ANOORAQ RESOURCES CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002, 2001 AND 2000
(Expressed in Canadian Dollars)


<PAGE>


ANOORAQ RESOURCES CORPORATION
Consolidated Balance Sheets
Expressed in Canadian dollars)

<table>
                                                                               As at October 31
                                                                 ----------------------------------------
                                                 note                       2002                    2001
---------------------------------------------------------------------------------------------------------

                                              <c>           <c>                     <c>
Assets

Current assets
   Cash and equivalents                                        $       3,005,236       $       2,107,921
   Amounts receivable                              4                     310,423                 378,062
   Prepaid expenses                                                       53,035                  30,512
---------------------------------------------------------------------------------------------------------
                                                                       3,368,694               2,516,495

Amounts receivable                                 4                     119,285                 116,000
Equipment                                          5                      37,627                  55,826
Mineral property interests                         6                   4,200,000               4,200,001
---------------------------------------------------------------------------------------------------------
                                                               $       7,725,606       $       6,888,322
=========================================================================================================


Liabilities and Shareholders' Equity

Current liabilities
   Accounts payable and accrued liabilities       8(b)          $         92,114      $         230,305
---------------------------------------------------------------------------------------------------------

Shareholders' equity
   Share capital                                   7                  20,048,474              16,708,903
   Deficit                                                           (12,414,982)            (10,050,886)
---------------------------------------------------------------------------------------------------------
                                                                       7,633,492               6,658,017

Continuing operations                              1
Subsequent events                                 7,12

---------------------------------------------------------------------------------------------------------
                                                               $       7,725,606      $        6,888,322
=========================================================================================================
</table>


See accompanying notes to consolidated financial statements


Approved by the Board of Directors

/s/ Ronald W. Thiessen                                    /s/ Jeffrey R. Mason

Ronald W. Thiessen                                       Jeffrey R. Mason
Director                                                 Director

<PAGE>

ANOORAQ RESOURCES CORPORATION
Consolidated Statements of Operations
(Expressed in Canadian Dollars)

<table>
                                                                          Years ended October 31
                                                         --------------------------------------------------------
                                                 note               2002                2001                2000
-----------------------------------------------------------------------------------------------------------------

                                              <c>
Revenue
   Interest                                              $        38,341    $         40,982    $         48,783
-----------------------------------------------------------------------------------------------------------------

Expenses
   Conference and travel                                         119,392              75,990              62,943
   Consulting                                                    193,902              23,785              19,893
   Depreciation                                                    1,461               1,345               4,289
   Exploration (statement)                                       976,087           1,444,583           3,511,612
   Foreign exchange (gain)                                       (23,740)                  0                   0
   Legal, accounting and audit                                    82,253              68,922              74,447
   Office and administration                                      73,039              29,854              29,020
   Property investigations                                             0              30,025              19,576
   Salaries and benefits                                         459,249             135,224              99,443
   Shareholders communications                                   500,039              42,055              48,085
   Trust and filing                                               20,755              27,071               7,430
-----------------------------------------------------------------------------------------------------------------
                                                               2,402,437           1,878,854           3,876,738

-----------------------------------------------------------------------------------------------------------------
Loss for the year                                       $     (2,364,096)   $     (1,837,872)   $     (3,827,955)
=================================================================================================================

Loss per share                                    2(g)  $          (0.08)   $         (0.11)    $          (0.29)
=================================================================================================================

Weighted average number of shares outstanding                 28,901,132          16,756,330          13,420,750
=================================================================================================================
</table>

<PAGE>

Consolidated Statements of Deficit
(Expressed in Canadian Dollars)
<table>
                                                                           Years ended October 31
                                                         --------------------------------------------------------
                                                                    2002                2001                2000
-----------------------------------------------------------------------------------------------------------------

                                                     <c>                 <c>                 <c>
Deficit, beginning of year                              $    (10,050,886)   $     (8,213,014)   $     (4,385,059)
Loss for the year                                             (2,364,096)         (1,837,872)         (3,827,955)
-----------------------------------------------------------------------------------------------------------------
Deficit, end of year                                    $    (12,414,982)   $    (10,050,886)   $     (8,213,014)
=================================================================================================================

</table>

See accompanying notes to consolidated financial statements

<PAGE>

ANOORAQ RESOURCES CORPORATION
Consolidated Statements of Exploration Expenses
(Expressed in Canadian Dollars)
<table>
                                                                          Years ended October 31
                                                         --------------------------------------------------------
                                                                    2002                2001                2000
-----------------------------------------------------------------------------------------------------------------

                                                     <c>                 <c>                  <c>
Assays and analysis                                     $         33,768    $         18,404     $       357,588
Drilling                                                          55,446                   0             392,999
Engineering                                                      159,584              83,332             338,883
Environmental and socioeconomic                                   42,701              38,409              41,061
Exploration advances                                                   0                   0              87,674
Geological and consulting                                        425,225             128,935             882,064
Graphics                                                          65,124              43,813             149,368
Property fees and assessments                                     39,143             347,038             384,409
Site activities                                                  100,914             681,102             607,202
Transportation                                                    54,182             103,550             270,364
-----------------------------------------------------------------------------------------------------------------
Incurred during the year, to statement of operations             976,087           1,444,583           3,511,612
Cumulative expenditures, beginning of year                     5,041,201           3,596,618              85,006
-----------------------------------------------------------------------------------------------------------------
Cumulative expenditures, end of year                    $      6,017,288    $      5,041,201     $     3,596,618
=================================================================================================================
</table>

See accompanying notes to consolidated financial statements



ANOORAQ RESOURCES CORPORATION
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars

<TABLE>


                                                                                 Years ended October 31
                                                                  ----------------------------------------------------------
Cash provided by (used for):                                                   2002                2001                2000
----------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>                 <C>
Operating activities
   Loss for the year                                              $      (2,364,096)  $      (1,837,872)  $      (3,827,955)
   Items not involving cash
       Depreciation                                                           1,461               1,345               4,289
       Depreciation included in exploration expenses                         16,738                   -                   -
       Mineral properties written off                                             1                   -                   -
       Shares issued for property option and
            assignment agreements                                                 -             255,000             342,975
   Changes in non-cash operating working capital
       Amounts receivable                                                    64,354              (2,785)           (211,362
       Prepaid expenses                                                     (22,523)                  -                   -
       Funds in trust                                                             -                   -             180,000
       Accounts payable and accrued liabilities                            (138,191)             28,110             134,725
----------------------------------------------------------------------------------------------------------------------------
                                                                         (2,442,256)         (1,556,202)         (3,377,328)
----------------------------------------------------------------------------------------------------------------------------

Investing activites
   Purchase of equipment                                                          -             (54,366)             (4,034)
----------------------------------------------------------------------------------------------------------------------------

Financing activities
   Issuance of common shares for cash, net of costs                       3,339,571           3,356,214           3,269,607
----------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and equivalents                                 897,315           1,745,646            (111,755)
Cash and equivalents, beginning of year                                   2,107,921             362,275             474,030
----------------------------------------------------------------------------------------------------------------------------

Cash and equivalents, end of year                                 $       3,005,236   $       2,107,931   $         362,275
============================================================================================================================


Supplementary information
Non-cash financing and investing activities:
   Shares issued for deferred mineral property
         acquisition costs                                        $               -   $       4,200,000   $               -
   Sale of equipment at net book value for
         settlement of related party debt                         $               -   $               -   $          43,271

----------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

ANOORAQ RESOURCES CORPORATION
Notes to Consolidated Financial Statements
Years ended October 31, 2002, 2001, and 2000
(Expressed in Canadian dollars)

1.   Continuing operations

     The  Company  is  incorporated in the  Province  of  British
     Columbia, Canada and its principal business activity is  the
     exploration  of mineral properties. The Company has  pursued
     mineral  property  interests  in  Canada,  Mexico  and   the
     Republic  of  South  Africa and is  currently  focusing  its
     attention on the Platreef Property, located on the  Bushveld
     Complex in South Africa (note 6).

     As  at  the date of these consolidated financial statements,
     the  Company  has  not yet identified a body  of  commercial
     grade  ore  on  any of its properties.  The ability  of  the
     Company  to  recover the costs it has incurred  to  date  on
     these properties is dependent upon the Company being able to
     identify  a  commercial ore body, to finance its exploration
     costs  and to address any environmental, regulatory or other
     issues  which  may  arise in the course  of  developing  the
     property.

     These  consolidated financial statements have been  prepared
     using  Canadian  generally  accepted  accounting  principles
     assuming  a  going concern. The Company has incurred  losses
     since  inception and the ability of the Company to  continue
     as  a  going  concern  depends upon its ability  to  develop
     profitable  operations, and to continue  to  raise  adequate
     financing.   These  financial  statements  do  not   reflect
     adjustments, which could be material, to the carrying values
     of  assets and liabilities which may be required should  the
     Company be unable to continue as a going concern.


2.   Basis of presentation and principles of consolidation

     These  financial statements are prepared in accordance  with
     Canadian generally accepted accounting principles ("GAAP").

     The  consolidated financial statements include the  accounts
     of  the  Company's wholly-owned Mexican and  Cayman  Islands
     subsidiaries,  and  Plateau Resources (Proprietary)  Limited
     ("Plateau")  located in the Republic of South Africa.    All
     material  intercompany balances and transactions  have  been
     eliminated.


3.   Significant accounting policies

     Cash and equivalents

     Cash and equivalents consist of cash and highly liquid
     investments, having maturity dates of three months or less
     from the date of purchase, that are readily convertible to
     known amounts of cash.

     Equipment

     Equipment  is carried at cost less accumulated depreciation.
     Depreciation  is  provided on a declining balance  basis  at
     various rates ranging from 15% to 30% per annum.

     Mineral property interests

     Exploration expenses incurred prior to determination of  the
     feasibility  of mining operations, periodic option  payments
     and  administrative expenditures are expensed  as  incurred.
     Mineral  property  acquisition  costs  and  exploration  and
     development   expenditures  incurred   subsequent   to   the
     determination  of the feasibility of mining  operations  are
     deferred  until the property to which they relate is  placed
     into production, sold, allowed to lapse or abandoned.

     Mineral   property  acquisition  costs  include   the   cash
     consideration  and the fair market value of  common  shares,
     based on the trading price of the shares, issued for mineral
     property  interests, pursuant to the terms of the agreement.
     These  costs  are amortized over the estimated life  of  the
     property following commencement of commercial production, or
     written  off  if the property is sold, allowed to  lapse  or
     abandoned or when an impairment of value has occurred.

     Share capital

     Common  shares  issued  for non-monetary  consideration  are
     recorded  at their fair market value based upon the  trading
     price of the Company's shares on the TSX Venture Exchange on
     the  date  of  the  agreement to issue  the  shares.   Costs
     incurred  to  issue  common shares are deducted  from  share
     capital.

     No  expense  is  recorded when share  purchase  warrants  or
     options   are   issued  for  services  rendered   or   other
     consideration.

     Income taxes

     The   Company  uses  the  asset  and  liability  method   of
     accounting  for  income taxes.  Under  this  method,  future
     income  tax  assets  and liabilities are computed  based  on
     differences  between  the carrying  amounts  of  assets  and
     liabilities on the balance sheet and their corresponding tax
     values, generally using the enacted or substantively enacted
     income tax rates expected to apply to taxable income in  the
     years  in which those temporary differences are expected  to
     be  recovered  or  settled.  Future income tax  assets  also
     result from unused loss carry forwards and other deductions.
     Future tax assets are recognized to the extent that they are
     considered  more  likely  than  not  to  be  realized.   The
     valuation  of  future  income tax  assets  is  adjusted,  if
     necessary,  by the use of a valuation allowance  to  reflect
     the estimated realizable amount.

     Loss per share

     Basic  loss  per  share is calculated by dividing  the  loss
     available  to  common shareholders by the  weighted  average
     number  of  common shares outstanding during the year.   For
     all  years  presented, loss available to common shareholders
     equals the reported loss.

     Diluted  loss  per share is not presented as the  effect  of
     including outstanding options and warrants in the  loss  per
     share calculation would be anti-dilutive.

     Fair value of financial instruments

     The  carrying  amounts  of  cash  and  equivalents,  amounts
     receivable  and  accounts  payable and  accrued  liabilities
     approximate  their  fair  values  due  to  their  short-term
     nature.

     Translation of foreign currencies

     All  of  the  Company's foreign operations  are  integrated.
     Monetary  assets and liabilities of the Company's integrated
     foreign  operations are translated into Canadian dollars  at
     exchange  rates in effect at the balance sheet  date.   Non-
     monetary assets and liabilities are translated at historical
     exchange  rates unless such items are carried at market,  in
     which  case  they  are translated at the exchange  rates  in
     effect  on  the balance sheet date.  Revenues and  expenses,
     except  depreciation, are translated at the average exchange
     rates  for  the period.  Depreciation is translated  at  the
     same exchange rate as the assets to which it relates.  Gains
     or losses on translation are expensed.

     Use of estimates

     The  preparation of financial statements in conformity  with
     Canadian  generally accepted accounting principles  requires
     management to make estimates and assumptions that affect the
     reported   amounts  of  assets  and  liabilities   and   the
     disclosure of contingent assets and liabilities at the  date
     of  the  financial statements, and the reported  amounts  of
     revenues   and   expenses  during  the   reporting   period.
     Significant areas requiring the use of management  estimates
     include the determination of potential impairments of  asset
     values  and rates for the depreciation of equipment.  Actual
     results could differ from these estimates.

     Comparative figures

     Certain  of the prior years' comparative figures  have  been
     restated  to conform with the presentation adopted  for  the
     current year.


4.   Amounts receivable

     Amounts receivable comprise the following:

     <table>
                                                            Years ended October 31
                                                          -------------------------
                                                               2002           2001
     ------------------------------------------------------------------------------
     
                                                  <c>             <c>
     Employee expense advances                            $   1,589       $ 20,531
     Farallon Resources Ltd. (note 8)                            -          52,439
     Hunter Dickinson Inc., and subsidiaries (note 8)        10,637         54,716
     Mainland Exploration Limited Partnership (note 8)      242,516        223,535
     Value-added tax rebates, net of non-current
       portion of $119,285 (2001 - $116,000)                 55,681         26,841
     ------------------------------------------------------------------------------
                                                          $ 310,423     $  378,062
     ==============================================================================
     </table>


5.   Equipment

     <table>
                             October 31, 2002                       October 31, 2001
                    --------------------------------      -------------------------------
                                                 Net                                  Net
                             Accumulated        Book                Accumulated      Book
                        Cost     Deprecn       Value          Cost      Deprecn     Value
     ------------------------------------------------   ----------------------------------
     
            <c>         <c>         <c>           <c>          <c>       <c>
     Office         $ 30,421    $ 24,321    $  6,100      $ 28,033     $ 15,761  $ 12,272
     Vehicles         68,769      37,242      31,527        68,769       25,215    43,554
     ------------------------------------------------   ----------------------------------
                    $ 99,190    $ 61,563    $ 37,627      $ 96,802     $ 40,976  $ 55,826
     ================================================   ==================================
     </table>


6.   Mineral property interests


     Mineral Property Acquisition Costs
                                                     Years ended October 31
                                                   -------------------------
                                                          2002         2001
     -----------------------------------------------------------------------
     Platreef Property, South Africa
        Balance, beginning of the year             $ 4,200,000  $        -
        Incurred during the year                            -     4,200,000
        --------------------------------------------------------------------
        Balance, end of the year                     4,200,000    4,200,000

     La Dicha Property, Mexico                              -             1
     -----------------------------------------------------------------------
                                                   $ 4,200,000  $ 4,200,001
     =======================================================================

     See Consolidated Statements of Exploration Expenses.

     (a)   Platreef Property, Bushveld Complex, Republic of South
     Africa

     In  October 1999, the Company acquired a two-stage right  to
     purchase   up   to   100%  of  Pinnacle   Resources   Inc.'s
     ("Pinnacle")  South  African subsidiary,  Plateau  Resources
     (Proprietary) Limited ("Plateau"), which holds the  Platreef
     platinum  group  mineral ("PGM") properties located  on  the
     Bushveld Complex in South Africa.

     Under the share purchase agreement Anooraq was to acquire  a
     70%   interest  in  Plateau  by  investing  $10,000,000  for
     exploration of the properties over a four-year  period.   In
     the  event Anooraq elected to acquire the full 100% interest
     in  Plateau,  a second stage transaction would provide  that
     Anooraq  would  then acquire the remaining 30%  interest  by
     purchasing  it  from  Pinnacle in consideration  of  issuing
     common  shares of Anooraq such that Pinnacle would hold  30%
     of   Anooraq's   outstanding   share   capital   after   the
     transaction, subject to certain adjustments.

     The  Company  acquired  its rights under  the  October  1999
     agreement  with  Pinnacle  as a consequence  of  reaching  a
     settlement   agreement   with   Gladiator   Minerals    Inc.
     ("Gladiator"), pursuant to which Anooraq would issue  shares
     in  stages to Gladiator as it proceeded with investments  in
     Plateau.  In  addition, during fiscal year 2000,  a  200,000
     common   share  fee  was  paid  to  a  related   party   for
     facilitating the settlement and acquisition.  To October 31,
     2002, 378,500 shares had been issued to Gladiator under this
     agreement.

     On  May 23, 2000, the Company added to its mineral rights in
     the  region  by  acquiring through  Plateau  the  option  to
     purchase  a  100% interest in a portion of the Elandsfontein
     766  LR farm located contiguous to the pre-existing Platreef
     properties, pursuant to an agreement with MSA Projects (Pty)
     Limited  (the  "Heads of" Agreement).  The  option  requires
     staged  issuances  totalling 500,000 common  shares  of  the
     Company (141,667 shares issued to October 31, 2002, with  an
     additional 125,000 shares issued subsequent to the year end,
     on   November  1,  2002)  and  aggregate  cash  payments  of
     US$350,000 (of which US$19,750 has been paid) and Cdn$15,000
     (which has been paid).

     On  August  28, 2001, the Company completed an agreement  to
     purchase  from Pinnacle the 4,000 outstanding common  shares
     of  Plateau  that  it did not own in consideration  for  the
     issuance of 7.5 million of its common shares at an aggregate
     cost  of $4.2 million.  Until the earlier of August 28, 2003
     or the date on which Pinnacle ceased to hold at least 20% of
     Anooraq's  outstanding  common  shares,  which  occurred  in
     fiscal  2002, these shares were subject to a monthly  resale
     limit of $97,000 in aggregate market value, a right of first
     refusal  in favour of the Company in respect to block  sales
     of  greater  than  500,000 shares, and a call  option  which
     allowed the Company to re-purchase up to 350,000 shares  per
     calendar quarter to a maximum of 700,000 shares per calendar
     year.   In  connection with this acquisition,  the  original
     loan  facility and share purchase agreement between  Anooraq
     and  Pinnacle  was purchased for consideration of  4,500,000
     Anooraq warrants exercisable at $0.70 until August 28, 2003.

     In  July 2001, Plateau acquired the right to purchase a  100
     percent  interest  in farms Hamburg 737 LR (2,126  hectares)
     and  Elandsfontein 766 LR Portion 1 (428 hectares),  located
     contiguous  to  the north end of the then-existing  Platreef
     properties.   Consideration for the  exploration  rights  to
     these  farms,  which are in effect for  a  five  year  term,
     consists  of  payments of US$2.00 per hectare  in  year  one
     escalating  in stages to US$4.50 per hectare in  year  five.
     To  purchase  the farms outright, a payment  of  US$325  per
     hectare is required if the option is exercised in year  one,
     US$390  per hectare in year two, US$455 per hectare in  year
     three,  US$520  per  hectare in year  four  and  US$600  per
     hectare in year five.

     On October 10, 2001, the Company completed an agreement with
     African  Minerals  Ltd.  ("AML"),  a  private  affiliate  of
     Ivanhoe  Capital Corporation, whereby AML has the  right  to
     earn a 50% joint venture interest in Anooraq's 2,900 hectare
     Rietfontein  2KS farm ("Rietfontein").  Under the  terms  of
     this  agreement, AML must spend a minimum of Cdn$750,000  in
     each  of the ensuing two years (completed year 1 obligation)
     to  obtain  the  right to form a 50:50  joint  venture  with
     Plateau  on  Rietfontein.   As a further  condition  of  the
     agreement,  an AML affiliate participated to the  extent  of
     $520,000  in the Company's August 2001 $3.1 million  private
     placement  equity financing (note 7(f)). A finder's  fee  of
     300,000 common shares is due and payable in relation to this
     joint  venture  transaction,  pending  TSXV  approval   upon
     receipt  of adequate project expenditure documentation  from
     AML.

     In April 2002, the Company acquired the Noord Holland 775 LR
     farm  (1,229 hectares) from the South African Department  of
     Mines and Energy, bringing the aggregate land package of its
     Platreef Property to approximately 13,400 hectares.

     On  May  16,  2002, the Company completed an agreement  with
     Rustenburg   Platinum   Mines  Limited   ("Rustenburg"),   a
     subsidiary of Anglo Platinum Corporation ("Anglo Platinum"),
     for the right to acquire up to an 80% interest in twelve new
     PGM  properties located on the Northern Limb of the Bushveld
     Complex,  South  Africa.  Under the  agreements  with  Anglo
     Platinum,  the Company has acquired an initial 50%  interest
     in  the PGM rights to the twelve farms and can maintain this
     interest  by making staged exploration expenditure totalling
     South  African  Rand ("ZAR") 25 million within  five  years.
     The  Company  is required to spend ZAR 2.5 million  in  year
     one,  ZAR  5 million in each of years two, three, and  four,
     and  ZAR  7.5 million in year five.  When a mineral resource
     is  identified,  the  Company can  earn  an  additional  30%
     interest   by   bringing   the  property   into   commercial
     production.   Rustenburg will retain a 20% interest  in  the
     joint venture.  The agreements also include plans to involve
     local  communities in future development of the  properties.
     Any participation by local and regional communities will  be
     provided  out of Rustenburg's interest and any participation
     in   the  venture  by  a  Historically  Disadvantaged  South
     Africans  ("HDSA")  partner will  be  provided  out  of  the
     Company's interest.

     (b)  La Dicha Property, Mexico

     During  1998, the Company acquired an option to  purchase  a
     100%  interest  in  the  La  Dicha  property,  located  near
     Chilpancingo, Mexico, in consideration for total payments of
     US$500,000 (of which US$30,000 has paid) and the issuance of
     350,000  common  shares of the Company in stages  over  four
     years.   Subsequent  to  the date of the  agreement  and  in
     contravention  of its terms, the property vendor  failed  to
     maintain  adequate title to five of the fourteen concessions
     and  ownership of these concessions reverted to the  Mexican
     government, which subsequently granted them to third parties
     pursuant  to  a public auction during the 1999 fiscal  year.
     The  Company terminated all payments to the property  vendor
     during  the  1999  fiscal  year.   The  Company's  remaining
     ownership  interests, which were carried at a nominal  value
     of $1, lapsed during the year and accordingly, were expensed
     in the current year.

7.   Share capital

     (a)  Authorized share capital

     The   Company's   authorized  share  capital   consists   of
     100,000,000 common shares without par value.

     (b)  Issued share capital

     Common shares issued and outstanding
     <table>
                                                               Number
                                                                   of         Dollar
                                                 Price         Shares         Amount
     --------------------------------------------------------------------------------
     
                                        <c>        <c>          <c>
     Balance, October 31, 2000                             14,182,413   $  8,897,689
     Issued during fiscal 2001
        Share purchase options exercised        $ 0.43         14,000          6,020
        Share purchase options exercised        $ 0.50          2,000          1,000
        Share purchase options exercised        $ 0.50        490,000        254,800
        Warrants exercised                      $ 0.85         82,000         69,700
        Private placement, net of issue costs   $ 0.65      4,797,800      3,024,694
        Shares issued for property acquisition  $ 0.56      7,500,000      4,200,000
        Shares issued for property option       $ 0.75        141,667        106,250
        Shares issued for property assignment   $ 0.85        175,000        148,750
     --------------------------------------------------------------------------------
     Balance, October 31, 2001                             27,384,880   $ 16,708,903
     Issued during 2002
        Share purchase options exercised        $ 0.50         14,500          7,250
        Share purchase options exercised        $ 0.60          7,000          4,200
        Warrants exercised                      $ 0.70      4,482,800      3,137,960
        Private placement, net of issue costs   $ 0.70        259,283        190,161
     --------------------------------------------------------------------------------
     Balance, October 31, 2002                             32,148,463   $ 20,048,474
     ================================================================================
     </table>

     Subsequent  to October 31, 2002, the Company issued  125,000
     common  shares  pursuant to the "Heads of"  Agreement  (note
     6(a))  and  issued  4,000  common  shares  pursuant  to  the
     exercise of options.

     (c)  Share Incentive Plan

     Under  the terms of the shareholder-approved Share Incentive
     Plan,  the  Company at October 31, 2002 had reserved  up  to
     5,475,000  share  options that are grantable  to  employees,
     consultants and directors at the discretion of the Board  of
     Directors.

     As  at  October  31, 2002, 3,756,500 share purchase  options
     were  outstanding  (of which 464,000 share purchase  options
     had  not  yet vested with optionees), exercisable at  prices
     ranging from $0.50 to $0.84 per share, as follows:

                                                 Number
                              Option                 of
          Expiry date          Price            options
          ----------------------------------------------
          December 6, 2002     $0.50             52,500 (1)
          February 12, 2003    $0.56              4,000 (2)
          March 9, 2003        $0.66             25,000 (1)
          June 11, 2003        $0.62             11,000
          September 11, 2003   $0.54             75,000
          October 30, 2003     $0.60          1,175,000
          November 21, 2003    $0.60            100,000
          October 29, 2004     $0.84          2,314,000
          ----------------------------------------------
                                              3,756,500
          ==============================================

             (1) Expired unexercised subsequent to year end.
             (2) On February 11, 2003,  4,000 options were exercised at $0.56.


     Option continuity schedule
     <table>
                                                                         Contractual
                                              Weighted                      Weighted
                                               Average         Number        Average
                                              Exercise             of      Remaining
                                                 Price        Options     Life (yrs)
     --------------------------------------------------------------------------------
     
                                        <c>         <c>                 <c>
     Balance, October 31, 2000                  $ 0.83      1,493,000           1.00

     Granted                                    $ 0.59      1,398,000
     Expired or cancelled                       $ 0.63     (1,272,000)
     --------------------------------------------------------------------------------
     Balance, October 31, 2001                  $ 0.59      1,619,000           1.62
     Granted                                    $ 0.83      2,439,000
     Exercised                                  $ 0.53        (21,500)
     Expired or cancelled                       $ 0.59       (280,000)
     --------------------------------------------------------------------------------
     Balance, October 31,2002                   $ 0.75      3,756,500           1.59
     ================================================================================
     </table>

     Subsequent to year end, on January 10, 2003, 856,000 options
     at  a price of $0.48 were granted to employees, consultants,
     directors and officers of the Company.


     (d)  Share purchase warrants

     The continuity of share purchase warrants is as follows:
     <table>

     Note Reference                          7(e)           7(f)           7(f)           6(a)
     Expiry date                      Dec 21 2003     Aug 3 2002    Dec 27 2003    Aug 28 2003
     Exercise price                         $0.85          $0.70          $0.88          $0.70          TOTAL
     ---------------------------------------------------------------------------------------------------------
     
                              <c>             <c>           <c>            <c>             <c>
     Balance, October 31, 2000          3,774,718             -              -              -       3,774,718
     Issued                                    -       4,797,800             -       4,500,000      9,297,800
     Exercised                            (82,000)            -              -              -         (82,000)
     ---------------------------------------------------------------------------------------------------------
     Balance, October 31, 2001          3,692,718      4,797,800             -       4,500,000     12,990,518
     Issued                                    -              -         259,283             -         259,283
     Exercised                                 -      (4,482,800)            -              -      (4,482,800)
     Expired                                   -        (315,000)            -              -        (315,000)
     ---------------------------------------------------------------------------------------------------------
     Balance, October 31, 2002          3,692,718             -         259,283      4,500,000      8,452,001
     =========================================================================================================
     </table>

     (e)  Share purchase warrants

     On  December 13, 2000, the Company extended the expiry  date
     of 3,774,718 outstanding share purchase warrant, exercisable
     at  $0.85 per share, from December 21, 2000 to December  21,
     2001. The exercise price remained unchanged.  On December 7,
     2001,  the Company extended the expiry date of the remaining
     outstanding warrants to December 21, 2002, with the exercise
     price unchanged at $0.85.

     Subsequent  to  the  year  end, on December  10,  2002,  the
     Company  extended the expiry date of these warrants  for  an
     additional  year  to December 21, 2003,  with  the  exercise
     price unchanged at $0.85.

     (f)  Equity financings

     On  August  13, 2001, the Company completed a  $3.1  million
     equity financing consisting of 4,797,800 units at a price of
     $0.65  per  unit,  of which 2,473,700 units  were  brokered.
     Each  unit comprised one common share and one share purchase
     warrant  exercisable to purchase an additional  share  at  a
     price of $0.70 until August 3, 2002.

     During  the  current fiscal year, 4,482,800  share  purchase
     warrants  were exercised and the remaining 315,000  warrants
     expired unexercised.

     On August 27, 2002, the Company completed a $207,426 private
     placement financing of 259,283 units at a price of $0.80 per
     unit.  Each unit was comprised of one common share and a one
     common  share  purchase  warrant exercisable  at  $0.88  per
     common  share  until December 27, 2003.   The  warrants  are
     subject to an accelerated expiry of 45 days if the Company's
     shares trade on the TSX Venture Exchange for ten consecutive
     trading days at or above $1.32.


8.   Related party transactions

     <table>
     Services rendered by:                                        Years ended October 31
                                                     ------------------------------------------
                                                Ref         2002           2001           2000
     ------------------------------------------------------------------------------------------
     
                                        <c>  <c>              <c>          <c>
     Hunter Dickinson Inc.                      (a)  $ 1,143,295      $ 896,550    $ 1,225,659
     Hunter Dickinson Group Inc.                          58,296             -              -


     Balances receivable (payable):                           As at October 31
                                                     ---------------------------
                                                            2002           2001
     ---------------------------------------------------------------------------
     Hunter Dickinson Inc.                      (b)  $    10,637      $  54,716
     Mainland Exploration Limited Partnership   (c)      242,516        223,535
     Amarc Resources Ltd.                       (d)           -         (42,057)
     Farallon Resources Ltd.                    (d)           -          52,439
     </table>


     (a)  Hunter  Dickinson  Inc. ("HDI")  and  its  wholly-owned
          subsidiaries   are  private  companies   with   certain
          directors  in common that provide geological, corporate
          development, administrative and management services to,
          and  incur third party costs on behalf of, the  Company
          on  a full cost recovery basis pursuant to an agreement
          dated December 31, 1996.

     (b)  The  balances receivable (payable) to HDI have resulted
          from advances against future work or from HDI providing
          periodic  short-term working capital  advances  to  the
          Company.   These  balances are included within  amounts
          receivable  (note  4) or accounts payable  and  accrued
          liabilities on the consolidated balance sheets.

      (c) Mainland  Exploration Limited Partnership  ("Mainland")
          is  a  limited  partnership that had  provided  merger,
          acquisition, financing and other corporate services  to
          the  Company  and  invests  in exploration  properties.
          Certain directors of the Company are also directors  of
          Mainland's general partner.  Mainland received  200,000
          shares of the Company in exchange for the assignment to
          the  Company of the October 1999 agreement  to  acquire
          Plateau  Resources (Pty) Limited (Platreef  Property  -
          note   6).  The  Company  had  also  advanced  Mainland
          $201,000  to  October 31, 2000 and  this  amount,  plus
          interest accrued at prime rate plus 1% compounded semi-
          annually, remains currently outstanding.

     (d)  Amarc  Resources Ltd. and Farallon Resources  Ltd.  are
          public companies with certain directors in common  with
          the Company. Balances with these companies are included
          in  amounts receivable or accounts payable and  accrued
          liabilities  and have arisen primarily as a  result  of
          payments  made  in  the normal course  of  business  to
          common suppliers by one company on behalf of the other.
          These  balances are non-interest bearing.  The balances
          receivable (payable) to Amarc and Farallon were settled
          during the year.


9.   Income taxes

     As  at October 31, 2002, the Canadian parent company had the
     following amounts available to reduce future taxable income,
     the future tax benefits of which have not been reflected  in
     the  accounts, as it cannot be considered likely that  these
     amounts will be utilized.

     The   following   non-capital  losses,  approximately,   are
     available to reduce future taxable income:

       Expiry Date
       --------------------------------------------------------
       2003                                        $    205,000
       2004                                             292,000
       2005                                              70,000
       2006                                             300,000
       2007                                             247,000
       2008                                             829,000
       2009                                           1,400,000
       --------------------------------------------------------
       Total                                          3,343,000
       Capital loss carried forward                     931,000
       Excess  of  aggregate tax cost of equipment
         over net book value                            101,000
       --------------------------------------------------------
       Total losses and excess equipment tax costs
       available                                   $  4,375,000
       ========================================================


10.  Segmented information

     The  Company  operates  in  a  single  reportable  operating
     segment,   the  exploration  and  development   of   mineral
     properties.  Geographic segment disclosures are as follows:

     <table>
                                                                     South
     2002                             Canada         Mexico         Africa          Total
     -------------------------------------------------------------------------------------
     
                         <c>             <c>           <c>            <c>
     Exploration expenditures    $        -      $       -     $   976,087    $   976,087
     Loss for the year            (1,408,153)        (6,789)      (949,154)    (2,364,096)
     Interest income                  37,780             -             561         38,341
     Total assets                  3,082,376        161,143      4,482,087      7,725,606
     Equipment                            -              -          37,627         37,627


                                                                     South
     2001                             Canada         Mexico         Africa          Total
     -------------------------------------------------------------------------------------
     Exploration expenditures    $        -              -       1,444,583      1,444,583
     Loss for the year              (253,698)       (21,224)    (1,562,950)    (1,837,872)
     Interest income                  39,760             -           1,222         40,982
     Total assets                  2,390,902        216,612      4,280,808      6,888,322
     Equipment                         1,460             -          54,366         55,826


                                                                     South
     2000                             Canada         Mexico         Africa          Total
     -------------------------------------------------------------------------------------
     Loss for the year           $  (255,139)   $   (61,204)   $(3,511,612)   $(3,827,955)
     Interest income                  37,108         11,675             -          48,783
     </table>


11.  Differences between Canadian and United States Generally Accepted
     Accounting Principles

     (a)  Mineral property costs

     The  Company's policy of expensing all property costs except
     where  an  outright  property  interest  has  been  acquired
     results in an accounting treatment for these costs which the
     Company  considers to be materially congruent with US  GAAP.
     Accordingly, the Company considers that no US/Canadian  GAAP
     difference exists with respect to mineral property costs  in
     these consolidated financial statements.

     (b)      Stock options

     Under  U.S.  GAAP, compensation cost must be considered  for
     all  stock options granted requiring the Company to  utilize
     both  the  intrinsic value-based and the  fair  value  based
     methods    of    accounting   and   reporting    stock-based
     compensation.  Under  Canadian  GAAP,  no   such   cost   is
     recognized.

     The  Company, if required to report under U.S.  GAAP,  would
     elect  to apply Accounting Principles Board Opinion No.  25:
     Accounting  for  Stock  Issued to Employees  ("APB  25")  to
     account  all  stock options granted.  Further, Statement  of
     Financial  Accounting Standards No.  123,    Accounting  for
     Stock-Based  Compensation ("SFAS 123"), requires  additional
     disclosure  to  reflect the results of the  Company  had  it
     elected to follow SFAS 123.

     Under  APB 25, compensation cost must be recognized for  all
     compensatory stock options granted whenever the market price
     of  the  Company's shares on the date of grant  exceeds  the
     exercise  price.  The  policies  of  the  Canadian   Venture
     Exchange permit the issuance of options with exercise prices
     discounted  up to 25% from the closing market value  at  the
     date  of  granting.  Such  a discount,  if  provided  option
     holders,  would  give rise to a compensation  expense  under
     U.S.  GAAP as noted above. However, the Company has to  date
     only  granted stock options without vesting periods and only
     where  the exercise price is based on the fair value of  the
     stock at the date of the grant and, accordingly, under  U.S.
     GAAP, would not have recognized any compensation costs.

     See  note 7(c) for a summary of the changes in the Company's
     share options for the 2002 and 2001 fiscal years.


12.  Subsequent events

     Subsequent to the year end, the Company

     (a)  issued 125,000 common shares pursuant to the "Heads of"
             Agreement (note 6(a)),
     (b)  issued 4,000 common shares pursuant to the exercise
             of options (note 7(b)),
     (c)  granted 856,000 options to employees, consultants, directors
             and officers (note 7(c)), and
     (d)  cancelled 77,500 options which expired unexercised (note 7(c)).