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 and Quebec, 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 82,000 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.   Tres-Or has completed  a regional till sampling program carried out between June 24 to October 28, 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 proprietary airborne magnetic 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. 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.  

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 properties.  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.  Several MMI orientation surveys were carried out.  Known kimberlite pipes were tested and their geochemical signatures were compared to samples collected over priority geophysical anomalies. 

The ground geophysical surveys included magnetic and electromagnetic surveys at 50 metre line spacing to further define structures and structural controls related to potential kimberlite emplacement.

During the program, over 600 sediment samples, mostly from till were collected and shipped for Kimberlite Indicator Mineral (KIM) processing.   The samples were concentrated and picked by Meridian Geoscience Ltd., in Vancouver, B.C.  Check  samples were processed by C.F. Minerals Research Ltd. laboratories in Kelowna, B.C.   In addition, 207 samples have been analyzed for 35 element ICP and assayed for Au, Pt, and Pd by ACME Analytical Laboratories in Vancouver, B.C.   

Over 3,500 indicator minerals have been picked from 300 of the high priority samples, and the remaining results are expected in 2 to 3 months.  Abrasion evaluations of the individual KIM grains point to generally proximal sources likely to be within the property area, rather than distal transport of grains.  The results of the KIM sampling are currently being integrated with the airborne geophysical survey, in a comprehensive Geographical Information System (GIS) database in order to produce targets for follow-up fieldwork.  Fourteen high-priority geophysical anomalies, and four indicator mineral dispersion trains have been prioritized to date for further follow-up, with additional targets expected to be added as the work progresses.  High-priority targets have been identified on each of the Rhonda Temagami  Option , Rock Temagami East  Option, and wholly-owned Tres-Or claims, and detailed ground geophysical surveys have been proposed  to commence in February and March 2003. 

During the quarter, Aeroquest Limited was engaged to fly two areas, comprising over 650 line kilometers each, of helicopter airborne magnetic and electromagnetic surveys to further define structural and magnetic features associated with the potential sources for the positive indicator minerals sampled with Tres-Or’s wholly-owned claims.  In one area, a prolific till sample returned 14 Cr-pyrope garnets, 13 Mg-ilmenites and 19 olivine grains.  The potential kimberlite source for these grains and other positive samples collected in the area is believed to be on the Tres-Or claim block.  Follow-up sampling and ground-truthing of the circular magnetic anomalies identified is underway to prioritize drill targets. 

Tres-Or has compiled an extensive proprietary data set of airborne geophysics, including measured horizontal and vertical magnetic gradient data flown at 150-metre line spacing over the Temagami East Option.  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. 

In consideration, Rock paid $13,000 and issued 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 is the project Operator and receives 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 (paid), 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.  

On September 30, 2002 Tres-Or completed the purchase of a 100% interest in 100 claim units located in Eldridge Township. Consideration included a cash payment of $25,000 ($15,000 paid) and the issuance of 100,000 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. 

The  Rhonda/Tres-Or Letter Agreement, allows Rhonda to 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 issued 200,000 common shares of Rhonda to Tres-Or.  Rhonda has committed to expend a total of $4.5 million in exploration staged over 3.5 years and make semi-annual property payments totaling $225,000 commencing with $25,000 on December 31, 2002 (paid).  Tres-Or  is the Operator and will charge 15% management fees on the exploration expenditures. 

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 some 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.  

Rock Resources Inc. (“Rock”) is earning a two thirds interest in 104 claim units (Temagami North Option) for cash payments totaling $30,000 ($10,000 paid on December 31, 2002), issuing 100,000 common shares (issued) of the capital of Rock and expending $300,000 in exploration to November 2003. Tres-Or is the Operator and will charge a 10% management fee on exploration expenditures.  

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. 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.

Ten ground magnetic and very long frequency (VLF) electromagnetic surveys have been completed on the Temagami North claims to further define and prioritize potential targets.  Five geophysical targets representing structures on the Tres-Or 100%‑owned Temagami North – 30 claim group have been followed up with a 715m winter drill program in 2002.  These targets were identified as potential sources for the prolific indicator mineral samples described above.  Initial drilling tested structures with the potential to host kimberlite or kimberlite dykes, but no kimberlite was intersected in the early stage program. Additional drill testing and follow-up sampling will be conducted early in 2003 to locate the source of the prolific indicator mineral samples.

Mann Platinum/Palladium Project, Ontario, Canada 

Tres-Or has completed two phases of exploration on the Mann project located near Timmins, Ontario and submitted the appropriate assessment work filings to the Ministry of Northern Development and Mines.  Approved assessment credit to date has extended the claim expiry dates to July 2006 and September 2005, respectively.  Additional work reports are still pending approval.  Tres-Or has earned a 100% interest in the Mann Pt/Pd project subject to the issuance of 100,000 common shares and a 3% NSR. 

Broadlands Resources Ltd. is in default on it’s agreement to earn an interest in the property pursuant to an Option Agreement approved by the Exchange on February 8, 2001.  Property payments have not been paid and work completed on the project has not been reimbursed.  

Shallow River Base Metal Project, Ontario, Canada  

Option Agreements to earn 100% interest in the Shallow River project are complete subject to various NSRs.  No work was carried out on the project during the quarter ended.

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 expended approximately $450,000 on exploration of the Temagami Diamond Claim Project and Temagami North Project during the summer field season.  At the end of the third quarter, working capital of approximately $42,916 was available while the Company pursued additional financing and exploration partnerships.   

Subsequent to the quarter ended, Tres-Or completed a non-brokered private placement of 968,857 units of the Company at $0.35 per unit, of which 668,857 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 eighteen months at an exercise price of $0.50 per share. 

On November 21, 2002, the Company was granted regulatory approval to extend certain warrants relating to a private placement completed by the Company in December 2001.  The warrants are exercisable at $0.50 per share were set to expire in December 2002.  The term of the warrant was extended to December 6, 2003 and December 13, 2003, respectively.  Other than the extension, the terms of the warrant remain unchanged. 

On November 26, 2002, the Board of  Directors accepted the resignation of David St. Clair Dunn as an officer and director of the Company.  Remuneration of  $66,931was paid to Mr. Dunn during the year.  Options granted to Mr. Dunn at $0.14 per share in 2001expired unexercised on December 26, 2002 and options granted at $0.23 during the year are set to expire at yearend. 

The Board of Directors of the Company is as follows:

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

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

N. Reid Toreson. B.Comm. – Director

Gareth E. Mason, B.Comm – Director

ADVISOR TO THE BOARD OF DIRECTORS APPOINTED:

The Company is pleased to welcome Dr. Edward Schiller, Ph.D., P.Geol. as an Advisor the Board of Directors of Tres-Or Resources Ltd.  Dr. Edward A. Schiller is a consulting geologist involved in mineral exploration for 30 years.  Born and raised in Winnipeg, Manitoba, he graduated with a degree in geology from Michigan State University in 1956, and obtained his Ph.D. in mineralogy at the University of Utah in 1963.  Dr. Schiller was the Resident Geologist of the Northwest Territories Geological Survey of  Canada from 1964-1966.  He has lived and worked in Canada, the United States, England, Australia, Brazil, Columbia, and has conducted mineral exploration projects in several South and Central American, African and South East Asian countries.  Dr. Schiller has consulted for the United Nations on a gemstone project in Mozambique, and a mining project in Greece.  He has visited other countries on mining related projects, most recently in Vietnam, Botswana and other diamond mines in Yakutia, Russia and China. 

Dr. Schiller is a director of several Canadian resource companies in addition to maintaining a consulting practice.  He writes for several Canadian and international magazines on mining and mineral exploration related subjects, and he writes a monthly column on the Canadian Stock Exchanges for the U.S. Miners News. 

Dr. Ed Schiller has been directly involved in the Yamba Lake, Northwest Territories diamond project since inception in 1992.  He is a former director of Dia Met Minerals Ltd., and supervised the discovery by drilling of the first diamond-bearing kimberlite at Pointe Lake in 1991 (now part of the Ekati Mine production).  He has written extensively on the Lac de Gras diamond discoveries and has presented several papers on this subject at national and international meetings. 

Tres-Or is pleased to work with Dr. Ed Schiller whose expertise and success in the Canadian diamond mining industry will assist in advancing the Temagami diamond exploration projects through to discovery.

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 corporate information 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.