | 325.60   | 326.60 | 1.00         | 1.23     | Wkly Dfmd Chl & Bt Basalt       
|        | 322.10   | 326.60 | 4.50         | 1.01     | Average                         
|        |          |        |              |          |                                 
|        |          |        |              |          |                                 
|        |          |        |              |          |                                 
|MF03-49 | 10.00    | 10.90  | 0.90         | 2.67     | Wkly Dfmd Biotitic Basalt       
|        | 10.90    | 11.60  | 0.70         | 10.55    | D-Vein System                   
|        | 11.60    | 12.45  | 0.85         | 6.90     | D-Vein System                   
|        | 12.45    | 13.15  | 0.70         | 0.59     | Wkly Dfmd Biotitic Basalt       
|        | 13.15    | 14.00  | 0.85         | 0.17     | Wkly Dfmd Biotitic Basalt       
|        | 14.00    | 14.65  | 0.65         | 0.09     | Wkly Dfmd Biotitic Basalt       
|        | 14.65    | 15.40  | 0.75         | 8.99     | Altered IF ("Footwall Chert")   
|        | 15.40    | 16.30  | 0.90         | 9.95     | Altered IF ("Footwall Chert")   
|        | 10.00    | 16.30  | 6.30         | 5.07     | Average                         
|        | 10.90    | 12.45  | 1.55         | 8.55     | including                       
|        | 14.65    | 16.30  | 1.65         | 9.51     | including                       
|        |          |        |              |          |                                 
|        | 50.50    | 51.10  | 0.60         | 1.55     | Wkly Dfmd Bt & Chl Bas          
|        |          |        |              |          |                                 
|        |          |        |              |          |                                 
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                        
|        |          |        |              |          |                                 
|        | 136.40   | 136.80 | 0.40         | 1.48     | Wkly Dfmd Biotitic
    Basalt   
|        |          |        |              |          |                                 
|        | 187.70   | 188.50 | 0.80         | 1.92     | Wkly Dfmd Chl & Bt Basalt       
|        | 188.50   | 189.10 | 0.60         | 3.34     | Wkly Dfmd Chl & Bt Basalt       
|        | 187.70   | 189.10 | 1.40         | 2.53     | Average                         

|   
|---
|178

---



|        |          |        |              |          |                                    
|------- | -------- | ------ | ------------ | -------- | -----------------------------------
|MF03-50 | 69.60    | 70.60  | 1.00         | 1.89     | Wk Dfmd Altd Msv
    Basalt        
|        |          |        |              |          |                                    
|        | 91.95    | 92.35  | 0.40         | 1.86     | Wk Dfmd Biotitic
    Basalt        
|        |          |        |              |          |                                    
|        | 150.10   | 150.40 | 0.30         | 3.40     | Argillite                          
|        |          |        |              |          |                                    
|        | 155.10   | 155.80 | 0.70         | 1.05     | Ank-Sx Vein System                 
|        |          |        |              |          |                                    
|        | 160.00   | 160.40 | 0.40         | 1.63     | Carb-Chl Vein                      
|        |          |        |              |          |                                    
|MF03-51 | 16.60    | 16.90  | 0.30         | 1.08     | Sheared Altered IF                 
|        |          |        |              |          |                                    
|        | 18.25    | 18.75  | 0.50         | 1.32     | Altered IF                         
|        |          |        |              |          |                                    
|        | 36.65    | 37.60  | 0.95         | 4.39     | Wkly Dfmd Biotitic
    Basalt      
|        |          |        |              |          |                                    
|        | 39.55    | 40.00  | 0.45         | 1.19     | Wkly Dfmd & Vnd
    Biotitic Basalt
|        |          |        |              |          |                                    
|        | 52.30    | 53.25  | 0.95         | 7.99     | Altered IF                         
|        |          |        |              |          |                                    
|        | 60.90    | 61.25  | 0.35         | 1.17     | Wk-Mod Dfmd Bt Bas
    (D2-Shear)  
|        |          |        |              |          |                                    
|        | 109.00   | 109.50 | 0.50         | 2.58     | Qtz-Py Vein                        
|        | 127.40   | 127.90 | 0.50         | 1.15     | Wk Dfmd Sericitic Zone             
|        | 127.90   | 128.90 | 1.00         | 0.16     | Mod Dfmd Bt & Chl Bas              
|        | 128.90   | 129.90 | 1.00         | 2.82     | Mod Dfmd Bt & Chl Bas              
|        | 127.40   | 129.90 | 2.50         | 1.42     | Average                            
|        |          |        |              |          |                                    
|        | 139.90   | 140.50 | 0.60         | 2.07     | Wk Dfmd Biotitic Basalt            
|        | 140.50   | 140.80 | 0.30         | 1.46     | Wk Dfmd Biotitic Basalt            
|        | 139.90   | 140.80 | 0.90         | 1.87     | Average                            
|        |          |        |              |          |                                    
|MF03-52 | 19.90    | 20.40  | 0.50         | 7.36     | Alt'd Iron Formation
    (FW Chert)
|        |          |        |              |          |                                    
|        | 97.30    | 97.80  | 0.50         | 1.11     | M-Str Def'd Biotitic
    Basalt    
|        |          |        |              |          |                                    
|        | 101.40   | 102.20 | 0.80         | 2.75     | M-Str Def'd Biotitic
    Basalt    
|        |          |        |              |          |                                    
|        | 141.40   | 141.70 | 0.30         | 3.16     | Mod Def'd Pillowed
    Basalt      
|        |          |        |              |          |                                    
|MF03-53 | 5.59     | 6.52   | 0.93         | 1.32     | Wkly Altered IF                    
|        |          |        |              |          |                                    
|        | 15.70    | 16.00  | 0.30         | 3.97     | 'D' Vein - Sx Bx Vein              
|        | 16.00    | 16.91  | 0.91         | 1.35     | Mod Bt Altered Basalt              
|        | 16.91    | 17.68  | 0.77         | 1.51     | Sx Bx Vein                         
|        | 15.70    | 17.68  | 1.98         | 1.80     | Average                            
|        |          |        |              |          |                                    
|        |          |        |              |          |                                    
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                           
|        |          |        |              |          |                                    
|        | 112.87   | 113.70 | 0.83         | 4.75     | Bx Vein                            
|        |          |        |              |          |                                    
|        | 138.32   | 138.71 | 0.39         | 1.95     | Variably Chl/Bt
    Altered Basalt 
|        |          |        |              |          |                                    
|        | 146.84   | 146.98 | 0.14         | 5.54     | Altered IF                         
|        |          |        |              |          |                                    
|        | 174.80   | 175.79 | 0.99         | 1.50     | Chl-Bt Altered Pillow
    Basalt   
|        |          |        |              |          |                                    
|        | 217.20   | 218.14 | 0.94         | 1.75     | Qtz-Aspy Replacement
    Zone      

|   
|---
|179

---



|        |        |        |      |      |                                     
|------- | ------ | ------ | ---- | ---- | ------------------------------------
|MF03-54 | 15.70  | 16.70  | 1.00 | 1.11 | BIF                                 
|        | 16.70  | 17.90  | 1.20 | 1.33 | BIF                                 
|        | 15.70  | 17.90  | 2.20 | 1.23 | Average                             
|        |        |        |      |      |                                     
|        | 23.60  | 24.20  | 0.60 | 4.80 | D-Vein                              
|        | 24.20  | 24.60  | 0.40 | 0.20 | Sulphidic Bt Basalt                 
|        | 24.60  | 25.30  | 0.70 | 1.22 | Sx Vein Zone/Shear                  
|        | 23.60  | 25.30  | 1.70 | 2.24 | Average                             
|        |        |        |      |      |                                     
|        | 29.00  | 30.00  | 1.00 | 1.87 | BIF (C1)                            
|        | 30.00  | 30.75  | 0.75 | 2.49 | BIF (C1)                            
|        | 29.00  | 30.75  | 1.75 | 2.14 | Average                             
|        |        |        |      |      |                                     
|        | 33.55  | 34.55  | 1.00 | 8.28 | Qtz-Ank Shear                       
|        |        |        |      |      |                                     
|        | 37.25  | 38.00  | 0.75 | 1.32 | Strngly Dfmd Amyg Bt
    Basalt     
|        |        |        |      |      |                                     
|        | 63.25  | 63.75  | 0.50 | 1.49 | Wkly Dfmd Basalt                    
|        |        |        |      |      |                                     
|        | 143.35 | 144.35 | 1.00 | 2.30 | Sx Zone                             
|        |        |        |      |      |                                     
|        | 195.90 | 197.90 | 2.00 | 1.62 |                                     
|        |        |        |      |      |                                     
|        | 204.05 | 204.80 | 0.75 | 1.23 | Str Alt Qtz Vnd Sx
    Rich Cntct Zn

|   
|---
|180

---

Appendix 6 
2003 Fall Re-log Program - Summary of DDH Locations

|Area  | Target        | Hole   | UTM      | UTM     | Elev | TRUE | Dip | Relogged By | Date Re-      | Length  
|----- | ------------- | ------ | -------- | ------- | ---- | ---- | --- | ----------- | ------------- | --------
|      |               | No.    | Northing | Easting | (m)  | Az   |     |             | logged        | (m)     
|MAC-2 | McFinley Seq. | 84-21  | 5664016  | 447995  | 365  | 90   | -82 | JDW         | Oct. 2003     | 212.45  
|      |               | 84-24  | 5664018  | 447909  | 365  | 90   | -80 | PD          | Nov.
    2003 | 380.09  
|      |               | 84-25  | 5663978  | 447865  | 370  | 90   | -54 | PD          | Nov.
    2003 | 388.62  
|      |               | 84-46  | 5663966  | 448188  | 369  | 90   | -51 | JDW         | Nov.
    2003 | 139.29  
|      |               | 84-47  | 5663942  | 448209  | 369  | 90   | -51 | JDW         | Nov.
    2003 | 109.12  
|      |               | 84-48  | 5663891  | 448162  | 373  | 90   | -50 | JDW         | Nov.
    2003 | 124.05  
|      |               | 84-49  | 5663882  | 448120  | 374  | 90   | -51 | JDW         | Nov.
    2003 | 139.29  
|      |               | 84-50  | 5663861  | 448098  | 376  | 90   | -53 | JDW         | Nov.
    2003 | 166.73  
|      |               | 84-51  | 5663839  | 448079  | 376  | 90   | -49 | JDW         | Oct.
    2003 | 166.12  
|      |               | 84-55  | 5663798  | 448075  | 375  | 90   | -50 | JDW         | Oct.
    2003 | 153.31  
|      |               | 84-56  | 5663736  | 448049  | 365  | 90   | -49 | JDW         | Oct.
    2003 | 163.68  
|      |               | 84-57  | 5663698  | 448000  | 363  | 90   | -49 | JDW         | Oct.
    2003 | 199.64  
|      |               | 84-67  | 5663698  | 447957  | 367  | 90   | -54 | JDW         | Oct.
    2003 | 215.49  
|      |               | 86-018 | 5663985  | 448105  | 369  | 90   | -75 | JDW         | Nov.
    2003 | 169.77  
|      |               | 86-020 | 5663985  | 448107  | 368  | 90   | -70 | JDW         | Nov.
    2003 | 63.09   
|      |               | 86-021 | 5663978  | 448113  | 369  | 90   | -62 | JDW         | Nov.
    2003 | 185.93  
|      |               | 86-023 | 5663733  | 448050  | 365  | 90   | -62 | JDW         | Oct.
    2003 | 155.45  
|      |               | 86-025 | 5663733  | 448050  | 365  | 90   | -54 | JDW         | Oct.
    2003 | 148.13  
|      |               | 86-027 | 5663733  | 448050  | 365  | 90   | -80 | JDW         | Oct.
    2003 | 163.37  
|      |               | 86-034 | 5663967  | 447747  | 366  | 90   | -84 | PD          | Nov.
    2003 | 575.46  
|      |               | 86-048 | 5663884  | 448033  | 371  | 90   | -70 | JDW         | Nov.
    2003 | 232.26  
|      |               | 86-049 | 5663931  | 447992  | 362  | 90   | -55 | JDW         | Nov.
    2003 | 206.96  
|      |               | 86-053 | 5663861  | 448098  | 376  | 90   | -71 | JDW         | Oct.
    2003 | 245.67  
|      |               | U-498  | 5663991  | 448116  | 249  | 103  | -40 | JDW         | Nov.
    2003 | 91.44   
|      |               | U-499  | 5663991  | 448116  | 249  | 103  | -32 | JDW         | Nov.
    2003 | 91.44   
|      |               | U-501  | 5663990  | 448116  | 250  | 103  | -8  | JDW         | Nov.
    2003 | 148.13  
|      |               | U-517  | 5663990  | 448116  | 249  | 119  | -36 | JDW         | Nov.
    2003 | 89.92   
|      |               | U-518  | 5663990  | 448116  | 249  | 121  | -27 | JDW         | Nov.
    2003 | 111.86  
|      |               | U-519  | 5663990  | 448116  | 249  | 124  | -14 | JDW         | Nov.
    2003 | 89.92   
|      |               | U-521  | 5663991  | 448116  | 249  | 101  | -51 | JDW         | Oct.
    2003 | 91.74   
|      |               | U-670  | 5663897  | 448001  | 251  | 90   | 0   | JDW         | Oct.
    2003 | 208.48  
|      |               | U-808  | 5663867  | 447965  | 250  | 90   | -25 | JDW         | Oct. 2003     | 208.18  
|      | Total         |        |          |         |      |      |     |             |               | 5,835.08

|   
|---
|181

---

Appendix 7 
2003 Fall Re-Log Program - Summary of assay values >1 Au g/tAssay certificates are
available on file at the Head Office of Rubicon Minerals Corporation, Vancouver.

|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                              
|----- | -------- | ------ | ------------ | ------ | --------------------------------------
|      |          |        |              |        |                                       
|84-21 | 152.70   | 153.31 | 0.61         | 1.66   | Altered IF                            
|      |          |        |              |        |                                       
|      | 180.99   | 181.60 | 0.61         | 1.07   | Mod Dfmd Biotitic
    Basalt          
|      | 181.60   | 182.30 | 0.70         | 14.55  | Bleached & Veined Bas
    (Flt Zn)    
|      |          |        |              |        |                                       
|      | 189.68   | 190.59 | 0.91         | 1.05   | Wk-Mod Dfmd Biotitic
    Basalt       
|      |          |        |              |        |                                       
|      | 196.23   | 197.21 | 0.98         | 1.28   | Wk Dfmd Biotitic
    Basalt           
|      |          |        | 0.00         |        |                                       
|84-24 | 174.86   | 175.56 | 0.70         | 7.11   | Wk-mod def, bt-carb
    plw/ bslt/tuff
|      |          |        |              |        |                                       
|      | 218.27   | 218.91 | 0.64         | 1.05   | Laminated mfc/chem sed                
|      |          |        |              |        |                                       
|      | 220.04   | 220.49 | 0.46         | 1.37   | Poorly banded,
    siliceous Fe-Fm    
|      |          |        |              |        |                                       
|      | 221.77   | 222.20 | 0.43         | 1.53   | Chert-Po Fe-Fm                        
|      |          |        |              |        |                                       
|      | 241.28   | 241.71 | 0.43         | 1.90   | Cherty IF                             
|      |          |        |              |        |                                       
|      | 261.88   | 262.49 | 0.61         | 1.94   | Chert magnetite
    grunnerite Fe-Fm  
|      |          |        |              |        |                                       
|      | 279.07   | 279.50 | 0.43         | 1.84   | D-Vein                                
|      | 279.50   | 280.42 | 0.91         | 1.08   | D2 Shear Zone -
    Biotitic Basalt   
|      |          |        |              |        |                                       
|84-25 | 165.20   | 165.81 | 0.61         | 1.29   | Bnd chert magnetite-po
    IF         
|      |          |        |              |        |                                       
|      | 178.00   | 178.92 | 0.91         | 2.31   | Bnd bt-carb-qtz-po IF                 
|      |          |        |              |        |                                       
|      | 222.72   | 223.45 | 0.73         | 1.22   | Bnd chert-carb-chl-po
    IF          
|      | 223.45   | 224.06 | 0.61         | 3.21   | Bnd chert-carb-chl-po
    IF          
|      |          |        |              |        |                                       
|      | 234.70   | 235.40 | 0.70         | 20.90  | Bnd cherty fe-carb-bt
    altd IF     
|      |          |        |              |        |                                       
|      | 255.27   | 255.67 | 0.40         | 3.46   | Banded IF                             
|      |          |        |              |        |                                       
|      | 255.67   | 256.09 | 0.43         | 2.29   | Banded IF                             
|      |          |        |              |        |                                       
|      | 275.75   | 276.61 | 0.85         | 1.86   | Altered IF                            
|      |          |        |              |        |                                       
|      | 350.22   | 350.67 | 0.46         | 1.80   | Chl & Bio Basalt                      
|      |          |        |              |        |                                       
|84-46 | 22.56    | 23.50  | 0.94         | 3.28   | Altered IF ??
    (B-Vein?)           
|      | 23.50    | 24.38  | 0.88         | 1.69   | Wk Dfmd Biotitic
    Basalt           
|      |          |        |              |        |                                       
|      | 60.81    | 61.26  | 0.46         | 7.77   | Wk Dfmd Pillowed
    Basalt           
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                              

|   
|---
|182

---



|      |          |        |              |        |                                
|----- | -------- | ------ | ------------ | ------ | -------------------------------
|      | 61.26    | 62.03  | 0.76         | 1.15   | Wk Dfmd Pillowed
    Basalt    
|      |          |        |              |        |                                
|      | 67.67    | 68.58  | 0.91         | 1.46   | Wk Dfmd Bt & Chl
    Basalt    
|      | 68.58    | 69.49  | 0.91         | 12.65  | Wk Dfmd Bt & Chl
    Basalt    
|      |          |        |              |        |                                
|      | 81.99    | 82.91  | 0.91         | 1.02   | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 96.93    | 97.48  | 0.55         | 2.17   | Wk Dfmd Chl & Bt
    Basalt    
|      |          |        |              |        |                                
|      | 101.53   | 102.14 | 0.61         | 2.04   | Felsite                        
|      |          |        |              |        |                                
|84-47 | 44.65    | 45.02  | 0.37         | 1.37   | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 57.15    | 58.06  | 0.91         | 1.74   | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 62.18    | 63.09  | 0.91         | 2.67   | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 76.44    | 77.05  | 0.61         | 1.06   | Wk Dfmd Chl-Carb UM            
|      |          |        |              |        |                                
|      | 79.61    | 80.31  | 0.70         | 1.47   | Wk Dfmd Chl- Carb-
    Talc UM 
|      |          |        |              |        |                                
|      | 88.09    | 89.00  | 0.91         | 3.73   | Massive Chl-Carb Unit          
|      |          |        |              |        |                                
|84-48 | 9.91     | 10.42  | 0.52         | 1.26   | Wk-Mod Dfmd Talcose UM         
|      |          |        |              |        |                                
|84-49 | 65.35    | 65.65  | 0.30         | 1.31   | Wk-Mod Dfmd Biotitic
    Basalt
|      |          |        |              |        |                                
|      | 73.30    | 73.91  | 0.61         | 5.09   | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 105.77   | 106.22 | 0.46         | 25.10  | Wk Dfmd Biotitic
    Basalt    
|      |          |        |              |        |                                
|      | 110.03   | 110.95 | 0.91         | 2.74   | Wk Dfmd Bt & Chl
    Basalt    
|      | 110.95   | 111.86 | 0.91         | 1.02   | Wk Dfmd Bt & Chl
    Basalt    
|      |          |        |              |        |                                
|      | 113.69   | 114.60 | 0.91         | 2.22   | Wk Dfmd Bt & Chl
    Basalt    
|      | 114.60   | 115.52 | 0.91         | 2.60   | Wk Dfmd Bt & Chl
    Basalt    
|      |          |        |              |        |                                
|      | 119.05   | 119.82 | 0.76         | 1.77   | Wk Dfmd Chl & Bt
    Basalt    
|      | 119.82   | 120.85 | 1.04         | 1.90   | Wk Dfmd Chl & Bt
    Basalt    
|      | 120.85   | 121.46 | 0.61         | 1.92   | Wk Dfmd Chl & Bt
    Basalt    
|      |          |        |              |        |                                
|      | 123.29   | 124.11 | 0.82         | 2.16   | Wk Dfmd Chl & Bt
    Basalt    
|      |          |        |              |        |                                
|      | 126.95   | 127.56 | 0.61         | 1.42   | Wk Dfmd Chloritic
    Basalt   
|      |          |        |              |        |                                
|84-50 | 119.42   | 120.40 | 0.98         | 1.38   | Bleached Fault Zone            
|      |          |        |              |        |                                
|      | 143.74   | 144.66 | 0.91         | 3.22   | Mod Dfmd Chloritic
    Basalt  
|      |          |        |              |        |                                
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                       
|      |          |        |              |        |                                
|84-51 | 49.59    | 49.90  | 0.30         | 2.19   | Wkly Dfmd Biotitic
    Basalt  
|      |          |        |              |        |                                
|      | 137.16   | 138.07 | 0.91         | 1.51   | Wkly Dfmd Chl & Bt
    Basalt  

|
|

|   
|---
|183

---



|      |          |        |              |        |                                  
|----- | -------- | ------ | ------------ | ------ | ---------------------------------
|84-55 | 18.59    | 18.90  | 0.30         | 2.18   | Mod Dfmd Biotitic
    Basalt     
|      |          |        |              |        |                                  
|      | 71.26    | 71.57  | 0.30         | 2.58   | Wk Dfmd & Veined Bt
    Basalt   
|      |          |        |              |        |                                  
|      | 124.05   | 124.57 | 0.52         | 9.35   | Qtz-Sx Vein                      
|      |          |        |              |        |                                  
|84-56 | 101.01   | 101.35 | 0.34         | 147.00 | Sheared & Veined Bt
    Basalt   
|      |          |        |              |        |                                  
|      | 120.70   | 121.62 | 0.91         | 1.93   | Wk Dfmd Chl & Bt
    Basalt      
|      |          |        |              |        |                                  
|84-57 | 8.90     | 9.20   | 0.30         | 1.68   | Wk-Mod Dfmd Biotitic
    Basalt  
|      |          |        |              |        |                                  
|      | 134.26   | 134.87 | 0.61         | 3.23   | Wk Dfmd Bt & Chl
    Basalt      
|      |          |        |              |        |                                  
|84-67 | 163.83   | 164.74 | 0.91         | 1.61   | Wk Dfmd Bt & Chl
    Basalt      
|      | 164.74   | 165.96 | 1.22         | 2.24   | Wk Dfmd Bt & Chl
    Basalt      
|      | 165.96   | 167.00 | 1.04         | 2.80   | Wk Dfmd Bt & Chl
    Basalt      
|      |          |        |              |        |                                  
|86-18 | 76.60    | 77.45  | 0.85         | 1.73   | Altered IF                       
|      |          |        |              |        |                                  
|      | 83.27    | 84.12  | 0.85         | 1.35   | Altered IF                       
|      | 84.12    | 85.04  | 0.91         | 1.57   | Altered IF                       
|      |          |        |              |        |                                  
|      | 90.46    | 91.29  | 0.82         | 1.17   | Altered IF                       
|      |          |        |              |        |                                  
|      | 93.12    | 94.03  | 0.91         | 1.04   | Altered IF                       
|      | 94.03    | 95.10  | 1.07         | 2.10   | Altered IF                       
|      |          |        |              |        |                                  
|      | 95.52    | 95.92  | 0.40         | 2.41   | D-Vein                           
|      | 95.92    | 96.62  | 0.70         | 1.11   | Altered IF                       
|      | 96.62    | 97.20  | 0.58         | 1.43   | Altered IF                       
|      | 97.96    | 98.30  | 0.34         | 1.15   | Biotitic Basalt                  
|      |          |        |              |        |                                  
|      | 118.14   | 118.57 | 0.43         | 1.10   | Veined Biotitic Basalt
    - Aspy
|      | 118.57   | 119.48 | 0.91         | 1.29   | Veined Biotitic Basalt
    - Aspy
|      | 119.48   | 120.09 | 0.61         | 6.71   | Veined Biotitic Basalt
    - Aspy
|      |          |        |              |        |                                  
|      | 121.92   | 122.83 | 0.91         | 1.36   | Veined Biotitic Basalt
    - Aspy
|      |          |        |              |        |                                  
|      | 134.29   | 134.60 | 0.30         | 1.79   | Wk Def Pill Basalt               
|      |          |        |              |        |                                  
|86-21 | 38.83    | 39.14  | 0.30         | 2.76   | Wk Dfmd Bt Basalt                
|      |          |        |              |        |                                  
|      | 65.84    | 66.42  | 0.58         | 2.55   | Altered IF                       
|      |          |        |              |        |                                  
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                         
|      |          |        |              |        |                                  
|      | 74.22    | 75.13  | 0.91         | 1.08   | Altered IF                       
|      | 75.13    | 76.17  | 1.04         | 1.06   | Altered IF                       
|      |          |        |              |        |                                  
|      | 78.49    | 79.28  | 0.79         | 1.65   | Mod-Str Dfmd & Vnd Bt
    Shear  
|      |          |        |              |        |                                  
|      | 94.64    | 95.19  | 0.55         | 4.59   | Wk-Mod Dfmd Bt Basalt-
    Aspy  

|   
|---
|184

---



|      |          |        |              |        |                                   
|----- | -------- | ------ | ------------ | ------ | ----------------------------------
|      | 142.43   | 142.83 | 0.40         | 9.55   | Wk Dfmd & Fractured Bt
    Basalt 
|      |          |        |              |        |                                   
|      | 147.83   | 148.74 | 0.91         | 1.70   | Wk Dfmd Bt & Chl
    Basalt       
|      |          |        |              |        |                                   
|      | 157.12   | 157.58 | 0.46         | 2.17   | D2 Shear Zone                     
|      | 157.58   | 158.50 | 0.91         | 3.65   | D2 Shear Zone                     
|      |          |        |              |        |                                   
|      | 159.81   | 160.72 | 0.91         | 9.75   | Massive Chl-Carb UM               
|      |          |        |              |        |                                   
|86-25 | 105.25   | 105.70 | 0.46         | 2.42   | Gar Bearing & Vnd Sh'd
    Basalt 
|      |          |        |              |        |                                   
|      | 106.31   | 106.68 | 0.37         | 2.36   | Gar Bearing & Vnd Sh'd
    Basalt 
|      |          |        |              |        |                                   
|      | 107.75   | 108.05 | 0.30         | 1.40   | Wk Dfmd Bt & Chl
    Basalt       
|      |          |        |              |        |                                   
|      | 124.21   | 124.82 | 0.61         | 5.17   | Wk Dfmd Biotitic
    Basalt       
|      |          |        |              |        |                                   
|86-27 | 38.40    | 39.01  | 0.61         | 1.16   | Wk Dfmd Biotitic
    Basalt       
|      |          |        |              |        |                                   
|      | 60.66    | 61.26  | 0.61         | 1.62   | Wk Dfmd Biotitic
    Basalt - Aspy
|      | 61.26    | 62.30  | 1.04         | 1.26   | Wk Dfmd Biotitic
    Basalt - Aspy
|      |          |        |              |        |                                   
|      | 126.03   | 126.89 | 0.85         | 1.04   | Wk-Mod Dfmd Biotitic
    Basalt   
|      |          |        |              |        |                                   
|      | 139.66   | 140.51 | 0.85         | 1.58   | Wk Dfmd Chl & Bt
    Basalt       
|      |          |        |              |        |                                   
|86-34 | 115.88   | 116.68 | 0.79         | 2.04   | 60% Sulphide Bx Veins             
|      |          |        |              |        |                                   
|      | 351.68   | 352.62 | 0.94         | 3.38   | Banded Chert-Carb Mt
    IF       
|      |          |        |              |        |                                   
|      | 427.91   | 428.67 | 0.76         | 30.10  | Banded Cherty Mt+-Po
    IF       
|      |          |        |              |        |                                   
|      | 430.50   | 431.41 | 0.91         | 1.03   | Banded Cherty Mt+-Po
    IF       
|      |          |        |              |        |                                   
|      | 433.79   | 434.34 | 0.55         | 1.13   | Poorly Banded IF w
    Mafic Tuff 
|      |          |        |              |        |                                   
|      | 447.60   | 447.93 | 0.34         | 2.98   | Crudely Banded Mt-Po
    IF       
|      |          |        |              |        |                                   
|      | 457.38   | 457.72 | 0.34         | 1.43   | Chert-Mt IF                       
|      | 457.72   | 458.36 | 0.64         | 3.58   | Chert-Mt IF                       
|      |          |        |              |        |                                   
|      | 461.56   | 462.17 | 0.61         | 1.66   | Chert Mt IF                       
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                          
|      |          |        |              |        |                                   
|      | 462.50   | 463.30 | 0.79         | 1.12   | Chert Mt IF                       
|      |          |        |              |        |                                   
|      | 479.88   | 480.49 | 0.61         | 1.69   | Laminated Carb Altd
    Po+-Mt IF 
|      | 480.49   | 480.79 | 0.30         | 8.26   | Laminated Carb Altd
    Po+-Mt IF 
|      | 480.79   | 481.10 | 0.30         | 13.20  | Laminated Carb Altd
    Po+-Mt IF 
|      | 481.10   | 481.40 | 0.30         | 1.10   | Laminated Carb Altd
    Po+-Mt IF 
|      | 481.40   | 481.71 | 0.30         | 1.38   | Laminated Carb Altd
    Po+-Mt IF 
|      | 481.71   | 482.32 | 0.61         | 2.26   | Laminated Carb Altd
    Po+-Mt IF 

|   
|---
|185

---



|      |          |        |              |        |                        
|----- | -------- | ------ | ------------ | ------ | -----------------------
|86-48 | 16.76    | 17.68  | 0.91         | 1.84   | Altered IF             
|      |          |        |              |        |                        
|      | 19.66    | 20.18  | 0.52         | 1.99   | Altered IF             
|      |          |        |              |        |                        
|      | 28.86    | 29.23  | 0.37         | 1.66   | D-Vein                 
|      |          |        |              |        |                        
|      | 35.02    | 35.69  | 0.67         | 1.43   | Altered IF             
|      |          |        |              |        |                        
|      | 52.85    | 53.64  | 0.79         | 1.50   | Biotitic Basalt - Aspy 
|      | 60.35    | 61.26  | 0.91         | 2.39   | Biotitic Basalt - Aspy 
|      | 61.26    | 62.18  | 0.91         | 1.87   | Biotitic Basalt - Aspy 
|      |          |        |              |        |                        
|      | 106.01   | 106.74 | 0.73         | 6.53   | Biotitic Basalt        
|      |          |        |              |        |                        
|      | 126.03   | 126.64 | 0.61         | 1.07   | Biotitic Basalt        
|      | 126.64   | 127.25 | 0.61         | 2.50   | Biotitic Basalt        
|      |          |        |              |        |                        
|      | 135.33   | 136.09 | 0.76         | 1.12   | Wk. Def Pill Bas       
|      |          |        |              |        |                        
|      | 150.21   | 150.51 | 0.30         | 13.20  | Biotitic Basalt - VG   
|      |          |        |              |        |                        
|      | 184.40   | 185.32 | 0.91         | 8.54   | Chl & Bio Basalt       
|      |          |        |              |        |                        
|      | 187.48   | 187.79 | 0.30         | 1.19   | Chl & Bio Basalt       
|      |          |        |              |        |                        
|      | 200.86   | 201.69 | 0.82         | 1.62   | Chl & Bio Basalt       
|      |          |        |              |        |                        
|      | 213.36   | 214.12 | 0.76         | 1.26   | Alt Bas ( carb+bio+sil)
|      | 214.12   | 215.04 | 0.91         | 3.72   | Alt Bas ( carb+bio+sil)
|      | 215.04   | 215.80 | 0.76         | 1.03   | Alt Bas ( carb+bio+sil)
|      |          |        |              |        |                        
|86-49 | 10.76    | 11.40  | 0.64         | 2.65   | Altered IF             
|      |          |        |              |        |                        
|      | 14.94    | 15.85  | 0.91         | 4.07   | Altered IF             
|      |          |        |              |        |                        
|      | 24.69    | 24.99  | 0.30         | 1.30   | D2 Shear zone          
|      |          |        |              |        |                        
|      | 27.92    | 28.53  | 0.61         | 4.95   | Biotitic Basalt        
|      |          |        |              |        |                        
|      | 29.14    | 29.75  | 0.61         | 4.27   | Biotitic Basalt        
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype               
|      |          |        |              |        |                        
|      | 30.30    | 31.09  | 0.79         | 9.42   | Biotitic Basalt        
|      |          |        |              |        |                        
|      | 41.91    | 42.49  | 0.58         | 3.87   | D2 Shear zone          
|      |          |        |              |        |                        
|      | 108.45   | 109.12 | 0.67         | 1.01   | Qtz-Py Vein            
|      |          |        |              |        |                        
|      | 170.99   | 171.91 | 0.91         | 1.04   | Bleached Fault Zone    
|      |          |        |              |        |                        
|      | 184.40   | 185.32 | 0.91         | 1.25   | Biotitic Basalt        
|      |          |        |              |        |                        
|      | 192.54   | 193.09 | 0.55         | 3.89   | Chl & Bio Basalt       

|   
|---
|186

---



|      |          |        |              |        |                               
|----- | -------- | ------ | ------------ | ------ | ------------------------------
|86-53 | 91.14    | 92.05  | 0.91         | 1.89   | Altered IF                    
|      |          |        |              |        |                               
|      | 96.32    | 97.29  | 0.98         | 1.99   | D-Vein                        
|      |          |        |              |        |                               
|      | 105.46   | 106.38 | 0.91         | 4.35   | Altered IF (FW IF)            
|      | 106.38   | 107.29 | 0.91         | 2.59   | Altered IF (FW IF)            
|      | 107.29   | 108.36 | 1.07         | 1.72   | Altered IF (FW IF)            
|      |          |        |              |        |                               
|      | 170.69   | 171.60 | 0.91         | 1.20   | Sericitic Basalt              
|      |          |        |              |        |                               
|U-499 | 33.83    | 34.75  | 0.91         | 1.86   | Wk Dfmd Bt Basalt             
|      |          |        |              |        |                               
|      | 60.62    | 61.26  | 0.64         | 10.90  | Sx-Bx Vein                    
|      | 61.26    | 62.18  | 0.91         | 2.10   | Wk Dfmd Talcose UM            
|      |          |        |              |        |                               
|      | 83.36    | 83.97  | 0.61         | 2.47   | Wk Dfmd Chl- Carb-
    Talc UM
|      |          |        |              |        |                               
|U-501 | 24.75    | 25.60  | 0.85         | 1.13   | Wk-Mod Dfmd Bt Basalt         
|      |          |        |              |        |                               
|      | 36.61    | 37.34  | 0.73         | 1.32   | Aspy Replacement Zone         
|      |          |        |              |        |                               
|      | 42.95    | 43.62  | 0.67         | 1.56   | QC Vein                       
|      |          |        |              |        |                               
|      | 63.70    | 64.31  | 0.61         | 2.90   | Wk Dfmd Bt Basalt             
|      |          |        |              |        |                               
|      | 80.25    | 80.86  | 0.61         | 1.26   | Fractured Bt & Chl
    Basalt 
|      |          |        |              |        |                               
|      | 103.33   | 104.42 | 1.10         | 1.57   | Wk Dfmd Chl & Bt
    Basalt   
|      |          |        |              |        |                               
|      | 114.30   | 115.21 | 0.91         | 1.03   | Wk Dfmd Chl & Bt
    Basalt   
|      |          |        |              |        |                               
|U-517 | 33.95    | 34.75  | 0.79         | 1.03   | Wk Dfmd Bt Basalt             
|      |          |        |              |        |                               
|      | 41.15    | 41.94  | 0.79         | 1.57   | Wk Dfmd & Vnd Bt
    Basalt   
|      |          |        |              |        |                               
|      | 55.17    | 55.78  | 0.61         | 2.85   | Wk Dfmd Bt & Ser
    Basalt   
|      |          |        |              |        |                               
|DDH   | From (m) | To (m) | Interval (m) | Au g/t | Rocktype                      
|      |          |        |              |        |                               
|      | 67.82    | 68.12  | 0.30         | 1.60   | Wk Dfmd Bt Basalt             
|      |          |        |              |        |                               
|      | 70.87    | 71.69  | 0.82         | 3.17   | Mod Dfmd Bt & Ser
    Basalt  
|      |          |        |              |        |                               
|U-518 | 60.26    | 60.66  | 0.40         | 1.19   | Sheared Bt & Ser
    Basalt   
|      |          |        |              |        |                               
|      | 76.20    | 77.05  | 0.85         | 1.24   | Wk Dfmd Bt Basalt             
|      |          |        |              |        |                               
|      | 109.12   | 110.03 | 0.91         | 1.47   | Wk Dfmd Bt & Chl
    Basalt   
|      |          |        |              |        |                               
|      | 133.14   | 133.81 | 0.67         | 1.33   | Wk Dfmd Bt & Chl
    Basalt   
|      |          |        |              |        |                               
|      | 133.81   | 134.42 | 0.61         | 2.19   | Wk Dfmd Bt & Chl
    Basalt   
|      |          |        |              |        |                               
|      | 141.73   | 142.65 | 0.91         | 1.79   | Wk Dfmd Bt & Chl
    Basalt   

|   
|---
|187

---



|      |        |        |      |       |                                     
|----- | ------ | ------ | ---- | ----- | ------------------------------------
|      |        |        |      |       |                                     
|      | 149.05 | 149.96 | 0.91 | 4.40  | Wk Dfmd Bt Basalt                   
|      |        |        |      |       |                                     
|U-519 | 103.85 | 104.24 | 0.40 | 1.26  | Wk Dfmd Bt Basalt -
    Qtz Vn      
|      |        |        |      |       |                                     
|U-521 | 24.23  | 24.84  | 0.61 | 1.99  | Mod Dfmd Bt Basalt (Sx
    Zone)    
|      |        |        |      |       |                                     
|U-670 | 0.82   | 1.43   | 0.61 | 1.98  | Altered IF (FW IF)                  
|      |        |        |      |       |                                     
|      | 1.43   | 2.04   | 0.61 | 1.06  | Altered IF (FW IF)                  
|      |        |        |      |       |                                     
|      | 57.00  | 57.61  | 0.61 | 1.05  | Wk Dfmd Biotitic
    Basalt         
|      |        |        |      |       |                                     
|      | 79.25  | 79.55  | 0.30 | 3.89  | Wk Dfmd Biotitic
    Basalt - Qtz Vn
|      |        |        |      |       |                                     
|      | 95.25  | 96.01  | 0.76 | 6.93  | Wk Dfmd Biotitic
    Basalt         
|      |        |        |      |       |                                     
|U-808 | 2.01   | 2.38   | 0.37 | 10.15 | Altered IF                          
|      |        |        |      |       |                                     
|      | 5.82   | 7.10   | 1.28 | 1.02  | Altered IF (FW Chert)               
|      |        |        |      |       |                                     
|      | 72.69  | 73.46  | 0.76 | 1.29  | Wk-Mod Dfmd Biotitic
    Basalt     
|      |        |        |      |       |                                     
|      | 104.09 | 104.79 | 0.70 | 1.06  | Wk Dfmd Biotitic
    Basalt         
|      |        |        |      |       |                                     
|      | 105.25 | 105.86 | 0.61 | 3.11  | Mod Dfmd Ser Basalt                 

|   
|---
|188

---

Appendix 8 
2004 Winter Diamond Drill Program - Summary of DDH Locations

|Area    | Target         | Hole    | UTM      | UTM     | Section | Elev | TRUE  | Dip | Start Date      | End Date        | Length  
|------- | -------------- | ------- | -------- | ------- | ------- | ---- | ----- | --- | --------------- | --------------- | --------
|        |                | No.     | Northing | Easting |         | (m)  | Az    |     |                 |                 | (m)     
|MAC-3   | Love Bird Zone | MF04-58 | 5663667  | 448706  | LBZ 13N | 357  | 130   | -65 | Feb 12 2004     | Feb 13 2004     | 132.89  
|        |                | MF04-59 | 5663709  | 448616  | LBZ 13N | 357  | 130   | -70 | Feb 13
    2004 | Feb 20
    2004 | 459.94  
|        |                | MF04-64 | 5663634  | 448634  | LBZ 11N | 357  | 130   | -70 | Feb 20
    2004 | Feb 22
    2004 | 213.06  
|        |                | MF04-65 | 5663698  | 448498  | LBZ 11N | 357  | 130   | -70 | Feb 22 2004     | Feb 25 2004     | 368.50  
|        | Subtotal       |         |          |         |         |      |       |     |                 |                 | 1,174.39
|        |                |         |          |         |         |      |       |     |                 |                 |         
|MAC-3   |                |         |          |         |         |      |       |     |                 |                 |         
|South   | DDH 86-50      | MF04-56 | 5664004  | 448374  | TBD     | 360  | 136.9 | -45 | Feb 5 2004      | Feb 12 2004     | 589.18  
|        | Subtotal       |         |          |         |         |      |       |     |                 |                 | 589.18  
|        |                |         |          |         |         |      |       |     |                 |                 |         
|        | Mac-1 Fault &  |         |          |         | Tracks  |      |       |     |                 |                 |         
|MAC-1   | Vein           | MF04-55 | 566464   | 448396  | 10N     | 357  | 105   | -60 | Feb 5 2004      | Feb 7 2004      | 112.47  
|        | Subtotal       |         |          |         |         |      |       |     |                 |                 | 112.47  
|        |                |         |          |         |         |      |       |     |                 |                 |         
|MAC-4   | Mac-4 Fault    | MF04-57 | 5666259  | 449233  | Oblique | 357  | 90    | -45 | Feb 8 2004      | Feb 8 2004      | 39.62   
|        |                | MF04-   |          |         |         |      |       |     |                 |                 |         
|        |                | 57B     | 5666259  | 449233  | Oblique | 357  | 90    | -55 | Feb 9
    2004  | Feb 13
    2004 | 316.69  
|        |                | MF04-71 | 5666048  | 449165  | TBD     | 357  | 90    | -55 | Feb 27
    2994 | Feb 29
    2004 | 254.51  
|        |                | MF04-72 | 5666047  | 449040  | TBD     | 357  | 90    | -55 | Feb 29
    2004 | Mar 2
    2004  | 264.87  
|        |                | MF04-75 | 5665968  | 449165  | TBD     | 357  | 90    | -55 | Mar 3
    2004  | Mar 4
    2004  | 200.86  
|        |                | MF04-77 | 5666125  | 449013  | TBD     | 357  | 90    | -55 | Mar 4
    2004  | Mar 6
    2004  | 295.35  
|        |                | MF04-80 | 5666339  | 449283  | TBD     | 357  | 90    | -55 | Mar 7 2004      | Mar 9 2004      | 304.50  
|        | Subtotal       |         |          |         |         |      |       |     |                 |                 | 1,676.40
|        |                |         |          |         |         |      |       |     |                 |                 |         
|        | Mafic/UM       |         |          |         |         |      |       |     |                 |                 |         
|Phoenix | Contact        | MF04-60 | 5665868  | 449133  | Oblique | 360  | 90    | -45 | Feb 13
    2004 | Feb 14
    2004 | 33.22   
|Zone    |                | MF04-61 | 5665867  | 449165  | Oblique | 357  | 90    | -55 | Feb 15
    2004 | Feb 17
    2004 | 313.64  
|        |                | MF04-62 | 5665867  | 449165  | Oblique | 357  | 90    | -75 | Feb 17
    2004 | Feb 18
    2004 | 94.18   
|        |                | MF04-63 | 5665415  | 448969  | Oblique | 359  | 110   | -45 | Feb 18
    2004 | Feb 22
    2004 | 365.46  
|        |                | MF04-66 | 5665867  | 449134  | TBD     | 361  | 90    | -65 | Feb 22
    2004 | Feb 23
    2004 | 121.62  
|        |                | MF04-67 | 5665867  | 449134  | TBD     | 361  | 90    | -78 | Feb 23
    2004 | Feb 24
    2004 | 159.60  
|        |                | MF04-68 | 5665838  | 449155  | TBD     | 357  | 90    | -55 | Feb 24
    2004 | Feb 25
    2004 | 103.33  
|        |                | MF04-69 | 5665621  | 449099  | TBD     | 357  | 110   | -55 | Feb 25
    2004 | Feb 27
    2004 | 243.54  
|        |                | MF04-70 | 5665838  | 449155  | TBD     | 357  | 90    | -75 | Feb 26
    2004 | Feb 27
    2004 | 155.14  
|        |                | MF04-73 | 5665898  | 449160  | TBD     | 362  | 90    | -55 | Mar 1
    2004  | Mar 2
    2004  | 94.18   
|        |                | MF04-74 | 5665898  | 449160  | TBD     | 362  | 90    | -70 | Mar 2
    2004  | Mar 2
    2004  | 93.88   
|        |                | MF04-76 | 5665898  | 449160  | TBD     | 362  | 90    | -85 | Mar3
    2004   | Mar
    4`2004  | 135.64  
|        |                | MF04-78 | 5665866  | 449102  | TBD     | 363  | 90    | -75 | Mar 3
    2004  | Mar 6
    2004  | 191.72  
|        |                | MF04-79 | 5665866  | 449101  | TBD     | 363  | 90    | -85 | Mar 6
    2004  | Mar 9
    2004  | 255.12  
|        |                | MF04-81 | 5665836  | 449106  | TBD     | 365  | 90    | -70 | Mar 9
    2004  | Mar 10
    2004 | 161.24  
|        |                | MF04-82 | 5665928  | 449160  | TBD     | 357  | 90    | -55 | Mar 10
    2004 | Mar 11
    2004 | 155.14  
|        |                | MF04-83 | 5665928  | 449160  | TBD     | 357  | 90    | -75 | Mar 11
    2004 | Mar 12
    2004 | 182.58  
|        |                | MF04-84 | 5665836  | 449106  | TBD     | 365  | 90    | -80 | Mar 11
    2004 | Mar 12
    2004 | 191.72  
|        |                | MF04-85 | 5665898  | 449141  | TBD     | 357  | 90    | -75 | Mar 13
    2004 | Mar 14
    2004 | 194.77  
|        |                | MF04-86 | 5665805  | 449132  | TBD     | 363  | 90    | -55 | Mar 13
    2004 | Mar 14
    2004 | 109.42  
|        |                | MF04-87 | 5665805  | 449131  | TBD     | 365  | 90    | -75 | Mar 14
    2004 | Mar 15
    2004 | 97.23   
|Area    | Target         | Hole    | UTM      | UTM     | Section | Elev | TRUE  | Dip | Start Date      | End Date        | Length  
|        |                | No.     | Northing | Easting |         | (m)  | Az    |     |                 |                 | (m)     

|   
|---
|189

---



|            |         |         |        |     |     |    |     |                 |                 |         
|----------- | ------- | ------- | ------ | --- | --- | -- | --- | --------------- | --------------- | --------
|            | MF04-88 | 5665927 | 449135 | TBD | 357 | 90 | -55 | Mar 15
    2004 | Mar 17
    2004 | 258.78  
|            | MF04-89 | 5665900 | 449180 | TBD | 357 | 90 | -55 | Mar 17 2004     | Mar 18 2004     | 78.94   
|Subtotal    |         |         |        |     |     |    |     |                 |                 | 3,790.09
|            |         |         |        |     |     |    |     |                 |                 |         
|Grand Total |         |         |        |     |     |    |     |                 |                 | 7,342.53

|   
|---
|190

---

Appendix 9 
2004 Winter Diamond Drill Program - Summary of assay values >1 Au g/tAssay certificates are
available on file at the Head Office of Rubicon Minerals Corporation, Vancouver.

|DDH     | From (m)     | To (m)     | Interval (m) | Au (g/t)     | Rocktype                       
|------- | ------------ | ---------- | ------------ | ------------ | -------------------------------
|        |              |            |              |              |                                
|MF04-55 | 32.00        | 32.80      | 0.80         | 1.11         | Wk Dfmd Altd Plw
    Basalt    
|        |              |            |              |              |                                
|        | 36.00        | 36.40      | 0.40         | 1.05         | Mod-Str Dfmd Bt Basalt         
|        |              |            |              |              |                                
|        | 77.20        | 77.95      | 0.75         | 1.04         | MAC-1 Fault Zone               
|        | 77.95        | 78.40      | 0.45         | 2.50         | Carb Vein                      
|        | 77.20        | 78.40      | 1.20         | 1.59         | Average                        
|        |              |            |              |              |                                
|        | 87.30        | 87.70      | 0.40         | 1.01         | Wk Dfmd Chloritic
    Basalt   
|        |              |            |              |              |                                
|MF04-56 | 259.50       | 259.90     | 0.40         | 1.85         | Msv Carb-Chl-Amph Altd
    UM  
|        |              |            |              |              |                                
|        | 401.80       | 402.50     | 0.70         | 2.89         | Carb-Chl-Bt Altd UM            
|        | 402.50       | 403.20     | 0.70         | 1.16         | Carb-Chl-Bt Altd UM            
|        | 403.20       | 404.00     | 0.80         | 4.01         | Carb-Chl-Bt Altd UM            
|        | 404.00       | 404.50     | 0.50         | 1.31         | Carb-Chl-Bt Altd UM            
|        | 404.50       | 405.20     | 0.70         | 1.24         | Carb-Chl-Bt Altd UM            
|        | 405.20       | 406.00     | 0.80         | 0.39         | Carb-Chl-Bt Altd UM            
|        | 406.00       | 407.00     | 1.00         | 3.19         | Carb-Chl-Bt Altd UM            
|        | 407.00       | 407.90     | 0.90         | 3.58         | Carb-Chl-Bt Altd UM            
|        | 401.80       | 407.90     | 6.10         | 2.34         | Average                        
|        |              |            |              |              |                                
|        | 412.60       | 413.30     | 0.70         | 5.11         | Diorite Dyke                   
|        |              |            |              |              |                                
|        | 466.00       | 466.75     | 0.75         | 1.27         | Wk-Mod Chl Altd Mafic
    Dyke 
|        |              |            |              |              |                                
|        | 471.80       | 472.47     | 0.67         | 1.96         | Wk-Mod Chl Altd Mafic
    Dyke 
|        |              |            |              |              |                                
|MF04-57 | 65.20        | 66.00      | 0.80         | 1.04         | Wk-Mod Dfmd Chl & Bt
    Basalt
|        |              |            |              |              |                                
|        | 118.30       | 118.65     | 0.35         | 2.42         | Wk Dfmd Bt Basalt              
|        |              |            |              |              |                                
|        | 157.30       | 158.30     | 1.00         | 1.73         | Mod Dfmd Chl & Bt
    Basalt   
|        |              |            |              |              |                                
|        | 258.90       | 259.70     | 0.80         | 2.78         | Mod-Str Dfmd Vnd Bt
    Basalt 
|        |              |            |              |              |                                
|        | 284.00       | 284.55     | 0.55         | 67.60        | Siliceous Unit                 
|        |              |            |              |              |                                
|MF04-58 | 45.30        | 46.00      | 0.70         | 3.23         | Felsic Intrusive               
|        |              |            |              |              |                                
|MF04-59 | NSV          |            |              |              |                                
|        |              |            |              |              |                                
|MF04-60 | NSV          |            |              |              |                                
|        |              |            |              |              |                                
|MF04-61 | 23.70        | 24.20      | 0.50         | 1.50         | Wk Dfmd Bt Basalt              
|        |              |            |              |              |                                
|        | 45.10        | 45.80      | 0.70         | 6.85         | M-Str Dfm+Vnd Bt
    Basalt    
|        | 45.80        | 46.20      | 0.40         | 55.20        | M-Str Dfm+Vnd Bt
    Basalt    
|        | 46.20        | 46.50      | 0.30         | 2.13         | M-Str Dfm+Vnd Bt
    Basalt    
|        | 46.50        | 46.80      | 0.30         | 19.65        | Complex QC-Chl Vein-VG         
|        | 46.80        | 47.40      | 0.60         | 7.45         | Complex QC-Chl Vein            
|        | 47.40        | 47.90      | 0.50         | 8.20         | Complex QC-Chl Vein            
|        | 47.90        | 48.55      | 0.65         | 1.10         | Mod-Str Dfm+Vnd Bt
    Basalt  
|        | 48.55        | 49.05      | 0.50         | 0.90         | Mod-Str Dfm+Vnd Bt
    Basalt  
|DDH     | From
    (m) | To
    (m) | Interval (m) | Au
    (g/t) | Rocktype                       
|        | 49.05        | 49.90      | 0.85         | 0.10         | Mod-Str Dfm+Vnd Bt
    Basalt  
|        | 49.90        | 50.50      | 0.60         | 0.49         | Mod-Str Dfm+Vnd Bt
    Basalt  

|   
|---
|191

---



|        |          |        |              |          |                                     
|------- | -------- | ------ | ------------ | -------- | ------------------------------------
|        | 50.50    | 51.00  | 0.50         | 0.08     | Mod-Str Dfm+Vnd Bt Basalt           
|        | 51.00    | 51.40  | 0.40         | 2.08     | Mod-Str Dfm+Vnd Bt Basalt           
|        | 51.40    | 51.90  | 0.50         | 3.21     | Mod-Str Dfm+Vnd Bt Basalt           
|        | 51.90    | 52.30  | 0.40         | 6.77     | Mod-Str Dfm+Vnd Bt Basalt           
|        | 45.10    | 52.30  | 7.20         | 6.76     | Average                             
|        | 45.10    | 47.90  | 2.80         | 14.99    | including                           
|        | 45.80    | 46.80  | 1.00         | 28.61    | including                           
|        |          |        |              |          |                                     
|MF04-62 | 52.20    | 52.90  | 0.70         | 1.65     | Fractured Bt Basalt (Fault Zn)      
|        | 52.90    | 53.70  | 0.80         | 1.83     | Fractured Bt Basalt (Fault Zn)      
|        | 52.20    | 53.70  | 1.50         | 1.74     | Average                             
|        |          |        |              |          |                                     
|        | 55.10    | 55.90  | 0.80         | 6.63     | Mod Dfmd Vnd Bt Basalt              
|        | 55.90    | 56.40  | 0.50         | 4.89     | Mod Dfmd Vnd Bt Basalt              
|        | 56.40    | 56.90  | 0.50         | 1.25     | Mod Dfmd Vnd Bt Basalt              
|        | 56.90    | 57.60  | 0.70         | 1.90     | Mod Dfmd Vnd Bt Basalt              
|        | 57.60    | 58.00  | 0.40         | 3.00     | Mod Dfmd Vnd Bt Basalt              
|        | 58.00    | 58.80  | 0.80         | 14.40    | Mod Dfmd Vnd Bt Basalt              
|        | 58.80    | 59.20  | 0.40         | 5.53     | QC Vein                             
|        | 59.20    | 59.90  | 0.70         | 70.80    | QC Vein-VG                          
|        | 55.10    | 59.90  | 4.80         | 15.46    | Average                             
|        | 58.00    | 59.90  | 1.90         | 33.31    | including                           
|        |          |        |              |          |                                     
|MF04-63 | 33.00    | 33.30  | 0.30         | 3.01     | Mod'y def'd pillow
    basalt       
|        |          |        |              |          |                                     
|        | 47.90    | 48.20  | 0.30         | 3.27     | Wk'y def'd altered
    pillow basalt
|        |          |        |              |          |                                     
|MF04-64 | NSV      |        |              |          |                                     
|        |          |        |              |          |                                     
|MF04-65 | NSV      |        |              |          |                                     
|        |          |        |              |          |                                     
|MF04-66 | 75.40    | 75.80  | 0.40         | 2.00     | Wk-Mod Dfmd Chl & Bt
    Basalt     
|        |          |        |              |          |                                     
|MF04-67 | 4.80     | 5.50   | 0.70         | 2.46     | Sericitized Felsic
    Dyke         
|        |          |        |              |          |                                     
|        | 61.80    | 62.70  | 0.90         | 1.36     | Wk-Mod Dfmd Bt Basalt               
|        |          |        |              |          |                                     
|        | 74.40    | 74.85  | 0.45         | 3.39     | Bleached Fault Zone                 
|        | 74.85    | 75.35  | 0.50         | 4.48     | Wk-Mod Dfmd Bt Basalt               
|        | 75.35    | 76.20  | 0.85         | 0.27     | Wk-Mod Dfmd Bt Basalt               
|        | 76.20    | 76.90  | 0.70         | 2.90     | Wk-Mod Dfmd Bt Basalt               
|        | 74.40    | 76.90  | 2.50         | 2.41     | Average                             
|        |          |        |              |          |                                     
|        | 81.90    | 82.40  | 0.50         | 2.65     | Wk-Mod Dfmd Bt Basalt               
|        |          |        |              |          |                                     
|        | 108.55   | 109.00 | 0.45         | 1.08     | Qtz-Carb Zone                       
|        |          |        |              |          |                                     
|MF04-68 | 46.35    | 47.00  | 0.65         | 1.87     | Mod-Str Dfmd Bt-Carb
    Basalt     
|        |          |        |              |          |                                     
|        | 55.40    | 56.10  | 0.70         | 5.12     | Complex Carb-Qtz-Chl Vein           
|        | 56.10    | 56.85  | 0.75         | 4.29     | Str Dfmd & Blchd Bt Basalt          
|        | 56.85    | 57.35  | 0.50         | 3.67     | Altered IF                          
|        | 57.35    | 58.05  | 0.70         | 1.98     | Wk-Mod Dfmd Bt-Carb Basalt          
|        | 58.05    | 58.50  | 0.45         | 8.81     | Wk-Mod Dfmd Bt-Carb Basalt          
|        | 58.50    | 59.50  | 1.00         | 0.81     | Wk-Mod Dfmd Bt-Carb Basalt          
|        | 59.50    | 60.10  | 0.60         | 0.94     | Wk-Mod Dfmd Bt-Carb Basalt          
|        | 60.10    | 60.52  | 0.42         | 2.88     | Altered IF                          
|        | 60.52    | 61.00  | 0.48         | 0.18     | Wk-Mod Dfmd Bt-Chl Basalt           
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                            
|        | 61.00    | 61.35  | 0.35         | 1.46     | Altered IF                          
|        | 61.35    | 62.10  | 0.75         | 1.35     | Altered IF                          
|        | 55.40    | 62.10  | 6.70         | 2.71     | Average                             
|        | 55.40    | 58.50  | 3.10         | 4.51     | including                           
|        | 58.05    | 58.50  | 0.45         | 8.81     | including                           

|   
|---
|192

---



|        |          |        |              |          |                                   
|------- | -------- | ------ | ------------ | -------- | ----------------------------------
|        | 67.70    | 68.20  | 0.50         | 1.02     | Qtz-(Chl) Vein                    
|        |          |        |              |          |                                   
|        | 69.60    | 69.95  | 0.35         | 2.10     | Qtz-Chl Vein                      
|        |          |        |              |          |                                   
|MF04-69 | NSV      |        |              |          |                                   
|        |          |        |              |          |                                   
|MF04-70 | 52.40    | 52.80  | 0.40         | 2.45     | Fractured biotitic
    basalt     
|        |          |        |              |          |                                   
|MF04-71 | 18.10    | 18.40  | 0.30         | 2.38     | Mod Defd Biotitic
    Basalt      
|        |          |        |              |          |                                   
|        | 24.55    | 25.30  | 0.75         | 1.49     | Qtz Flooded Iron
    Formation    
|        |          |        |              |          |                                   
|        | 28.74    | 29.37  | 0.63         | 1.30     | IF (Hanging Wall IF)              
|        | 29.37    | 30.00  | 0.63         | 2.91     | IF (Hanging Wall IF)              
|        | 28.74    | 30.00  | 1.26         | 2.11     | Average                           
|        |          |        |              |          |                                   
|        | 131.50   | 132.12 | 0.62         | 3.97     | Wk Dfm Bt Bas (Sx
    Impregnated)
|        |          |        |              |          |                                   
|        | 191.72   | 192.72 | 1.00         | 1.19     | Str Dfmd Bt Basalt                
|        |          |        |              |          |                                   
|MF04-72 | 47.20    | 47.70  | 0.50         | 1.10     | Mod Defd Talcose UM (Kom?)        
|        |          |        |              |          |                                   
|        | 63.60    | 64.30  | 0.70         | 2.88     | Str Defd Vnd Bt-(Chl) Basalt      
|        | 64.30    | 64.70  | 0.40         | 5.85     | Str Defd Vnd Bt-(Chl) Basalt      
|        | 64.70    | 65.40  | 0.70         | 0.12     | Colliform Banded Carb-(Chl) Vein  
|        | 65.40    | 65.90  | 0.50         | 1.42     | Str Defd Chl-(Bt) Basalt          
|        | 63.60    | 65.90  | 2.30         | 2.24     | Average                           
|        |          |        |              |          |                                   
|        | 105.40   | 106.00 | 0.60         | 1.50     | W-Mod Defd Chl-(Bt)-(Carb)
    Bas
|        |          |        |              |          |                                   
|        | 112.10   | 112.80 | 0.70         | 1.42     | Wkly Defd Chl-(Bt)
    Basalt     
|        |          |        |              |          |                                   
|        | 135.58   | 136.55 | 0.97         | 1.72     | Altd Banded Iron
    Formation    
|        |          |        |              |          |                                   
|        | 137.20   | 137.90 | 0.70         | 1.10     | Altd Banded Iron
    Formation    
|        |          |        |              |          |                                   
|        | 151.55   | 152.10 | 0.55         | 1.14     | Disrupted Sx'd IF                 
|        |          |        |              |          |                                   
|        | 155.50   | 156.20 | 0.70         | 1.43     | BIF                               
|        |          |        |              |          |                                   
|        | 179.00   | 179.53 | 0.53         | 1.73     | Bt (Bleached) Fault
    Zone      
|        |          |        |              |          |                                   
|        | 184.95   | 185.70 | 0.75         | 1.46     | Bt (Bleached) Fault
    Zone      
|        |          |        |              |          |                                   
|        | 244.00   | 245.00 | 1.00         | 1.53     | Wk-Mod Dfm Bt-Carb-Chl
    Bas    
|        |          |        |              |          |                                   
|MF04-73 | 50.38    | 51.40  | 1.02         | 1.16     | Mod-Str Dfmd Vnd Bt Basalt        
|        | 51.40    | 52.17  | 0.77         | 0.21     | Mod-Str Dfmd Vnd Bt Basalt        
|        | 52.17    | 53.50  | 1.33         | 2.07     | Mod-Str Dfmd Vnd Bt Basalt        
|        | 53.50    | 54.20  | 0.70         | 2.46     | Mod-Str Dfmd Vnd Bt Basalt        
|        | 54.20    | 55.20  | 1.00         | 11.80    | Str Dfmd Veined Min'd Basalt      
|        | 55.20    | 56.20  | 1.00         | 0.86     | Str Dfmd Veined Min'd Basalt      
|        | 56.20    | 57.20  | 1.00         | 0.13     | Str Dfmd Veined Min'd Basalt      
|        | 57.20    | 57.68  | 0.48         | 0.13     | Str Dfmd Veined Min'd Basalt      
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                          
|        | 57.68    | 58.50  | 0.82         | 5.79     | Str Dfmd Veined Min'd Basalt      
|        | 58.50    | 59.00  | 0.50         | 2.30     | Str Dfmd Veined Min'd Basalt      
|        | 59.00    | 59.50  | 0.50         | 2.67     | Str Dfmd Veined Min'd Basalt      
|        | 59.50    | 60.00  | 0.50         | 1.75     | Str Dfmd Veined Min'd Basalt      
|        | 60.00    | 61.00  | 1.00         | 5.32     | Str Dfmd Veined Min'd Basalt      
|        | 50.38    | 61.00  | 10.62        | 3.02     | Average                           
|        | 52.17    | 55.20  | 3.03         | 5.37     | including                         
|        | 54.20    | 55.20  | 1.00         | 11.80    | including                         
|        | 57.68    | 61.00  | 3.32         | 4.04     | including                         

|   
|---
|193

---



|        |          |        |              |          |                                      
|------- | -------- | ------ | ------------ | -------- | -------------------------------------
|MF04-74 | 59.72    | 60.03  | 0.31         | 1.37     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 60.03    | 61.22  | 1.19         | 0.76     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 61.22    | 62.13  | 0.91         | 1.07     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 62.13    | 63.30  | 1.17         | 0.26     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 63.30    | 64.42  | 1.12         | 0.16     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 64.42    | 64.90  | 0.48         | 0.45     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 64.90    | 65.65  | 0.75         | 0.87     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 65.65    | 66.30  | 0.65         | 0.47     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 66.30    | 67.80  | 1.50         | 0.07     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 67.80    | 68.85  | 1.05         | 0.41     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 68.85    | 69.34  | 0.49         | 6.39     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 69.34    | 70.00  | 0.66         | 20.30    | Str Dfmd Vnd Min'd Bt Basalt         
|        | 70.00    | 71.74  | 1.74         | 5.99     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 71.74    | 72.10  | 0.36         | 5.22     | Str Dfmd Vnd Min'd Bt Basalt         
|        | 59.72    | 72.10  | 12.07        | 2.76     | Average                              
|        | 68.85    | 72.10  | 3.25         | 8.87     | including                            
|        | 69.34    | 70.00  | 0.66         | 20.30    | Including                            
|        |          |        |              |          |                                      
|MF04-75 | 112.85   | 113.28 | 0.43         | 1.67     | IF                                   
|        |          |        |              |          |                                      
|        | 119.16   | 119.81 | 0.65         | 1.79     | Wk Dfmd Bt Chl Basalt                
|        |          |        |              |          |                                      
|        | 123.85   | 124.66 | 0.81         | 4.30     | IF                                   
|        |          |        |              |          |                                      
|        | 144.00   | 144.40 | 0.40         | 2.01     | Wk Dfmd Bt Basalt                    
|        | 144.85   | 145.67 | 0.82         | 3.49     | Wk Dfmd Bt Basalt                    
|        | 144.00   | 145.67 | 1.67         | 2.20     | Average                              
|        |          |        |              |          |                                      
|MF04-76 | 49.40    | 50.20  | 0.80         | 1.46     | Int Intrusive                        
|        |          |        |              |          |                                      
|        | 64.70    | 65.50  | 0.80         | 1.27     | Str Dfmd Vnd Bt Basalt               
|        |          |        |              |          |                                      
|        | 68.95    | 69.68  | 0.73         | 1.05     | Str Dfmd Vnd Bt Basalt               
|        |          |        |              |          |                                      
|        | 91.75    | 92.75  | 1.00         | 6.21     | Silicified Basalt(?)                 
|        | 92.75    | 93.75  | 1.00         | 0.22     | Silicified Basalt(?)                 
|        | 93.75    | 94.98  | 1.23         | 5.10     | Sheared Bt Sericitic Basalt          
|        | 94.98    | 96.75  | 1.77         | 0.03     | Porphyritic Diorite                  
|        | 96.75    | 98.45  | 1.70         | 0.03     | Porphyritic Diorite                  
|        | 98.45    | 99.10  | 0.65         | 2.02     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 99.10    | 100.10 | 1.00         | 0.53     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 100.10   | 101.13 | 1.03         | 0.07     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 101.13   | 102.50 | 1.37         | 0.87     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 102.50   | 103.50 | 1.00         | 3.12     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 103.50   | 104.50 | 1.00         | 1.83     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 104.50   | 105.15 | 0.65         | 1.64     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 105.15   | 106.15 | 1.00         | 0.63     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 106.15   | 107.15 | 1.00         | 0.25     | Intense Dfmd Vnd Min'd Bt Bas        
|        | 107.15   | 108.15 | 1.00         | 0.85     | Intense Dfmd Vnd Min'd Bt Bas        
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                             
|        | 108.15   | 109.15 | 1.00         | 10.40    | Intense Dfmd Vnd Min'd Bt Bas        
|        | 91.75    | 109.15 | 17.40        | 1.96     | Average                              
|        | 91.75    | 94.98  | 3.23         | 3.93     | including                            
|        | 102.50   | 109.15 | 6.65         | 2.73     | Including                            
|        | 108.15   | 109.15 | 1.00         | 10.40    | Including                            
|        |          |        |              |          |                                      
|MF04-77 | 33.85    | 34.50  | 0.65         | 1.24     | Wk Sx'd BIF                          
|        |          |        |              |          |                                      
|        | 46.00    | 46.50  | 0.50         | 1.68     | Msv Chloritic Basalt                 
|        |          |        |              |          |                                      
|        | 148.00   | 148.80 | 0.80         | 2.01     | Wk-Mod Dfmd Talcose UM               
|        |          |        |              |          |                                      
|        | 167.35   | 168.00 | 0.65         | 2.02     | F. Layer
    Greywacke(Part Dirty IF)

|   
|---
|194

---



|        |          |        |              |          |                                 
|------- | -------- | ------ | ------------ | -------- | --------------------------------
|        | 201.35   | 202.20 | 0.85         | 1.29     | Mod Sx Altd BIF                 
|        |          |        |              |          |                                 
|        | 241.20   | 242.00 | 0.80         | 1.18     | Mod Dfmd Bt-(Chl) Plw
    Basalt
|        |          |        |              |          |                                 
|MF04-78 | 17.78    | 18.55  | 0.77         | 1.38     | Qtz-Carb Vein Zone              
|        | 18.55    | 19.30  | 0.75         | 1.47     | Qtz-Carb Vein Zone              
|        | 17.78    | 19.30  | 1.52         | 1.42     | Average                         
|        |          |        |              |          |                                 
|        | 109.00   | 110.00 | 1.00         | 3.01     | Intensely Defd Vnd Minl'd Bt Bas
|        | 110.00   | 111.00 | 1.00         | 0.23     | Intensely Defd Vnd Minl'd Bt Bas
|        | 111.00   | 111.91 | 0.91         | 0.03     | Intensely Defd Vnd Minl'd Bt Bas
|        | 111.91   | 112.50 | 0.59         | 1.99     | Intensely Defd Vnd Minl'd Bt Bas
|        | 112.50   | 113.10 | 0.60         | 0.27     | Intensely Defd Vnd Minl'd Bt Bas
|        | 113.10   | 113.98 | 0.88         | 1.10     | Intensely Defd Vnd Minl'd Bt Bas
|        | 109.00   | 113.98 | 4.98         | 1.12     | Average                         
|        |          |        |              |          |                                 
|        | 126.30   | 127.00 | 0.70         | 3.03     | Qtz-Ank-Chl Vein Zone           
|        | 127.00   | 127.63 | 0.63         | 2.60     | Qtz-Ank-Chl Vein Zone           
|        | 126.30   | 127.63 | 1.33         | 2.83     | Average                         
|        |          |        |              |          |                                 
|        | 138.22   | 139.05 | 0.83         | 1.09     | Msv Basalt                      
|        |          |        |              |          |                                 
|MF04-79 | 19.50    | 21.17  | 1.67         | 1.99     | Mod Defd Vnd Bt Basalt          
|        | 21.17    | 21.85  | 0.68         | 2.88     | Qtz-Carb Vein Zone              
|        | 19.50    | 21.85  | 2.35         | 2.24     | Average                         
|        |          |        |              |          |                                 
|        | 28.80    | 29.30  | 0.50         | 1.66     | W-Mod Defd Bt Basalt            
|        |          |        |              |          |                                 
|        | 60.40    | 60.97  | 0.57         | 13.65    | W-Mod Defd Bt Basalt            
|        | 60.97    | 62.00  | 1.03         | 0.51     | W-Mod Defd Bt Basalt            
|        | 62.00    | 62.80  | 0.80         | 1.31     | W-Mod Defd Bt Basalt            
|        | 62.80    | 63.41  | 0.61         | 4.78     | W-Mod Defd Bt Basalt            
|        | 60.40    | 63.41  | 3.01         | 4.08     | Average                         
|        | 60.40    | 60.97  | 0.57         | 13.65    | including                       
|        |          |        |              |          |                                 
|        | 79.74    | 80.37  | 0.63         | 4.96     | W-Mod Defd Vnd Bt
    Basalt    
|        |          |        |              |          |                                 
|        | 116.37   | 117.37 | 1.00         | 1.19     | Intermediate Intrusive          
|        |          |        |              |          |                                 
|        | 136.46   | 136.86 | 0.40         | 100.00   | VG in narrow qtz vein           
|        |          |        |              |          |                                 
|        | 216.50   | 217.00 | 0.50         | 2.17     | W-Mod Defd Basalt               
|        |          |        |              |          |                                 
|        | 227.70   | 228.70 | 1.00         | 1.53     | Carb-Chl Altd UM                
|        |          |        |              |          |                                 
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                        
|MF04-80 | 46.98    | 47.92  | 0.94         | 1.33     | Str Dfmd Bt Basalt              
|        |          |        |              |          |                                 
|        | 79.20    | 79.84  | 0.64         | 1.61     | IF                              
|        |          |        |              |          |                                 
|        | 87.28    | 87.90  | 0.62         | 3.16     | IF                              
|        | 87.90    | 88.50  | 0.60         | 2.41     | IF                              
|        | 88.50    | 89.10  | 0.60         | 1.37     | IF                              
|        | 89.10    | 89.77  | 0.67         | 2.07     | IF                              
|        | 87.28    | 89.77  | 2.49         | 2.25     | Average                         
|        |          |        |              |          |                                 
|        | 115.20   | 116.10 | 0.90         | 2.85     | IF                              
|        |          |        |              |          |                                 
|        | 164.75   | 165.50 | 0.75         | 1.61     | Fault                           
|        | 165.50   | 166.45 | 0.95         | 0.05     | Mod Dfmd Bt Plw Basalt          
|        | 166.45   | 167.00 | 0.55         | 2.92     | Fractured Ank Vein              
|        | 164.75   | 167.00 | 2.25         | 1.27     | Average                         
|        |          |        |              |          |                                 
|        | 190.45   | 191.35 | 0.90         | 1.25     | Str Dfmd Chl Basalt             

|   
|---
|195

---



|        |          |        |              |          |                                       
|------- | -------- | ------ | ------------ | -------- | --------------------------------------
|MF04-81 | 78.20    | 79.00  | 0.80         | 2.43     | Altered IF                            
|        |          |        |              |          |                                       
|        | 85.00    | 85.80  | 0.80         | 2.02     | Mod Dfmd Wk Frac Bt
    Basalt        
|        |          |        |              |          |                                       
|MF04-82 | 64.00    | 64.60  | 0.60         | 3.02     | Str Dfmd Bt Basalt                    
|        | 64.60    | 65.00  | 0.40         | 5.64     | Ank Veining/Carb-Chl Flood Zn         
|        | 65.00    | 65.40  | 0.40         | 6.85     | Ank Veining/Carb-Chl Flood Zn         
|        | 65.40    | 65.80  | 0.40         | 7.74     | Ank Veining/Carb-Chl Flood Zn         
|        | 64.00    | 65.80  | 1.80         | 5.50     | Average                               
|        |          |        |              |          |                                       
|        | 85.00    | 86.00  | 1.00         | 6.13     | Fels Dyke w Carb-Chl Vns/Flood        
|        | 86.00    | 87.00  | 1.00         | 7.01     | Fels Dyke w Carb-Chl Vns/Flood        
|        | 85.00    | 87.00  | 2.00         | 6.57     | Average                               
|        |          |        |              |          |                                       
|        | 93.00    | 94.00  | 1.00         | 1.15     | Sericitized Felsic
    Dyke           
|        |          |        |              |          |                                       
|        | 103.70   | 104.23 | 0.53         | 2.48     | Mod-Wk Dfmd Bt Chl
    Basalt         
|        |          |        |              |          |                                       
|MF04-83 | 23.40    | 24.00  | 0.60         | 5.47     | Str Defd Vnd Bt Basalt                
|        |          |        |              |          |                                       
|        | 146.10   | 146.95 | 0.85         | 4.34     | Wkly Defd Chl + Bt
    Basalt         
|        |          |        |              |          |                                       
|        | 151.00   | 152.50 | 1.50         | 1.02     | Wkly Defd Chl + Bt
    Basalt         
|        |          |        |              |          |                                       
|MF04-84 | 10.45    | 11.45  | 1.00         | 1.48     | Mod Dfmd Bt Basalt                    
|        | 11.45    | 12.45  | 1.00         | 1.20     | Mod Dfmd Bt Basalt                    
|        | 10.45    | 12.45  | 2.00         | 1.34     | Average                               
|        |          |        |              |          |                                       
|        | 147.30   | 147.80 | 0.50         | 1.48     | Wk-Mod Dfmd Bt Basalt                 
|        |          |        |              |          |                                       
|MF04-85 | 80.44    | 81.30  | 0.86         | 1.54     | Aspy-Rich, M-Str Defd
    Bt Basalt   
|        |          |        |              |          |                                       
|        | 93.10    | 93.87  | 0.77         | 1.55     | Mod Defd Bt Basalt                    
|        | 93.87    | 94.57  | 0.70         | 0.17     | Ank Vein                              
|        | 94.57    | 95.45  | 0.88         | 0.02     | Wkly Defd Bt Basalt                   
|        | 95.45    | 96.45  | 1.00         | 0.06     | Wkly Defd Bt Basalt                   
|        | 96.45    | 96.75  | 0.30         | 7.84     | Qtz-Cb-Chl- Sulph Vein / IF??         
|        | 93.10    | 96.75  | 3.65         | 1.02     | Average                               
|        | 96.45    | 96.75  | 0.30         | 7.84     | including                             
|        |          |        |              |          |                                       
|DDH     | From (m) | To (m) | Interval (m) | Au (g/t) | Rocktype                              
|        | 109.30   | 110.15 | 0.85         | 1.91     | Qtz Vein or IF??                      
|        |          |        |              |          |                                       
|        | 128.25   | 128.65 | 0.40         | 1.69     | Qtz-Carb Vein? - IF?                  
|        |          |        |              |          |                                       
|        | 170.25   | 170.75 | 0.50         | 3.32     | Felsic Dyke                           
|        |          |        |              |          |                                       
|        | 174.50   | 175.10 | 0.60         | 1.30     | Mod Defd Sulphidized
    Bt-Chl Basalt
|        |          |        |              |          |                                       
|MF04-86 | 20.90    | 21.65  | 0.75         | 1.36     | Wk Dfmd Plw Basalt                    
|        |          |        |              |          |                                       
|        | 40.80    | 41.30  | 0.50         | 3.55     | Wk-Mod Dfmd Bt Basalt                 
|        |          |        |              |          |                                       
|        | 57.30    | 57.70  | 0.40         | 1.81     | Wk-Mod Dfmd Bt Basalt                 
|        |          |        |              |          |                                       
|        | 66.80    | 67.10  | 0.30         | 3.17     | Wk-Mod Dfmd Chl & Bt
    Basalt       
|        |          |        |              |          |                                       
|MF04-87 | 35.50    | 36.50  | 1.00         | 1.22     | Mod Dfmd Bt Basalt                    
|        |          |        |              |          |                                       
|        | 44.30    | 44.90  | 0.60         | 2.22     | Mod Dfmd Bt Basalt                    
|        |          |        |              |          |                                       
|        | 61.40    | 61.80  | 0.40         | 1.44     | Mod Dfmd & Vnd Bt
    Basalt          
|        |          |        |              |          |                                       
|        | 64.25    | 65.00  | 0.75         | 7.36     | Mod Dfmd & Vnd Bt Basalt              

|   
|---
|196

---



|        |        |        |      |       |                                 
|------- | ------ | ------ | ---- | ----- | --------------------------------
|        | 65.00  | 65.50  | 0.50 | 4.65  | Mod Dfmd & Vnd Bt Basalt        
|        | 64.25  | 65.50  | 1.25 | 6.28  | Average                         
|        |        |        |      |       |                                 
|        | 74.00  | 74.40  | 0.40 | 2.12  | Wk Dfmd Chl & Bt
    Basalt     
|        |        |        |      |       |                                 
|MF04-88 | 99.20  | 99.50  | 0.30 | 2.30  | W-Mod Defd Bt Basalt            
|        |        |        |      |       |                                 
|        | 140.40 | 141.07 | 0.67 | 1.31  | W-Mod Biotitic Basalt           
|        |        |        |      |       |                                 
|        | 153.12 | 153.72 | 0.60 | 1.60  | Strongly Biotitic Vnd
    Basalt
|        |        |        |      |       |                                 
|        | 210.85 | 211.83 | 0.98 | 1.31  | W-Mod Defd Bt Basalt            
|        | 211.83 | 212.51 | 0.68 | 2.71  | W-Mod Defd Bt Basalt            
|        | 212.51 | 214.00 | 1.49 | 1.77  | W-Mod Defd Bt Basalt            
|        | 210.85 | 214.00 | 3.15 | 1.83  | Average                         
|        |        |        |      |       |                                 
|MF04-89 | 48.46  | 48.80  | 0.34 | 32.00 | Mod Defd & Vnd Bt Basalt        
|        | 48.80  | 49.80  | 1.00 | 3.58  | Mod Defd & Vnd Bt Basalt        
|        | 49.80  | 50.25  | 0.45 | 11.35 | Mod Defd & Vnd Bt Basalt        
|        | 50.25  | 50.75  | 0.50 | 11.50 | Mod Defd & Vnd Bt Basalt        
|        | 48.46  | 50.75  | 2.29 | 11.06 | Average                         
|        | 48.46  | 48.80  | 0.34 | 32.00 | including                       
|        |        |        |      |       |                                 
|        | 55.75  | 56.20  | 0.45 | 2.63  | Mod Defd Bt + Chl
    Basalt    
|        |        |        |      |       |                                 
|        | 58.50  | 59.10  | 0.60 | 2.18  | Wkly Defd Bt + Chl
    Basalt   
|        |        |        |      |       |                                 
|        | 62.40  | 63.10  | 0.70 | 1.35  | W-Mod Defd Bt Basalt            
|        |        |        |      |       |                                 
|        | 69.85  | 70.30  | 0.45 | 10.15 | Sericitized Qtz Porphyry        
|        | 70.30  | 70.90  | 0.60 | 15.70 | Sericitized Qtz Porphyry        
|        | 70.90  | 71.90  | 1.00 | 14.60 | Sericitized Qtz Porphyry        
|        | 69.85  | 71.90  | 2.05 | 13.95 | Average                         

|   
|---
|197

---

Appendix 10 
Sampling Protocol

The following protocol outlines the procedure that will be applied to
sampling drill core at the McFinley Exploration Project. The geologist in charge
of logging will be responsible for adhering to the following Protocol:

General:

- 

Marking Core:

- 

Double-Check:

- 

|198
|---

---



APPENDIX 11 Assay Methods and Detections - ALS Chemex laboratories

|Gold - Fire Assay Fusion
      For fully quantitative total gold contents, the fire assay procedure is
      still the preferred choice by laboratories all over the world. Typically
      the samples are mixed with fluxing agents including lead oxide, and fused
      at high temperature. The lead oxide is reduced to lead, which collects the
      precious metals. When the fused mixture is cooled, the lead remains at the
      bottom, while a glass-like slag remains at the top. The precious metals
      are separated from the lead in a secondary procedure called cupellation.
      The final technique used to determine the gold and other precious metals
      contents of the residue can range from a balance (for very high grade
      samples), to AAS, ICP-AES or ICP-MS.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Method code | Description                     | Range (ppm) | 
| | ----------- | ------------------------------- | ----------- | 
| |             | Au by fire assay
    and AAS.   | 0.005 - 10  | 
| | Au-AA24     | 50 g nominal sample
    weight. |             | 

|ICP -Four acid "near total"
      digestionQuantitatively dissolves nearly all elements for the majority of
      geological materials. Only the most resistive minerals, such as Zircons,
      are only partially dissolved using this procedure.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                           |                                                                         |    |               |    |               |    |               | 
| | ------------------------- | ----------------------------------------------------------------------- | -- | ------------- | -- | ------------- | -- | ------------- | 
| | Method code               | 27 elements by HF-HNO3-HClO4 acid
    digestion, HCl leach and ICP-AES. |   
| | ME-ICP61                  |                                                                         |    |               |    |               |    |              
| | Elements and Ranges (ppm) |                                                                         |    |               |    |               |   
| | Ag                        | (0.5 - 100)                                                             | Cd | (0.5 - 500)   | Mn | (5 - 10,000)  | Sb | (5 - 10,000)  | 
| | Al                        | (0.01% - 25%)                                                           | Co | (1 - 10,000)  | Mo | (1 - 10,000)  | Sr | (1 - 10,000)  | 
| | As                        | (5 - 10,000)                                                            | Cr | (1 - 10,000)  | Na | (0.01% - 10%) | Ti | (0.01% - 10%) | 
| | Ba                        | (10 - 10,000)                                                           | Cu | (1 - 10,000)  | Ni | (1 - 10,000)  | V  | (1 - 10,000)  | 
| | Be                        | (0.5 - 1000)                                                            | Fe | (0.01% - 25%) | P  | (10 - 10,000) | W  | (10 - 10,000) | 
| | Bi                        | (2 - 10,000)                                                            | K  | (0.01% - 10%) | Pb | (2 - 10,000)  | Zn | (2 - 10,000)  | 
| | Ca                        | (0.01% - 25%)                                                           | Mg | (0.01% - 15%) | S  | (0.01% - 10%) |    |               | 
| |                           |                                                                         |    |               |    |               |    |               | 

(Reproduced from ALS Chemex website)



|199
|---

---





TECHNICAL REPORT

on the

GOLDEN PROMISE PROPERTY

BADGER AND GRAND FALLS MAP SHEETS, CENTRAL
NEWFOUNDLAND

for

RUBICON MINERALS CORPORATION



Prepared by: Qualified Person

David A. Copeland, B.Sc. (Hons.),
M.Sc., P.Geol.

April 26, 2004



|200
|---

---



TABLE OF CONTENTSSUMMARY
      2031.0
      INTRODUCTION AND TERMS OF REFERENCE
      2052.0
      DISCLAIMER
      2053.0 PROPERTY
      DESCRIPTION AND LOCATION
      2053.1 Golden Promise - Placer Dome Option
      2053.2 Golden Promise - Mercer Option
      2063.3 Tom Joe - Keats Option
      2063.4 Badger - Kennedy Option
      2064.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND
      PHYSIOGRAPHY2075.0 HISTORY
      2096.0
      GEOLOGICAL SETTING
      2096.1 Regional Geology
      2096.2 Property Geology
      2096.2.1 Stratigraphy
      2096.2.2 Structure
      2106.2.3 Alteration
      210FIGURE 3. LOCAL GEOLOGY AND SELECT ROCK ASSAYS ON THE GOLDEN PROMISEPROPERTY
      2127.0 DEPOSIT
      TYPES
      2138.0
      MINERALIZATION
      2138.1 Mode of Occurrence
      2138.2 Mineralized Zones
      2149.0
      EXPLORATION
      2149.1 Prospecting and Rock Grab Sampling
      2149.2 Soil Sampling
      2159.3 Trenching
      2159.4 Airborne Geophysical Survey
      21810.0
      DRILLING
      21810.1 August 2002
      21810.2 October to December 2003
      219FIGURE 5.
      VERTICAL LONGITUDINAL SECTION, JACLYN ZONE
      22411.0
      SAMPLING METHODOLOGY AND APPROACH
      22512.0 SAMPLE
      PREPARATION, ANALYSES AND SECURITY
      22513.0 DATA
      VERIFICATION
      22614.0
      INTERPRETATION AND CONCLUSIONS
      22614.1 Prospecting and Rock Grab Sampling
      22614.2 Soil Sampling
      22614.3 Trenching
      22614.4 Airborne Geophysical Surveys
      22614.5 Diamond Drilling
      22715.0
      CONCLUSIONS AND RECOMMENDATIONS
      22716.0
      REFERENCES
      22917.0
      CERTIFICATE OF THE QUALIFIED PERSON
      231




|201
|---

---



LIST OF TABLESTable
      1. List of Mineral Licences
      206Table
      2. Airborne survey details
      218Table
      3. 2002 & 2003 drillhole location and collar data
      221Table
      4. Significant Results from 2002 and 2003 drilling
      222LIST OF FIGURESFigure 1. Location map of the Golden Promise Property, central
      Newfoundland
      208Figure 2. Regional geology of the Golden Promise Property and surrounding
      area
      211Figure 3. Local geology and select rock assays on the Golden Promise
      Property
      212Figure 4. 2002 and 2003 trench and drillhole locations, Jaclyn Zone
      217Figure 5. Vertical longitudinal section, Jaclyn Zone
      224




|202
|---

---



SUMMARY

This report has been prepared to meet the Annual Information Form
requirements of Rubicon Minerals Corporation in 2004.

The Golden Promise Property is located immediately west of
the Town of Grand Falls-Windsor and encompasses the Town of Badger and occurs
entirely within NTS sheets 12A/16 and 02D/13 (Figure 1). Access to the property
is excellent along several logging and skidder roads and by the Trans-Canada and
Buchans highways, which transect the property. The property comprises 23
map-staked licenses consisting of 2,150 claims for a total combined area of
53,750 ha. The aggregate land position consists of both optioned and staked
property 100% owned by Rubicon Minerals. The entire property is currently under
option to Placer Dome (CLA) Canada Ltd.

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

Gold bearing quartz veins at Golden Promise are hosted within
Lower Ordovician to Silurian metasedimentary rocks of the Victoria Lake Group
and the Caradocian shale. The property is mapped as being underlain by Badger
Group sediments located north of, and presumably up sequence of a conformable
contact with Carodocian black shales, which in turn overlie Middle Ordovician
epiclastic and sedimentary rocks of the Victoria Lake supergroup. Stratigraphy
in the area is mapped as being upright and moderately to steeply dipping (50o to
90o) with attitudes influenced by open to sub-isoclinal upright folds that
plunge moderately towards the northeast. Mafic dykes are observed to intrude the
local stratigraphy and occupy the same structure as gold bearing quartz veins of
the Jaclyn Zone.

The style of veining, mineralization, alteration, host rock
and tectonism most closely resembles other turbidite-hosted (or slate belt) gold
deposits throughout the world. Examples are the turbidite-hosted gold deposits
of the Lachlan Fold Belt in central Victoria, Australia and the gold deposits of
the Meguma Group, Nova Scotia.

Gold bearing quartz vein float was discovered during the
spring of 2002 by local prospector Mr. William Mercer, which eventually led to
the discovery of the Jaclyn Zone. One composite sample from ~10 boulders assayed
approximately 30 g/t Au. Exploration since August 2002 on the Golden Promise
Property in Newfoundland, comprises a total of 3496.9 metres of diamond drilling
in 33 holes, 8,250 line kilometres of airborne magnetic and electromagnetic
surveys, ground geophysical surveys on 20 line kilometres of grid, excavation of
16 trenches, B-horizon soil sampling and prospecting. The majority of the work,
including all of the diamond drilling has focused on the Jaclyn Zone. Drilling
programs during August 2002 and the fall of 2003 along with the airborne survey
were completed with financial support ($344,165) from the Newfoundland and
Labrador government's Junior Company Exploration Assistance Program (JCEAP).
Total exploration expenditures, to the end of March 2004 on the Golden Promise
Property, excluding GST/HST, are approximately $1,400,000.

Of the 33 holes completed to date 22 have intersected visible
gold bearing veins. Highlights of the 2002 program include intersections of up
to 16.57 g/t Au over an estimated true thickness of 1.64 m (GP02-01); 23.14 g/t
Au over an estimated true thickness of 0.67 m (GP02-14); and 68.95 g/t Au over
an estimated true thickness of 0.21 m (GP02-21). Results from the 2002 drill
program document the Jaclyn vein system as developed over a minimum 225 m strike
length to a vertical depth of 50 to 60 m and remains open in both strike
directions and below 50 m vertical depth.

The 2003 drill program followed up on the successful drilling
completed during the summer of 2002. Of the 12 holes drilled suring the 2003
program 7 intersected visible gold bearing quartz veins. Drilling was
successful in drilling off two new gold bearing veins at Jaclyn North and
Jaclyn South. Highlights include: 11.16 g/t Au over 1.6 metres (GP03-24), 18.18
g/t Au over 0.6 metres (GP03-25), 44.59 g/t Au over 0.3 metres (GP03-31), and
12.13 g/t over 0.35 metres (GP03-32).

---

Drilling during 2002 and 2003 was successful in defining gold
bearing mineralization at the Jaclyn zone. Drilling defined the extent Jaclyn
Zone to be 375 m in strike length and 192 m vertical depth. Drilling in hole
GP03-31, 32 and 33 have shown the north (Jaclyn North Zone) and south (Jaclyn
South Zone) boulder trains to be underlain by highly altered sedimentary
stratigraphy that hosts visible gold bearing quartz veins, similar in style to
that encountered within the Jaclyn zone. These new discoveries underscore the
potential of Jaclyn North and South Zones to host gold bearing quartz veins
similar in extent to the Jaclyn Zone.
Based on the highly encouraging results of exploration
conducted to date a program comprising 2000 metres of diamond drilling,
B-horizon soil sampling and prospecting is recommended for 2004. The combined
budget of the proposed work is approximately $750,000.
This exploration program should be completed in three
separate phases. The first phase of exploration should consist of a preliminary
phase of drilling, totalling approximately 1000 m, designed to test the eastern
extension of the Jaclyn North and Jaclyn Zones and the Justin's Hope gold
occurrence. It is proposed that an initial 640 sample B-horizon soil sampling
program be first conducted to further outline mineralization at the east end of
the Jaclyn grid, and at the Justin's Hope, Branden and Shawn's Shot gold
occurrences.
The second phase of exploration (Phase 2) will comprise a
regional prospecting, geochemical and geological mapping program, designed to
find new zones of gold mineralization within float and bedrock. The regional
program should be completed over the course of three months during the summer of
2004.
The third phase of exploration will comprise drill testing
(approximately 1000 m) during the late fall and follow-up on targets generated
during the summer 2004 Phase 2 program or additional testing of the Jaclyn,
Jaclyn North and Jaclyn South Zones and the Justin's Hope and Shawn's Shot gold
occurrences. It is envisioned that this approach will lead to discovery of new
areas of gold mineralization on the Golden Promise Property and leave the
project poised for a drill intensive campaign in late 2004 and early 2005.
1.0 INTRODUCTION AND TERMS OF REFERENCE
This technical report on the Golden Promise Property
("Property") was prepared at the request of Rubicon Minerals Corporation
("Rubicon") with respect to the proposed filing of a current 43-101 F1 technical
report as required by securities regulations.
Exploration since August 2002 on the Golden Promise Property
in Newfoundland, comprises a total of 3496.9 metres of diamond drilling in 33
holes, 8,250 line kilometres of airborne magnetic and electromagnetic surveys,
ground geophysical surveys on 20 line kilometres of grid, excavation of 16
trenches, B-horizon soil sampling and prospecting. The majority of the work,
including all of the diamond drilling has focused on the Jaclyn Zone. Drilling
programs during August 2002 and the fall of 2003 along with the airborne survey
were completed with financial support ($344,165) from the Newfoundland and
Labrador government's Junior Company Exploration Assistance Program (JCEAP).
Total exploration expenditures, to the end of March 2004 on the Golden Promise
Property, excluding GST/HST, are approximately $1,400,000.
Information contained in this report is based on data
collected by Rubicon from 2002 until present, unpublished company reports,
public domain data including assessment reports filed with the Newfoundland and
Labrador Department of Mines and Energy ("Mines and Energy"), and a variety of
publications. The author and Qualified Person, David Copeland, has worked on the
Golden Promise Property since October 2003.
The majority of exploration on the Property has centered on
one main target area referred to as the Jaclyn Zone. This report covers details
of exploration conducted since the summer of 2002 when Rubicon optioned and
staked claims comprising the Property.
Gold values for work performed by Rubicon are reported as
grams per metric tonne ("g/t"). Historic gold values are presented as originally
reported and converted to g/t if required. A conversion factor of 34.28 is used
to convert ounces per short ton ("oz/ton") to g/t. Currency is reported as
Canadian dollars unless otherwise noted. All map coordinates are given as
Universal Transverse Mercator (UTM) Projection, North American Datum (NAD) 27,
Zone 21 coordinates.
2.0DISCLAIMER
The author has relied on information provided by Rubicon
Minerals Corporation on the legal status of claims that form the Golden Promise
Property. Effort was made by the author to review the information provided for
obvious errors and omissions; however, the author shall not be held liable for
any errors or omissions relating to the legal status of claims described in this
report.
3.0PROPERTY
DESCRIPTION AND LOCATION
The property is located immediately west of the town of Grand
Falls-Windsor and encompasses the town of Badger and occurs entirely within NTS
sheets 12A/16 and 02D/13 (Figure 1). Access to the property is excellent along
several logging and skidder roads and by the Trans-Canada and Buchans highways,
which transect the property.
The property comprises 23 map-staked licenses consisting of
2,150 claims for a total combined area of 53,750 ha. The aggregate land position
consists of both optioned and staked property 100% owned by Rubicon Minerals.
Table 1 summarizes the project's property and ownership details. Though several
licences are not currently registered to Rubicon, Rubicon has registered its
option agreements for each of the optioned properties. With the exception of the
Tom Joe option (licence 4932M), all licences were issued in 2002 with only first
year assessment filed to date or bonds posted in lieu of the first year's
assessment. The Tom Joe option was issued in May of 1996 and has been held by
several previous owners/operators. All claims are in good standing.
3.1 Golden Promise - Placer Dome Option
On August 29, 2003 Rubicon signed an agreement with Placer
Dome (CLA) Canada Ltd. ("Placer") whereby Placer can earn an initial 55%
interest in the Golden Promise property. The licences that are subject to the
option agreement are listed in Table 1. Under the terms of the agreement, Placer
must spend $5 million over a four-year
period, including $1.5 million before the end of 2004 and a
firm exploration commitment of $700,000 before the end of February 2004
(completed). Other terms of the agreement allow Placer the election, once it has
met its initial $5 million commitment, to earn an additional 15% interest (to a
maximum 70% interest) by delivering a bankable feasibility study on the project
by the end of 2009. Failure to do so by this date will cause reversion back to a
55% Placer - 45% Rubicon Joint Venture. The agreement covers and incorporates
the underlying Mercer, Keats and Kennedy options (listed below).
3.2 Golden Promise - Mercer Option
A portion of the property immediately surrounding the Jaclyn
Zone (650 claims; 16,250 ha) is subject to an option agreement with Mr. Bill
Mercer with payments totalling $230,000 [$60,000 paid] plus 100,000 Rubicon
shares [20,000 paid] over 4 years. There is an underlying 2% NSR to Mr. Mercer
of which Rubicon can purchase 1% for $1 million at any time and where Rubicon
holds a right of first refusal on the remaining 1% NSR.
3.3 Tom Joe - Keats Option
A second prospector, Mr. Kevin Keats, also holds 6 claims (licence
4932M) under option to Rubicon Minerals within the greater property. These
claims are subject to option and cash payments totalling approximately $49,000
over 3 years with the property subject to a 2.5% NSR payable to Mr. Keats of
which 1.5% can be purchased by Rubicon for $1.5 million and where Rubicon holds
a right of first refusal on the remaining 1% NSR.
3.4 Badger - Kennedy Option
Another portion of the property is under option from
prospectors, Jacob Kennedy and Don Driscoll and is comprised of five licences
totalling 64 map-staked claims (licences 8869M, 8870M, 8967M, 8968M & 8969M).
These claims are subject to option payments totalling $30,000 and 15,000 Rubicon
shares over 3 years with the property subject to a 2% NSR payable to the vendors
of which 1% can be purchased by Rubicon for $1 million and where Rubicon holds a
right of first refusal on the remaining 1% NSR.
Table 1. List of Mineral Licences
Mineral
    No. of
    Licence Holder
    Issue Date
    NTSLicence No.
    Claims8945M
    96
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168946M
    180
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168947M
    22
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168948M
    32
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168950M
    216
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168951M
    200
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168953M
    85
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168954M
    50
    Rubicon Minerals Corporation
    July 19, 2002
    12A/16, 02D/139062M
    172
    Rubicon Minerals Corporation
    August 26, 2002
    12A/169105M
    154
    Rubicon Minerals Corporation
    October 4, 2002
    12A/169106M
    220
    Rubicon Minerals Corporation
    October 4, 2002
    02D/13, 12A/169107M
    188
    Rubicon Minerals Corporation
    October 4, 2002
    02D/13, 12A/169108M
    211
    Rubicon Minerals Corporation
    October 4, 2002
    02D/138859M
    12
    William Mercer
    June 21, 2002
    12A/168864M
    12
    William Mercer
    June 25, 2002
    12A/168868M
    168
    Rubicon Minerals Corporation
    June 25, 2002
    12A/164932M
    6
    Kevin Keats
    May 8, 1996
    12A/168949M
    62
    Rubicon Minerals Corporation
    July 19, 2002
    12A/168869M
    20
    Jacob Kennedy
    June 25, 2002
    12A/168870M
    24
    Donald Driscoll
    June 25, 2002
    12A/168967M
    4
    Jacob Kennedy
    July 22, 2002
    12A/168968M
    10
    Jacob Kennedy
    July 22, 2002
    12A/168969M
    6
    Donald Driscoll
    July 22, 2002
    12A/164.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE
AND PHYSIOGRAPHY
The property is located immediately west of the town of Grand Falls-Windsor
and encompasses the town of Badger and occurs entirely within NTS sheets 12A/16
and 02D/13 (Figure 1). Access to the property is excellent along several logging
and skidder roads and by the Trans-Canada and Buchans highways, which transect
the property.
The property is characterized by a northeast trending
topographic grain which is observed as a series of low, northeast trending
ridges and valleys as well as a predominant parallel trend to the many ponds and
rivers occurring on the property. Glacial features on the property suggest a
dominant episode of northeastward ice flow as exemplified by striations with an
average orientation of 58o (Newport, 2003).

Figure 1. Location map of the Golden Promise Property, central
Newfoundland
2094.0HISTORY

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

Although the area of Golden Promise diamond drilling has
periodically been staked prior to 2002, there is no record of any prior gold
focused ground exploration in the area surrounding the Jaclyn Zone, however
limited ground work has been completed over portions of the property including
the Tom Joe Option and licence 8949M.

In the spring of 2002, local prospector Mr. William Mercer
collected samples from quartz float exposed following a major forest fire, which
swept through the area in 1999. One composite sample from approximately 10
boulders assayed approximately 30 g/t Au. Based on this occurrence, Rubicon
optioned the property from Mr. Mercer in May 2002.

6.0 GEOLOGICAL SETTING

6.1 Regional Geology

The property is located within the Exploits subzone near the
western edge of the Dunnage Zone (Figure 1). Rocks of the Dunnage Zone consist
of volcanic, volcaniclastic and sedimentary rocks of island-arc and back-arc
affinity interpreted to represent vestiges of the Iapetus Ocean (Williams et
al., 1988). Evolution of the Dunnage is divided into pre to syn-accretionary and
post-accretionary phases (Swinden, 1990). The initial Cambrian to Mid-Ordovician
pre to syn-accretionary phase is marked by periods of volcanism and
sedimentation in island-arc and back-arc basins. The syn-accretionary phase
(initial closure of Iapetus Ocean) resulted in the structural emplacement of
Notre Dame subzone rocks over the continent of Laurentia (Taconic Orogeny,
Stevens 1970) and the Exploits subzone rocks over the Gondwana continental
margin (Penobscot Orogeny). Continued closure of Iapetus during the Late
Ordovician to Early Silurian corresponds to a period of sedimentation in fault
bound basins (Dean, 1978; Kean et al., 1981). Post-accretion activation and
reactivation of large strike-slip faults led to deposition of Silurian
fluviatile sedimentary and terrestrial volcanic rocks (Szybinski et al., 1990;
Coyle and Strong, 1987). Siluro-Devonian deformation (Salinic orogeny) resulted
in crustal thickening that caused regional greenschist and amphibolite grade
metamorphism and crustal melting that resulted in widespread plutonism (Dean,
1978; Dallmeyer et al., 1983). Subsequent, possibly Alleghenian, Carboniferous
faulting produced shallow pull-apart basins in which continental and shallow
water sediments were deposited (Dean, 1978, Kean et al., 1981).

The Dunnage Zone is divided into the Notre Dame and Exploits
subzones, separated by the Red Indian Line (Williams et al., 1988). The line
(Figure 1) is an extensive fault system interpreted to separate rocks
originating from opposing sides of the Iapetus Ocean that were not linked until
the late Llanvirn to early Llandeilo (e.g., Evans & Kean, 2002).

Kean & Jayasinghe (1982) and Evans et al., (1994) divide the
Badger map area (NTS 12A/16) into numerous lithostratigraphic units, many of
which have been further separated on the basis of lithology. These units range
in age from Middle Ordovician and older to Devonian, and comprise sedimentary,
extrusive and intrusive rock types. Rocks of the Victoria Lake supergroup are
stratigraphically overlain by a regionally extensive sequence of Carodocian
black shale which separates rocks of the Victoria Lake supergroup to the south
from overlying Ordovician to Silurian siliciclastic sediments of the Badger
Group to the north (e.g., Evans and Kean, 2002). The Badger Group sediments are
comprised of a flyschoid sequence of argillite, greywacke and conglomerate that
ranges in age from Middle Ordovician to Early Silurian age (e.g., Evans and Kean,
2002).

6.2 Property Geology

6.2.1 Stratigraphy

The property is mapped (e.g. Evans et al., 1994) as being underlain by Badger
Group sediments located north of, and presumably up sequence of a conformable
contact with Carodocian black shales, which in turn overlie Middle

---



|210
|---

Ordovician epiclastic and sedimentary rocks of the Victoria
Lake supergroup (Figure 3). Stratigraphy in the area is mapped as being upright
and moderately to steeply dipping (50o to 90o) with attitudes influenced by open
to sub-isoclinal upright folds that plunge moderately towards the northeast
(Evans et al., 1994). Mafic dykes are observed to intrude the local stratigraphy
and occupy the same structure as gold bearing quartz veins of the Jaclyn Zone.

6.2.2 Structure

The Victoria Lake, Caradoc and Badger stratigraphy has been
deformed about tight to isoclinal, upright, northeast plunging folds. F1 folds
appear to be cut by the 411± 6 Ma Hodges Hill granite stock in the north. This
supports a late Taconic to early Salinic age for D1 deformation (445-411 Ma),
related to the juxtaposition of the Exploits Subzone with Laurantian overlap
rocks, across the Red Indian Line. Quartz veins and major fault zones throughout
the area trend northeast and seem to be related to deformation during formation
of F1 folds.

6.2.3 Alteration

Alteration on the Golden Promise Property has, to date, only
been recognized at the Jaclyn zone. Alteration associated with the veining
extends to 10-15 metres either side of the zone, but varies somewhat from rock
type to rock type. The most pronounced alteration is developed in fine-grained
mudstone where light green 1-10mm clots, splotches, and bladed textured entities
of silica-sericite-carbonate often coalesce into massive alteration sections.
Locally, a yellowy green, more pervasive looking, sericite-iron carbonate
alteration has developed. Superimposed on both above types of alteration, and
most strongly developed immediately adjacent to the main vein, is a granular,
black, carbonaceous, fracture-controlled "spider-web" to patchy textured,
locally bedding replacement alteration. Scattered grains of mostly arsenopyrite
with lesser pyrite and pyrrhotite, occur within the altered zones, but are most
abundant immediately adjacent to the main vein. Some hairline pyrite fractures
develop within 1 metre of the vein margin. A carbonatized, buff coloured,
0.5-1.2m thick steeply dipping, though lateraly restricted mafic dyke with
chilled contacts cuts all rock types including the mineralized quartz vein.

---



|211
|---



Figure 2. Regional geology of the Golden Promise Property and
surrounding area

---



|212
|---



Figure 3. Local geology and select rock assays on the Golden
Promise Property

---



|213
|---

6.0

Gold bearing quartz veins at Golden Promise are hosted within
Lower Ordovician to Silurian metasedimentary rocks of the Victoria Lake Group
and the Caradocian shale. The style of veining, mineralization, alteration, host
rock and tectonism most closely resembles other turbidite-hosted (or slate belt)
gold deposits throughout the world. Examples are the turbidite-hosted gold
deposits of the Lachlan Fold Belt in central Victoria, Australia and the gold
deposits of the Meguma Group, Nova Scotia. These deposit types are characterized
by the following geologic elements:

1. Veins occur in "fields", hosted by short strike-extent faults (<1 km) in
  areas of 1 km by 8 to 12 km and parallel the structural grain;
2. Veins are hosted by large antiformal culminations;
3. The largest tonnage deposits generally occur within permeable turbidites,
  immediately beneath or within carbonaceous shale caprock;
4. Gold occurs chiefly as free, coarse native gold;
5. Gold occurs within laminated fault fill quartz veins (bedding parallel
  thrusts), and large tonnage saddle quartz stockworks and veins, and extension
  veins. Jogs in the laminated vein system;
6. "Ore" chutes occur along the fold hinges, and parallel to fold hinges
  within the laminated veins;
7. White mica, quartz, carbonate, sulphides (pyrite, arsenopryrite,
  pyrrhotite) and occasional albite characterize wallrock alteration envelopes;
  and
8. Visible alteration extends 10 metres from the auriferous veins.

8.0
MINERALIZATION

8.1 Mode of Occurrence

The main quartz vein system (Jaclyn) zone is sub-vertical (80
to 85°), dipping mainly steeply to the southeast though to the east it dips
steeply to the northwest, while its strike varies from 070° to 090° (true). The
Jaclyn Zone vein system attains an estimated true thickness of close to 4 m,
with individual veins up to 2.7 m thick.

The gold-bearing quartz veins of the Jaclyn Zone are milky
white to grey in colour, comb-textured to locally vuggy, often stylolitic to
banded, and inclusion rich; indicative of open space filling in an extensional
tectonic setting. Visible gold distribution within a vein is generally
restricted to 10-20 cm thick zones, often close to vein margins. Gold occurs as:
i) specks (0.1 mm) to coarser 3 mm flakes along short fractures oriented
perpendicular to the vein margin (comb quartz crystal boundaries); ii) along
stylolitic seams with fine-grained arsenopyrite; iii) as scattered specks along
rusty fractures parallel to the vein boundary; and, iv) and less commonly as
isolated grains in massive quartz.

Accessory minerals include calcite, chlorite, sericite, iron
carbonate, arsenopyrite, pyrite, galena, sphalerite, and chalcopyrite. Wall rock
inclusions locally contain abundant arsenopyrite with lesser pyrite. Hosting the
veins are predominantly very fine grained, weakly to well bedded
mudstone/greywacke intercalated with more granular arkosic greywacke, and
massive arkose with mudstone clasts to 2 cm. Very well preserved sedimentary
structures such as load casts, flame structures, scours, and graded bedding
suggest an upright facing, relatively shallow north northeast dipping sequence.
Alteration associated with the veining extends for several metres to 15 m either
side of the zone, but varies somewhat according to rock type. The most
pronounced alteration is developed in fine-grained mudstone where light-green
1-10 mm spots and fracture alteration consisting of silica-sericite-carbonate
locally coalesce into massive alteration sections. A 0.5 to 1.2 m thick steeply
dipping, though laterally restricted mafic dyke with chilled contacts cuts all
rock types including the mineralized quartz vein.

---



|214
|---

8.2 Mineralized Zones

Known gold zones on the Golden Promise Property include the
Jaclyn, Jaclyn North and Jaclyn South zones. Other areas of anomalous
gold-bearing quartz float and gold bearing quartz veins in bedrock exist at
Justin's Hope, Branden and Shawn's Shot (7 km west-southwest of Jaclyn).

9.0 EXPLORATION

9.1 Prospecting and Rock Grab Sampling

Surface exploration completed by Rubicon during the summer of
2002 involved detailed prospecting to determine the extent of the gold-bearing
quartz float, followed by the establishment of 20 km of gridline, magnetic/VLF-EM
surveys, 2 km of IP surveying, and excavation of 9 trenches. Results of the
ground geophysics are considered to have been ineffective at detecting the
mineralized veins, however, several potential structures may be inferred from
the data. The data is, however, considered too limited in lateral extents to
confidently interpret structures. One of the trenches exposed a 1-2 m thick
quartz vein system (Jaclyn Zone) with local abundant visible gold. Adjacent
trenches, failed to expose the vein in bedrock due to thick overburden
conditions and rapid water inflow, though numerous large quartz boulders were
excavated from the trenches (Mullen, 2003).

Prospecting identified a 650 m long by 20 m wide boulder
train apparently associated with and trending parallel to the vein and in the
direction of glacial transport (i.e. southwest-northeast). Float sampled from
this train returned grab sample assays ranging up to 18.2 g/t to 353.4 g/t Au.
Two other sub-parallel boulder trains, to the south & northeast of the Jaclyn
Zone, were documented and contain anomalous gold and arsenic values and locally
visible gold in quartz vein material (Moore, 2003a, b).

Prospector, William Mercer, spent several months prospecting
the property intermittently throughout the summer and fall of 2002 and summer of
2003. Rock samples were collected with emphasis placed on sampling rocks
mineralized with sulphides or hosting visible alteration. Quartz vein float was
sampled as a high priority. All samples were analyzed for gold (1 assay ton) at
Eastern Analytical in Springdale and pulps shipped to ALS Chemex in Vancouver
for four-acid "near complete" digestion and ICP-ES multi-element analyses.

Prospecting has been completed on a limited area to date,
largely focusing on the overall north-easterly trend and potential along strike
extensions of the Jaclyn zone as well as the three main boulder trains
previously identified proximal to the Jaclyn zone (Figure 3). Results include
four new areas outside of the boulder trains, which return gold values in excess
of 1 g/t Au. These include two samples located 5.5 and 3.5 km southwest (i.e.,
up-ice, samples 135 & 125 respectively) of the Jaclyn zone as well as a bedrock
sample located approximately 1.5 km west of Jaclyn (sample RNF18173) and a
cluster of mineralized float located approximately 3.5 km northeast of Jaclyn on
the northeast corner of licence 8868M (cluster of three samples including
samples RNF18219, RNF18257, RNF18165).

The first two anomalous samples return gold values of 1.48
and 1.27 g/t Au respectively from quartz float, while sample RNF18173 is
reported to assay 2.34 g/t Au from silicified sediment with quartz veins in
bedrock. The cluster of three samples located to the northeast is all from
quartz float material and include assays of 1.49, 1.36 and 335.90 g/t Au
respectively. A small number of soil samples were collected from the area of the
high-grade float and returned one anomalous sample assaying 110 ppb Au 120 m
northwest of the float. The remaining soil samples collect from this area failed
to return anomalous results, and the float remains unsourced.

Limited prospecting and follow-up sampling during the fall of
2003 was undertaken including follow-up on obvious structural discontinuities
shown by the airborne magnetic and electromagnetic survey. In two of these
areas, quartz float and or quartz veining in outcrop was found nearby.

Follow-up prospecting on a 2 g/t Au sample on the eastern
part of the property along the Exploits River located an approximate 35 to 40 m
wide zone of highly quartz veined black shale. Quartz veins range in width from
1 to 40 cm. Several samples were collected at this location (575350E/5421000N).

Follow-up prospecting was completed on a 35 g/t Au sample
along the Exploits River, southwest of the Jaclyn Zone. The sample was
previously described as subcrop but we are now confident that the protruding
quartz vein is outcropping. The vein is approximately 35 cm wide and contains
abundant visible gold on laminated surfaces and is very reminiscent of the vein
within the Jaclyn zone. The vein is located approximately 1.5 m from competent

---

215
outcropping black shale. Fractures within the black shale are
sub-parallel to the strike of the vein (110/78). Quartz veins (1 to 15 cm)
outcrop 250 m to the northeast of this site and are hosted within tightly
(chevron) folded graphitic black shale and sandstone. Small-scale examples of
breached anticlines exist exhibiting thin (<1 cm) quartz veins that parallel
thin fault zones developed in anticlinal hinge zones. Several of these veins
have sub-parallel orientation to the vein sampled further to the west.
Quartz float at the Justin's Hope occurrence continues to
yield significant gold grade with assays from recent sampling assaying up to 10
g/t. Prospecting continues to prove efficient and successful in discovering new
areas of interest.
9.2 Soil Sampling
A total of 893 B-horizon soil samples were collected over the
Jaclyn, Jaclyn East, Justin's Hope and Branden gold occurrences. The sampling
covers areas of anomalous gold bearing quartz boulders at a sample spacing of 25
m and line spacing of 100 to 200 metres.
All areas sampled show anomalous gold values. Twenty-eight
(28) of the samples return strongly anomalous Au assays (20 to 8995 ppb). The
data show anomalous samples (>20 ppb) clustering on all lines crossing the known
extent of the Jaclyn zone. The soil samples do not reveal anomalous gold within
soil overlying the Jaclyn North and Jaclyn South Zones.
The zone of anomalous Au in soils at Jaclyn East lies
immediately within the area of Au bearing qtz float. This zone trends parallel
to the main Jaclyn vein. This zone is also underlain by Caradoc shale and lies
within the area of current greatest exploration potential. The soil anomalies
coincide with the trace of the quartz float train and are in some cases broad
(75 m by 400 m) with three consecutive anomalous samples on a line.
Soil sampling at Justin's Hope indicates several linear gold
zones measuring as large as 500 m long by 25 m wide. Both zones of anomalous
soils are open proceeding outside of the sampled area. The areas of anomalous
soils are parallel to one another, oblique to the glacial transport direction
and the trace of the boulder train (transported glacially?). The trend of the
gold in soil zones is also sub-parallel to the trace of the Jaclyn vein and the
zones are each coincident with the trace of underlying structures (fault or
dykes) imaged on the EM resistivity and total magnetic intensity (TMI) survey.
Soil sampling at the Branden gold occurrence returned four
anomalous samples that do not form any distinctly anomalous trend. The sampling
is considered inconclusive and may be the results of alluvial deposits
influencing the soil chemistry. Further analysis of the depositional setting of
the sediments overlying the Branden occurrence is required to determine how best
to proceed with future sampling.
9.3 Trenching
A total of nine trenches were excavated in three areas of the
property where quartz float trains were delineated during the summer of 2002
(Mullen, 2003). Most of the trenching (7) was targetted along the "Main" quartz
float train (Jaclyn Zone), while the "South" (Jaclyn South) and "Northeast"
(Jaclyn East) trains were tested by one trench each. Only five of the trenches
actually reached bedrock. The other four encountered up to 6 meters of
overburden consisting of at least two till packages; an upper sandy-brown
boulder till up to 5 meters thick and a lower, 1+ metre thick, grey, more
clay-rich lodgement till.
The "Main" trench intermittantly exposed a 1-2 metre wide
quartz vein system, locally with abundant visible gold over a length of 22
metres within a sequence of relatively flat lying mudstone and greywacke. A
narrow mafic dyke was also exposed next to the quartz vein. Adjacent trenches
("West" and "East"), though failing to expose the vein directly due to very
rapid water inflow, contained numerous large quartz boulders from close to the
bedrock surface. During September and October 2002, these adjacent water filled
trenches were partially drained using several 2 to 4 inch diameter volume pumps
but too much mud had accumulated in the preceding two months, covering up any
possible bedrock that had been initially exposed.
The "South" trench exposed feldspar-rich sediments (arkose)
cut by a narrow, 6cm quartz-sulphide vein that contained minor gold (38 ppb Au).
Also exposed was a 2cm quartz-pyrite veinlet, which returned 31 ppb Au. The
bedrock source for the "South" quartz float train was not found.

---

216
The "Northeast" trench exposed very fine-grained, dark grey
to black siliceous sediments locally with graphitic seams and a 17cm wide zone
of semi-massive to nodular pyrite. Bedding appears to be steeper (70) compared to the "Main" and
"South" trenches (10
-30). The pyrite zone was moderately
anomalous in gold (195 ppb Au max.) and arsenic (up to 246 ppm As). As with the
"South" trench, the bedrock source for the "Northeast" quartz float train was
not exposed.

A small trenching program was carried out between October 28,
and November 4, 2003 with a total of 7 trenches excavated (GPTR-01 through
GPTR-07. Trenching on the Jaclyn North Zone (GPTR-01, 02), previously known as
the north boulder train, exposed intercalated black mudstone and green-grey
mudstone greywacke sequences and arkosic sandstone. Trench GPTR-01 exposed a
sequence of mudstone/wacke that is separated from black mudstone by a 10 to 20
cm deformation zone parallel to the contact. This deformation zone is
characterized by more intense fabric development and the presence of
high-density quartz veins (1 to 3 cm) within a 1 m zone in the black mudstone.
Bedrock on either side of this structure appears to have slightly different
orientations with respect to bedding and possibly cleavage. Although significant
quartz and calcite veins were exposed within bedrock in trench GPTR-01, the
veins did not contain appreciable amounts of arsenopyrite or base metals and
were not laminated as the boulders that overlie the trenched area. Samples
collected from the trench did not return significant gold assay while samples of
quartz float immediately overlying the trenched bedrock contained visible gold
and returned assays up to 4 g/t Au.

Trenching over the Jaclyn South Zone (GPTR-03 to 06),
previously known as the south boulder train, exposed mostly unaltered
mudstone/greywacke sequences with interlayered arkosic sandstone. Trenching did
not expose metre-scale arsenopyrite bearing quartz veins as indicated by the
overlying float. Numerous 1 to 4 cm quartz veins are present in bedrock
underlying the Jaclyn South Zone. Weakly altered mudstone in trench GPTR-03 may
indicate proximity (10's of metres) to significant vein mineralization similar
to the Jaclyn Zone. No bedrock was exposed in trench GPTR-06. Three test pits
(GPTR-07) excavated at the Justin's Hope float occurrence struggled to expose
bedrock. In one test pit, unaltered black mudstone was exposed that did not host
significant quartz veining similar to that observed in the overlying quartz
float train. Two other test pits failed to reach bedrock and were filled in. No
samples were collected from the Justin's Hope test pits.

---

217



---

218
9.4 Airborne Geophysical Survey
From October 21 to November 19, 8,250 line-km of high
resolution, helicopter-borne electromagnetic/magnetic surveys were completed on
the Golden Promise Property covering all licenses in Table 1. The survey also
covered licences 8904M (21.5 line kilometres; held by Stephen Courtney) and
9886M (7.5 line kilometres; held by Gary E. Lewis) as well as un-staked areas to
the east of licence 8946M (15 line kilometres) and to the west of licence 8954M
(7 line kilometres). The survey was flown in two blocks (East and West) and was
partially funded ($200,000) by the Government of Newfoundland and Labrador under
the Junior Company Exploration Assistance Program (JCEAP).
The airborne survey covered the entire Golden Promise
Property following the trace of the Caradocian shale horizon throughout the
property. The survey (traverse) flight lines were generally flown in a
north-south orientation (with the exception of Licence 4932M, flown East-west)
with 75 m line spacing. Tie lines were spaced approximately 750 m and oriented
orthogonal to the survey lines. A summary of the survey details is provided in
Table 2.
All frequencies of resistivity and magnetic data show strong
contrast in the underlying lithologies and reveal regional and local-scale
folded and faulted stratigraphy, both potentially of critical significance for
formation of gold bearing quartz veins. Abrupt transitions from high resistivity
to low resistivity units marks the transition from siliciclastic rocks of the
Victoria Lake and Badger siliciclastic metasediments to the Carodocian shale
marker unit. The Carodocian shale occupies an approximate 450 metres thick layer
throughout the survey area. The highly conductive nature of the rock is
attributable to the relative high graphite and/or pyrite content of this black
shale. This contrasting stratigraphy outlines tight north-plunging folds. In
places, the folds have been offset by faults that trend parallel and transect
the axial trace of the folds.
Table 2. Airborne survey details

|        |       | Traverse Line |               |             |         |              
|------- | ----- | ------------- | ------------- | ----------- | ------- | -------------
|Area    | Area  | Spacing       | Traverse Line | Tie-Line km | Total   | Traverse Line
|        | (km2) | (m)           | km            |             | Line-km | Direction    
|        |       |               |               |             |         |              
|Golden  | 542.3 | 75            | 7,691         | 559         | 8,250   | N-S          
|Promise |       |               |               |             |         |              

The most obvious magnetic features imaged by the survey are a
pervasive set of ESE (110 degree) trending dykes, NE trending dykes and fault
zones. Many of the magnetic dykes apparently terminate when passing from Badger
or Victoria Lake sediments to the Carodocian shale unit. The magnetic dykes
imaged within the survey area may be correlative to mafic plutonic rocks that
intrude upper levels of the Victoria Lake. The age range for these rocks is
443-355 Ma or Early Silurian to Late Devonian. The large range in ages may
reflect multiple suites. The age of the dykes is post deposition and younger
than mafic volcanic units within the Victoria Lake dated at 515-460 Ma or Early
Cambrian to Middle Ordovician. Dykes that post date the mineralized Jaclyn Zone
also crosscut stratigraphy. Also note the trend of the magnetic mafic swarm from
the magnetic maps (110 to 130 degrees) is sub-parallel to a 30 cm thick visible
gold bearing vein in outcrop along the Exploits River (34 g/t Au). Observations
at the Jaclyn Zone and from the regional detailed magnetic survey show that the
majority of the dykes are syn- to late-deformation and faulting, and may be
intimate with or structurally similar to gold bearing quartz veins. There is a
strong spatial correlation between the occurrence of high-grade boulders and the
trace of the Caradoc shale throughout the survey area. Although potentially
coincidental, preliminary data suggest that the Carodocian shale is a favourable
site for gold mineralization within the region.

10.0 DRILLING

A total of 3496.9 metres of diamond drilling in 33 holes have
been completed at the Golden Promise Property to the end of the 2003 calendar
year. The drilling has focussed on the gold bearing quartz veins system
discovered during prospecting and trenching in early to mid- 2002.

10.1 August 2002

In August 2002, Rubicon completed a preliminary 21 hole, 1045
m, NQ & HQ core diamond drilling program along the Jaclyn vein system (Figure 4,
Table 3; Mullen, 2003). Of the 17 holes to intersect the vein during the
program, 15 contained visible gold (88% of the holes). Three of the other holes
were lost due to technical difficulties and the fourth was not drilled deep
enough to reach the vein. Highlights of the program include intersections of up
to 16.57

---

219
g/t Au over an estimated true thickness of 1.64 m (GP02-01);
23.14 g/t Au over an estimated true thickness of 0.67 m (GP02-14); and 68.95 g/t
Au over an estimated true thickness of 0.21 m (GP02-21). Results from the 2002
drill program document the Jaclyn vein system as developed over a minimum 225 m
strike length to a vertical depth of 50 to 60 m and remains open in both strike
directions and below 50 m vertical depth. Tabulated significant assays from the
drilling program are presented in Table 4. A long section of the Jaclyn Zone is
presented as Figure 5.
Petro Drilling of Springdale, NL carried out the diamond
drilling from August 19 to September 14, 2002 using a unitized Longyear 38 drill
rig equipped to drill both HQ and NQ-sized core. Drill sites and moves were made
using a D6 bulldozer. Core was placed in wooden trays either supplied by Petro
Drilling (NQ) or purchased directly from a supplier in Nova Scotia (HQ). Drill
collars were accurately chained into the existing grid, marked with 4" X 4"
wooden posts, and labelled with aluminium tags. A Pajari survey instrument was
used to monitor drill hole deviation.
10.2 October to December 2003
A diamond drill program comprising 2,451.5 metres in 12 holes
was completed on the Golden Promise Property from October 28 to December 18,
2003 (Figure 4, Table 3). Holes GP03-22 through GP03-33 were completed during
the program and targeted the Jaclyn Zone. The 2003 drill program followed up on
the successful drilling completed during the summer of 2002 (Mullen, 2003). Of
the 12 holes drilled suring the 2003 program 7 intersected visible gold bearing
quartz veins. Drilling was successful in drilling off two new gold bearing veins
at Jaclyn North and Jaclyn South. Highlights include: 11.16 g/t Au over 1.6
metres (GP03-24), 18.18 g/t Au over 0.6 metres (GP03-25), 44.59 g/t Au over 0.3
metres (GP03-31), and 12.13 g/t over 0.35 metres (GP03-32).
Petro Drilling of Springdale, NL carried out the diamond
drilling from October 28 to December 18, 2003 using a unitized Boyles 37 drill
rig equipped to drill both HQ and NQ-sized core. Drill sites and moves were made
using a D6 bulldozer. Core was placed in wooden trays either supplied by Petro
Drilling (NQ/HQ) or purchased directly from a supplier in Nova Scotia (some HQ).
A second drill rig was mobilized to site late in the program to insure
completion of the planned drilling prior to Christmas. Drill collars were
accurately chained into the existing grid, marked with 4" X 4" wooden posts, and
labelled with aluminium tags. A Sperry-Sun Downhole survey instrument was used
to monitor drill hole deviation, with test taken every 60 metres down the hole.
Orientation of drill core (to collect structural measurements) was accomplished
using an Ezy-Mark HQ core orientation tool.
Drill data was entered into an MS Access database using
Lagger 2002 software. Drill logs and sections were created using Lagger 2002 and
Downhole Explorer software, respectively. All drill data was initially recorded
on paper log sheets that are on file at Rubicon office in Gander, Newfoundland.
Gold assay highlights are summarized in Table 4 and on the vertical longitudinal
section on Figure 5.
The first hole, GP03-22, intersected two 0.5 m quartz veins,
between 132.2 m and 136.35 m depth, each containing at least 7 specks of visible
gold (Figure 4). An approximate 10 cm arsenopyrite bearing quartz vein was also
cut at a depth of approximately 159 metres. No visible gold was noted. Moderate
to strongly altered mudstone was cut at around 260 m and the hole was allowed to
continue to a depth of 283 metres. No significant veining was noted within this
alteration zone. The veins are hosted by a sequence of variably altered,
interlayered mudstone/greywacke and arkosic sandstone. The upper quartz vein
zone assays 5.72 g/t Au across 0.95 m (132.2 to 133.15 m), including 11.36 g/t
Au over 0.45 m (132.2 to 132.65 m). The quartz vein is bound on its lower
surface by arsenopyrite-bearing wall rock assaying 0.64 g/t across 0.5 m (132.65
to 133.15 m). The lower quartz vein zone assays 3.48 g/t Au across 1.05 m (135.3
to 136.35 m), including 4.93 g/t Au over 0.55 m (135.8 to 136.35 m) and a zone
of arsenopyrite-bearing wall rock carrying lower grade mineralization assaying
1.88 g/t Au over 0.5 m (135.3 to 135.8 m).
Hole GP03-23 intersected similar stratigraphy as hole 22 and
included a 1.0 m quartz vein between 108.5 and 109.5 m associated with a mafic
dyke (107.7 to 108.5 m) along its upper surface and a 10 cm fault gouge zone
along the lower surface of the vein (Figure 4). This quartz vein is laminated
and contains arsenopyrite and chalcopyrite. No visible gold was observed in the
vein. This hole also intersected a zone (141.6 to 142.9 m) comprising a chilled
mafic dyke that has intruded arsenopyrite- and chalcopyrite-bearing quartz vein
(7 cm at upper contact, 5 cm at lower contact). As with hole GP03-22, alteration
was encountered lower down in the hole however, no significant quartz veining
was noted. The hole was terminated at a depth of 205 m. The upper vein zone in
hole GP03-23

---

220
assays 0.67 g/t Au across 1.0 m (108.5 to 109.5 m). The lower vein zone
returned a maximum assay of 1.43 g/t Au across 0.3 m (141.55 to 141.85 m).
Hole GP03-24 encountered a zone of quartz veining between
126.7 and 133.0 m that included intervals of altered wall rock and mafic dyke.
In total, 13 specks of visible gold were noted over a total of 3.1 m of quartz
vein (Figure 4). The hole finished at 197 m. As with the previous holes, GP03-24
indicates that the dip of the vein shallows to 75 degrees south. The vein zone
in hole GP03-24 assays 4.18 g/t Au across 5.2 m (126.6 to 131.8 m), including
11.16 g/t Au across 1.6 m (126.6 to 128.2 m) or 4.99 g/t Au across 4.0 m (127.8
to 131.8 m). A maximum gold assay of 40.35 g/t Au (127.8 to 128.2 m) over 0.4 m
was obtained from a single sample within the zone. The lower quartz vein section
(132.4 to 133 m) assays 0.75 g/t Au across 0.7 m (132.3 to 133 m).
Hole GP03-25 encountered a narrow zone of quartz veining
(247.45 to 247.9 m) that included intervals of altered wall rock and mafic dyke,
similar to that of GP03-24 (Figure 4). In total, 31 specks of visible gold were
noted over a 0.1 m of quartz vein. Au mineralization is associated with
stylolitic vein textures and minor arsenopyrite. As with previous holes, GP03-25
indicates that the dip of the vein shallows to 74 degrees south. This hole
intersected the Jaclyn zone at a maximum verticaldepth of 192 m. Assays include 18.18 g/t over 0.6 m and 36.10 g/t over 0.3 m
(247.62 m to 247.92 m).
Hole GP03-26 intersected the Jaclyn vein zone at a depth of
231.5 m (Figure 4). A zone of quartz veining and mafic dyke was intersected
between 231.5 and 232.3 metres. This zone is geometrically and lithologically
similar to the Jaclyn Vein zone intersected in other holes. No visible gold was
noted within the hole. Variable altered lithic greywacke and mudstone is host to
the vein.
Hole GP03-27 intersected the Jaclyn vein zone at a depth of
132 m down the hole and comprises a zone of quartz veining and mafic dykes
(Figure 4). The quartz vein occupies approximately 80% percent of the interval
(132.6 to 140.7m). The quartz vein zone was intersected at a vertical depth of
121 metres. A maximum gold assay of 2.63 g/t Au over 0.4 m was obtained from the
quartz vein zone (2 specks of visible gold), while another sample from the zone
graded 1.91 g/t Au over 0.6 m (Table 4).
Hole GP03-28 targeted the western continuation of the Jaclyn
zone. Two significant quartz veins were intersected during drilling (Figure 4).
The upper quartz vein (77.4 to 77.7 m) was 15 cm wide and contained up to 3%
arsenopyrite and 1 to 2% pyrite, trace chalcopyrite and 3 grains of visible gold
and assayed 2.30 g/t over 0.3 m. The vein is highly broken and may mark a fault
zone; and is hosted within mudstone and greywacke. The upper quartz vein is
separated from the lower quartz vein in the zone by an 85 cm mafic dyke with
chilled margins. The lower quartz vein (10 cm wide) is laminated with 1%
arsenopyrite, 1% pyrite, trace chalcopyrite and 1 possible grain (very small) of
visible gold. The lower quartz vein zone is hosted by lithic greywacke.
Hole GP03-29 targeted the eastern continuation of the Jaclyn
zone (Figure 4). The hole passed through intercalated mudstone and greywacke cut
by a mafic dyke between 18.9 and 19.3 metres and a zone of quartz-calcite
veining with accessory sericite and albite. No sulphides, arsenopyrite or
visible gold was observed in the vein zone. Drilling in hole 29 failed to
intersect significant veining associated with the Jaclyn zone, however the
structure may be represented by the mafic dyke and/or quartz veining in the
hole. Hole GP03-29 did not return significant gold assays.
Hole GP03-30 targeted the western continuation of the Jaclyn
zone, 75 metres west of hole GP03-28 (Figure 4). The hole passed through
variably altered mudstone and lithic greywacke. Hole GP03-30 failed to intersect
significant quartz veining associated with the Jaclyn zone and did not return
any significant gold assays.
The Jaclyn South Zone was tested by hole GP03-31 (Figure 4).
Drilling was successful in intersecting three quartz vein zones, that are hosted
within highly sericite and silica altered mudstone and lithic greywacke with
alteration increasing in proximity to vein zone. The first quartz vein zone
(75.1 to 82.2 m) comprises one continuous vein over a 3.4 metre length (75.1 to
78.5 m). No arsenopyrite or visible gold was noted within the vein with only
minor (1%) pyrite and few (5%) wall rock inclusions. Multiple (1 every 10 to 20
cm), thin (0.5 to 3 cm) quartz veins comprise the lower end of the zone (78.5 to
82.2 m) and are associated with appreciable pyrite (1 to 3%) and trace
arsenopyrite. A second, 30 cm quartz vein was cut at a depth of 105.4 metres.
This laminated quartz vein contains up to 2% arsenopyrite and 1% pyrite and at
least 25 specks of visible gold (8 grains of visible gold were in the

---

221
sample sent to the lab for assay). Core axis angle indicate a
probable vein orientation of 070/80S. A third, 40 cm quartz vein was intersected
at a depth of approximately 158 metres. The vein is milky white in colour,
brecciated and contains trace arsenopyrite. No visible gold was noted. A maximum
gold assay of 44.59 g/t Au over 0.3 metres (105.4 to 105.7 m) was returned from
hole GP03-31 (Table 4). The other two quartz veins did not return significant
(>1 g/t Au) assays.
Hole GP03-32 targeted the Jaclyn North Zone and finished at a
depth of 157 metres (Figure 4). Drilling has cut a zone of quartz veining from
16.25 to 19.0 m comprising several relatively shallow angle stylolitic quartz
veins with trace arsenopyrite and pyrite. No visible gold was noted. A 35 cm
thick (15 cm estimated true thickness) laminated quartz vein was intersected at
a depth of 41.4 metres. This vein contains 1 to 2% arsenopyrite and pyrite,
trace chalcopyrite, galena and sphalerite. At least 20 grains of visible gold
have been noted within the vein. A single narrow (2 cm) quartz vein was cut at a
depth of 85.5 m and contained 4 specks of visible gold. A 2.8 m thick (1 metre
estimated true thickness) quartz vein was cut at a depth of 117.2 metres. The
vein contains significant arsenopyrite (2 to 3%) and pyrite (1%) with a minimum
of 9 grains of visible gold. A significant quartz vein zone continues through to
127 metres. Veins are hosted within variably to intensely altered mudstone and
greywacke. The hole is believed to have crossed a major stratigraphic and
structural boundary that marks the transition from grey mudstone and greywacke
that host the Jaclyn vein to black mudstone and argillite (minor graphite)
potentially correlative with Carodocian black shale of the region. The major
mineralized veins dip moderately (50 degrees) to the northwest and are
sub-parallel to northwest dipping bedding within black shales.
The upper quartz vein zone in hole GP03-32 (41.4 to 41.75 m)
assayed 12.13 g/t Au over 0.35 m, while a second narrow visible gold-bearing
vein assayed 12.30 g/t Au over 0.3 m (85.35 to 85.65 m). The broader quartz vein
zone encountered deeper in the hole (117.2 to 120 m) assayed up to 7.42 g/t Au
across 0.5 m, with the entire vein averaging 2.60 g/t Au.
Hole GP03-33 targeted the Jaclyn South Zone (Figure 4).
Drilling has cut a zone of quartz veining from 44.3 and 46.3 metres. The vein
comprises coarse, milky white quartz with very few laminae or stylolites, with
trace arsenopyrite and pyrite. No visible gold was noted. A second, thin, 3 cm
weakly laminated quartz vein was intersected at a depth of 96.8 metres. This
vein contains trace arsenopyrite and pyrite and at least 5 grains of visible
gold and assayed 2.59 g/t over 0.3 m. The veins are hosted within variably to
intensely altered mudstone and greywacke.
Table 3. 2002 & 2003 drillhole location and collar data

|Drill Hole | Easting | Northing | Azimuth | Dip | Total      | Start Date | Finish Date
|---------- | ------- | -------- | ------- | --- | ---------- | ---------- | -----------
|           |         |          |         |     | Length (m) |            |            
|GP02-01    | 5018    | 5047     | 160     | -45 | 35.65      | 19-Aug-02  | 20-Aug-02  
|GP02-02    | 5018    | 5048     | 160     | -70 | 87.50      | 20-Aug-02  | 22-Aug-02  
|GP02-03    | 4995    | 5050     | 160     | -45 | 26.50      | 22-Aug-02  | 23-Aug-02  
|GP02-04    | 4994    | 5050     | 160     | -45 | 10.35      | 23-Aug-02  | 24-Aug-02  
|GP02-05    | 4993    | 5010     | 340     | -45 | 38.70      | 24-Aug-02  | 25-Aug-02  
|GP02-06    | 4993    | 5009     | 340     | -65 | 56.40      | 25-Aug-02  | 26-Aug-02  
|GP02-07    | 5050    | 5008     | 340     | -45 | 8.25       | 26-Aug-02  | 26-Aug-02  
|GP02-08    | 5049.5  | 5008     | 340     | -45 | 32.00      | 27-Aug-02  | 28-Aug-02  
|GP02-09    | 5049.5  | 5007     | 340     | -70 | 60.05      | 28-Aug-02  | 29-Aug-02  
|GP02-10    | 5075    | 5005     | 340     | -45 | 46.00      | 29-Aug-02  | 30-Aug-02  
|GP02-11    | 5075    | 5004     | 340     | -68 | 69.2       | 2-Sept-02  | 3-Sept-02  
|GP02-12    | 5100    | 5010     | 340     | -45 | 32.00      | 3-Sept-02  | 4-Sept-02  
|GP02-13    | 5100    | 5009     | 340     | 70  | 49.35      | 4-Sept-02  | 4-Sept-02  
|GP02-14    | 5125    | 5000     | 340     | -45 | 37.8       | 5-Sept-02  | 6-Sept-02  
|GP02-15    | 5125    | 4999     | 340     | -65 | 59.75      | 6-Sept-02  | 6-Sept-02  
|GP02-16    | 5150    | 4990     | 340     | -45 | 65.55      | 7-Sept-02  | 8-Sept-02  

---

222

|GP02-17 | 5150 | 4989   | 340      | -65 | 68.6   | 8-Sept-02  | 9-Sept-02 
|------- | ---- | ------ | -------- | --- | ------ | ---------- | ----------
|GP02-18 | 5175 | 4979   | 340      | -45 | 42.65  | 10-Sept-02 | 11-Sept-02
|GP02-19 | 5175 | 4978   | 340      | -68 | 93.55  | 11-Sept-02 | 13-Sept-02
|GP03-20 | 4950 | 5014   | 340      | -45 | 41.15  | 13-Sept-02 | 13-Sept-02
|GP02-21 | 4950 | 5013   | 340      | -65 | 84.4   | 13-Sept-02 | 14-Sept-02
|GP03-22 | 5050 | 4935   | 340      | -60 | 282.8  | 28-Oct-03  | 3-Nov-03  
|GP03-23 | 4950 | 4955.5 | 340      | -60 | 205.4  | 3-Nov-03   | 8-Nov-03  
|GP03-24 | 5150 | 4939   | 340      | -60 | 197.0  | 9-Nov-03   | 14-Nov-03 
|GP03-25 | 5000 | 4824   | 340      | -50 | 331.0  | 14-Nov-03  | 22-Nov-03 
|GP03-26 | 5100 | 4839.5 | 340      | -50 | 299.0  | 22-Nov-03  | 29-Nov-03 
|GP03-27 | 5250 | 4922   | 340      | -60 | 211.7  | 30-Nov-03  | 4-Dec-03  
|GP03-28 | 4875 | 4960   | 340      | -60 | 146.0  | 4-Dec-03   | 7-Dec-03  
|GP03-29 | 5350 | 4949.5 | 340      | -50 | 167.9  | 4-Dec-03   | 10-Dec-03 
|GP03-30 | 4800 | 4967   | 340      | -50 | 152.0  | 8-Dec-03   | 11-Dec-03 
|GP03-31 | 5000 | 4639.5 | 340      | -50 | 182.4  | 10-Dec-03  | 14-Dec-03 
|GP03-32 | 5000 | 5221   | 340      | -50 | 157.3  | 12-Dec-03  | 15-Dec-03 
|GP03-33 | 5100 | 4640   | 340      | -50 | 119.0  | 14-Dec-03  | 17-Dec-03 
|        |      |        | Total(m) |     | 3496.9 |            |           

Table 4. Significant Results from 2002 and 2003 drilling

|Hole No.              | Hole   | Dip | Az  | From   | To     | Core   | Estimated | Au    | Au       | Visible
|--------------------- | ------ | --- | --- | ------ | ------ | ------ | --------- | ----- | -------- | -------
|                      | Length |     |     |        |        | Length | true      | (g/t) | (oz/ton) | gold   
|                      | (m)    |     |     |        |        | (m)    | thickness |       |          |        
|                      |        |     |     |        |        |        | (m)       |       |          |        
|                      |        |     |     |        |        |        |           |       |          |        
|Jaclyn Main Vein Zone |        |     |     |        |        |        |           |       |         
|GP02-01               | 35.7   | -45 | 160 | 26.75  | 29.30  | 2.55   | 1.64      | 16.57 | 0.48     | vg     
|GP02-05               | 38.7   | -45 | 340 | 29.15  | 31.35  | 2.20   | 1.80      | 11.41 | 0.33     | vg     
|GP02-06               | 56.4   | -70 | 340 | 45.00  | 45.55  | 0.55   | 0.32      | 15.68 | 0.46     | vg     
|GP02-08               | 32.0   | -45 | 340 | 24.45  | 24.85  | 0.40   | 0.31      | 17.13 | 0.50     | vg     
|GP02-09               | 60.1   | -70 | 340 | 45.40  | 50.30  | 4.90   | 2.22      | 7.05  | 0.20     | vg     
|GP02-10               | 46.0   | -45 | 340 | 32.75  | 37.85  | 5.10   | 4.02      | 1.70  | 0.05     | vg     
|GP02-11               | 69.2   | -68 | 340 | 47.30  | 52.70  | 5.40   | 2.70      | 1.40  | 0.04     | vg     
|GP02-12               | 32.0   | -45 | 340 | 19.25  | 20.10  | 0.85   | 0.63      | 18.00 | 0.53     | vg     
|GP02-13               | 49.4   | -70 | 340 | 39.55  | 41.85  | 2.30   | 0.94      | 17.68 | 0.52     | vg     
|GP02-14               | 37.8   | -45 | 340 | 27.55  | 28.45  | 0.90   | 0.67      | 23.14 | 0.67     | vg     
|GP02-15               | 59.8   | -65 | 340 | 47.20  | 48.30  | 1.10   | 0.52      | 11.25 | 0.33     | vg     
|GP02-16               | 65.6   | -45 | 340 | 31.45  | 31.95  | 0.50   | 0.34      | 31.61 | 0.92     | vg     
|GP02-17               | 68.6   | -65 | 340 | 55.50  | 59.15  | 3.65   | 1.48      | 3.02  | 0.09     | vg     
|GP02-18               | 42.7   | -45 | 340 | 32.80  | 33.85  | 1.05   | 0.70      | 9.90  | 0.29     | vg     
|GP02-19               | 93.6   | -68 | 340 | 90.35  | 91.80  | 1.45   | 0.45      | 0.49  | 0.01     | n      
|GP02-20               | 41.2   | -45 | 340 | 30.15  | 30.75  | 0.60   | 0.46      | 1.34  | 0.04     | n      
|GP02-21               | 84.4   | -65 | 340 | 33.45  | 33.85  | 0.40   | 0.21      | 68.95 | 2.01     | vg     
|GP03-22               | 282.8  | -60 | 340 | 132.20 | 133.15 | 0.95   | 0.73      | 5.72  | 0.17     | vg     
|including             |        |     |     | 132.20 | 132.65 | 0.45   | 0.34      | 11.36 | 0.33     | vg     
|                      |        |     |     |        |        |        |           |       |          |        

---

223

|and                    |       |     |     | 135.30 | 136.35 | 1.05 | 0.80  | 3.48                  | 0.10 | vg
|---------------------- | ----- | --- | --- | ------ | ------ | ---- | ----- | --------------------- | ---- | --
|GP03-23                | 205.4 | -60 | 340 | 141.55 | 141.85 | 0.30 | 0.23  | 1.43                  | 0.04 | n 
|GP03-24                | 197.0 | -60 | 340 | 126.60 | 131.80 | 5.20 | 3.98  | 4.18                  | 0.12 | vg
|including              |       |     |     | 126.60 | 128.20 | 1.60 | 0.79  | 11.16                 | 0.33 | vg
|GP03-25                | 331.0 | -50 | 340 | 247.32 | 247.92 | 0.60 | 0.52  | 18.18                 | 0.53 | vg
|including              |       |     |     | 247.62 | 247.92 | 0.30 | 0.26  | 36.10                 | 1.05 | vg
|GP03-26                |       |     |     |        |        |      |       | no significant assays | n   
|GP03-27                | 211.7 | -60 | 340 | 136.65 | 137.25 | 0.60 | 0.30  | 1.91                  | 0.06 | vg
|and                    |       |     |     | 139.90 | 140.30 | 0.40 | 0.20  | 2.63                  | 0.08 | vg
|GP03-28                | 146   | -50 | 340 | 77.40  | 77.70  | 0.30 | 0.21  | 2.30                  | 0.07 | vg
|GP03-29                | 167.9 | -50 | 340 |        |        |      |       | no significant assays | n   
|GP03-30                | 152   | -50 | 340 |        |        |      |       | no significant assays | n   
|                       |       |     |     |        |        |      |       |                       |      |   
|Jaclyn South Vein Zone |       |     |     |        |        |      |       |                       |     
|GP03-31                | 182.4 | -50 | 340 | 105.40 | 105.70 | 0.30 | 0.26  | 44.59                 | 1.30 | vg
|GP03-33                | 119   | -50 | 340 | 96.70  | 97.00  | 0.30 | 0.03^ | 2.59                  | 0.08 | vg
|                       |       |     |     |        |        |      |       |                       |      |   
|Jaclyn North Vein Zone |       |     |     |        |        |      |       |                       |     
|GP03-32                | 157.3 | -50 | 340 | 41.40  | 41.75  | 0.35 | 0.15  | 12.13                 | 0.35 | vg
|and                    |       |     |     | 85.35  | 85.65  | 0.30 | 0.02^ | 12.30                 | 0.36 | vg
|and                    |       |     |     | 117.75 | 118.30 | 0.55 | 0.27  | 4.61                  | 0.13 | vg
|and                    |       |     |     | 119.00 | 119.50 | 0.50 | 0.25  | 7.42                  | 0.22 | vg

* Holes GP02-02, 3, 4, 7 were not completed or terminated short of the Jaclyn
Zone 
^ Indicates thickness of individual v.g. bearing vein

Notes:
(1) Holes GP02-01 to GP02-21 see News Release dated Thursday, September 19, 2002
for more detailed information. 
(2) Holes 01-05, 22-33 HQ core size, all other holes NQ core. 
(3) Assays by metallic screen fire assay method and 1 A.T. fire assay at Eastern
Analytical Labs. Check assays up to the end of hole GP03-33 on the -150 mesh
fraction were conducted by ALS Chemex and are within acceptable limits. All data
are uncut.

---

224



---

225SAMPLING
METHODOLOGY AND APPROACH

All samples collected on the Golden Promise Property by Rubicon were
subjected to a quality control procedure that ensured a best practice in the
handling, sampling, analysis and storage of the drill core.

Individual samples selected for gold from drill core
typically did not exceed one-meter in core length. Individual veins were
included within a sample length usually not less than 0.3 metres in length. Wide
intervals of altered rock seen in all the drill holes were sampled and analyzed
for gold and trace elements.

Au was determined in most samples by fire-assay fusion with
atomic absorption spectroscopy. Au was determined by metallic fire-assay on
select samples that returned elevated Au values by standard fire-assay,
contained visible gold, or on visual inspection were considered likely to be
well mineralized.

Gold values produced by metallic fire-assay are deemed to supersede gold
values produced by standard fire assay owing to the larger size of sample
analyzed and better reproducibility in samples with coarse gold.

12.0
SAMPLE PREPARATION, ANALYSES AND
SECURITY

All core was logged by Mr. David Mullen or Mr. David Copeland
in a secure, well lighted core logging facility in Badger, Newfoundland. Drill
core from the 2002 and 2003 drill program at Golden Promise is currently stored,
in steel racks, at the core logging facility in Badger, NL in wooden trays
labelled with aluminium tags.

Assay samples were split using a rock saw by Mr. Jeff
Noseworthy and Mr. Sam Burton (Rubicon staff) with half being sent to Eastern
Analytical Laboratories of Springdale, NL for gold analysis using a combination
fire assay/AA (Au) and sieving for metallics techniques. Pulps were sent to
ALS-Chemex Laboratories in Vancouver for 27 elements ICP analysis along with
check assays for gold. Coarse rejects are stored at Eastern Analytical. A total
of 859 drill core samples were submitted for analysis. All drill core samples
were delivered to Eastern by Rubicon personnel immediately following logging and
sampling of the drill holes. Control samples were included within each sample
shipment as outlined in Section 13.0.

Chip and grab samples were collected by outside contractors
and Rubicon personnel with the use of rock hammers and chisels. Effort was made
to collect chip and channel samples perpendicular to the orientation of
mineralized structures and veins where such information was known.

All samples collected during 2002 and 2003 were delivered
directly by Rubicon personnel or independent transport companies (typically by
freight truck) in sealed woven plastic bags to Eastern Analytical in Springdale,
NL. Sample pulps were then sent directly from Eastern to ALS-Chemex laboratories
in North Vancouver, BC for trace element ICP analysis and check Au assays. ALS
Chemex laboratories operate according to the guidelines set out in ISO/IEC Guide
25 - "General requirements for the competence of calibration and testing
laboratories". Descriptions of analytical techniques provided below are for
analyses performed by ALS-Chemex, and apply to rock samples from surface and
core collected during 2002 and 2003.

Individual samples typically range from 0.5 kg to 2 kg. The
entire sample was crushed in an oscillating steel jaw crusher, followed by
pulverization of a 250 g to 1000 g portion (entire sample pulverized for samples
analyzed by 'metallics' fire assay) in a chrome steel ring mill.

Au was determined by fire-assay fusion of a 30 g or 50 g
sub-sample with atomic absorption spectroscopy (AAS). Au was determined by
'metallics' fire-assay on select samples that returned elevated Au values by
standard fire-assay, contained visible gold, or on visual inspection were
considered likely to be well mineralized. In this procedure, the final prepared
pulp (typically 1000 g) is passed through a 150-mesh (100 micron) screen to test
its homogeneity. Any +150 mesh material remaining on the screen is retained and
analyzed in its entirety by fire-assay fusion followed by cupellation and a
gravimetric finish. The -150-mesh fraction is homogenized and two 30 g
sub-samples are analyzed by standard fire assay procedures. The gold values for
both +150 and -150 mesh fractions are reported together with the weight of each
fraction as well as the calculated total gold content of the sample. In this way
one can evaluate the magnitude of the coarse gold effect as demonstrated by the
levels of the +150 mesh material.

Ag, Al, As, Ba, Be, Bi, Ca, Cd, Co, Cr, Cu, Fe, Ga, Hg, K,
La, Mg, Mn, Mo, Na, Ni, P, Pb, Sb, Sc, Sr, Tl, Ti, U, V, W, and Zn were analyzed
by inductively-coupled plasma (ICP) atomic emission spectroscopy, following
multi-acid digestion in nitric aqua regia. The elements Cu, Pb, and Zn were
determined by ore grade assay for samples that returned values >10,000 ppm by
ICP analysis. Major elements (reported as oxides) and Ba, Rb, Sr, Nb, Zr, and Y
were determined by X-ray fluorescence spectrometry (XRF). This trace element and
major oxide analysis package was used for samples collected during 2002 and
2003.

---

22613.0
DATA VERIFICATION

David Mullen, P.Geo. and David Copeland, P.Geo. supervised
the drilling and sampling for the 2002 and 2003 drill programs, respectively.
David Copeland has logged and sampled or has supervised Rubicon personnel or
contractors for drilling conducted on the Golden Promise Property during 2003
and has reviewed all drill core from the 2002 program.

The author has every reason to believe that work completed by Rubicon outside
the supervision of the author was done in a professional manner and met or
exceeded generally accepted industry standards for quality control and quality
assurance.

Analytical standards were inserted into the sample stream
(one in every 20 samples) by Eastern Analytical for rock grab samples taken
during 2002 and 2003 and for the 2002 drill program. During 2003 drilling,
blanks and gold standards were alternately inserted into the sample stream once
every 20 samples. Gold standards were prepared by CDN Resource Laboratories
Ltd., of Delta, BC and certified by Licensed Assayer Duncan Sanderson. Sample
batches were reanalyzed if any aberrations in the data were observed. In
general, the blanks and standards indicate that the assays data are of
acceptable quality.

All geophysical surveys have been carried out by
well-established geophysical companies with extensive industry experience.
Experienced geophysicists performed quality checks and interpretation of all
geophysical data, most of who (but not all) are independent of Rubicon and
registered with Canadian Professional Associations.

14.0 INTERPRETATION AND CONCLUSIONS

14.1 Prospecting and Rock Grab Sampling

Prospecting plays an integral role in the definition of new
sources of mineralization and potential drilling targets. As shown at the Jaclyn
North and Jaclyn South Zones, quartz float is one of the most useful indicators
of the type of subsurface in an otherwise till-covered area where outcrop is
limited. Even where B-horizon soils and MMI techniques did not see the signature
of a mineralized zone, the boulders were still suggestive of a nearby source and
this method has proved to be successful.

To date over 400 rock grab samples were assayed throughout
the property, and results provided new prioritized target areas including the
necessity for follow-up prospecting on Justin's Hope, and the discovery of shale
outcrop with quartz veins on the Shawn's Shot occurrence.

14.2 Soil Sampling

Soil sampling is a cost-effective method of obtaining data
for a large area, especially on the Golden Promise where there is very limited
outcrop exposure. Of the 893 B-horizon soil samples, six indicated a 25 m wide
Au anomaly over the Jaclyn Zone, there was a slight two-sample anomaly on the
eastern flank of the north boulder train, but no anomalous samples on the south
boulder train.

Although neither the B-horizon nor MMI sampling method
indicated an anomalous zone over the Jaclyn South Zone, B-horizon soil sampling
has still proven to be an efficient technique to focus exploration to a
particular area, as demonstrated on the Jaclyn Zone.

14.3 Trenching

Seven trenches were excavated in 2003. Two of these were dug
with the purpose of exposing a bedrock source of the mineralized quartz boulders
on the Jaclyn North Zone. GPTR-01 did provide a glimpse of the underlying
lithology by exposing an intercalated sequence of mudstone and greywacke and
overlain by black mudstone that suggests proximity to the contact between
overlying Caradocian shale and underlying Victoria Lake Group sedimentary rocks.
Numerous quartz-calcite veins were present, but did not contain appreciable
amounts of sulphides. Three trenches were dug over the Jaclyn South Zone and
exposed unaltered (GPTR-02 to GPTR-05) to weakly altered mudstone/greywacke
sequences which in GPTR-03 may suggest its proximity to the main Jaclyn Zone.
GPTR-07 at Justin's Hope only exposed an unaltered black mudstone.

The overburden is problematic and three of the seven trenches
had to be abandoned. However, the limited exposure provided critical information
on the underlying lithologies and structures on the property, despite the lack
of success in exposing mineralized quartz veins.

14.4 Airborne Geophysical Surveys

The program consisted of flying high-resolution,
helicopter-borne frequency domain electromagnetic and horizontal gradient
magnetic surveys over the Golden Promise discovery and extending eastwards over
a "marker horizon" of Caradocian shale as mapped by the NL Geological Survey
(Evans and Kean, 1994). Our compilation of previous work indicates this unit may
have

---

227
an integral spatial association with high-grade quartz lodes
discovered at Golden Promise where a favourable structural environment is
inferred by government mapping at 1:50,000 scale (fault and possible dismembered
fold hinge). Similar structures, including a series of fold hinges and
structural dislocations, are evident from government mapping within the
Caradocian shale within the proposed survey area and other occurrences of shale
are also inferred elsewhere on the property, north of that currently portrayed
on government geology maps (as defined by previous, low-resolution, 1966
airborne geophysical surveys by Nalco, GSB No. NF308). In addition to the shale
targets, recent prospecting by Rubicon has identified high-grade gold-bearing
quartz float located 8 km down-ice to the northeast (80.7 g/t Au) and 8 km
up-ice to the southwest (34.9 g/t Au), suggesting other mineralized zones may
occur elsewhere on the property. Other possible explanations of the apparent
spatial association between the shales and the surrounding siliciclastic
sediments may be the competency contrast exhibited by these rock types promoting
extension and quartz veining during orogenesis along contact areas.
This structural environment is similar to that seen in other
gold producing areas around the globe where gold-rich quartz reefs and veins
occur in hinge zones of property scale folds in a larger class of deposits that
have recently been referred to as "orogenic" and includes the Victoria Gold
Field in the Paleozoic Lachlan fold belt of southeastern Australia (e.g. Bendigo;
produced ~14.3 million oz Au; while the host district has yielded production
exceeding 34 million ounces Au).
Previous workers investigating the Golden Promise area,
relied almost exclusively on previous airborne geophysical surveys to define and
trace the Caradocian shales using data collected as part of a large 1966 Input
airborne survey (Lazenby, 1966) flown on quarter mile (~400 m) spaced east-west
lines flying at an altitude of 400 ft, (~122 m), (e.g. Evans et al., 1994).
Rubicon flew airborne geophysical surveys over the area on
north-south lines spaced 75 m apart with a magnetometer altitude of 30 m. The
combined electromagnetic and magnetic data is effective in tracing out the
detailed structure within and defined by, the Caradocian shales
(graphite-bearing and conductive) and aided in the detection of mafic dykes with
an anomalous magnetic signature. The dykes are considered potentially important
as drilling and trenching of the Golden Promise discovery has demonstrated mafic
dyke(s) cross-cut the mineralized veins and likely occupy the same mineralized
structure as the veins.
Results generated by the survey serve to identify key structural areas for
follow-up by prospecting and geochemical surveys in advance of trenching and
diamond drilling.
14.5 Diamond Drilling
The 2002 and 2003 drilling was successful in defining gold
bearing mineralization at the Jaclyn zone. Drilling defined the extent Jaclyn
Zone to be 375 m in strike length and 192 m vertical depth. Drilling in hole
GP03-31, 32 and 33 have shown the north (Jaclyn North Zone) and south (Jaclyn
South Zone) boulder trains to be underlain by highly altered sedimentary
stratigraphy that hosts visible gold bearing quartz veins, similar in style to
that encountered within the Jaclyn zone. These new discoveries underscore the
potential of Jaclyn North and South Zones to host gold bearing quartz veins
similar in extent to the Jaclyn Zone. The discovery of these veins in bedrock
also serves to illustrate the exploration potential of boulder zones, despite
the lack of exposure during trenching and lack of anomalous Au in soil samples.
The highly encouraging results from drilling the boundary
zone between the Jaclyn host rocks and the overlying Caradoc shale in hole
GP03-32 and the positioning of the Justin's Hope float at a similar structural
and stratigraphic level, make the Justin's Hope occurrence an obvious "go to"
target for drilling in 2004.
15.0 CONCLUSIONS AND RECOMMENDATIONS
Compilation of previous work indicates the Carodocian shale
unit may have an integral spatial association with high-grade quartz lodes
discovered at Golden Promise where a favourable structural environment is
inferred by government mapping at 1:50,000 scale (fault and possible dismembered
fold hinge). Similar structures, including a series of fold hinges and
structural dislocations, are evident from government mapping within the
Caradocian shale within the proposed survey area and other occurrences of shale
are also inferred elsewhere on the property, north of that currently portrayed
on government geology maps (as defined by previous, low-resolution, 1966
airborne geophysical surveys by Nalco, GSB No. NF308; Lazenby, 1966). In
addition to the shale targets, recent prospecting by Rubicon has identified
high-grade gold-bearing quartz float located 8 km down-ice to the northeast
(80.7 g/t Au) and 8 km up-ice to the southwest (34.9 g/t Au), suggesting other
mineralized zones may occur elsewhere on the property. Other possible
explanations of the apparent spatial association between the shales and the
surrounding siliciclastic sediments may be the competency contrast exhibited by
these rock types promoting extension and quartz veining during orogenesis along
contact areas.
Prospecting to date has returned several areas of anomalous
gold in float with values of up to 335.9 g/t Au within the region. The spatial
relationship between these anomalous samples and the trace of the Carodocian
shale, along with analogies within similar deposit types globally, suggest that
the Carodocian shale is an ideal site for the hosting of gold bearing quartz
veins. The geometry of folded and faulted stratigraphy provides for the
necessary pathways for which alteration and mineralized

---

228
fluids could migrate through and react with the host rocks. A
systematic property-wide prospecting and geological mapping program following up
on favourable structural and stratigraphic zones shown on the airborne surveys
is recommended. Areas of coincident deformed Carodocian shale overlain by
anomalous gold-bearing quartz float should be tested by a combination of
B-horizon soil sampling, trenching and if warranted diamond drilling.
Based on the highly encouraging results of exploration
conducted to date a program comprising 2000 metres of diamond drilling,
B-horizon soil sampling and prospecting is recommended for 2004. The combined
budget of the proposed work is approximately $750,000.
This exploration program should be completed in three
separate phases. The first phase of exploration should consist of a preliminary
phase of drilling, totalling approximately 1000 m, designed to test the eastern
extension of the Jaclyn North and Jaclyn Zones and the Justin's Hope gold
occurrence. It is proposed that an initial 640 sample B-horizon soil sampling
program be first conducted to further outline mineralization at the east end of
the Jaclyn grid, and at the Justin's Hope, Branden and Shawn's Shot gold
occurrences.
The second phase of exploration (Phase 2) will comprise a
regional prospecting, geochemical and geological mapping program, designed to
find new zones of gold mineralization within float and bedrock. The regional
program should be completed over the course of three months during the summer of
2004.
The third phase of exploration will comprise drill testing
(approximately 1000 m) during the late fall and follow-up on targets generated
during the summer 2004 Phase 2 program or additional testing of the Jaclyn,
Jaclyn North and Jaclyn South Zones and the Justin's Hope and Shawn's Shot gold
occurrences. It is envisioned that this approach will lead to discovery of new
areas of gold mineralization on the Golden Promise Property and leave the
project poised for a drill intensive campaign in late 2004 and early 2005.
The airborne geophysical dataset has greatly added to the
understanding and mapping of potential gold-bearing stratigraphy within this
under-explored area of central Newfoundland. Exploration on the Golden Promise
Property has had significant advancement due to contribution from JCEAP.
Drilling at the Jaclyn Zone and the discovery of new gold-bearing quartz float
throughout the property underscores the potential for the area to host
significant gold deposits that may ultimately prove economic.
Respectfully Submitted:
      /s/ David A. Copeland 
      David A. Copeland, M.Sc., P. Geol. 
      Qualified Person

---

229
16.0 REFERENCES
Coyle, M. and Strong, D.F.
1987: Geology of the Springdale Group: a newly recognized Silurian
epicontinental-type caldera in Newfoundland. Canadian Journal of Earth Sciences,
Volume 24, p. 1135-1148.
Dallmeyer, R.D., Kean, B.F., Odom, A.L., and Jayasinghe, N.R.
1983: Age and contact-metamorphic effects of the Overflow Pond Granite:
an undeformed pluton in the Dunnage Zone of the Newfoundland Appalachians.
Canadian Journal of Earth Sciences, Volume 20, p. 1639-1645.
Dean, P.L.
1978: The volcanic stratigraphy and metallogeny of Notre Dame Bay.
Memorial University of Newfoundland, St. John's Newfoundland, Geology Report 7,
204 pages.
Evans, D.T.W. and Kean, B.F.
2002: The Victoria Lake Supergroup, central Newfoundland - its
definition, setting and volcanogenic massive sulphide mineralization. Open File
NFLD/2790. 80 p.
Evans, D.T.W., Kean, B.F. and Jayasinghe, N.R.
1994: Geology and mineral occurrences of Badger. Map
94-224. Scale: 1:50 000. Government of Newfoundland and Labrador, Department of
Mines and Energy, Geological Survey Branch, Open File 012A/16/0687. Blueline
paper, GS# 012A/16/0687.
Fedikow, M.
2004: Interpretation of Mobile Metal Ions and Traditional (Aqua-regia/INAA)
Soil Geochemical Surveys at the Golden Promise Property, Central Newfoundland,
N.T.S. 12A/16. 18 p.
Kean, B.F. and Jayasinghe, N.R.
1982: Badger, Grand Falls District, Newfoundland. Map
80-281. Scale: 1:50 000. In Geology of the Badger map area (12A/16),
Newfoundland. Government of Newfoundland and Labrador, Department of Mines and
Energy, Mineral Development Division, Report 81-02, 42 pages, enclosures (map,
cross-section). GS# 012A/16/0283.
Kean, B.F. Dean, P.L. and Strong, D.F.
1981: Regional geology of the Central Volcanic Belt of Newfoundland.
Geological Association of Canada, Special Paper 22, p. 65-78.
Lazenby, P.G.
1966: Airborne Electromagnetic Survey Report on Area
1966-13, NALCO Option, Selco Exploration Co. Ltd.; McIntyre Porcupine Mines Ltd.
Nfld.: Badger Concession Area; Badger. Newfoundland Department of Mines and
Energy unpublished assessment report file No. NFLD (308).
Moore, P.
2003a: First year Assessment Report on Prospecting Rock &
Soil Sampling on the Mercer-Golden Promise Property, Licences 8859M, 8864M,
8868M (NTS 12A/16), Newfoundland, for William Mercer (licence holder) and
Rubicon Minerals Corporation, work conducted from June 2002 to July 2003. 8p.
Moore, P.
2003b: First year Assessment Report on Prospecting Rock & Soil Sampling
on the Badger-Golden Promise Property, Licences 8967M, 8968M, 8969M & 8870M (NTS
12A/16), Newfoundland, for Jacob Kennedy (licence holder 8967M, 8968M & 8869M)
and Donald Driscoll (licence holder 8969M & 8870M) and Rubicon Minerals
Corporation, work conducted from June 2002 to July 2003. 8p.
Mullen, D.V.
2003: First Year Assessment Report, Trenching and Diamond
Drilling Program, Golden Promise Project, Licences 8859M & 8868M, Badger Area,
Newfoundland, NTS. 12A/16. Rubicon Minerals Corporation unpublished assessment
report. 14 p.
Newport, A.M.

---

230
2003: A Comparison of Auriferous Boulders to a Potential Bedrock Source,
Golden Promise Prospect, Badger, Newfoundland (N.T.S. 12A/16). Unpublished B.Sc.
Thesis, Memorial University of Newfoundland. 125 p.
Stevens, R.K.
1970: Cambro-Ordovician flysh sedimentation and tectonics
in west Newfoundland and their possible bearing on a Proto-Atlantic Ocean. In
Flysh Sedimentology of North America. Edited by J. Lajoie. Geological
Association of Canada, Special Paper 7, p. 165-177.
Swinden, H.S.
1990: Economic Geology of the eastern Hermitage Flexure. In Current
Research. Newfoundland Department of Mines and Energy, Mineral Development
Division, Report 80-1, p. 100-109.
Szybinski, Z.A., Swinden, H.S., O'Brien, F.H.C., Jenner, G.A. and Dunning,
G.R.
1990: Correlation of Ordovician volcanic terranes in the
Newfoundland Appalachians: lithological, geochemical and age constraints.
Geological Association of Canada-Mineralogical Association of Canada, Joint
Annual Meeting. Program with Abstracts, Volume 15, p. A128.
Williams, H. Colman-Sadd, S.P. and Swinden, H.S.
1988: Tectonic stratigraphic subdivisions of central Newfoundland. In
Current Research Part B. Geological Survey of Canada, No. 6 pp. 142-166.

---

231CERTIFICATE OF THE QUALIFIED PERSON
              
            
          
        
      
    
  


I, David A. Copeland, a self-employed geological consultant residing at 10440
64 Avenue, Edmonton, Alberta, T6H 1S7, hereby certify that:
I am a graduate of the University of New Brunswick, Fredericton with a
  M.Sc. degree in geology (1999), and a graduate of the University of New
  Brunswick, Fredericton with a B.Sc. degree in geology (1995).
  I have been employed in the geoscience industry intermittently for 10
  years, and have explored for gold, base metals and diamonds in Canada and
  Australia for both senior and junior mining companies.
  I have worked in Newfoundland over the past year as a
  consulting geologist for Rubicon Minerals Corporation. My most recent visit to
  the Golden Promise Property was from March 25 to April 25, 2004, at which time
  I supervised and worked as a consulting geologist during the winter
  exploration program.
  I am a member in good standing of the Association of
  Professional Engineers, Geologists and Geophysicists of Alberta (license #
  M66276) and the Association of Professional Engineers and Geoscientists of
  Newfoundland and Labrador (Registration # 04257).
  I personally prepared, supervised or reviewed all sections
  of this technical report entitled "2003 Technical Report on the Golden Promise
  Property, Badger and Grand Falls Map Sheets, Central Newfoundland" and was
  involved in and supervised the fieldwork.
  I am not aware of any material fact or material change with
  respect to the subject matter of the technical report which is not reflected
  in the technical report, the omission to disclose which makes the technical
  report misleading.
  I hold securities of the reporting issuer (Rubicon Minerals
  Corporation) in the form of a stock option agreement. I have received the
  majority of my employment income from Rubicon in the past year. I therefore,
  am not considered independent of Rubicon Minerals Corporation in respect of
  this report. In addition I hold shares in Placer Dome via investment within
  Mutual Funds.
  I have read National Instrument 43-101 and Form 43-101F, and the technical
  report has been prepared in compliance with this Instrument and Form 43-101F.Dated this 26th day of April, 2004                                  
David A. Copeland, M.Sc., P.Geol.
s/David A. Copeland
                David A. Copeland, M.Sc., P.Geol.

---

232
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David W. Adamson, the President, Chief Executive Officer
and Director of Rubicon Minerals Corporation, certify that:
I have reviewed this annual report on Form 20-F of
  Rubicon Minerals Corporation;
  Based on my knowledge, this annual report does not
  contain any untrue statement of a material fact or omit to state a material
  fact necessary to make the statements made, in light of the circumstances
  under which such statements were made, not misleading with respect to the
  period covered by this annual report;
  Based on my knowledge, the financial statements, and other
  financial information included in this annual report, fairly present in all
  material respects the financial condition, results of operations and cash
  flows of the registrant as of, and for, the periods presented in this annual
  report;
  The registrant's other certifying officers
  and I are responsible for establishing and maintaining disclosure controls and
  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
  registrant and have:a. designed such disclosure controls and procedures to
  ensure that material information relating to the registrant, including its
  consolidated subsidiaries, is made known to us by others within those
  entities, particularly during the period in which this annual report is being
  prepared;
  b. evaluated the effectiveness of the registrant's
  disclosure controls and procedures as of a date within 90 days prior to the
  filing date of this annual report (the "Evaluation Date"); and
  c. presented in this annual report our conclusions about the
  effectiveness of the disclosure controls and procedures based on our
  evaluation as of the Evaluation Date;The registrant's other certifying officers
  and I have disclosed, based on our most recent evaluation, to the registrant's
  auditors and the audit committee of registrant's board of directors (or
  persons performing the equivalent function):a. all significant deficiencies in the design or operation
  of internal controls which could adversely affect the registrant's ability to
  record, process, summarize and report financial data and have identified for
  the registrant's auditors any material weaknesses in internal controls; and
  b. any fraud, whether or not material, that involves
  management or other employees who have a significant role in the registrant's
  internal controls; andDate:  April 30, 2004

/s/David W. AdamsonDavid W. AdamsonPresident, Chief Executive
      Officerand Director


---

233
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter G. Wong, the Chief Financial Officer of Rubicon
Minerals Corporation, certify that:
I have reviewed this annual report on Form 20-F of Rubicon
  Minerals Corporation;
  Based on my knowledge, this annual report does not contain
  any untrue statement of a material fact or omit to state a material fact
  necessary to make the statements made, in light of the circumstances under
  which such statements were made, not misleading with respect to the period
  covered by this annual report;
  Based on my knowledge, the financial statements, and other
  financial information included in this annual report, fairly present in all
  material respects the financial condition, results of operations and cash
  flows of the registrant as of, and for, the periods presented in this annual
  report;
  The registrant's other certifying officers
  and I are responsible for establishing and maintaining disclosure controls and
  procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
  registrant and have:a. designed such disclosure controls and procedures to
  ensure that material information relating to the registrant, including its
  consolidated subsidiaries, is made known to us by others within those
  entities, particularly during the period in which this annual report is being
  prepared;
  b. evaluated the effectiveness of the registrant's
  disclosure controls and procedures as of a date within 90 days prior to the
  filing date of this annual report (the "Evaluation Date"); and
  c. presented in this annual report our conclusions about the
  effectiveness of the disclosure controls and procedures based on our
  evaluation as of the Evaluation Date;The registrant's other certifying officers
  and I have disclosed, based on our most recent evaluation, to the registrant's
  auditors and the audit committee of registrant's board of directors (or
  persons performing the equivalent function):a. all significant deficiencies in the design or operation
  of internal controls which could adversely affect the registrant's ability to
  record, process, summarize and report financial data and have identified for
  the registrant's auditors any material weaknesses in internal controls; and
  b. any fraud, whether or not material, that involves
  management or other employees who have a significant role in the registrant's
  internal controls; andDate: April 30, 2004

/s/ Peter G. WongPeter G. Wong, CAChief Financial Officer


---

234
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, David W. Adamson, President, Chief Executive
Officer and a Director of Rubicon Minerals Corporation, hereby certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)the annual report on Form
  20-F of Rubicon Minerals Corporation for the year ended December 31, 2003 (the
  "Report") fully complies with the requirements of Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934; and

(2)
  the information contained in the
  Report fairly presents, in all material respects, the financial condition and
  results of operations of Rubicon Minerals Corporation.

Dated: April 30, 2004

/s/David W. AdamsonDavid W. AdamsonPresident, Chief Executive
      Officer andDirector


---

235
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Peter G. Wong, CA, Chief
Financial Officer of Rubicon Minerals Corporation, hereby certifies, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(3)the annual report on Form
  20-F of Rubicon Minerals Corporation for the year ended December 31, 2003 (the
  "Report") fully complies with the requirements of Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934; and

(4)
  the information contained in the
  Report fairly presents, in all material respects, the financial condition and
  results of operations of Rubicon Minerals Corporation.

Dated: April 30, 2004

/s/Peter G. WongPeter G. Wong, CAChief Financial Officer


---