**SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549FORM 40-F**

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  (Check One)

  ___ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 or

  _X_ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

  For the fiscal year ended __February 28, 2010___ Commission File Number _0-29880__

  _Virginia Mines Inc.__  (Exact Name of Registrant as Specified in its Charter)  (formerly Virginia Gold Mines Inc.)

  _Federally Incorporated in Canada__  (Province or Other Jurisdiction of Incorporation or Organization)

  116 St. Pierre Street, Suite 200  _City of Québec, Québec, Canada G1K 4A7__  _(418) 694-9832__  (Address and Telephone Number of Registrant’s Principal Executive Offices)

  Susan K. Shapiro, Esq.  Burns & Levinson LLP  125 Summer Street, Boston, MA 02110  _(617) 345-3000__  (Name, Address and Telephone Number of Agent for Service in the United States)

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

| _Title of Each Class__ | Name of Each Exchange           _on Which Registered__ |
|------------------------|--------------------------------------------------------|
| _N/A__                 | _N/A__                                                 |

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

  _____Common Shares without Par Value_____  (Title of Class)

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

  _N/A__  (Title of Class)

 

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

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

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

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  29,799,392 Common Shares without Par Value

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

  YES X NO __

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

  YES NO X__ 

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**EXPLANATORY NOTE**

  Virginia Mines Inc. (the “Company”) is a Canadian issuer that is permitted, under the  multijurisdictional disclosure system adopted in the United States, to prepare its Annual Report  pursuant to Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) in  accordance with disclosure requirements in effect in Canada that differ from those of the United  States. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange  Act and in Rule 405 under the Securities Act of 1933. Equity securities of the Company are  accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuantto Rule 3a12-3 thereunder.

**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

  Certain of the statements made and information contained in this Annual Report on Form  40-F may contain “forward-looking statements” within the meaning of Section 21E of the  Exchange Act and forward-looking information under Canadian securities laws, including  statements concerning the Company’s financial and operating results and cash flows; plans for the  Company’s mineral properties including exploration and development activities, schedules and  budgets; results of exploration activities at the Company’s properties; status of joint venture  agreements and activities and expenditures by the Company’s joint venture partners; estimates of  mineralized material and mineral resources; availability and timing of financing for purposes  including exploration and development of the Company’s properties; potential for future  production at the Company’s properties or proceeds from disposal of the Company’s properties;  future commodity prices; future share price and valuation for the Company and for marketable  securities held by the Company; conditions in the financial markets in general including share  prices and interest rates; and the status of the Company’s investments in financial instruments  including asset-backed commercial paper, which involve known and unknown risks, uncertainties  and other factors which may cause the actual results, performance or achievements of the  Company, or industry results, to be materially different from any future results, performance or  achievements expressed or implied by such forward-looking statements. 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”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”,“assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential” or variations thereof or statingthat certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur orbe achieved, or the negative of any of these terms and similar expressions) are not statements ofhistorical fact and may be forward-looking statements. Forward-looking statements are subject to avariety of risks and uncertainties which could cause actual events or results to differ from thosereflected in the forward-looking statements, including, without limitation, risks and uncertaintiesrelating to:

-  the Company’s properties being in the exploration stage;
- risks that mineral deposits may not be commercially viable due to factors including    physical attributes of the deposit such as size, grade and proximity to infrastructure,    as well as regulatory and other risks including those set forth herein;
- the hazardous nature of mining activities including risks of accidents, unforeseen 

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mineralization issues, environmental damage and unexpected or severe weather    conditions;

-   risks relating to compliance with regulatory requirements and obtaining required    licenses and permits to conduct operations;
-  risks that the Company’s title to one or more properties may be subject to    unrecognized prior agreements, or not compliant with regulatory requirements, or    otherwise deficient;
-  competition;
-  the potential for delays in exploration or development activities or the completion    of feasibility studies;
-  commodity price fluctuations;
-  currency fluctuations;
-  failure to obtain adequate financing on a timely basis;
-  external risks relating to the economy and financial markets in general including    risks related to fluctuations in interest rates and equity valuations;
-  risks related to financial instruments held by the Company including credit risk    associated with short-term investments and accounts receivable;
-  risks that the Company could have insufficient liquidity to meet financial    obligations when due; and
-  other risks and uncertainties, including those described under “Item VIII. Risk    Factors” in the Annual Information Form and also those described under the    headings “Risk Factors and Uncertainties -- Risk Factors and Uncertainties Related    to Financial Instruments” and “ -- Other Risk Factors and Uncertainties” in the    Management’s Discussion and Analysis, included herewith as Exhibits 1 and 3,    respectively.

  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 forwardlooking  statements. Accordingly, readers are advised not to place undue reliance on forwardlooking  statements. Forward-looking statements include statements regarding the expectations and  beliefs of management, anticipated future capital and operating costs, and the potential of the  Company’s properties and expectations of growth. Except as required under applicable legislation,  the Company undertakes no obligation to publicly update or revise forward-looking statements,  whether as a result of new information, future events or otherwise.

**PASSIVE FOREIGN INVESTMENT COMPANY; OTHER TAX MATTERS**

  The Company believes that, for its fiscal year ended February 28, 2010, it was not a  passive foreign investment company (“PFIC”), as defined in Section 1297 of the U.S. Internal  Revenue Code of 1986, as amended, but it may have been a PFIC in one or more prior years.  U.S. shareholders and potential investors in the Company’s common shares should consult their  tax advisors as to consequences which could materially affect the after-tax returns on investment  of U.S. shareholders of the Company. 

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Purchasing, holding or disposing of securities of the Company may have tax  consequences under the laws of the U.S. and Canada that are not described in this Annual Reporton Form 40-F.

**RESOURCE ESTIMATES**

  This Annual Report on Form 40-F includes mineral resource estimates that have been  prepared in accordance with Canadian National Instrument 43-101 (“NI 43-101”) and the  Canadian Institute of Mining and Metallurgy (“CIMM”) Classification System. These standards  differ significantly from the requirements of the United States Securities and Exchange  Commission (“SEC”). Accordingly, information concerning descriptions of mineralization and  resources contained in this Annual Report on Form 40-F may not be comparable to information  from U.S. companies subject to the SEC’s reporting and disclosure requirements. In particular,  the term “resource” does not equate to the term “reserves”. The definitions of “proven” and“probable” reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. UnderU.S. standards, mineralization may not be classified as a “reserve” unless the determination hasbeen made that the mineralization could be economically and legally produced or extracted at thetime the reserve determination is made. The SEC’s disclosure standards normally do not permitthe inclusion of information concerning “measured”, “indicated”, or “inferred” mineral resourcesin documents filed with the SEC, unless such information is required to be disclosed by the lawsof the Company’s principal jurisdiction or of a jurisdiction in which its securities are traded. U.S.investors should also understand that “inferred mineral resources” have a great amount ofuncertainty as to their existence and great uncertainty as to their economic and legal feasibility. Itcannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to ahigher category. Under Canadian rules, estimated “inferred mineral resources” may not form thebasis of feasibility or pre-feasibility studies except in rare cases. Readers are cautioned not toassume that all or any part of an “inferred mineral resource” exists or is economically or legallymineable. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations;however, the SEC normally only permits issuers to report “resources” as in-place tonnage andgrade.

**CURRENCY**

  Unless otherwise indicated, all dollar amounts in the Annual Report on Form 40-F are  Canadian dollars. On February 26, 2010, the noon buying rate in the City of New York for cable  transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of  New York was Canadian $1.00 = U.S. $0.9506, and on February 27, 2009, the rate was Canadian  $1.00 = U.S. $0.7868.

 

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**ANNUAL INFORMATION FORM**

  The Annual Information Form of the Company for the year ended February 28, 2010 is  included herein as Exhibit 1.

**AUDITED FINANCIAL STATEMENTS AND  MANAGEMENT’S DISCUSSION AND ANALYSIS**

*Audited Financial Statements*

 The audited financial statements of Virginia Mines Inc. as at February 28,2010 and 2009  and for the three year period ended February 28, 2010, including the auditors’ report thereon  dated May 14, 2010, are included herein as Exhibit 2. Please refer to Note 22 to the audited  financial statements for a reconciliation of the differences between Canadian and United States  Generally Accepted Accounting Principles.

*Management’s Discussion and Analysis*

  The Management’s Discussion and Analysis of the Company for the year ended February  28, 2010 is included herein as Exhibit 3.

**CONTROLS AND PROCEDURES**

**Evaluation of Disclosure Controls and Procedures**

  As of February 28, 2010, the Company carried out an evaluation, under the supervision  of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s  disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange  Act). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial  Officer have concluded that, as at February 28, 2010, the Company’s disclosure controls and  procedures are effective to ensure that information required to be disclosed by the Company in  reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized  and reported within the time periods specified SEC rules and forms, and (ii) accumulated and  communicated to the Company’s management, including its principal executive officer and  principal financial officer, or persons performing similar functions, as appropriate, to allow  timely decisions regarding required disclosure.

**Management’s Annual Report on Internal Control over Financial Reporting**

  The Company’s management is responsible for establishing and maintaining adequate  internal control over financial reporting. Internal control over financial reporting is defined in  Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed  by, or under the supervision of, the Company’s principal executive and principal financial****

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officers, or persons performing similar functions, and effected by the Company’s Board of  Directors, management and other personnel, to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles (“GAAP”).

  The Company’s internal control over financial reporting includes those policies and  procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and  fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide  reasonable assurance that transactions are recorded as necessary to permit preparation of  financial statements in accordance with GAAP, and that receipts and expenditures of the  Company are being made only in accordance with authorizations of management and directors of  the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of  unauthorized acquisition, use, or disposition of the Company’s assets that could have a material  effect on the financial statements.

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

  Management conducted an evaluation of the effectiveness of the Company’s internal  control over financial reporting as at February 28, 2010 based on the criteria established in  *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations  of the Treadway Commission (COSO). Based on this assessment, management concluded that  the Company’s internal control over financial reporting as at February 28, 2010 is effective  based on those criteria.

  The effectiveness of the Company’s internal control over financial reporting as at  February 28, 2010 has been audited by PricewaterhouseCoopers LLP, the independent auditors,  as stated in their report which is incorporated by reference herein as part of the audited financial  statements of the Company comprising Exhibit 2 to this Annual Report on Form 40-F.

**Changes in Internal Control over Financial Reporting**

  During the year ended February 28, 2010, the Company modified an internal control over  financial reporting in order to correct the material weakness identified in connection with a  review by the SEC of the Company’s financial statements of fiscal 2008. As previously reported  by the Company in its Annual Report on Form 40-F for the year ended February 28, 2009, the  material weakness related to application of U.S. GAAP for purposes of preparing reconciliations  from Canadian GAAP to U.S. GAAP in its annual financial statements, particularly with respect  to the guidance in EITF 04-02, Whether Mineral Rights are Tangible or Intangible Assets  Related Issues, with respect to accounting for the acquisition of mineral properties and mineral  rights. This material weakness was fully remediated during the fiscal year ended February 28,  2010. More specifically, a new control on the preparation of the U.S. GAAP reconciliation note  has been added to ascertain that it will eliminate the material weakness on internal control over  financial reporting. For each significant item included in the financial statements, the Company 

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compares the Canadian GAAP used with corresponding US GAAP in order to identify potentialdifferences.

**Limitations on Controls**

  The Company’s disclosure controls and procedures and internal control over financial  reporting are designed to provide reasonable assurance of achieving their objectives as specified  above. Management does not expect, however, that the Company’s disclosure controls and  procedures or the Company’s internal control over financial reporting will prevent or detect all  error and fraud. Any control system, no matter how well designed and operated, is based upon  certain assumptions and can provide only reasonable, not absolute, assurance that its objectives  will be met. Further, no evaluation of controls can provide absolute assurance that  misstatements due to error or fraud will not occur or that all control issues and instances of fraud,  if any, within the Company have been detected.

**NOTICES PURSUANT TO REGULATION BTR**

  None.

**AUDIT COMMITTEE FINANCIAL EXPERT**

  The Company has an Audit Committee established by the Board of Directors. The  members of the Audit Committee are André Lemire, Mario Jacob and Pierre Labbé. The Board  has designated Pierre Labbé as the “Audit Committee Financial Expert” as that term is defined  under Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Labbé is “independent” as that term  is defined under the rules of the NYSE Amex LLC.

**CODE OF ETHICS**

  The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that  applies to all directors, officers and employees, including its Chief Executive Officer, Chief  Financial Officer and principal accounting officer. The Company will provide to any person,  without charge, upon request, a copy of the Code. A person may request a copy by telephoning  the Company at (418) 694-9832, or by writing to the Company at 116 St. Pierre Street, Suite  200, Québec City, Québec, Canada G1K 4A7, Attn: Investor Relations. 

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**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

  The aggregate amounts billed by PricewaterhouseCoopers LLP, Chartered Accountants  (“PwC”) to the Company for the fiscal years ended February 28, 2010 (“Fiscal 2010”) and  February 28, 2009 (“Fiscal 2009”) for audit fees, audit-related fees, tax fees and all other fees are  set forth below:

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 Year Ended         February 28, 2010 
 
 Year Ended         February 28, 2009 

 Audit Fees (1) 

 $62,100 
 
 $102,380 

 Audit-Related Fees (2) 

 88,877 
 
 121,445 

 Tax Fees (3) 

 16,635 
 
 2,750 

 All Other Fees 

 -- 
 
 -- 

Totals 

 $167,612 
 
 $226,575 

NOTES:

  (1) “Audit Fees” represent aggregate fees for the audit of the annual financial statements of the  Company, and consulting in connection with its statutory and regulatory filings.

  (2) “Audit-Related Fees” represents aggregate fees billed for assurance and related services,  review of the Company’s Quarterly Financial Statements, fees related to reporting under Section  404 of the Sarbanes-Oxley Act of 2002 and IFRS consultation.

  (3) “Tax Fees” represent fees for tax compliance, tax advice and mining tax credits.

  The Audit Committee has adopted procedures requiring Audit Committee review and  approval in advance of all particular engagements for services provided by the Company’s  independent auditors. Consistent with applicable laws, the procedures permit limited amounts of  services, other than audit, review or attest services, to be approved by one or more members of  the Audit Committee pursuant to authority delegated by the Audit Committee, provided the  Audit Committee is informed of each particular service. All of the engagements and fees for  Fiscal 2010 were pre-approved by the Audit Committee. The Audit Committee reviews with  PwC whether the non-audit services to be provided are compatible with maintaining the  auditors’ independence.

**OFF-BALANCE SHEET ARRANGEMENTS**

  The Company has no off-balance sheet arrangements.

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**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

The required disclosure is included under the heading “Contractual Obligations” in the  Company’s Management’s Discussion and Analysis for the year ended February 28, 2010,  included herein as Exhibit 3.

**IDENTIFICATION OF THE AUDIT COMMITTEE**

  Not applicable.

**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

**A. Undertaking**

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

**B. Consent to Service of Process**

  The Registrant has previously filed with the Commission a written irrevocable consent  and power of attorney on Form F-X in connection with the filing of its Annual Report on Form  40-F for the year ended February 28, 2006. 

  

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**EXHIBITS**

  The following exhibits are filed as part of this report:

  1. Annual Information Form of Virginia Mines Inc. for the year ended February 28, 2010

  2. Audited Financial Statements of Virginia Mines Inc. for the years ended February 28,  2010, February 28, 2009 and February 29, 2008

  3. Management’s Discussion and Analysis of Virginia Mines Inc. for the year ended  February 28, 2010

  4.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors

  4.2 Consent of Engineer (Tracy Armstrong, P.Geo.)

  4.3 Consent of Engineer (Eugene Puritch, P.Eng.)

  4.4 Consent of Engineer (Antoine Yassa, P.Geo.)

  4.5 Consent of Engineer (Christian D’Amours)

  5.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended

  5.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended

  6.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  6.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

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**SIGNATURES**

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

>  VIRGINIA MINES INC. Registrant 
 
By: /s/ André Gaumond Name: André Gaumond Title: President and Chief Executive Officer 

Date: May 20, 2010

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**EXHIBIT INDEX**

  

  

| Exhibit | Description                                                                                                                                        |   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 1.      | Annual Information Form of Virginia Mines Inc. for the year ended February 28, 2010                                                                |
| 2.      | Audited Financial Statements of Virginia Mines Inc. for the years ended February 28,  2010, February 28, 2009 and February 29, 2008                |
| 3.      | Management’s Discussion and Analysis of Virginia Mines Inc. for the year ended  February 28, 2010                                            |
| 4.1     | Consent of PricewaterhouseCoopers LLP, Independent Auditors                                                                                        |
| 4.2     | Consent of Engineer (Tracy Armstrong, P.Geo.)                                                                                                      |
| 4.3     | Consent of Engineer (Eugene Puritch, P.Eng.)                                                                                                       |
| 4.4     | Consent of Engineer (Antoine Yassa, P.Geo.)                                                                                                        |
| 4.5     | Consent of Engineer (Christian D’Amours)                                                                                                     |
| 5.1     | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended                         |
| 5.2     | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended                         |
| 6.1     | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 6.2     | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002   |

 

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