The Company is an active junior mineral resource exploration company focused on the acquisition, exploration and development of precious metals, base metals and diamond projects.  Properties which the Company currently owns or which it is currently evaluating for acquisition are located in the traditional mining areas of Ontario, Canada. 

The recoverability of the amounts comprising mineral properties and deferred exploration costs is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain the necessary financing to successfully complete its exploration and development and upon future profitable production and royalties. 

Risks: 

The success of the Company’s business is subject to a number of factors including but not limited to those risks normally encountered in the mining industry such as exploration uncertainty, lack of operating cash flow, increasing environmental regulation, continued industry and public acceptance, regulatory compliance, potential liability claims, general markets and economic conditions, competition with Companies having greater resources, and further capital requirements and the uncertainty of obtaining required financing.

REVIEW OF OPERATIONS - MINERAL PROPERTIES  

DIAMOND EXPLORATION PROJECTS – NORTHEASTERN ONTARIO 

Temagami Diamond Claim Project, Ontario, Canada   

Crews were mobilized to the Temagami Diamond Claim Project on June 23, 2002 to follow-up on targets outlined in Tres-Or’s airborne tri-axial magnetic gradiometer survey of over 10,500 line kilometers covering the Temagami Diamond Claim Project.  The airborne survey was designed to collect high resolution, total field and measured gradient magnetic data at 150-metre line spacing for direct detection of responses indicative of potential kimberlite pipes. The airborne geophysical information was used to prioritize target areas for ground truthing, including follow-up till, stream and soil geochemical sampling, prospecting, mapping and detailed ground geophysical surveys. During the quarter, over 380 till samples were collected and shipped for Kimberlite Indicator Mineral (KIM) processing.  Interpretation of the preliminary data from the current work programs in conjunction with results from Tres-Or’s previous work and regional KIM sampling programs carried out in 2001 - 2002 by the Ontario Geological Survey (OGS) indicates the presence of kimberlitic rocks in the project area.  Electron microprobe analyses of the KIM chemistry and mineral compositions suggest good potential for the discovery of diamondiferous kimberlite bodies within the Temagami Diamond Claim Project area. 

On August 19, 2002 the Exchange has accepted a Purchase Agreement for Tres-Or to acquire a 100% undivided interest in 795 contiguous mining claim units (Temagami East) located in the Sudbury and Larder Lake Mining Divisions of Ontario.  The claims adjoin the Company’s 100%-owned 46,000 hectares of contiguous claims located in   the Temagami area of northeastern, Ontario.  The properties are considered prospective for diamonds. 

Consideration to acquire a 100% undivided interest in the Temagami East Diamond Claims includes $30,000 (paid) on signing and acceptance of the agreement and the issuance of 300,000 shares (issued) of the common stock of Tres-Or.  The purchase agreement requires Tres-Or to make two further cash payments totaling $120,000 to the vendors by December 4, 2002.  The Vendors retain a 2.5% Net Smelter Return (NSR) or Gross Override Royalty (GORR).  Tres-Or may at its option purchase 1% of the Vendors’ NSR or GORR for $1.0 million at any time prior to commercial production of gold, PGE minerals, base metals, diamonds or any other mineral discovered on the claims.  Tres-Or has a First Right of Refusal to buy back the remaining 1.5% NSR or GORR. The vendors retain the right to acquire 100,000 common shares of Tres-Or one day prior to commercial production subject to further regulatory approval.  No work commitments are required under the terms of the purchase agreement.

The Company is actively exploring more than 70,000 hectares of contiguous claims in the emerging northeastern Ontario diamond play.   The Temagami Diamond Claim project  is underlain by the same Superior Craton, and equivalent basement rocks as the Victor Pipe, where De Beers’ is carrying out feasibility studies to the north, near Attawapiskat, Ontario.   

On September 23, 2002 the Exchange approved an Agreement for Rock to earn a two thirds interest in 795 contiguous Temagami Diamond Claim units (Temagami East Option), which cover approximately 12,800 hectares in northeastern Ontario. 

The Temagami East block is located on the southern margin of the Archean Superior Craton, in an area with encouraging kimberlite indicator mineral chemistry associated with important geologic structures. This includes prominent northwest trending structures that parallel the Lake Timiskaming fault zones.  These structures comprise the southern extension of a known kimberlite trend, and are associated with the emplacement of more than 25 kimberlite pipes, which extend north and west to De Beer’s Victor Pipe (currently undergoing advanced bulk testing and pre-feasibility studies). 

In consideration, Rock paid $13,000 and will issue 200,000 common shares to Tres-Or. The Agreement allows for aggressive, systematic diamond exploration programs budgeted at $6.5 million, to be carried out in stages from January 1, 2003 to December 31, 2007.  Tres-Or will be the project Operator and receive management fees not to exceed 10% of the total exploration expenditures.  Rock shall make property payments totaling $225,000, commencing with $25,000 on December 31, 2002, and subsequently $25,000 by June 30, 2003, $25,000 by December 31, 2003, $50,000 by June 30, 2004 and $100,000 by December 31, 2004. 

The property is subject to a 2.5% NSR or Gross Override Royalty (GORR).  Tres-Or retains the right to purchase 1% of the vendor’s NSR or GORR for $1.0 million and a First Right of Refusal to buy back the remaining 1.5% NSR or GORR. 

Tres-Or has compiled an extensive data set of airborne geophysics, including measured horizontal and vertical magnetic gradient data flown at 150-metre line spacing over the Temagami East block.  The geochemistry compiled includes kimberlite indicator mineral (KIM) samples with favourable G10 pyrope chemistry, some sources likely derived within the Temagami East block and Mg-ilmenite chemistry from these same samples which suggests multiple sources, and favourable conditions for diamond preservation within the kimberlite magma.

The Company is actively exploring more than 82,000 hectares of contiguous claims comprising the Temagami Diamond Claim Project.   Tres-Or completed a regional till sampling program was carried out between June 24 to September 30 2002. The program was designed to collect targeted lines of till samples and process these lines (or cut-off lines) of samples for kimberlite indicator minerals.  The program focused on geophysical targets outlined by the airborne triaxial magnetic gradiometer survey flown in May 2002. The airborne geophysical survey has revealed numerous anomalies consistent with kimberlite pipes. These are being ground-truthed and sampled as part of Tres-Or’s concurrent indicator mineral program. 

Previous sampling programs outlined 4 kimberlite indicator mineral (KIM) trains on 46,000 hectares of the 100%-owned Temagami Diamond Claim project. Electron microprobe analyses from the Tres-Or samples and from the Ontario Geological Survey regional stream sediment sampling programs suggest the presence of kimberlitic rocks in the project area.  Based on kimberlite indicator mineral assemblage and mineral compositions compiled in an independent evaluation report by Dr. Harrison Cookenboo, P.Geo., the data suggest good potential for the discovery of diamondiferous kimberlite bodies within the project area. 

Results from the first group of till samples (204 samples), which have been processed and sorted, yielded 1,078 kimberlite indicator mineral grains. By analyzing the till samples and interpreting the associated mineralogy, chemistry and the related geology and geophysics, potential sources can be outlined up-ice of the sample.  Follow-up surveys are underway in areas where anomalous samples have been identified and discrete KIM trains have been outlined. 

Other important anomalous samples were collected in Askin and Riddell townships and appear to comprise a distinctive indicator mineral dispersion train dominated by olivine and include Cr-pyrope garnets as well.  The till sample analyses were carried out by Meridian Geoscience Ltd. and by C.F. Minerals Research Ltd. laboratories.

On September 30, 2002 Tres-Or completed an Agreement to Purchase a 100% interest in 100 claim units located in Eldridge Township. Consideration includes a cash payment of $25,000 ($5,000 paid) and the issuance of 100,000 shares common shares of Tres-Or. The vendors retain a 2.5% NSR on the claims. Tres-Or may at its option purchase 1% of the vendors’ NSR for $1,000,000 prior to commercial production and retains the First Right of Refusal to buy back the remaining 1.5% NSR.

Subsequently, on October 4, 2002 Rhonda Corporation completed an agreement to earn 50% interest in the 100 claim units by a cash payment of $60,000 ($5,000 paid), paying $30,000 in 3 six month property payments commencing on December 31, 2002 and expending $250,000 in exploration between September 30, 2002 and September 30, 2004.  This agreement represents an additional claim block to be incorporated into the existing March 5, 2002 Letter Agreement approved by the Exchange on June 17, 2002. 

Tres-Or entered into a Letter Agreement with Rhonda Corporation , whereby  Rhonda could earn up to 50% interest  in the 1,626 Temagami diamond claim units (Temagami Option).  On signing of the agreement, Rhonda paid $65,000 and on Exchange approval, issued 200,000 common shares of Rhonda to Tres-Or.  Rhonda will incur a total of $4.5 million in exploration expenditures staged over 3.5 years and make semi-annual property payments totaling $225,000.  Tres-Or   is the Operator and will charge a 15% management fee on exploration expenditures. 

The Rhonda/Tres-Or Temagami Option consists of over 26,000 hectares of claims in the Temagami-Marten River area.  In May and June 2002, Tres-Or completed a detailed airborne geophysical survey over project.  The fixed-wing aeromagnetic survey collected high resolution total field and measured horizontal and vertical gradient magnetic data that will be used for the direct detection of responses indicative of potential kimberlite pipes. 

As part of the 2002 summer exploration program, 205 till samples were collected to test for kimberlite indicator minerals.  Samples were collected strategically along lines to trace dispersion trains up ice to potential geophysical anomalies outlined in the fixed-wing airborne magnetic survey.   The data is being compiled to prioritize areas where the geophysical anomalies appear to be clustered.

Temagami North Diamond Claim Project, Ontario, Canada 

Exploration work is underway on Tres-Or’s Temagami North diamond properties which consist of 134 claim units, covering  more than thirty (30) discrete circular magnetic targets within the New Liskeard/Cobalt kimberlite field, where more than a dozen kimberlites are already known, half of which are diamondiferous.  Tres-Or’s initial work on a portion of these claims confirmed indicator mineral compositions distinct from the known kimberlites, including eclogitic garnets comparable to the diamond-bearing eclogites from the Jericho kimberlite in northern Canada.   

On June 6, 2002 the Exchange approved a Letter of Intent with Rock Resources Inc. (“Rock”) whereby Rock could earn a two thirds interest in 104 claim units (Temagami North Option) for cash payments totaling $30,000, issuing 100,000 common shares of the capital of Rock and expending $300,000 in exploration to November 2003. Tres-Or will be the Operator and will charge a 10% management fee on exploration expenditures. 

The agreement allows for  systematic diamond exploration on the properties where recent ground magnetic surveys completed    by Tres-Or on the Lundy and Bucke claims have outlined over a dozen priority circular magnetic targets with responses indicative of potential kimberlite pipes, as well as outlining structural features which may have influenced kimberlite emplacement. As part of the follow-up program, 41 till samples were collected down ice of magnetic anomalies and  further ground magnetic surveys are underway. 

Two stream sediment samples collected from Tres-Or’s 100%-owned Temagami North – 30 claim group contained prolific kimberlite indicator minerals suggesting that the source kimberlite is proximal.  The samples were taken in a small stream that is within the till layer, and is located approximately 200 metres down-ice of a circular magnetic high.  More than 11,000 KIMs were recovered with chemistries that suggest a potential diamondiferous source. Included among the prolific indicator minerals are eclogitic garnets and chromites that suggest the source kimberlite may have tapped the diamond stability field, and Mg-limenites that indicate the magma is favourable for preserving diamonds. 

A detailed ground magnetic and electromagnetic survey is underway to further define and prioritize  potential sources for the KIM grains for a winter drill program.  The KIM grains analyzed from the Tres-Or samples from these claims are distinct from, and in some important ways better than, other indicators reported from the New Liskeard and Kirkland Lake kimberlite fields.  Specifically, the Tres-Or sample has better eclogitic garnets and Mg-ilmenite chemistry than any other published chemistry from known pipes in these areas.  In addition, the Tres-Or sample has G10 pyropes and Cr-rich chromites (diamond intergrowth field) comparable to the better chemistries within the area.  These differences in chemistry suggest that the source kimberlite of the Tres-Or sample tested different mantle (perhaps somewhat deeper), with a good chance of being diamondiferous.

Mann Platinum/Palladium Project, Ontario, Canada 

Broadlands Resources Ltd. is negotiating  to continue to earn an interest in the property pursuant to an Agreement approved by the Exchange on February 8, 2001.  As part of the work commitment a six hole, 998 metre diamond drill program was completed on the 19 claim unit, Mann property near Timmins, Ontario.  The Mann project covers part of the Mann complex, a mafic/ultramafic layered intrusion which hosts Platinum Group Elements (PGE) and copper-nickel sulphide mineralization.   

Exploration work completed by Tres-Or included geological studies and the re-logging and sampling of approximately 1,155 metres of historic drill core.  One hundred-four (104) samples were taken. Thirty-one (31) samples were taken in clinopyroxenite of which twenty-four (24) are anomalous in PGE’s, up to 942 ppb PGE’s plus gold. Geophysical surveys included 21 kilometres of Total Field Magnetics and 7.5 kilometres of Induced Polarization (IP) surveys.  

The target of the most recent drill program was a clinopyroxenite horizon in the layered Mann ultramafic complex which hosts highly anomalous platinum and palladium values. On the Tres-Or claims, three continuous chip samples taken by the Ontario Geological Survey returned values of PGE + Au of 645 ppb over 12.20 metres, 574 ppb over 14.00 metres and 594 ppb over 22.00 metres.  This unit was intersected in three of six holes drilled.  It ranges from 13 to 15 meter in true thickness and dipping moderately to the east.  No anomalous PGE’s were returned from this unit, but anomalous PGE values to 79 ppb were encountered in a coarse, chaotic gabbro stratigraphically above the clinopyroxenite horizon.  Further exploration work including detailed structural mapping, sampling and additional diamond drill testing is recommended.

Shallow River Base Metal Project, Ontario, Canada  

Option Agreements to earn 100% interest in the Shallow River East and Northeast mineral claims consisting of 52 units totaling 832 hectares have been completed.  The title to the claims were transferred to Tres-Or on July 27, 2001.  The final property payment of 100,000 common shares at a value of $30,000 was issued on Exchange approval.

The Botany Option Agreement is complete. Title to  26 claim units covering 416 hectares in Warden Township was transferred   to Tres-Or on October 5, 2001.  The final property payment of 100,000 common shares at a value of $30,000 was issued on Exchange approval.  The Company staked 28 claim units contiguous and adjoining the Botany claims where further site investigations, prospecting and additional geochemical surveys are recommended. 

On September 28, 2002, the Company transferred 13 Shallow River project claims (40 claim units) back to vendors.  The Board of Directors elected not to proceed with continued exploration of these claim units.

CORPORATE, FINANCE AND INVESTOR RELATIONS ACTIVITIES  

The Company has working capital of approximately $413,786 and is pursuing additional financing and exploration partnerships.  The most recent project exploration results are being compiled and presented to several companies active or interested in acquiring exploration projects in Ontario.  The goal is to secure Option/Joint Venture agreements and to pursue additional funding for continued advancement of Tres-Or’s 100% owned properties.

During the period, Tres-Or closed a non-brokered private placement of 1.44 million units of the Company at $0.35 per unit, of which 1.14 million are flow-through units.  Each flow-through unit consists of one flow-through share and one non-transferable share purchase warrant.  Each flow-through share purchase warrant can be exercised to acquire one additional flow-through common share of Tres-or for a period of one year at an exercise price of $0.50 per share. 

As part of this private placement, Rhonda Corporation subscribed for 300,000 units at $0.35 per unit.  Each unit consists of one share and one non-transferable share purchase warrant, each warrant is exercisable for one year at $0.50 per share.  In addition, Rock Resources Inc. subscribed for 290,000 common shares  of Tres-Or at $0.35 by way of a private placement. 

On July 29, 2002, the Company completed the purchase of an undivided 100% interest in approximately 795 mineral claim units comprising the Temagami East Diamond Claim project, within the Larder Lake and Sudbury Mining Divisions, Ontario.  The purchase price paid for the claims includes a cash payment of  $150,000 and 300,000 shares. 

The vendors retained a 2.5% NSR or Gross Override Royalty (GORR).  The Company may at its option purchase 1% of the vendors' NSR or GORR for $1.0 million at any time prior to commercial production of gold, PGE minerals, base metals, diamonds or any other mineral discovered on the claims.   

Also on July 29, 2002, the Company entered into a letter agreement with Rock Resources Inc. ("Rock"), whereby, Rock may   earn up to two thirds interest in 795 mining claim units in the Temagami East Project.  Terms of the agreement include  $13,000 (paid) upon signing of the letter agreement and the issuance of 200,000 common shares of Rock to the Company.  Rock will incur exploration expenditures of $6.5 million, to be carried out in stages from January 1, 2003 to December 31, 2003.  Rock shall  make property payments totaling $225,000 commencing December 31, 2002, and subsequently $25,000 by June 30, 2003, $25,000 by December 31, 2003, $50,000 by June 30, 2004 and $100,000 by December 31, 2004.

Tres-Or is the Operator of the project until Rock has earned its two thirds interest.  The Company will charge a 10% management fee on exploration expenditures.  Once Rock has earned its interest, the two parties will form a management committee and complete a joint venture agreement. 

Rock has subscribed for 290,000 shares at $0.35 per share and one share purchase warrant priced at $0.50 exercisable within eighteen months from the issue date.   

On September 20, 2002 the Company announced a non-brokered private placement of up to 860,000 units of the Company priced at $0.35 per unit.  Each unit consists of one common share and one non-transferable share purchase warrant.  Each warrant will entitle the holder to acquire one additional common share of  the Company for a period of one year at a price of $0.50.  The private placement is subject to regulatory approval. 

On August 12, 2002, Members of the Company approved a Shareholder Rights Plan Agreement effective July 3, 2002 at the Company’s Annual and Extraordinary General Meeting.  The Agreement has a term of 10 years, subject to confirmation by the shareholders of the Company at annual meetings following the fifth and eighth anniversaries of the effective date.  

The Members of the Company elected six directors to hold office for the ensuing year: 

Laura Lee Duffett, P.Geo. –  President and Director

David St. Clair Dunn, P.Geo. – Vice President, Exploration and Director

N. Reid Toreson. B.Comm. – Director

Gareth E. Mason, B.Comm – Director

Ronald L. Findlay, P.Bio. – Director

Dr. Roger D. Morton, Ph.D., P.Geol. – Director 

The Company is pleased to welcome Professor Roger D. Morton to the Board of Directors. Dr. Morton graduated from the University of Nottingham, England with a Bachelor of Science (Honors) and a Ph.D. in geology. Dr. Morton has taught at the Universities of Oslo, Hamburg, and Nancy, and is a Professor Emeritus in Geology at the University of Alberta, after teaching economic geology there for 28 years. Dr. Morton has 40 years of academic, geological and corporate management experience throughout the world and has worked in Asia, Scandinavia, Canada, the U.S., Central and South America and Southern Africa. Dr. Morton is internationally recognized as a leading authority on the economic evaluation of mineral deposits. His extensive profile and first-hand experience of exploration and discovery of economic deposits in South America, and economic evaluation of mineral deposits around the world considerably augments the management team behind several resource based companies. Dr. Morton is the co-founder and former Vice President of Golden Star Resources.  While serving as a Director of Tres-Or Resources Ltd., Dr. Morton continues to serve on the board of management of several other public resource companies.  He is chairman of Mindoro Resources Ltd. (operating in the Philippines) and a board member of Black Swan Resources Ltd. (operating in Brazil) and Uruguay Mineral Resources (operating in Uruguay).  Dr. Morton is a qualified gemologist and the founder and owner of Polar Star Diamonds Ltd. and Diamori Ltd., private corporations in Alberta. 

On August 12, 2002 the Board granted 660,000 stock options to directors, officers and employees of the Company at an exercise price of $0.23 per share for a three year term. 

Effective August 19, 2002, 187,500 escrow shares were released.  The original number of escrow shares held under the Escrow Agreement dated January 26, 2000 is 375,000.

Investor relations is managed by the Directors and includes daily contact with shareholders and attendance at industry conferences and trade shows.  Other investor relations activities include maintaining the Company’s web site, preparation and dissemination of documentation packages.

Liquidity and solvency:

The financial statements presented in Schedule A, have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The continuing operations of the company are dependent upon its ability to raise adequate financing, secure substantial option or joint venture partnerships and to advance project opportunities to viable operations in the future.  

ANNUAL AND EXTRAORDINARY GENERAL MEETING