UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TWELVE MONTH PERIOD ENDED JANUARY 31, 2003

Commission File No. 0-31100

RIMFIRE MINERALS CORPORATION
(Exact name of Registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 700 - 700 West Pender Street, Vancouver, British Columbia, V6C 1G8
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

Indicate the number of outstanding shares of each of the Issuer's
classes of capital or common stock as of January 31, 2003: 12,334,621

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

Yes    X     No ____

Indicate by check mark which financial statement item the registrant
has elected to follow.

Item 17    X       Item 18 _______

Currency: All dollar amounts set forth in this report are in Canadian
dollars, except where otherwise indicated.

Glossary of Terms

anastomosing   a network of branching and rejoining fault surfaces or
               surface traces, braided
andesite       a dark-coloured, fine-grained extrusive rock
antimony       a chemical element, chemical symbol Sb
argillite      a compact rock derived from either mudstone or shale
arsenic        a chemical element, chemical symbol As
arsenopyrite   a mineral composed of iron, arsenic and sulfur (FeAsS)
As             chemical symbol for arsenic
Au             chemical symbol for gold
Ba             chemical symbol for barium
barite         a mineral composed of barium, sulfur and oxygen (BaSO4)
basalt         a fine-grained extrusive rock with a lower silica content
               than andesite
Bi             chemical symbol for bismuth
bismuth        a chemical element, chemical symbol Bi
bismuthinite   a mineral composed of bismuth and sulphur (Bi2S3)
breccia        rock composed of angular broken rock fragments held together
               by a mineral cement or in a fine-grained matrix
carbonate-muscovite   a mixture of calcium, iron and magnesium
               carbonates and muscovite mica in altered rocks
chalcedony   a cryptocrystalline variety of quartz with lower density
             and indices of refraction than ordinary quartz
chalcopyrite a mineral composed of copper, iron and sulfur (CuFeS2)
chert        a hard, dense or compact sedimentary rock consisting
             dominantly of interlocking quartz crystals or amorphous silica
clastic      composed of sedimentary grains
Cretaceous   final period of the Mesozoic era spanning 135 to 65
             million years before the present
Cu           chemical symbol for copper
dacite       a fine-grained extrusive rock with more potassium and sodium
             than andesite
enargite     a grayish-black mineral Cu3AsS4
Eocene       the second epoch of the Tertiary period spanning 58 and 37
             million years before present
feldspar     a major rock forming silicate mineral
felsic       applied to an igneous rock having abundant light-coloured
             minerals (quartz, feldspars, muscovite)
gossan       an iron-bearing weathered product overlying a sulphide deposit
granite      an igneous rock consisting of quartz and orthoclase with
             hornblende or biotite as mafic constituents
granodiorite a plutonic igneous rock consisting of quartz, calcic feldspar, and
             orthoclase with biotite, hornblende or pyroxene as mafic
             constituents
hornblende   The commonest mineral of the amphibole group, usually
             black, dark green or brown
hydrothermal a term applied to heated water or fluid
Jurassic     second period of the Mesozoic era spanning 190 to 135
             million years before the present
mafic        dark-colored minerals (ferromagnesian) containing iron and/or
             magnesium
marcasite    light yellow or grayish mineral (FeS2) resembling pyrite
mesothermal  conditions of ore deposition of intermediate
             temperatures and depths
Mesozoic     era of geologic time spanning 245 to 66 million years
             before the present
minerals     a homogeneous naturally occurring chemical substance
net smelter return   the proceeds received from a smelter or refinery after
             the deduction of processing, shipping costs and related costs
ore          a mineral or aggregate of minerals which can be mined at a profit
monzonite    plutonic rocks intermediate between syenite and diorite
             containing approximately equal amounts of alkali feldspar and
             plagioclase
orthogneiss  a metamorphic rock derived from gneiss
Permian      the last period of the Paleozoic era thought to have covered
             the span from 286 to 245 million years ago
plagioclase  one of a group of triclinic feldspars
plutonic rocks   igneous rocks formed below the earth's surface
porphyry     an igneous rock of any composition that contains
             conspicuous crystals in a fine-grained groundmass
ppm          abbreviation for units of measure in parts per million
Precambrian  all geologic time and its corresponding rocks before the
             beginning of the Paleozoic era ( 570 million years before present)
Proterozoic  the more recent of the two great divisions of the Precambrian
pyrite       a mineral composed of iron and sulfur (FeS2)
pyroclastic  formed by volcanic explosion or aerial expulsion from a volcanic
             vent
pyrrhotite   a mineral composed of iron and sulfur (FeS)
rhyolite     extrusive igneous rocks with high potassium and silica content
sericitization   a hydrothermal or metamorphic process involving the
             introduction of, replacement by, or alteration to sericitic
             muscovite
silicification   the introduction of or replacement by silica
tellurium    a silvery-white to brownish-black mineral, the native
             semi-metallic element Te
tenure number   number assigned by Provincial, Territorial or State
             authorities to mineral claims
tetrahedrite a steel-gray to iron-black isometric mineral which commonly occurs
             in characteristic tetrahedral crystals associated with copper ores
Triassic     the first period of the Mesozoic era thought to have covered a
             span of time between 245 and 208 million years before the present
tuff         a general term for all consolidated pyroclastic rocks
tungsten     a metallic element with the chemical symbol W
unit         the standard measurement of mineral claims in British Columbia,
             being 500 metres x 500 metres
UTEM         University of Toronto Electromagnetic System used to measure
             variances in ground conductivity which may indicate the presence
             of mineralized material
VHMS         volcanic-hydrothermal massive sulphide - a style of mineral deposit
             thought to have been emplaced on ancient seafloor
VLF-EM       very low frequency electromagnetic survey used to identify
             variances in ground conductivity which may indicate the presence
             of mineralized material










                            TABLE OF CONTENTS
                                   PART I                                   Page

ITEM 1     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS               5

ITEM 2     OFFER STATISTICS AND EXPECTED TIMETABLE                             5

ITEM 3     KEY INFORMATION                                                     5

ITEM 4     INFORMATION ON THE CORPORATION                                     12

ITEM 5     OPERATING AND FINANCIAL REVIEW AND PROSPECTS                       42

ITEM 6     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                         48

ITEM 7     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                  57

ITEM 8     FINANCIAL INFORMATION                                              59

ITEM 9     THE OFFERING AND LISTING                                           60

ITEM 10    ADDITIONAL INFORMATION                                             61

ITEM 11    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         72

ITEM 12    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES             72


                                   PART II

ITEM 13    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                    72

ITEM 14    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
           AND USE OF PROCEEDS                                                72

ITEM 15    CONTROLS AND PROCEDURES                                            73

ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT                                   73

ITEM 16B   CODE OF ETHICS                                                     73

ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES                             74


                                  PART III

ITEM 17    FINANCIAL STATEMENTS                                               74

ITEM 18    FINANCIAL STATEMENTS                                               74

ITEM 19    EXHIBITS                                                           74






PART I

ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
   Not Applicable

ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE
   Not Applicable

ITEM 3   KEY INFORMATION

CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this report are in Canadian dollars,
except where otherwise indicated. The following table sets forth (i)
the rates of exchange on the Corporation's fiscal year end (January
31) for the Canadian dollar, expressed in U.S. dollars, in effect at
the end of each of the periods indicated; (ii) the average exchange
rates in effect on the last day of each month during such periods;
(iii) the high and low exchange rate during such periods, in each case
based on the noon buying rate in New York City for cable transfers in
Canadian dollars as certified for customs purposes by the Federal
Reserve Bank of New York.

January 31st Rate        2003       2002     2001      2000      1999      1998
Rate at end of Period: $0.6542   $0.6283   $0.6669   $0.6888   $0.6625   $0.6867
Average Rate During
Period                 $0.6392   $0.6414   $0.6710   $0.6768   $0.6702   $0.7153
High Rate              $0.6619   $0.6697   $0.6936   $0.6969   $0.7105   $0.7446
Low Rate               $0.6207   $0.6330   $0.6410   $0.6542   $0.6341   $0.6832

                      April   March   February   January   December   November
                       2003     2003     2003      2003       2002       2002

Rate at end of Month: $0.6975   $0.6805   $0.6720   $0.6542   $0.6329   $0.6387
Average Rate During
Month                 $0.6858   $0.6775   $0.6613   $0.6487   $0.6413   $0.6364
High Rate             $0.6975   $0.6822   $0.6720   $0.6570   $0.6461   $0.6440
Low Rate              $0.6737   $0.6709   $0.6530   $0.6349   $0.6329   $0.6288

On April 30 2003, the noon buying rate in New York City for cable
transfer in Canadian dollars as certified for customs purposes by the
Federal Reserve Bank of New York was $0.70 US = $1.00 CDN.

SELECTED FINANCIAL DATA

The selected consolidated financial information set out below has been
obtained from financial statements which reflect the Corporation's
operations in the mineral exploration business.

The following table summarizes information pertaining to operations of
the Corporation for the last five fiscal years ended January 31, 2003.






                       Year        Year        Year        Year        Year
                      Ended       Ended       Ended       Ended       Ended
                     2003 ($)    2002 ($)    2001 ($)    2000 ($)    1999 ($)

Revenues              27,670      13,955      23,788      13,827      3,238
Exploration &
Development Expenses 315,620     224,369      332,418     347,605   484,475
Depletion, Depreciation
and Amortization       5,628       5,457        6,929       3,957        --
General & Administrative
Expenses             324,593     283,760      276,552     237,651    37,996
Other Income
(Option Proceeds)    139,580      45,016       12,000      67,000    51,000
Net Income (Loss)   (497,063)   (471,615)    (606,111)   (508,386) (468,233)
Per Share              (0.04)      (0.05)       (0.08)      (0.10)    (0.12)
Working Capital    1,041,619     383,506      464,083     537,224   176,746
Resource Properties      NIL         NIL          NIL         NIL       NIL
Other Assets          31,175      17,298       19,069      28,679     5,000
Long-Term Liabilities    NIL         NIL          NIL         NIL       NIL
Shareholders'
Equity             1,072,794     400,804      483,152     565,903   181,746

Total assets       1,129,697     454,059      508,004     588,979   206,516

The Corporation's financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. On January 31, 2002 the
Corporation elected to adopt a different method of accounting for its mineral
property interests. The Corporation accounts for its mineral property
interests whereby all acquisition and exploration costs are charged to expense
as incurred and all property sales and option proceeds received are credited
to income. When the existence of a mineral reserve on a property has been
established, future acquisition, exploration and development costs will be
capitalized for that property. After commercial production on the property
commences, the net capitalized costs will be charged to future operations
using the unit of production method based on estimated recoverable reserves on
the property. The Corporation had previously accounted for its mineral
property interests whereby costs relative to the acquisition, exploration and
development of these interests were capitalized by property. All sales and
option proceeds received were first credited against the costs of the related
property, with any excess credited to earnings. No gains or losses were
recognized on the partial sale or dispositions of properties except in
circumstances which result in significant dispositions of reserves. Once
commercial production had commenced, these net costs were to be charged to
future operations using the unit-of-production method based on estimated
recoverable reserves by property. The net costs related to abandoned
properties were charged to earnings. Except as disclosed in Note 11 of the
financial statements, the financial statements conform in all material
respects with U.S. GAAP.

                       Year        Year        Year        Year        Year
                      Ended       Ended       Ended       Ended       Ended
                     2003 ($)    2002 ($)    2001 ($)    2000 ($)    1999 ($)

Shareholders Equity  997,554     338,379     428,227     510,978     126,821
Loss Per Share         (0.04)      (0.06)      (0.09)      (0.11)      (0.21)


CAPITALIZATION AND INDEBTEDNESS

   Not Applicable

REASONS FOR THE OFFER AND USE OF PROCEEDS

   Not Applicable

RISK FACTORS

The Corporation is engaged in the business of preliminary or early stage
mineral exploration and mine development. The Corporation holds no interests in
any producing mines or commercial ore deposits. The following are the material
risks customarily encountered by early stage exploration and mine development
companies.

Employment Contracts/Reliance Upon Officers

The Corporation is largely dependent upon the personal efforts and abilities
of its corporate officers. The loss or unavailability to the Corporation of
these individuals may have a materially adverse effect upon the Corporation's
business. Investors will be relying on management's judgment with respect to
the operation of the Corporation. The Corporation does not presently have "key
person" life insurance on the lives of any of its officers. (See Item 6
"Directors, Senior Management and Employees").

The Corporation has not entered into an employment contract with any of its
executive officers. The services of David A. Caulfield,
President and Chief Executive Officer are provided to the Corporation
pursuant to a March 1, 1999 management agreement with Equity
Engineering Ltd. "Equity" (See Item 6 "Directors, Senior Management
and Employees").

Conflict of Interest

Certain of the directors of the Corporation are also directors and
officers of other corporations engaged in the business of mineral
exploration and mine development. It is possible, that a conflict of
interest may arise between their duties as a director of the
Corporation and their duties as a director or officer of other
corporations. All such conflicts of interest must be disclosed by a
director under British Columbia corporate law and a director must act
in the best interest of both corporations. A director in such a
conflict of interest position must abstain from voting on all
resolutions with respect to one of the two competing corporations.

Legal Proceedings Against Foreign Directors

The Corporation is incorporated under the laws of the Province of
British Columbia, Canada, and all of the Corporation's five directors
and all of its officers are residents of Canada. Consequently, it may
be difficult for United States investors to effect service of process
within the United States upon the Corporation or upon those directors
or officers who are not residents of the United States, or to realize
in the United States upon judgements of United States courts
predicated upon civil liabilities under the United States Securities
Exchange Act of 1934, as amended. Furthermore, it may be difficult for
investors to enforce judgments of the U.S. courts based on civil
liability provisions of the U.S. federal securities laws in a Canadian
court against the Corporation or any of the Corporation's non-U.S.
resident executive officers or directors. There is substantial doubt
whether an original lawsuit could be brought successfully in Canada
against any of such persons or the Corporation predicated solely upon
such civil liabilities.

Shareholder Dilution

The Corporation raises working capital funds primarily through the
sale of its common shares from treasury. An investor's proportional
interest in the Corporation will decrease over time as additional
common shares are issued.

Classification as a Passive Foreign Investment Company

The Corporation believes it is a Passive Foreign Investment Company
("PFIC"), as that term is defined in Section 1297 of the Internal
Revenue Code of 1986, as amended, and believes it will be a PFIC in
the foreseeable future. Consequently, this classification may result
in adverse tax consequences for U.S. holders of the Corporation's
shares. For an explanation of these effects on taxation, see Item 10,
Taxation. U.S. shareholders and prospective holders of the
Corporation's shares are also encouraged to consult their own tax
advisers.

General Exploration and Mining Risks

Stage of Development

The Corporation has no production revenue. It does not have an
operating history upon which investors may rely. Moreover, the
Corporation has no commercially viable properties at this time.

Capital Expenditures; Need for Future Financing

The Corporation has limited financial resources. Sufficient funding
for future exploration and development of its properties or to fulfill
its obligations under current agreements may not be available when and
as required. Failure to obtain such future financing will result in
delay or indefinite postponement of further exploration and
development of its projects. Failure to obtain such future financing
will also result in default under certain of the current agreements
and the Corporation will forfeit its interest in such properties. The
Corporation's accumulated deficit as at January 31, 2003 was
$2,844,232.

Commercial development of any of the Corporation's properties will
only occur if sufficient quantities of minerals with a sufficient
average grade are discovered. If a mineral discovery is made,
substantial financial resources will be required to establish ore
reserves, develop metallurgical processes to extract metal from the
ore and develop mining and processing facilities at a given site. If
the Corporation is unable to finance such development on its own, it
will be required sell all or a portion of its interest in such
property to one or more parties capable of financing such development.
Operating Risks

The exploration and, if warranted, development of mining properties is
a high-risk industry. Presently, none of the Corporation's properties
have a known body of commercial ore. Unusual or unexpected formations,
formation pressures, fires, power outages, labor disruptions,
flooding, explorations, cave-ins, landslides, and the inability to
obtain adequate machinery, equipment or labor are all risks involved
in the operation of mines and the conduct of exploration programs.

Volatility in Mineral Prices

The cost of developing gold and other mineral properties is affected
by the cost of operations, variations in ore grade, fluctuations in
metal markets and the cost of processing equipment. Government
regulations regarding prices, taxes, royalties, allowable production,
importing and exporting of minerals, land use, land tenure and
environmental protection also affect economic viability.

The Corporation cannot control the marketability of the minerals it
discovers. Metal prices have fluctuated widely in recent years, and
are affected by numerous factors beyond the Corporation's control.
International economic and political trends, expectations of
inflation, currency exchange fluctuations, interest rates, global or
regional consumption patterns, speculative activities and worldwide
production levels all may affect metal prices.

The trading price of mineral exploration and mining companies is
largely influenced by international metal prices. As the Corporation
raises funds through the sale of its common shares, a significant
decrease in the price of precious and base metals will adversely
affect the Corporation's ability to fund its operations.

Forfeiture of Mineral Claims

The Corporation holds an interest in a number of exploration
properties with respect to which certain cash payments, exploration
expenditures and share issuances are required to maintain the
Corporation's interests in such properties. For those of the
Corporation's properties acquired through the staking of claims, a
failure by the Corporation to incur exploration expenditures or make
cash payments to the appropriate government agency in lieu of
exploration expenditures will result in the forfeiture of the title to
the mining claims back to the State of Alaska, the Yukon Territory or
the Province of British Columbia, as the case may be. Once forfeited,
the areas previously covered by the claims will be available for
staking by other parties.

For those of the Corporation's properties held under option agreement,
if the Corporation does not fulfil its obligations under the terms of
any such option agreement, such agreement will terminate and title to
the property will revert to the grantor of the original option.

Classification of the Common Stock as Penny Stock

In October 1990, Congress enacted the "Penny Stock Reform Act of
1990." "Penny Stock" is generally any equity security other than a
security (a) that is registered or approved for registration and
traded on a national securities exchange or an equity security for
which quotation information is disseminated by The National
Association of Securities Dealers Automated Quotation ("NASDAQ")
System on a real-time basis pursuant to an effective transaction
reporting plan, or which has been authorized or approved for
authorization upon notice of issuance for quotation in the NASDAQ
System, (b) that is issued by an investment company registered under
the Investment Company Act of 1940, (c) that is a put or call option
issued by Options Clearing Corporation, (d) that has a price of five
dollars (US) or more, or (e) whose issuer has net tangible assets in
excess of $2,000,000(US), if the issuer has been in continuous
operation for at least three years, or $5,000,000(US) if the issuer
has been in continuous operation for less than three years, or average
revenue of at least $6,000,000(US) for the last three years.

The Corporation's Common Shares are presently considered "penny stock"
under these criteria. Therefore, the Common Shares are subject to
Rules 15g-2 through 15g-9 (the "Penny Stock Rules") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Penny Stock Rules impose additional reporting, disclosure and sales
practice requirements on brokers and dealers before they can recommend
the Common Shares for purchase by their customers, and require that
such brokers and dealers must make a special suitability determination
of each purchaser and must have received the purchaser's written
consent to the transaction prior to the sale. Consequently, the Penny
Stock Rules may affect the ability of brokers and dealers to sell the
Common Shares and may affect the ability of purchasers to sell any of
the Shares acquired hereby in the secondary markets.

So long as the Common Shares are within the definition of "Penny
Stock" as defined in Rule 3a51-1 of the Exchange Act, the Penny Stock
Rules will continue to be applicable to the Common Shares. Unless and
until the price per share of Common Shares is equal to or greater than
$5.00(US), the Common Shares will be subject to substantial additional
risk disclosures and document and information delivery requirements on
the part of brokers and dealers effecting transactions in the Common
Shares. Such additional risk disclosures and document and information
delivery requirements on the part of such brokers and dealers may have
an adverse effect on the market for and/or valuation of the Common
Shares.

Competition

The mineral industry is very competitive. The Corporation must compete
with other companies possessing superior financial resources and
technical facilities. This competition is not only for the acquisition
of mining interests, but also for retention of the services of
qualified employees.

No Assurance of Titles

The Corporation's mineral property interests may be subject to prior
unregistered agreements, transfers or native land claims and title may
be affected by undetected defects. Substance and continuity of title
may also be affected by political instability and the vagaries of law
as they exist and are applied in foreign jurisdictions. Surveys have
not been carried out on all of the Corporation's mineral properties
and therefore, in accordance with the laws of the jurisdiction in
which such properties are situated, their existence and area could be
in doubt.

General Operating Risks

Permits and Licenses

The operations of the Corporation require licenses and permits from
various governmental authorities. The Corporation may not be able to
obtain all necessary licenses and permits that may be required to
carry out exploration, development and mining operations at its
projects. All properties are presently without any known body of
commercial ore.

The Corporation's RDN, Thorn, William's Gold, Adam, and Tide
Properties are located in British Columbia, Canada. The RDN Property
consists of 19 mineral claims comprising 285 units. The Thorn Property
consists of 21 mineral claims comprising 394 units. The William's Gold
Property consists of 11 mineral claims comprising 178 units. The Adam
Property consists of 3 mineral claims comprising 60 units. The Tide
Property consists of 5 mineral claims comprising 86 units. All of
these mineral claims are governed by the Mineral Tenure Act and the
Mines Act (British Columbia) and are subject to a required assessment
work or cash in lieu of $100 in each of the first 3 years and $200 in
the fourth and subsequent years after their location dates. As the
Corporation has paid all required assessments and filing fees, valid
title to the mineral claims is recorded in the name of the Corporation
or the Optionee of each property with the Ministry of Energy and Mines
in British Columbia.

The Corporation's Fer and Simpson Properties are located in Yukon
Territory, Canada. The Fer Property consists of 118 claims while the
Simpson Property consists of 38 claims. All of these mineral claims
are governed by the Quartz Mining Act and are subject to a required
assessment work or cash in lieu of $100 each year. As the Corporation
has paid all required assessments and filing fees, valid title to the
mineral claims is recorded in the name of the Corporation.
The Corporation's Goodpaster Properties (Bou, California-Surf, Eagle
and ER-Ogo-Fire) are located in the state of Alaska, United States.
The properties consist of 613 state mining claims. The mineral claims
are subject to a required assessment or cash in lieu of $100(US) per
year. The annual claim rental fees of $55(US) per claim are due in
November. As the Corporation has paid all required assessments and
filing fees, valid title to the mining claims is recorded in the name
of Rimfire Alaska with the Alaska Department of Natural Resources.
There is currently no mining activity or commercial production from
any of the Corporation's British Columbia, Yukon or Alaska mineral
properties.

Share Price Fluctuations, Price Volatility

Securities markets in Canada have experienced a high level of price
and volume volatility in recent years, with many resource companies
experiencing wide price fluctuations not necessarily related to
operating performance or underlying asset values of such companies.
The Corporation's Common Shares traded between $0.20 and $0.51 in
2000, between $0.23 and $0.66 during 2001, between $0.35 and $0.84
during 2002 and between $0.51 and $0.80 during the first quarter of
fiscal 2003. It is probable that the Corporation's share price and
volume will continue to fluctuate materially.

Environmental Regulations

All phases of the Corporation's operations are subject to
environmental regulations promulgated by government agencies from time
to time. Environmental legislation is evolving in a manner which means
stricter standards, and enforcement, fines and penalties for non-
compliance are more stringent. Environmental assessments of proposed
projects carry a heightened degree of responsibility for companies and
directors, officers and employees. Future changes in environmental
regulation, if any, may adversely affect the Corporation's operations.

ITEM 4   INFORMATION ON THE CORPORATION

HISTORY AND DEVELOPMENT OF THE CORPORATION

The Corporation was incorporated under the laws of the Province of
British Columbia on May 7, 1991 under the name of Bull Pine Explorations
Ltd. The Corporation changed its name to Rimfire Minerals Corporation on
November 4, 1997 to better reflect corporate strategies and focus. The
authorized capital of the Corporation consists of 100,000,000 common
shares ("Common Shares"), without par value, and there were 12,334,621
Common Shares issued and outstanding as fully paid and non-assessable as
of January 31, 2003. The registered and records office of the
Corporation is located at Suite 700, 700 West Pender Street, Vancouver,
British Columbia, V6C 1G8.

BUSINESS OVERVIEW

The Corporation is a natural resource company engaged in the
acquisition and exploration of precious and base metal mineral
properties. The Corporation carried out minimal mineral property
acquisition and exploration between its incorporation in 1991 and
1993. The Corporation then became inactive and remained so until 1997
when it acquired an interest in the RDN Property, located in British
Columbia.

In addition to the RDN Property, the Corporation currently holds
interests in the Thorn, William's Gold, Adam and Tide Properties in
British Columbia, the Fer and Simpson Properties in the Yukon
Territory and a number of properties in the Goodpaster Mining District
of Alaska. A description of the Corporation's mineral exploration
properties is set out below this Item 4 under the subheading
"Property, Plants and Equipment."

NONE OF MINERAL PROPERTIES IN WHICH THE CORPORATION HOLDS AN INTEREST
CONTAIN ANY KNOWN ORE OR MINERAL RESERVES. ALL EXPLORATION PROGRAMS
PROPOSED FOR ANY MINERAL PROPERTIES IN WHICH THE CORPORATION HAS AN
INTEREST ARE EXPLORATORY IN NATURE.

The Common Shares of the Corporation were listed and posted for
trading on the Vancouver Stock Exchange on June 28, 1999 under the
trading symbol "RFM". On November 29, 1999, the listing was
transferred to the TSX Venture Exchange (formerly Canadian Venture
Exchange) as part of the merger of the Alberta Stock Exchange and
Vancouver Stock Exchange.

The Corporation does not prepare business plans for any of its
properties. Business plans are not customarily prepared for mineral
exploration programs or properties. As is industry standard, the
Corporation will prepare a work program for each of the mineral
properties upon which it will carry out exploration work. Although a
program is completed within a specified budget, the specific nature
and type of exploration work completed may vary from the original work
program depending on results obtained during the program.

The Corporation intends to raise all but a very minor portion of its
future working capital and exploration funds through the sale of its
securities from treasury. The Corporation may periodically receive
cash payments and securities as property option payments from third
parties pursuant to the terms of existing or future option agreements.

To date, the Corporation has not, nor does it intend to finance its
operations or exploration programs through any means other than
through the sale of its securities. Except for minor property option
payments, at no time has the Corporation sought or received funds
other than through the sale of its securities.

The Corporation's long-term goal is to identify high potential mineral
properties that have received little if any recent exploration work,
then enhance their value through initial exploration and market them
to joint venture partners. The Corporation plans to maintain
significant interests in a number of projects and have joint venture
partners raise and spend the money necessary to thoroughly evaluate
the potential of such mineral properties.

Prior to commencing any exploration activities in any of the State of
Alaska, the Yukon Territory or the Province of British Columbia, the
Corporation or the party intending to carry out a work program on a
mineral property is required to apply to the appropriate local
government agencies for a number of permits or licences related to
mineral exploration activities. These permits or licences include
water and surface use permits, occupation permits, fire permits, and
timber permits. Prior to being issued the various permits or licences,
the applicant must file a detailed work plan with the applicable
government agency. Permits are issued on the basis of the work plan
submitted and approved by the governing agency. Additional work on a
given mineral property or a significant change in the nature of the
work to be completed would require an amendment to the original permit
or licence.

As part of the permit or licensing requirements, the applicant is
required to post an environmental reclamation bond in respect to the
work to be carried out on the mineral property. The amount of such
bond is determined by the amount and nature of the work proposed by
the applicant. The amount of a bond may also be increased with
increased levels of development on the property.
The Corporation has or will make application to the appropriate
agencies for permits and licences relating to those properties upon
which the Corporation intends to carry out work during the 2003
exploration season. For those mineral properties in which the
Corporation has an interest but is not the operator of the work
programs, application for the required permits and licenses and the
posting of the reclamation bonds will be made by the party entitled to
carry out exploration work on the property. The Corporation believes
that it is currently in compliance with all applicable environmental
laws and regulations in the State of Alaska, the Yukon Territory and
the Province of British Columbia.

The Corporation is unaware of any legal proceedings, either threatened
or pending, to which the Corporation is or is likely to be a party, or
of which any of its properties or assets is or is likely to be the
subject, that are material to the business and affairs of the
Corporation.

The Corporation currently holds interests in mineral properties
located in British Columbia, the Yukon Territory and Alaska. None of
the mineral properties in which the Corporation holds any interest is
currently being operated as a producing mine.

These mineral properties are located in areas that experience
significant low temperatures and snowfall in winter, therefore the
exploration season is generally limited to the June-October window of
more clement weather. Planning for exploration and compilation of
reports on completed programs continues on a year-round basis.

The table below illustrates the Corporation's expenditures on
exploration activities for the last three fiscal years. The figures
below have been prepared in accordance with generally accepted
accounting principles ("GAAP") in Canada. Except as explained in Note
11 of the Corporation's financial statements, the figures below are
consistent with U.S. GAAP.


2002
2001
2000
Exploration Costs
$223,972
$170,861
$313,226
Mineral Property Acquisition
$149,303
$66,843
$70,560

Note:   All figures shown above are in Canadian Dollars.

The total exploration and acquisition expenses for the period February
1, 2002 to January 31, 2003 was $373,275. A private placement
completed on April 15, 2002, raised funds of $391,500, net of share
issue costs, for general and administrative expenses. A second
placement completed on July 3, 2002 raised net funds of $100,000 for
exploration work.
The Corporation's plan for fiscal 2003 is to obtain joint venture
partners to continue exploration of the Fer property in southeast
Yukon, Adam property in northern BC, and the wholly owned Bou claims
in the Goodpaster area of Alaska. Management will be evaluating three
areas of the Yukon with reconnaissance programs and one program
targeting the Simpson property with the assistance of grants from the
Yukon Mining Incentives Program (YMIP). Joint-venture partners are
planning drilling programs on five properties, however, there is no
requirement for the Corporation to finance any of these exploration
programs.

ORGANIZATIONAL STRUCTURE

The Corporation has one (1) wholly-owned United States subsidiary,
Rimfire Alaska, Ltd. ("Rimfire Alaska"), which was incorporated under
the laws of the State of Alaska on August 19, 1998 for the purpose of
holding the Corporation's Alaskan mineral property interests. Rimfire
Alaska is authorized to issue 100 no par value common shares. The only
shareholder of Rimfire Alaska is the Corporation and it holds all
issued and outstanding company shares. The registered office of Rimfire
Alaska, Ltd. is located at Suite 700, 510 L Street, Anchorage, Alaska
99501.

INTERCORPORATE RELATIONSHIPS

RIMFIRE MINERALS CORPORATION
(British Columbia)
|
100%
RIMFIRE ALASKA, LTD.
(Alaska)


PROPERTY, PLANTS AND EQUIPMENT

The Corporation is in the exploration stage and its properties are
presently without a known body of commercial ore. Its principal
mineral properties are the following:

..   The RDN Property, located in the Liard Mining Division of British
    Columbia, approximately 120 kilometres northwest of Stewart,
    British Columbia and 40 kilometres north of the Eskay Creek Mine.

..   The Thorn Property, located in the Atlin Mining Division of British
    Columbia, approximately 120 kilometres northwest of Telegraph Creek.

..   The William's Gold (formerly Bill) Property, located in the Liard
    Mining Division of British Columbia, approximately 150 kilometres
    southeast of Dease Lake, British Columbia and 330 kilometres north
    of Smithers.

..   The Adam Property, located in the Skeena Mining Division of British
    Columbia, approximately 70 kilometres northwest of Stewart.

..   The Tide Property, located in the Skeena Mining Division of British
    Columbia, approximately 36 kilometres north of Stewart, British Columbia.

..   The Alaska Properties, located in the Goodpaster Mining District,
    Alaska, 65 kilometres northeast of Delta Junction.
..   The Fer Property, located in the Watson Lake Mining District of Yukon
    Territory, approximately 20 kilometres west of the town of Tungsten
    in the Northwest Territories and approximately 200 kilometres north
    of Watson Lake, Yukon Territory.

..   The Simpson Property, located in the Watson Lake Mining District of
    Yukon Territory, approximately 105 km northwest of Watson Lake, Yukon
    Territory.

At present, the Corporation does not intend to undertake any
exploration at its own expense on the RDN, Thorn, William's Gold,
Tide, Adam, Alaska or Fer Properties for the 2003 fiscal year. Option
agreements in place require other corporations to complete exploration
programs on some of these properties. These are described in more
detail in the description of each property in this Item 4 below.

In the event that joint venture partners are not obtained for the
remaining properties, the Corporation may pay the required carrying
costs from working capital or allow these claims to be returned to the
vendor or be forfeited to the State, Province or Territory as the case
may be.

The estimated cost to retain ownership of the state mineral claims for
the Alaska properties (Bou, California-Surf, ER-Ogo-Fire, and Eagle)
is $30,000 USD. Some of these claims, based on previous exploration
programs, may not warrant any additional expenditure. The Corporation
will examine all data thoroughly to make that determination prior to
making a commitment to either work programs or additional cash
expenditure.

The Corporation's head office occupies 910 square feet of office space
leased under agreement with Equity Engineering Ltd. (Exhibit 4.1). The
Corporation has purchased furnishings, computers and office equipment.
Photocopier and plotter are available for use from Equity and are
billed on a cost-recovery basis. The rent, as of January 31, 2003, is
$2,850 per month. Telephone and internet access charges are in
addition to this amount.

RDN Property, Liard Mining Division

Location and Introduction

The RDN Property is located in the Liard Mining Division of British
Columbia approximately 120 kilometres northwest of Stewart, British
Columbia and 40 kilometres north of the Eskay Creek Mine. The property
is comprised of a total of 273 claim units and covers approximately
6,800 hectares.

Work can be carried out on the RDN Property from mid June to mid September.

Two British Columbia Provincial Government Orders-in-Council, 1589(1972) and
440 (1983) have stated that ground below 580 metres above sea level may be
subject to flooding for hydro-electrical development, and although mineral
exploration and development may be carried out below this level, compensation
will not be payable in the event of flooding. In the event that a commercially
exploitable mineral deposit is discovered in those areas subject to the
Orders-in-Council, a subsequent decision by the Government of British Columbia
to flood the area for water resource or hydro-electric generating purposes
will not entitle the title holders to the mineral deposit to any form of
compensation. The lands in question lie along More Creek and its tributaries,
which affect portions of the RDN 10 and 14-18 mineral claims. To date, no
significant mineralised areas have been identified in areas subject to the
Orders-in-Council.

Property History

Regional exploration in the area was conducted by several mining
companies from the 1960's to the early 1980's, which resulted in the
discovery of porphyry and vein style mineralization at the nearby
Snip, Johnny Mountain and Sulphurets areas. The RDN 1-4 claims were
staked by two private individuals (collectively, the "Prospectors")
and Equity Engineering Ltd. of Vancouver, British Columbia in November
1987. In 1988 a limited prospecting, silt sampling and rock sampling
program was completed on the claims.

In October 1989, Noranda Exploration Company ("Noranda") optioned the
RDN 1-4 claims, and staked the GOZ claims to the north. Noranda
carried out a program of sampling and conducted airborne magnetic and
aeromagnetic surveys over the property. In 1990, Noranda and High
Frontier Resources, an exploration joint venture partner, carried out
geochemical and geophysical surveys and a 15 hole diamond drilling
program. This work resulted in the discovery of several gold-bearing
quartz chalcopyrite-pyrite veins within felsic tuffs and the
definition of a gold soil anomaly designated the Jungle Soil Anomaly.

The program was continued in 1991 with expanded geophysical surveys
and the drilling of an additional 15 diamond drill holes. In 1991,
Noranda terminated its option on the RDN Property and allowed the GOZ
claims to lapse. The GOZ claims were subsequently restaked as the RDN
5-8 and 11-13 claims.

In 1990, Adrian Resources Limited ("Adrian"), Skeena Resources Limited
and Noranda carried out a work program in the area of the current RDN
9 and 10 claims. The work consisted of geochemical and geophysical
surveys. In 1991, Noranda completed additional geophysical surveying
and sampling, and Adrian conducted a work program consisting of
detailed geological mapping and sampling.

The RDN Property was optioned to Pathfinder Resources Limited in 1994,
and in 1994, 1995 and 1996 Pathfinder carried out work programs which
included soil sampling, geological mapping, prospecting, and
geophysical surveying.

Property Acquisition

On July 31, 1997, the Corporation purchased a one-third interest in the RDN
Property for $150,000 from Equity Engineering Ltd. On March 6, 2000, the
Corporation increased its interest in the RDN Property from a one-third
interest to 100% by acquiring a 66.66% interest from Neil Debock and Rocky
Saliken pursuant to an option agreement dated as of July 31, 1997 and amended
October 8, 1998. The consideration paid to Messrs Debock and Saliken under the
option agreement was an aggregate 133,330 Corporation Common Shares. Messrs.
Debock and Saliken have retained a 1.34% net smelter return royalty interest
in the RDN Property. The royalty interest may be reduced to a 0.67% net smelter
return royalty at any time prior to or after the commencement of commercial
mining operations on the property through the payment to Messrs. Debock and
Saliken of an aggregate $666,666 ($333,333 to each individual).

On April 23, 2002 the Corporation signed a letter of agreement with
Homestake Canada Inc. ("Homestake"), a division of Barrick Gold
Corporation, which provides that Homestake can earn a 75% interest in
the RDN claims on completion of the following:
   Exploration expenditures of:
..   not less than $300,000 during 2002 (completed)
..   not less than an aggregate of $1,500,000 on or before December 31, 2005
   Cash payments of:
..   $25,000 upon execution of the agreement (received)
..   $25,000 on or before December 31, 2002 (received)
..   $25,000 on or before December 31, 2003 and on December 31 of each year
    thereafter until Homestake has earned the 75% interest.

Upon vesting and prior to a positive decision to mine, Homestake shall
continue to fund exploration at a minimum level of $500,000 per year
or make payments to the Corporation of $50,000 per year. Until the
positive decision to mine, the Corporation will not be obligated to
contribute to the funding of the exploration of the property.

Claim       Tenure Number   Units        Expiry Date     Location
RDN 1         222843          10     December 31, 2012   104B097
RDN 2         222844          10     December 31, 2012   104B097
RDN 3         222845          10     December 31, 2012   104B097
RDN 4         222846          10     December 31, 2012   104B097
RDN 5         325559          12     December 31, 2012   104G007
RDN 6         325560          15     December 31, 2012   104G007
RDN 7         334660          20     December 31, 2012   104G008
RDN 8         334661          20     December 31, 2012   104G008
RDN 9         334662           8     December 31, 2012   104G007
RDN 10        334663          20     December 31, 2012   104G007
RDN 11        366269          20     December 31, 2012   104G007
RDN 12        366270          16     December 31, 2012   104G007
RDN 13        359823          12     December 31, 2012   104B097
RDN 14        359824          20     December 31, 2012   104G007
RDN 15        359825          15     December 31, 2012   104G007
RDN 16        359826          20     December 31, 2012   104G007
RDN 17        359827          15     December 31, 2012   104G007
RDN 18        359828          20     December 31, 2012   104G007
MOR 2         394044          12     June 5, 2005        104G007

Regional Geology

The RDN Property and surrounding area are underlain by mid-Paleozoic
and Mesozoic island arc successions which have been covered to the
east by clastic sediments of the Bowser Basin.

Property Geology

The RDN Property is underlain by a fault mosaic of Jurassic age
Hazelton Group volcanic and sedimentary rocks and co-eval felsic
intrusions in the central area, and Triassic age mixed rocks of the
Stuhini Group. Permian age sedimentary, volcanic and intrusive rocks
are in fault contact with the Hazelton Group rocks on the western side
of the RDN Property. Forrest Kerr Fault is this bounding structure.
Strata appear moderately folded.

Mineralization

A variety of styles of mineralization are present on the RDN Property.

Possible VHMS style mineralization is found at the Marcasite Gossan
showing. There, Hazelton Group dacite flows are cut by a sulphidic
stockwork of marcasite, pyrite, chalcedony and/or pyrobitumen and/or
barite. In addition, several cobbles of very fine grained pyrite with
an apparent bedded texture indicative of VHMS style of sulphide
deposition were found a few metres downslope from the Marcasite Gossan
outcrop. Less than 75 metres upslope is somewhat similar stockwork
mineralization, referred to as the Upper Marcasite Gossan. Base metals
and silver are elevated at the Upper Marcasite showing, whereas the
Lower Marcasite showing has low base and precious metals. This
mineralization is thought to occur at the same stratigraphic position
as that of gold rich VHMS deposits elsewhere in the Hazelton Group, at
a felsic volcanic-argillite-basalt interface. The 1999 drilling
confirmed that stratigraphy is conformable and upright in this area.
The area underlying the Jungle Soil Anomaly may also host VHMS
deposits, as float found in the area includes pyritic chert, rhyolite
and silicified argillite.

The remaining mineralized zones on the RDN Property are mesothermal
veins and vein systems. The veins are planar and thought to be related
to fault structures and brittle failure. They are clearly cross-
cutting, and thus younger than parts of the hosting Hazelton Group
felsic volcanic rocks, although fragments of these veins are also
found in clastic units of the Hazelton Group, indicating their
emplacement to be broadly contemporaneous with deposition of the
Hazelton Group.

The Baseline and Main showings are fault-hosted quartz-sulphide
breccia veins, up to 8.3 metres wide with high lead-zinc and moderate
gold-silver values. The Wedge Zone consists of dozens of quartz-
sulphide veins spread over an area of 500 x 2,700 metres.

Individual veins tend to pinch and swell and are affected by
considerable structural dislocation. The Wedge Zone area is marked by
a strong lead-zinc-gold-silver-arsenic soil geochemical anomaly.

The Boundary Zone veins are copper-gold rich, between 10 and
30 centimetres in width, planar to anastomosing, and consist of semi-
massive chalcopyrite and pyrite.

The Jungle Soil Anomaly, located within the Downpour Grid, is a gold-
arsenic+silver+lead soil anomaly. It was well defined in 1997, and
covers approximately 100 by 450 metres overlying an area of minimal
rock outcrop. Within this anomaly are float cobbles of pyritic chert,
rhyolite and clastic. Two diamond drill holes by the Corporation in
1999 were abandoned before reaching target depth, encountering low
gold values in fine clastic sediments thought to lie stratigraphically
above the felsic-sediment contact targeted for gold rich VHMS mineralization.

Geophysics and Drill Programs
The 2000 UTEM survey showed a series of electromagnetic conductors along the
contract between the felsic volcanics and overlying sedimentary rocks, a
stratigraphic position thought to be favourable for hosting VHMS
mineralization. This was followed by a diamond drill program in 2001 to test
the conductors. Thirteen holes, totalling 2256 m., were drilled in the Wedge
Zone and near Sand Lake, Marcasite Gossan and Boundary Zones.

During 2002, Homestake completed drilling of a total of 1072 metres in 9 holes.
Eight of these holes were collared in the Jungle Zone geochemical anomaly,
which is situated on the NE Downpour Grid. A single hole was located 700
metres northwest of the Jungle Zone Anomaly. No geochemical results of economic
significance were returned from this program, however, it is arguable that in
all holes the target horizon was not reached. Due to severe technical
difficulties encountered in the drilling, that included thick overburden and
highly faulted ground, the drill program was halted and work focused on
surface exploration. The surface program included mapping in areas where
rhyolitic volcanic rocks had been identified in previous programs. In addition
contour soil sampling was carried out in areas that had not previously been
sampled.

Future Exploration Programs

A first phase program in 2003 is budgeted at approximately $200,000 (Canadian
Dollars) and will consist of surface mapping and soil geochemical surveys
directed at defining drill targets. Based on the results of phase one, targets
will be assessed for diamond drill testing later in the 2003 season. There are
presently no on-going costs associated with holding the RDN claims, as
Homestake will fund the 2003 exploration program.


Thorn Property, Atlin Mining Division

Location and Introduction

The property consists of 394 contiguous mineral claim units (9,850 hectares)
and is located in the Atlin Mining Division, approximately 120 kilometres
northwest of Telegraph Creek. Access is currently by float plane and
helicopter, with the nearest road approximately 50 kilometres to the southeast
at the Golden Bear mine. The Golden Bear Mine is connected to the Telegraph
Creek-Dease Lake connector by 150 kilometres of gravel road. A road could be
constructed from the Thorn property to the Golden Bear mine if warranted.

Property History

The earliest known work on the Thorn property was carried out by Kennco
Explorations (Western) Limited in 1959 during a regional exploration program.
This was followed by three years of seasonal exploration by Julian Mining
Corporation ("Julian") from 1963-65. Mapping and prospecting work resulted in
the discovery of 17 mineral showings of three main types: (i) quartz-pyrite-
tetrahedrite-enargite veins, (ii) structurally-controlled chalcopyrite-pyrite-
quartz veins and (iii) areas of widespread, low-grade disseminated chalco-
pyrite. Diamond drilling was carried out (17 holes, 1204 m) on three showings
(Adamson 1963, 1964, 1965a,b).
In 1983, Inland Recovery Group Ltd. ("Inland Recovery") acquired the Thorn
property from J.R. Woodcock and carried out mapping, soil sampling and VLF-EM
surveying near the junction of Camp and La Jaune creeks. The soil grid
consisted of an 800-metre base-line trending 060 degrees with perpendicular
cross-lines spaced 50 metres apart and sampled at 25 metre intervals. Strong
silver-gold-copper-zinc soil geochemical anomalies were revealed along Camp
Creek and extending 600 metres westerly from Anaconda's B Zone (Wallis, 1983;
Woodcock,1986).

In 1986, Inland Recovery and American Reserve Mining Corp. drilled eight holes
(688 m) from three drill sites within the soil geochemical anomaly extending
west from the B Zone. Core was altered and variably mineralized throughout,
but only the highest-grade sections were split and analysed (Woodcock, 1987).

Kohima Pacific Gold Corp. ("Kohima") staked the Stuart 1-3 claims in 1997 and
acquired an option on the Check-mate claim. In 1998, Kohima conducted an
alteration mineralogy study using a portable infrared spectrometer (PIMA) on
select outcrops in Camp Creek, and drill core from three diamond drill holes
from the 1986 campaign.

Property Acquisition

By agreement dated March 1, 2000 with Kohima, the Corporation was granted an
 option to acquire a 100% interest in the Thorn property (four claims
comprising 72 units). The Corporation can exercise the option by making staged
cash payments of $230,000 by March 2, 2005, issuing a total of 200,000 shares
by March 1, 2003 and incurring exploration expenditures of $50,000 by March 1,
2001. The Corporation subsequently staked an additional seven (7) claims
comprising 135 units surrounding the initial claim block, but lying within the
Kohima option area of interest and covered by that agreement. In April 2003,
an additional 10 claims were staked over favourable stratigraphy and
alteration.


Claim     Tenure Number   Units   Expiry Date          Location
Check-Mate    320695      20      December 31, 2008    104K056
Stuart 1      360714      20      December 31, 2008    104K056
Stuart 2      360715      16      December 31, 2008    104K056
Stuart 3      360716      16      December 31, 2008    104K056
Thorn 1       379825      20      December 31, 2008    104K056
Thorn 2       379826      20      December 31, 2008    104K056
Thorn 3       379827      20      December 31, 2008    104K057
Thorn 4       379828      20      December 31, 2008    104K057
Thorn 5       379829      20      December 31, 2008    104K057
Thorn 6       379830      20      December 31, 2008    104K057
Thorn 7       379831      15      December 31, 2008    104K056
Thorn 8       401658      20      April 10, 2004       104K057
Thorn 9       401659      20      April 10, 2004       104K057
Thorn 10      401660      16      April 10, 2004       104K057
Thorn 11      401661      16      April 10, 2004       104K057
Thorn 12      401662      15      April 10, 2004       104K056
Thorn 13      401663      20      April 10, 2004       104K056
SUTL 1        401654      20      April 10, 2004       104K066
SUTL 2        401655      20      April 10, 2004       104K066
SUTL 3        401656      20      April 10, 2004       104K066
SUTL 4        401657      20      April 10, 2004       104K066

To date the Corporation has paid Kohima and the underlying vendors a total of
$80,000, incurred $50,000 in exploration expenditures as required by the option
agreement and issued 200,000 common shares to Kohima. To date, the Corporation
has not earned an interest in the property. .
The Corporation can exercise the option by:

a)   paying Kohima not less than an aggregate $30,000 as follows:
   .   $15,000 within 10 days following the Approval Date (paid); and
   .   $15,000 on or before December 1, 2000 (paid); and

b)   incurring Expenditures of not less than an aggregate $50,000 on
     or before March 1, 2001 (completed);

c)   issuing to Kohima, an aggregate 200,000 common shares in the capital of
     the Corporation as follows:
   .   50,000 shares within 10 days following the Approval Date (issued);
   .   An additional 50,000 shares on or before March 1, 2001(issued);
   .   An additional 25,000 shares on or before September 1, 2001 (issued);
   .   An additional 25,000 shares on or before March 1, 2002; (issued)
   .   An additional 25,000 shares on or before September 1, 2002; (issued)
   .   An additional 25,000 shares on or before March 1, 2003; (issued) and

d)   paying the Original Vendors not less than an aggregate $200,000
     as follows:
   .   $10,000 on or before March 1, 2001(paid);
   .   An additional $15,000 on or before March 1, 2002; (paid)
   .   An additional $25,000 on or before March 1, 2003; (paid)
   .   An additional $50,000 on or before March 1, 2004; and
   .   An additional $100,000 on or before March 1, 2005.

The Corporation signed an option agreement dated March 1, 2002 with
Cangold Limited, formerly First Au Strategies Corporation ("Cangold")
under which Cangold can earn a 51% interest in the property by making
staged cash payments totaling $190,000, issuing a total of 250,000
shares to the Corporation and by incurring exploration expenditures of
$1.2 million. Cangold will be required to:

..   Incur expenditures of not less than $300,000 on or before the first
    anniversary (completed)
..   not less than an aggregate of $700,000 on or before the second
    anniversary
..   not less than an additional $500,000 on or before the third
    anniversary

..   Pay to the Corporation the sum of $15,000 upon approval of the agreement
   (received)
..   pay to the Corporation the sum of $25,000 on or before the first
    anniversary (received)
..   pay to the Corporation the sum of $50,000 00 on or before the second
    anniversary
..   pay to the Corporation the sum of $100,000 on or before the third
    anniversary

..   Issue to the Corporation 100,000 common shares of Cangold upon approval of
    the agreement (received)

..   issue to the Corporation 50,000 common shares of Cangold on or before the
    first anniversary (received)
..   issue to the Corporation 50,000 common shares of Cangold on or before the
    second anniversary

..   issue to the Corporation 50,000 common shares of Cangold on or before the
    third anniversary

Upon exercising the option, Cangold will be deemed to have earned a 51%
undivided interest in the Property and the parties will enter into a formal
joint venture agreement for further development of the property.

Kohima has retained a 3.5% net smelter return royalty, of which the Corporation
can purchase a 57% interest (being 2% of the 3.5% interest) for $3 million. In
addition to the above, the Corporation will issue 200,000 common shares to
Kohima upon the commencement of commercial mining operations on the Thorn
property.

Regional Geology

The area around the Thorn property is underlain by mid-Paleozoic and
Triassic island arc successions, Late Triassic and Jurassic sediments
of the Whitehorse Trough and bimodal Late Cretaceous to Eocene
volcanic and associated intrusive rocks.

Property Geology

The southern and western portions of the Thorn property are underlain
by Upper Triassic Stuhini Group mafic volcanic and epiclastic rocks,
locally overlain by Middle Jurassic coarse clastic rocks of the
Takwahoni Formation.

These have been intruded by the Late Cretaceous Thorn Stock, which
covers an area of approximately 1,500 x 4,000 metres, elongated
northwesterly along La Jaune Creek. The Thorn Stock consists of two
distinct phases of feldspar-quartz-biotite porphyry which have been
pervasively altered. Chloritization is most extensive, but intense
sericitization and/or argillization, accompanied by up to 20%
disseminated pyrite, extends for several tens or hundreds of metres
away from mineralized fracture systems.

Rhyolitic to andesitic subaerial volcanics are exposed on the north
and northeast portions of the property; they are thought to be roughly
coeval with the Thorn Stock. At the eastern end of the property, these
have been intruded by poorly-mapped monzonite and granodiorite stocks
and plugs of Late Cretaceous or younger age.

Mineralization

The main target on the Thorn property is high-sulphidation epithermal
mineralization of the El Indio/Lepanto style. A number of
pyrite+enargite+tetrahedrite+quartz veins are hosted by sericitized
and argillized feldspar-quartz-biotite porphyry of the Thorn Stock
over an area of 1,400 x 2,000 metres. A strong structural control is
evident for the veining, much of which trends 070 degrees and dips steeply.
Some of the more significant showings include:

..   Catto Vein: Discovered in 2000, the recessive Catto Vein consists of
    massive pyrite, enargite and tetrahedrite in a fault paralleling the
    nearby contact between the porphyry and Stuhini andesites. Drill hole
    86-6 may have intersected the Catto Vein approximately 50 metres along
    strike.
..   Tamdhu Vein: Discovered in 2000, the Tamdhu Vein consists of chalcedonic
    quartz, pyrite, enargite and tetrahedrite.. The vein has been traced for
    30 metres on surface.

..   MP Vein: The MP Vein, which may form part of a wider system covered by
    boulders, consists of massive pyrite and enargite exposed in Camp Creek

..   Oban Breccia: The Oban breccia pipe is an extensively altered heterolithic
    breccia pipe containing significant silver-lead-zinc and gold
    mineralization. Sulphide minerals in the breccia contrast somewhat with
    the massive sulphide vein mineralogies and include boulangerite (Ag-bearing
    Pb-Sb-S sulphide), sphalerite, pyrite and minor arsenopyrite, freibergite
   (Ag-rich tetrahedrite), galena and possibly tellurides.

..   Cardhu Vein: The Cardhu Vein is a poorly exposed sulphide/sulphosalt vein
    near the southwestern contact of the Thorn Stock, south of Spike Creek.

..   B Zone: The B Zone is a 1-5 metre wide zone of vuggy silica, chalcedonic
    veining and quartz breccia with relatively minor pyrite, enargite and
    tetrahedrite, which has been traced for about 300 metres along strike.
    Five 1986 drill holes tested the B Zone.

..   F Zone: F Zone is a broad zone of intense alteration with quartz-sulphide
    veining that can be traced for 200 metres.

..   I Zone: The I Zone comprises numerous parallel 10-70 centimetre quartz-
    pyrite-tetrahedrite veins in sericitized porphyry, across a true width of
    5-10 metres.

..   Glenlivet Zone: The Glenlivet Zone, discovered in 2002,extends southwesterly
    for 220 metres from the western end of the F Zone and is comprised of
    sheeted pyrite-enargite veins filling fractures in clay-sericite altered
    porphyry

The Stuhini Group mafic volcanics host several gold-bearing quartz+carbonate
+chalcopyrite+ arsenopyrite veins within a few hundred metres of the Thorn
Stock. Most of these veins are less than 70 centimetres wide and of limited
economic significance.

The Outlaw Zone is a poorly understood area of silicification and scattered
quartz veining located five kilometres southeast of the main enargite-
tetrahedrite showings. The alteration, accompanied by strongly anomalous gold,
arsenic and antimony soil geochemistry, covers an area of approximately 400 x
2,000 metres. Four drill holes tested a portion of the Outlaw Zone in 1987,
showing the presence of widespread but erratic gold mineralization.

Prospecting, conducted on behalf of First Au Strategies, in 2002 was highly
successful in identifying new mineralization. A large hydrothermal breccia
unit in excess of 200 metres wide was identified as the source of the high
grade Oban Zone mineralization. The Oban Breccia is coincident with a very
strong silver-gold-arsenic-lead-antimony-zinc soil geochemical anomaly and is
open to the southeast. A new silver-gold-copper vein zone, the Glenlivet, was
sampled intermittently over a 220 metre strike length. The Glenlivet is a zone
of quartz-pyrite-sericite veins approximately 3 metres wide, located west of
the Oban Breccia Zone.

In 2002 a seven-hole, 500 metre drill program tested three showings
over a 1.2 kilometre trend. Three shallow holes totalling 234 metres
were collared at the Oban Breccia to test surface mineralization. All
three holes intersected weakly mineralized breccia. A total of four
holes were drilled to test the I Zone and Tamdhu Zone. All four holes
intersected the target structures, confirming the continuity of vein
mineralization.

Future Exploration Programs

The focus of 2003 exploration on the Thorn property will be on its potential
for high-sulphidation epithermal vein mineralization and for breccia-hosted
mineralization in the newly discovered Oban Breccia. A first phase program will
include mechanized trenching in the Oban Breccia Zone, mapping, prospecting,
and soil sample surveys. A second phase of drilling will test the Oban Breccia
and high-sulphidation veins.


William's Gold Property, Liard Mining Division

Location and Introduction

The William's Gold property consists of 178 claim units covering approximately
44.5 km2 of mountainous terrain in north-central British Columbia, 330
kilometres north of Smithers. Access to the property is currently by helicopter
and float-plane, with the nearest road 75 kilometres to the southeast. The
Corporation has acquired a 50% interest in the property and has an option to
acquire the remaining 50% interest.

Property History

The two main prospects (T-Bill and Park) on the William's Gold property were
independently discovered in the early 1980's by Cominco and Du Pont, following
up highly anomalous stream geochemistry. These companies joined forces to drill
a total of 3,023 metres on the T-Bill prospect in 1983 and 1984 before allowing
the property to lie dormant. The Corporation optioned the core of the property
in May 2001, then later staked an additional 68 claim units.

Property Acquisition

On May 17, 2001 the Corporation entered into an option agreement with Lorne
Warren ("Warren") and John Mirko ("Mirko") to acquire a 100% interest in the
BT claim, subject to a 2.5% net smelter royalty. On June 25, 2002, the Company
subsequently acquired half of the interest and half of the net smelter royalty
in the William's Gold Property from Mirko by issuing 75,000 common shares.
The Corporation can earn the remaining 50% interest by:

a)   paying the property vendors an aggregate $57,500 as follows:
    .   $10,000 upon the signing of the option agreement (paid);
    .   $15,000 on or before May 1, 2002; (paid)
    .   $12,500 on or before May 1, 2003; (paid)
    .   $20,000 on or before May 1, 2004;

b)   issuing to the property vendors an aggregate 125,000 common shares in the
     capital of the Corporation as follows:
    .   25,000 common shares upon signing (issued)
    .   25,000 common shares on December 31, 2001 (issued)
    .   25,000 common shares on December 31, 2002 (issued)
    .   25,000 common shares on December 31, 2003
    .   25,000 common shares on December 31, 2004

The Corporation will issue an additional 50,000 shares upon commencement of
commercial production from the property. The Corporation can purchase 0.75% of
the net smelter return for $1,000,000.

On December 18, 2002, the company signed an Option agreement with Stikine Gold
Corporation ("Stikine"), which provides that Stikine can earn a 70% interest in
the property by:

a)   incurring expenditures of:
    .   not less than $125,000 on or before December 31, 2002 (completed)
    .   not less than an additional $300,000 on or before December 31, 2003
    .   not less than an additional $350,000 on or before December 31, 2004
    .   not less than an additional $725,000 on or before December 31, 2005

b)   issuing to the company:
    .   100,000 common shares of Stikine on or before August 31, 2003
        (as amended March 26, 2003)
    .   100,000 common shares of Stikine on or before June 15, 2004
    .   $50,000 or the equivalent in common shares of Stikine on or before
        June 15, 2005
    .   $50,000 or the equivalent in common shares of Stikine on or before
        June 15, 2006

c)   making cash payments of:
    .   $10,000 upon signing of the agreement (received)
    .   $25,000 on or before May 1, 2003 (received)
    .   $40,000 on or before May 1, 2004

Upon Stikine earning a 70% undivided interest in the Property, Stikine will
annually expend $500,000 in exploration or engineering expenditures on the
Property. Stikine may elect to make a cash payment of $50,000, or equivalent
Stikine share issuance, in lieu of the $500,000 expenditure.

Stikine staked an additional 6 claims, comprising 90 units, surrounding the
original claim block to be included in the agreement.


Claim Name  Mineral Tenure  Units     Expiry Date        Location
BT          385785           20     December 31, 2005     94E072
BT 1        386612           20     December 31, 2005     94E072
BT 2        386613           20     December 31, 2005     94E072
BT 3        386614            8     December 31, 2005     94E082
GOS         386611           20     December 31, 2005     94E071
ROK 1       400282           18     December 31, 2005     94E072
ROK 2       400283           20     December 31, 2005     94E072
WILL 1      393892            9     December 31, 2005     94E082
WILL 2      393893            9     December 31, 2005     94E082
WILL 3      393894           18     December 31, 2005     94E082
WILL 4      393895           18     December 31, 2005     94E082
Regional Geology

The William's Gold property lies near the eastern edge of the
Intermontane Belt in a fault mosaic of: Devonian to Permian Asitka
Group carbonates and volcano-sedimentary rocks; the Carboniferous to
Lower Triassic Cache Creek oceanic assemblage, including the Kutcho
Formation; Triassic Stuhini and Takla volcano-sedimentary rocks; Lower
Jurassic Toodoggone (subaerial) and undifferentiated Hazelton volcanic
rocks and Laberge Group volcanic and epiclastic rocks.

The stratified rocks are intruded by a variety of Late Triassic and
Early to Middle Jurassic stocks and batholiths of felsic to ultramafic
composition. Most of the Early Jurassic quartz monzonites,
granodiorites and quartz diorites are marked by a distinctive magnetic
high; in particular, this applies to the intrusive immediately
northeast of the William's Gold property. The quartz monzonite stock
exposed


on the southern part of the William's Gold property is the exception
to this rule; it is characterized by a distinctive magnetic low almost
ten kilometres across.

The Pitman Fault is a major E-W fault which passes 30 kilometres north
of the William's Gold property. Alldrick, who traced the Pitman Fault
for 300 kilometres, states that there is 3 kilometres of left-lateral
movement along it with minimal vertical offset, and that movement
occurred during Eocene to Oligocene time. Three of these major E-W
faults have been mapped at the northern and southern extremities of
the William's Gold property, one along the Stikine and Chukachida
Rivers four kilometres south of the Gos claim and the other two
passing through the BT 3 claim, north of the Park occurrence. A fourth
could reasonably be inferred along the valley between the T-Bill and
the Park prospects, downdropping undeformed Upper Triassic Takla Group
volcanics to the north against deformed Paleozoic Asitka Group rocks
to the south.

Property Geology

The T-Bill prospect is underlain by penetratively deformed Devono-
Permian Asitka Group metavolcanics which have been altered to
carbonate-muscovite-quartz schist over an area of 1,200 x 2,300
metres. This alteration is confined to the core of a northeasterly-
trending structural dome and is controlled both by foliation and by
steep cross-cutting structures. Gold-rich quartz-arsenopyrite veins,
locally with visible gold, are broadly co-spatial with the carbonate-
muscovite alteration, although they extend into unaltered chlorite
schists with only centimetre-scale alteration envelopes. Individual
veins generally cut across foliation and are rarely wider than 30
centimetres, although swarms of veinlets are common. Potential for a
bulk-mineable target is indicated by broad low-grade intersections.
The T-Bill prospect is marked by a strong 2 x 3 kilometre Au-As soil
geochemical anomaly whose limits reflect masking by till and talus
cover as much as by changes in alteration and mineralization of the
underlying bedrock.


The Northern prospect is centred less than two kilometres north of the
T-Bill prospect's northern edge, across a broad valley which may mark
a major east-west fault. The Northern prospect is hosted by undeformed
Takla Group volcanics, presumably down-dropped by the east-west fault,
which have been hornfelsed, silicified and pyritized by a multiphase
intrusion. A 500 x 900 metre, open-ended, Au-Cu soil geochemical
anomaly encloses two gossans. At the more prominent one, intensely
silicified tuff is in contact with crowded feldspar porphyry. A more
subtle gossan 500 metres to the southeast was formed from pyritic
hornfels.

Exploration

An initial program of prospecting, silt and soil geochemistry and core
re-examination and sampling was carried out in July 2001.
Reconnaissance soil samples were collected along contour or compass
lines in areas where previous soil geochemical anomalies had not been
closed off, and where gold-bearing silt samples had never been
followed up. Core from the 1983 and 1984 diamond drilling is stored at
the 2001 campsite. The 1983 core and holes 84-6 to 84-9 were
inaccessible, due to collapse of their core racks. The first five 1984
holes could be recovered, but were in poor condition from animal
disturbance. They were examined and 14 previously unsampled sections
were split for analysis. Rock samples were taken from mineralized and
altered rocks during the course of prospecting.

Stikine carried out a 3-D Induced Polarization (IP) geophysical survey
in September 2002. The survey was undertaken to define areas of higher
chargeability reflecting increased sulphide content and higher
resistivity reflecting silicification. The survey defined a large
chargeability anomaly, measuring 400 by 300 metres, immediately north
of the area tested by the previous drilling. This anomaly is also
coincident with a broad 700 by 1,000m resistivity anomaly. Contour soil samples
from the northwest portion of the chargeability/resistivity anomaly
are highly anomalous in gold for over 800 metres.

Mineralization

The William's Gold property hosts two main styles of alteration and
gold-bearing mineralization: mesothermal gold and arsenopyrite-bearing
veins and disseminations (T-Bill prospect); and intrusive-related
veining and silicification (Northern and Gos prospects). Previous
drilling attempted to evaluate the T-Bill mineralization, however,
that work was unsuccessful in determining with any certainty the
orientation of the veins and associated alteration. In 2003 drilling
will target the veins and the chargeability anomaly, but holes will be
drilled in a new orientation in an attempt to better define the
overall geometry of the mineralization. Additional mapping and
sampling will be required to determine possible porphyry style copper-
gold mineralization at the Northern occurrence.

Future Exploration Programs

Stikine plans to conduct a two-phase drilling program that is
estimated to total 3300 metres. A concurrent, but limited surface
program will include mapping and prospecting surveys.

Adam Property, Skeena Mining Division

Location and Introduction

The Adam property covers a copper-gold porphyry prospect in the Unuk River area
of northwestern British Columbia. The property lies in the Coast Mountains,
approximately 70 kilometres northwest of Stewart and 20 kilometres southwest
of the Eskay Creek Mine. A well-maintained gravel road connects the Eskay Creek
Mine to their concentrate-shipping port facilities at Stewart, British
Columbia. Eventual road access to the Adam property from the Eskay Creek Mine
Road would be relatively easy to construct, without any major river crossings
and mainly across the Prout Plateau. Alternatively, the Adam property is 50
kilometres upstream along the Unuk River from tidewater at Burroughs Bay,
Alaska.

Claim Name  Mineral Tenure Units   Expiry Date      Location
Adam 1          392758      20     April 5, 2007     104B057
Adam 2          392759      20     April 5, 2007     104B047
Adam 3          392760      20     April 5, 2007     104B047

The Corporation staked the Adam property in April 2002 and owns the
property outright, with no underlying royalties.

Regional Geology

The Unuk River area lies along the western margin of the Intermontane tectonic
belt, adjacent to the Coast Plutonic Complex. The area is underlain by more than
5,000 metres of Upper Triassic Stuhini Group and Lower Jurassic Hazelton Group
volcano-sedimentary arc-complex lithologies. The Upper Triassic and Lower to
Middle Jurassic volcanic rocks are accompanied by coeval intrusions throughout
the map area. Economically most important is the Texas Creek Plutonic Suite,
which comprises a group of Early Jurassic granodioritic stocks, dykes and
sills in the Stewart-Unuk-Iskut area.

Property Geology

The Adam property is underlain by a sequence of northerly-trending, steeply-
dipping, Hazelton Group andesitic volcanic rocks and mixed sedimentary rocks.
These were intruded by a series of monzonite dykes and plugs along the major
northerly-trending Adam fault zone. The Adam Fault trends 016 degrees for at
least 6.5 kilometres across the property, with evidence that faulting,
monzonite intrusion and alteration/mineralization of the monzonite were all
roughly synchronous.

The Evan Dyke is by far the largest of the monzonite bodies, measuring 50-300
metres wide and at least 3,500 metres long, between Fewright and King creeks.
Cliff exposures of the Evan Dyke's contact show it to be irregular, subvertical
and intrusive in nature. It is formed of three segments, with the wider north
and south segments emplaced along the Adam Fault and the narrower middle
segment intruding along a 335 degree-trending cross-fault.

Exploration

In August and September 2002, the Company carried out 1:2,500 scale mapping,
prospecting and soil geochemistry over the Adam property from two fly camps.


Mineralization

The Evan prospect is a Cu-Au porphyry system hosted within the
northerly-trending Evan Dyke over a strike length of at least 3,000
metres. Significant alteration and mineralization is confined to
equigranular monzonite of the Evan Dyke, which is variably
sericitized, chloritized and silicified. Sulphide-poor, centimetre-
scale, sheeted or stockwork quartz veins and stringers are present
locally in each style of alteration. The bulk of copper and gold
mineralization in the Evan prospect is hosted within three coherent
zones of moderate to strong sericitization, occurring as finely
disseminated chalcopyrite. The sericitized zones, the largest of which
covers 1,400 metres of the dyke's strike length, are relatively
recessive and generally marked by scattered outcrops in a field of
talus.

As well as the Evan prospect, several other Au and Au-Cu occurrences
are associated with the Adam Fault. The King prospect, located 800
metres north of the Evan prospect, consists of several massive
pyrite+arsenopyrite lenses in black argillaceous siltstone. The Cole
prospect is a small, weak Cu-Au porphyry system centred on the Adam
Fault a further 2,000 metres north.

Future Exploration Programs

The Company intends to seek a third party to undertake further
mapping, prospecting and an induced polarization survey over the Evan
prospect, which could lead to diamond drilling.


Tide Property, Skeena Mining Division

Location and Introduction

The Tide property covers a group of precious metal-bearing
polymetallic mineral occurrences in the Stewart area of northwestern
British Columbia. They were discovered in the 1980's through follow-up
of highly anomalous silt and soil geochemistry. The Corporation
purchased the Tide property in August 2001 from Newmont Canada Limited
for a total cash expenditure of $10 with an underlying agreement to
give Newmont Canada Limited right of first refusal to re-acquire the
property for 3 years if the Corporation decides to assign, transfer or
dispose of its interest to a third party and a 1.5% net smelter
royalty in the event the property becomes commercially feasible to mine.

Claim Name  Mineral Tenure   Units     Expiry Date      Location
Bow-1          321461          6     October 8, 2008     104B030
Bow-2          321462         20     October 9, 2008     104B030
Bow-3          321463         20     October 9, 2008     104B030
Bow-4          321464         20     October 8, 2008     104B030
Arrow          340087         20     September 14, 2008  104B030

Property History

The East Gold Mine, surrounded on three sides by the Tide property, was first
worked in 1926 and produced 46 tonnes of hand-picked ore grading 1,126 g/tonne
Au and 3,106 g/tonne Ag from narrow quartz-sulphide veins.
The first recorded work on the Tide property was done by Northair
Mines Ltd., who carried out extensive silt and soil sampling from 1980
to 1986, discovering and blast-trenching several Au-bearing showings,
and drilling 455 metres in two holes. Austral Pacific Gold Corporation
and Claimstaker Resources Ltd. optioned the Tide property from 1988 to
1990, carrying out extensive mapping and ground geophysical surveys.
Claimstaker drilled four holes totalling 120 metres in 1990, but three
were abandoned in overburden. The best intersection from the three
completed drill holes in 1986 and 1990 assayed 4.11 g/tonne Au over
0.76 metres.

The Northair claims were allowed to lapse in 1993 and were re-staked
by Hemlo Gold Mines Inc. (now Newmont Canada Limited) as the Bow-1 to
-4 and Arrow claims, which constitute the current Tide property. In
1994, Hemlo carried out property-wide mapping and took soil samples on
reconnaissance contour and ridge/spur lines. Detailed soil/talus and
chip sampling in 1995 and 1996 were confined to higher elevations at
the Northpit, 36, Riptide and Southpit zones.

Property Acquisition

On October 28, 2002, the company signed a property option agreement with
Plutonic Capital Corp. ("Plutonic"), which provides that Plutonic can earn a
51% interest in the property by:

a)   making cash payments of:
    .   $2,000 upon signing of the agreement (received)
    .   $13,000 upon regulatory approval
    .   $15,000 on or before July 24, 2003
    .   $25,000 on or before July 24, 2004
    .   $35,000 on or before July 24, 2005
    .   $40,000 on or before July 24, 2006

b)   issuing to the company:
    .   50,000 common shares of Plutonic on or before July 24, 2003 or payment
        of $20,000 at the election of Plutonic
    .   50,000 common shares of Plutonic on or before July 24, 2004 or payment
        of $35,000 at the election of Plutonic
    .   50,000 common shares of Plutonic on or before July 24, 2005 or payment
        of $60,000 at the election of Plutonic
    .   50,000 common shares of Plutonic on or before July 24, 2006 or payment
        of $85,000 at the election of Plutonic

c)   incurring expenditures of:
    .   not less than $185,000 on or before July 24, 2003
    .   not less than an additional $250,000 on or before July 24, 2004
    .   not less than an additional $400,000 on or before July 24, 2005
    .   not less than an additional $600,000 on or before July 24, 2006

Newmont has waived their right of first refusal on this transaction although
Newmont maintains a 1.5% net smelter royalty in the event the property becomes
commercially feasible to mine.

Regional Geology

The Stewart mining camp lies along the western margin of the Intermontane
tectonic belt, adjacent to the Coast Plutonic Complex. The area is underlain by
the Hazelton Group, a Lower to Middle Jurassic island-arc complex, and its
coeval stocks, sills and dykes of the Texas Creek Plutonic Suite. The Hazelton
Group has been folded into north-northwest trending, doubly plunging
syncline/anticline pairs with subvertical axial planes. Faults are abundant at
both local and regional scales.
Property Geology

The Tide property is largely underlain by andesitic ash tuffs and lapilli
tuffs, with lesser argillite, wacke and augite-feldspar porphyritic andesite
flows. These form part of the Norian to Pliensbachian Unuk River Formation at
the baseof the Hazelton Group and have been extensively hornfelsed by thick
sills related to the roughly coeval Summit Lake Stock. This stock, centred
south of the Tide property and dated at 192.8+2 Ma, is a 2 x 3 km body of
fresh, medium- to coarse-grained, equigranular hornblende granodiorite. To
the north, it tails off into a 200-1,000 metre wide sill complex which extends
northward through the Tide property. The sill complex is generally feldspar-
hornblende+biotite porphyritic, is variably altered and appears related to
precious metal-bearing mineralization on the Tide property.

Exploration

An initial program of mapping and prospecting was carried out in
September 2001 from a camp on the road. Mapping and prospecting were
carried out at a scale of 1:2,500, with rock samples taken from
mineralized and altered outcrops and boulders.

Mineralization

Sulphide mineralization is widespread on the Tide property, with all
significant occurrences discovered to date lying in a 1,700 x 2,500
metre area on the eastern flank of Tide Mountain, south of Eastgold
Creek. Mineralization appears to be spatially, and possibly
genetically, related to the feldspar-hornblende porphyry sills. The
zones (Arrow, High-grade and part of the Southpit) within the sill, or
proximal to its contacts, appear to be relatively enriched in Ag, Pb,
Zn and Sb; those more distal to it (Northpit, 36, Riptide, Camp and
part of the Southpit) are relatively enriched in Au and As.

The "distal" Au-As zones are dominated by quartz-pyrite-arsenopyrite
veining emplaced within westerly-trending, steeply north-dipping
fracture zones in hornfelsed volcanic and volcaniclastic rocks; they
lie within a 500 metre wide band which parallels the sill complex and
lies 100-900 metres west of its contact. The "proximal" group of
mineral occurrences consist of polymetallic quartz-sphalerite-galena-
pyrite+tetrahedrite+arsenopyrite veins at several orientations. This
group is mainly hosted by sericitized feldspar-hornblende porphyry,
but the Southpit veins are located up to 300 metres west of the sill
contact. Both the distal and proximal groups contain locally high
precious metal contents, including 21.3 g/tonne Au (distal - Southpit
Zone) and 105 g/tonne Au and 598 g/tonne Ag (proximal - Arrow Zone) in
2001 sampling. Quartz-sulphide vein float in Eastgold Creek and
veining in the East Gold Mine area, 500 metres north of the Tide
property, have metal signatures similar to those of the polymetallic
proximal mineralization, although the porphyry sills have not been
mapped this far north.

Future Exploration Programs

For 2003, a proposed exploration program for the Tide project consists of a
first phase of mapping and prospecting and second phase of diamond drilling.
The area of focus would extend along and peripheral to the Arrow Zone and High
grade Pit areas, but also extend northward and west of the East Gold Mine
where numerous reconnaissance gold in soil anomalies remain to be explained.
Diamond drill targets would be directed at three areas; the Arrow, High Grade
Pit and 36 Zones.

Fer Property, Watson Lake Mining District

Location and Introduction

The Fer Property is comprised of a total of 118 mining claims in two
blocks and covers approximately 2,450 hectares. The Fer Property is
located 20 kilometres west of the town of Tungsten in the Northwest
Territories, and is approximately 200 kilometres north of Watson Lake,
Yukon Territory. The Cantung Highway passes five kilometres northeast of
the Fer Property, however the Fer Property is best accessed by
helicopter. If warranted, no problems are foreseen in constructing road
access to the property from the Cantung Highway.

Property History

The FER Property was originally staked by Westmin Resources Limited in
1996 and was located to cover the strongest cluster of anomalous gold
and arsenic results from a regional fine sediment sampling program
conducted by Westmin in 1994. The survey was designed to test for
Telfer-style, sediment-hosted gold deposits in the Hyland Group
sedimentary rocks, and covered approximately 7000 square kilometres,
stretching from the B.C.-Yukon border to the headwaters of the Hyland
River. There is no record of exploration work on the property prior to
this program.

Westmin did contour soil sampling, geological mapping and rock
sampling in 1996 and 1997. The results of this work indicated
extensive areas of moderately to strongly anomalous results for gold
and arsenic in soils. These anomalous results were concentrated on the
south slope of the property and in the east-central area, primarily
associated with thick quartz-rich clastic sedimentary units.

Work by the Corporation in 1998 consisted of soil sampling, detailed
mapping of the anomalous soil zones and prospecting.

Property Acquisition

Pursuant to an Option and Joint Venture Agreement dated as of July 1,
1998, with Boliden Westmin (Canada) Limited, ("Boliden"), the
Corporation acquired an option to earn up to an 85% interest in the Fer
Property. This agreement was modified by a letter of agreement dated
October 11, 2000. Under the modified agreement, the Corporation was
deemed to have exercised the first of a two part option and currently
holds a 51% interest in the Fer Property. The Corporation can elect to
earn an additional 34% interest (the "Second Option"), for an aggregate
85% undivided interest, as follows:

..   incur cumulative exploration expenditures of $200,000 by December 31, 2003
    to earn an aggregate 60% undivided interest;
..   incur cumulative exploration expenditures of $1,000,000 by December 31,
    2005 to earn an aggregate 80% undivided interest;
..   incur cumulative exploration expenditures of $1,500,000 by December 31,
    2006 to earn an aggregate 85% undivided interest;
..   payment to Boliden of $50,000, which may be paid, at the Corporation's
    option, in cash or by the issuance of shares upon completion of the Second
    Option.

Upon exercise of the First Option and the exercise or termination of the Second
Option, as the case may be, the Corporation and Boliden will be deemed to have
entered into a joint venture, either on a 60/40, 80/20 or 85/15 basis, for the
further development of the Fer Property. If either party's interest decreases
to below 7.5%, that party's interest will be automatically extinguished and
 converted to a net smelter royalty return interest of 2%.

The Corporation and Boliden are at arm's length to one another.

Claim       Tenure Number      Expiry Date     Location
Fer 1        YB84329           June 10, 2004   105H/15
Fer 2        YB84330           June 10, 2006   105H/15
Fer 3        YB84331           June 10, 2004   105H/15
Fer 4        YB84332           June 10, 2006   105H/15
Fer 5        YB84333           June 10, 2004   105H/15
Fer 6        YB84334           June 10, 2006   105H/15
Fer 7        YB84335           June 10, 2004   105H/15
Fer 8        YB84336           June 10, 2006   105H/15
Fer 9        YB84337           June 10, 2004   105H/15
Fer 10       YB84338           June 10, 2006   105H/15
Fer 11       YB84339           June 10, 2004   105H/15
Fer 12       YB84340           June 10, 2006   105H/15
Fer 13-64    YB84341-YB84392   June 10, 2004   105H/15
Fer 65-76    YB84393-YB84404   June 10, 2006   105H/15
Fer 77-118   YB85825-YB85866   July 22, 2002   105H/15

Regional Geology

The Fer Property is underlain by a broadly folded sequence of coarse
siliciclastic, calcareous and phyllitic, continental margin sediments of
the late Proterozoic to early Cambrian Hyland Group. The nearest
intrusion is an elongate, Cretaceous-aged granite body which lies four
kilometres southwest of the Fer Property. Hyland Group rocks host gold
mineralization in numerous occurrences from the southeastern Yukon to
the Dawson City area, covering approximately 750 kilometres within the
Tintina Gold Belt.

Property Geology

Soil geochemistry has outlined an area of approximately 2,000 by 500
metres in the southern part of the Fer Property with anomalous gold and
arsenic values (> .025 ppm gold, > 125 ppm arsenic). An additional 500
by 200 metre gold/arsenic anomaly is also present in the northeast
portion of the Fer Property.

The FER property is underlain by quartzose clastic rocks interbedded
with phyllite and much lesser limestone. Whereas the northeast corner of
the property is relatively homoclinal, the structural geology of the
rest of the property is more complex. The southwest area is dominated by
an apparent broad synform which traverses the area in a northwest-
southeast direction, plunging to the shallowly to the southeast. Minor
folds and cross-cutting faults also complicate the geology in this area.
North-northeast, northwest, and east-west trending faults are quite
common and these structures are commonly associated with intensified
alteration and mineralization.

Mineralization

Mineralization on the Fer Property is largely controlled by structure
and host rock lithology. It is spatially associated with intense zones
of silicification and quartz vein stockworks. Gold correlates best in
rock samples with arsenic, silver, lead and antimony. Decalcification is
suggested by lack of interstitial calcite in the main altered and
mineralized area, whereas calcite is widespread elsewhere.

Future Exploration Programs

The Corporation does not consider the Fer Property to be a principal
property. The Corporation intends to seek a third party to undertake the
work program required to be undertaken prior to December 31, 2003,
likely on a joint venture or earn in basis.


Simpson Property, Watson Lake Mining District

Location and Introduction

The Simpson Property lies in the Simpson Range of the Pelly Mountains
of south-eastern Yukon, approximately 105 km northwest of Watson Lake.
The Robert Campbell Highway passes the Simpson at its nearest point 35
km to the east.

The property consists of 38 mining claims located in the Watson Lake
Mining District. In January 2003, the Corporation staked 30 claims. An
additional 8 claims were staked in April 2003. The Corporation owns
the property outright, with no underlying royalties.


Claim            Tenure Number        Expiry Date        Location
SIM 3 - 12     YC23358-YC23367      January 14, 2004    105A/13
SIM 23 - 36    YC23368-YC23381      January 14, 2004    105A/13
SIM 41 - 46    YC23382-YC23387      January 14, 2004    105A/13
SIM 19 - 22    YC24032-YC24035      April 4, 2004       105A/13
SIM 37 - 40    YC24036-YC24039      April 4, 2004       105A/13

Exploration

The Simpson exploration target was defined on the basis of several
anomalous government silt samples in an area underlain by prospective
lithologies belonging to the Yukon Tanana Terrane. Preliminary
prospecting and sampling was carried out in the general area during
2002 under the auspices of the Yukon Mining Incentives Program. Work
on the Simpson confirmed that the geology is permissive for VMS
mineralization and there is evidence of the existence of felsic
volcanic units. Silt and soil results are highly anomalous in a suite
of elements consistent with VMS-style mineralization and they are at
levels considered anomalous in the nearby districts. Unfortunately,
the limited program did not identify the source of the geochemical
anomalies.

Future Exploration Programs

A minor geochemical sampling and mapping program will be conducted on the
Simpson property in 2003 attempting to locate the source of the anomalous
geochemistry defined by earlier programs.


Alaska Properties, Goodpaster Mining District

Location and Introduction

The Corporation holds an interest in four mineral exploration properties
in the Goodpaster Mining District of Alaska, through its wholly-owned
subsidiary, Rimfire Alaska, Ltd. The Corporation currently owns 100% of
the ER-Ogo-Fire, Bou and Eagle properties. The California-Surf property
is covered under a joint venture/option agreement with Western Keltic
Mines Alaska. Details of these agreements are presented in the
individual description of each property later in this section.

The Corporation's Alaska properties lie within east-central Alaska, 65
kilometres northeast of Delta Junction. Access to the properties is by
helicopter based out of Delta Junction. TeckCominco/Sumitomo operate a
winter access road from Delta Junction, that will eventually be upgraded
to a year-round mine road. TeckCominco/Sumitomo also maintain an
airstrip in the area. This infrastructure has been used to assist with
access to the Corporation's Alaska properties. A seasonal airstrip is
located on the eastern edge of the California/Surf property discussed
below.

Property Acquisition

In 1998, the Corporation completed a comprehensive compilation of all
publicly available data for a large area in east central Alaska,
creating an exploration model to identify plutonic-related gold targets.
This model provided a basis for the systematic definition and priority
ranking of specific geological and geophysical targets in the area.

The Corporation, through Rimfire Alaska, then staked or acquired from
arms-length third parties interests in over 1,600 mining claims in the
Goodpaster Mining District (the "Alaska Properties"), of which 613
claims have been retained.

The specific mining claims in the Goodpaster Mining District in which
the Corporation holds an interest are set out in the following table:

Claim         Tenure Number (ADL)        Location
Bou 21-22      594583-594584         Fairbanks Meridian, Township 7S, Range 18E
Bou 31-32      594593-594594         Fairbanks Meridian, Township 7S, Range 18E
Bou 41-42      594603-594604         Fairbanks Meridian, Township 7S, Range 18E
Bou 51-52      594613-594614         Fairbanks Meridian, Township 7S, Range 18E
Bou 61-62      594623-594624         Fairbanks Meridian, Township 7S, Range 18E
Bou 71-72      594633-594634         Fairbanks Meridian, Township 7S, Range 18E
CEN 17-80      594779-594842         Fairbanks Meridian, Township 6S, Range 16E
Eagle 1-106    579385-579490         Fairbanks Meridian, Township 7S, Range
                                                             11E/12E
ER 111-120     579266-579275         Fairbanks Meridian, Township 5S, Range 13E

Claim         Tenure Number (ADL)        Location
ER 15-24       579170-579179         Fairbanks Meridian, Township 5S, Range 13E
ER 27-36       579182-579191         Fairbanks Meridian, Township 5S, Range 13E
ER 3-12        579158-579167         Fairbanks Meridian, Township 5S, Range 13E
ER 39-48       579194-579203         Fairbanks Meridian, Township 5S, Range 13E
ER 51-60       579206-579215         Fairbanks Meridian, Township 5S, Range 13E
ER 63-72       579218-579227         Fairbanks Meridian, Township 5S, Range 13E
ER 75-84       579230-579239         Fairbanks Meridian, Township 5S, Range 13E
ER 87-96       579242-579251         Fairbanks Meridian, Township 5S, Range 13E
ER 99-108      579254-579263         Fairbanks Meridian, Township 5S, Range 13E
Fire 16-56     579046-579086         Fairbanks Meridian, Township 5S, Range 13E
Fire 4-12      579034-579042         Fairbanks Meridian, Township 5S, Range 13E
HAB 22-30      595093-595101         Fairbanks Meridian, Township 6S, Range 17E
HAB 34-43      595105-595114         Fairbanks Meridian, Township 6S, Range 17E
HAB 47-56      595118-595127         Fairbanks Meridian, Township 6S, Range 17E
LCC 14-20      595141-595147         Fairbanks Meridian, Township 6S, Range 17E
LCC 24-30      595151-595157         Fairbanks Meridian, Township 6S, Range 17E
LCC 4-10       595131-595137         Fairbanks Meridian, Township 6S, Range 17E
Ogo 143-154    595370-595381         Fairbanks Meridian, Township 5S, Range 13E
Ogo 35-39      595262-595266         Fairbanks Meridian, Township 5S, Range 14E
Ogo 42-76      595269-595303         Fairbanks Meridian, Township 5S, Range 14E
PAR 1-11       595382-595392         Fairbanks Meridian, Township 6S, Range
                                                                     15E/16E
PAR 14-24      595395-595405         Fairbanks Meridian, Township 6S, Range
                                                                     15E/16E
PAR 27-37      595408-595418         Fairbanks Meridian, Township 6S, Range
                                                                     15E/16E
PAR 40-50      595421-595431         Fairbanks Meridian, Township 6S, Range
                                                                     15E/16E
PAR 53-121     595434-595502         Fairbanks Meridian, Township 6S, Range
                                                                     15E/16E
SHARP 29-33    595531-595535         Fairbanks Meridian, Township 6S, Range 17E
SHARP 43-47    595545-595549         Fairbanks Meridian, Township 6S, Range 17E
SHARP 57-61    595559-595563         Fairbanks Meridian, Township 6S, Range 17E
SHARP 71-75    595573-595577         Fairbanks Meridian, Township 6S, Range 17E
SHARP 85-89    595587-595591         Fairbanks Meridian, Township 6S, Range 17E
SHARP 99-103   595601-595605         Fairbanks Meridian, Township 5S, Range 17E
STER 35-40     595663-595668         Fairbanks Meridian, Township 6S, Range 17E
STER 45-50     595673-595678         Fairbanks Meridian, Township 6S, Range 17E
STER 55-60     595683-595688         Fairbanks Meridian, Township 6S, Range 17E
STER 65-70     595693-595698         Fairbanks Meridian, Township 6S, Range 17E
STER 75-80     595703-595708         Fairbanks Meridian, Township 6S, Range 17E
STER 85-90     595713-595718         Fairbanks Meridian, Township 5S, Range 17E

Regional Geology

The Alaska properties lie within rocks of the Yukon-Tanana Terrane
(YTT), bounded to the north by the Tintina Fault and to the south by
the Denali Fault systems. The YTT in east-central Alaska consists of a
Precambrian to middle Paleozoic metamorphic sequence of sedimentary
and magmatic rocks. Mineralization at plutonic gold deposits in Alaska
and the Yukon are directly associated and often hosted within
Cretaceous aged plutons. In this region recent evidence indicates that
mineralization is associated with Cretaceous aged plutons which are
characterized by a lower magnetic susceptibility forming linear arrays
of magnetic lows. One of these linear arrays, which is associated with
gold rich VHMS deposits in the area has been termed the Pogo Trend.
Another magnetic-plutonic trend further to the south has been
termed the Big Swede Trend. The northeast structures are thought to
have been important in controlling the distribution of Cretaceous
intrusions Northeast trending block faults with significant horizontal
and vertical displacements. The vertical movements on these northeast
structures are very important since the style and grade of
mineralization in plutonic-gold systems are strongly influenced by
depth of formation. There is also building evidence that early syn-
plutonic movements along these faults, where they intersect northwest
structures, can act as a focusing mechanism for mineralization.

As discussed below, Rimfire Alaska has entered into option or joint
venture agreements for three of the Alaska Properties. Upon earn-in, the
Corporation's interests will range from 30% to 50% interest. The
Corporation will not be required to pay any consideration or undertake
any exploration expenditures to retain its interests in these properties
during the respective option earn-in periods. A summary of the
agreements Rimfire Alaska has entered into with other parties with
respect to the Alaska Properties is as follows:

California-Surf Property

Pursuant to an option and joint venture agreement dated June 24, 1998
and amended May 21, 1999 with Western Keltic Mines Alaska, Inc.
("Keltic") and further amended August 25, 1999 with Keltic and Barrick
Gold Corporation ("Barrick"), the Corporation granted Keltic the right
to acquire a 50% interest in the California-Surf property in
consideration of Keltic paying the $448,818 costs of acquiring the
claims. The property is comprised of 293 claims covering approximately
4,745 hectares. The specific mining claims comprising the California/Surf
property are the CEN, HAB, LCC, PAR and STER groups of claims.

Keltic has increased its interest in the properties to 70%, and
reduced the Corporation's interest to 30%, by spending a total of $1
million in exploration and development work and issuing 100,000
shares. This was completed in December 2000. In March 2003, Keltic
decided not to pursue the further option to increase its interest in
these properties to 80%.

The Corporation and Keltic have entered into a joint venture on a
70/30 basis, for the further development of the properties. Rimfire
Alaska and Keltic are at arm's length to one another.

Property Geology

Southeast Surf Area

The Southeast Surf area lies in the southeast corner of the
California/Surf property and is covered by the HAB 1-56 mining claims.
Three distinct gold soil anomalies are coincident with strong bismuth,
arsenic, antimony and weaker silver, molybdenum and tungsten. The three
soil anomalies have dimensions of 2.4 kilometres by 0.5 km, 1.2
kilometres by 1.1 kilometres and 2.2 kilometres by 0.5 kilometres and
are oriented in an east-west direction with a weak north-south
component. Mineralization has been found in boulders over an area
measuring 250 by 200 metres and consists of intensely quartz- and
sericite-altered porphyritic granite. Although the anomalous gold in
soils has associated high bismuth, no elevated bismuth has been found
in rock samples collected to date. This indicates that there may be
other styles of gold-bismuth-bearing mineralization that have yet to be
found.

Boundary Zone

The Boundary Zone is situated toward the northern edge of the
California/Surf claim group on the south side of a granitic body. The
main gold soil anomaly, measuring 800 by 350 metres, wraps around a
prominent ridge. A broader anomaly, defined by bismuth and arsenic
with spotty gold, measures 2.5 by 1.5 kilometres and is centred on the
main gold anomaly. Four distinct mineralized surface showings of
quartz boulders have been discovered within a 1.0 by 1.5 kilometres
area that is central to a moderately intense zone of pervasive quartz-
sericite alteration. Two mineralization types have been distinguished:
1) shallow-dipping shear-hosted quartz veins; 2) narrow tensional
quartz stockwork veins. The shear-hosted veins are variably textured
and contain milky white quartz (Type 1), strongly brecciated-sheared
quartz (Type 3) and granular quartz with interstitial sericite,
feldspar and tourmaline (Type 2).

Drilling during September 2000 (4 holes, 827.1 m) at the Boundary Zone
revealed three styles of gold mineralization, and indicated that gold
mineralization is more widespread than indicated by surface sampling.
The highest gold values are hosted in 1-5 centimetre quartz-pyrite-
pyrrhotite veinlets that locally contain visible gold intergrown with
bismuthinite. Broader zones of elevated gold values are found in
quartz-sericite altered or sheared gneiss locally cut by hairline
quartz-pyrite-calcite stringers. Less commonly, quartz-pyrite-
bismithunite possibly with arsenopyrite and/or gold veinlets occur in
pegmatitic marginal phases of granitic dykes . The strong gold-bismuth
correlation, associated alteration and gold-bearing pegmatitic granite
indicate a geological setting not unlike other plutonic gold-type
deposits in the region.

In 2001, work consisted of an airborne radiometric and magnetic survey
over the California/Surf property, limited auger soil sampling and a
619 m drill hole in the Boundary Zone, which was followed by a
regional soil sampling program evaluating six geochemical-geophysical
target areas.

Future Exploration Programs

No work is planned at this time for the California-Surf property.

Eagle Property

Effective January 30, 2002, the Corporation has signed an exploration,
development and mine operating agreement with Anglogold (U.S.A.) Exploration
Inc. ("Anglogold") whereby Anglogold may earn up to a 70% interest in the Eagle
property. Initially, Anglogold may earn a 50% interest in the property by:
a)   contributing exploration expenditures totaling $400,000 (US Dollars)
     as follows:
    .  no less than minimum state claim assessment requirements plus claim fees
       required in 2002 on or before January 30, 2003 (completed)
    .  an additional $50,000 on or before January 30, 2004
    .  an additional $75,000 on or before January 30, 2005, and
    .  the difference between all earn-in exploration expenses and the $400,000
       total requirement.

b)   paying the Corporation not less than an aggregate $100,000 (US Dollars)
     as follows:
    .  $5,000 on or before January 30, 2002 (received)
    .  $5,000 on or before January 30, 2003 (received)
    .  $15,000 on or before January 30, 2004
    .  $25,000 on or before January 30, 2005; and
    .  $50,000 on or before January 30, 2006.

Anglogold may increase its interest in the property to 70% by
incurring an additional US$500,000 in exploration expenditures.

Property Geology

The Eagle property is comprised of the Eagle 1 - 106 state mining
claims and is located along the Big Swede magnetic trend. The Eagle
property is underlain by mid-Cretaceous aged granitic rocks and much
older intrusive rocks known as orthogneiss. A magnetic low feature
corresponds closely with the granitic body.

During September 2000, Hyder Gold Inc. completed a five hole, 274.3 metre
diamond drilling program on the Eagle property. The aim of the program was
to test portions of the gold soil geochemical anomaly. Drill hole EA00-03
encountered weakly porphyritic granite which was consistently cut by quartz,
quartz-calcite and, less commonly, quartz-pyrite-arsenopyrite veinlets.
In 2002 Anglogold conducted a small auger soil survey defining areas
of anomalous gold-arsenic and bismuth. These results add over a
kilometre to a 1500 metre by 3000 metre gold-arsenic-bismuth-tungsten
soil anomaly defined by previous work.

Future Exploration Programs

Diamond drill testing, accompanied by further geological, geochemical
and geophysical surveys, will be required on the Eagle property in
order to evaluate its economic potential. Anglogold has plans to carry
out a power auger soil sample survey to extend and better define the
existing soil anomalies. Depending on the results of this program,
drilling may be initiated to test specific areas of the soil anomaly
later in 2003.

ER-Ogo-Fire Property

Effective January 30, 2002, the Corporation has signed an exploration,
development and mine operating agreement with Anglogold (U.S.A.) Exploration
Inc. ("Anglogold") whereby Anglogold may earn up to a 70% interest in the ER-
Ogo-Fire property. Initially, Anglogold may earn a 50% interest in the
property by:


a)   contributing exploration expenditures totaling $400,000 (US Dollars)
     as follows:
    .  no less than minimum state claim assessment requirements plus claim
       fees required in 2002 on or before January 30, 2003 (completed)
    .  an additional $50,000 on or before January 30, 2004
    .  an additional $75,000 on or before January 30, 2005, and
    .  the difference between all earn-in exploration expenses and the $400,000
       total requirement.

b)    paying the Corporation not less than an aggregate $100,000 (US Dollars)
      as follows:
    .  $5,000 on or before January 30, 2002 (received)
    .  $5,000 on or before January 30, 2003 (received)
    .  $15,000 on or before January 30, 2004
    .  $25,000 on or before January 30, 2005; and
    .  $50,000 on or before January 30, 2006.

Anglogold may increase its interest in the property to 70% by
incurring an additional US$500,000 in exploration expenditures.

Property Geology

The ER-Ogo-Fire property, wholly-owned by Rimfire Alaska, Ltd., is comprised
of 202 claims covering approximately 3,270 hectares. The ER-Ogo-Fire Property
is underlain by gneisses of the Paleozoic Yukon-Tanana Terrane representing
strongly metamorphosed sedimentary and igneous rocks. The gneisses are intruded
by late Cretaceous or early Tertiary aged granitic intrusions which outcrop on
the east and west boundaries of the property. As well, small dioritic and
aplitic dykes of indeterminate age are present, generally cross cutting the
gneisses. Gold bearing quartz vein material has been sampled on a ridge lying
between the two areas of intrusive outcrop.

A program of reconnaissance soil and silt sampling with associated geological
mapping was carried out on the ER property during the 2000 field season. In
2002, Anglogold conducted auger soil sample surveys, which resulted in the
definition of a 1700 by 500 m gold-arsenic-bismuth-antimony soil anomaly
straddling a northwest trending granite contact.

Future Exploration Programs

Diamond drill testing, accompanied by further geological, geochemical and
geophysical surveys, will be required on the ER-Fire-Ogo property in order to
evaluate its economic potential. Anglogold has plans to carry out approximately
1500 m of diamond drilling on the ER-Fire-Ogo property.

Bou Property

The Bou property, consisting of 12 claims, is located along the Pogo Trend.
Rimfire Alaska holds a 100% interest in the property with no underlying
royalties. Rocks underlying the property are almost exclusively granite.
Mineralization consisting of quartz veins and mineralized and altered granite
have been found in two general areas. At the Thunder showing, quartz vein
boulders with gold, arsenic and antimony have been found over a 300 by 300
metre area, along the trace of a northeast trending fault structure. The Cairn
showing lies 2 kilometres south of the Thunder and is defined by a gold-
bearing quartz vein boulder train measuring 50 by 300 metres that extends
along the trace of an east-west structure. Strongly anomalous gold, bismuth,
arsenic and antimony soil anomalies extend beyond the current limits of
sample coverage.

Future Exploration Programs

Diamond drill testing, accompanied by further geological, geochemical
and geophysical surveys, will be required on the Bou property in order
to evaluate its economic potential. Plans for future exploration have
not yet been finalized.

Estimated Administrative Expenditures

The Corporation expects that total administrative costs to carry out
the Corporation's proposed exploration and development programs for
the period February 1, 2003 to January 31, 2004 will be approximately
$348,420. The estimated average monthly breakdown is as follows:

ITEM                           Average                       12 Month
                               Month                          Period

Accounting & legal             $1,700                         $20,400
Investor services               6,835                          82,020
Management services             5,540                          66,480
Office                          1,350                          16,200
Rent                            3,925                          47,100
Salaries & support services     6,665                          79,980
Telephone                         220                           2,640
Travel & entertainment          2,800                          33,600
      TOTAL                   $29,035                        $348,420

The estimated administrative expenses will be financed out of existing
working capital.


ITEM 5   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

The Corporation has no producing properties and, consequently, has no
current operating income or cash flow from its mineral property
exploration and development operations.

The Corporation did not engage, does not currently engage, nor does it
expect to engage, in any hedging transactions to protect against
fluctuations between Canadian currency and the U.S currency. The
Corporation's expenses are denominated in Canadian dollars.

The following discussion of the operating results and financial
position of the Corporation should be read in conjunction with the
Corporation's consolidated financial statements (and related notes).

OPERATING RESULTS

On January 31, 2002, Rimfire chose to restate year 2000 and 2001
financial results to align the Company's financial statements with
Generally Accepted Accounting Principles (GAAP) of the United States.
The decision to conform to U.S. GAAP stems from a Securities and
Exchange Commission (SEC) request that Rimfire account for mineral
property expenditures in accordance with US GAAP as part of the
Company's 20F registration filing with the SEC. These statements have
been prepared in accordance with accounting principles generally
accepted in Canada, which conform in all material respects with
accounting principles generally accepted in the United States of
America, except as described in Note 11 to the consolidated financial
statements for the year ended January 31, 2003.

Year Ended January 31, 2003

For the year ended January 31, 2003, Rimfire incurred a net loss of
$497,063 ($0.04 per share) compared to a net loss of $471,615 ($0.05
per share) in the previous year. Losses include a $24,100 write-down
of marketable securities reflecting a decrease in market value of
securities received from joint-venture agreements. Revenue was
substantially changed in nature as interest revenue dropped from
$13,955 to $8,576 due to lower cash balances and lower market interest
rates. This decrease was offset by option proceeds of $139,580 (2001-
$45,016) and joint venture management revenue of $18,644. Accounting
and legal expenses were lower by thirty percent, primarily due to
acceptance of the 20F registration statement by the SEC. Investor
services expenses increased by sixty percent to $52,991 (2001-$33,311)
with related increases in travel costs (2002-$22,482, 2001-$14,148) as
a result of increased participation in investor trade shows. Rimfire
received Yukon Mining Incentives Program grants totaling $53,910 for
regional exploration work. The Mineral Exploration Tax Credit (METC)
for BC is only $3,745 for exploration conducted in 2002 because flow-
through shares receive a similar tax credit such that expenditures
renounced to the individual are not eligible for METC.

Exploration expenditures, excluding those by joint-venture partners,
totaled $223,972 (year ended Jan. 31, 2002 - $170,861), and property
acquisition costs totaled $149,303 (year ended Jan. 31, 2002 -
$66,843). These expenditures included costs of travel, camp and
accommodation ($17,856), chemical analysis ($6,385), drafting
($4,285), helicopter and aircraft ($46,257), professional geological
fees and program management ($102,162), recording and filing fees
($32,952) and support activities ($14,075). Acquisition costs are
costs incurred to stake the Adam and Simpson properties and the legal
agreements concerning the William's Gold and Tide Properties. Option
proceeds relate to cash and share payments made by partners on the
RDN, Eagle, ER-Ogo-Fire, Thorn, Tide and William's Gold properties.



Year Ended January 31, 2002

Net loss for the year ended January 31, 2002 was $471,615 compared to
a loss of $ 606,111 for the year ended January 31, 2001. The principal
reasons for the increased expenses were the write-down of marketable
securities ($17,000), increased legal costs associated with filing the
20-F registration statement and property acquisitions ($59,057).
Revenue from interest was $13,955 for the year, compared to $23,788 in
the previous year. Mineral property exploration costs were
significantly decreased reflecting an increase in funding by joint-
venture partners.

The Corporation spent $170,861 on its properties during the year ended
January 31, 2002. These expenditures included costs of travel, camp
and accommodation ($13,664), chemical analysis ($5,047), drafting
($9,431), helicopter and aircraft ($14,239), professional geological
fees and program management ($104,267), recording and filing fees
($13,277) and support activities ($10,936.

Year Ended January 31, 2001

Net loss for the year ended January 31, 2001 under Canadian GAAP, with
the restatement due to the change in accounting policy, was
$606,111compared to a loss of $508,386 for the year ended January 31,
2000. The principal reasons for the increased loss were the write-down
of marketable securities ($26,000), increased legal costs associated
with property acquisitions ($13,130), increased travel and
entertainment expenses ($10,304) and increased investor relations
activities ($7,065). This was offset by lower mineral property
expenditures for exploration in the year ended January 31, 2001.

The Corporation spent $313,226 on its properties during the year ended
January 31, 2001. These expenditures included costs of travel, camp
and accommodation ($21,286), chemical analysis ($15,822), helicopter
and aircraft ($77,178), geophysical surveys ($44,560), professional
geological fees and program management ($111,675) and support
activities ($42,705).


LIQUIDITY AND CAPITAL RESOURCES

As at January 31, 2003, the Company had working capital, defined as
current assets less current liabilities, of $1,041,619, compared to a
working capital of $383,506 as at January 31, 2002. Two private
placements and significant exercise of share purchase warrants
increased working capital. Exploration expenditures were one-third
higher than in the previous fiscal year but these were offset by
larger government grants for exploration undertaken in the Yukon.
Overall general and administrative expenses were ten percent higher in
2002 compared to the previous fiscal year. The Company expects that
current working capital will be sufficient for the 2003 and 2004
fiscal years. In the event that additional funds are required, the
Company intends to finance through the issuance of additional Common
Shares from treasury.

Two financings were completed in 2002, raising a total of $542,000.
Share issue costs totaled $51,840. In April, the Company received
$440,000 by issuing 1,100,000 units priced at $0.40. Each unit
consisted of one share and one share purchase warrant exercisable at
$0.45 until April 15, 2004. The second financing was a flow-through
offering in July for proceeds of $102,000. The Company issued 170,000
units priced at $0.60 per unit, where each unit consisted of one flow-
through share and one non-flow-through share purchase warrant
exercisable at $0.75 expiring July 3, 2003. Proceeds of this flow-
through financing were used in part for exploration of the Company's
Adam property in northern British Columbia.

A total of 1,436,333 share purchase warrants were exercised in 2002 at
prices of $0.40 and $0.45. The Company issued the same number of
shares for gross proceeds of $591,333. Employee stock options were
exercised resulting in the issuance of 25,000 shares for proceeds of
$6,250. Subsequent to year end, an additional 1,075,000 share purchase
warrants were exercised for the same number of shares at $0.40, for
gross proceeds of $430,000.

As at January 31, 2002, the Corporation had working capital, defined
as current assets less current liabilities, of $383,506 compared to a
working capital of $464,083 as at January 31, 2001. Two private
placements of common shares from treasury increased working capital,
however exploration expenses for the field season consumed
approximately one-half of the proceeds. General and administrative
expenses were basically unchanged for the two fiscal years, but the
lower value of the financing meant a total decrease in working
capital.

The Corporation does not plan to issue debt instruments or undertake
other forms of debt financing to secure mineral properties for
exploration or to cover general and administrative expenses. The sale
of shares from treasury is the only method of financing that the
Corporation will undertake at this time. If an opportunity arises to
acquire additional exploration properties, the Corporation may issue
shares from treasury to cover exploration expenses and/or acquisition
costs. The Corporation has no long term debt.

The Corporation does not know of any trends, demands, commitments,
events or uncertainties that will result in, or that are reasonably
likely to result in, the Corporation's liquidity either materially
increasing or decreasing at present or in the foreseeable future.
Material increases or decreases in the Corporation's liquidity will be
substantially determined by the success or failure of the
Corporation's exploration programs or the future acquisition of
projects.

The Corporation holds an interest in a number of exploration
properties with respect to which certain cash payments, exploration
expenditures and share issuances are required to maintain the
Corporation's interests in such properties. The nature of the
Corporation's interest in its properties and the financial obligations
associated with maintaining such interests are set out for the
specific properties under Item 4, in the section entitled "Property,
Plants and Equipment."

For those of the Corporation's properties acquired through the staking
of claims, a failure by the Corporation to incur exploration
expenditures or make cash payments to the appropriate government
agency in lieu of exploration expenditures will result in the
forfeiture of the title to the mining claims back to the State of
Alaska or the Province of British Columbia, as the case may be. Once
forfeited, the areas previously covered by the claims will be
available for staking by other parties.

In the event that the Corporation does not fulfill its obligations
under the terms of any of its option agreements, such agreement or
agreements will terminate and title to the property will revert to the
grantor of the original option.

Year Ended January 31, 2003

During the year ended January 31, 2003, the Corporation used $526,764
of its cash resources for operating activities, which included a net
loss for the year of $497,063. Expenditures included net mineral
property acquisition and exploration costs of $187,890, a decrease of
$13,898 from the previous year. During the year ended January 31,
2003, the Corporation completed two financings raising a total of
$542,000. Share issue costs totaled $51,840. In April 2002, the
Corporation received $440,000 by issuing 1,100,000 units priced at
$0.40. Each unit consisted of one share and one share purchase warrant
exercisable at $0.40 until April 15, 2004. The second financing was a
flow-through offering in July for proceeds of $102,000. The
Corporation issued 150,000 units priced at $0.60 per unit, where each
unit consisted of one flow-through share and one non-flow-through
share purchase warrant exercisable at $0.75 expiring July 3, 2003.
Proceeds of this flow-through financing were used for exploration of
the Corporation's Adam property in northern British Columbia. A total
of 1,436,333 share purchase warrants were exercised in 2002 at prices
of $0.40 and $0.45. The Company issued the same number of shares for
gross proceeds of $591,333. Employee stock options were exercised
resulting in the issuance of 25,000 shares for proceeds of $6,250. As
of January 31, 2003, consolidated cash amounted to $916,042, an
increase of $541,474 from the beginning of the year.

Subsequent to year end, an additional 1,075,000 share purchase
warrants were exercised for the same number of shares at $0.40, for
gross proceeds of $430,000.

Year Ended January 31, 2002

During the year ended January 31, 2002, the Corporation used $371,081
of its cash resources for operating activities, which included a net
loss for the year of $471,615. Expenditures included net mineral
property acquisition and exploration costs of $173,992, a decrease of
$180,629 from the previous year. During the year ended January 31,
2002, the Corporation completed two financings raising a total of
$335,000. Share issue costs totaled $41,283. In May 2001, the
Corporation received $275,000 by issuing 1,100,000 units priced at
$0.25. Each unit consisted of one share and one share purchase warrant
exercisable at $0.40 until May 1, 2003. The second financing was a
flow-through offering in July for proceeds of $60,000. The Corporation
issued 150,000 units priced at $0.40 per unit, where each unit
consisted of one flow-through share and one non-flow-through share
purchase warrant exercisable at $0.40 in the first year and $0.45 in
the second year, expiring July 17, 2003. Proceeds of this flow-through
financing were used for exploration of the Corporation's William's
Gold and Tide properties in northern British Columbia. A total of
142,000 share purchase warrants were exercised in 2001 at prices of
$0.35 and $0.40. The Corporation issued the same number of shares for
gross proceeds of $51,800. As of January 31, 2002, consolidated cash
amounted to $374,568, a decrease of $29,250 from the beginning of the
year.




Year Ended January 31, 2001

During the year ended January 31, 2001, the Corporation used $492,083
of its cash resources for operating activities, which included a net
loss for the year of $606,111. Expenditures included net mineral
property acquisition and exploration costs of $354,621, a decrease of
$56,097 from the previous year. In July 2000, the Corporation
completed two financings raising a total of $540,100. Share issue
costs totaled $45,906. The Corporation received $330,100 by issuing
1,100,333 units priced at $0.30. Each unit consisted of one share and
one share purchase warrant exercisable at $0.35 in the first year and
$0.40 in the second year, expiring July 14, 2002. The second financing
was a flow-through offering for proceeds of $210,000. The Corporation
issued 600,000 units priced at $0.35 per unit, where each unit
consisted of one flow-through share and one non-flow-through share
purchase warrant exercisable at $0.40 in the first year and $0.45 in
the second year, expiring July 25, 2002. Proceeds of this flow-through
financing were used for exploration of the Corporation's Thorn
property in northern British Columbia. As of January 31, 2001,
consolidated cash amounted to $403,818, an increase of $4,793 from the
beginning of the year.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

   Not Applicable

TREND INFORMATION

   Not applicable.

OFF-BALANCE SHEET ARRANGEMENTS

   Not applicable.

CONTRACTUAL OBLIGATIONS

Contractual Obligations                 Payments due by period
                             Total   Less than     1-3     3-5      More than 5
                                      1 year      years   years       years
Long-Term Debt Obligations   Nil        Nil         Nil     Nil        Nil
Lease Obligations [1]       $49,200   $49,200       Nil     Nil        Nil
Mineral Property Interests
 - Option Payments [2]      182,500    12,500   170,000     Nil        Nil
Mineral Property Interests
 - Filing Fees[2]         1,098,414    40,282   203,074   595,146     259,912
Other Long-Term
Liabilities [3]              Nil        Nil         Nil     Nil        Nil
Total                     1,330,114   101,982   373,074   595,146     259,912

[1]    Management agreement requires 6-month written notice or fees in
       lieu of notice. There are no other binding contractual obligations.

[2]    Mineral property interest costs are contingent on retaining an
       interest in the property. All agreements are subject to cancellation
       without penalty. Filing fees, which include claim rental fees, do
       not have to be paid if the property is forfeited to the appropriate
       government authority.

[3]   Deferred Compensation listed in the liabilities section of the
      balance sheet refers to obligations under a stock option granted to
      a non-employee, as accounted for in accordance with SAS 123. This
      liability will be settled by the issuance of shares, if the stock
      option is exercised. If the option is not exercised, the liability
      will be removed from the balance sheet.


ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

David A. Caulfield, P. Geo., President and Chief Executive Officer

David A. Caulfield, age 44, holds a B.Sc. in geology and is a registered
professional geoscientist. Mr. Caulfield has been a principal of Equity
Engineering Ltd., a Vancouver, British Columbia based private mineral resource
consulting firm, since 1987. Mr. Caulfield is also the President of Attunga
Holdings Inc., a private British Columbia corporation.

Henry J. Awmack, P.Eng., Chairman

Henry J. Awmack, age 44, holds a B.A. Sc. (Honours) in geological engineering
and is a registered professional engineer. Mr. Awmack has been a principal of
Equity Engineering Ltd., a Vancouver, British Columbia based private mineral
resource consulting firm, since 1987. Mr. Awmack is also the President of
Running Dog Resources Inc., a private British Columbia corporation.

Mark E. Baknes, P.Geo., Vice President, Exploration

Mark E. Baknes, age 42, holds a B.Sc. and M.Sc. in geology and is a registered
professional geoscientist. In January 2003, Mr. Baknes resigned as a director of
the Corporation to become a full-time senior officer. Mr. Baknes had been a
geologist with Equity Engineering Ltd., a Vancouver, British Columbia based
private mineral resource consulting firm, since 1993. Prior to joining Equity,
Mr. Baknes worked as a project geologist with Atna Resources Ltd. and Kennecott
Canada Exploration Inc.

Bipin Ghelani, C.A., Director

Bipin Ghelani, age 53, has been a Chartered Accountant since 1972, having
completed his education in London England. Mr. Ghelani has managed his own
accounting firm since 1988. Prior to that, he held senior positions with several
international accounting firms including Deloitte & Touche and
PricewaterhouseCoopers.

Dorothy G. Miller, Chief Financial Officer

Dorothy Miller, age 48, holds a Bachelor of Home Economics and is
currently pursuing completion of CGA accounting designation. Ms.
Miller has held an administrative position with Equity Engineering
Ltd. since 1999. Previous administrative experience includes positions
with Weldwood of Canada Ltd from 1995-1997, Gibraltar Mines Ltd (1994)
and Clark County School district in Nevada (1991-1994.) Ms. Miller is
the spouse of a director, Jack H.L. Miller and the sister of the
Chairman, Henry J. Awmack.




Jack H.L. Miller, P.Eng., Director

Jack H.L. Miller, age 49, holds a B.A.Sc., M.A.Sc. in geological engineering
and is a registered professional engineer. Mr. Miller is currently a self-
employed consulting mining engineer, however, Mr. Miller's experience in the
resource industry dates back to 1979. His previous positions include assistant
general manager and senior mine engineer, Viceroy Gold Corp. (1987-1994), Vice
President, Projects and Mine Superintendent, Gibraltar Mines Ltd. (1994-1996),
Vice President, Projects, Westmin Resources (1996-1997), Vice President,
Operations, Princeton Mining Corp. (1997-1998) and Vice President, Operations
for Imperial Metals Corporation (1998-2002).

P. Gary Paulson, Director

P. Gary Paulson, age 52, has been the President of Falcon Drilling
Ltd. and Jempland Construction Ltd. since 1986.

Ian J. Talbot, Corporate Secretary

Ian J. Talbot, age 44, holds a B.Sc. in geology and an LL.B. (bachelors of laws
degree). Mr. Talbot is a member of the British Columbia Law Society and was
called to the British Columbia Bar in 1990. He is currently employed as in-
house counsel with BHP Billiton Diamonds Inc. in Vancouver. Ian J. Talbot
allots less than 5% of his time to the affairs of the Corporation in his
capacity as Corporate Secretary.

Jason S. Weber, Manager of Corporate Communications

Jason S. Weber, age 32, holds a B.Sc. in geology and is a registered
geoscientist in training. Mr. Weber has been employed with the Corporation
since December of 1999. Prior to joining the Corporation, Mr. Weber was
employed with Equity Engineering Ltd. as a project geologist (1995-1999).
Previous geological experience includes Pacific Sentinel Gold Corp. (1994),
and Archer Cathro and Associates (1993).

CERTAIN AFFILIATIONS

Some of the directors of the Corporation are also directors and officers of
other corporations which are reporting companies under Canadian law. It is
possible, therefore, that a conflict may arise between their duties as a
director or officer of the Corporation and their duties as a director or
officer of such companies. All such conflicts must be disclosed by them in
accordance with the Corporation Act (British Columbia), and they are required
to govern themselves in respect thereof to the best of their ability in
accordance with the obligations imposed upon them by law.

The following directors and officers of the Corporation are also, or within
the previous five years have been, directors, officers or promoters of the
following corporations classified as "reporting companies" under Canadian law:








Name of
Director/Officer      Reporting Issuer          Position            Period
Jack H.L. Miller   Imperial Metals Corp.      Vice President     05/98 to 11/02
                                                Operations
                   Princeton Mining Corp.     Vice President      02/97 to 04/98
                                                Operations
                   Westmin Resources          Vice President      10/96 to 02/97
                                                Projects

Ian J. Talbot      Big Valley Resources Corp. Corporate Secretary 06/95 to 09/99
                   KRL Resources Corp.        Corporate Secretary 10/98 to 07/00
                   Consolidated Logan Mines   Corporate Secretary 02/98 to 07/00
                    Ltd.

David A. Caulfield, Mark E. Baknes and Jason Weber each devote 100% of their
time to the affairs of the Corporation. Henry J. Awmack spends approximately
5-10% of his time on the affairs of the Corporation, while Bipin Ghelani,
Jack H.L. Miller, and P. Gary Paulson each allot less than 5% of their time
to the Corporation's business. Dorothy G. Miller devotes 52% of her time to
administrative and financial functions within the Corporation. Ian J. Talbot
allots less than 5% of his time to the affairs of the Corporation in his
capacity as Corporate Secretary.

COMPENSATION

The following tables set forth all annual and long term compensation
for services in all capacities to the Corporation and its subsidiaries
for each of the past three completed fiscal years in respect of each
of the individuals who were, as of January 31, 2003, directors and
members of its administrative, supervisory or management bodies
(collectively the "Named Executive Officers") including any individual
who would have qualified as a Named Executive Officer but for the fact
that individual was not serving as such at the end of the most
recently completed financial year.

Summary Compensation Table

Name and       Annual Compensation                 Long Term Compensation
Principal                                 Other     Awards   Payouts
Position             Fiscal Salary Bonus Annual Common  Restricted  LTIP  All
                   Year End  $)    ($)    Comp  Shares  Shares or   Pay- other
                                          ($)    Under  Restricted  out  Comp.
                                               Options\ Share       ($)   ($)
                                                 SARs    Units
                                                granted  ($)
                                                  (#)
David A.           Jan. 2003    NIL  NIL  NIL  150,000    NIL    NIL $60,000[1]
Caulfield          Jan. 2002    NIL  NIL  NIL  150,000    NIL    NIL $60,000[1]
President, CEO[1]  Jan. 2001    NIL  NIL  NIL  143,750    NIL    NIL $60,000[1]

Henry J. Awmack,   Jan. 2003    NIL  NIL  NIL  150,000    NIL      NIL      NIL
Chairman           Jan. 2002    NIL  NIL  NIL  150,000    NIL      NIL      NIL
                   Jan. 2001    NIL  NIL  NIL  143,750    NIL      NIL      NIL

Mark E. Baknes,    Jan. 2003 $5,000  NIL  NIL  150,000    NIL      NIL      NIL
Vice President     Jan. 2002    NIL  NIL  NIL  150,000    NIL      NIL      NIL
                   Jan. 2001    NIL  NIL  NIL  143,750    NIL      NIL      NIL
Name and       Annual Compensation                 Long Term Compensation
Principal                                 Other     Awards   Payouts
Position             Fiscal Salary Bonus Annual Common  Restricted  LTIP  All
                   Year End  $)    ($)    Comp  Shares  Shares or   Pay- other
                                          ($)    Under  Restricted  out  Comp.
                                               Options\ Share       ($)   ($)
                                                 SARs    Units
                                                granted  ($)
                                                  (#)
Bipin Ghelani,     Jan. 2003    NIL  NIL  NIL   75,000    NIL      NIL      NIL
Director           Jan. 2002    N/A  N/A  N/A      N/A    N/A      N/A      N/A
                   Jan. 2001    N/A  N/A  N/A      N/A    N/A      N/A      N/A

Dorothy Miller,    Jan. 2003    NIL  NIL  NIL   25,000    NIL    NIL $16,830[2]
CFO[2]             Jan. 2002    NIL  NIL  NIL      NIL    NIL    NIL $16,500[2]
                   Jan. 2001    NIL  NIL  NIL      NIL    NIL    NIL $14,500[2]

Jack H.L. Miller,  Jan. 2003    NIL  NIL  NIL   75,000    NIL      NIL      NIL
Director           Jan. 2002    NIL  NIL  NIL   75,000    NIL      NIL      NIL
                   Jan. 2001    NIL  NIL  NIL   68,125    NIL      NIL      NIL

P. Gary Paulson,   Jan. 2003    NIL  NIL  NIL   75,000    NIL      NIL      NIL
Director           Jan. 2002    NIL  NIL  NIL   75,000    NIL      NIL      NIL
                   Jan. 2001    NIL  NIL  NIL   68,125    NIL      NIL      NIL

Ian J. Talbot,     Jan. 2003    NIL  NIL  NIL   20,000    NIL      NIL      NIL
Corporate          Jan. 2002    NIL  NIL  NIL      NIL    NIL      NIL      NIL
Secretary[3]       Jan. 2001    NIL  NIL  NIL      NIL    NIL      NIL      NIL

Jason S. Weber,    Jan. 2003 $42,300 NIL  NIL  100,000    NIL      NIL      NIL
Manager            Jan. 2002 $42,000 NIL  NIL  100,000    NIL      NIL      NIL
Corporate          Jan. 2001 $42,000 NIL  NIL   30,000    NIL      NIL      NIL
Communications

[1]   Pursuant to the terms of a Management Agreement dated March 1, 1999
      (renewed March 1, 2002), Equity Engineering Ltd. is paid the sum of
      $5,000 per month for the services of Mr. Caulfield. Mr. Caulfield is
      a director and officer of Equity Engineering Ltd. Refer to "Management
      and Consulting Contracts".
[2]   Pursuant to the terms of a Management Agreement dated March 1, 2002,
      Equity Engineering Ltd. is reimbursed for salary and benefits paid for
      the services of Dorothy Miller. Refer to "Management and Consulting
      Contracts".
[3]   Ian Talbot was an associate lawyer with the law firm of Richards Buell
      Sutton until January 2002 and provided ongoing legal services to the
      Corporation. During the fiscal year ended January 31, 2001, the
      Corporation paid the firm of Richards Buell Sutton $27,835 for legal
      services and disbursements. During the fiscal year ended January 31,
      2002, the Corporation paid the firm of Richards Buell Sutton $ 22,794
      for legal services and disbursements.

As at January 31, 2003, the Corporation has granted rights to purchase or
acquire an aggregate of 3,265,000 Common Shares pursuant to stock options and
other outstanding rights to purchase securities, including the options listed
below. The closing market price of the Common Shares on April 30, 2003 as
traded on the TSX Venture Exchange was $0.68.

Outstanding Employee and Director Stock Options as at January 31, 2003

Name of Optionees  No. of Common   Date of    Exercise  Expiry     Market Value
                  Shares Subject    Grant       Price    Date        on Date
                   to Option (#)                   $                 of Grant
Henry Awmack        150,000     March 2, 2001   $0.25  March 2, 2006   $0.25
Mark Baknes         150,000     March 2, 2001   $0.25  March 2, 2006   $0.25
David Caulfield     150,000     March 2, 2001   $0.25  March 2, 2006   $0.25
Jack Miller          75,000     March 2, 2001   $0.25  March 2, 2006   $0.25
Gary Paulson         75,000     March 2, 2001   $0.25  March 2, 2006   $0.25
Jason Weber [1]     100,000     March 2, 2001   $0.25  March 2, 2006   $0.25
Ian Talbot           20,000     Feb. 22, 2002   $0.35  Feb. 22, 2007   $0.45
Michael Williams [2] 50,000     Jan. 9, 2003    $0.60  Jan. 9, 2005    $0.60
Bipin Ghelani        75,000     Jan. 15, 2003   $0.60  Jan. 15, 2008   $0.60
            Total   845,000

[1]   Jason S. Weber is the Manager of Corporate Communications and is
      involved in investor relations activities for the Corporation.

[2]   Michael Williams provides investor relations services to the Corporation.

Defined Benefit or Actuarial Plan Disclosure

The Corporation has no defined benefit or actuarial plans.

Termination of Employment, Changes in Responsibility and Employment Contracts

There are no employment contracts between the Corporation and any Named
Executive Officer. The Corporation has no plan or arrangement in respect of
compensation received or that may be received by executive officers, including
Named Executive Officers, in the financial year ending January 31, 2001, or
current fiscal year with the view to compensating such officers in the event
of the termination of employment (resignation, retirement, change of control)
or in the event of a change in responsibilities following a change of control.

Management and Consulting Contracts

The Corporation entered into a management agreement dated March 1, 1999
(effective May 1, 1999) with Equity Engineering Ltd. ("Equity") to provide the
services of David A. Caulfield as President and Chief Executive Officer of the
Corporation for the sum of $5,000 per month. The agreement also provides that
Rimfire will pay a proportional share of rent, internet and administrative
services provided by Equity employees. The agreement is for a term of three
years, and may be terminated by the Corporation on six months' notice. The
agreement was renewed for a further three years on March 1, 2002. Equity is not
at arm's length to the Corporation as the principals of Equity are David A.
Caulfield and Henry J. Awmack, two of the directors and officers of the
Corporation.

Equity Engineering Ltd. provides geological consulting services to Rimfire
Minerals on an individual project basis. On an on-going basis, Equity provides
property evaluation services to the Corporation at standard commercial rates.
These rates are the same as those charged to unrelated third parties. As
exploration projects for a particular property are defined, a specific contract
for consulting services related to that project is entered into.

During the fiscal year ended January 31, 2003, there were six such projects:
Adam, RDN, Thorn, Tide, and William's Gold properties in British Columbia and
the Yukon Mining Incentives Program in the Yukon.

Equity was paid $50,388 of the total costs of $50,988 for the Adam
project. The bulk of this amount was geological consulting fees and
project management fees of $26,835, aircraft and helicopter charters
of $7,901, and travel, camp and accommodation costs of $4,536. The
remainder was chemical analysis ($2,454), printing and maps ($2,345),
staking ($2,254), support costs ($1,449), drafting ($1,429), freight
($1,077) and other services ($108). The Corporation provided recording
fees ($600).

Equity was paid $5,920 of the total costs of $5,960 for the RDN
project. This amount was comprised of geological consulting fees and
project management fees ($3,582), aircraft and helicopter charters
($1,440), and travel ($898). The Corporation paid for the remaining
supporting activities.

The Thorn project represented a different type of contract. Equity
Engineering was contracted to provide geological consulting services
for the project, then costs were passed on to the joint venture
partner, First Au Strategies for reimbursement. A Joint venture
management fee of 7.5 % was charged on all costs paid by the
Corporation. The Corporation's share of expenditures was $3,741 of
which Equity was paid $1,988 for geological consulting fees and
project management fees, $484 for drafting and $452 for support
services. The Corporation provided recording fees of $217 and
technical assistance costs of $600.

Equity was paid $1,812 of the total costs of $2,279 for the Tide
project. This amount was comprised of maps and reproductions ($857),
geological consulting fees and project management fees ($788) and
support costs ($167). The Corporation paid for drafting ($175) and
technical assistance ($292).

Equity was paid $4,118 of the total costs of $5,212 for the William's
Gold project. This amount was comprised of geological consulting fees
and project management fees ($3,742), support costs ($190), and maps
and reproductions ($186). The Corporation paid for filing fees ($700),
technical assistance ($327) and the remaining supporting activities ($67).

Total cost for the four projects carried out under the Yukon Mining
Incentives Program was $101,780 of which Equity was paid $91,918. The
bulk of this amount was geological consulting fees and project
management fees of $40,478, aircraft and helicopter charters of
$30,260, and travel, camp and accommodation costs of $9,359. The
remainder was chemical analysis ($3,848), printing and maps ($2,796),
drafting ($2,059), communications ($1,171), support costs ($1,181),
freight ($601) and other services ($165). Other firms or the
Corporation provided helicopter charters ($6,656), technical
assistance ($2,073), camp and accommodation ($625), recording fees
($337), and other services ($171).

During the fiscal year ended January 31, 2002, there were four such
projects: William's Gold, Tide, RDN and Thorn properties in British
Columbia. Equity was paid $53,614 of the total costs of $63,471 for
the William's Gold project. The bulk of this amount was aircraft and
helicopter charters of $6,078, chemical analysis costs of $3,103,
drafting costs of $3,080, geological consulting fees and project
management fees of $27,249, support costs of $4,618 and travel, camp
and accommodation costs of $4,560. The remainder was freight ($1,396)
and printing and maps ($3,530.) Other firms or the Corporation
provided camp costs ($400), drafting ($1,024), helicopter charters
($4,391), recording fees ($3,269), travel costs ($515), and other
services ($258).

Equity was paid $38,331 of the total costs of $39,094 for the Tide
project. The bulk of this amount was aircraft and helicopter charters
of $1,688, chemical analysis costs of $1,857, drafting costs of
$3,195, geological consulting fees and project management fees of
$24,346, support costs of $2,330 and travel, camp and accommodation
costs of $3,318. The remainder was freight ($282) and printing and
maps ($1,315.) Other firms or the Corporation provided drafting
($338), recording fees ($100), travel costs ($200), and other services
($125).

Equity was paid $16,220 of the total costs of $18,291 for the RDN
project. The bulk of this amount was geological consulting fees and
project management fees of $13,646, support costs of $1,351 and
travel, camp and accommodation costs of $1,223. Other firms or the
Corporation provided drafting ($833), legal fees ($984), and other
services ($254).

Equity was paid $9,190 of the total costs of $12,850 for the Thorn
Project. The bulk of this amount was aircraft and helicopter charters
of $2,082, geological consulting fees and project management fees of
$4,517 and printing costs of $1,377. The remainder was camp and
accommodation ($457) and support costs ($757.) Other firms or the
Corporation provided travel ($3,019), drafting ($220), and other
services ($421).

There was a regional compilation project undertaken by Equity during
2001 that resulted in recommendations for acquisition of the William's
Gold and Tide properties. The total amount spent on the compilation
was $19,763. This consisted of geological consulting fees and project
management fees of $15,320, support costs of $688, drafting costs of
$2,194, and printing costs of $1,561.

During the fiscal year ended January 31, 2001, there were three such
projects: Thorn, RDN and Armour properties in British Columbia. Equity
was paid $267,232 of the total costs of $283,906 for the Thorn
Project. The bulk of this amount was aircraft and helicopter charters
of $70,828, geological consulting fees of $66,007 and geophysical
consulting of $44,560. The remainder was project management fees
($25,924), materials and printing ($16,506), chemical analyses
($14,520), camp and accommodation ($12,296), travel ($3,688), drafting
($3,575), freight ($2,683), communications ($2,680), filing fees
($1,361), support costs ($1,406), and rentals ($1,198). Other firms or
the Corporation provided claim registration fees ($10,218), legal fees
($2,533), helicopter charters ($3,380) and other services ($543).

Equity was paid $4,914 of the total costs of $11,979 for the RDN
project. The bulk of this was geological consulting fees of $2,022 and
printing of $1,499. The remainder was drafting ($515), support costs
($431), project management fees ($375), and other services ($72).
Equity was paid $2,797 of the total costs of $3,680 for the Armour
project. The bulk of this was geological consulting fees of $2,032 and
drafting of $349. The remainder was project management fees ($149),
materials and supplies ($235), and support services ($32).

Compensation of Directors

The Corporation has no standard arrangement pursuant to which
directors are compensated by the Corporation for their services in
their capacity as directors other than the unissued treasury shares
reserved for the grant of directors' and employees' stock options.
There has been no other arrangement pursuant to which directors were
compensated by the Corporation in their capacity as directors during
the Corporation's financial year ending January 31, 2003.

Proposed Compensation

The Corporation has determined the amount of compensation to be
granted to directors and Named Executive Officers for the 12 months
beginning February 1, 2003 as follows:

                      Monthly      Yearly
David A. Caulfield   $5,000 [1]   $60,000
Henry J. Awmack        Nil         Nil
Mark E. Baknes       $5,000       $60,000
Dorothy Miller       $1,950 [2]   $23,400

[1]    Paid to Equity Engineering Ltd. pursuant to the terms of a March 1, 2002
       management agreement.

[2]    Paid to Equity Engineering Ltd. pursuant to the terms of a March 1, 2002
       management agreement for 52% of full-time equivalent.

Except as disclosed above, the Corporation has no standard arrangement pursuant
to which Named Executive Officers or directors of the Corporation are
compensated by the Corporation for their services, except for the granting from
time to time of incentive stock options in accordance with policies of the TSX
Venture Exchange.

BOARD PRACTICES

The directors of the Corporation are elected by the Corporation shareholders at
the Corporation's Annual General Meetings. A director of the Corporation holds
his respective position until the earlier of his resignation or his replacement
at a subsequent Annual General Meeting of the Corporation.

All corporate matters outside of the ordinary course of business must be
approved by the Corporation's board of directors. The Corporation's audit
committee consists of three directors who review the Corporation's financial
statements prior to such statements being submitted to the entire board of
directors for approval. The members of the audit committee are Bipin Ghelani,
Jack H.L. Miller and P. Gary Paulson. The Corporation does not have a formal
compensation committee, however independent directors meet on an annual basis to
review management compensation. Recommendations from this group are referred to
the entire board at the budget review meeting for approval.

EMPLOYEES

The Corporation has two employees, Mark Baknes, Vice President, Exploration and
Jason Weber, Manager, Corporate Communication. All other personnel are retained
under contract with Equity Engineering Ltd. See Management and Consulting
Contracts above.

There are no contracts of collective agreements between the Corporation and
any labour union or similar organization.

SHARE OWNERSHIP

The following table sets forth security ownership of each of the directors and
officers of the Corporation as at April 30, 2003.

Name,                          Number of Common Shares of the     Percentage
Municipality of Residence     Corporation beneficially owned      of Issued
and Position with              or directly/indirectly            Share Capital
Corporation                        controlled (1)

David A. Caulfield, P. Geo.    Common Shares: 639,501[1]             4.76%
Coquitlam, B.C.                Options: 150,000[2]
President, Chief Executive     Warrants: 69,000[3,4]
Officer, Director & Promoter

Henry J. Awmack, P.Eng.        Common Shares: 1,313,501[1]           9.78%
Vancouver, B.C.                Options: 150,000[2]
Chairman of the Board,         Warrants: Nil
Director &d Promoter

Mark E. Baknes, P.Geo.         Common Shares: 495,500[1]            3.69%
Vancouver, B.C.                Options: 150,000[2]
Vice-President, Exploration    Warrants: 32,500[3,4]

Bipin Ghelani, C.A.            Common Shares: 63,000[1]             0.47%
Richmond, BC.                  Options: 750,000[2]
Director                       Warrants: 8,000[3]

Dorothy Miller                 Common Shares: 16,000                0.12%
North Vancouver, B.C.          Options: Nil
Chief Financial Officer        Warrants: Nil

Jack H.L. Miller, P.Eng.       Common Shares: 226,000[1]            1.68%
North Vancouver, B.C.          Options: 75,000[2]
Director                       Warrants: 20,000[3]

P. Gary Paulson                Common Shares: 93,680[1]             0.70%
Prince George, B.C.            Options: 75,000[2]
Director                       Warrants: 10,000[3]

Ian J. Talbot                  Common Shares: 14,000[1]             0.10%
North Vancouver, B.C.          Options: 20,000[2]
Corporate Secretary            Warrants: Nil

Jason S. Weber                 Common Shares: 19,000[1]              0.14%
Port Coquitlam, BC             Options: 100,000[2]
Mgr., Corporate Communications Warrants: 12,500[4]
[1]   Common Shares beneficially owned, directly or indirectly, or over which
      control or direction is exercised, as at April 30, 2003, based upon
      information furnished by the respective shareholders.

[2]   Stock Options entitle the holder to purchase Common Shares in the capital
      of the Corporation at a fixed price for a specific period of time. Stock
      options do not carry any voting rights. Details of stock options held by
      the directors, officer and employees of the Corporation are set out under
      "Options and Other Rights to Purchase Shares - Outstanding Stock Options."

[3]   Warrant to purchase shares at $0.75 prior to 4:00 p.m. on July 3, 2003.
      These warrants do not carry any voting rights.

[4]   Warrant to purchase shares at $0.45 prior to 4:00 p.m. on July 17, 2003.
      These warrants do not carry any voting rights.

Of the shares beneficially held by David Caulfield, 120,001 are registered in
the name of Attunga Holdings Inc., a private British Columbia corporation
controlled by David Caulfield. Of the shares beneficially held by Henry Awmack,
80,001 shares are beneficially held by Running Dog Resources Inc, a private
British Columbia corporation controlled by Henry Awmack.

Aggregate Option Exercises in Last Financial Year and Option Values

The following stock options were exercised by an employee, who would
be deemed a Named Executive Officers, but for the fact that individual
was not serving as such during the financial year ended January 31,
2003. Details of stock options held by the Named Executive Officers
and the value of such options as at the end of the most recently
completed financial year are set forth in the following table:

Name          Securities     Aggregate     Unexercised          Value of
               Acquired        Value     Options at the        Unexercised
              on Exercise     Realized     end of the         In-the-Money
                 (#)            ($)        Fiscal Year        Options as of
                                       (#) Exercisable    January 31, 2003 [1]
Henry J. Awmack     Nil        Nil           150,000            $51,000
Mark E. Baknes      Nil        Nil           150,000            $51,000
David A. Caulfield  Nil        Nil           150,000            $51,000
Bipin Ghelani       Nil        Nil             Nil              $    -
Dorothy Miller    25,000     $10,000           Nil              $     -
Jack H.L. Miller    Nil        Nil            75,000            $25,500
P. Gary Paulson     Nil        Nil            75,000            $25,500


ITEM 7    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

The following table sets forth security ownership of those parties owning five
percent (5%) or more of the outstanding common shares of the Corporation as at
January 31, 2003.





Name,                          Number of Common Shares of the     Percentage
Municipality of Residence     Corporation beneficially owned      of Issued
and Position with              or directly/indirectly            Share Capital
Corporation                        controlled (1)

The Canadian Depository        Common Shares: 10,456,576[1]         84.77%
for Securities Limited
Toronto, ON[2]

Henry J. Awmack, P.Eng.        Common Shares: 1,313,501[1]          10.65%
Vancouver, B.C.                Options: 150,000[3]
Chairman of the Board,
Director and Promoter

Prudent Bear Fund              Common Shares: 1,220,000[1]           9.89%
Dallas, TX                     Warrants: 1,000,000[4]

David A. Caulfield, P. Geo.    Common Shares: 639,501[1]             5.18%
Coquitlam, B.C.                Options: 150,000[3]
President, Chief Executive     Warrants: 44,000[5]
Officer, Director & Promoter   Warrants: 25,000[6]

[1]   Common Shares beneficially owned, directly or indirectly, or over which
      control or direction is exercised, as at January 31, 2003, based upon
      information furnished by the respective shareholders.

[2]   Canadian Depository for Securities Limited ("CDS & Co.") is the
      registered holder, as nominee, of a total of 10,456,576 Common Shares
      of the Corporation, representing 84.77 % of the issued and outstanding
      shares. The Corporation is unaware of the beneficial owners of the
      shares held by CDS & Co.

[3]    Stock Options entitle the holder to purchase Common Shares in the
       capital of the Corporation at a fixed price for a specific period of
       time. Stock options do not carry any voting rights. Details of stock
       options held by the directors and officers are set forth under "Options
       and Other Rights to Purchase Shares - Outstanding Stock Options."

[4]   Warrant to purchase shares at $0.45 prior to 4:00 p.m. on April 15, 2004.
      These warrants do not carry any voting rights.

[5]   Warrant to purchase shares at $0.75 prior to 4:00 p.m. on July 3, 2003.
      These warrants do not carry any voting rights.

[6]   Warrant to purchase shares at $0.45 prior to 4:00 p.m. on July 17, 2003.
      These warrants do not carry any voting rights.

The voting rights attached to all shares of the Corporation are equal. No
shareholder or group of shareholders holds or is entitled to exercise any
preferential voting rights with respect to shares of the Corporation.

The Corporation has not paid any dividends since its incorporation and does
not anticipate the payment of dividends in the foreseeable future. At present,
the Corporation's policy is to retain earnings, if any, to finance exploration
on its properties. The payment of dividends in the future will depend upon,
among other factors, the Corporation's earnings, capital requirements and
operating conditions.
RELATED PARTY TRANSACTIONS

As at January 31, 2003, the Corporation was indebted to Equity
Engineering Ltd. ("Equity") in the amount of $24,059 for consulting
services provided by Equity. Equity is not at arm's length to the
Corporation, as the principals of Equity are David A. Caulfield and
Henry J. Awmack, two of the directors and officers of the Corporation.
During the year ending January 31, 2003, the Corporation also paid
Equity $258,289 for geological consulting services and $123,622 for
providing general corporate and administrative services to the
Corporation.

The services provided by Equity to the Corporation are provided at
rates no less favorable to the Corporation than would be available
from unaffiliated third parties providing similar services.

General corporate and administrative services provided by Equity
during the financial year ended January 31, 2003 consisted of the
following: $2,215 - investor services; $60,322 - management services;
$7,415 - office; $34,642 - rent; and $19,028 - support services. It is
anticipated that Equity will continue to provide geological consulting
and administrative support services to the Corporation from time to
time, and Equity will be remunerated for such services at standard
commercial rates.

Ian Talbot, Corporate Secretary was an associate lawyer with the firm
of Richards Buell Sutton and provided the Corporation with ongoing
legal services. During the previous fiscal year ended January 31,
2002, the Corporation paid the firm of Richards Buell Sutton $ 22,794
for legal services and disbursements.

Except as disclosed above, during the previous three fiscal years, no
insider of the Corporation, director or officer, or associate or
affiliate of such persons, has or has had any material beneficial
interest in any transaction or in any proposed transaction, which has
or will materially affect the Corporation. The Corporation has not
made any loans (including guarantees of any kind) to or for the
benefit of any of the directors, officers, employees or related
parties.

INTERESTS OF EXPERTS AND COUNSEL

   Not Applicable

ITEM 8   FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The following financial statements are attached and incorporated herein:

Description of Statement

Consolidated Balance Sheets for the fiscal years ended January 31, 2003 & 2002
Statements of Loss and Deficit, Statements of Mineral Property Expenditures
and Statements of Cash Flows, all for the fiscal years ended January 31, 2003,
2002, and 2001
Notes to Consolidated Financial Statements
SIGNIFICANT CHANGES

There have been no significant changes in the financial status of the
Corporation since the year ending January 31, 2003.


ITEM 9   THE OFFERING AND LISTING

OFFER AND LISTING DETAILS

The common shares of the Corporation have been listed and posted for
trading on the TSX Venture Exchange. The following table sets forth
the high and low closing bid prices, in Canadian dollars, and trading
volume of the common shares on the TSX Venture Exchange for the period
January 1, 2002 to April 30, 2003.

                             High        Low        Volume
January 1-31, 2002          $0.50       $0.40       293,000
February 1-28, 2002         $0.50       $0.45        92,000
March 1-31, 2002            $0.53       $0.45        79,100
April 1-30, 2002            $0.75       $0.45       441,700
May 1 - 31, 2002            $0.84       $0.60       320,100
June 1 - 30, 2002           $0.80       $0.65       328,427
July 1-31, 2002             $0.70       $0.38       144,350
August 1-31, 2002           $0.59       $0.36       150,800
September 1-30, 2002        $0.55       $0.35       173,983
October 1-31, 2002          $0.43       $0.35       187,950
November 1-30, 2002         $0.71       $0.35       414,650
December 1-31, 2002         $0.60       $0.40       313,950
January 1-31, 2003          $0.70       $0.55       386,946
February 1-28, 2003         $0.80       $0.55       255,800
March 1-31, 2003            $0.76       $0.58        90,300
April 1-30, 2003            $0.75       $0.51       268,900

Fiscal 2001                  High        Low        Volume
First Quarter               $0.37       $0.24       226,500
Second Quarter              $0.66       $0.35       687,833
Third Quarter               $0.53       $0.35       386,083
Fourth Quarter              $0.50       $0.35       475,500

Fiscal 2002                  High        Low        Volume
First Quarter               $0.75       $0.45       612,800
Second Quarter              $0.84       $0.38       792,877
Third Quarter               $0.59       $0.35       512,733
Fourth Quarter              $0.71       $0.35     1,115,546

Fiscal 2003                 High         Low        Volume
First Quarter               $0.80       $0.51       615,000

The following table sets forth the high and low closing bid prices, in
Canadian dollars, and trading volume of the common shares on the TSX
Venture Exchange for the last four fiscal years, commencing with the
initial public offering in June 1999.




Fiscal Year ending           High             Low         Volume
January 31, 2003            $0.84            $0.35      3,033,956
January 31, 2002            $0.66            $0.23      1,775,916
January 31, 2001            $0.51            $0.20        554,165
January 31, 2000            $0.55            $0.25      2,425,500

At January 31, 2003, 1,112,500 Common Shares were held by 12 registered
holders in the United States, representing an aggregate of 9.02% of the
Corporation's total issued and outstanding Common Shares. The Corporation
is not listed for trading on any securities exchange in the United States,
and there has been no market in the United States for the Common Shares.

At January 31, 2003, there were 12,334,621 of the Corporation's Common
Shares outstanding.


ITEM 10   ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

The Corporation was incorporated under the British Columbia Company
Act on May 7, 1991 under the name of Bull Pine Explorations Ltd. The
Corporation changed its name to Rimfire Minerals Corporation on
November 4, 1997.

The Corporation's authorized capital consists of 100,000,000 common
shares without par value, of which 12,334,621 are issued and
outstanding as at January 31, 2003.

The Corporation's head office and its registered and records office is
located at Suite 700 - 700 West Pender Street, Vancouver, British
Columbia, Canada V6C 1G8.

Pursuant to the requirements of the British Columbia Company Act, a
director of the Corporation must declare any interest in and abstain
from voting on any board of directors' resolution relating to any
matter in which such director has a material interest. In addition,
the policies of the TSX Venture Exchange require that all employment,
consulting or other compensation agreements between a company and its
officers or directors be considered and approved by the disinterested
member of the board of directors or a committee of independent
directors. The TSX Venture Exchange also places a $5,000 limit on the
aggregate amount of monthly compensation a company's officer or
director may receive.

Pursuant to the British Columbia Company Act and the Corporation's
Articles of Incorporation, the board of directors of the Corporation
may exercise the general power to borrow on behalf of the Corporation
in any manner deemed to be in the best interest of the Corporation and
its shareholders. Whether exercising this general borrowing power or
otherwise, the directors of the Corporation are under a fiduciary duty
at all times to act honestly and in the best interest of the
Corporation shareholders.

Pursuant to the requirements of the British Columbia Company Act, a
person must be not less than 18 years of age to act as a director of a
British Columbia company. There are no requirements under the British
Columbia Company Act or the Corporation's Articles of Incorporation
that a director be a shareholder of the Corporation.

The Common Shares are not subject to any future call or assessment and
all have equal voting rights. There are no special rights or
restrictions of any nature attached to any of the Common Shares. All
of the Common Shares rank equally with respect to all benefits which
might accrue to the holders including any redemption of shares or the
division of corporate assets in the event of a liquidation. There are
no sinking fund provisions or any provisions discriminatory or
advantageous to shareholders controlling a specific number of Common
Shares.

MATERIAL CONTRACTS

The Corporation entered into a management agreement dated March 1,
1999 (effective May 1, 1999) with Equity Engineering Ltd. ("Equity")
to provide the services of David A. Caulfield as President and Chief
Executive Officer of the Corporation for the sum of $5,000 per month.
The agreement is for a term of three years, and may be terminated by
the Corporation on six months' notice. The agreement was renewed for a
further three years on March 1, 2002. Equity is not at arm's length to
the Corporation as the principals of Equity are David A. Caulfield and
Henry J. Awmack, two of the directors and officers of the Corporation.

EXCHANGE CONTROLS

There are no government laws, decrees or regulations in Canada
relating to restrictions on the import/export of capital, or affecting
the remittance of interest, dividends or other payments to non-
residential holders of the Corporation's shares. Any such remittances
to United States residents, however, may be subject to a 15% tax
pursuant to Article X of the reciprocal tax treaty between Canada and
the United States. The applicable rate is dependent on the type of
entity receiving the dividends. See this Item 10, Taxation subheading,
below.

The Investment Canada Act (the "Act"), which became effective on June
30, 1985, requires a non-Canadian making an investment to acquire
control, directly or indirectly, of a Canadian business, to file a
notification or an application for review with Investment Canada. An
application for review must be filed if the investor is not a citizen
or resident of a World Trade Organization member country, and the
investment is over $50,000,000.00 or, if the investor is a citizen or
resident of a World Trade Organization member country and the
investment is over $179,000,000.00. For all acquisitions of a Canadian
business which does not meet the threshold criteria for filing an
application for review, the Act require the investor to file a
notification.

The provisions of the Act are complex, and the above is a limited
summary of the main provision of the Act. Any non-Canadian citizen
contemplating an investment to acquire control of the Corporation is
encouraged to consult professional advisors as to whether and how the
Act might apply.

For the purposes of the Act, direct acquisition of control means a
purchase of the voting interests of a corporation, partnership, joint
venture or trust carrying on a Canadian business, or any purchase of
all or substantially all of the assets used in carrying on a Canadian
business. An indirect acquisition of control means a purchase of the
voting interest of a corporation, partnership, joint venture or trust,
whether a Canadian or foreign entity, which controls a corporation,
partnership, joint venture or trust company carrying on a Canadian
business in Canada.

Except as provided in the Investment Canada Act (the "Act"), there are
no limitations under the laws of Canada, the Province of British
Columbia or in the charter or any other constituent documents of the
Corporation on the right of foreigners to hold and/or vote the shares
of the Corporation.

As a result of the Canada - U.S. Free Trade Agreement, the Act was
amended in January, 1989 to provide distinct threshold levels for
Americans who acquire control of a Canadian business.

A "Canadian business" is defined in the Act as a business carried on
in Canada that has a place of business in Canada, an individual or
individuals in Canada who are employed or self-employed in connection
with the business, and assets in Canada used in carrying on the
business.

An American, as defined in the Act, includes: an individual who is an
American national or a lawful permanent resident of the United States;
a government or government agency of the United States; an American-
controlled entity, corporation or limited partnership; and a
corporation, limited partnership or trust which is not controlled in
fact through ownership of its voting interests in which two-thirds of
its board of directors, general partners or trustees, as the case may
be, are any combination of Canadians and Americans.

The following investments by a non-Canadian are subject to review by
Investment Canada:

..   all direct acquisitions of control of Canadian businesses with
assets of $5 million or more;

..   all indirect acquisitions of control of Canadian businesses with
assets of $50 million or more, if such assets represent less
than 50% of the value of the assets of the entities, the control
of which is being acquired; and

..   all indirect acquisitions of control of Canadian businesses with
assets of $5 million or more, if such assets represent more than
50% of the value of the assets of the entities, the control of
which is being acquired.

Review by Investment Canada is required when investments by Americans
exceed $150 million for direct acquisitions of control.

The acquisition of certain Canadian businesses is excluded from the
higher threshold set out for Americans. These excluded businesses
include oil, gas, uranium, financial services (except insurance);
transportation services and cultural services (i.e.: the publication,
distribution or sale of books, magazines, periodicals [other than
printing or typesetting businesses], music in print or machine
readable form, radio, television, cable and satellite services; the
publications, distributions, sale and exhibitions of film or video
recordings or audio or video music recordings). Direct or indirect
acquisitions of control of these excluded business are reviewable at
the $5 million and $50 million thresholds.

A non-Canadian will not implement an investment reviewable under the
Act unless the investment has been reviewed and the Minister
responsible for Investment Canada is satisfied or is deemed to be
satisfied that the investment is likely to be of net benefit to
Canada. The factors to be taken into account include:

1.    the effect of the investment on the legal and economic activities
      in Canada, including the effect on employment and resource processing,
      on the utilization of particular components and services produced in
      Canada, and on exports from Canada;

2.    the degree and significance of participation by Canadians in the Canadian
      business;

3.    the effect of the investment on productivity, industrial efficiency,
      technological development, product innovation and product variety in
      Canada;

4.    the effect of the investment on competition within an industry or
      industries in Canada and will such industry or industries be
      significantly affected by the investment; and

5.   the compatibility of the investment with national industrial economic or
     cultural policies enunciated by the federal government or legislation of
     the legislature or government of any Province.

If the Minister is not satisfied that the investment is likely to be a net
benefit to Canada, the non-Canadian will not implement the investment or, if
the investment has been implemented, will divest itself of control of the
business that is the subject of the investment.

A non-Canadian or American making the following investments: (i) an
investment to establish a new Canadian business; or, (ii) an
investment to acquire control of a Canadian business which investment
is not subject to review under the Act; must notify Investment Canada,
within prescribed time limits, of such investments.

TAXATION

Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian
federal income tax consequences of acquiring, holding and disposing of
common shares of the Registrant for a shareholder of the Registrant
who is not resident in Canada and who is resident in the United
States. It is based on the current provisions of the Income Tax Act
(Canada) (the "Tax Act") and the regulations thereunder. The
provisions of the Tax act are subject to income tax treaties to which
Canada is a party, including the Canada-United States Income Tax
Convention (1980) (the Convention). This discussion is general only
and is not a substitute for independent advise from a shareholder's
own tax advisor. Management of the Corporation considers that the
following discussion fairly describes the principal and material
Canadian federal income tax consequences applicable to shareholders of
the Corporation who are residents of the United States and are not
residents of Canada and do not hold, and are deemed not to hold,
shares of the Corporation in connection with carrying on a business in
Canada (a "non-resident").

Generally, dividends paid by Canadian corporations to non-resident
shareholders are subject to a withholding tax of 25% of the gross
amount of such dividends. However, Article X of the reciprocal tax
treaty between Canada and the United States reduced to 15% the
withholding tax on the gross amount of dividends paid to residents of
the United States. A further 9% reduction, in 1996, and a 10%
reduction in 1997 and thereafter, in the withholding tax rate on the
gross amount of dividends is applicable when a U.S. corporation owns
at least 10% of the voting stock of the Canadian corporation paying
the dividends.

A non-resident who holds shares of the Corporation as capital property
will not be subject to tax on capital gains realized on the
disposition of such shares unless such shares are "taxable Canadian
Property" within the meaning of the Income Tax Act (Canada), and no
relief is afforded under any applicable tax treaty.

The shares of the Corporation would be taxable Canadian property of a
non-resident if at any time during the five year period immediately
preceding a disposition by the non-resident of such shares (a) not
less than 25% of the issued shares of any class of the Corporation
belonged to the non-resident, (b) the person with whom the non-
resident dealt did not deal at arm's length, or (c) to the non-
resident and any person with whom the non-resident did not deal at
arm's length own or are considered to own not less than 25% of the
issued shares of any class of the Corporation.

Material United States Federal Income Tax Consequences

The following is a general discussion of the material United States
Federal income tax law for U.S. holders that hold such common shares
as a capital asset, as defined under United States Federal income tax
law and is limited to discussion of U.S. Holders that own less than
10% of the common stock. This discussion does not address all
potentially relevant Federal income tax matters and it does not
address consequences peculiar to persons subject to special provisions
of Federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder. In addition, this discussion
does not cover any state, local or foreign tax consequences. See "Item
10 -Additional Information - Canadian Federal Income Taxation" and
"Certain United States Federal Income Tax Consequences".

The following discussion is based upon the sections of the Internal
Revenue Code of 1986, as amended to the date hereof (the "Code"),
Treasury Regulations, published Internal Revenue Service ("IRS")
rulings, published administrative positions of the IRS and court
decisions that are currently applicable, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at
any time. In addition, this discussion does not consider the potential
effects, both adverse and beneficial, of any future legislation which,
if enacted, could be applied, possibly on a retroactive basis, at any
time. The following discussion is for general information only and it
is not intended to be, nor should it be construed to be, legal or tax
advice to any holder or prospective holder of common shares of the
Corporation and no opinion or representation with respect to the
United States Federal income tax consequences to any such holder or
prospective holder is made. Accordingly, holders and prospective
holders of common shares of the Corporation are encouraged to consult
their own tax advisors about the Federal, state, local, and foreign
tax consequences of purchasing, owning and disposing of common shares
of the Corporation.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of common shares of the
Corporation who or which is a citizen or individual resident (or is
treated as a citizen or individual resident) of the United States for
federal income tax purposes, a corporation or partnership created or
organized (or treated as created or organized for federal income tax
purposes) in the United States, including only the States and District
of Columbia, or under the law of the United States or any State or
Territory or any political subdivision thereof, or a trust or estate
the income of which is includable in its gross income for federal
income tax purposes without regard to its source, if, (i) a court
within the United States is able to exercise primary supervision over
the administration of the trust and (ii) one or more United States
trustees have the authority to control all substantial decisions of
the trust. For purposes of this discussion, a U.S. Holder does not
include persons subject to special provisions of Federal income tax
law, such as tax-exempt organizations, qualified retirement plans,
financial institutions, insurance companies, real estate investment
trusts, regulated investment companies, broker-dealers and Holders who
acquired their stock through the exercise of employee stock options or
otherwise as compensation.

Distributions on common shares of the Corporation

U.S. Holders, who do not fall under any of the provisions contained
under within the "Other Consideration for U.S. Holders" section, and
receiving dividend distributions (including constructive dividends)
with respect to common shares of the Corporation are required to
include in gross income for United States Federal income tax purposes
the gross amount of such distributions to the extent that the
Corporation has current or accumulated earnings and profits, without
reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to
certain limitations, against the U.S. Holder's United States Federal
income tax liability or, alternatively, may be deducted in computing
the U.S. Holder's United States Federal taxable income by those who
itemize deductions. (See more detailed discussion at "Foreign Tax
Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of the Corporation, they will be
treated first as a return of capital up to the U.S. Holder's adjusted
basis in the common shares and thereafter as gain from the sale or
exchange of the common shares. Preferential tax rates for long-term
capital gains are applicable to a U.S. Holder which is an individual,
estate or trust. There are currently no preferential tax rates for
long-term capital gains for a U.S. Holder which is a corporation.

Dividends paid on the common shares of the Corporation will not
generally be eligible for the dividends received deduction provided to
corporations receiving dividends from certain United States
corporations. A U.S. Holder which is a corporation may, under certain
circumstances, be entitled to a 70% deduction of the United States
source portion of dividends received from the Corporation (unless the
Corporation qualifies as a "foreign personal holding company" or a
"passive foreign investment company", as defined below) if such U.S.
Holder owns shares representing at least 10% of the voting power and
value of the Corporation. The availability of this deduction is
subject to several complex limitations which are beyond the scope of
this discussion.

Foreign Tax Credit

A U.S. Holder, who does not fall under any of the provisions contained
within the "Other Consideration for U.S. Holders" section, and who
pays (or has withheld from distributions) Canadian income tax with
respect to the ownership of common shares of the Corporation may be
entitled, at the option of the U.S. Holder, to either a deduction or a
tax credit for such foreign tax paid or withheld. Generally, it will
be more advantageous to claim a credit because a credit reduces United
States Federal income taxes on a dollar-for-dollar basis, while a
deduction merely reduces the taxpayer's income subject to tax. This
election is made on a year-by-year basis and applies to all foreign
taxes paid by (or withheld from) the U.S. Holder during that year.
There are significant and complex limitations which apply to the
credit, among which is the general limitation that the credit cannot
exceed the proportionate shares of the U.S. Holder's United States
income tax liability that the U.S. Holder's foreign source income
bears to his or its world-wide taxable income. In the determination of
the application of this limitation, the various items of income and
deduction must be classified into foreign and domestic sources.
Complex rules govern this classification process. There are further
limitations on the foreign tax credit for certain types of income such
as "passive income", "high withholding tax interest", "financial
services income", "shipping income", and certain other classifications
of income. The availability of the foreign tax credit and the
application of the limitations on the credit are fact specific and
holders and prospective holders of common shares of the Corporation
are encouraged to consult their own tax advisors regarding their
individual circumstances.

Disposition of common shares of the Corporation

A U.S. Holder, who does not fall under any of the provisions contained
within the "Other Consideration for U.S. Holders" section, and will
recognize gain or loss upon the sale of common shares of the
Corporation equal to the difference, if any, between the amount of
cash plus the fair market value of any property received, and the
Holder's tax basis in the common shares of the Corporation. This gain
or loss will be capital gain or loss if the common shares are a
capital asset in the hands of the U.S. Holder unless the Corporation
were to become a controlled foreign corporation. For the effect on the
Corporation of becoming a controlled corporation, see "Controlled
Foreign Corporation Status" below. Any capital gain will be a short-
term or long-term capital gain or loss depending upon the holding
period of the U.S. Holder. Gains and losses are netted and combined
according to special rules in arriving at the overall capital gain or
loss for a particular tax year. Deductions for net capital losses are
subject to significant limitations. For U.S. Holders which are
individuals, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss
is thereby exhausted. For U.S. Holders which are corporations (other
than corporations subject to Subchapter S of the Code), an unused net
capital loss may be carried back three years from the loss year and
carried forward five years from the loss year to be offset against
capital gains until such net capital loss is thereby exhausted.

Other Considerations for U.S. Holders

In the following circumstances, the above sections of this discussion
may not describe the United States Federal income tax consequences
resulting from the holding and disposition of common shares of the
Corporation:

Foreign Investment Company

If 50% or more of the combined voting power or total value of the
Corporation's outstanding shares are held, actually or constructively,
by citizens or residents of the United States, United States domestic
partnerships or corporations, or estates or trusts other than foreign
estates or trusts (as defined by the Code Section 7701(a)(31)), and
the Corporation is found to be engaged primarily in the business of
investing, reinvesting, or trading in securities, commodities, or any
interest therein, it is possible that the Corporation might be treated
as a "foreign investment company" as defined in Section 1246 of the
Code, causing all or part of any gain realized by a U.S. Holder
selling or exchanging common shares of the Corporation to be treated
as ordinary income rather than capital gains.

Passive Foreign Investment Company

A U.S. Holder who holds stock in a foreign corporation during any year
in which such corporation qualifies as a passive foreign investment
company ("PFIC") is subject to U.S. federal income taxation of that
foreign corporation under one of two alternative tax methods at the
election of each such U.S. Holder.

Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States and, for any taxable year, either (i) 75%
or more of its gross income is "passive income," which includes but is
not limited to interest, dividends and certain rents and royalties or
(ii) the average percentage, by value (or, if the company is a
controlled foreign corporation or makes an election, adjusted tax
basis), of its assets that produce or are held for the production of
"passive income" is 50% or more. The Corporation believes that it is
presently a PFIC.

As a PFIC, each U. S. Holder must determine under which of the
alternative tax methods it wishes to be taxed. Under one method, a
U.S. Holder who elects in a timely manner to treat the Corporation as
a Qualified Electing Fund ("QEF"), as defined in the Code, (an
"Electing U.S. Holder") will be subject, under Section 1293 of the
Code, to current federal income tax for any taxable year in which the
Corporation's qualifies as a PFIC on his pro-rata share of the
Corporation's (i) "net capital gain" (the excess of net long-term
capital gain over net short-term capital loss), which will be taxed as
long-term capital gain to the Electing U.S. Holder and (ii) "ordinary
earnings" (the excess of earnings and profits over net capital gain),
which will be taxed as ordinary income to the Electing U.S. Holder, in
each case, for the U.S. Holder's taxable year in which (or with which)
the Corporation taxable year ends, regardless of whether such amounts
are actually distributed.

A QEF election also allows the Electing U.S. Holder to (i) generally
treat any gain realized on the disposition of his common shares (or
deemed to be realized on the pledge of his common shares) as capital
gain; (ii) treat his share of the Corporation's net capital gain, if
any, as long-term capital gain instead of ordinary income, and (iii)
either avoid interest charges resulting from PFIC status altogether
(see discussion of interest charge below), or make an annual election,
subject to certain limitations, to defer payment of current taxes on
his share of the Corporation's annual realized net capital gain and
ordinary earnings subject, however, to an interest charge. If the
Electing U.S. Holder is not a corporation, such an interest charge
would be treated as "personal interest" that is not deductible at all
in taxable years beginning after 1990.

The procedure a U.S. Holder must comply with in making a timely QEF
election will depend on whether the year of the election is the first
year in the U.S. Holder's holding period in which the Corporation is a
PFIC. If the U.S. Holder makes a QEF election in such first year,
(sometimes referred to as a "Pedigreed QEF Election"), then the U.S.
Holder may make the QEF election by simply filing the appropriate
documents at the time the U.S. Holder files its tax return for such
first year. If, however, the Corporation qualified as a PFIC in a
prior year, then in addition to filing documents, the U.S. Holder may
also elect to recognize as an "excess distribution" (i) under the
rules of Section 1291 (discussed below), any gain that he would
otherwise recognize if the U.S. Holder sold his stock on the
application date or (ii) if the Corporation is a controlled foreign
corporation ("CFC"), the Holder's pro rata share of the corporation's
earnings and profits. (But see "Elimination of Overlap Between
Subpart F Rules and PFIC Provisions"). Either the deemed sale election
or the deemed dividend election will result in the U.S. Holder being
deemed to have made a timely QEF election.

With respect to a situation in which a Pedigreed QEF election is made,
if the Corporation no longer qualifies as a PFIC in a subsequent year,
normal Code rules and not the PFIC rules will apply.

If a U.S. Holder has not made a QEF Election at any time (a "Non-
electing U.S. Holder"), then special taxation rules under Section 1291
of the Code will apply to (i) gains realized on the disposition (or
deemed to be realized by reason of a pledge) of his common shares and
(ii) certain "excess distributions", as specially defined, by the
Corporation.

A Non-electing U.S. Holder generally would be required to pro-rate all
gains realized on the disposition of his common shares and all excess
distributions over the entire holding period for the common shares.
All gains or excess distributions allocated to prior years of the U.S.
Holder (other than years prior to the first taxable year of the
Corporation during such U.S. Holder's holding period and beginning
after January 1, 1987 for which it was a PFIC) would be taxed at the
highest tax rate for each such prior year applicable to ordinary
income. The Non-electing U.S. Holder also would be liable for interest
on the foregoing tax liability for each such prior year calculated as
if such liability had been due with respect to each such prior year. A
Non-electing U.S. Holder that is not a corporation must treat this
interest charge as "personal interest" which, as discussed above, is
wholly non-deductible. The balance of the gain or the excess
distribution will be treated as ordinary income in the year of the
disposition or distribution, and no interest charge will be incurred
with respect to such balance.
If the Corporation is a PFIC for any taxable year during which a Non-
electing U.S. Holder holds common shares, then the Corporation will
continue to be treated as a PFIC with respect to such common shares,
even if it is no longer by definition a PFIC. A Non-electing U.S.
Holder may terminate this deemed PFIC status by electing to recognize
gain (which will be taxed under the rules discussed above for Non-
Electing U.S. Holders) as if such common shares had been sold on the
last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has
issued proposed regulations that would treat as taxable certain
transfers of PFIC stock by Non-electing U.S. Holders that are
generally not otherwise taxed, such as gifts, exchanges pursuant to
corporate reorganizations, and transfers at death.

If a U.S. Holder makes a QEF Election that is not a Pedigreed Election
(i.e., it is made after the first year during which the Corporation is
a PFIC and the U.S. Holder holds shares of the Corporation) (a "Non-
Pedigreed Election"), the QEF rules apply prospectively but do not
apply to years prior to the year in which the QEF first becomes
effective. U.S. Holders are encouraged to consult their tax advisors
regarding the specific consequences of making a Non-Pedigreed QEF
Election.

Certain special, generally adverse, rules will apply with respect to
the common shares while the Corporation is a PFIC whether or not it is
treated as a QEF. For example under Section 1298(b)(6) of the Code (as
in effect prior to the Taxpayer Relief Act of 1997), a U.S. Holder who
uses PFIC stock as security for a loan (including a margin loan) will,
except as may be provided in regulations, be treated as having made a
taxable disposition of such stock.

The foregoing discussion is based on currently effective provisions of
the Code, existing and proposed regulations thereunder, and current
administrative rulings and court decisions, all of which are subject
to change. Any such change could affect the validity of this
discussion. In addition, the implementation of certain aspects of the
PFIC rules requires the issuance of regulations which in many
instances have not been promulgated and which may have retroactive
effect. There can be no assurance that any of these proposals will be
enacted or promulgated, and if so, the form they will take or the
effect that they may have on this discussion. Accordingly, and due to
the complexity of the PFIC rules, U.S. Holders of the Corporation are
strongly urged to consult their own tax advisors concerning the impact
of these rules on their investment in the Corporation.

Mark-to-Market Election for PFIC Stock Under the Taxpayer Relief Act
of 1997

The Taxpayer Relief Act of 1997 provides that a U.S. Holder of a PFIC
may make a mark-to-market election with respect to the stock of the
PFIC if such stock is marketable as defined below. This provision is
designed to provide a current inclusion provision for persons that are
Non-Electing Holders. Under the election, any excess of the fair
market value of the PFIC stock at the close of the tax year over the
Holder's adjusted basis in the stock is included in the Holder's
income. The Holder may deduct any excess of the adjusted basis of the
PFIC stock over its fair market value at the close of the tax year.
However, deductions are limited to the net mark-to-market gains on the
stock that the Holder included in income in prior tax years, or so
called "unreversed inclusions."

For purposes of the election, PFIC stock is marketable if it is
regularly traded on (1) a national securities exchange that is
registered with the SEC, (2) the national market system established
under Section 11A of the Securities Exchange Act of 1934, or (3) an
exchange or market that the IRS determines has rules sufficient to
ensure that the market price represents legitimate and sound fair
market value.

A Holder's adjusted basis of PFIC stock is increased by the income
recognized under the mark-to-market election and decreased by the
deductions allowed under the election. If a U.S. Holder owns PFIC
stock indirectly through a foreign entity, the basis adjustments apply
to the basis of the PFIC stock in the hands of the foreign entity for
the purpose of applying the PFIC rules to the tax treatment of the
U.S. owner. Similar basis adjustments are made to the basis of the
property through which the U.S. persons hold the PFIC stock.

Income recognized under the mark-to-market election and gain on the
sale of PFIC stock with respect to which an election is made is
treated as ordinary income. Deductions allowed under the election and
loss on the sale of PFIC with respect to which an election is made, to
the extent that the amount of loss does not exceed the net mark-to-
market gains previously included, are treated as ordinary losses. The
U.S. or foreign source of any income or losses is determined as if the
amount were a gain or loss from the sale of stock in the PFIC.

If PFIC stock is owned by a CFC (discussed below), the CFC is treated
as a U.S. person that may make the mark-to-market election. Amounts
includable in the CFC's income under the election are treated as
foreign personal holding company income, and deductions are allocable
to foreign personal holding company income.

The above provisions apply to tax years of U.S. persons beginning
after December 31, 1997, and to tax years of foreign corporations
ending with or within such tax years of U.S. persons.

The rules of Code Section 1291 applicable to nonqualified funds
generally do not apply to a U.S. Holder for tax years for which a
mark-to-market election is in effect. If Code Section 1291 is applied
and a mark-to-market election was in effect for any prior tax year,
the U.S. Holder's holding period for the PFIC stock is treated as
beginning immediately after the last tax year of the election.
However, if a taxpayer makes a mark-to-market election for PFIC stock
that is a nonqualified fund after the beginning of a taxpayer's
holding period for such stock, a coordination rule applies to ensure
that the taxpayer does not avoid the interest charge with respect to
amounts attributable to periods before the election.

DOCUMENTS ON DISPLAY

All material contracts may be inspected at the Corporation's offices,
700 - 700 West Pender Street, Vancouver, British Columbia, during
normal business hours.

SUBSIDIARY INFORMATION

The Corporation has one (1) wholly-owned United States subsidiary,
Rimfire Alaska, Ltd. ("Rimfire Alaska"), which was incorporated under
the laws of the State of Alaska on August 19, 1998 for the purpose of
holding the Corporation's Alaskan mineral property interests. Rimfire
Alaska is authorized to issue 100 no par value common shares. The only
shareholder of Rimfire Alaska is the Corporation and it holds all of
the issued and outstanding company shares.


ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   Not Applicable


ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

      Not Applicable

                          PART II


ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

   None


ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
          AND USE OF PROCEEDS

   Not applicable.



ITEM 15   CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer have
instituted a system of disclosure controls for the Corporation to
ensure proper and complete disclosure of material information. The
limited number of employees within the Corporation facilitates access
to real time information about developments in the business for the
person responsible for drafting disclosure documents. All documents
are circulated to responsible members of management and the board of
directors according to the disclosure time-lines contained within the
disclosure policy. The disclosure controls conform with the
Corporation's Corporate Governance guidelines which were adopted by
the board of directors on November 20, 2002.

The disclosure controls and procedures were evaluated on April 30,
2003 at which time they were found to be effective in ensuring proper
and complete disclosure of material information. No changes have been
made to the disclosure controls and procedures since the date of the
evaluation.

The Corporation has had a system of internal financial controls
operating since inception. Significant changes to authorization for
payment of invoices and distribution of financial information to
members of the board of directors were initiated at the beginning of
the fiscal year that ended January 31, 2003. The auditor reported to
the audit committee meeting on May 5, 2003 that the internal controls
appear to be functioning as they should and that no additional changes
should be made at this time.


ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT

The Corporation's Board of Directors has determined that Bipin Ghelani
fulfills the role of Financial Expert on the Corporation's audit
committee. Mr. Ghelani is a Chartered Accountant with over 30 years of
experience in financial, accounting and taxation matters. Mr. Ghelani
manages his own accounting firm and has held senior positions with
several international accounting firms including Deloitte & Touche and
PricewaterhouseCoopers. The other members of the audit committee have
significant financial experience within the mining industry and would
be considered financially literate although they would not meet the
definition of financial expert.


ITEM 16B   CODE OF ETHICS

The Corporation has adopted separate codes of ethics that apply to the
Chief Executive Officer, Chief Financial Officer and members of the Board of
Directors. These replace an interim policy adopted in November 2002 that was
less specific in application. All employees are expected to abide by the
principle that standards of personal behavior should at all times reflect
credit on the Corporation and the mining/exploration industry in general. No
amendments or waivers to these policies have been made since their adoption.

The Corporation will provide copies of these codes of ethics to any person,
upon written request to the secretary of the Company at its address at
700 - 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8.
ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES
                        Fiscal Year ending       Fiscal Year ending
                        January 31, 2003         January 31, 2002
Audit Fees                   14,000                   12,000
Audit-related fee [1]         7,300                    7,200
Tax services - Canadian       1,500                    1,300
Tax services - US             1,200                     Nil
All other fees                  Nil                     Nil
Total fees billed            24,000                   20,500

 [1] SEC Assistance -Amendment of filings and responses to comments

The Corporation's auditors are Hay & Watson, Chartered Accountants. Full-time,
permanent employees of the auditor perform all audit services. Tax services
are provided as part of the annual audit process.


                                  PART III


ITEM 17   FINANCIAL STATEMENTS

The following financial statements are attached and incorporated herein:

Description of Statement

Consolidated Balance Sheets for the fiscal years ended January 31, 2003  & 2002
Statements of Loss and Deficit, Statements of Mineral Property Expenditures
and Statements of Cash Flows, all for the fiscal years ended January 31, 2003,
2002, and 2001
Notes to Consolidated Financial Statements


ITEM 18  FINANCIAL STATEMENTS

See Item 17


ITEM 19   EXHIBITS

Exhibit                 Description                                      Page
Number
1.1      Certificate of Incorporation dated May 7, 1991                    *
1.2      Certificates of Name Change dated November 4, 1997                *
1.3      Articles (Bylaws) of the Corporation                              *
1.4      Amendments to Articles of the Corporation, dated November 8,      *
         1991
1.5      Amendments to Articles of the Corporation dated December 30,      *
         1991
1.6      Amendments to Articles of the Corporation dated June 1, 1997      *
1.7      Amendments to Articles of the Corporation dated October 27,       *
         1997
4.1      Option Agreements between the Corporation and Henry Awmack        *
         dated February 15, 1999
4.2      Option Agreements between the Corporation and Mark Baknes dated   *
         February 15, 1999

Exhibit                 Description                                      Page
Number
4.3      Option Agreements between the Corporation and David Caulfield     *
         dated February 15, 1999
4.4      Option Agreements between the Corporation and Jack Miller dated   *
         February 15, 1999
4.5      Option Agreements between the Corporation and Gary Paulson        *
         dated February 15, 1999
4.6      Option Agreement between the Corporation and Jason Weber dated    *
         February 5, 2000
4.7      Escrow Agreement between the Corporation and Henry Awmack, Mark   *
         E. Baknes, and David A. Caulfield dated January 15, 1999
4.8      Joint Venture/Option Agreement between Western Keltic Mines,      *
         Ltd., Barrick Gold Corporation and Rimfire Minerals Corporation
         dated May 21, 1999
4.9      Exploration and Option Agreement between Western Keltic Mines     *
         Alaska, Inc. and Barrick Gold Corporation dated August 25, 1999
4.10     Property Agreement between Rimfire Minerals Corporation and       *
         Kohima Pacific Gold Corporation dated March 1, 2000
4.11     Property Agreement between Rimfire Minerals Corporation and       *
         Rockie Saliken/Neil DeBock dated July 31, 1997
4.12     Option Agreement between Boliden (Westmin) and Rimfire            *
         Minerals Corporation dated July 1, 1998 and amended October 11,
         2000
4.13      Letter of Agreement between Equity Engineering Ltd. and         **
          Rimfire Minerals Corporation dated April 30, 2000
4.14      Letter of Agreement between Western Keltic Mines Inc. and       **
          Rimfire Minerals Corporation dated June 24, 1998
4.15      Management Agreement between Equity Engineering Ltd. and        **
          Rimfire Minerals Corporation dated March 1, 1999
4.16      Property Option Agreement between Rimfire Minerals             ***
          Lorne Warren Corporation, and John Mirko dated May 17, 2001
4.17      Option Agreement between Rimfire Minerals Corporation and     ****
          First Au Strategies Corporation dated March 1, 2002
4.18      Exploration, Development and Mine Operating Agreement between ****
          Anglogold (USA) Exploration Inc. and Rimfire Alaska, Ltd.
          Eagle Project, Goodpaster Mining District
4.19      Exploration, Development and Mine Operating Agreement between ****
          Anglogold (USA) Exploration Inc. and Rimfire Alaska, Ltd.
          ER-Ogo-Fire Project, Goodpaster Mining District
4.20      Option and Joint Venture Agreement between Homestake Canada  *****
          Inc. and Rimfire Minerals Corporation dated April 23, 2002
4.21      Agreement of Purchase and Sale between Lorne Warren, John       96
          Mirko and Rimfire Minerals Corporation dated June 25, 2002
4.22      Property Option Agreement between Rimfire Minerals Corporation 102
          and Plutonic Capital Corporation dated October 28, 2002
4.23      Property Option Agreement between Rimfire Minerals Corporation 133
          and Stikine Gold Corporation dated December 18, 2002
4.24      Option Agreement amendment between Rimfire Minerals            159
          Corporation and Stikine Gold Corporation dated March 26, 2003
4.25      Addendum to Mining Joint Venture Agreement between Homestake   160
          Canada Inc. and Rimfire Minerals Corporation dated May 23, 2002
8.1       List of Subsidiary Companies of Rimfire Minerals Corporation    **
11.1      Corporate Governance Policy adopted November 20, 2002          164
11.2      Code of Ethics - Board of Directors dated January 31, 2003     167
11.3      Code of Ethics - Chief Executive Officer dated January 31,     168
          2003
Exhibit                 Description                                      Page
Number
11.4      Code of Ethics - Chief Financial Officer dated February 28,    170
          2003

*     Incorporated herein by reference to the exhibits as filed in connection
      with the Registrant's Form 20-F Registration Statement filed February 13,
      2001.

**    Incorporated herein by reference to the exhibits as filed in connection
      with the Registrant's Annual Report on Form 20-F filed July 31, 2001.

***   Incorporated herein by reference to the exhibits as filed in connection
      with the Registrant's Form 20-F dated November 15, 2001.

****  Incorporated herein by reference to the exhibits as filed in connection
      with the Registrant's Form 20-F dated March 21, 2002.

***** Incorporated herein by reference to the exhibits as filed in connection
      with the Registrant's Form 20-F dated June 28, 2002.





SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.


RIMFIRE MINERALS CORPORATION



By:       "David A. Caulfield"
David A. Caulfield
   President & Director


Date: June 20, 2003
















CERTIFICATIONS

I, David A. Caulfield, certify that:
1.   I have reviewed this annual report on Form 20-F of Rimfire Minerals
     Corporation;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual
     report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          annual report is being prepared;
     b.   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this annual report (the "Evaluation Date"); and
     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a.   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and
     b.   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.

Date: June 20, 2003

"DAVID A. CAULFIELD"
David A. Caulfield
President & Chief Executive Officer




CERTIFICATIONS

I, Dorothy G. Miller, certify that:
1.   I have reviewed this annual report on Form 20-F of Rimfire Minerals
     Corporation;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary
     to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period
     covered by this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual
     report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          annual report is being prepared;
     b.   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this annual report (the "Evaluation Date"); and
     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a.   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and
     b.   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and
     material weaknesses.

Date: June 20, 2003

"DOROTHY G. MILLER"
Dorothy G. Miller
Chief Financial Officer












RIMFIRE MINERALS CORPORATION

Consolidated Financial Statements
Years Ended January 31, 2003
and Auditors' Report












































Hay & Watson  CHARTERED ACCOUNTANTS
1822 West 2nd Avenue, Vancouver, B.C. V6J 1H9
Tel: (604) 732-1466  Fax:(604) 732-3133


AUDITORS' REPORT

To the Shareholders of
Rimfire Minerals Corporation

We have audited the consolidated balance sheets of Rimfire Minerals
Corporation as at January 31, 2003 and 2002 and the consolidated statements
of loss and deficit, of mineral property expenditures and of cash flows for
each of the years in the three year period ended January 31, 2003 (all
expressed in Canadian dollars).  These financial statements are the
responsibility of the company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian and United States
generally accepted auditing standards.  Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statements.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial positions of the
company as at January 31, 2003 and 2002 and the results of its
operations and of cash flows for each of the years in the three year
period ended January 31, 2003 in accordance with Canadian generally
accepted accounting principles.  As required by the Company Act,
British Columbia we report that, in our opinion, these principles
have been applied on a consistent basis.

Canadian generally accepted accounting principles vary in certain
significant respects from accounting principles generally accepted
in the United States of America.  The effect of the application of
United States generally accepted accounting principles on the net
loss for each year and total assets and shareholders' equity at the
end of each year in these consolidated financial statements is
summarized in Note 9 to the consolidated financial statements.

HAY & WATSON
Chartered Accountants
Vancouver, B.C.

March 21, 2003








RIMFIRE MINERALS CORPORATION

Consolidated Statements of Loss and Deficit
Years Ended January 31
(Expressed in Canadian Dollars)
                                                   2003      2002       2001
                                                                    (Restated)
Mineral Property Interests
 Revenue
   Option Proceeds                         $ 139,580   $  45,016     $  12,000
 Expenses
   Acquisition costs                         149,303      66,843        70,560
   Exploration expenditures                  223,972     170,861       313,226
   Exploration tax credits                   (57,655)    (13,335)      (51,368)
                                             315,620     224,369       332,418

Other
 Revenue
   Interest                                      8,576      13,955      23,788
   Project management fees                      18,644         --           --
   Other                                           450         --           --
                                                27,670      13,955      23,788
 Expenses
   Accounting and legal                         42,744      59,057      39,669
   Depreciation                                  5,628       5,457       6,929
   Investor services                            52,991      33,311      37,827
   Management services                          57,354      54,567      64,313
   Non employee option compensation              2,560         --           --
   Office                                       35,073      22,633      15,421
   Rent                                         34,642      35,834      31,641
   Salaries and support services                67,984      61,860      66,971
   Telephone and fax                             3,135       2,350       1,603
   Travel and entertainment                     22,482      14,148      19,107
                                               324,593     289,217     283,481

Loss Before Write Down                         472,963     454,615     580,111

Write Down of Marketable Securities             24,100      17,000      26,000
Net Loss                                       497,063     471,615     606,111

Deficit, Beginning of Year
   Previously reported                       2,347,169     615,896     314,477
   Mineral property costs previously
         capitalized                               --    1,259,658     954,966
   Restated                                  2,347,169   1,875,554   1,269,443

Deficit, End of Year                       $ 2,844,232 $ 2,347,169 $ 1,875,554

Loss Per Share                                $   0.04    $   0.05    $   0.08








RIMFIRE MINERALS CORPORATION

Consolidated Balance Sheets
January 31
(Expressed in Canadian Dollars)



                                                      2003           2002
ASSETS
Current
   Cash                                         $   916,042    $   374,568
   Marketable securities                             40,900         33,000
   Accounts receivable                              121,055         29,193
   Prepaid expenses                                  10,285            --
                                                  1,088,282        436,761

Office and Computer Equipment, less accumulated
   depreciation of $ 21,971 (2002 - $16,343)         18,075         17,298
Project Deposits (Note 4)                            13,100            --
Deferred Compensation Expense (Note 5)               10,240            --
Mineral Property Interests (Note6)                      --             --

                                              $   1,129,697    $   454,059

LIABILITIES
Current
   Accounts payable and accruals                 $   22,604     $   32,980
   Payable to related party (Note 8)                 24,059         20,275
                                                     46,663         53,255

Deferred Compensation                                10,240            --

                                                     56,903         53,255

SHAREHOLDERS' EQUITY
Share Capital (Note 7)                            3,914,466      2,747,973
Non Employee Option Compensation (Note 5)             2,560            --
Deficit                                          (2,844,232)    (2,347,169)
                                                  1,072,794        400,804

                                              $   1,129,697    $   454,059


APPROVED BY THE BOARD

"David A. Caulfield"   Director

"Henry J. Awmack"   Director








RIMFIRE MINERALS CORPORATION

Consolidated Statement of Cash Flows
Years Ended January 31
(Expressed in Canadian Dollars)

                                            2003         2002          2001
                                                                    (Restated)
Cash Flows Used for Operating Activities
      Other
 Cash paid to suppliers and employees  $ (407,062)   $ (268,481)   $ (235,060)
 Repayment of advances from related party   3,784         6,069        (2,653)
 Revenue received                          12,158        13,955        23,788
      Mineral property interest costs
 Acquisition costs                        (70,553)      (24,076)      (41,395)
 Exploration costs                       (224,917)     (169,916)     (313,226)
 Exploration tax credits                   52,246        51,368        76,463
 Mineral property interest
  option proceeds                         107,580        20,000             --
                                         (526,764)     (371,081)     (492,083)

Cash Flows Used for Investing Activities
 Project deposits                         (13,100)          --          5,000
 Purchase of office and computer equipment (6,405)       (3,686)       (2,318)
                                          (19,505)       (3,686)        2,682

Cash Flows From Financing Activities
 Common shares issued for cash          1,139,583       386,800       540,100
 Share issue costs                        (51,840)      (41,283)      (45,906)
                                        1,087,743       345,517       494,194

Increase (Decrease) in Cash               541,474       (29,250)        4,793
Cash, Beginning of Year                   374,568       403,818       399,025

Cash, End of Year                     $   916,042   $   374,568   $   403,818

Supplemental Information on Non-Cash Transactions
 Mineral property interest acquisition  $ (78,750)    $ (43,750)    $ (29,165)
 Shares issued for acquisition of
   mineral property interests              78,750        43,750        29,165
 Marketable securities received           (32,000)      (26,000)      (12,000)
 Mineral property interest option proceeds 32,000        26,000        12,000
 Write down of marketable securities       24,100        17,000        26,000
 Reduction in carrying value of marketable
   securities                             (24,100)      (17,000)      (26,000)












RIMFIRE MINERALS CORPORATION

Consolidated Statements of Mineral Property Expenditures
Years Ended January 31
(Expressed in Canadian Dollars)

                       Adam         Fer           RDN       Simpson      Thorn

Acquisition Costs    $   -       $ 3,717      $  25,000    $   -        $  -
Exploration Expend.      -        13,844        395,609        -           -
Exploration Tax Credits   -           -        (121,086)       -           -
Option Proceeds           -           -             -          -           -
Net expenditures, year
ended January 31, 2000    -       17,561        299,523        -           -

Acquisition Costs         -           -          18,283        -        50,033
Exploration Expend.       -        1,394          5,962        -       281,373
Exploration Tax Credits   -           -          (1,081)       -       (49,598)
Option Proceeds           -           -             -          -            -
Net expenditures, year
ended January 31, 2001    -        1,394        23,164         -       281,808

Acquisition Costs         -           -             -          -        36,250
Exploration Expend.       -           -         18,291         -        12,850
Exploration Tax Credits   -           -         (3,434)        -        (2,350)
Option Proceeds           -           -        (19,016)        -            -
Net expenditures, year
ended January 31, 2002    -           -         (4,159)        -        46,750

Acquisition Costs       2,254         -          3,494       7,934      37,111
Exploration Expend.    50,988      4,801         5,960      34,977       3,741
Exploration Tax Credits  (749)        -         (1,159)    (15,000)       (669)
Option Proceeds           -           -        (50,000)        -       (47,000)
Net expenditures, year
ended January 31, 2003 52,493      4,801       (41,705)     27,911      (6,817)


Cumulative net expenditures,
 January 31, 1999         -       68,462       521,357         -           -

Cumulative net expenditures,
 January 31, 2003      52,493     92,218       798,180      27,911      321,741
Write-downs and
abandonment               -           -            -           -           -

Net mineral property costs,
 January 31, 2003    $ 52,493    $92,218    $  798,180    $ 27,911    $ 321,741










RIMFIRE MINERALS CORPORATION

Consolidated Statements of Mineral Property Expenditures
Years Ended January 31
(Expressed in Canadian Dollars)

                      Tide    William's Gold   Alaska       Other       Total
Acquisition Costs   $    -     $      -      $ 8,855      $     -     $ 37,572
Exploration Expend.      -            -       12,047        11,646     433,146
Exploration Tax Credits  -            -           -         (2,027)   (123,113)
Option Proceeds          -            -      (67,000)           -      (67,000)
Net expenditures, year
ended January 31, 2000   -            -      (46,098)        9,619     280,605

Acquisition Costs        -            -        2,244            -       70,560
Exploration Expend.      -            -        5,091        19,406     313,226
Exploration Tax Credits  -            -           -           (689)    (51,368)
Option Proceeds          -            -      (12,000)           -      (12,000)
Net expenditures, year
ended January 31, 2001   -            -       (4,665)       18,717     320,418

Acquisition Costs       459      30,134           -             -       66,843
Exploration Expend.  39,094      63,471       12,116        25,039     170,861
Exploration Tax
Credits              (7,551)        -             -             -      (13,335)
Option Proceeds          -          -        (26,000)           -      (45,016)
Net expenditures, year ended
January 31, 2002     32,002      93,605      (13,884)       25,039     179,353

Acquisition Costs     3,835      89,473        2,192         3,010     149,303
Exploration Expend.   2,279       5,212       28,520        87,496     223,973
Exploration Tax Credits(285)       (884)          -        (38,910)    (57,655)
Option Proceeds      (2,000)    (10,000)     (30,580)           -     (139,580)
Net expenditures, year ended
January 31, 2003      3,829      83,801          132        51,596     176,041


Cumulative net expenditures,
 January 31, 1999        -          -         83,021        40,768     713,608
Cumulative net expenditures,
 January 31, 2003    35,831     177,406       18,506       145,739   1,670,025
Write-downs and
 abandonment             -          -         (6,290)     (145,739)   (152,029)
Net mineral property costs,
 January 31, 2003  $ 35,831   $ 177,406     $ 12,216     $      -   $1,517,995












RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

1.   SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in
Canada, which conform in all material respects with accounting
principles generally accepted in the United States of America,
except as described in Note 11 to the consolidated financial
statements, and which include the following significant policies:

   Operations and Basis of Consolidation

The company was incorporated on May 7, 1991 as Bull Pine
Explorations Ltd. and commenced mineral exploration operations in
1991. The company changed its name to Rimfire Minerals
Corporation on November 4, 1997. The company's wholly-owned
subsidiary company, Rimfire Alaska, Ltd., which was incorporated
on August 19, 1998, conducts exploration of mineral properties
located in the United States of America.

These consolidated financial statements include the accounts of
the company and its wholly-owned United States subsidiary,
Rimfire Alaska, Ltd.

   Marketable Securities

Marketable securities are recorded at cost and are written down
to market value when declines in value are significant and permanent.

      Office and Computer Equipment

Office and computer equipment is recorded at cost. Depreciation
is recorded at annual rates considered adequate to amortize the
cost of the assets over their estimated useful lives as follows:

   Computer software   100%
   Computer equipment   30%
   Office equipment and furniture   20%

   Mineral Property Interests

The company's mineral property interests are composed of mineral
properties owned by the company and rights to ownership of
mineral properties, which the company can earn through cash or
share payments, incurring exploration expenditures and
combinations thereof. The company's property ownership and rights
to property ownership are described in Note 6.





RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

   Mineral Property Interests (continued)

The company accounts for its mineral property interests whereby
all acquisition and exploration costs are charged to expense as
incurred (Note 2) and all property sales and option proceeds
received are credited to income. When the existence of a mineral
reserve on a property has been established, future acquisition,
exploration and development costs will be capitalized for that
property. After commercial production on the property commences,
the net capitalized costs will be charged to future operations
using the unit of production method based on estimated
recoverable reserves on the property.

The company adopted this method of accounting for its mineral
properties as of January 31, 2002 (Note 2).

Share-Based Compensation

No compensation expense is recognized when shares or options to
purchase shares are issued to employees or directors. Where
shares or options to purchase shares are issued to non-employees
in return for goods or services, the fair value of those options
issued are recognized as an expense in the period in which the
goods or services are received. The consideration received on the
exercise of share options is credited to share capital.

Income Taxes

The company follows the liability method of accounting for income
taxes. Using this method, income tax liabilities and assets are
recognized for the estimated tax consequences attributable to
differences between the amounts reported in the financial
statements of the company and their respective tax bases, using
enacted income tax rates. The effect of a change in income tax
rates on future tax liabilities and assets is recognized in
income in the period in which the change occurs. A future income
tax asset is recorded when the probability of the realization is
more likely than not.

   Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies
are translated into Canadian dollars at the rate of exchange
prevailing at the balance sheet date. Non-monetary assets and
liabilities are translated using historical rates. Revenue and
expense items are translated at exchange rates prevailing at the
time of the transaction. Foreign exchange gains and losses are
included in the determination of income.

RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

1.   SIGNIFICANT ACCOUNTING POLICIES (continued)

   Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
about future events that affect the reported amount of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from these estimates.

2.       RESTATEMENT

On January 31, 2002 the Company decided to adopt the method of accounting for
its mineral property interests described in Note 1. The company had previously
accounted for its mineral property interests whereby costs relative to the
acquisition, exploration and development of these interests were capitalized
by property. All sales and option proceeds received were first credited against
the costs of the related property, with any excess credited to earnings. No
gains or losses were recognized on the partial sale or dispositions of
properties except in circumstances which result in significant dispositions of
reserves. Once commercial production had commenced, these net costs were to be
charged to future operations using the unit-of-production method based on
estimated recoverable reserves by property. The net costs related to abandoned
properties were charged to earnings. The Company restated its previously
reported financial statements as follows:

     Mineral property interests decreased by   $(1,259,658)
     Deficit increased by   1,259,658
     Net loss increased by   304,692
     Loss per share increased by                    0.04

3.   MARKETABLE SECURITIES
                                                    2003           2002
Blackstone Ventures Inc. - 20,000 shares        $  6,000     $    6,000
First Au Strategies Corp. - 100,000 shares        32,000             --
Hyder Gold Inc. - 150,000 shares                  18,000         18,000
Western Keltic Mines Inc. - 200,000 shares        52,000         52,000
                                                 108,000         76,000
Less write-down to estimated market value        (67,100)       (43,000)

                                                $ 40,900     $   33,000

4.   PROJECT DEPOSITS

Project deposits represent term deposits in favour of regulatory authorities
held as a site restoration deposits. During the year a reclamation bond in the
amount of $3,500 was deposited for the Tide property for a planned exploration
program and a reclamation bond in the amount of $9,600 was deposited for the
Thorn property for a drilling program. The Tide program was cancelled and an
application has been made for the return of the deposit.
RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

5.   DEFERRED COMPENSATION EXPENSE

The Company granted an officer who is not an employee an option, expiring on
February 22, 2007, to purchase 20,000 shares at $0.35 per share. The fair value
of this option was calculated using the Black-Scholes option pricing model, with
the following assumptions, for the purpose of determining the compensation
expense which will be recognized on a straight line basis over the term of the
option:
       Volatility   213 %
       Risk-free interest rate    3.38 %
       Expected life   5 years

6.   MINERAL PROPERTY INTERESTS

Expenditures on mineral property interests during the years ended
January 31 were:
                                                    2003             2002

   Acquisition Costs                         $   149,303        $  66,843

   Exploration Costs
     Aircraft and helicopter                      46,257           14,239
     Camp                                          6,714            4,166
     Chemical analysis                             6,385            5,103
     Communications                                2,486            2,128
     Drafting                                      4,285           11,997
     Equipment rental                                135               70
     Freight                                       1,725            1,722
     Geological and engineering                   82,984           77,298
     Maps and reproduction                         6,034            8,193
     Materials                                     1,308              559
     Project management                           19,178           14,868
     Recording and filing                         32,952           13,277
     Support services                              3,831            7,741
     Travel                                        5,274            5,458
     Vehicle rentals                               4,425            4,042

                                                 223,973          170,861
     Exploration tax credits/grants              (57,655)         (13,335)

                                                 166,318          157,526

   Option Proceeds                              (139,580)         (45,016)

Cumulative Net Expenditures, Beginning of Year 1,493,984        1,314,631

Cumulative Net Expenditures, End of Year     $ 1,670,025      $ 1,493,984

The analysis of these expenditures by property or interest is reported in the
Statements of Mineral Property Expenditures.

RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

The company's mineral property interest commitments are:

   RDN Claims, British Columbia

On July 31, 1997, the company acquired a one-third interest in the RDN mineral
claims from Equity Engineering Ltd. (Note 6) for a price of $150,000. The
company also acquired the remaining two-thirds interest in the RDN mineral
claims, subject to a 1.34% net smelter return royalty, by completing the
exploration expenditure and share issue requirements in an option agreement
dated July 31, 1997, as amended on October 8, 1998. The company may purchase
one-half of the net smelter royalty for $666,666.

On April 23, 2002, the company signed a Mining Joint Venture Agreement with
Homestake Canada Inc. ("Homestake"), which provided that Homestake can earn a
75% interest in the property on completion of the following:

Incur exploration expenditures of
 .  not less than $300,000 during 2002
 .  not less than an aggregate of $1,500,000 on or before
December 31, 2005

Cash payments of:
 .  $25,000 upon execution of the agreement (received)
 .  $25,000 on or before December 31, 2002 (received)
 .  $25,000 on or before December 31, 2003 and of each year thereafter
     until Homestake has earned the 75% interest

After Homestake has earned the 75% interest, but prior to a positive decision
to mine, it will continue to incur exploration expenditures of at least
$500,000 per year or make payments to the Company of $50,000 per year. The
Company will not be obligated to contribute to exploration expenditures prior
to a positive decision to mine.

   FER Claims, Yukon

Under an agreement with Boliden Limited ("Boliden") dated July 1, 1998, as
amended October 28, 1999 and October 11, 2000, the company can earn up to an
85% interest in the FER claims. The company has earned a 51% interest in the
claims and can elect to earn an additional 34% interest, for an aggregate 85%
undivided interest, as follows:

 .  Incurring cumulative exploration expenditures of $200,000
    by December 31, 2003 to earn a 60% interest
 .  Incurring cumulative exploration expenditures of $1,000,000
    by December 31, 2005 to earn an 80% interest
 .  Incurring cumulative exploration expenditures of $1,500,000
    by December 31, 2006 to earn an 85% interest
 .  Paying Boliden $50,000 in cash or the equivalent value in
    common shares of the company on earning the 85% interest
RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

   FER Claims, Yukon (continued)

After the company earns the 85% interest, the company and Boliden will enter
into a joint venture for the further development of the claims. If either
party's interest subsequently decreases to below 7.5%, that party's interest
will be automatically converted to a net smelter royalty return interest of 2%.

   Thorn Property, British Columbia

On March 1, 2000 the company entered into an agreement with Kohima Pacific Gold
Corp. ("Kohima") to earn a 100% interest in the Thorn mineral property, subject
to a 3.5% net smelter return. The company will earn its interest on completion
of the following:

Cash payments of:
 .  $15,000 upon signing (paid)
 .  $15,000 on December 1, 2000 (paid)
 .  $10,000 on March 1, 2001 (paid)
 .  $15,000 on March 1, 2002 (paid)
 .  $25,000 on March 1, 2003(paid)
 .  $50,000 on March 1, 2004
 .  $100,000 on March 1, 2005

Exploration expenditures of $50,000 by March 1, 2001 (completed)

Share issues of:
 .  50,000 common shares upon signing (issued)
 .  50,000 common shares on March 1, 2001 (issued)
 .  25,000 common shares on September 1, 2001 (issued)
 .  25,000 common shares on March 1, 2002 (issued)
 .  25,000 common shares on September 1, 2002 (issued)
 .  25,000 common shares on March 1, 2003(issued)

The company will issue an additional 200,000 shares upon
commencement of commercial production from the property. The
company can purchase 2% of Kohima's underlying net smelter return
for $3,000,000.

On March 1, 2002, the company granted First Au Strategies Corporation ("First
Au") an option to earn a 51% interest in the Thorn property on completion of
the following:

Exploration expenditures of at least
 .  $300,000 on or before March 1, 2003 (completed)
 .  an aggregate of $700,000 on or before March 1, 2004
 .  an additional $500,000 on or before March 1, 2005



RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

   Thorn Property, British Columbia (continued)

Cash payments of:
 .  $15,000 on regulatory approval of the agreement (received)
 .  $25,000 on or before March 1, 2003 (received)
 .  $50,000 on or before March 1, 2004
 .  $100,000 on or before March 1, 2005

Issuing to the Company
 .  100,000 common shares on regulatory approval (received)
 .  50,000 common shares on or before March 1, 2003 (received)
 .  50,000 common shares of First Au on or before March 1, 2004
 .  50,000 common shares of First Au on or before March 1, 2005

The Company and First Au will enter into a formal joint venture agreement for
further development of the property after First Au has earned the 51% interest.

   William's Gold Property, British Columbia

This property was formerly known as the "Bill Property". On May 17, 2001 the
company entered into an option to earn a 100% interest in the property, subject
to a 2.5% net smelter return. On June 25, 2002, the Company subsequently
acquired half of the interest and the net smelter return in the William's Gold
Property pursuant to another agreement by issuing 75,000 common shares. The
Company will earn the remaining 50% interest on completion of the following:

Cash payments of:
 .  $10,000 upon signing (paid)
 .  $15,000 on May 1, 2002 (paid)
 .  $12,500 on May 1, 2003
 .  $20,000 on May 1, 2004

Share issues of:
 .  25,000 common shares upon signing (issued)
 .  25,000 common shares on December 31, 2001 (issued)
 .  25,000 common shares on December 31, 2002 (issued)
 .  25,000 common shares on December 31, 2003
 .  25,000 common shares on December 31, 2004

The Company will issue an additional 50,000 common shares upon commencement of
commercial production from the property. The company can purchase 1.5% of the
net smelter return for $2,000,000.

On December 18, 2002, the company granted Stikine Gold Corporation ("Stikine")
an option to earn a 70% interest in the property on completion of the
following:



RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

   William's Gold Property, British Columbia (continued)

Incur expenditures of at least:
 .  $125,000 on or before December 31, 2002 (completed)
 .  an additional $300,000 on or before December 31, 2003
 .  an additional $350,000 on or before December 31, 2004
 .  an additional $725,000 on or before December 31, 2005

Issue to the company:
 .  100,000 common shares on or before June 15, 2003
 .  50,000 common shares on or before June 15, 2004
 .  $50,000 or the equivalent in common shares on or before June 15, 2005
 .  $50,000 or the equivalent in common shares on or before June 15, 2006

Cash payments of:
 .  $10,000 upon signing of the agreement (received)
 .  $25,000 on or before May 1, 2003
 .  $40,000 on or before May 1, 2004

Once Stikine earns a 70% interest in the property, it will spend $500,000
annually on exploration or engineering expenditures on the property or make a
cash payment of $50,000 (or issue an equivalent number of shares) to the
Company.

   Tide Property, British Columbia

On July 10, 2001 the company purchased the Tide mineral property from Newmont
Canada Limited for $10 and an agreement to give Newmont Canada Limited a three
year right of first refusal to re-acquire the property if the company decides
to assign, transfer for dispose of its interest to a third party, and a 1.5%
net smelter royalty in the event the property becomes commercially feasible to
mine.

On October 28, 2002, the company granted Plutonic Capital Corp. ("Plutonic") an
option to earn a 51% interest in the property on completion of the following:

Cash payments of:
 .  $2,000 upon signing of the agreement (received)
 .  $13,000 upon regulatory approval
 .  $15,000 on or before July 24, 2003
 .  $25,000 on or before July 24, 2004
 .  $35,000 on or before July 24, 2005
 .  $40,000 on or before July 24, 2006

Issue to the company or pay, at the election of Plutonic,:
 .  50,000 common shares or $20,000 on or before July 24, 2003
 .  50,000 common shares or $35,000 on or before July 24, 2004
 .  50,000 common shares or $60,000 on or before July 24, 2005
..  50,000 common shares or $85,000 on or before July 24, 2006
RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

   Tide Property, British Columbia (continued)

Incur expenditures of at least:
 .  $185,000 on or before July 24, 2003
 .  an additional $250,000 on or before July 24, 2004
 .  an additional $400,000 on or before July 24, 2005
 .  an additional $600,000 on or before July 24, 2006

Newmont has waived their right of first refusal on this transaction.

   Adam Property, British Columbia

In April 2002 the Company acquired the Adam Property by staking 3 claims
comprising 60 units. The company conducted a sampling and mapping program
during August 2002 to fulfill the assessment work requirement to keep these
claims in good standing after April 2003.

   ER-Ogo-Fire claims, Alaska

Pursuant to the terms of an agreement dated August 30, 2001 with Engineer Mining
Corp., the company, through Rimfire Alaska, Ltd., acquired a 100% interest in
the ER property.

On January 30, 2002 the company, through Rimfire Alaska, Ltd., signed an
exploration, development and mine operating agreement with Anglogold (U.S.A)
Exploration Inc. ("Anglogold") whereby Anglogold can earn a 50% interest in the
ER-Ogo-Fire property on completion of the following:

Exploration expenditures of :
 .  no less than minimum state claim assessment requirements plus claim fees
    required in 2002 on or before January 30, 2003 (completed)
 .  an additional $50,000 USD by January 30, 2004
 .  an additional $75,000 USD by January 30, 2005, and
 .  the difference between all earn-in exploration expenses and $400,000 USD
    in total by January 30, 2006

Cash payments of:
 .  $5,000 USD upon signing (received)
 .  $5,000 USD on January 30, 2003 (received)
 .  $15,000 USD on January 30, 2004
 .  $25,000 USD on January 30, 2005
 .  $50,000 USD on January 30, 2006

Anglogold may increase its interest in the property to 70% by incurring an
additional $500,000 USD in exploration expenditures.




RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

6.   MINERAL PROPERTY INTERESTS (continued)

   Eagle Claims, Alaska

On January 30, 2002 the company, through Rimfire Alaska, Ltd., signed an
exploration, development and mine operating agreement with Anglogold (U.S.A)
Exploration Inc. ("Anglogold") whereby Anglogold can earn a 50% interest in
the Eagle property on completion of the following:

Exploration expenditures of :
 .  no less than minimum state claim assessment requirements plus claim fees
    required in 2002 on or before January 30, 2003 (completed)
 .  an additional $50,000 USD by January 30, 2004
 .  an additional $75,000 USD by January 30, 2005, and
 .  the difference between all earn-in exploration expenses and $400,000 USD
    in total by January 30, 2006

Cash payments of:
 .  $5,000 USD upon signing (received)
 .  $5,000 USD on January 30, 2003 (received)
 .  $15,000 USD on January 30, 2004
 .  $25,000 USD on January 30, 2005
 .  $50,000 USD on January 30, 2006

Anglogold may increase its interest in the property to 70% by incurring an
additional $500,000 USD in exploration expenditures.

   California and Surf claims, Alaska

The company, through Rimfire Alaska Inc., holds a 30% joint venture interest in
these properties. The joint venture partner, Western Keltic Mines Inc.,
exercised an option to increase its interest from 50% to 70% by issuing 100,000
shares to the company and incurring exploration expenditures of $500,000 on or
before December 31, 1999 and a further $500,000 on or before December 31, 2000.

The company also granted Western Keltic Mines Inc. a second option to increase
its interest from 70% to 80% which it has now relinquished.














RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

7.   SHARE CAPITAL

   Authorized
     100,000,000 common shares without par value
   Issued and fully paid
                                  Number of
                                    Shares              Amount

January 31, 1998                   1,310,002       $    146,593
  Issued for cash
   Common shares                   2,093,373            564,010
   Flow-through common shares        549,250            219,700
  Issued for mineral property         50,000             12,500

January 31, 1999                   4,002,625            942,803
  Issued for cash on initial
  public offering, net of share
  issue costs of $182,456          2,000,000            817,544
  Issued for services rendered
  on initial public offering         100,000             50,000
  Issued for mineral property         50,000             25,000

January 31, 2000                   6,152,625          1,835,347
  Issued for cash
   Common shares, net of share
   issue costs of $36,446         1,100,333             293,654
   Flow-through common shares, net
   of share issue costs of $9,460   600,000             200,540
  Issued for mineral property        83,330              29,165

January 31, 2001                  7,936,288           2,358,706
  Issued for cash
   Common shares, net of share
   issue costs of $40,764         1,242,000             286,036
   Flow-through common shares, net
   of share issue costs of $519     150,000              59,481
  Issued for mineral property       125,000              43,750

January 31, 2002                  9,453,288           2,747,973
  Issued for cash
   Common shares, net of share
   issue costs of $49,661        2,561,333              987,923
   Flow-through common shares, net
   of share issue costs of $1,869  170,000              100,131
  Issued for mineral property, net
  of share issue costs of $311     150,000               78,439

January 31, 2003                12,334,621          $ 3,914,466



RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

7.   SHARE CAPITAL (continued)

The following options and warrants to purchase shares were outstanding as at
January 31, 2003:

  Description                 Number        Issue Price         Expiry
                            of Shares        Per Share           Dates

Directors' options          600,000            $0.25          March 2, 2006
                             75,000            $0.60       January 15, 2008
Employee's options          100,000            $0.25          March 2, 2006
                             50,000            $0.60        January 9, 2005
Officer's options            20,000            $0.35      February 22, 2007
Share purchase warrants    1,075,000           $0.40            May 1, 2003
Share purchase warrants      170,000           $0.75           July 3, 2003
Share purchase warrants       75,000           $0.45          July 17, 2003
Share purchase warrants    1,100,000           $0.45         April 15, 2004

Subsequent to year end, the company received regulatory approval for an option
to purchase 50,000 shares, exercisable at $0.60 per share and expiring on
January 9, 2005, to an employee and an option to purchase 75,000 shares,
exercisable at $0.60 per share and expiring on January 15, 2008, to a director.

8.   RELATED PARTY

The company's mineral property evaluation and exploration projects are
managed by Equity Engineering Ltd., a company indirectly owned and operated by
officers and significant shareholders of the company.  Balances payable to
Equity Engineering Ltd. for fees and reimbursement of costs incurred on
behalf of the company have been separately disclosed as "Payable to Related
Party". Fees charged to the company by Equity Engineering Ltd. are on the same
basis as those charged by that company to unrelated third parties.

9.   INCOME TAXES

The company has incurred losses for income tax purposes of $ 1,287,378 which
can be carried forward to reduce taxable income in future years.  If unused,
these losses will expire as follows:

      2004   $            35
      2005             5,994
      2006            33,950
      2007           260,195
      2008           297,853
      2009           322,057
      2010           367,203

                 $ 1,287,378



RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

   9.   INCOME TAXES (continued)

The company has other deductions of $1,011,269 which, subject to certain
restrictions, can be used to reduce taxable incomes in future years.

The potential benefits of these losses and deductions have not been recognized
in these consolidated financial statements.

10.   FINANCIAL INSTRUMENTS

The carrying values of cash, marketable securities, accounts receivable and
accounts payable on the balance sheet approximate their fair values.


11.   DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
      CANADA AND THE UNITED STATES

These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP"). Accounting
principles under Canadian GAAP which differ in certain respects from United
States generally accepted accounting principles ("U.S. GAAP") are:


(a)   Stock-based compensation

    The Financial Accounting Standards Board in the U.S. has issued Statement
    of Financial Accounting Standards No. 123 "Accounting for Stock-Based
    Compensation". As permitted by the statement, the company has elected to
    continue measuring stock-based compensation costs for employees using the
    intrinsic value based method of accounting.

    Under the intrinsic value method, compensation cost is the excess, if any,
    of the quoted market value of the stock at grant date over the amount an
    employee or director must pay to acquire the stock. As the exercise prices
    of options granted by the company to employees and directors approximate
    market value at the grant date, the company has determined that this
    accounting policy does not result in a Canadian/U.S. GAAP difference.

(b)   Flow-through shares

    The Financial Accounting Standards Board has also issued Statement of
    Financial Accounting Standards No. 109 "Accounting for Income Taxes".
    This statement requires the proceeds from shares issued pursuant to a flow-
    through offering to be allocated between the offering of shares and the
    sale of tax benefits, such as the renunciation of exploration expenditures
    to shareholders. The sale of tax benefits is to be recorded as a deferred
    tax liability until the related asset is amortized or sold.  Under
    Canadian GAAP, this difference is recorded as a cost of issuing the shares.



RIMFIRE MINERALS CORPORATION

Notes to Consolidated Financial Statements
January 31, 2003
(Expressed in Canadian Dollars)

11.   DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
      CANADA AND THE UNITED STATES (continued)

(c)   Earnings per share

    The weighted average number of shares outstanding used in the calculation
    of earnings per share under Canadian GAAP includes shares held in escrow.
    These shares are excluded in the calculation under U.S. GAAP.

(d)   Reconciliation

    The effect of the differences between Canadian GAAP and U.S. GAAP on the
    consolidated financial statements is summarized as follows:

                                                      2003                2002

  (i) Shareholders' Equity
        Shareholders' equity under Canadian GAAP  $ 1,077,669        $ 400,804
        Deduct deferred income tax liability          (80,125)         (62,425)

        Shareholders' equity under U.S. GAAP      $   997,544        $ 338,379

  (ii) Loss Per Share                          2003          2002        2001
         Weighted average number of shares
           Under Canadian GAAP              11,370,912    8,998,023   7,137,329
           Escrow shares                       397,365      570,675     570,675
           Under U.S. GAAP                  11,768,277    8,427,348   6,566,654

         Loss Per Share under U.S. GAAP       $  0.04       $  0.06     $  0.09

12.   ENVIRONMENTAL

The company's mining and exploration activities are subject to various federal,
provincial and state laws and regulations governing the protection of the
environment.  These laws and regulations are continually changing and generally
becoming more restrictive.  The company conducts its operations so as to
protect public health and the environment and believes its operations are
materially in compliance with all applicable laws and regulations.  The company
has made, and expects to make in the future, expenditures to comply with such
laws and regulations.  The ultimate amount of reclamation and other future
site restoration costs to be incurred for existing mining interests is
uncertain.