Securities Law & Instruments


Reporting issuer in Albertaand British Columbia that is listed on the TSX Venture Exchangedeemed to be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990,c. S.5, as am., s. 83.1(1).

Policies Cited

Policy 12-602 Deeming an Issuerfrom Certain Other Canadian Jurisdictions to be a ReportingIssuer in Ontario (2001) 24 OSCB 1531.



R.S.O. 1990, CHAPTER S. 5,AS AMENDED ("the Act")






(Subsection 83.1(1))

UPON the applicationof Rubicon Minerals Corporation Inc. (the "Company")to the Ontario Securities Commission (the "Commission")for an order pursuant to subsection 83.1(1) of the Act deemingthe Company to be a reporting issuer for the purpose of Ontariosecurities law;

AND UPON consideringthe application and the recommendation of the staff of the Commission;

AND UPON the Companyhaving represented to the Commission as follows:

1. The Company is a companygoverned by the Company Act (British Columbia). Itsregistered office and head office are located in Vancouver,British Columbia.

2. The authorized capitalof the Company consists of 250,000,000 common shares withoutpar value. As of July 3, 2002, there were 31,763,722 commonshares of the Company outstanding.

3. The Company became a "reportingissuer" under the Securities Act (British Columbia)on November 19, 1997 by way of prospectus and became a reportingissuer under the Securities Act (Alberta) on July 1,2001 due to the merger of the Alberta and Vancouver Stockexchanges.

4. The Company's common shareswere listed on the Vancouver Stock Exchange (the "VSE")on November 19, 1997. The Company's common shares currentlytrade on the TSX Venture Exchange Inc. ("TSX Venture")under the trading symbol "RMX".

5. The Company is not a reportingissuer (or the equivalent) under the securities legislationof any jurisdiction other than the Provinces of British Columbiaand Alberta.

6. The Company is not on thelists of defaulting reporting issuers maintained pursuantto section 113 of the Securities Act (Alberta) or section77 of the Securities Act (British Columbia). The Companyis not in default of any requirement of the TSX Venture.

7. The continuous disclosurerequirements of the Securities Act (Alberta) and theSecurities Act (British Columbia) are substantiallythe same as the requirements under the Act.

8. The materials filed bythe Company as a reporting issuer in the Provinces of Albertaand British Columbia since November 19, 1997 are availableon the System for Electronic Document Analysis and Retrieval.

9. The Company is not a capitalpool company as defined in the policies of the TSX Venture.

10. Neither the Company norany of its officers, directors or controlling shareholdershas been (i) the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldlikely be considered important to a reasonable investor makingan investment decision.

11. Neither the Company norany of its officers, directors or controlling shareholdersis subject to any (i) known ongoing or concluded investigationsby any Canadian securities regulatory authority or any courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision, or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver manager or trustee, within the precedingten years.

12. No director, officer orcontrolling shareholder of the Company is or has been, withinthe preceding ten years, a director or officer of any otherissuer which has been the subject of, (i) any cease-tradeor similar order, or order that denied access to any exemptionunder Ontario securities law, for a period of more than 30consecutive days, or (ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver manager or trustee.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS HEREBY ORDEREDpursuant to section 83.1(1) of the Act that the Company be deemedto be a reporting issuer for the purposes of Ontario securitieslaw.

July 4, 2002.

"Margo Paul"