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 

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. 

During the period, Tres-Or entered into a Purchase Agreement to acquire a 100% interest in an additional 738 claim units in the Temagami area for a cash payment of $60,000 and the issuance of 250,000 common shares of the capital stock of  Tres-Or.  The claims  are subject to a 2.5% NSR.  Tres-Or has an option to purchase 1% of the NSR for $1.0 million and has a first right to purchase the remaining 1.5% NSR.  In addition, subject to further Exchange approval, Tres-Or agreed to deliver a further 100,000 shares of the common stock of  Tres-Or one day prior to commercial production of any mineral discoveries on the claims. 

The overall mineral chemistry of the kimberlite indicators recovered suggests the presence of diamondiferous source rocks.  The very sub-calcic G10 pyrope garnets from the project are comparable to the best indicator minerals from producing diamondiferous kimberlites worldwide, including the Ekati Mine in the Northwest Territories.  The ilmenite compositions are typical of kimberlitic ilmenite, with elevated Cr2O3 and MgO contents.  Their composition indicates favourable conditions for diamond preservation.  The diamond inclusion composition of chromite grains recovered from Tres-Or’s samples support that of the G10 garnet compositions indicating that the source kimberlite has potentially sampled diamondiferous mantle.  Olivine is abundant and is consistent with derivation from kimberlite.  A few chrome diopsides were also recovered. 

In summary, Tres-Or believes that the kimberlite indicator mineral assemblage and mineral compositions compiled in an independent evaluation report by Dr. Harrison Cookenboo, P.Geo. suggest good potential for the discovery of diamondiferous kimberlite bodies within Tres-Or’s 100%-owned Temagami Diamond Claim project. 

At  year end, Tres-Or entered into a Purchase Agreement to acquire a 100% interest in 1,626 claim units in the Temagami area for a cash payment of $150,000 and the issuance of 300,000 common shares of the capital stock of Tres-Or .  The claims a re subject to a 2.5% NSR.  Tres-Or has an option to purchase 1% of the NSR for $1.0 million and has a first right to purchase the remaining 1.5% NSR.  In addition, subject to further Exchange approval, Tres-Or agreed to deliver a further 100,000 shares of the common stock of  Tres-Or one day prior to commercial production of any mineral discoveries on the claims. 

The Rhonda/Tres-Or Temagami Option consists of over 26,000 hectares of claims in the Temagami-Marten River area.  Recent programs have recovered high-interest kimberlitic garnets, diamond inclusion chromites, kimberlitic ilmenite with chemistries indicating favourable conditions for diamond preservation, abundant kimberlitic olivine and a few chrome diopsides.  Positive kimberlite indicator mineral results from sampling surveys in the area will be followed up by first phase till and stream sampling and systematic prospecting in conjunction with the acquisition or completion of airborne geophysical surveys to select priority areas.  Follow-up ground geophysical surveys, sampling and prospecting will be carried out to fast-track priority kimberlitic targets with positive ground geophysical surveys and high-interest kimberlitic indicator sampling results. 

The Temagami claims are located about four hours north of Toronto on Highway 11 with all necessary infrastructure nearby.  Year-round, low cost exploration permits the companies to fast-track priority exploration target areas through to discovery. 

The Company is actively pursuing financing and discussing joint venture participation in the Temagami Diamond Claim project with a number of interested parties.  In addition, the Company is continuing with due diligence to pursue additional diamond property opportunities. 

Temagami North Diamond Claim Project, Ontario, Canada 

Tres-Or entered into a Purchase Agreement on December 6, 2001 to acquire a 100% undivided interest in 120 claim units north of Temagami in the Cobalt/New Liskeard area of Ontario.  During the period, Tres-Or staked an additional 14 claim units in this area.

To purchase the 120 claim units, Tres-Or paid $50,000 and issued 200,000 shares on Exchange approval.   The Vendors retain a 2.5% Net Smelter Return (NSR).  Tres-Or may at its option purchase 1% of the Vendors’ NSR 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.  

During the year, Tres-Or collected two stream sediment samples in the Temagami North claim group which contained  prolific kimberlite indicator minerals that suggest a kimberlite source is very proximal. Extrapolating results from the counted indicators to the entire sample suggests that more than 11,000 KIMs were recovered within the 0.5 to 1.0 mm size range.    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.  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. 

Surface textures suggest a proximal origin of the grains.  More than 80% of the Cr-pyropes have at least a trace of kelyphite preserved on their surface, and chrome diopside, Mg-ilmenite, and olivine surfaces are all rated fresh to very fresh.  Two hundred and eighty-one indicator grains from the sample were analyzed by electron microprobe to establish the chemical signature of the source kimberlite. 

Orange garnets (eclogitic garnets) are abundant in the sample and are all Mg-rich, and are good indicators of kimberlite.  Included among the orange garnet kimberlite indicators are some grains derived from mantle eclogites, and other grains from the Cr-poor megacryst suite that may form from the proto-kimberlite magma within the mantle.  Several of the 30 kimberlitic orange garnets analyzed have chemistries similar to eclogite garnets included in diamond.  Several other eclogitic garnets are closely comparable to diamond-bearing eclogites from the Jericho kimberlite in northern Canada (Cookenboo, 1998), and point to the potential source kimberlite of the Tres-Or sample to carry diamonds.

A single sub-calcic (G10) Cr-pyrope was recovered.  Of the 87 Cr-pyropes analyzed, the chemistries appear to be consistent with derivation from mantle temperatures likely within the diamond stability field. 

Mg-ilmenite is abundant in the sample and of the 64 analyzed by electron microprobe, all of the ilmenite grains are good kimberlite indicators. The predominance of Cr-rich compositions at high MgO concentrations is comparable to most diamondiferous kimberlites.  The Fe3+/Fe2+ ratio is a low 0.25, comparable to (or better than) many economic pipes in Canada and elsewhere.  This low ratio indicates that the kimberlite magma was not highly oxidized, and would likely transport diamonds from the mantle to the surface without major resorption.  Diamond preservation within the kimberlite source would be good. 

Forty-five chromite grains were analyzed out of 63 recovered.  Included in the microprobe analyses are two very Cr-rich grains comparable to chromite chemistries from the diamond intergrowth field.  

Thirteen kimberlitic olivine grains were recovered.  All have surface textures consistent with proximal derivation from kimberlite.  Each grain was analyzed by electron microprobe, and confirmed to be kimberlitic (forsterite) olivine. 

To purchase the 120 claim units, Tres-Or paid $50,000 and issued 200,000 shares on Exchange approval.   The Vendors retain a Exploration work is underway on Tres-Or’s Temagami North property which comprises 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.  The Company completed detailed ground magnetic surveys and is poised for the discovery of multiple kimberlite pipes. 

PGM PROJECT, ONTARIO

Mann Platinum/Palladium Project, Ontario, Canada 

A six hole, 998 metre diamond drill program was completed on the Mann property which consists of 304 hectares which cover part of a large mafic/ultramafic complex located approximately 47 kilometres northeast of Timmins, Ontario. The property is situated within the Mann complex, a mafic/ultramafic layered intrusion which hosts Platinum Group Elements (PGE) and copper-nickel sulphide mineralization.  Broadlands Resources Ltd. is continuing to earn up to 50% interest in the property as per an Agreement approved by the Exchange on February 8, 2001.   

Exploration 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.  

Shallow River Base Metal Project, Ontario, Canada

The Company completed Option Agreements to earn 100% interest in the Shallow River East and Northeast mineral claims consisting of 52 units totaling 832 hectares.  The title to the claims were transferred to Tres-Or on July 27, 2001.  Treasury shares will be issued as the final property payment subject to filing with the Exchange an acceptable geological report on the exploration work completed.

During the year, a 300 metre diamond drilling program was completed on the Botany claims to test a 1.6 kilometre long geobotanical anomaly identified in earlier work.  Drilling intersected massive to intermediate volcanics and gabbro and no significant base metal mineralization was identified. Further site investigations, prospecting and additional geochemical surveys were completed.  The Botany Option Agreement is complete subject to the issuance of 100,000 shares of the Company on approval of the Exchange of an acceptable geological report on the exploration work completed.  Title to the  26 mining claim units covering 416 hectares in Warden Township were transferred to Tres-Or on October 5, 2001. In addition, the Company staked 28 claim units contiguous and adjoining the Botany claims.

Earlier exploration programs carried out by the Company on the project identified a rhyolite porphyry unit which may be indicative of a semi-conformable alteration zone related to a volcanogenic massive sulphide (VMS) alteration system.  The prospective zinc-bearing felsic volcanic horizon has been identified over eight kilometres of property length and remains open along strike. The project is located approximately 65 kilometres northwest of Kirkland Lake, Ontario, and covers a largely under-explored southeast trending package of felsic volcanic, mafic volcanic and sedimentary rocks.   

Mobile Metal Ion  (MMI) geochemical surveys were completed over two areas on the property during the period.  Results from the western grid outlined a very strong multi station, multi line zinc anomaly. This anomaly is west of a previous drill hole (best intersection 0.91 metres of 1.56% copper) and continues to the west-northwest.  Copper, cadmium and lead are anomalous but not as intense or as continuous as the zinc anomaly.  The zinc anomaly outlined is a strong, unambiguous geochemical anomaly overlying a rhyolite breccia tuff horizon that has been shown to contain VMS mineralization.   It is a priority drill target with good potential of intersecting VMS mineralization. Two diamond drill holes, NQ diameter or larger, are recommended to test the anomaly. 

Analyses of samples from the eastern grid were less clear. No significant anomalies are apparent from this work.  The results from the sampling program on the western grid indicate the MMI system works in this terrain.  Further geochemical surveys are recommended to cover additional targets on the claims.   

CORPORATE, FINANCE AND INVESTOR RELATIONS ACTIVITIES

The Company has working capital of approximately $26,946 and is pursuing additional financing.  During the year the Company received proceeds of  $844,611 which financed the acquisition and exploration costs associated with the properties. 

The Company is aggressively continuing with investigations on the Temagami Diamond Claim projects.  The most recent information and proprietary data is being presented to several companies active or interested in acquiring diamond exploration  projects.  The goal is to secure Option/Joint Venture agreements and to pursue additional funding for continued advancement of its properties. 

The Company completed the acquisition of 120 claim units comprising the Temagami North project, Larder Lake Mining Division of Ontario.  The purchase price for the claims was by a cash payment of  $50,000 (paid) and the issuance of 200,000 common shares of the capital stock of Tres-Or (issued).  Subsequent to the year end, Tres-Or entered into a Letter of Intent with Rock Resources Inc. (“Rock”) whereby Rock could earn a two thirds interest in 104 claim units for cash payments totaling $30,000, issuing 100,000 common shares of the capital of Rock and expending $300,000 in exploration by November 2003. 

During the period, the Company completed a non-brokered private placement of 983,000 units (490,000 being flow-through units) of the Company at $0.25 per unit.  Each unit consists of one common share and one non-transferable share purchase warrant.  Each share purchase warrant can be exercised to acquire one common share of the Company for a period of one year at an exercise price of $0.50 per share.  Proceeds from the financing will be used for general working capital, and for the acquisition and exploration of the Temagami Diamond Claims, located in the Sudbury and Larder Lake Mining Divisions of Ontario.

Warrants exercised during the period include a total of 958,000 warrants for net proceeds to the Company of $95,800.  In addition, a total of 750,000 flow-through warrants were exercised for net proceeds to the Company of $112,500.

Subsequent to the year end, Tres-Or entered into a Purchase Agreement to acquire a 100% interest in 1,626 claim units in the Temagami area for a cash payment of $150,000 and the issuance of 300,000 common shares of the capital stock of Tres-Or.  The claims a re subject to a 2.5% NSR.  Tres-Or has an option to purchase 1% of the NSR for $1.0 million and has a first right to purchase the remaining 1.5% NSR.   

On March 5, 2002, Tres-Or entered into a Letter Agreement with Rhonda Corporation (“Rhonda”), whereby  Rhonda could earn up to 50% interest in 1,626 Temagami diamond claim units (Temagami Option).  On signing of the agreement, Rhonda paid $65,000 and on Exchange approval will issue 200,000 common shares of Rhonda and incur a total of $4.5 million in exploration expenditures over 3.5 years.  Rhonda shall make semi-annual property payments totaling $225,000.  Tres-Or   will be the Operator and will charge a 15% management fee on exploration expenditures.  

In addition Rhonda subscribed for 300,000 units of Tres-Or at $0.35 by way of a private placement.  Each unit will consist of one common share of Tres-Or and a share purchase warrant entitling Rhonda to purchase one additional common share at $0.50 per share until March 5, 2003. 

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

The annual  and extraordinary general meeting of Tres-Or Resources Ltd. will be held on Monday, August 12, 2002 at Suite 1525 - 625 Howe Street, Vancouver, British Columbia.