0000912282-10-000813 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 7th, 2010 • Rubicon Minerals Corp • Metal mining • British Columbia

We understand that McEwen Trading LP and Evanachan Limited (collectively, the “Selling Shareholders”), propose to sell 45,714,357 common shares (the “Offered Shares”) in the capital of Rubicon Minerals Corporation (the “Company”). Upon and subject to the terms and conditions contained herein, GMP Securities L.P. (“GMP” or the “Underwriter”) hereby offers to purchase from the Selling Shareholders and the Selling Shareholders hereby agree to sell to the Underwriter, all but not less than all of the Offered Shares, at a purchase price of C$4.16 per Share (the “Offering Price”), for an aggregate purchase price of C$190,171,725.10.

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