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|SEC 1852(11-2002) | Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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``

|OMB APPROVAL                                           
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|OMB Number: 3235-0288                                  
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### UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

## FORM 20-F

(Mark One)



|  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|OR
|þ  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended July 31, 2002                                 
|OR
|  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_________________ to ________________

|Commission file number: 0-31190                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                        
|CANPLATS RESOURCE CORPORATION                                                                                                                                                                                                                                                                                                                           
|___________________________________________________________________________
(Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|British Columbia, Canada                                                                                                                                                                                                                                                                                                                                
|___________________________________________________________________________
(Jurisdiction of incorporation or organization)                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                        
|Suite 1180 - 999 West Hastings Street, Vancouver, British Columbia, Canada V6C 2W2                                                                                                                                                                                                                                                                      
|___________________________________________________________________________
(Address of principal executive offices)                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                        
|Securities registered or to be registered pursuant to Section 12(b) of the Act.                                                                                                                                                                                                                                                                         
|Title of each classNone________________________________________________________________________                                                                                                                                                                                                                                                         
|Securities registered or to be registered pursuant to Section 12(g) of the Act.                                                                                                                                                                                                                                                                         
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.                                                                                                                                                                                                                                                              
|None                                                                                                                                                                                                                                                                                                                                                    
|___________________________________________________________________________
(Title of Class)                                                                                                                                                                                                                                                            
|Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as
of the close of the period covered by the annual report.                                                                                                                                                                                        
|At July 31, 2002, the Registrant had 10,217,303 common shares outstanding                                                                                                                                                                                                                                                                               
|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        No                                                                                                                                                                                                                                                                                                                                    
|Not Applicable                                                                                                                                                                                                                                                                                                                                          
|Indicate by check mark which financial statement item the registrant has elected to follow.                                                                                                                                                                                                                                                             
|þItem 17         Item 18                                                                                                                                                                                                                                                                                                                               
|As of December 9, 2002, the buying rate for Canadian dollars was US$0.6404 for Cdn$1.00.                                                                                                                                                                                                                                                                

---

TABLE OF CONTENTS

|GLOSSARY                                                                              
|--------------------------------------------------------------------------------------
|FORWARD LOOKING STATEMENTS                                                            
|PART I                                                                                
|ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        
|A                                                                                     
|B                                                                                     
|C                                                                                     
|ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE                                      
|ITEM 3 - KEY INFORMATION                                                              
|A                                                                                     
|B                                                                                     
|C                                                                                     
|D                                                                                     
|ITEM 4 - INFORMATION ON THE COMPANY                                                   
|A                                                                                     
|B                                                                                     
|C                                                                                     
|D                                                                                     
|ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 
|A                                                                                     
|B                                                                                     
|C                                                                                     
|D                                                                                     
|ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   
|A                                                                                     
|B                                                                                     
|C                                                                                     
|D                                                                                     
|E                                                                                     
|ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            
|A                                                                                     
|B                                                                                     
|C                                                                                     
|ITEM 8 - FINANCIAL INFORMATION                                                        
|A                                                                                     
|B                                                                                     
|ITEM 9 - THE OFFERING AND LISTING                                                     
|A                                                                                     
|B                                                                                     
|C                                                                                     
|ITEM 10 - ADDITIONAL INFORMATION                                                      
|A                                                                                     
|B                                                                                     
|C                                                                                     
|D                                                                                     
|E                                                                                     
|F                                                                                     
|G                                                                                     
|H                                                                                     
|ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|PART II                                                                               
|ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|ITEM 15 - CONTROLS AND PROCEDURES                                                     
|ITEM 16 - RESERVED                                                                    
|PART III                                                                              
|ITEM 17 - FINANCIAL STATEMENTS                                                        
|ITEM 18 - FINANCIAL STATEMENTS                                                        
|ITEM 19 - EXHIBITS                                                                    
|SIGNATURE PAGE                                                                        
|CERTIFICATIONS                                                                        

---

GLOSSARY OF TERMS

The following words and phrases shall
have the meanings set forth below:

anhydrite a mineral of anhydrous calcium sulphate. It readily alters to gypsum;

anomaly a
geological feature, distinguished by geological, geophysical, or geochemical means, which
is different from the general surroundings;

Archean the oldest half of Precambrian time ending at 2.4 billion years old;

augite  a dark mineral of the pyroxene group containing roughly equal amounts of magnesium, iron and calcium;

basalt a dark
colored volcanic rock composed primarily of calcium-plagioclase and pyroxene; the fine
grained equivalent of a gabbro;

base metal
any of the more common and more chemically active metals e.g. copper, lead;

carbonate common
rock forming minerals composed of a base unit of one carbon atom and 3 oxygen atoms
combined with dominantly either calcium, iron or magnesium;

carbonatite a
carbonate rock of apparent magmatic origin, generally associated with kimberlites and
certain intrusive rocks;

cherty carbonate
  a carbonaceous sediment which has been weakly silicified;

clinopyroxene a
member of the pyroxene group of minerals with a particular crystal habit and generally
contain considerable amounts of calcium;

conglomerates a
coarse grained sedimentary rock, composed of rounded fragments larger than 2 mm in
diameter, set in a fine grained matrix of sand or silt, and commonly cemented by calcium
carbonate or silica;

diabase (dolerite) sills an intrusive rock consisting essentially of labradorite and pyroxene and
characterised by ophitic texture. In Great Britain this rock is called dolerite;

disseminated  a scattered distribution of generally fine-grained minerals throughout a rock body;

dolomite carbonate
a common rock forming mineral composed of calcium, magnesium carbonate. A sedimentary rock
in which more than 50% by weight, consists of the mineral dolomite;

EM
electromagnetic. A type of geophysical survey that identifies areas in the earths
crust that have sufficient sulfides present to form a conductor;

fault a fracture
or fracture zone along which there has been displacement of the sides relative to one
another parallel to the fracture;

feldspar a group
of common rock forming minerals that constitute up to 60% of the earths crust. They
are composed of aluminium silicates in combination with lessor amounts of dominantly
potassium, sodium or calcium;

flood basalts
basalt lavas that occur as vast composite accumulations of horizontal or subhorizontal
flows, which erupted in rapid succession over great areas, and have at times flooded the
earths crust on a regional scale.

gabbro A group of
dark-coloured, intrusive rocks composed principally of labradorite and augite, with or
without olivine and orthopyroxene. It is the coarse grained equivalent of a basalt;

geochemical sampling collection of rock, soil, sediment, vegetation or water samples to be analysed for
concentrations of one or more elements;

geological host rock
  a body of rock serving as a host for other rocks or for a mineral deposit;

geological mapping
preparation of a representation on a plane surface, at an established scale, of the
physical or geological features of part of the earths surface;

geological reconnaissance a general exploratory examination or survey of the geological features of a region,
usually preliminary to a more detailed survey;

grid a network
composed of two sets of uniformly spaced parallel lines, usually intersecting at right
angles and forming squares, established on the ground and/or superimposed on a map, chart
or aerial photographs, to permit identification of ground locations by means of a system
of co-ordinates;

gypsum
  a widely distributed mineral consisting of hydrous calcium sulphate;

hematization
  the process of oxidation of iron rich minerals, commonly pyrite and magnetite, to hematite;

hornblende a
common rock forming mineral that is generally dark green, has a stubby crystal habit, and
is composed of varying amounts of calcium, sodium, magnesium, iron, aluminium and silicon;

hornblendite
  an intrusive igneous rock composed essentially of hornblende;

igneous
  a rock or mineral that solidified from molten or partly molten material, i.e. from a magma;

induced polarization
geophysical survey a geophysical survey that measures the resistivity and
chargeability of the local rock formations;

IP
  induced polarization  (same as above);

intrusive
 pertaining to intrusion,  which is the process of emplacement  of molten rock into  pre-existing  rocks.  The magma cools
slowly and generally develops a coarse grained texture;

labradorite
  a feldspar mineral of the plagioclase family having approximately equal proportions of sodium and calcium;

line a line on a
map indicating the position of a of a profile or cross section. A line established in the
field to provide a reference system of grid co-ordinates for locating the origin of data
obtained by prospecting, geological mapping, geophysical or geochemical surveys;

mafic an igneous
rock composed chiefly of dark, iron-magnesium rich minerals; also, said of those minerals;

magnetic geophysical
survey a geophysical survey made with a magnetometer, on the ground or in the
air, which yields local variations, or anomalies, in the magnetic field intensity;

magnetometer
 an instrument that measures the earth's magnetic field and its changes;

massive sulphide deposit
  any mass of unusually abundant metallic sulfide minerals;

metamorphic
pertaining to the process of metamorphism in which a rock is derived from pre-existing
rocks, essentially in the solid state, in response to changes in temperature, pressure,
and/or chemical environment;

Mid-Continental Rift a long narrow continental trough bounded by faults that extend through the entire
thickness of the earths crust;

mineral claim unit
a claim unit is the smallest unit of area that can be staked in Ontario, which measures
400 meters by 400 meters, covering an area of 16 hectares (40 acres). Claim units can be
staked in a block of up to 16 units per claim;

olivine a green to
brown, iron-magnesium silicate. It is a common rock forming mineral of intrusive rocks
which have low silica contents;

olivine-tholeiite
A basalt characterised by the presence of orthopyroxene and/or pigeonite in addition to
olivine, clinopyroxene and calcium-rich plagioclase.

ophitic texture a
texture found in some igneous rocks in which lath shaped feldspar crystals grow inside
pyroxene crystals, typically augite;

orthopyroxene a
sub-group of the pyroxene group of minerals that is magnesium and/or iron rich, with
little or no calcium;

outcrop
  a part of a geologic formation that appears at the surface of the earth;

overburden
 loose or consolidated soil and rock material that overlies a geologic formation or
mineral deposit;

pigeonite
  a member of the orthopyroxene group of minerals which is iron rich and contains no
aluminium;

PGE platinum group
elements whose major elements are platinum and palladium with minor elements, osmium,
iridium, rhodium, and ruthenium;

Proterozoic the
more recent half of Precambrian time beginning at 2.4 billion years old;

pyroxene a group
of common rock forming minerals, which are generally dark green, produce long, bladed
crystals, and are composed mainly of combinations of iron, magnesium, aluminium and
silicon with calcium or sodium.

resistivity survey
a geophysical survey in which electrical resistivity of a particular formation is
determined by passing an electrical current through it;

sill
  a tabular igneous intrusion that parallels the planar structure of the surrounding rocks;

soil sampling the
process of collecting samples of the soil, generally between 15cm and 30cm below the
surface, at regular intervals along a grid for the purposes of determining concentrations
of one or more elements;

stromatilite
an extinct marine organism that secreted a calcareous skeleton (shell) of bulbous form;

sulphides  a common group of minerals that are composed of sulphur and
 a wide variety of metals;

tectonic
pertaining to the forces involved in, the resulting structures or deformational features
and their relations, origin and historical evolution of the earths crust;

ultramafic igneous
rocks consisting mainly of iron-magnesium rich minerals to the exclusion of quartz and
feldspar;

volcanics
  pertaining to the activities, structures, or rock types of a volcano;

`Conversion Table
                Metric                                      Imperial
       1.0 millimetre (mm)                =        0.039 inches (in)
       1.0 metre (m)                      =        3.28 feet (ft)
       1.0 kilometre (km)                 =        0.621 miles (mi)
       1.0 hectare (ha)                   =        2.471 acres (ac)
       1.0 gram (g)                       =        0.032 troy ounces (oz)
       1.0 metric tonne (t)               =        1.102 short tons (ton)
       1.0 g/t                            =        0.029 oz/ton`

Unless otherwise indicated, all
dollar amounts referred to herein are in Canadian dollars.

---

FORWARD LOOKING STATEMENTS

Canplats Resources Corporation
(Canplats) cautions readers that certain important factors (including without
limitation those set forth in this Form 20-F) may affect Canplats actual results and
could cause such results to differ materially from any forward-looking statements that may
be deemed to have been made in this Form 20-F registration statement, or that are
otherwise made by or on behalf of Canplats. For this purpose, any statements contained in
the registration statement that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing, words such
as may, except, believe, anticipate,
intend, could, estimate, or continue, or
the negative or other variations of comparable terminology, are intended to identify
forward-looking statements.

PART I

ITEM 1

A. Directors and Senior
Management

This Form 20-F is being filed as an
annual report under the Securities Exchange Act of 1934, as amended (the Exchange
Act), and, as such, there is no requirement to provide any information under this
item.

B. Advisors

This Form 20-F is being filed as an
annual report under the Exchange Act, and, as such, there is no requirement to provide any
information under this item.

C. Auditors

This Form 20-F is being filed as an
annual report under the Exchange Act, and, as such, there is no requirement to provide any
information under this item.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The selected financial data of
Canplats for each of the years in the five-year period ended July 31, 2002 was extracted
from the audited financial statements of Canplats. The information contained in the
selected financial data is qualified in its entirety by reference to the more detailed
financial statements and related notes included in Item 17. Financial Statements, and
should be read in conjunction with such financial statements and with the information
appearing in Item 5. Operating and Financial Review and Prospects. Reference is made to
Note 13 of the financial statements of Canplats included in Item 17. Financial Statements
for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and
their effect on Canplats financial statements.

To date, Canplats has not generated
sufficient cash flow from operations to fund ongoing operational requirements and cash
commitments. Canplats has financed its operations principally through the sale of its
equity securities. While Canplats believes it has sufficient capital and liquidity to
finance current operations, nevertheless, its ability to continue operations is dependent
on the ability of Canplats to obtain additional financing. See Item 3  Key
Information  D. Risk Factors.

Under Canadian Generally Accepted
Accounting Principles (in Canadian dollars):

`Year          Year          Year         Year          Year
                                                   Ended        Ended         Ended         Ended        Ended
                                                 July 31,      July 31,      July 31,     July 31,      July 31,
                                                   2002          2001          2000         1999          1998
                                                     $            $             $             $            $

Current Assets                                     160,464        200,443       120,557        4,420       148,464
Investment in Colby Gold PLC                             -              -             -            1             1
Mineral Properties                               1,478,254        986,469       462,372      166,959        39,700
Deferred Financing Costs                                 -              -        27,960            -             -
Total Assets                                     1,638,718      1,186,912       610,889      171,380       188,165
Total Liabilities                                   55,898         57,488        50,554      433,671       418,830
Net Assets (Liabilities)                         1,582,820      1,129,424       560,335     (262,291)     (230,665)
Share Capital                                    8,125,636      7,566,941     5,859,097    5,859,097     5,859,097
Deposits on Share Subscriptions                    106,000              -             -            -             -
Special Warrants                                         -              -       937,750            -             -
Deficit Accumulated                              (6,648,816)   (6,437,517)   (6,236,512)  (6,121,388)   (6,089,762)
Loss from Continuing Operations                   (211,299)      (201,005)     (115,124)     (31,626)       (4,473)
Net Loss for the Period                           (211,299)      (201,005)     (115,124)     (31,626)       (4,473)
Basic and Diluted Loss per Share                        (0.02)      (0.06)        (0.10)       (0.03)        (0.01)
Weighted Average Number of
  Common Shares Outstanding                      9,202,413      3,062,700     1,111,303    1,111,303     1,111,303

Under U.S. Generally Accepted Accounting Principles (in Canadian dollars):

                                                    Year         Year          Year         Year          Year
                                                   Ended         Ended        Ended         Ended        Ended
                                                  July 31,     July 31,      July 31,     July 31,      July 31,
                                                    2002         2001          2000         1999          1998
                                                     $             $            $             $            $

Current Assets                                     160,464        200,443       120,557        4,420       148,464
Investment in Colby Gold PLC                             -              -             -            1             1
Mineral Properties                                       -              -             -            -             -
Deferred Financing Costs                                 -              -        27,960            -             -
Total Assets                                       160,464        200,443       148,517        4,421       148,465
Total Liabilities                                   55,898         57,488        50,554      433,671       418,830
Net Assets (Liabilities)                           104,566        142,955        97,963     (429,250)     (270,365)
Share Capital                                    8,125,636      7,566,941     5,859,097    5,859,097     5,859,097
Deposits on Share Subscriptions                    106,000              -             -            -             -
Special Warrants                                         -              -       937,750            -             -
Deficit Accumulated                             (8,127,070)    (7,423,986)   (6,698,884)  (6,288,347)   (6,129,462)
Loss from Continuing Operations                   (703,084)      (725,102)     (410,537)    (158,885)      (25,473)
Net Loss for the Period                           (703,084)      (725,102)     (410,537)    (158,885)      (25,473)
Basic and Diluted Loss per Share                        (0.08)      (0.24)        (0.37)       (0.14)        (0.02)
Weighted Average Number of
  Common Shares Outstanding                      9,064,413      2,986,138     1,111,303    1,111,303     1,111,303`

---

Dividends

No cash dividends have been declared
nor are any intended to be declared. Canplats is not subject to legal restrictions
respecting the payment of dividends except that they may not be paid to render Canplats
insolvent. Dividend policy will be based on Canplats cash resources and needs and it
is anticipated that all available cash will be required to further Canplats
exploration activities for the foreseeable future.

Exchange Rates

Unless otherwise indicated, all
reference to dollar amounts are in Canadian dollars. The following table sets out the
exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the
periods indicated. Rates of exchange are obtained from the Bank of Canada and believed by
Canplats to approximate closely the noon buying rates in New York City for cable transfers
as certified for customs purposes by the Federal Reserve Bank in New York.

`July 31,      July 31,      July 31,       July 31,      July 31,
                                  2002 (1)      2001 (1)      2000 (1)       1999 (1)      1998 (1)

Period End                        0.6318        0.6535        0.6724         0.6639        0.6618
Average (2)                       0.6371        0.6564        0.6798         0.6618        0.6977

Notes:
(1) For the year ended July 31
(2) The average rate figures are based on the average of the exchange rates on the last day of each month during the period

                          November        October        September        August          July            June
                            2002            2002           2002            2002           2002            2002

High for Month(1)          0.6283          0.6325         0.6333          0.6360         0.6447          0.6515
Low for Month(1)           0.6447          0.6354         0.6365          0.6397         0.6491          0.6546`

Notes:

(1)    
          Figures are selected from daily exchange rates

As of December 9, 2002, the exchange
rate to convert one Canadian dollar into the U.S. dollar was 0.6404.

B. Capitalization and
Indebtedness

Not applicable

C.
Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

Canplats is subject to a number of
risks due to the nature of its business and the present stage of its business development.
The following factors should be considered:

Canplats prospects must be
considered in light of the difficulties frequently encountered by companies in the early
stages of mineral exploration. However, Canplats is a recently listed public company with
a limited history of operations which makes evaluation of its prospects difficult.

Canplats common shares were
listed on the TSX Venture Exchange (a predecessor of both the Vancouver Stock Exchange and
the Canadian Venture Exchange) on June 21, 1972 and were delisted in April 1992 for
failure to pay sustaining fees. Canplats common shares did not resume trading on the
Canadian Venture Exchange until March 22, 2001 during which time Canplats remained mostly
inactive. In November 1997, Canplats acquired an option to acquire a 100% interest in the
Horseshoe Island Property, a potential gold bearing property, which was subsequently
abandoned during the 2000 fiscal year. In January 1999, Canplats focused its attention on
Platinum group element properties and commenced acquiring mineral claims through staking
and optioning.

Canplats has had a limited operating
history and is in the early stages of exploring Platinum group element properties.
Canplats does not hold any known mineral reserves of any kind and therefore does not
generate any revenues from production. Canplats success will depend largely upon its
ability to locate commercially productive mineral reserves which may never happen. As a
result of these factors, it is difficult to evaluate Canplats prospects, and its
future success is more uncertain than if it had a longer or more proven history of
operations.

Canplats expects to continue to incur
substantial losses and may never achieve profitability, which in turn may harm the future
operating performance and may cause the market price of Canplats stock to decline.

Canplats has incurred net losses
every year since inception on February 15, 1967 and as of July 31, 2002, had an
accumulated deficit of $6,648,816. Canplats incurred a net loss of $211,299 for the fiscal
year ended July 31, 2002 and net losses of $201,005 and $115,124 for the 2001 and 2000
fiscal years, respectively.

Canplats anticipates significant
expenditures for its mineral exploration programs, which are expensed under U.S. GAAP, and
for the acquisition of further mineral property interests. Since most exploration projects
do not result in the discovery of commercially productive mineral reserves and are
ultimately expensed in full, Canplats expects to report substantial net losses for at
least the foreseeable future.

The long-term profitability of
Canplats operations will be in part directly related to the success of its
exploration programs, which are affected by numerous factors including the cost of such
programs, the amount of mineral reserves discovered and fluctuations in the price of any
minerals produced. If Canplats does not become profitable within the time frame expected
by its investors, which may never happen, the market price of Canplats stock will
likely decline. If Canplats does achieve profitability, it may not be able to sustain or
increase profitability in the future.

Canplats does not hold any known
mineral reserves of any kind and may never be able to locate commercially productive
mineral reserves. In the event such reserves are discovered, commercial production may not
be possible or warranted.

All of Canplats mineral
properties are in the exploration stage and are without known mineral reserves of any
kind. Although Canplats may discover mineral reserves through its exploration programs,
commercial production may not be warranted due to insufficient quantities. Development of
any of Canplats properties will only follow upon obtaining satisfactory exploration
results. However, few mineral properties that are explored are ultimately developed into
producing mines.

In the event a commercially
productive mineral reserve is discovered, substantial expenditures are required to
establish mineral reserves through drilling, to develop metallurgical processes for
extraction and to develop the mining and processing facilities and infrastructure at the
production site. The marketability of any minerals discovered may be affected by numerous
factors which are beyond Canplats control and which cannot be predicted, such as
market fluctuations, the proximity and capacity of milling facilities, mineral markets and
processing equipment, and such other factors as government regulations, including
regulations relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. Depending on the price of minerals produced,
Canplats may determine that it is impractical to commence or continue commercial
production.

Canplats title to its mineral
claims is currently in good standing but its validity may be disputed in the future by
aboriginals and others claiming title to all or part of such claims.

Canplats owns or has under option
unpatented mining claims which constitute its property holdings. Canplats believes it has
diligently investigated title to all of its mineral properties and, to the best of its
knowledge, title to all properties are in good standing. However, the properties may be
subject to prior unregistered agreements or transfers which may affect the validity of
Canplats ownership of such properties.

Although Canplats has exercised the
usual due diligence with respect to title to properties in which it has a material
interest, title to such properties may be challenged or impugned in the future. The
boundaries of Canplats mining properties have not been surveyed and, therefore, the
precise location and area of these mining properties may be in doubt. Canplats is not
aware of challenges to the location or area of its unpatented mining claims. Additionally,
Canplats makes a search of mining records in accordance with mining industry practices to
confirm that it has acquired satisfactory title to its properties but does not obtain
title insurance with respect to such properties. The possibility exists that title to one
or more of its properties, particularly title to undeveloped properties, might be
defective because of errors or omissions in the chain of title, including defects in
conveyances and defects in locating or maintaining such claims. Should any defect in title
be discovered by or disclosed to the Registrant, all reasonable steps would be taken to
perfect title to the particular claims in question. Canplats is not aware of any material
defect in the title to its mineral claims.

Aboriginal rights may also be claimed
on Canplats mineral properties. Canplats is not aware of any aboriginal land claims
having been asserted or any legal actions relating to native issues having been instituted
with respect to any of the mineral properties in which Canplats has an interest.

A claim on any of Canplats
mineral properties, especially where commercially productive mineral reserves have been
located, could adversely affect Canplats long-term profitability as it may preclude
entirely the economic development of a mineral property. Also, such a claim would affect
Canplats current operations due to the high costs of defending against such claims
and its impact on senior managements time.

Canplats depends on key personnel for
critical management decisions and industry contacts but has no employment contracts or key
person insurance.

Canplats is dependent on a relatively
small number of key personnel, the loss of any of whom could have an adverse effect on the
operations of the Registrant. The names of its key personnel are R.E. Gordon Davis, Robert
A. Quartermain, Ross A. Mitchell, Linda J. Sue and Ken McNaughton. Canplats success
is dependent to a great degree on its ability to attract and retain highly-qualified
management personnel. The loss of such key personnel, through incapacity or otherwise,
would require Canplats to seek and retain other qualified personnel and could compromise
the pace and success of its exploration activities. Canplats does not maintain key person
insurance in the event of a loss of any such key personnel. Also, certain management
personnel of Canplats are officers and/or directors of other publicly- traded companies
and will only devote part of their time to the Registrant.

Additionally, Canplats has relied on
and is expected to continue relying upon consultants and others for exploration expertise.
Canplats has entered into a management services agreement with Silver Standard Resources
Inc., a related party, whereby general corporate management, administrative and technical
services will be provided to the Registrant. In the event a body of commercial ore is
discovered on any of Canplats properties, Canplats will likely require the expertise
of such consultants and others for the development and operations of a producing mine.

Canplats will need to raise
additional capital though the sale of its securities, resulting in dilution to the
existing shareholders, and which may not be available, adversely affecting its operations.

Canplats does not generate any
revenues from production and does not have sufficient financial resources to undertake by
itself all of its planned exploration programs. Canplats has limited financial resources
and has financed its operations primarily through the sale of securities such as common
shares, flow-through common shares and special warrants. Canplats will need to continue
its reliance on the sale of such securities for future financing, resulting in dilution to
Canplats existing shareholders. The amount of additional funds required will depend
largely on the success of Canplats exploration programs. Based on Canplats
current plans, it is expected that Canplats cash balance of $142,853 as at July 31,
2002 will be sufficient to meet operating requirements to January 31, 2003.

Further exploration programs will
depend on Canplats ability to obtain additional financing which may not be available
under favorable terms, if at all. If adequate financing is not available, Canplats may not
be able to commence or continue with its exploration programs or to meet minimum
expenditure requirements to prevent the full or partial loss of its mineral properties.
Also, failure to meet Canplats share of costs incurred under joint venture
agreements to which it is a party may result in a reduction of its interests in mineral
properties. Furthermore, if other parties to such agreements do not meet their share of
such costs, Canplats may be unable to finance the cost required to complete recommended
programs.

Future issuance of Canplats
common shares will result in dilution to the existing shareholders. Additionally, future
sales of Canplats common shares into the public market may lower the market price
which may result in losses to Canplats shareholders.

As of July 31, 2002, Canplats had
10,217,303 common shares issued and outstanding. Also, a further 790,000 shares consisting
of 540,000 flow-through shares and 250,000 common shares were issued on August 2, 2002. A
further 1,040,000 common shares are issuable upon exercise of outstanding stock options
and 3,401,000 share purchase warrants, all of which may be exercised in the future
resulting in dilution to Canplats shareholders. The 3,401,000 in share purchase
warrants all expired unexercised on September 30, 2002. Of these amounts, officers and
directors of Canplats own, as a group, 2,646,500 common shares and stock options to
acquire an additional 725,000 common shares. Canplats may issue stock options to purchase
an additional 360,000 common shares remaining under its existing stock option plan. Most
of these common shares, including the common shares to be issued upon exercise of the
outstanding options and warrants, are freely tradable.

Sales of substantial amounts of
Canplats common shares into the public market, or even the perception by the market
that such sales may occur, may lower the market price of its common shares.

Canplats common shares may
experience extreme price and volume volatility which may result in losses to the
shareholders of the Registrant.

On October 31, 2002, Canplats
common shares closed at a price of $0.07. Since Canplats common shares were listed
for trading on March 22, 2001 to October 31, 2002, the high and low trading prices were
$0.42 and $0.05, respectively, with a total volume of 1,452,716 shares.

Trading volume in Canplats
common stock has historically been limited with an average daily trading volume of 8,116
for the period from March 22, 2001 to October 31, 2002. Accordingly, the trading price of
Canplats common stock could be subject to wide fluctuations in response to a variety
of factors including announcement of material events such as mineral exploration results,
changes in metal prices and general and industry-specific economic conditions.

Additionally, the securities markets
in the United States and Canada have recently experienced a high level of price and volume
volatility, and the market price of securities of many mineral exploration companies have
experienced wide fluctuations in price which have not necessarily been related to the
operating performance, underlying asset values or prospects of such companies. It is
expected that such fluctuations in price will continue to occur which may make it
difficult for a shareholder to sell shares at a price equal to or above the price at which
the shares were purchased.

Canplats common shares are
considered penny stock which may have the effect of reducing the level of
trading activity and make it more difficult to sell such shares.

Canplats shares are penny
stock as defined by the Securities and Exchange Commission, which might affect the
trading market for the shares. Penny stocks are generally equity securities with a price
of less than U.S.$5.00 other than securities registered on certain national securities
exchanges or quoted on the NASDAQ National Market. The Securities and Exchange Commission
has adopted rules that regulate broker-dealer practices in connection with transactions in
penny stocks. The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Securities and Exchange Commission that provides information
about penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the transaction
and monthly account statements showing the market value of each penny stock held in the
customers account. The bid and compensation information must be given to the
customer orally or in writing before or with the customers confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from such rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive
the purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary market for
a stock that is subject to the penny stock rules, such as Canplats shares which are
considered penny stock, and therefore make it more difficult to sell those
shares.

Canplats has no history of paying
dividends, does not intend to pay dividends in the foreseeable future and may never pay
dividends.

Since incorporation, Canplats has not
paid any cash or other dividends on its common stock and does not expect to pay such
dividends in the foreseeable future as all available funds will be invested primarily to
finance its mineral exploration programs. Canplats will need to achieve profitability
prior to any dividends being declared which may never happen.

Mineral exploration is subject to
numerous industry operating hazards and risks, many of which are beyond Canplats
control and any one may have an adverse effect on its financial condition and operations.

Mineral exploration involves many
risks, including the inability of Canplats to locate commercially productive mineral
reserves, which even a combination of experience, knowledge and careful evaluation may not
be able to overcome. The operations in which Canplats has a direct or indirect interest
will be subject to all the hazards and risks normally incidental to resource companies,
any of which could result in work stoppages and damage to persons or property or the
environment and possible legal liability for any and all damage. Fires, power outages,
labour disruptions, flooding, explosions, cave-ins, land slides and the inability to
obtain suitable or adequate machinery, equipment or labour are some of the industry
operating risks involved in the operation of mines and the conduct of exploration
programs. Other risks include injury or loss of life, severe damage to or destruction of
property, clean-up responsibilities, regulatory investigation and penalties and suspension
of operations. The occurrence of any of these operating risks and hazards may have an
adverse effect on Canplats financial condition and operations.

Although Canplats will, when
appropriate, secure liability insurance in an amount which it considers adequate, the
nature of these risks is such that liabilities might exceed policy limits, the liability
and hazards might not be insurable, or Canplats might elect not to insure itself against
such liabilities due to high premium costs or other reasons, in which event Canplats could
incur significant costs that may have a material adverse effect upon its financial
condition and operations.

Canplats faces substantial
competition from other mineral companies with much greater resources and may not be able
to effectively compete which would have an adverse effect on Canplats financial
condition and operations.

The resource industry is intensively
competitive in all of its phases, and Canplats competes with many companies possessing
much greater financial and technical research resources. Competition is particularly
intense with respect to the acquisition of desirable undeveloped Platinum group element
properties. The principal competitive factors in the acquisition of such undeveloped
properties include the staff and data necessary to identify, investigate and purchase such
properties, and the financial resources necessary to acquire and develop such properties.
Competition could adversely affect Canplats ability to acquire suitable prospects
for exploration in the future.

Mineral exploration is subject to
governmental regulations and may become subject to additional governmental regulations in
the future. If Canplats is unable to comply with these new regulations, its operations may
be adversely affected.

Mineral exploration on Canplats
properties are affected to varying degrees by: (i) government regulations relating to such
matters as environmental protection, health, safety and labour; (ii) mining law reform;
(iii) restrictions on production, price controls, and tax increases; (iv) maintenance of
claims; (v) tenure; and (vi) expropriation of property. Any mineral exploration activities
conducted by the Registrant, including commencement of production, require permits from
governmental authorities and such operations are and will be governed by laws and
regulations governing prospecting, mining, production, exports, taxes, labour standards,
occupation health, waste disposal, toxic substances, land use, environmental protection,
mine safety and other matters.

Companies engaged in the operation of
mines and related facilities generally experience increased costs, and delays in
production and other schedules as a result of the need to comply with applicable laws,
regulations and permits. All permits required for the conduct of mining operations,
including the construction of mining facilities, may not be obtainable by Canplats on
reasonable terms which would have an adverse effect on any mining project Canplats might
undertake. Additionally, failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions thereunder, including orders
issued by regulatory or judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation of
additional equipment, or remedial actions. Parties engaged in mining operations may be
required to compensate those suffering loss or damage by reason of the mining activities
and may have civil or criminal fines or penalties imposed for violations of applicable
laws or regulations.

To the best of Canplats
knowledge, Canplats is and will be operating in compliance with all applicable
regulations. However, amendments to current governmental laws and regulations affecting
mining companies, or the more stringent application thereof, could adversely affect
Canplats operations including the potential to curtail or cease exploration programs
or to preclude entirely the economic viability of a mineral property. The extent of any
future changes to governmental laws and regulations cannot be predicted or quantified, but
it should be assumed that such laws and regulations will become more stringent in the
future. Generally, new laws and regulations will result in increased compliance costs,
including costs for obtaining permits, delays or fines resulting from loss of permits or
failure to comply with the new requirements.

Canplats activities are subject
to environmental liability, which would have an adverse effect on its financial condition
and operations.

Although Canplats is not aware of any
claims for damages related to any impact that its operations have had on the environment,
it may become subject to such claims in the future. An environmental claim could adversely
affect Canplats business due to the high costs of defending against such claims and
its impact on senior managements time.

Canplats conducts exploration
activities primarily in the Province of Ontario, Canada. Such activities are subject to
various laws, rules and regulations governing the protection of the environment,
including, in some cases, posting of reclamation bonds. All phases of Canplats
operations are subject to environmental regulation in the jurisdictions in which it
operates. Environmental legislation is evolving in a manner which requires stricter
standards and enforcement, increased fines and penalties for non-compliance, more
stringent environmental assessments of proposed properties and a heightened degree of
responsibility for companies and their officers, directors and employees.

Although Canplats has adopted and is
committed to an environmental policy designed to ensure compliance with all environmental
regulations currently applicable, environmental hazards may exist on Canplats
mineral properties, which hazards are not known to Canplats at present, that have been
caused by previous or existing owners or operators.

Also, environmental regulations may
change in the future which could adversely affect Canplats operations including the
potential to curtail or cease exploration programs or to preclude entirely the economic
development of a mineral property. The extent of any future changes to environmental
regulations cannot be predicted or quantified, but it should be assumed that such
regulations will become more stringent in the future. Generally, new regulations will
result in increased compliance costs, including costs for obtaining permits, delays or
fines resulting from loss of permits or failure to comply with the new regulations.

Metal prices have fluctuated widely
in the past and are expected to continue to do so in the future which may adversely affect
the amount of revenues derived from production of mineral reserves.

Although Canplats does not hold any
known mineral reserves of any kind, its future revenues, if any, are expected to be in
large part derived from the future mining and sale of Platinum group elements, precious
metals and base metals or interests related thereto. The prices of these commodities have
fluctuated widely, particularly in recent years, and is affected by numerous factors
beyond Canplats control including international economic and political conditions,
expectations of inflation, international currency exchange rates, interest rates, global
or regional consumptive patterns, speculative activities, levels of supply and demand,
increased production due to new mine developments and improved mining and production
methods, availability and costs of metal substitutes, metal stock levels maintained by
producers and others and inventory carrying costs. The effect of these factors on the
price of base and precious metals, and therefore the economic viability of Canplats
operations, cannot be accurately predicted.

Depending on the price obtained for
any minerals produced, Canplats may determine that it is impractical to commence or
continue commercial production.

ITEM 4. INFORMATION ON THE COMPANY

A. History of the Company

The Company was incorporated under
the laws of the Province of British Columbia, Canada on February 15, 1967 under the name
Colby Mines Ltd. (N.P.L.). The Company is extra-provincially registered in the Province of
Ontario, Canada. On January 11, 1977, the Company changed its name to Colby Mines Ltd. and
then to Colby Resources Corp. on February 11, 1980. On October 14, 1999, the Company
changed its name to International Colby Resources Corporation and consolidated its shares
on a five for one basis. On March 15, 2000 the Company changed its name to Canplats
Resources Corporation.

Canplats became a reporting issuer in
the Province of British Columbia upon the issuance of a receipt for a prospectus on
December 11, 1967. Canplats common shares were listed on the Vancouver Stock
Exchange (a predecessor of the Canadian Venture Exchange) on June 21, 1972. In April 1992,
the common shares of Canplats were delisted by the Vancouver Stock Exchange
(VSE) for failure to pay sustaining fees. Canplats was the subject of cease
trade orders issued by the British Columbia Securities Commission on September 9, 1992 and
January 11, 1993, for failure to submit statutory filings. Both of these cease trade
orders were rescinded by the British Columbia Securities Commission on January 22, 1993.

Canplats initial public
offering prospectus was filed with and receipted by the British Columbia and Alberta
Securities Commissions on February 14, 2001. Effective March 22, 2001, the common shares
of Canplats commenced trading on the TSX Venture Exchange under the trading symbol CPQ.
See A. Share Capital under Item 10. Additional Information.

The registered and records office of
Canplats is located at Suite 1180  999 West Hastings Street, Vancouver, British
Columbia, Canada V6C 2W2. The telephone and facsimile numbers are (604) 689-3846 and (604)
689-3847, respectively.

During the fiscal year ended July 31,
2002, Canplats incurred a total of $553,169 in exploration and acquisition expenditures.
The main areas of expenditures were $197,315 on the Voltaire-Johnspine property ($196,665
exploration; $650 acquisition), $177,376 on the Geikie property ($164,876 exploration;
$12,500 acquisition), $103,084 on the Grand Bay property ($103,084 exploration; $nil
acquisition) and $48,675 on the Posh property ($48,675 exploration; $nil acquisition).

Canplats principal capital
expenditures during the fiscal year ended July 31, 2001 consists of $547,868 in
exploration expenditures primarily on the Voltaire-Johnspine Property ($43,722
acquisition; $197,310 exploration), Grand Bay Property ($15,000 acquisition; $37,322
exploration), Posh Property ($49,920), Geikie Property ($10,850 acquisition; $105,896
exploration), Black Sturgeon Property ($31,428), Tartan Property ($20,080) and Mikinak
West and East Property ($4,000 acquisition; $21,652 exploration).

Canplats has a total of 10 properties
that will continue to have funds expended on them. The funds for this will come from
further financings or from the exercise of stock options and warrants.

B. Business Overview

Canplats is a British Columbia junior
resource company engaged in the acquisition and exploration of mineral resource
properties. Where management determines that it is in the best interest of the Registrant,
joint venture partners have been or may be sought to further explore certain properties.
The Registrant, directly and through joint ventures, is in the process of exploring its
mineral properties located in the Province of Ontario, Canada and has yet to determine
whether any of these properties contain ore reserves that are economically recoverable.
All of the properties in which Canplats currently holds interests are without a known body
of commercial ore. Canplats is an exploration stage company and there is no assurance that
a commercially viable mineral deposit exists on any of its mineral properties. Further
exploration is required before a final evaluation as to the economic and legal feasibility
can be determined.

Following incorporation, Canplats was
a junior resource company engaged in the acquisition and exploration of mineral resource
properties. Following delisting of Canplats common shares by the VSE in April 1992,
Canplats ceased to actively engage in the acquisition and exploration of mineral resource
properties.

Canplats recommenced active
acquisition and exploration of mineral properties in November 1997 when it acquired an
option to acquire a 100% interest in the Horseshoe Island property near Cassummit Lake in
the Red Lake Mining Division of Ontario. The Horseshoe Island property had exploration
potential for gold mineralization but after spending $79,412 on acquisition and
exploration costs, Canplats abandoned it and focused its attention on Platinum group
element (PGE) properties, which it commenced acquiring by staking and
optioning in January 1999. Since focusing on PGE properties, Canplats has acquired other
mineral claim units in the Lake Nipigon area of Ontario.

Canplats principal mineral
properties consist of seven properties located in the Province of Ontario, namely
Voltaire-Johnspine, Stucco, Geikie, Posh, Grand Bay, Black Sturgeon and Mikinak West and
East. Canplats holds interests in three other mineral properties located in the Province
of Ontario, namely Awl Lake, Plateau Lake and North Fintry. Refer to Item 3. Key
Information  D. Property, Plants and Equipment for a description of each of these
mineral properties. Canplats is able to explore year round on its various Ontario
properties. Summer is the preferred time for geochemical sampling and induced polarization
geophysical surveying. Work over the April to May spring breakup is usually suspended.

Plan of Operation

During fiscal 2002 drilling programs
were completed on Voltaire-Johnspine, Grand Bay, Mikinak West, Geikie, Posh and Stucco
properties. Specific plans for additional work on these properties is contingent on the
availability of financing.

a) Voltaire-Johnspine
Property

As part of the Phase I and II
programs, a total of 54.0 km. of grid lines were cut. Ground geophysical EM surveys were
completed on 43.6 km. and 10.4 km. were sampled as part of a soil geochemical survey.
Several drill targets were developed from the interpretation of data from these surveys. A
preliminary 4 hole drill program was completed in February 2001 which totalled 742 metres.
No significant values were intersected by this drilling. A second, 2 hole program was
completed in April 2002, which totalled 1,054 metres. No significant values were
intersected by this drilling. Several drill targets remain untested.

b) Stucco Property

On September 27, 2001, Canplats
entered into an option agreement whereby Platinum Group Metals Ltd. (PTG) could earn 51%
interest in the project in consideration of making staged payments over 48 months,
totalling $65,000 and incurring exploration expenditures of $1 million. As of July 31,
2002, PTG had made payments totalling $40,000 and incurred exploration expenditures in
excess of the scheduled $125,000. Work programs included airborne and ground geophysical
surveys, geological mapping and drilling. No significant values have been intersected to
date. Additional geophysical studies and drilling have been planned.

c) Geikie Property

Phase I and Phase II ground
geophysical programs were completed. These included cutting 43.6 km. of grid lines which
were used as a base for soil sampling and geological mapping. Ground IP and EM surveys
were completed totalling 32.55 km. and 7.2 km. respectively. This work identified numerous
drill targets, 7 of which were tested in October, 2001. A total of 842 metres of drilling
was completed which locally intersected anomalous values in copper and palladium. Several
deep drill targets remain untested.

d) Posh Property

Work programs consisting of line
cutting, soil sampling, geophysical studies and drilling were completed throughout the
year. A total of 15 km. of grid was cut on which were run 15 km. of IP surveys, 8 km. of
soil sampling and 5.8 km. of EM surveys. A two hole drill program, totaling 274 metres was
completed in October, 2001. Anomalous values in copper and palladium were locally
intersected. Several deep drill targets remain untested.

e) Grand Bay Property

Work on this property was carried out
in several programs. A total of 21 km. of line cutting provided the grid for 19.2 km. of
IP surveys, 6.1 km. of EM geophysical surveys. This work was followed-up by a single hole
drill program which totaled 410 metres. No significant values were intersected by this
drill hole which did not penetrate the base of the intrusive.

f) Black Sturgeon Property

A total of 12.5 km. of grid lines were cut and soil sampled.  An EM geophysical survey was
 completed over 6 km. of the grid.

g) Tartan Lake Property

In fiscal 2002, Canplats entered into
an option agreement with Redstar Resource Corp., under which Redstar would earn a 50%
interest. Redstar terminated its option of the property on February 1, 2002. No additional
work was completed on the property and the claims lapsed on March 8, 2002. Canplats no
longer holds any interest in the property.

h) Mikinak West and East
Property

A work program was undertaken in
September, 2001, consisting of 13 km. of line cutting, 13 kilometers of magnetic
geophysical survey and 6 km. of EM geophysical survey. Subsequent to this, Teck Cominco
Limited entered into an option agreement where they could earn up to 60% interest in the
project by making staged payments and incurring work expenditures of $2.25 million over
six years. Teck Cominco has completed additional geophysical survey and an initial drill
program. No significant values were intersected by that drill program. Subsequent to this
work, Canplats received notice that Teck Cominco would be discontinuing their option on
the project. Canplats is awaiting their final report and will make recommendations for
additional work after reviewing the data.

C. Organizational
Structure

Canplats is neither part of a group
nor has interests in significant subsidiaries.

D. Property, Plants and
Equipment

Mineral Properties

As at July 31, 2002, the following
table summarizes all mineral properties held by or in which Canplats has an interest:

`Claim             Number                  Type of
   Property Name                     Units [1]         of Claims             Acquisition [3]            Interest
   ------------------------------- -------------- -- --------------- ---- ----------------------- -- ----------------
   Principal Properties
      Voltaire-Johnspine                  815                62                   Staked                    100%
      Stucco                              314                23                   Staked                    100%
      Geikie                              382                26              Purchased/Staked               100%
      Posh                                128                 8                  Optioned                    75%
      Grand Bay                            76                 5                  Optioned                    75%
      Black Sturgeon                       64                 4                   Staked                    100%
      Mikinak West and East               180                14                  Optioned                    50%
   Other Properties
      Awl Lake                             80                 5                 Purchased                   100%
      Plateau Lake [2]                     52                 4              Optioned/Staked                 50%
      North Fintry                         48                 4                   Staked                    100%
                                   --------------    ---------------

   Total                                2,139               155

                                   ============== == ===============`

(1)    
          One claim unit covers an area of 16 hectares (40 acres).

(2)    
          Property under option to Prism Resources Ltd. See Other Mineral Properties
           c) Plateau Lake Property under this section.

(3)    
         The various types of interests are as follows:

| | Staked  the Company acquired the property through direct staking which is the primary
     method of acquiring exploration rights from the Province of Ontario;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Optioned  the Company optioned the property held by others who previously staked the ground; and                                                               
| | Purchased  the Company purchased the property rights from a third party.                                                                                       

Canplats holds a total of 2,139 claim
units, 2,039 of which are in 8 groups located within the Nipigon Plate area near Thunder
Bay, Ontario. The principal properties of Canplats consist of seven properties within the
Nipigon Plate area, namely Voltaire-Johnspine, Stucco, Geikie, Posh, Grand Bay, Black
Sturgeon and Mikinak West and East. A principal property is selected on the basis of
geophysical survey evidence of similarities to known economic deposits.

General Geology, Mineral
Deposits and Reserves

The Nipigon Plate-Lake Superior area
has been interpreted to potentially be a favourable setting for PGE bearing deposits. At
this time, no mineral deposits or resources have been defined on any of Canplats
properties. Canplats properties are without a known body of commercial ore. The
Nipigon Plate is one of the largest areas of Proterozoic rocks in the world. Widespread
diabase (dolerite) sills called the Logan Sills cover an area measuring 200 kilometres by
250 kilometres.

In Lake Superior, the Mid-Continental
Rift occurs which extends northward through the Nipigon Plate, takes the form of the Black
Sturgeon Fault. It is now apparent that this fault and a series of parallel faults are the
main structures that are related to the feeder system of the mafic intrusives of the Logan
Sills event as well as older and younger intrusives. The Logan Sills have intruded
sediments of the Sibley Group which consist of sandstones and conglomerates.

All of Canplats properties in
the Nipigon Plate area were either staked or optioned because they covered a discreet
magnetic high which is interpreted to be the magnetic expression of a layered
mafic-ultramafic body located beneath the diabase sills (Logan Sills). Exploration efforts
were focussed on the definition of potential sulphide targets.

Principal Mineral
Properties

The following is a description of
Canplats principal mineral properties and its interest in such properties. The
descriptions of these properties are derived from the Report on the Nipigon Plate Platinum
Group Element-Nickel Copper Properties dated October 16, 2000, prepared for Canplats by R.
Cavén, P.Eng. and K. Cunnison, FGAC included as an exhibit to the July 31, 2001
Form 20-F registration statement.

a) Voltaire-Johnspine
Property

Acquisition Details

Canplats staked 641 of the claim
units comprising the Voltaire-Johnspine Property between February 1999 and May 2000. A
further 508 claim units were staked between January and July 2001, all of which Canplats
has a 100% interest in. The Voltaire-Johnspine Property is comprised of five adjacent
claim blocks that have been merged together: Voltaire, Johnspine, Gull River, Chief Bay
and Mount Lake. Canplats has obtained a title opinion in respect of, among other
properties, the Voltaire-Johnspine Property from Carrel & Partners, Barristers and
Solicitors, of Thunder Bay, Ontario dated November 23, 2000. No material defects in title
were reported in the title opinion. The number of claim units has been subsequently
reduced by 334, to the new total of 815.

Description and Location

The Voltaire-Johnspine Property
consists of 815 claim units covering an area of approximately 13,040 hectares and is
located approximately five kilometres south-west of the Gull River Indian Reservation and
65 kilometres north of the Lac des Iles mine, on the Voltaire Lake and Nipigon House claim
sheets, Thunder Bay Mining Division, Ontario. The property is traversed by Highway 527
that links the City of Thunder Bay, Ontario to the Town of Armstrong, Ontario. Gravel
timber roads extend west of the highway through the property and branch roads reach the
northern part of the property.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Voltaire-Johnspine Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              2                      32          February 12, 1999      August 12, 2002 *             $12,800
              7                      96          April 26, 1999         Oct. 26, 2002 *               $30,748
             15                     187          January 5, 2001        Jan 5, 2003                   $74,800
              9                     122          February 12, 1999      Feb 12, 2003                  $45,258
              2                      31          April 19, 2001         April 19, 2003                $12,400
              1                      15          April 25, 2001         April 25, 2003                 $6,000
              3                      41          April 26, 1999         April 26, 2003                 $7,466
              1                      16          April 26, 1999         April 26, 2004                 $6,400
             16                     210          April 27, 2001         April 27, 2003                $84,000
              2                      21          May 23, 2001           May 23, 2003                   $8,400
              4                      44          July 10, 2001          July 10, 2003                 $17,600
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

* Approval of submitted assessment
work pending.

Geology

The property covers the northward
extension of the Black Sturgeon Fault, which is interpreted to be the failed arm of the
Mid-Continental Rift that extends from the southern United States to Lake Superior.

A series of magnetic anomaly patterns
on the property are interpreted to reflect the presence of favourable host rocks and are
localized along the Black Sturgeon Fault or along a major cross fault parallel to the
Quetico Fault. The exploration targets are flat-lying to shallow dipping layers of
disseminated to massive sulphides at the base of the large diabase sills that occur in the
area of the property.

The property is mainly covered by a
sand plain, however diabase outcrops were noted to the side of the magnetic anomalies seen
on the airborne magnetic survey. An extensive crescent shaped aeromagnetic anomaly on the
property suggests a large mafic intrusive occurs along the west side of the Black Sturgeon
Fault. Parallel north trending rift faults are interpreted to occur 10 kilometres west of
the Black Sturgeon Fault on the property.

b) Stucco Property

Acquisition Details

Canplats acquired the claims, which
comprise the Stucco Property, by staking in late December 1999, and April 2000 and has a
100% interest in such claims. Canplats has obtained a title opinion in respect of, among
other properties, the Stucco Property from Carrel+Partners, Barristers and Solicitors of
Thunder Bay, Ontario dated November 23, 2000. No material defects in title were reported
in the title opinion.

On September 27, 2001, the Company
entered into a joint venture agreement with Platinum Group Metals Ltd. (PTG) a
Canadian-based mineral exploration company. Under the agreement, PTG could earn 51%
interest in the project by making cash payments to Canplats in the amount of:

| | $15,000 within 10 days of the date of the agreement (paid)  
| | ------------------------------------------------------------
| | $ 15,000 within 1 month of the date of the agreement (paid) 
| | $ 10,000 within 6 months of the date of the agreement (paid)
| | $ 10,000 within 24 months of the date of the agreement      
| | $ 15,000 within 48 months of the date of the agreement.     

for a total of $65,000, and by
completing the following exploration expenditures as defined below:

| | $ 80,000 within 3 months of the date of the agreement (completed)
| | -----------------------------------------------------------------
| | $125,000 within 12 monthsof the date of the agreement (completed)
| | $1,000,000 within 48 months of the date of the agreement.        

PTG can earn an additional 9% in the
property by completing a feasibility study of the project.

Description and Location

The Stucco Property consists of 314
claim units covering an area of approximately 5,024 hectares. The property is located on
the Rightangle and Circle Lake claim maps, Thunder Bay Mining Division, Ontario and is
approximately 30 kilometres east of the Lac des Iles mine and is accessed from Highway 527
by a main forestry road and several branch roads.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Stucco Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
             11                     162          Dec. 23, 1999          Dec. 23, 2002                 $64,446
              8                      96          April 4, 2000          April 4, 2003                 $37,673
              3                      40          Dec. 23, 1999          Dec. 23, 2003                 $15,548
              1                      16          Aug. 13, 2001          Aug. 13, 2004                  $6,400
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

Geology

The property covers a linear magnetic
high which is associated with the eastern extension of the Quetico Fault. Several lake
sediment samples, taken from the lakes which overlie the magnetic feature by the
Geological Survey of Canada, had anomalous nickel values.

The property is predominantly covered
by diabase, although a gabbro outcrop was found to the south of Stucco Lake. Further
south, sediments and volcanics were found on the property.

c) Geikie Property

Acquisition Details

Canplats acquired a 100% interest in
seven claims (108 claim units) under an agreement (the Patrie Agreement) dated
April 28, 1999 with Bryan Patrie on payment of $10,000 (paid), the granting of a 1% net
smelter returns royalty and the issuance of up to 100,000 common shares. The common shares
are to be issued, subject to regulatory approval, in four equal instalments of 25,000
common shares each at six-month intervals and by October 31, 2002 all shares had been
issued. Canplats may purchase the net smelter returns royalty at any time on payment of
$500,000. Bryan Patrie is at arms length to the Registrant.

In April and May 2000, Canplats
staked an additional 24 claims consisting of 335 claim units in the area surrounding the
claims acquired under the Patrie Agreement. An additional three claims (46 claim units)
were staked in May 2001. The 27 claims staked by Canplats and seven claims acquired under
the Patrie Agreement are together known as the Geikie Property.

Canplats has obtained a title opinion
in respect of, among other properties, the Geikie Property from Carrel & Partners,
Barristers and Solicitors of Thunder Bay, Ontario dated November 23, 2000. No material
defects in title were reported in the title opinion. The number of claim units has been
subsequently reduced by 107 to the new total of 382.

Description and Location

The Geikie Property consists of 382
claim units (26 claims) and covers an area of approximately 6,122 hectares. The property
is located on Highway 527 on the boundary of the Cheeseman Lake, Kitchen Lake, Lunch Creek
and Chief Bay claim maps, Thunder Bay Mining Division, Ontario, and is 15 km north of the
road entrance to the Lac des Iles mine and 120 km north of Hwy 17-11 in Thunder Bay,
Ontario.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Geikie Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              2                      28          February 12, 1999      February 12, 2003              $4,848
              5                      64          April 10, 2000         April 10, 2003                $24,867
              3                      48          April 26, 1999         April 26, 2003                $19,200
              6                      96          April 26, 2000         April 26, 2003                $38,180
              5                      68          May 12, 2000           May 12, 2003                  $26,563
              3                      46          May 23, 2001           May 23, 2003                  $18,400
              2                      32          Feb. 12, 1999          Feb. 12, 2004                  $9,188
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

Geology

The property covers an extensive east
west trending magnetic anomaly which forms part of a 40 kilometre elliptical structure
that may be a large cone shaped mafic intrusion. Anomalous copper and cobalt lake sediment
samples occur on or near the property. The sediment samples were collected as part of a
regional lake sediment program by the Geological Survey of Canada/Ontario Geological
Survey in the 1980s and 1998.

The Geikie property is covered with
occasional outcrops of diabase, however a very coarse-grained highly magnetic phase of the
diabase was noted on Hwy 527 where BL 0 crosses the highway. Pyroxene crystals occur as
bundles in this phase. This rock also contained two remanent magnetic directions and
occurs where minor hematization and more intensive fracturing occurs suggesting a thermal
event below the diabase that caused these phenomena. Beaches on the northeast shore of
Cheeseman Lake contain abundant black sand which may have been derived from the weathering
of mafic to ultramafic rocks. The extensive copper-cobalt-palladium geochemical anomaly on
the southwest side of this claim group suggests the presence of a mineralized
mafic-ultramafic intrusive beneath the thin diabase cover.

d) Posh Property

Acquisition Details

Under an agreement (the Posh
Underlying Agreement) dated February 15, 1999 between East West and Dan Patrie, East
West acquired an option to acquire a 100% interest in seven claims consisting of 112 claim
units. In order to acquire its interest in the property, East West is required to pay Dan
Patrie $15,000 (paid) and issue to Dan Patrie 100,000 common shares (issued) in its
capital in four equal instalments of 25,000 common shares each at six-month intervals
commencing following Exchange approval of the acquisition. In addition, East West granted
Dan Patrie a 1% net smelter returns royalty, which can be purchased by East West for
$500,000. On April 6, 1999, the Exchange approved the Posh Underlying Agreement.

In April 1999, two additional claims
(consisting of 32 claim units) were staked in the area surrounding the claims acquired
under the Posh Underlying Agreement. The two additional claims and seven claims acquired
under the Posh Underlying Agreement are together known as the Posh Property.

Under an option agreement (the
Posh Agreement) dated June 30, 1999 between East West and the Registrant, East
West granted Canplats an option to acquire up to a 75% interest in the Posh Property. In
order to earn a 50% interest in the property under the Posh Agreement, Canplats is to pay
East West $1,000 (paid) on execution of the Posh Agreement and a further $29,000 (paid) on
June 30, 2001 and incur exploration expenditures on the property of $40,000 on or before
December 30, 2000 and a further $60,000 on or before June 30, 2001. The Posh Agreement was
subsequently amended to allow completion of the initial exploration expenditures by
December 31, 2001 and by this date, Canplats had met the $100,000 exploration obligation.
On earning a 50% interest in the property, Canplats may earn a further 25% interest in the
property by incurring exploration expenditures on the property of $400,000 on or before
June 30, 2003. East West and Canplats share a common director, James W. Tutton, and are
considered to be related parties.

In April 2000, Canplats staked a
further two claims consisting of 28 claim units adjacent to the existing Posh claims. In
September 2000, Canplats staked a further four claims consisting of 45 claim units
adjacent to the existing Posh claims. Under an amending agreement dated September 30,
2000, East West and Canplats agreed to include such additional 73 claim units as part of
the Posh Property under the Posh Agreement.

Canplats has obtained a title opinion
in respect of, among other properties, the Posh Property from Carrel & Partners,
Barristers and Solicitors of Thunder Bay, Ontario dated November 23, 2000. No material
defects in title were reported in the title opinion. Subsequent to this, the Company
elected to reduce the number of claims units by 89 to the new total of 128.

Description and Location

The Posh Property is a 128 claim unit
property consisting of 8 claims and covering approximately 2,048 hectares. The Posh
Property is located about 40 kilometres north-east of the Lac des Iles mine, half way
between the Geikie Property and the Stucco Property described above. Forestry roads, which
originate from Highway 527, access the property.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Posh Property are set out below:

`------------------------- ------------------- ------------------------- ------------------------ --------------------
    Number of Claims       Number of Claim         Recording Date             Expiry Date             Required
                                Units                                                              Assessment Work
------------------------- ------------------- ------------------------- ------------------------ --------------------
              7                  112          February 12, 1999         February 12, 2003               $42,936
              1                   16          April 26, 1999            April 26, 2003                   $6,400
------------------------- ------------------- ------------------------- ------------------------ --------------------`

Geology

The claims cover a 6.4 kilometre-long
magnetic anomaly, which is oriented in a north-easterly direction and is associated with a
structure which extends from the Lac des Iles mine and continues to the north-east where
it passes below Lake Nipigon in the vicinity of the Grand Bay property. The magnetic
anomaly also sits within a larger elliptical ring or cone structure as observed in the
aeromagnetic data. Therefore, the magnetic anomaly may reflect an ultramafic feeder to a
larger intrusion in the area.

e) Grand Bay Property

Acquisition Details

Under an agreement dated February 15,
1999 between Canadian Golden Dragon Resources Ltd. (Golden Dragon) and Michael
MacIsaac, Golden Dragon acquired an option to acquire a 100% interest in five claims
consisting of 76 claim units and known as the Grand Bay Property. In order to acquire its
interest in the property, Golden Dragon is required to pay Michael MacIsaac $10,000 (paid)
and issue to Michael MacIsaac 100,000 common shares (issued) in its capital in four equal
instalments of 25,000 common shares each at six-month intervals commencing following
Exchange approval of the acquisition. In addition, Golden Dragon granted Michael MacIsaac
a 1% net smelter returns royalty, which can be purchased by Golden Dragon for $500,000. On
March 25, 1999, the Exchange approved the acquisition of the Grand Bay Property.

Under an option agreement (the
Grand Bay Agreement) dated June 30, 1999 between Golden Dragon and the
Registrant, Golden Dragon granted Canplats an option to acquire up to a 75% interest in
the property. In order to earn a 50% interest in the property under the Grand Bay
Agreement, Canplats is to pay Golden Dragon $1,000 (paid) on execution of the Grand Bay
Agreement, $10,000 on June 30, 2000 (paid) and a further $15,000 (paid) on June 30, 2001
and incur exploration expenditures on the property of $40,000 on or before December 30,
2000 and a further $60,000 on or before June 30, 2001. The Grand Bay Agreement was
subsequently amended to allow completion of the initial exploration expenditures by
December 31, 2001 and by this date, Canplats had met the $100,000 exploration obligation.
On earning a 50% interest in the property, Canplats may earn a further 25% interest in the
property by incurring exploration expenditures on the property of $400,000 on or before
June 30, 2003. Golden Dragon is at arms length to the Registrant.

Canplats has obtained a title opinion
in respect of, among other properties, the Grand Bay Property from Carrel & Partners,
Barristers and Solicitors of Thunder Bay, Ontario dated November 23, 2000. No material
defects in title were reported in the title opinion.

Description and Location

The Grand Bay Property consist of 76
claim units (5 claims) covering an area of approximately 1,216 hectares. The property and
is located on the west shore of Lake Nipigon near Black Sturgeon Bay.

The claims can be accessed via Hurket
Road which joins Highway 527 near Kabitotikwia, Ontario with Hurkett located on Highway 17
between Dorion and Redrock, Ontario. The claims can also be accessed via the Poskokagan
River from Hurkett Road.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Grand Bay Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
            2                     32             February 12, 1999      February 12, 2004              $4,401
            3                     44             February 12, 1999      February 12, 2005             $11,454
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

Geology

The property covers a 2.4
kilometre-long magnetic anomaly that extends south-west from the Black Sturgeon Fault. It
lies immediately north of the intersection of the Black Sturgeon Fault and an interpreted
fault parallel to the Quetico Fault which is associated with the Lac des Iles mine.

The west side of the Grand Bay
Property is covered by overburden, and the east side of the property contains diabase
outcrops along the shore of Chief Bay.

f) Black Sturgeon Property

Acquisition Details

Canplats staked the claims, which
comprise the Black Sturgeon Property, in March 1999 and April 2000 and has a 100% interest
in such claims. Canplats has obtained a title opinion in respect of, among other
properties, the Black Sturgeon Property from Carrel+Partners, Barristers and Solicitors of
Thunder Bay, Ontario dated November 23, 2000. No material defects in title were reported
in the title opinion.

Description and Location

This Black Sturgeon Property consists
of 64 claim units covering an area of approximately 1,024 hectares. The property is
located on the ground between Black Sturgeon Lake and Lake Nipigon, Ontario and is
accessed via Hurket Road from Highway 17, which joins Highway 527 at Kabitotikwia,
Ontario. The claims are also accessible by boat.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Black Sturgeon Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              3                     48           March 15, 1999         March 15, 2003                $16,312
              1                     16           April 10, 2000         April 10, 2003                 $3,621
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

Geology

This 64 claim unit property covers a
magnetic anomaly adjacent to the Black Sturgeon Fault roughly 5 kilometres south of the
Grand Bay anomaly. The anomaly extends eastward from the Black Sturgeon Fault and is
associated with an east-west fault parallel to the Quetico Fault.

Extensive diabase outcrops cover the
property.

g) Tartan Lake Property

Acquisition Details

Canplats acquired the 4 claim, 56
claim unit Tartan Lake Property by staking and held a 100% interest in such claims.
Canplats has obtained a title opinion in respect of, among other properties, the Tartan
Lake Property from Carrel+Partners, Barristers and Solicitors of Thunder Bay, Ontario
dated November 23, 2000. No material defects in title were reported in the title opinion.

On the 20th of June, 2001, the
Company entered into an agreement with Redstar Resources Corporation (RRC), whereby RRC
could earn up to a 50% interest in the property by making the following stayed payments:

| | $ 5,000 on or before June 1, 2001 (paid)
| | ----------------------------------------
| | $15,000 on or before December 1, 2001   
| | $20,000 on or before June 1, 2003       
| | $30,000 on or before June 1, 2004;      

and by incurring exploration and
development expenditures totalling $750,000 in aggregate amounts of:

| | $50,000 in aggregate of work on or before December 1, 2001
| | ----------------------------------------------------------
| | $ 75,000 in aggregate of work on or before June 1, 2002   
| | $275,000 in aggregate of work on or before June 1, 2003   
| | $500,000 in aggregate of work on or before June 1, 2004   
| | $750,000 in aggregate of work on or before June 1, 2005   

RRC did not complete any work on the
property and terminated their option on February 1, 2002. Canplats elected not to renew
the claims, which lapsed on March 8, 2002. The Company no longer holds any interest in the
property.

Description and Location

The Tartan claim group covers an area
of approximately 896 hectares and is accessed by a gravel road that extends east of Hwy
527 to Hwy 17 at a point near Dorion, Ontrario. The claim group is situated three
kilometres south of Greenwich Lake on the Tartan Lake claim sheet.

h) Mikinak West and East
Property

Acquisition Details

Under an option agreement dated
February 12, 2000 with Ken Fenwick and Don Leishman, East West acquired an option to
acquire a 100% interest in the Mikinak West and East Property on the payment of $40,000 in
staged cash payments over 48 months, the issuance of 100,000 common shares of East West in
installments of 25,000 shares (all of which have been issued), the granting of a 2% net
smelter returns royalty and the incurring of exploration expenditures of $10,400
(incurred) on or before April 27, 2000. East West may purchase 0.8% of the net smelter
returns royalty on payment of $800,000.

Under an option and joint venture
agreement between Canplats and East West dated March 17, 2000, on Canplats funding a total
of $20,000 in option payments to the vendors and assessment work on the property, East
West and Canplats will enter into a joint venture on an equal basis in respect of the
property. East West and Canplats share a common director, James W. Tutton, and are
considered to be related parties.

Canplats has obtained a title opinion
in respect of, among other properties, the Mikinak West and East Property from Carrel
& Partners, Barristers and Solicitors of Thunder Bay, Ontario dated November 23, 2000.
No material defects in title were reported in the title opinion.

On March 25, 2002, Teck Cominco
Limited (TCL) entered into an option agreement whereby TCL could earn a 51% interest in
the project by making the following payments and incurring cumulative exploration
expenditures of:

`------------------------------------ --------------------------------------- ----------------------------------
                                              Non-cumulative                          Cumulative
         On or before                           Cash payment                          Expenditures

         ------------------------------------ --------------------------------------- ----------------------------------
         ------------------------------------ --------------------------------------- ----------------------------------
         June 30, 2002                        $  10,000 (paid)                        $  25,000 (completed)
         ------------------------------------ --------------------------------------- ----------------------------------
         ------------------------------------ --------------------------------------- ----------------------------------
         April 30, 2003                       $  25,000                               $   75,000 (completed)
         ------------------------------------ --------------------------------------- ----------------------------------
         ------------------------------------ --------------------------------------- ----------------------------------
         April 30, 2004                       $  30,000                               $ 175,000
         ------------------------------------ --------------------------------------- ----------------------------------
         ------------------------------------ --------------------------------------- ----------------------------------
         April 30, 2005                       $  35,000                               $ 400,000
         ------------------------------------ --------------------------------------- ----------------------------------
         ------------------------------------ --------------------------------------- ----------------------------------
         April 30, 2006                               --                              $ 750,000
         ------------------------------------ --------------------------------------- ----------------------------------`

TCL can acquire an additional 9%
interest in the project by incurring additional exploration expenditures of $1.5 million
over two years. Subsequent to fiscal 2002, TCL gave notice that it was terminating the
agreement.

Description and Location

The Mikinak West and East Property is
comprised of two claim blocks located 50 kilometres and 60 kilometres, respectively, east
of the Lac des Iles mine. Mikinak West consists of 149 claim units (12 claims) covering
approximately 2,384 hectares. Mikinak East covers an area of approximately 496 hectares
and consists of 31 claim units (2 claims).

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Mikinak West and East Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              2                     31           April 25, 2000         April 25, 2003                $12,138
              2                     31           April 27, 1999         April 27, 2003                $12,400
              4                     52           May 12, 2000           May 12, 2003                  $20,800
              2                     17           Oct. 26, 2001          Oct. 26, 2003                  $6,800
              2                     21           Nov. 19, 2001          Nov. 19, 2003                  $8,400
              2                     28           May 12, 2000           May 12, 2004                  $11,096
------------------------- ---------------------- ---------------------- ---------------------- ----------------------`

Geology

These two claim blocks are located 50
kilometres and 60 kilometres, respectively, east of the Lac des Iles mine. Mikinak West is
contiguous to the north-east of the Circle Lake property (see Other Mineral
Properties under this section) and covers the extension of the same geologic and
geophysical trends. Mikinak East covers a magnetic high on the east side of Black Sturgeon
Lake.

---

Exploration History

There had been no recorded
exploration activity on any of the principal properties, other than regional surveys and
mapping funded by both the Ontario and Federal governments. These surveys include airborne
magnetic surveys, completed in 1962 and updated in 1991; regional geologic mapping between
1965 and 1991; widely spaced lake bottom geochemical sampling in 1977; and a detailed lake
bottom geochemical sampling program released in May and September 2000.

Exploration activities, in the form
of geologic mapping, airborne magnetic and electromagnetic (EM) surveys, and ground
magnetic and induced polarization (IP)/resistivity surveys, were carried out by Canplats
on certain of its properties during the summer of 1999, and in January to February 2000,
at an aggregate cost of $177,231.

During the fiscal years ended July
31, 2002 and July 31, 2001, a total of $553,169 and $547,868 was spent on all
Canplats mineral properties. The details of this work for each property are listed
below.

a) Voltaire-Johnspine
Property

During the summer of 1999 and in
January and February 2000, a total of 37.1 kilometres of lines were cut and surveyed for
total field magnetics. In addition, eight kilometres of IP/resistivity survey were
completed over the northernmost target. Several weak IP anomalies occur near the magnetic
high suggesting the presence of disseminated sulphides. The airborne EM survey identified
numerous 12 channel responses in association with the main magnetic feature as well as
several flanking responses. In the absence of any known graphitic occurrences, these
indicate the possible presence of massive sulphide conductors. The total cost for this
work was $65,234.

During the fiscal year ended July 31,
2001, a total of $241,032 was spent on the Voltaire-Johnspine property. A total of 23.8
kilometres of ground magnetic and 34 kilometres of electromagnetic surveys were completed
over several anomalies identified in earlier airborne surveys. Three target areas that
were accessible under break-up conditions were drill-tested. The first hole penetrated a
diabase sill followed by Proterozoic sediments and Archean metamorphic formations. The
second hole intersected 300 metres of an intrusive gabbro body containing a section
anomalous in copper. The third hole went through diabase into Archean iron formation,
metamorphic units and a hornblendite intrusive body. Both the gabbro and hornblendite in
Holes 2 and 3 resemble intrusives in the Las des Iles palladium mine area. Geochemical
surveys and mapping will be carried out to assist in prioritising drill targets,
particularly in the Mount Lake area in the northern part of the property where government
lake bottom sediment samples yielded anomalous copper, palladium and gold values.

During the fiscal year ended July 31,
2002, a total of $196,665 was spent on the Voltaire-Johnspine property. A two-hole
drilling program was completed in April 2002, which totalled 1,054 metres. These holes
tested the base of magnetic anomalies that were modeled from data derived from a high
definition airborne magnetic survey completed in February 2002. No significant values were
intersected by this drilling. The hole testing the Gull River anomaly did intersect
olivine rich (35%) gabbros beneath 400 metres of Archean meta-sandstones, as predicted by
the magnetic modeling. Several anomalies remain untested which overlie the projected
extension of the Garden Lake Greenstone belt, which presumably would provide the sulphur
necessary for the formation of nickel or copper sulphides.

b) Stucco Property

During the summer of 1999 and in
January and February 2000, this property was covered by two flight lines of the airborne
EM survey with a separation of 1600 metres at a cost of $5,702. Only weak conductors were
found associated with magnetic anomaly suggesting this area would likely host a
disseminated style of mineralization.

On September 27, 2001, the Company
entered into an option agreement whereby Platinum Group Metals Ltd. (PTG) could earn a 51%
interest in the project in consideration of making staged payments over 48 months,
totalling $65,000 and incurring exploration expenditures of $1 million. As of fiscal
year-end, PTG had made payments totalling $40,000 and incurred exploration expenditures in
excess of the scheduled $125,000. Work programs included airborne and ground geophysical
surveys, geological mapping and drilling. No significant values have been intersected to
date. Additional surveys have been planned on the property and on adjoining claims where
Canplats and East West Resources have interests.

c) Geikie Property

During the summer of 1999 and in
January and February 2000, a total of 6.8 kilometres of magnetometer and IP surveys were
completed on two north-south lines and one east-west line. Two separate anomalies were
detected, one of which correlates with a very high copper-cobalt lake sediment anomaly.
The airborne EM survey identified weak conductors associated with the IP anomalies
supporting the potential for disseminated sulphides. The total cost for this work was
$24,585.

During the fiscal year ended July 31,
2001, a total of $116,746 was spent on the Geikie property. A total of 22 kilometres of
induced polarization (IP) surveys have identified a number of anomalies, both peripheral
to and directly associated with magnetic anomalies. The grid has been expanded by an
additional 30.7 kilometres. Magnetometer and EM surveys were completed over the entire
grid. Soil samples were collected from approximately 30 kilometres of the grid. There is a
close relationship between the anomalies and extensive high geochemical values in copper,
palladium and gold from a previous government lake bottom sediment sampling program.

During the fiscal year ended July 31,
2002, a total of $164,876 was spent on the Geikie property. Ground IP and EM surveys were
completed totalling 32.55 km and 7.2 km respectively. This work identified numerous drill
targets, seven of which were tested in October 2001. A total of 842 metres of drilling was
completed which locally intersected anomalous values in copper and palladium. Most of this
drilling was focused on locating a near surface Lac des Iles-type target. The deeper holes
were progressively becoming more olivine and magnesium-rich with depth.

A high definition airborne magnetic
survey was flown in the summer of 2002. Modeling of this data has identified several
deep-seated targets reflecting possible accumulations of nickel or copper sulphides at the
base of a conical-shaped intrusion.

d) Posh Property

These claims were covered by 14.4
kilometres of magnetometer and IP survey. A strong north-east south-west magnetic anomaly
was outlined which correlates with the flanking and central parts of the IP survey
results. These are associated with weak airborne EM conductors suggesting the presence of
disseminated mineralization. The cost of this work was $40,715.

During the fiscal year ended July 31,
2001, a total of $49,920 was spent on the Posh property. A total of 14.2 kilometres of IP
surveys were completed and have identified anomalies coincident with the magnetic high.
Further geochemical sampling of eight kilometres of the grid and mapping are underway.

During the fiscal year ended July 31,
2002, a total of $48,675 was spent on the Geikie property. A total of 15 km of grid was
cut on which were run 15 km of IP survey, 8 km of soil sampling and 5.8 km of EM survey. A
two-hole diamond drill program, totalling 274 metres was completed in October 2001.
Anomalous values in copper and palladium were locally intersected. A detailed airborne
magnetic survey was completed in the summer of 2002. Modeling of this data is suggesting
the possible presence of a large mafic body having been intruded up along a regional
break. These deep-seated targets remain untested.

e) Grand Bay Property

During the summer of 1999 and in
January and February 2000, a total of 10.3 kilometres of lines were cut and surveyed for
total field magnetics. Frozen ground conditions allowed only six kilometres of the grid to
be surveyed for IP/resistivity. These surveys identified weak flanking magnetic anomalies.
The airborne EM survey located strong, 12-channel responses suggesting the presence of
massive sulphides. The cost of this work was $23,011.

During the fiscal year ended July 31,
2001, a total of $52,322 was spent on the Grand Bay property. A total of 13.2 kilometres
of IP surveys and eight kilometres of soil sampling were completed.

During the fiscal year ended July 31,
2002, a total of $103,084 was spent on the Grand Bay property. Work on this property has
been carried out in several programs. A total of 21 km of line cutting provided the grid
for 19.2 km of IP survey, 6.1 km of EM geophysical survey. This work was followed-up in
November 2002 by a single drill hole which totalled 410 metres. This hole intersected a
series of mafic sills which were becoming olivine-rich (up to 25%) with depth. Modeling of
magnetic data from a survey flown in January 2002 showed that the drill hole was on the
verge of penetrating the top of the source of the magnetic anomaly. Any accumulations of
nickel sulphides would be at the base of the intrusion, projected to be an additional 400
metres below the bottom of the drill hole.

f) Black Sturgeon Property

During the summer of 1999 and in
January and February 2000, the property was covered by two flight lines of the airborne
EM/ magnetometer survey at a cost of $31,428. Strong, 12-channel responses were
identified, suggesting the presence of sulphides.

During the fiscal year ended July 31,
2001, a total of $51,647 was spent on the Black Sturgeon property. A total of 13.0
kilometres of IP surveys were completed.

During the fiscal year ended July 31,
2002, a total of $18,909 was spent on the Black Sturgeon property. A total of 12.5 km of
grid lines were cut and soil-sampled. An EM geophysical survey was completed over 6 km of
the grid. A detailed airborne magnetic survey flown in February delineated a series of
intersecting structures along which mafic rocks have been intruded. Exploration targets
exist at the intersections of the limbs of the intrusions.

g) Tartan Lake Property

Minimal exploration work has been
carried out on the Tartan Lake Property by the Registrant.

During the fiscal year ended July 31,
2001, a total of $31,428 was spent on the Tartan Lake property. A total of 71.6 kilometres
of line cutting and 70.0 kilometres of magnetometer surveys were completed.

During the fiscal year ended July 31,
2002, a total of $680 was spent on the Tartan Lake property. The claims were allowed to
lapse and all costs relating to the property were written off.

h) Mikinak West and East
Property

The Mikinak West and East claims were
surveyed with induced polarization. During the fiscal year ended July 31, 2001, a total of
$21,652 was incurred on the property.

During the fiscal year ended July 31,
2002, a total of $10,469 (net) was spent on the Mikinak properties by Canplats. A work
program on Mikinak West was undertaken in September, 2001, consisting of 13 km of cutting,
13 km of magnetic geophysical survey and 6 km of EM geophysical survey. Subsequent to
this, Teck Cominco Limited entered into an option agreement where they could earn up to
60% interest in the project by making staged payments and incurring work expenditures of
$2.25 million over six years. Teck Cominco has completed an additional geophysical survey
and an initial drill program of over 500 metres. No significant values were intersected by
that drill program. Subsequent to this work, the Company has received notice that Teck
Cominco would be discontinuing their option of the project. The Company is awaiting their
final report and will make recommendations for additional work after reviewing the data.

---

Other Mineral Properties

a) Circle Lake

Acquisition Details

Canplats staked the claims, which
comprise the Circle Lake Property, in March and May 2000 and had a 100% interest in such
claims. Canplats had not obtained a title report in respect of the Circle Lake Property.
The claims were allowed to lapse in fiscal 2002 and $15,382 in accumulated property costs
were written off.

Description and Location

The Circle Lake Property consisted of
196 claim units (15 claims) covering an area of approximately 3,136 hectares. The property
covers the north-west extension of the Stucco Property magnetic anomaly, which is also
parallel to the Quetico fault.

b) Boomer Lake

Acquisition Details

Canplats staked the claims, which
comprise the Boomer Lake Property, in May 2000 and has a 100% interest in such claims.
Canplats has not obtained a title report in respect of the Boomer Lake Property. The
claims were allowed to lapse in fiscal 2002 and $8,192 in accumulated property costs were
written off.

Property Description

The Boomer Lake Property consisted of
124 claim units (10 claims) and covers an area of approximately 1,968 hectares. The
property is contiguous with the Circle Lake and Mikinak West claims and covers the same
geologic and geophysical trends.

c) Plateau Lake Property

Acquisition Details

Under an agreement (the Initial
Plateau Lake Agreement) dated effective February 1, 1999, Canplats and East West
agreed to stake 12 claim units, which claim units originally comprised the Plateau Lake
Property. The 12 claim units are held on an equal basis. Under the February 1, 1999
agreement, Canplats and East West agreed to fund all exploration expenses and costs
associated with keeping the property in good standing on an equal basis. In addition,
Canplats and East West agreed to share the cost of the acquisition, exploration and
holding of adjacent claims on an equal basis. East West and Canplats share a common
director, James W. Tutton, and are considered to be related parties.

By an agreement (the Initial
Prism Agreement) dated June 25, 1999 among the Registrant, East West and Prism
Resources Inc. (Prism), Prism was granted an option to acquire up to a 60%
interest in the original 12 claim units included in the property by making staged cash
payments totalling $8,500 (paid) over two years and incurring exploration expenditures of
$436,000 over four years.

An additional 40 claim units were
optioned by East West from Stares Contracting Corp. and James Dawson under an agreement
(the Stares Agreement) dated January 23, 2000. In order to acquire a 100%
interest in such claims under the Stares Agreement, East West is required to pay $60,000
in staged cash payments over 48 months ($30,000 was paid at July 31, 2002), issue 100,000
common shares in its capital in four equal instalments of 25,000 common shares each at
six-month intervals commencing following Exchange approval of the acquisition (all shares
issued at July 31, 2002) and granting a 2% net smelter returns royalty on base metals and
a 3% net smelter returns royalty on precious metals. East West may purchase 1% of the base
metals net smelter returns royalty and 1.5% of the precious metals net smelter returns
royalty on payment of $500,000 per 0.5%. In addition, East West will have a right of first
refusal to acquire the base and precious metals net smelter returns royalties. East West
received Exchange approval of the Stares Agreement on March 25, 2000.

Canplats and East West, under an
agreement dated February 15, 2000, agreed to share the cost of the acquisition of the
claims acquired by East West under the Stares Agreement and include such claims in the
Plateau Lake Property. Pursuant to such agreement, East West agreed to issue the shares to
be issued under the Stares Agreement and Canplats agreed to pay the initial option
payments up to $15,000, thereafter the parties agreed to make all remaining option
payments on an equal basis.

During March 2000, Canplats and East
West staked 42 additional claim units, which are contiguous to the 12 claim units staked
by Canplats and East West in February 1999 and are held by Canplats and East West on an
equal basis under the Initial Plateau Lake Agreement. The 54 claim units staked by
Canplats and East West and the 40 claim units optioned by East West under the Stares
Agreement are together known as the Plateau Lake Property.

Under an agreement dated June 20,
2000, Prism was granted an option to acquire a 60% interest in the 40 claim units which
were optioned by East West under the Stares Agreement by making staged cash payments
totalling $20,000 over two years, making all cash option payments due under the Stares
Agreement and incurring exploration expenditures of $450,000 over five years.

Under a further agreement dated June
20, 2000, Prism was granted an option to acquire a 60% interest in the 42 claim units
which were staked by Canplats and East West in March 2000 by incurring exploration
expenditures of $450,000 over five years.

Canplats has not obtained a title
report in respect of the Plateau Lake Property. Net costs to July 31, 2002 expended on
this property by Canplats were $7,152.

Description and Location

This 52 unit property covers a 650
metre-long pyroxenite intrusion near Plateau Lake near the north side of Highway 11 at
Atikokan, Ontario. The claims are located in the North Pickerel claim map, Thunder Bay
Mining Division.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the Plateau Lake Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              3                     40           Oct. 30, 1999          Oct. 30, 2002*                $14,808
              1                     12           Feb. 12, 1999          Feb 12, 2003                   $4,742`

* These claims were cancelled after
October 30, 2002.

Exploration work on the property will
be funded by Prism pursuant to the terms of the June 25, 1999 and June 20, 2000 option
agreements.

d) North Fintry Property

Acquisition Details

Canplats staked the claims, which
comprise the North Fintry Property, in March 1999 and has a 100% interest in such claims.
Canplats has not obtained a title report in respect of the North Fintry Property. Total
costs to July 31, 2001 expended on this property by Canplats were $9,571 and these costs
were written off in fiscal 2002.

Description and Location

This 48 unit property covers a 2.4
kilometre diameter magnetic anomaly on the north margin of the Quetico Belt which extends
from the Rainy River area of north-western Ontario eastward to the Kapuskasing area. This
magnetic feature is interpreted to reflect a mafic body (gabbro) on the Quetico Fault
similar to other bodies in the Atikokan to Thunder Bay region that contain
nickel-copper-PGE deposits.

The number of claim units, recording
dates, expiry dates and assessment work required to be incurred by Canplats (in order to
maintain the claims in good standing for a period of one year after the expiry date) for
the claims which comprise the North Fintry Property are set out below:

|Number of Claims | Number of Claim Units | Recording Date | Expiry Date  | Required AssessmentWork
|---------------- | --------------------- | -------------- | ------------ | -----------------------
|4                | 48                    | June 1, 2001   | June 1, 2003 | $19,200                

The area is also  transected by a north-east  trend of  carbonatite  intrusions  that in one instance  contain  significant  amounts of
copper and palladium  (Coldwell  Complex on Lake Superior).  This trend continues north of the property which is itself at the junction
of the Quetico  Fault and the  carbonatite  trend.  It is speculated  that this could  generate an important  location for  PGE-bearing
deposits.

Access to the  property  is by winter  roads that  connect  with  Highway 11  approximately  40 miles west of Hearst,  Ontario.  Ground
follow-up with induced  polarization  and magnetic  surveys are recommended to locate  disseminated  sulphide  mineralization.  At this
time, no work is planned on the property.

e) Awl Lake Property

Acquisition Details

In August, 2001, Canplats acquired the Awl Lake property and has a 100% interest in the claims.

Description and Location

The 5 Awl Lake mineral claims total 80 units and are located in Obonga Lake area of the Thunder Bay Mining  Division  approximately  20
kilometres  southeast  of the Puddy Lake  nickel-chromium-platinum  prospect.  The Awl Lake claims  were staked to cover a  significant
government PGM lake sediment anomaly that coincides with a strong airborne  magnetic  anomaly.  At this time, no work is planned on the
property.

The number of claim  units,  recording  dates,  expiry  dates and  assessment  work  required to be  incurred by Canplats  (in order to
maintain  the claims in good  standing  for a period of one year after the expiry  date) for the  claims  which  comprise  the Awl Lake
Property are set out below:

`------------------------- ---------------------- ---------------------- ---------------------- ----------------------
    Number of Claims      Number of Claim Units     Recording Date           Expiry Date        Required Assessment
                                                                                                       Work
------------------------- ---------------------- ---------------------- ---------------------- ----------------------
              5                     80           Jan. 5, 2001           Jan. 5, 2003                  $32,000`

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the
financial condition, changes in financial condition and results of operations of Canplats
for each of the years in the three-year period ended July 31, 2002, should be read in
conjunction with the financial statements of Canplats included in Item 17. Financial
Statements. Canplats financial statements are presented in Canadian dollars and have
been prepared in accordance with Canadian generally accepted accounting principles
(GAAP). Material differences between Canadian and U.S. GAAP, as applicable to
the Registrant, are set forth in Note 13 to the financial statements of Canplats included
in Item 17. Financial Statements.

One significant difference is that
under Canadian GAAP, mineral property acquisition and exploration expenditures are
capitalized until such property is placed into production, sold or abandoned. Under US
GAAP, the recoverability of capitalized mineral property expenditures is generally
considered insupportable until a commercial mineable deposit is determined. Accordingly,
the Registrant has expensed under US GAAP all mineral property costs.

This section contains forward-looking
statements involving risks and uncertainties. Canplats actual results could differ
materially from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth under part Item 3. Key Information  D.
Risk Factors.

A. Operating Results

Canplats has financed its operations
principally through the sale of its equity securities. As Canplats does not have any
producing mineral properties, its only revenue source is interest income earned from
amounts on deposit, offsetting a portion of the administrative operating expenses.
Interest income earned is dependent on the amount of funds available for deposit and
changes in the interest rates. Unless Canplats is able to obtain additional funds through
the sale of its equity securities, the amount of interest income earned is expected to
decrease as Canplats continues exploring its mineral properties.

Fiscal year-ended July 31, 2002
Compared to year-ended July 31, 2001

During the fiscal year-ended July 31,
2002, Canplats expended $516,669 on the acquisition and exploration of mineral properties
as compared to $541,618 for the fiscal year-ended July 31, 2001.

Expenses for the 2002 fiscal year
decreased to $151,551 as compared to $185,353 for the 2001 fiscal year. Cost reductions
were reflected in a number of areas. Consulting expenses were $Nil for the 2002 fiscal
year ($17,278 for 2001). The 2001 expense included a non-recurring $15,000 cost relating
to the successful registration of the company with the U.S. Securities and Exchange
Commission. All other consulting work performed in fiscal 2002 related to specific
properties with the respective costs allocated to mineral property costs. Legal,
accounting and audit expenses for the year were $7,005 compared to $17,815 in the previous
year, reflecting less work being performed outside the company. Office expenses for the
year were $3,455 compared to $17,156 in the prior year. This $13,701 reduction is offset
by the $13,300 increase in the management administration fee. In April, 2001, the company
entered into a management services agreement with Silver Standard Resources Inc., a
company in which two directors are also directors of the company. This arrangement is
explained in greater detail in Note 8 of the 2002 Financial Statements. Salaries for the
year were $38,738 compared to $50,022 in the prior year. The $11,284 reduction reflects
less direct time being charged to the company by Silver Standard. The three main areas
where the company experienced cost increases, other than the management administration
fee, were insurance $6,315 ($634 in 2001), listing and filing fees $8,683 ($3,625 in 2001)
and transfer agents fees $15,692 ($6,898 in 2001). In 2002, Canplats was added as a named
insured under Silver Standards corporate liability coverage and was allocated its
share of premium costs. The increase in listing and filing fees and transfer agency fees
reflects the costs associated with the three private placements that were undertaken
during the year and costs associated with administering a larger shareholder base. Going
forward, the company will continue its efforts in containing administrative costs.

Interest income for fiscal 2002 was
$1,636 compared to $6,419 in the prior year, reflecting both lower cash balances and lower
interest rates.

The loss for the year was $211,299
compared to $201,005 in the 2001 fiscal year resulting in a basic loss per share of $0.02
as compared to $0.06 in the 2001 fiscal year. The reduced loss per share reflects a higher
weighted average number of issued shares. The loss includes $61,384 in mineral properties
written off compared to $23,771 written off in fiscal 2001. The properties written off in
2002 include Tartan ($27,240), North Fintry ($9,571), Circle Lake ($15,382), Boomer Lake
($8,191) and Kitchen Lake ($1,000).

Fiscal Year Ended July
31, 2001 Compared to Year Ended July 31, 2000

During the fiscal year ended July 31,
2001, Canplats expended $541,618 on the acquisition and exploration of mineral properties
as compared to $360,952 for the fiscal year ended July 31, 2000. This increase in
acquisition and exploration expenditures can be attributed to the increased activity of
Canplats in acquiring and exploring PGE mineral properties following the successful
completion of its $1,000,000 initial public offering in March 2001.

Expenses for the 2001 fiscal year
increased to $185,353 as compared to $51,673 for the 2000 fiscal year reflecting the
general increased activity of the Registrant. The increase in expenses reflected higher
activity levels in Canplats following the successful completion of its financings. The
increases were spread across a wide number of areas. The main areas were salaries of
$50,022 ($1,646 for 2000), investor relations of $19,364 ($1,279 for 2000), office rent of
$18,000 (nil for 2000), office expenses of $17,156 ($7,653 for 2000), shareholder
relations of $16,918 (nil for 2000), legal, accounting and audit of $17,815 ($8,763 for
2000) and management administration fees of $10,200 (nil for 2000). Reduction in expenses
occurred in general exploration of nil ($6,771 for 2000) and travel and accommodation of
$3,801 ($10,585 for 2000).

Under an arrangement with Silver
Standard Resources Inc., a publicly traded company with two common directors, Silver
Standard provides for administrative and technical services. The salary expense of $50,022
relates to administrative and management time allocations to the company based on direct
cost plus a 30% allowance for benefits. Investor relations of $19,364 is comprised of
$7,813 in salary costs charged by Silver Standard for time spent on investor relations.
Other significant costs in investor relations include $7,813 for a Standard and
Poors directory listing, $1,463 for slide presentations and $830 for a web site.
Legal and accounting expenses of $17,815 are comprised of $12,436 of outside accounting
and audit fees and $5,379 in legal expense.

Interest income of $6,419 was earned
during the 2001 fiscal year due to higher cash balances following the initial public
offering compared to $2,088 for the 2000 fiscal year.

Loss for the 2001 fiscal year
increased to $(201,005) as compared to $(115,124) for the 2000 fiscal year, resulting in
basic and diluted loss per share of $(0.06) as compared to $(0.10), respectively. The loss
includes $23,771 in mineral property costs written off ($79,412 for 2000) offset by a
$1,700 gain on debt settlement ($13,874 for 2000). The mineral property costs written-off
relates in 2001 relates to general costs whereas in 2000 the Horseshoe Property was
abandoned by the Registrant. The weighted average number of common shares outstanding used
to calculate basic and diluted loss per share was 3,062,700 shares for the 2001 and
1,111,303 shares for 2000.

Year Ended July 31, 2000
Compared to Year Ended July 31, 1999

During the fiscal year ended July 31,
2000, Canplats expended $360,952 on the acquisition and exploration of mineral properties
as compared to $127,259 for the fiscal year ended July 31, 1999. This increase in
acquisition and exploration expenditures can be attributed to the increased activity of
Canplats in acquiring and exploring PGE mineral properties.

Expenses for the 2000 fiscal year
increased to $51,673 as compared to $31,626 for the 1999 fiscal year reflecting the
general increased activity level of the Registrant. The increase in expenses was due
mainly to general exploration of $6,771 ($152 for 1999), geological consulting of $12,800
(nil for 1999), office expenses of $9,920 ($3,026 for 1999) and travel and accommodation
of $11,243 ($5,552 for 1999). Offsetting this increase was a reduction in legal,
accounting and audit for the 2000 fiscal year of $8,763 ($22,036 for 1999) reflecting the
reorganization activities of Canplats during the 1999 fiscal year.

Interest income of $2,088 was earned
during the 2000 fiscal year as a result of Canplats special warrant financing.
Canplats did not have any interest income during the 1999 fiscal year.

Net loss for the 2000 fiscal year
increased to $(115,124) as compared to $(31,626) for the 1999 fiscal year, resulting in
basic and diluted loss per share of $(0.10) as compared to $(0.03), respectively. The net
loss includes $79,412 in mineral property costs written-off offset by a $13,874 gain on
debt settlement. The mineral property costs written-off relates primarily to the Horseshoe
Property, which was abandoned by Canplats during the 2000 fiscal year. The weighted
average number of common shares outstanding used to calculate basic and diluted loss per
share was 1,111,303 shares for the 2000 and 1999 fiscal years.

B. Liquidity and Capital
Resources

Canplats is presently exploring its
properties for sufficient ore reserves to justify production. None of Canplats
properties are yet in production and consequently do not produce any revenue. As a result,
Canplats ability to conduct operations, including the acquisition and exploration of
mineral properties, is based completely on its ability to raise funds, primarily from
equity sources. While Canplats believes it has sufficient capital and liquidity to finance
operations for the next fiscal year, its ability to continue operations beyond then and
the recoverability of amounts recorded for mineral properties and deferred exploration is
dependent on the discovery of economically recoverable reserves on its mineral properties,
the ability of Canplats to obtain additional financing to complete its exploration and
upon future profitable production or on sufficient proceeds from disposition of such
properties.

Canplats will have to obtain
financing in the future primarily through joint venture of its properties, equity
financing, and/or debt financing. There can be no assurance that Canplats will succeed in
obtaining additional financing, now or in the future. Failure to raise additional
financing on a timely basis could cause Canplats to suspend its operations and eventually
to forfeit or sell, at fair market value, its interest in its properties.

Over the next twelve months, the
Registrants assessment requirements and option obligations on properties in which it
has interests in total approximately $747,000. Of this amount, approximately $170,000 will
be the responsibility of others through property farm out agreements. The assessment
requirements to hold entire claim blocks is discretionary and it is customary to drop
claims on ground following exploration and to focus on key ground targets. Similarly, work
commitments under option agreements are assessed following exploration. As is customary in
exploration stage companies, the Registrant, in order to meet its obligations, will
continue its efforts to seek additional financings including further farm out
opportunities.

For the years ended July 31, 2002,
2001 and 2000, Canplats incurred losses of $(211,299), $(201,005) and $(115,124),
respectively. Canplats loss from operations is part of a material trend which
Canplats expects will continue for the foreseeable future. Canplats financial
success will be dependent upon the extent to which its properties are placed into
production, which can take many years to complete and consequently, the certainty of
resulting income is impossible to determine at this time.

Canplats had a working capital
surplus of $104,566 at July 31, 2002, compared to $142,955 at July 31, 2001 and $70,003 at
July 31, 2000.

For the year-ended July 31, 2002,
Canplats issued, in three separate private placements, a total of 2,505,000 flow-through
common shares at $0.20 per share and 150,000 common shares at $0.15 per share. Total net
proceeds from these issues were $522,195. Prior to year-end, a further $106,000 in
deposits on share subscriptions were received. These deposits related to a private
placement consisting of 790,000 shares comprised of 540,000 flow-through shares at $0.15
per share and 250,000 common shares at $0.10 per share. The placement closed on August 2,
2002.

During the fiscal year ended July 31,
2001, Canplats closed a private placement of 1,181,000 Series C Special
Warrants at $0.25 per special warrant for gross proceeds of $295,250. The proceeds from
the private placement of Series C Special Warrants were received by Canplats
prior to July 31, 2000. Each Series C Special Warrants is exchangeable,
without payment of any additional consideration, for one common share and one
non-transferable share purchase warrant entitling the holder thereof to acquire one
additional common share at a price of $0.25 until September 30, 2001 and at a price of
$0.30 until September 30, 2002. Canplats completed an initial public offering prospectus
dated February 14, 2001 (the Prospectus) for 2,500,000 units of Canplats at a
price of $0.40 per unit (the Units) for total gross proceeds of $1,000,000
(net proceeds of $791,196). Each Unit is comprised of one common share in the capital of
Canplats and one-half of one non-transferable share purchase warrant (the
Warrant). One whole Warrant entitles the holder thereof to purchase one
additional common share of Canplats at a price of $0.50 for a one year period.

During the year ended July 31, 2000,
Canplats completed a further two private placements of special warrants. The first private
placement consisted of 1,600,000 Series A Special Warrants at $0.25 per
special warrant, each Series A Special Warrant is exchangeable, without
payment of any additional consideration, for one common share of the Registrant. The
second private placement consisted of 970,000 Series B Special Warrants at
$0.25 per special warrant. Each Series B Special Warrant is exchangeable,
without payment of any additional consideration, for one common share and one
non-transferable share purchase warrant, of which 770,000 of such common shares are
flow-through common shares. Each Series B Warrant entitles the holder thereof
to acquire one additional share of Canplats at a price of $0.30 per share until December
24, 2001. Total proceeds from the two private placements were $642,500.

At July 31, 2002, the outstanding
stock options and share purchase warrants represented a total of 4,441,000 shares issuable
for a maximum of $1,790,300 if these securities were exercised in full. Subsequent to year
end, all the 3,401,000 share purchase warrants expired unexercised. The exercise of these
securities is completely at the discretion of the holders and Canplats has had no
indication that any of these securities will be exercised, if at all.

Canplats current working
capital position of $104,566 at July 31, 2002, provides sufficient liquidity for its
short-term requirements. The ability of Canplats to continue as a going-concern depends on
its ability to raise additional financing. While it has been successful in the past, there
can be no assurance it will be able to do so in the future.

C.
Research and Development, Patents and Licenses, Etc.

Canplats main activity is the
exploration of its mineral properties (see Item 4. Information on the Company  D.
Property, Plants, and Equipment) and does not engage in conventional research and
development. It has not incurred research and development expenses or adopted research and
development policies within its last three fiscal years.

D. Trend Information

Canplats main activity is the
exploration of its mineral properties and it has no production, sales, or inventory in the
conventional sense. Canplats financial success will be dependent upon the extent to
which it can discover mineralization and the economic viability of developing such
properties. Such development may take years to complete and the amount of resulting
income, if any, is difficult to determine with any certainty. The sales value of any
mineralization discovered by Canplats is largely dependent upon factors beyond
Canplats control such as the market value of the metals produced.

Canplats is not aware of any trends,
uncertainties, demands, commitments or events which are reasonably likely to have a
material effect upon Canplats net sales or revenues, income from continuing
operations, profitability, liquidity or capital resources, or that would cause reported
financial information not necessarily to be indicative of future operating results or
financial condition.

---

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior
Management

The members of the board of directors
and senior officers of Canplats including a brief biography of each as at July 31, 2002:

`------------------------------------------------ ------ ------------------------------------------------------------

Name and Position in the Registrant               Age   Other Principal Directorships
------------------------------------------------ ------ ------------------------------------------------------------
R.E. Gordon Davis (1)
Chairman, President and                           64    Silver Standard Resources Inc.
Chief Executive Officer                                 Western Prospector Group Ltd.
                                                        Northern Crown Mines Ltd.
                                                        Pacific Ridge Exploration Ltd.
------------------------------------------------ ------ ------------------------------------------------------------
A. Terrance MacGibbon (1)                         55    Indo Metals Inc.
Director                                                Fort Knox Gold Resources Ltd.
                                                        Foran Resources Ltd.

------------------------------------------------ ------ ------------------------------------------------------------
James W. Tutton (1) (2)                           63    Consolidated First Fund Capital Corporation
Director                                                Cross Lake Minerals Ltd.
                                                        East West Resource Corporation
                                                        Horseshoe Gold Mining Inc.
                                                        NovaDx International Inc.
                                                        New Nadina Explorations Limited
------------------------------------------------ ------ ------------------------------------------------------------
Robert A. Quartermain
Chief  Operating  Officer,  Vice  President  of   47    Silver Standard Resources Inc.
Operations and Director                                 Rapadre Capital Corp.
                                                        Western Copper Holdings Ltd.
                                                        Pacific Sapphire Company Ltd.
------------------------------------------------ ------ ------------------------------------------------------------
                                                  44    None
Kenneth C. McNaughton
Vice President, Finance
------------------------------------------------ ------ ------------------------------------------------------------
                                                  54    None
Ross A. Mitchell
Vice President, Finance
------------------------------------------------ ------ ------------------------------------------------------------
                                                  47
Linda J. Sue                                            None
Corporate Secretary
------------------------------------------------ ------ ------------------------------------------------------------`

(1)    
          Member of audit committee 
          (2)     Mr. MacGibbon resigned as a Director effective
          December 10, 2002.

There are no familial relationships
between any director or senior officer and any other director or senior officer. There are
no arrangements or understandings with major shareholders, customers, suppliers or others,
pursuant to which any person referred to above was selected as a director or senior
officer.

The business experience of each
director and senior officer, including activities performed outside the Registrant, are as
follows:

R.E. Gordon Davis

Mr.
          Davis graduated with a Bachelor of Applied Science Degree in Geological
          Engineering from the University of British Columbia in 1962. He was a Director
          and Senior Executive with Dynasty Explorations Ltd. and its successor
          corporation, Cyprus Anvil Mining Corporation from 1964 to 1982. Since 1982, Mr.
          Davis has been the Director of a number of resource companies including Pine
          Point Mines Ltd., Cabre Exploration Ltd., Golden Knight Resources Inc., Silver
          Standard Resources Inc. and Northern Crown Mines Ltd.

A.Terrance MacGibbon

Mr.
          MacGibbon, is a registered professional geologist with over 33 years of
          experience in the mining industry. Mr. MacGibbon is President and CEO of Fort
          Knox Gold Resources Inc.; a Toronto based TSE junior resource company. Prior to
          joining Fort Knox, Mr. MacGibbon was employed for 30 years in Inco
          Limiteds exploration department. While at Inco, Mr. MacGibbon was
          responsible for directing Incos North American and worldwide exploration
          activities as Director of Exploration, North America and Director of
          International Exploration. Mr. MacGibbon is a former president of American
          Copper & Nickel Company Inc., Incos United States exploration company,
          and Dardanel Madencilik A.S., Incos Turkey exploration company. Mr.
          MacGibbon has held directorships and senior executive positions in several TSE
          and TSX Venture Exchange public companies and is the former chairman of High
          River Gold Mines Ltd. He serves as a director of Fort Knox Gold Resources Inc.,
          Foran Mining Corporation and Indo Metals Inc.

James W. Tutton

Mr.
          Tutton is a self-employed business consultant and was formerly Secretary of
          Archon Minerals Limited. From 1968 to 1992 he was employed as Chairman,
          President and Director of Webb & Knapp (Canada) Ltd. following amalgamation
          with Wolstencroft Agencies Ltd.

Robert A. Quartermain

Mr.
          Quartermain graduated in 1977 from University of New Brunswick with a B.Sc. in
          geology, and from Queens University in 1981 with a M.Sc. in mineral
          exploration. From 1976 to 1982 he worked for the Geological Survey of Canada and
          in private industry on mapping and exploration programs. Mr. Quartermain also
          worked for Teck Corp. before becoming president of Silver Standard Resources
          Inc. in 1985. Since 1985, Mr. Quartermain has been involved as a director and/or
          officer of a number of public resource companies.

Kenneth C. McNaughton

Mr.
          McNaughton is Vice President, Exploration of Silver Standard Resources Inc. and
          has served in this capacity since July, 1991.

Mr.
          McNaughton earned a B.A.Sc. and M.A.Sc. in geological engineering in 1981 and
          1983, respectively, from the University of Windsor. He worked as contract
          engineer for Oretech Engineering and worked on exploration programs for three
          bulk mineable gold or copper/gold deposits in Arizona and British Columbia. From
          1984 to 1989, he was employed by Corona Corporation and its affiliate Mascot
          Gold Mines Ltd. as a project geologist and engineer for projects in British
          Columbia.

Ross A. Mitchell

Mr.
          Mitchell is the Vice President, Finance of Silver Standard Resources Inc. and
          has served in this capacity since January 1996.

Prior to 1996, Mr. Mitchell was
employed by Westmin Resources and its predecessor Western Mines Ltd. from 1975. He held
various financial positions including controller treasurer of Western Mines from 1975 to
1980 and assistant treasurer and controller of the mining division at Westmin until 1985.
He was then appointed treasurer of Westmin and became vice president and treasurer in
1989, the position he held until 1995. Mr. Mitchell earned a B.Comm. from the University
of British Columbia in 1971 and a C.A. from the Institute of Chartered Accountants of
British Columbia in 1973.

Linda J. Sue

Ms.
          Sue has been employed by Silver Standard Resources Inc. since 1980 and was
          appointed corporate secretary in November 1985. Ms. Sues responsibilities
          include management of Silver Standards land titles system.

Cease Trade Orders or
Bankruptcies

None of the directors, officers or
promoters are, or have been within the past five years from July 25, 2001, directors,
officers or promoters of other reporting companies which, during the period such position
was held, were struck from the British Columbia Registrar of Companies or whose securities
were the subject of a cease trading order or suspension order or order that denied the
issuer access to any statutory exemptions for a period of more than 30 consecutive days,
other than James W. Tutton. On December 7, 1999, NovaDx International Inc., a company of
which Mr. Tutton is a director, was the subject of a temporary cease trade order under
subsections 127(1) and 127(5) of the Securities Act (Ontario) issued for being in default
of certain filing requirements, which temporary cease trade order was extended by an
extension order dated December 21, 1999 under subsection 127(8) of the Securities Act
(Ontario). On February 29, 2000, the temporary cease trade order and extension order were
revoked by a revocation order under section 141 of the Securities Act (Ontario). In
addition, on January 11, 2000, NovaDx International Inc. was the subject of a cease trade
order under section 164(1) of the Securities Act (British Columbia) issued for failing to
file required records, which cease trade order was revoked by a revocation order under
section 171 of the Securities Act (British Columbia) dated January 28, 2000.

None of the directors, officer or
promoters are, or have been within the past five years, directors, officers or promoters
of other issuers which were declared bankrupt or made a voluntary assignment in
bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or
been subject to or instituted any proceedings, arrangement or compromise with creditors or
had a receiver, receiver manager or trustee appointed to hold the assets of that issuer.
None of the directors, officers or promoters during the past five years were declared
bankrupt or made a voluntary assignment in bankruptcy or insolvency or been subject to or
instituted any proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold the assets of that person.

B. Compensation

The following table sets forth all
compensation paid by Canplats to its directors and members of its administrative,
supervisory or management bodies during its latest fiscal year ended July 31, 2002.

|                                               | Long Term Compensation |    
|---------------------------------------------- | ---------------------- | ---
|
|
|R.E. Gordon DavisChairman, President& Director | Nil                    | Nil

Other officers of Canplats, including
Mr. Robert A. Quartermain, Mr. Kenneth C. McNaughton, Mr. Ross A. Mitchell and Ms. Linda
J. Sue are employees of Silver Standard Resources Inc. and allocate time to Canplats on an
hourly basis for services provided. The hourly rates charged are based on direct costs
plus a factor of 30% for benefits. The total compensation paid all directors and senior
officers during the fiscal year-ended July 31, 2002 was $67,263.

Canplats has neither a pension,
retirement fund or similar benefits plan nor other arrangement for non-cash compensation
to the directors or senior officers of the Registrant, with the exception of incentive
stock options.

C. Board Practices

The Board of Directors presently
consists of four directors. Each director was elected at Canplats last annual
general meeting of the shareholders held on December 13, 2001. Each director holds office
until the next annual general meeting of Canplats or until his successor is elected or
appointed, unless his office is earlier vacated in accordance with the Articles of the
Registrant, or with the provisions of the British Columbia Company Act (the Company
Act). R.E. Gordon Davis, A. Terrance MacGibbon and James W. Tutton have served as
directors of Canplats since October 1, 1999. Robert A. Quartermain has served as a
director of Canplats since March 15, 2000, Ross A. Mitchell has served as Vice President,
Finance of Canplats since March 15, 2000, Kenneth C. McNaughton has served as Vice
President, Exploration since December 13, 2001 and Linda J. Sue has served as Corporate
Secretary since March 15, 2000. Canplats has not entered into any contracts providing for
benefits to the directors or senior officers upon termination of employment.

Pursuant to Section 187 of the
Company Act, Canplats is required to have an Audit Committee. As at July 31, 2002, the
members of the Audit Committee are R.E. Gordon Davis, A. Terrance MacGibbon and James W.
Tutton. Section 187(1) of the Company Act requires the directors of a reporting company to
elect from among their number a committee composed of not fewer than three directors, of
whom a majority must not be officers or employees of the company or an affiliate of the
company. The election must occur at the first meeting of the directors following each
annual general meeting, and those elected will hold office until the next annual general
meeting. Section 187(4) provides that before a financial statement that is to be submitted
to an annual general meeting is considered by the directors, it must be submitted to the
audit committee for review with the auditor, and, after that, the report of the audit
committee on the financial statement must be submitted to the directors. Section 187(5)
provides that the auditor must be given notice of, and has the right to appear before and
to be heard at, every meeting of the audit committee, and must appear before the audit
committee when requested to do so by the committee. Finally, section 187(6) provides that
on the request of the auditor, the chair of the audit committee must convene a meeting of
the audit committee to consider any matters the auditor believes should be brought to the
attention of the directors or shareholders.

Canplats does not have a remuneration
committee.

D. Employees

As at July 31, 2002, 2001 and 2000,
Canplats did not have any full time or part time employees.

Effective April 1, 2001, Canplats
entered into a Management Services Agreement with Silver Standard Resources Inc., a widely
held publicly traded mineral exploration company with no shareholders owning 10% or more
of the outstanding common shares. The agreement is for a term of 24 months and may be
extended by agreement of the parties. Under the agreement, Silver Standard provides
general corporate management, administrative and technical services for the Registrant.
For personnel, hourly rates charged were based on direct costs plus a factor of 30% for
benefits. For overhead costs, office equipment usage and management services personnel
which cannot reasonably be allocated to time spent on behalf of the Registrant, the
management fee was $2,600 per month. An additional $1,500 per month was charged for office
space and furnishings used by the Registrant. On January 1, 2002, the management fee was
reduced to $1,500 per month and the amount charged for office space and furnishings was
reduced to $1,000 per month.

E. Share Ownership

With respect to the persons referred
to above in B. Compensation, the following table discloses the number of shares (each
share possessing identical voting rights) beneficially held by those persons including the
percentage of the shares outstanding as at October 31, 2002.

`-------------------------------------------- ---------------- ------------------------------------------------------

Name and Title                                No. of Shares               Percent of Shares Outstanding
-------------------------------------------- ---------------- ------------------------------------------------------
-------------------------------------------- ---------------- ------------------------------------------------------
                                              1,141,500 (1)                           10.3%
R.E. Gordon Davis
Chairman, President & Director

-------------------------------------------- ---------------- ------------------------------------------------------`

Notes:

(1)    
          Includes stock options and share purchase warrants to purchase an additional
          180,000 shares. .

As at October 31, 2002, the directors
and officers of the Company held, as a group, directly or indirectly, an aggregate of
2,646,500 common shares and 725,000 stock options exercisable at a price of $0.50.

Incentive Stock Options

The following table discloses the
stock options beneficially held by the aforementioned persons, as at October 31, 2002. The
stock options are for shares of common stock of the Registrant.

`------------------------------ -------------------- -------------- --------------------

                                Number of Shares      Exercise
                               Subject to Issuance    Price per
       Name of Person                                   Share          Expiry Date
------------------------------ -------------------- -------------- --------------------
------------------------------ -------------------- -------------- --------------------
R.E. Gordon Davis                     180,000         $0.50           April 4, 2004
------------------------------ -------------------- -------------- --------------------`

Canplats established an incentive
stock option plan (the Option Plan) for its directors, senior officers,
employees and consultants of Canplats or any of its subsidiaries whereby a total of
1,400,000 common shares have been reserved for issuance for the exercise of stock options.
At October 31, 2002, stock options granted under the Option Plan total 1,040,000 common
shares. The Option Plan and all stock options issued thereunder are subject to the
requirements of TSX Venture Exchange Policy 4.4: Director, Officer and Employee Stock
Options under a Tier 2 Issuer.

The Option Plan provides for the
issuance of stock options to acquire up to a total of 1,400,000 common shares for a period
not exceeding five years, subject to standard anti-dilution adjustments and shareholder
approval. The Directors may, from time to time, appoint an administrator (the
Administrator) for the purposes of administering the Option Plan. Initially,
the Administrator will be the Secretary of the Registrant.

The price at which a stock option may
be exercised shall be set forth in the stock option certificate issued in respect of such
stock option and in any event shall not be less than the market value of the common shares
as of the date of the grant of the stock option which will typically be the closing
trading price of the common shares on the day immediately preceding the award date, or
otherwise in accordance with the terms of the Option Plan. In no case will the options be
exercisable at an exercise price less than the minimum prescribed under the policies of
the TSX Venture Exchange..

The stock options will be
non-assignable, except that they will be exercisable by the personal representative of the
stock option holder in the event of the stock option holders death for a period of
up to one year from the date of the option holders death. The stock options will
expire not more than 30 days after the director or employee ceases to be a director or
employee of Canplats or, in the alternative, if they are fired or removed from their
office, as the case may be, for cause, then on the date of their termination.

Any stock options outstanding upon
termination of the Option Plan will remain in effect until expiry or exercise. The Option
Plan will terminate when all of the stock options have been granted or when the Option
Plan is otherwise terminated by the Registrant. If a stock option expires or otherwise
terminates for any reason without having been exercised in full, the number of shares in
respect of which that stock option expired or terminated shall again be available for the
purposes of the Option Plan.

The Option Plan provides that other
terms and conditions may be attached to a particular stock option, such terms and
conditions to be referred to in a schedule attached to the stock option certificate. Stock
options may be granted on such terms as may be required to permit qualification as
incentive stock options for U.S. tax purposes.

Prior to the issuance of
Canplats common shares for any exercise of stock options, the common shares must be
fully paid for. Canplats will not provide financial support to assist holders in
exercising their stock options.

The Option Plan provides that it is
solely within the discretion of the Directors to determine who should receive stock
options and in what amounts. The Directors may from time to time amend the Option Plan and
may seek shareholder approval for such amendments as required by law or under the policies
of the TSX Venture Exchange. Disinterested shareholder approval must be obtained if
Canplats proposes to decrease the exercise price of previously granted stock options to
insiders, or if the Option Plan, together with any previously issued or proposed stock
option grants, could at any time result in:

|(i) |  | the number of common shares reserved for issuance under stock options granted to
               insiders of Canplats exceeding 10% of the outstanding common shares;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | the issuance to insiders, within a one year period, of a number of shares
               exceeding 10% of the outstanding common shares; or
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | the issuance to any one
               insider and such insiders associates, within a one year period, of a
               number of common shares exceeding
               5% of the outstanding common shares.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Disinterested
shareholders are defined as the shareholders of Canplats other than the insiders and
their associates to whom stock options may be issued under the Option Plan.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of October 31, 2002, the following
table sets forth the beneficial ownership of each major shareholder, defined as beneficial
owners of 5% or more of Canplats issued and outstanding common shares, known to
exist by the Registrant:

|Identity of Person or Group | No.of Shares | Percent
|--------------------------- | ------------ | -------
|CDS & Co.. (1)              | 6,563,269    | 59.4%  
|R.E. Gordon Davis           | 961,500      | 8.7%   
|589520 BC Ltd. (2)          | 720,000      | 6.5%   
|CEDE & Co.(1)               | 559,705      | 5.1%   

Notes:

(1)    
          Clearing house; ultimate beneficial owners of these shares are not known to the
          Registrant. (2) Private company owned by Peter de Visser, a former director of
          the Registrant.

The common shares held by each of the
major shareholders have the same voting rights as all other shareholders of the
Registrant. As of October 31, 2002, there were 1,286 shareholders of record in the United
States holding a total of 935,572 (8.5%) common shares of the Registrant. To the best of
Canplats knowledge, it is not owned or controlled, directly or indirectly, by
another company, by any foreign government or by any other natural or legal person
severally or jointly. To the best of Canplats knowledge, there are no arrangements,
the operation of which at a subsequent date will result in a change in control of the
Registrant.

B. Related Party
Transactions

Other than as set forth below,
management of Canplats is not aware of any material interest, direct or indirect, of any
director or officer of the Registrant, any person beneficially owning, directly or
indirectly, more than 10% of Canplats voting securities, or any associate or
affiliate of any such person in any transaction within the three most recently completed
fiscal years of Canplats and up to the date of this Form 20-F, including any proposed
transaction which in either case has materially affected or will materially affect the
Registrant.

In fiscal 2002, the Company acquired
the Awl Lake mineral property from a company controlled by Mr. Peter de Visser, a major
shareholder of Canplats. The consideration paid was $3,000 in cash and the issuance of
100,000 common shares with a value of $20,000.

Under the Posh Agreement, East West
Resource Corporation (East West) granted Canplats an option to acquire up to a
75% interest in the Posh Property. East West is a publicly-traded company and share a
common director with the Registrant, James W. Tutton. See D. Property, Plants and
Equipment under Item 4. Information on the Company.

Under an option and joint venture
agreement between East West and Canplats dated March 17, 2000, in return for
Canplats funding of a total of $20,000 in option payments to the vendors and
assessment work on the Mikinak West and East Property, East West and Canplats will enter
into a joint venture on an equal basis in respect of the property. East West is a
publicly-traded company and share a common director with the Registrant, James W. Tutton.
See D. Property, Plants and Equipment under Item 4. Information on the
Company.

Canplats shares an exploration office
with East West in Ontario and paid or accrued $28,472 in fiscal 2002 for its share of the
exploration office costs. Canplats also received or accrued $22,598 in fiscal 2002 from
East Wests share of the mineral property option payments.

As at July 31, 2002, Canplats is owed
$10,988 by East West for mineral property and equipment costs net of its share of
exploration office costs.

Canplats has entered into a mineral
property option agreement with Prism Resources Inc. (Prism) relating to the Plateau Lake
property. Prism is a publicly-traded company whose president and director, James W. Tutton
is a director of the Registrant. See D Property, Plants and Equipment under
Item 4  Information on the Company. During fiscal 2002, Canplats received $nil from
Prism.

Canplats contracts for its
administrative and technical services through Silver Standard Resources Inc. (Silver
Standard), a publicly-traded company with two common directors (Robert A.
Quartermain and R.E. Gordon Davis) and common officers. The services of the senior
officers of the Registrant, other than R.E. Gordon Davis, are provided pursuant to an
arrangement with Silver Standard. Under such arrangement, the Company reimburses Silver
Standard for its expenses incurred in providing such administrative and technical
services. During fiscal 2002, Canplats paid or accrued $185,529 in geological support,
management and administration expenses from Silver Standard. As at July 31, 2002, Canplats
owed Silver Standard $30,539 for geological and administrative services.

Compensation for technical and
administrative services for the operation of Canplats have been negotiated with certain
senior officers of the Registrant, to be provided as required and charged on an hourly
basis. These hourly rates, including a factor of 30% for benefits, are: Robert Quartermain
 $116.08; Kenneth McNaughton  $60.71; Ross Mitchell  $60.71; and Linda
Sue  $42.15.

C. Interests of Experts
and Counsel

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Consolidated
Statements and Other Financial Information

Financial Statements

Attached hereto are the audited
financial statements of Canplats for the fiscal years ended July 31, 2002, 2001 and 2000.
The financial statements for the fiscal years ended July 31, 2002, 2001 and 2000 were
audited by Beauchamp & Company, Chartered Accountants.

The financial statements are accompanied by auditors' reports and related notes.
 See "Item 17.  Financial Statements".

Legal Proceedings

There are no legal or arbitration
proceedings, including those relating to bankruptcy, receivership or similar proceedings
and those involving any third party, which may have, or have had in the recent past,
significant effects on Canplats financial position or profitability. There are no
legal proceedings to which Canplats is a party, nor to the best of the knowledge of
Canplats management are any legal proceedings contemplated.

Dividend Policy

Canplats has not paid dividends in
the past and it has no present intention of paying dividends on its shares as it
anticipates that all available funds will be invested to finance the growth of its
business. The Directors of Canplats will determine if and when dividends should be
declared and paid in the future based upon Canplats financial position at the
relevant time. The common shares of Canplats are entitled to an equal share of any
dividends declared and paid.

B. Significant Changes

Since July 31, 2002, the date of the
most recent audited financial statements, no significant changes have occurred.

ITEM 9. THE OFFERING AND LISTING

A. Offer and Listing
Details

The authorized capital of Canplats
consists of 100,000,000 common shares without par value, of which 11,032,303 were issued,
outstanding and fully paid for as at October 31, 2002. No common shares have been issued
subject to call or assessment. There are no pre-emptive or conversion rights, and no
provisions for redemption, purchase or cancellation, surrender, sinking fund or purchase
fund. Provisions as to the creation, modification, amendment or variation of such rights
or such provisions are contained in the British Columbia Company Act.

Effective March 22, 2001,
Canplats common shares have been listed and traded on the TSX Venture Exchange under
the symbol CPQ. Prior to March 22, 2001 and during the five most recent fiscal
years, Canplats common shares were not listed or traded on any stock exchange or
other regulated market. The high and low sales prices for Canplats common shares
that traded through the TSX Venture Exchange are set out below.

`---------------------------------------- ----------- ------------
                                            High         Low
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Year ended July 31, 1998                    N/A          N/A
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Year ended July 31, 1999                    N/A          N/A
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Year ended July 31, 2000                    N/A          N/A
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Year ended July 31, 2001                   $0.42        $0.20
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Year ended July 31, 2002                   $0.27        $0.09
---------------------------------------- ----------- ------------
-----------------------------------------------------------------
                    Year Ended July 31, 2001
-----------------------------------------------------------------
---------------------------------------- ----------- ------------
                                            High         Low
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended October 31, 2000              N/A          N/A
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended January 31, 2001              N/A          N/A
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended April 30, 2001 (1)           $0.42        $0.34
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended July 31, 2001                $0.40        $0.20
---------------------------------------- ----------- ------------
-----------------------------------------------------------------
                    Year Ended July 31, 2002
-----------------------------------------------------------------
---------------------------------------- ----------- ------------
                                            High         Low
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended October 31, 2001             $0.26        $0.11
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended January 31, 2002             $0.27        $0.11
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended April 30, 2002               $0.20        $0.09
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
Quarter ended July 31,  2002               $0.15        $0.10
---------------------------------------- ----------- ------------
-----------------------------------------------------------------
                    Year Ended July 31, 2003
-----------------------------------------------------------------
---------------------------------------- ----------- ------------
Quarter ended October 31, 2002             $0.10        $0.05
---------------------------------------- ----------- ------------
-----------------------------------------------------------------
                     Most Recent Six Months
-----------------------------------------------------------------
---------------------------------------- ----------- ------------
                                            High         Low
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
June, 2002                                 $0.12        $0.10
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
July, 2002                                 $0.11        $0.10
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
August, 2002                               $0.10        $0.08
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
September, 2002                            $0.08        $0.08
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
October, 2002                              $0.08        $0.05
---------------------------------------- ----------- ------------
---------------------------------------- ----------- ------------
November, 2002                             $0.07        $0.04
---------------------------------------- ----------- ------------`

Notes:

(1)    
          For the period from initial listing on March 22, 2001 to April 30, 2001

The authorized capital of Canplats
consists of 100,000,000 common shares without par value, of which 10,217,303 were issued
and outstanding as at July 31, 2002.

B. Plan of Distribution

Not applicable

C. Markets

Canplats common shares are
listed for trading under the symbol CPQ on the TSX Venture Exchange (the
TSX) in Vancouver, British Columbia, Canada, and have traded on the TSX since
March 22, 2001. The common shares were formerly listed on the Vancouver Stock Exchange
(the VSE) and Canadian Venture Exchange (the CDNX), the
predecessors to the TSX, effective June 21, 1972. In April 1992, the common shares of
Canplats were delisted by the VSE for failure to pay sustaining fees. Canplats was the
subject of cease trade orders issued by the British Columbia Securities Commission on
September 9, 1992 and January 11, 1993, for failure to submit statutory filings. Both of
these cease trade orders were rescinded by the British Columbia Securities Commission on
January 22, 1993.

Canplats initial public
offering prospectus was filed with and receipted by the British Columbia and Alberta
Securities Commissions on February 14, 2001. Canplats initially became a reporting issuer
in the Province of British Columbia upon the issuance of a receipt for a prospectus on
December 11, 1967. Canplats is a reporting issuer in the Provinces of British Columbia and
Alberta.

Canplats possesses Tier 2 status on
the TSX, under the classification of a mining exploration and development
company. The TSX classifies listed companies into two different tiers based certain on
standards, including historical financial performance, stage of development and financial
resources. Tier 1 status is the premier tier and is reserved for the TSXs most
advanced issuers with the most significant financial resources.

Canplats common shares are not
actively listed or quoted on any stock exchange or the over-the-counter market in the
United States, and there is no public market in the United States for Canplats
common shares.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

This Form 20-F is being filed as an
annual report under the Exchange Act, and, as such, there is no requirement to provide any
information under this item.

B.
Memorandum and Articles of Association.

Objects and Purposes of
the Registrant

The Memorandum of Canplats places no
restrictions upon Canplats objects and purposes.

Directors Powers

Section 15.1 of the Articles of
Canplats (the Articles) provides that a director who is directly or indirectly
interested in a proposed contract or transaction with the Registrant, or who holds any
office or possesses any property whereby a duty or interest might be created to conflict
with his duty or interest as a director shall declare the nature and extent of his
interest or of the conflict in accordance with the provisions of British Columbia Company
Act (the Company Act). Furthermore, section 15.2 provides that a director
shall not vote in respect of a proposal, arrangement or contract in which the director is
materially interested and if the director does vote, that vote shall not be counted, but
the prohibition does not apply to:

|i) |  | a contract or transaction relating to a loan to the Registrant, which a director
                    or a specified corporation or a specified firm in which the director has an
                    interest has guaranteed or joined in guaranteeing the repayment of the loan or
                    any part of the loan;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii) |  | any contract or transaction made or to be made with, or for the benefit of an
                    affiliated corporation of which a director is a director or officer;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iii) |  | any contract by a director to subscribe for or underwrite shares or debentures
                    to be issued by Canplats or a subsidiary of the Registrant, or any contract,
                    arrangement or transaction in which a director is, directly or indirectly,
                    interested if all the other directors are also, directly or indirectly
                    interested in the contract, arrangement or transaction;
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iv) |  | determining the remuneration of the directors;
|--- |  | ----------------------------------------------

|v) |  | purchasing and maintaining insurance to cover the directors against liability
                    incurred by them as directors under section 152 of the Company Act; or
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|vi) |  | the indemnification of any director by Canplats under section 152 of the Company
                    Act.
|--- |  | ---------------------------------------------------------------------------------------------------------

The exceptions may from time to time
be suspended or amended to any extent approved by Canplats in general meeting and
permitted by the Company Act, either generally or in respect of any particular contract or
transaction or for any particular period.

Section 16.6 of the Articles provides
that the quorum necessary for the transaction of the business of the directors may be
fixed by the directors and if not so fixed shall be two directors or, if the number of
directors is fixed at one, shall be one director.

Section 12.2 of the Articles provides
that the remuneration of the directors may be determined from time to time by the
directors. There are no restrictions in the Articles upon the directors power, in
the absence of an independent quorum, to vote compensation to themselves or any members of
their body.

Section 8.1 of the Articles provides
that the directors may from time to time on behalf of Canplats borrow money in such manner
and amount, on such security, from such sources and upon such terms and conditions as them
think fit. Furthermore, the directors may issue bonds, debentures and other debt
obligations outright or as security for any liability or obligation of Canplats or other
person. Finally, the directors may mortgage, charge, whether by way of specific or
floating charge, or give other security on the undertaking, or on the whole or any part of
the property and assets of the Registrant.

The borrowing powers of the directors
set forth in the Articles can be varied by amending the Articles. Section 219 of the
Company Act provides that a Registrant may alter its Articles by filing with the registrar
of companies a certified copy of a special resolution altering the Articles. A special
resolution is a resolution passed by a majority of not less than three quarters of the
votes cast by those members of a company who, being entitled to do so, vote in person or
by proxy at a general meeting of the company, or consented to in writing by every member
of a company who would have been entitled to vote in person or by proxy at a general
meeting of the company. Under the Company Act, an ordinary resolution of shareholders
requires approval by a majority of the votes cast at a meeting of shareholders, present in
person or represented by proxy.

Qualifications of
Directors

There is no provision in the Articles
imposing a requirement for retirement or non-retirement of directors under an age limit
requirement.

Section 12.3 of the Articles provides
that a director shall not be required to hold a share in the capital of Canplats as
qualification for his office but shall be qualified as required by the Company Act, to
become or act as a director. Section 114 of the Company Act provides that no person is
qualified to act as a director if that person is:

|(a) |  | under the age of 18 years;
|--- |  | --------------------------

|(b) |  | found to be incapable of managing the persons own affairs by reason of
                    mental infirmity;
|--- |  | -------------------------------------------------------------------------------------------------------------

|(c) |  | a corporation;
|--- |  | --------------

|(d) |  | an undischarged bankrupt;
|--- |  | -------------------------

|(e) |  | unless the court orders otherwise, convicted of an offence in connection with
                    the promotion, formation or management of a corporation, or involving fraud,
                    unless 5 years have elapsed since the expiration of the period fixed for
                    suspension of the passing of sentence without sentencing or since a fine was
                    imposed, or the term of imprisonment and probation imposed, if any, was
                    concluded, whichever is the latest, but the disability imposed by this paragraph
                    ceases on a pardon being granted under the Criminal Records Act (Canada); or
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | in the case of a reporting company, a person whose registration in any capacity
                    has been cancelled under (i) the Securities Act by either the British Columbia
                    Securities Commission or the executive director, or (ii) the Mortgage Brokers
                    Act by either the Commercial Appeals Commission or the registrar, unless the
                    commission, the executive director or the registrar, whichever is applicable,
                    otherwise orders, or unless 5 years have elapsed since the cancellation of the
                    registration.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Per section 114(3) of the Company
Act, every person who acts as a director of a company and who is not qualified to act as a
director of the company because of section 114(1) commits an offence.

Section 108 of the Company Act
provides that every company must have at least one director, and a reporting company must
have at least three directors. Section 109(1) states that the majority of the directors of
every company must be persons ordinarily resident in Canada, while section 109(2)
specifies that one director of every company must be ordinarily resident in British
Columbia.

Section 13.8 of the Articles provides
for the removal of a director. The office of a director shall be vacated if the director
(i) resigns his of her office by notice in writing delivered to the registered office of
the Registrant; (ii) is convicted of an indictable offence and the other directors shall
have resolved to remove the director; or (iii) ceases to be qualified to act as a director
pursuant to the Company Act. Section 13.9 of the Articles provides that Canplats may by
special resolution remove any director before the expiration of his period of office, and
may by an ordinary resolution appoint another person in his or her stead.

Share Rights

All of the authorized shares of
common stock of Canplats are of the same class and, once issued, rank equally as to
dividends, voting powers, and participation in assets and in all other respects, on
liquidation, dissolution or winding up of the Registrant, whether voluntary or
involuntary, or any other distribution of the assets of Canplats among its shareholders
for the purpose of winding up its affairs after Canplats has paid out its liabilities. The
issued common shares are not subject to call or assessment rights or any pre-emptive or
conversion rights. The holders of common shares are entitled to one vote for each common
share on all matters to be voted on by the shareholders. There are no provisions for
redemption, purchase for cancellation, surrender or purchase funds.

To change the rights of holders of
stock, where such rights are attached to an issued class or series of shares, section 226
of the Company Act requires the consent by a separate resolution of the holders of the
class or series of shares, as the case may be, requiring a majority of 75% of the votes
cast.

Meetings

The Company Act provides that
Canplats must hold an annual general meeting at least once in every calendar year and not
more than 13 months after the date that the last annual general meeting was held. Canplats
must give to its members entitled to receive notice of a general meeting not less than 21
days notice of any general meeting of the Registrant, but those members may waive or
reduce the period of notice for a particular meeting by unanimous consent in writing. The
Company Act requires the directors of a reporting company to provide with notice of a
general meeting a form of proxy for use by every member entitled to vote at such meeting
as well as an information circular containing prescribed information regarding the matter
to be dealt with and conduct of the general meeting. Prior to each annual general meeting
of its members the directors of Canplats must place comparative financial statements, made
up to a date not more than 6 months before the annual general meeting, the report of the
auditor, and the report of the directors to the members.

The Company Act provides that one or
more members of a company holding not less than 5% of the issued voting shares of Canplats
may give notice to the directors requiring them to call and hold a general meeting.

Limitations on Ownership
of Securities

There are no limitations on the right
to own securities, imposed by foreign law or by the charter or other constituent document
of the Registrant.

Change in Control of
Registrant

No provision of Canplats
articles of association, charter or bylaws would have the effect of delaying, deferring,
or preventing a change in control of the Registrant, and operate only with respect to a
merger, acquisition or corporate restructuring of Canplats or any of its subsidiaries.

Ownership Threshold

There are no bylaw provisions
governing the ownership threshold above which shareholder ownership must be disclosed.

C. Material Contracts

There are no material contracts of
the Registrant, other than those mentioned herein and listed under Item 19. Exhibits of
this Form 20-F, to which Canplats or any member of the group is a party, for the two years
immediately preceding publication of this registration statement.

D. Exchange Controls

There is no law or government decree
of regulation in Canada that restricts the export or import of capital, or that affects
the remittance of dividends, interest or other payments to a non-resident holder of common
shares, other than withholding tax requirements. See E. Taxation under this
Item.

There is no limitation imposed by
Canadian law or by the articles or other charter documents of Canplats on the right of a
non-resident to hold or vote the common shares of the Registrant, other than as provided
in the Investment Canada Act, as amended (the Investment Act).

The Investment Act generally
prohibits implementation of a reviewable investment by an individual, government or agency
thereof, corporation, partnership, trust or joint venture that is a
non-Canadian as defined in the Investment Act (a non-Canadian),
unless, after review the Minister responsible for the Investment Act is satisfied that the
investment is likely to be of net benefit to Canada. If an investment by a non-Canadian is
not a reviewable investment, it nevertheless requires the filing of a short notice which
may be given at any time up to 30 days after the implementation of the investment.

An investment in common shares of
Canplats by a non-Canadian that is a WTO investor (an individual or other
entity that is a national of, or has the right of permanent residence in, a member of the
World Trade Organization, current members of which include the European Community,
Germany, Japan, Mexico, the United Kingdom and the United States, or a WTO
investor-controlled entity, as defined in the Investment Act) would be reviewable under
the Investment Act if it were an investment to acquire direct control, through a purchase
of assets or voting interests, of Canplats and the value of the assets of Canplats
equalled or exceeded $184 million, the threshold established for 1999, as indicated on the
financial statements of Canplats for its fiscal year immediately preceding the
implementation of the investment. In subsequent years, such threshold amount may be
increased or decreased in accordance with the provisions of the Investment Act.

An investment in common shares of
Canplats by a non-Canadian, other than a WTO investor, would be reviewable under the
Investment Act if it were an investment to acquire direct control of Canplats and the
value of the assets were $5.0 million or more, as indicated on the financial statements of
Canplats for its fiscal year immediately preceding the implementation of the investment.

A non-Canadian, whether a WTO
investor or otherwise, would acquire control of Canplats for the purposes of the
Investment Act if he, she or it acquired a majority of the common chares of Canplats or
acquired all or substantially all of the assets used in conjunction with Canplats s
business. The acquisition of less than a majority, but one-third or more of the common
shares of the Registrant, would be presumed to be an acquisition of control of Canplats
unless it could be established that Canplats was not controlled in fact by the acquirer
through the ownership of the common shares.

The Investment Act would not apply to
certain transactions in relation to common shares of the Registrant, including:

|(a) |  | an acquisition of common shares of Canplats by any person if the acquisition
                    were made in the ordinary course of that persons business as a trader or
                    dealer in securities;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | an acquisition of control of Canplats in connection with the realization of
                    security granted for a loan or other financial assistance and not for any
                    purpose related to the provisions of the Investment Act; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | an acquisition of control of Canplats by reason of an amalgamation, merger,
                    consolidation or corporate reorganization following which the ultimate direct or
                    indirect control in fact of the Registrant, through the ownership of voting
                    interests, remains unchanged.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E. Taxation

The following is a summary of the
principal Canadian federal income tax considerations, as of the date hereof, generally
applicable to security holders who deal at arms length with the Registrant, who, for
purposes of the Income Tax Act (Canada) (the Canadian Tax Act) and any
applicable tax treaty or convention, have not been and will not be resident or deemed to
be resident in Canada at any time while they have held shares of the Registrant, to whom
such shares are capital property, and to whom such shares are not taxable Canadian
property (as defined in the Canadian Tax Act). This summary does not apply to a
non-resident insurer.

Generally, shares of Canplats will be
considered to be capital property to a holder thereof provided that the holder does not
use such shares in the course of carrying on a business or has not acquired them in one or
more transactions considered to be an adventure in the nature of trade. All security
holders should consult their own tax advisors as to whether, as a matter of fact, they
hold shares of Canplats as capital property for the purposes of the Canadian Tax Act.

Under the current provisions of the
Canadian Tax Act, one-half of capital gains (taxable capital gains) must be
included in computing the income of a holder in the year of disposition. One-half of
capital losses (allowable capital losses) may generally be deducted against
taxable capital gains for the year of disposition subject to and in accordance with the
provisions of the Canadian Tax Act.

Allowable capital losses in excess of
a holders taxable capital gains of a taxation year may generally be carried back
three years and carried forward indefinitely for deduction against taxable capital gains
realized in those years, to the extent and under circumstances permitted under the
Canadian Tax Act.

This discussion is based on the
current provisions of the Canadian Tax Act and the regulations thereunder, the current
provisions of the Canada-United States Income Tax Convention (the Tax Treaty)
and current published administrative practices of the Canada Customs and Revenue Agency.
This discussion does not take into account or anticipate any changes in law, whether by
legislative, administrative or judicial decision or action, nor does it take into account
provincial, territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax considerations described herein.

Generally, shares of Canplats will
not be taxable Canadian property at a particular time provided that such shares are listed
on a prescribed stock exchange (which exchanges currently include the TSX Venture
Exchange), the holder does not use or hold, and is not deemed to use or hold, the shares
of Canplats in connection with carrying on a business in Canada and the holder, persons
with whom such holder does not deal at arms length, or the holder and such persons,
have not owned (or had under option) 25% or more of the issued shares of any class or
series of the capital stock of Canplats at any time within five years preceding the
particular time.

A holder of shares of Canplats that
are not taxable Canadian property will not be subject to tax under the Canadian Tax Act on
the sale or other disposition of shares.

Dividends paid or deemed to be paid
on the shares of Canplats are subject to non-resident withholding tax under the Canadian
Tax Act at the rate of 25%, although such rate may be reduced under the provisions of an
applicable income tax treaty or convention. For example, under the Tax Treaty, the rate is
reduced to 5% in respect of dividends paid to a company that is the beneficial owner
thereof, that is resident in the United States for purposes of the Tax Treaty and that
owns at least 10% of the voting stock of the Registrant. In all other cases, the rate is
reduced to 15% in respect of dividends paid to the beneficial owner thereof that is
resident in the United States for purposes of the Tax Treaty.

WHILE INTENDED TO ADDRESS ALL
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS, NO OPINION WAS REQUESTED BY THE
REGISTRANT, OR IS PROVIDED BY ITS LEGAL COUNSEL AND/OR AUDITORS. ADDITIONALLY, THIS
SUMMARY DOES NOT CONSIDER THE EFFECTS OF UNITED STATES FEDERAL, STATE, LOCAL OR FOREIGN
INCOME TAX CONSEQUENCES.

F. Dividends and Paying
Agents

This Form 20-F is being filed as an
annual report under the Exchange Act, and, as such, there is no requirement to provide any
information under this item.

G. Statement by Experts

This Form 20-F is being filed as an
annual report under the Exchange Act, and, as such, there is no requirement to provide any
information under this item.

H. Documents on Display

The documents described herein may be
inspected at the head office of Registrant at Suite 1180  999 West Hastings Street,
Vancouver, British Columbia, Canada V6C 2W2, during normal business hours.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

As of October 31, 2002, there were no
share purchase warrants outstanding to purchase common stock of the Registrant.

---

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

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

Not applicable

ITEM 15. CONTROLS AND PROCEDURES

Not applicable

ITEM 16. RESERVED

Not applicable

---

PART III

ITEM 17. FINANCIAL STATEMENTS

The financial statements were
prepared in accordance with Canadian GAAP and are presented in Canadian dollars. There are
material differences between United States and Canadian GAAP. A reconciliation of the
financial statements to United States GAAP is set forth in Note 13 of the notes to the
financial statements.

The financial statements are in the
following order:

1. Auditors Report;
2. Balance Sheets; 
3. Statements of Loss and Deficit; 
4. Statements of Cash Flows 
5. Statements of Changes in Shareholders Equity; and 
6. Notes to the Financial Statements.

---

# BEAUCHAMP & COMPANY
CHARTERED ACCOUNTANTS
#205  788 BEATTY STREET 
VANCOUVER, B.C. 
V6B 2M1 
PHONE: 604-688-2850
FAX: 604-688-2777

AUDITORS REPORT

To the Shareholders ofCanplats Resources Corporation

We have audited the balance sheets of
Canplats Resources Corporation as at July 31, 2002 and 2001 and the statements of loss and
deficit, cash flows and changes in shareholders equity for the years then ended.
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 audits in accordance
with generally accepted auditing standards in Canada and the United States. 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
statement presentation.

In our opinion, these financial
statements present fairly, in all material respects, the financial position of the Company
as at July 31, 2002 and 2001 and the results of its operations and its cash flows for the
years then ended in accordance with Canadian generally accepted accounting principles. As
required by the Company Act of 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 United States generally
accepted accounting principles and practices. Application of United States generally
accepted accounting principles and practices would have affected the results of operations
for the year ended July 31, 2002 and the assets and shareholders equity as at July
31, 2002 to the extent summarized in note 13 to the financial statements.

"Beauchamp & Company"

Vancouver, Canada

October 23, 2002

Chartered Accountants

---

# BEAUCHAMP & COMPANY
CHARTERED ACCOUNTANTS
#205  788 BEATTY STREET 
VANCOUVER, B.C. 
V6B 2M1 
PHONE: 604-688-2850
FAX: 604-688-2777

COMMENTS BY AUDITORS FOR U.S. READERS
ON CANADA-U.S. REPORTING CONFLICT

In the United States, reporting
standards for auditors require the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected by significant uncertainties
and contingencies such as those referred to in note 1 to these financial statements. Our
report to the shareholders dated October 23, 2002 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such matters in the auditors
report when the uncertainties are adequately disclosed in the financial statements.

"Beauchamp & Company"

Vancouver, Canada

October 23, 2002

Chartered Accountants

---

BALANCE SHEETS

`As at July 31



                                                                          2002              2001
                                                                            $                 $
--------------------------------------------------------------------------------------------------

ASSETS
Current
Cash                                                                     35,246           183,331
Restricted cash [note 4]                                                107,607               -
Receivables                                                               6,019            13,264
Due from related parties [note 9]                                        10,988               232
Prepaid expense                                                             604             3,616
--------------------------------------------------------------------------------------------------
Total current assets                                                    160,464           200,443

Mineral properties [note 3]                                           1,478,254           986,469
--------------------------------------------------------------------------------------------------
Total Assets                                                          1,638,718         1,186,912
--------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities                                 25,359            30,960
Due to related parties [note 9]                                          30,539            26,528
--------------------------------------------------------------------------------------------------
Total liabilities                                                        55,898            57,488
--------------------------------------------------------------------------------------------------

Shareholders' equity
Share capital [note 5]                                                8,125,636         7,566,941
Deposits on share subscriptions [note 5]                                106,000               -
--------------------------------------------------------------------------------------------------
                                                                      8,231,636         7,566,941

Deficit                                                              (6,648,816)       (6,437,517)
--------------------------------------------------------------------------------------------------
Total shareholders' equity                                            1,582,820         1,129,424
--------------------------------------------------------------------------------------------------
                                                                      1,638,718         1,186,912
--------------------------------------------------------------------------------------------------


On behalf of the Board:




"R.E.Gordon Davis"                                            "James Tutton"

R.E. Gordon Davis, Director                                   James W. Tutton, Director`

The accompanying notes are an integral part of the financial statements.

---

`STATEMENTS OF LOSS AND DEFICIT


Years ended July 31


                                                                         2002             2001               2000
                                                                                                               $
                                                                     $                $
  ------------------------------------------------------------------------------------------------------------------


  Expenses
  Bank charges                                                              600               391              272
  Consulting                                                                -              17,278           12,800
  General exploration                                                     3,533               -              6,771
  Insurance                                                               6,315               634              -
  Investor relations                                                     15,172            19,364            1,279
  Legal, accounting and audit                                             7,005            17,815            8,763
  Listing and filing fees                                                 8,683             3,625            1,545
  Management administration fee [note 8]                                 23,500            10,200              -
  Office                                                                  3,455            17,156            7,653
  Rent [note 8]                                                          14,500            18,000              -
  Salaries                                                               38,738            50,022            1,646
  Shareholder relations                                                  14,240            16,918              -
  Telephone                                                                 118             3,251              359
  Travel and accommodation                                                  -               3,801           10,585
  Transfer agents                                                        15,692             6,898              -
  ------------------------------------------------------------------------------------------------------------------
                                                                       (151,551)         (185,353)         (51,673)
  ------------------------------------------------------------------------------------------------------------------

  Other income (expenses)
  Interest income                                                         1,636             6,419            2,088
  Gain on debt settlement                                                   -               1,700           13,874
  Write-off of investment in Colby Gold PLC                                 -                 -                 (1)
  Write-off of mineral properties [note 3]                              (61,384)          (23,771)         (79,412)
                                                              ------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------
                                                                        (59,748)          (15,652)         (63,451)
  ------------------------------------------------------------------------------------------------------------------

  Loss for the year                                                    (211,299)         (201,005)        (115,124)

  Deficit, beginning of the year                                     (6,437,517)       (6,236,512)      (6,121,388)
  ------------------------------------------------------------------------------------------------------------------
  Deficit, end of the year                                           (6,648,816)       (6,437,517)      (6,236,512)
  ------------------------------------------------------------------------------------------------------------------

  Weighted average number of issued shares                            9,202,413         3,062,700        1,111,303
  ------------------------------------------------------------------------------------------------------------------

  Basic loss per share                                                     0.02              0.06             0.10
  ------------------------------------------------------------------------------------------------------------------`

---

`STATEMENTS OF CASH FLOWS


Years ended July 31



                                                                         2002             2001               2000
                                                                            $                 $                $
--------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
Loss for the year                                                      (211,299)         (201,005)        (115,124)
Non-cash items:
   Gain on debt settlement                                                  -                 -            (13,874)
   Write-off of mineral properties                                       61,384            23,771           79,412
    Write-off of investment in Colby Gold PLC                               -                 -                  1
--------------------------------------------------------------------------------------------------------------------
                                                                       (149,915)         (177,234)         (49,585)
Net change in non-cash working capital items:
   Amounts receivable and prepaid expenses                               10,257             5,164          (19,101)
   Due from related parties                                             (10,756)            4,194           (3,267)
   Accounts payable and accrued liabilities                              (5,601)           (2,366)         (40,803)
   Due to related parties                                                 4,011             9,300         (342,314)
--------------------------------------------------------------------------------------------------------------------
Cash used in operating activities                                      (152,004)         (160,942)        (455,070)
--------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Mineral property costs                                                 (516,669)         (541,618)        (360,952)
--------------------------------------------------------------------------------------------------------------------
Cash used in investing activities                                      (516,669)         (541,618)        (360,952)
--------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Special warrants for cash                                                   -                 -            937,750
Shares issued for cash                                                  523,500         1,000,000              -
Deposits on share subscriptions                                         106,000
Deferred financing costs                                                 (1,305)         (208,196)         (27,960)
--------------------------------------------------------------------------------------------------------------------
Cash provided by financing activities                                   628,195           791,804          909,790
--------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash                                             (40,478)           89,244           93,768

Cash, beginning of year                                                 183,331            94,087              319
--------------------------------------------------------------------------------------------------------------------
Cash, end of the year                                                   142,853           183,331           94,087
--------------------------------------------------------------------------------------------------------------------

Supplemental cash flow information:

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

Non-cash financing activities
Shares issued for mineral property acquisitions                          36,500             6,250              -
--------------------------------------------------------------------------------------------------------------------


                              The accompanying notes are an integral part of the financial statements.`

---

`STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


                                              Common Stock
                                                                         Special                  otal Shareholders'
                                                          Amount         Warrants       Deficit  Tquity (Deficiency)
                                    Number of Shares        $                   $             $  E        $
----------------------------------------------------------------------------------------------------------------------


Balance at July 31, 1999                   1,111,303       5,859,097            -      (6,121,388)       (262,291)

Issued by private placements

   Series "A" Special Warrants                  -                -           400,000        -             400,000

   Series "B" Special Warrants                  -                -           242,500        -             242,500

   Series "C" Special Warrants                  -                -           295,250        -             295,250

Loss for the year                               -                -             -         (115,124)       (115,124)
----------------------------------------------------------------------------------------------------------------------

Balance at July 31, 2000                   1,111,303        5,859,097        937,750   (6,236,512)        560,335

Conversion of special warrants

   Series "A" Special Warrants             1,600,000          400,000       (400,000)       -                -

   Series "B" Special Warrants               970,000          242,500       (242,500)       -                -

   Series "C" Special Warrants             1,181,000          295,250       (295,250)       -                -

For cash                                   2,500,000        1,000,000          -            -           1,000,000

For mineral properties                        25,000            6,250          -            -               6,250

Share issue costs                               -            (236,156)         -            -            (236,156)

Loss for the year                               -                -             -         (201,005)       (201,005)
----------------------------------------------------------------------------------------------------------------------

Balance at July 31, 2001                   7,387,303        7,566,941          -       (6,437,517)      1,129,424

For cash                                   2,655,000          523,500          -            -             523,500

For mineral properties                       175,000           36,500          -            -              36,500

Deposits on share subscriptions                 -             106,000          -            -             106,000

Share issue costs                               -              (1,305)         -            -              (1,305)

Loss for the year                               -                 -            -         (211,299)       (211,299)
----------------------------------------------------------------------------------------------------------------------

Balance at July 31, 2002                  10,217,303        8,231,636          -       (6,648,816)      1,582,820
----------------------------------------------------------------------------------------------------------------------`

---

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated under
the laws of the Province of British Columbia, Canada on February 15, 1967. Effective
October 14, 1999, the Company changed its name from Colby Resources Corp. to International
Colby Resources Corp. Effective March 15, 2000, the Company changed its name from
International Colby Resources Corp. to Canplats Resources Corporation.

The Company is in the process of
acquiring, exploring and developing platinum group mineral properties. The Company will
attempt to bring the properties to production, structure joint ventures with others,
option or lease properties to third parties, or sell the properties outright. The Company
has not determined whether these properties contain ore reserves that are economically
recoverable and the Company is considered to be in the exploration stage.

These financial statements have been
prepared assuming the Company will continue on a going-concern basis. Management has
estimated that the Company will have adequate funds from existing working capital and
additional financings to meet its corporate administrative and property obligations for
the coming year. If the Company is to advance or develop its mineral properties further,
it will be necessary to obtain additional financing and while it has been successful in
the past, there can be no assurance that it will be able to do so in the future.

The recoverability of the amounts
shown for mineral properties and related deferred costs is dependent upon the existence of
economically recoverable reserves, securing and maintaining title and beneficial interest
in the properties, the ability of the Company to obtain necessary financing to complete
the development, and upon future profitable production. The amounts shown as deferred
expenditures and property acquisition costs represent net costs to date, less amounts
amortized and/or written off, and do not necessarily represent present or future values.

2. SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting
principles

These financial statements have been
prepared in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). The significant measurement differences between those principles and those that
would be applied under U.S. generally accepted accounting principles (U.S. GAAP), as they
affect the Company, are disclosed in note 13.

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 amount of assets and
liabilities and disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of revenues and expenditures during the reporting
period. Actual results could differ from those reported.

Mineral properties

The Company capitalizes the cost of
acquiring mineral claims and exploration costs which are directly related to specific
mineral claims until such time as the extent of the mineralization has been determined and
the mineral claims are either developed, abandoned or allowed to expire.

If a claim is abandoned or if it is
determined that its value is less than the book value, the accumulated mineral property
and vested deferred exploration costs are written off in the year of abandonment or
impairment in value. Once a property reaches commercial production, mineral property and
deferred exploration costs will be amortized against production revenues.

Mineral claim option receipts
received by the Company upon sale of an interest in a mining property would be considered
as a recovery of costs and be recorded as a reduction of the deferred exploration costs on
a property-by-property basis.

The amounts shown for acquisition of
mineral claims and deferred exploration represent costs spent to date and do not
necessarily reflect present or future values.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Flow-through shares

The Company has issued flow-through
shares to finance some of its exploration activities. Such shares were issued for cash in
exchange for the Company giving up the tax benefits arising from the exploration
expenditures. The amount of these tax benefits is renounced to investors in accordance
with the Canadian tax legislation. The Company records such share issuances by crediting
share capital for the full value of cash consideration received.

Deferred financing costs

The costs of the prospectus
preparation for legal, accounting, filing and sponsorship were initially deferred. These
costs were charged against share capital when the shares were issued in March 2001.

Income taxes

The Company follows the asset and
liability method of accounting for income taxes in accordance with the recent
recommendations of the Canadian Institute of Chartered Accountants. Under this method,
future income taxes are recognized for the future income tax consequences attributable to
differences between the financial statement carrying values and their respective income
tax bases (temporary differences). Future income tax assets and liabilities are measured
using enacted income tax rates expected to apply to taxable income in the years in which
temporary differences are expected to be recovered or settled. The effect on future income
tax assets and liabilities of a change in tax rates in included in income in the period in
which the change occurs. The amount of future income tax assets recognized is limited to
the amount that is more likely than not to be realized.

Stock-based compensation

The Company grants stock options to
executive officers and directors, employees and consultants pursuant to a stock option
plan described in note 6. Effective January 1, 2002, the company adopted the
recommendations of the new Canadian Institute of Chartered Accountants handbook
section 3870, Stock-Based Compensation and Other Stock-Based Payments. This section
establishes standards for the recognition, measurement and disclosure of stock-based
compensation and other stock-based payments made in exchange for goods and services. The
standard requires that all stock-based awards made to non-employees be measured and
recognized using a fair value based method. The standard encourages the use of a fair
value based method for direct awards of stock, stock appreciation rights, and awards that
call for settlement in cash or other assets. Awards that a company has the ability to
settle in stock are recorded as equity.

The Company has elected to adopt the
intrinsic value method, which recognizes compensation cost for awards to employees only
when the market price exceeds the exercise price at date of grant, but requires pro-forma
disclosure of earnings and earnings per share as if the fair value method had been
adopted. Any consideration paid by the option holders to purchase shares is credited to
share capital. There is no effect on the financial statements of either the current period
or prior period presented.

Loss per share

Basic income/loss per common share is
calculated using the weighted average number of common shares issued and outstanding
during each period. Diluted income/loss per share is calculated using the new Canadian
Institute of Chartered Accountants treasury stock method. It assumes that the proceeds
from the exercise of options or warrants would be used to purchase common shares at the
average market price during the period. The new standard has been applied on a retroactive
basis and had no impact on the amounts presented.

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currency
translation

Transactions recorded in United
States dollars are translated as follows:

o   Monetary assets and liabilities at the rate prevailing at the balance sheet date 
o   Non-monetary assets and liabilities at historic rates 
o   Income and expenses at the actual rate of exchange in effect on the date of the transaction

Exchange gains or losses are recorded
in the statements of operations and deficit.

Effective January 1, 2002 the company adopted
the revised recommendations of the Canadian Institute of Chartered Accountants for the
translation of foreign currencies. Foreign exchange gains and losses for long-term debt
not associated with self-sustaining foreign operations are no longer deferred and
amortized over the term of the debt, but charged to earnings in the period they arise.
There were no unamortized foreign exchange losses on long-term debt as at December 31,
2001 and consequently no adjustment to reduce opening retained earnings was necessary.

Environmental protection and
rehabilitation costs

Liabilities related to environmental
protection and rehabilitation costs are accrued and charged to income when their
likelihood of occurrence is established. This includes future removal and site restoration
costs as required due to environmental law or contracts.

---

3.MINERAL PROPERTY COSTS

`The Company's properties are located in Ontario in the Thunder Bay Mining Division, Voltaire and Nipigon Lake areas.
                                                Voltaire  Black                                   Other
                  Grand Bay  Geikie     Posh    Johnspine Sturgeon   Tartan    Stucco    Mikinak  Properties  Total
                      $         $         $         $         $         $         $         $         $         $
Balance   -  July
31, 2000
                     34,385    73,779    75,489   128,773  42,821       6,480    32,942    10,621    57,082   462,372
----------------------------------------------------------------------------------------------------------------------

Acquisition costs
                     15,000    10,850         -    43,722     -       (5,000)         -     4,000     4,384    72,956
----------------------------------------------------------------------------------------------------------------------
Aircraft
                          -         -         -     3,000     -             -         -         -         -     3,000
Assays
                         51        77        81       159    34             -        26         -         -       428
Consulting
                      2,407     3,570     3,806     7,533   1,587           -     1,190        55         -    20,148
Drafting
                        132       792       467     2,321    176          108       176        88       220     4,480
Drilling
                          -         -         -    57,314         -         -         -         -         -    57,314
Geology
                      3,522    12,514     1,814    22,086   2,177         288     1,217       320     1,315    45,253
Geophysics
                     21,288    51,027    30,778    69,462  26,574       8,386       679    16,524         -   224,718
Labour
                          -     3,600         -         -         -         -         -         -         -     3,600
Line cutting
                      6,202    21,923    10,239    22,415         -    16,298         -     4,591         -    81,668
Living costs
                        693       443         -     1,436         -         -        59         -         -     2,631
Metallurgical
                        257     6,177         -     2,444         -         -         -         -         -     8,878
Office
expense-field           752     1,654     1,123     2,692    442            -       373        74       689     7,799
Prospecting
                      1,000     2,425     1,000     2,545         -         -       100         -         -     7,070
Storage
                        387       580       612     1,192    258            -       193         -         -     3,222
Travel                  631
                                1,114         -     2,711    180            -        67         -         -     4,703
----------------------------------------------------------------------------------------------------------------------
Exploration
costs  for
the year             37,322    105,896    49,920   197,310  31,428      25,080     4,080    21,652     2,224   474,912
----------------------------------------------------------------------------------------------------------------------
Costs     written
off   during  the
year                      -         -         -         -         -         -         -         -  (23,771)  (23,771)
----------------------------------------------------------------------------------------------------------------------
Balance   -  July
31, 2001
                     86,707   190,525   125,409   369,805    74,249    26,560    37,022    36,273    39,919   986,469
----------------------------------------------------------------------------------------------------------------------
Acquisition
costs
for the period            -    12,500         -       650         -         -  (28,850)   (4,200)    24,000     4,100
----------------------------------------------------------------------------------------------------------------------
Aircraft
                          -         -         -         -         -         -         -     2,413         -     2,413
Assaying
                      7,549    20,532     4,224     7,671     3,321         -       840     4,214         -    48,351
Consulting
                          -     1,267         -     1,500         -       680         -         -         -     3,447
Drafting
                      1,661     3,390     1,517     1,881       440         -       132       682         -     9,703
Drilling
                     27,903    49,731    14,235    69,199         -         -         -         -         -   161,068
Geochemistry
                      1,874         -         -         -     2,276         -         -     2,502         -     6,652
Geology
                     21,367    16,721    12,627    27,750     1,340         -       640     2,234       356    83,035
Geophysics                     26,206              41,476                                  13,294
                     28,913               2,500               5,382         -         -               1,795   119,566
Government fees
                         88       263         -       162         -         -        39         -        65       617
Equipment
                          -     7,913     2,325    22,793         -         -         -         -         -    33,031
Labour
                      1,846     3,788     1,461    11,024         -         -         -         -         -    18,119
Line cutting                                                                                                   25,132
                      2,866    10,224         -         -     5,971         -         -     6,071         -
Living costs
                      2,283     5,433     3,075     2,450         -         -       449         -       289    13,979
Metallurgical
                        781         -         -         -         -         -         -         -         -       781
Office
expense-field         1,043     3,621     2,473     2,019       179         -        94       179       133     9,741
Prospecting
                        325     3,675     1,400         -         -         -       325         -         -     5,725
Storage
                      1,359     2,758       846     1,829         -         -         -         -       408     7,200
Travel
                      3,226     9,354     1,992     6,911         -         -       146         -         -    21,629
Joint venture
   recoveries
                          -         -         -         -         -         -         -  (21,120)         -  (21,120)
----------------------------------------------------------------------------------------------------------------------
Exploration
costs   for   the   103,084   164,876             196,665                                  10,469
year                                     48,675              18,909       680     2,665               3,046   549,069
----------------------------------------------------------------------------------------------------------------------
Costs     written
off   during  the         -
year                                -         -         -         -  (27,240)         -         -  (34,144)  (61,384)
----------------------------------------------------------------------------------------------------------------------
Balance   -  July
31, 2002
                    189,791   367,901   174,084   567,120    93,158         -    10,837    42,542    32,821 1,478,254
----------------------------------------------------------------------------------------------------------------------`

3. MINERAL PROPERTY COSTS (continued)

PRINCIPAL PROPERTIES

Grand Bay

The Company has an option to acquire
from Canadian Golden Dragon Resources Ltd. up to a 75% interest in 5 mineral claims (76
units) by paying Golden Dragon $26,000 (paid) over two years and spending a total of
$500,000 in exploration by June 30, 2003. The property is subject to a 1% net smelter
return (NSR) which the Company can purchase for $500,000.

Geikie

The Company has an agreement to
acquire a 100% interest in 7 mineral claims (108 units) near Cheeseman and Kitchen Lake
area, by an initial cash payment of $10,000 (paid) and the requirement to issue a total of
100,000 common shares in four equal installments of 25,000 shares in six month intervals
(notes 5 and 14), and the granting of a 1% NSR which may be repurchased by the Company for
$500,000. An additional 27 mineral claims (381 units) have been staked, of which 19
mineral claims (274 units) remain.

Posh

The Company has an option to acquire
from East West Resource Corporation (East West), a related company by one
common director, up to a 75% interest in 7 mineral claims (112 units) near Cheeseman Lake,
Circle Lake, and Lunch Creek area by making a total of $30,000 in cash payments (paid) and
spending a total of $500,000 in exploration expenditures by June 30, 2003. A 1% NSR in the
property can be purchased for $500,000. An additional 8 mineral claims (105 units) have
been staked by the Company, of which 1 mineral claim (16 units) remain.

Voltaire-Johnspine

The 100%-owned Voltaire-Johnspine
Property is comprised of five adjacent claim blocks that have been merged together:
Voltaire, Johnspine, Gull River, Mount Lake and Chief Bay. The Voltaire-Johnspine Property
consists of 62 mineral claims (815 units) covering an area of approximately 13,622
hectares and is located approximately 5 km southwest of the Gull River Indian Reservation
and 65 km north of the Lac des Iles mine. The property is traversed by Highway 527 that
links Thunder Bay, Ontario to Armstrong, Ontario.

Black Sturgeon

The Company has a 100% interest in
the 4 mineral claims (64 units).

Tartan

The Company has a 100% interest in the
4 mineral claims (56 units). In fiscal 2002 the Company entered into an option agreement
with Red Star Resource Corp. under which Red Star could earn a 50% interest. The claims
were allowed to lapse in fiscal 2002 and all costs associated with the property were
written off.

Stucco

The Company has a 100% interest in
the Stucco property consisting of 23 mineral claims (314 units) located in the Thunder Bay
Mining Division of Ontario. As part of the 314 claim unit property, a 16 unit claim has
been purchased subject to the issuance of 50,000 common shares in three installments over
18 months. The vendors retain a 2% NSR of which 1% may be purchased for $1,000,000 and the
remaining 1% may be purchased on a right of first refusal basis. In fiscal 2002 the
Company signed an option agreement with Platinum Group Metals Ltd. whereby Platinum Group
Metals can earn up to a 60% interest in the Stucco property. Under the terms of the
agreement, Platinum Group Metals can earn a 51% interest in the property through cash
payments totalling $65,000 and exploration and development expenditures of $1,000,000 over
four years.

Mikinak

The Company has an option to acquire
from East West up to a 50% interest in 11 mineral claims (163 units) by funding $20,000 of
assessment work and option payments. The Company will be the operator. The property is
subject to a 2% NSR of which 0.8% can be purchased for $800,000 and the balance of the
royalty on which the companies have a first right of refusal if sold. In fiscal 2002 the
Company entered into an option/joint venture agreement with Teck Cominco Limited. Under
the terms of the agreement, Teck may earn a 51% interest through cash payments totalling
$100,000 and by spending exploration and development expenditures of $750,000 over four
years. An additional 9% may be earned by spending another $1,500,000 over two years. An
additional 3 mineral claims (17 units) have been staked. Subsequent to fiscal 2002, Teck
Cominco gave notice that it as terminating the agreement (note 14).

OTHER PROPERTIES

Awl Lake

The Company acquired 5 mineral claims
(80 units) located in the Obonga Lake area, Thunder Bay Mining Division, by paying $3,000
(paid) and issuing 100,000 common shares (issued).

Plateau Lake

The Company acquired by staking 13
mineral claims (94 units), which it owns 50/50 with East West and which is optioned to
Prism Resources Inc., a company in which a director and president is also a director of
the Company, whereby Prism can earn up to a 60% interest by paying $4,500 by June 25, 2001
(paid) and incur $436,000 in exploration costs by June 25, 2003. A total of 4 mineral
claims (52 units) are remaining.

North Fintry

The Company has a 100% interest in 4
mineral claims (48 units). In fiscal 2002 all costs associated with the property were
written off.

Circle Lake

The Company had a 100% interest in 15
mineral claims (196 units). The claims were allowed to lapse in fiscal 2002 and all costs
associated with the property were written off.

Boomer Lake

The Company had a 100% interest in 10
mineral claims (123 units). The claims were allowed to lapse in fiscal 2002 and all costs
associated with the property were written off.

4. RESTRICTED CASH

During
the year ending July 31, 2002 the Company raised a total of $501,000 in proceeds from the
private placement of 2,505,000 flow-through common shares. A further $81,000 was received
as deposits on share subscriptions for flow-through common shares. These proceeds can only
be used on exploration of Canadian mineral properties and the tax benefits flow through to
the subscribers. As of July 31, 2002, the unspent cash balance was $107,607.

5.SHARE CAPITAL

`Authorized
100,000,000 common shares without par value.

[a]  The Company had the following shares issued and outstanding:

                                                                            Number of
                                                                             Shares              $
           ----------------------------------------------------------------------------------------------
                    Balance, July 31, 2000                                  1,111,303        5,859,097
                    For cash:
                       Initial public offering (c)                          2,500,000         1,000,000
                       Series "A" Special Warrants (b)                      1,600,000           400,000
                       Series "B" Special Warrants (b)                        970,000           242,500
                       Series "C" Special Warrants (b)                      1,181,000           295,250
                       For mineral properties (note 3)                         25,000             6,250
                       Share issue costs                                         -             (236,156)
           ----------------------------------------------------------- ---------------- -----------------
                   Balance, July 31, 2001                                   7,387,303         7,566,941
                    For cash:
                       Private placements (d)                                 150,000            22,500
                       Private placements - flow-through (d)                2,505,000           501,000
                    For mineral properties (note 3)                           175,000            36,500
                    Share issue costs                                            -              (1,305)
                    Deposits on share subscriptions (e)                          -              106,000
           ----------------------------------------------------------- ---------------- -----------------
                   Balance, July 31, 2002                                  10,217,303         8,231,636
           ----------------------------------------------------------- ---------------- -----------------`

As
at July 31, 2002, the Company had 138,000 (2001  207,000) shares subject to escrow
agreements.

|[b] |  | The Company has issued 1,600,000 Series A Special Warrants at $0.25
               per Special Warrant, exchangeable into 1,600,000 common shares and 970,000
               Series B Special Warrants, 770,000 of which are flow-through
               warrants and 200,000 non-flow-through warrants, exchangeable into 970,000 common
               shares and 970,000 warrants whereby each warrant can be exercised to acquire one
               share at $0.25 in the first year and at $0.30 in the second year. The Company
               received proceeds for 1,181,000 Series C Special Warrants,
               exchangeable into 1,181,000 common shares and 1,181,000 warrants whereby each
               warrant can be exercised to acquire one share at $0.25 for one share in the
               first year and $0.30 in the second year. The Series C Special
               Warrants did not close until September 30, 2000. The warrants all expired on
               September 30, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[c] |  | The Company completed its initial public offering in March 2001 on the Canadian
               Venture Exchange by issuing to the public 2,500,000 units at a price of $0.40
               per unit, to net the Company $763,844 after commissions, legal and sponsorship
               fees of $236,156. Each unit sold is comprised of one common share and one half
               of one non-transferable share purchase warrant. One whole warrant will entitle
               the holder to purchase one additional common share, exercisable at $0.50 per
               share, until March 19, 2002. The listing of the Companys shares qualified
               the issuance of 3,751,000 shares and 2,151,000 share purchase warrants, which
               were issued pursuant to previously issued Series A, Series
               B and Series C special warrants. The warrants all
               expired on September 30, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Companys agents were granted non-transferable share purchase warrants with the same
exercise terms as the share purchase warrants, entitling them to purchase 500,000 common
shares of the Company. The warrants expired on March 21, 2002.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[d] |  | During the year ending July 31, 2002 the Company issued, in three separate
               private placements, a total of 2,505,000 flow-through common shares at $0.20 per
               share and 150,000 common shares at $0.15 per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[e] |  | In July 2002 the Company announced it was planning a private placement and in
               early August 2002 it closed on the private placement consisting of 790,000
               shares consisting of 540,000 flow-through shares at $0.15 per share and 250,000
               common shares at $0.10 per share. Total proceeds of $106,000 ($81,000 relating
               to flow-through shares and $25,000 relating to common shares) were received
               prior to year-end with the shares issued on August 2, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6. STOCK OPTIONS

The Company follows the policies of
the TSX Venture Exchange under which it is authorized to grant options to executive
officers and directors, employees and consultants, enabling them to acquire up to 10% of
the issued and outstanding common stock of the Company. The exercise price of each option
equals the closing market price of the Companys stock as calculated on the date
immediately preceding the grant. The options can be granted for a maximum term of 5 years.

Stock options issued to officers,
employees and directors are as follows:

`2002                                  2001
          -----------------------------------------------------------------------------------------------
                                                     Weighted                              Weighted
                                                      Average                              Average
                                                     Exercise                              Exercise
                                      Number           Price           Number               Price
                                     of Shares           $            of Shares               $
          -----------------------------------------------------------------------------------------------

          Options outstanding
              at August 1            1,040,000         0.50               -                   -
          Granted                        -               -              1,040,000            0.50
          -----------------------------------------------------------------------------------------------

          Options outstanding
          and exercisable
             at July 31              1,040,000         0.50             1,040,000            0.50
          -----------------------------------------------------------------------------------------------`

The expiry date on all options is April
4, 2004.

7. WARRANTS

Warrants issued are as follows:

`2002                                  2001
          -----------------------------------------------------------------------------------------------
                                                     Weighted                              Weighted
                                                      Average                              Average
                                                     Exercise                              Exercise
                                      Number           Price           Number               Price
                                     of Shares           $            of Shares               $
          -----------------------------------------------------------------------------------------------
          Warrants outstanding
              at August 1            3,901,000         0.37               -                   -
          Issued                         -               -            3,901,000              0.37
          Exercised                      -               -                -                   -
          Expired                    (500,000)         0.50               -                   -
          -----------------------------------------------------------------------------------------------
          Warrants outstanding       3,401,000         0.37           3,901,000              0.37
             at July 31
          -----------------------------------------------------------------------------------------------`

During the
year the expiry dates for the 970,000 Series B warrants and 1,250,000 of the
1,750,000 warrants issued with the initial public offering were extended to September 30,
2002. Subsequent to year-end all remaining warrants expired unexercised.

The following table summarizes information on warrants outstanding at July 31, 2002.

`Number of           Exercise

                                                                                        Expiry
                                                  Shares             Price               Date
          -----------------------------------------------------------------------------------------------
          Series B                                 970,000         $0.30        September 30, 2002
          Series C                               1,181,000         $0.30        September 30, 2002
          Initial public offering                  1,250,000         $0.50        September 30, 2002
          -----------------------------------------------------------------------------------------------
                                                   3,401,000
          -----------------------------------------------------------------------------------------------`

8. COMMITMENTS

Effective April 1, 2001, the Company
entered into a Management Services Agreement with Silver Standard Resources Inc., a
company in which two directors are also directors of the Company. The agreement is for a
term of 24 months and may be extended by agreement of the parties. Under the agreement,
Silver Standard provides general corporate management, administrative and technical
services for the Company. For personnel, hourly rates charged are based on direct costs
plus a factor of 30% for benefits. For overhead costs, office equipment usage and
management services personnel, which cannot reasonably be allocated to time spent on
behalf of the Company, the management fee was $2,600 per month. An additional $1,500 per
month was charged for office space and furnishings used by the Company. On January 1, 2002
the management fee was reduced to $1,500 per month and the amount charged for office space
and furnishings was reduced to $1,000 per month.

9. RELATED PARTY TRANSACTIONS

[a]    
          The Company entered into the following transactions with related parties:

| | {i} | Paid or accrued $185,529 (2001  $126,946) in geological support, management and
administration expenses from Silver Standard Resources Inc., a company in which two
directors are also directors of the Company (note 8).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | {ii} | The Company has entered into mineral property option agreements and share an exploration
office with East West (note 3), a company that has one director who is also a director of
the Company. The Company paid or accrued $28,472 (2001  $22,574) to East West for
the share of the exploration office. The Company received or accrued $22,598 (2001 
$Nil) from East Wests share of the mineral property option agreements.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | {iii} | The Company has entered into a mineral property option agreement with Prism Resources Inc.
relating to the Plateau Lake property [note 3], a company whose president and director is
also a director of the Company. In fiscal 2002 the Company received $Nil (2001 
$2,250) from Prism.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | {iv} | In fiscal 2002 the Company acquired the Awl Lake mineral property from a company that is
controlled by a major shareholder of the Company (note 3). The consideration paid was
$3,000 in cash and the issuance of 100,000 common shares with value of $20,000.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[b]    
          Included in amounts receivables and payables at July 31, 2002 are the following:

{i}        $10,988 (2001  $232) due from East West
             {ii}        $30,539 (2001  $26,528) payable to Silver Standard.

---

10. 
INCOME TAXES

As at July 31, 2002, the Company had
available for deduction against future taxable income, net loss carryforwards of
approximately $701,000 (2001  $508,000). These losses, if unutilized, expire from
2003 and 2009. Subject to certain restrictions, the Company has further resource
development, exploration and finance expenses totalling approximately $4,654,000 (2001
 $4,644,000) available to reduce taxable income in future years with no fixed expiry
date. The net loss carryforwards resulted from regular operating losses in prior years.

Future income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Companys future tax assets as of July 31 are as
follows:

`2002                2001
                                                                                $                    $
          -----------------------------------------------------------------------------------------------------------

          Long term future tax assets:
             Non capital loss carryforwards                                         277,700             227,600
             Book amortization in excess of tax CCA and resource claims           1,204,400           1,547,900
             Finance charges                                                         56,500              84,300
          -----------------------------------------------------------------------------------------------------------
             Total future tax assets                                              1,538,600           1,859,800
             Less:  Valuation allowance for future tax assets                    (1,538,600)
                                                                                                     (1,859,800)
          -----------------------------------------------------------------------------------------------------------
             Net future tax assets                                                    -                     -
          -----------------------------------------------------------------------------------------------------------`

The potential income tax benefit of
these losses and tax pool balances have been offset by a valuation allowance.

A reconciliation of income tax
attributable to continuing operations computed at the statutory tax rates to income tax
expense (recovery) is as follows:

`2002                2001
                                                                                          $                   $
          -----------------------------------------------------------------------------------------------------------

          Loss before taxes                                                         (211,299)          (201,005)
          -----------------------------------------------------------------------------------------------------------
             Income taxes at statutory rates of 39.6% (2001 - 44.6%)                 (83,700)           (89,700)
             Non deductible expenses and adjustment for income tax                     7,100            (10,500)
             Unrecognized benefit of net operating losses carried forward             76,600            100,200
          -----------------------------------------------------------------------------------------------------------
                                                                                           -                   -
          -----------------------------------------------------------------------------------------------------------`

11. 
SEGMENTED INFORMATION

The Company operates in one industry
segment in Canada  the exploration and development of mineral properties. Mineral
property expenditures by property are detailed in note 3.

12.  FAIR VALUE OF
FINANCIAL INSTRUMENTS

The Companys financial
instruments consist of cash, receivables, accounts payable and accrued liabilities. The
estimated fair values of the Companys financial instruments approximate their book
value as the amounts are short-term in nature.

13. 
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) which differ in certain material respects from United States
generally accepted accounting principles and practices (U.S. GAAP).

[a]       Mineral Properties

| | Under
Canadian GAAP, mineral property acquisition and exploration expenditures are capitalized
until such property is placed into production, sold or abandoned.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
U.S. GAAP, the recoverability of capitalized mineral property expenditures is generally
considered insupportable until a commercially mineable deposit is determined; therefore
all mineral property expenditures are expensed as incurred.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[b]       Common Stock

| | 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, effective January
1, 2002, all stock-based awards made to non-employees must be measured and recognized
using the fair value based method. The Company has elected to adopt the intrinsic value
method, which recognizes compensation cost for awards to employees only when the market
price exceeds the exercise price at date of grant, but requires pro-forma disclosure of
earnings and earnings per share as if the fair value method had been adopted.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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
for 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 as if it had elected to follow SFAS 123.
SFAS 123 requires a fair value based method of accounting for stock options using the
Black-Scholes option pricing model. This model was developed for use in estimating the
fair value of traded options and require the input of and are highly sensitive to
subjective assumptions including the expected stock price volatility. Stock options
granted by the Company have characteristics significantly different from those of traded
options. In the opinion of management, the existing model does not provide a reliable
single measure of the fair value of stock options granted by the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under APB 25, compensation cost must be recognized for all compensatory stock options granted
whenever the market price of Companys shares on the date of grant exceeds the
exercise price. During the 2001 fiscal year, the Company granted stock options to purchase
1,040,000 common shares at a price of $0.50 per share expiring on April 4, 2004. No
compensation cost has been recognized as the market price of the Companys shares on
the date of grant was less than the exercise price. During the 2002 and 2000 fiscal years,
no stock options were granted by the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

13. 
DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE
UNITED STATES (continued)

| | In
accordance with SFAS 123, the following is a summary of the changes in the Companys
stock options for the 2002, 2001 and 2000 fiscal years:
| | -----------------------------------------------------------------------------------------------------------------------------------------------

`2002                     2001                      2000
    ----------------------------------------- ----------------------- ------------------------- --------------------------
                                                          Weighted                  Weighted                  Weighted
                                              Number of   Average     Number of     Average     Number of      Average
                                                Shares    Exercise      Shares      Exercise      Shares      Exercise
                                                            Price                    Price                      Price
                                                             ($)                      ($)                        ($)
    ----------------------------------------- ----------- ----------- ----------- ------------- ----------- --------------
    Balance at beginning of year              1,040,000      0.50         -            -            -             -
    Granted                                       -           -       1,040,000       0.50          -             -
                                              ----------- ----------- ----------- ------------- ----------- --------------

    Outstanding at end of year                1,040,000      0.50     1,040,000       0.50          -             -
                                              ----------- ----------- ----------- ------------- ----------- --------------

    Exercisable at end of year                1,040,000      0.50     1,040,000       0.50          -             -
                                              ----------- ----------- ----------- ------------- ----------- --------------

    Weighted-average fair value of
     Options  granted during the year                         -                       0.05                        -
                                                          -----------             -------------             --------------`

| | For
the 2001 fiscal year, the weighted-average fair values for stock options were estimated at
the date of grant or amendment using a Black-Scholes option pricing model with the
following weighted-average assumptions: risk-free interest rate of 5.0% volatility factor
of the expected market price of the Companys common stock of 0.31; option lives of
three years; and no expected dividends. During the 2002 and 2000 fiscal years, no stock
options were granted by the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following is a summary of the Companys net loss and basic and diluted loss per share
as reported and pro forma as if the fair value based method of accounting defined in SFAS
123 had been applied for the 2002, 2001, and 2000 fiscal years:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`2002                         2001                        2000
                                            $                            $                            $
                                As Reported     Pro Forma     As Reported    Pro Forma    As Reported     Pro Forma
                               -------------- -------------- -------------- ------------ --------------- ------------

      Net loss for the year        (703,084)    (703,084)        (725,102)   (775,126)        (410,537)    (410,537)
                               -------------- -------------- -------------- ------------ --------------- ------------

      Basic and diluted
        Loss per share                (0.08)       (0.08)           (0.24)     (0.26)            (0.37)       (0.37)
                               -------------- -------------- -------------- ------------ --------------- ------------`

13. 
DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE
UNITED STATES (continued)

[c]       
          Application of U.S. GAAP to Financial Statements

The
impact of the application of U.S. GAAP to the Companys financial statements are
summarized as follows:

`BALANCE SHEETS                                                        2002             2001         2000
                                                                               $                   $         $
         ----------------------------------------------------------- ---------------- --------------- ---------------
         Assets
         Mineral properties under Canadian GAAP                           1,478,254         986,469         462,372
         Add back write-off of mineral properties under
            Canadian GAAP                                                    61,384          23,771          79,412
         Mineral property expenditures expensed
            under U.S. GAAP                                                (553,169)       (547,868)       (374,825)
         Cumulative historical adjustments                                 (986,469)       (462,372)       (166,959)
         ----------------------------------------------------------- ---------------- --------------- ---------------
         Mineral properties under U.S. GAAP                                  -                -               -
         ----------------------------------------------------------- ---------------- --------------- ---------------
         Total Assets under U.S. GAAP                                       160,464         200,443         148,517
         ----------------------------------------------------------- ---------------- --------------- ---------------

         Shareholders' Equity
         Deficit under Canadian GAAP                                     (6,648,816)     (6,437,517)     (6,236,512)
         Deduct net loss under Canadian GAAP                                211,299         201,005         115,124
         Add net loss under U.S. GAAP                                      (703,084)       (725,102)       (410,537)
         Cumulative historical adjustments                                 (986,469)       (462,372)       (166,959)
         ----------------------------------------------------------- ---------------- --------------- ---------------
         Deficit under U.S. GAAP                                         (8,127,070)     (7,423,986)     (6,698,884)
         ----------------------------------------------------------- ---------------- --------------- ---------------
         Total Shareholders' Equity
            Under U.S. GAAP                                                 104,566         142,955          97,963
         ----------------------------------------------------------- ---------------- --------------- ---------------



         STATEMENTS OF OPERATIONS

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

         Loss for the year under Canadian GAAP                             (211,299)       (201,005)       (115,124)
         Add back write-off of mineral properties under
            Canadian GAAP                                                    61,384          23,771          79,412
         Mineral property expenditures expensed
            under U.S. GAAP                                                (553,169)       (547,868)        (374,825)

         ----------------------------------------------------------- ---------------- --------------- ---------------
         Loss for the year under U.S. GAAP                                 (703,084)       (725,102)        (410,537)
         ----------------------------------------------------------- ---------------- --------------- ---------------






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


         STATEMENTS OF CASH FLOWS                                              2002             2001            2000
                                                                               $                $               $
         -------------------------------------------------------------- ------------- --------------- ---------------

         Operating Activities
         Loss for the year under U.S. GAAP                                 (703,084)       (725,102)       (410,537)
         Non-cash issue of shares for property                               36,500           6,250            -
         Other components of operating activities which
            are similar under Canadian and U.S. GAAP                        (2,089)          16,292        (405,485)
         -------------------------------------------------------------- ------------- --------------- ---------------
         Net cash provided by (used for) operating
            activities under U.S. GAAP                                     (668,673)       (702,560)       (816,022)
         -------------------------------------------------------------- ------------- --------------- ---------------

         Investing Activities
         Mineral property costs under U.S. GAAP                                -               -               -
         -------------------------------------------------------------- ------------- --------------- ---------------
         -------------------------------------------------------------- ------------- --------------- ---------------
         Net cash used for investment activities under U.S. GAAP               -               -               -
         -------------------------------------------------------------- ------------- --------------- ---------------`

|[d] | Loss per Share
|--- | --------------

| | Under U.S.  GAAP,  the  presentation  of both basic and diluted  earnings per share  ("EPS") is required for all entities with
         complex  capital  structures  including a  reconciliation  of each  numerator  and  denominator.  Basic EPS excludes  dilutive
         securities  and is computed by dividing  income  available to common  stockholders  by the  weighted-average  number of common
         shares  outstanding  in the year.  Diluted EPS reflects the potential  dilution that could occur if dilutive  securities  were
         converted into common shares and is computed  similarly to fully diluted EPS pursuant to previous  accounting  pronouncements.
         These requirements under U.S. GAAP apply equally to loss per share presentations.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The following is a reconciliation of the numerators and denominators
of the basic and diluted loss per share calculations:
| | --------------------------------------------------------------------------------------------------------------------------

`2002             2001            2000
                                                                                $               $               $
                                                                     ---------------- --------------- ---------------

         Numerator, net loss for the year under U.S. GAAP                  (703,084)       (725,102)        (410,537)

                                                                     ---------------- --------------- ---------------
         Denominator:
         Weighted-average number of shares
            under Canadian GAAP                                           9,202,413       3,062,700       1,111,303
         Effect of escrow shares excluded from
           the denominator under U.S. GAAP                                 (138,000)        (76,562)             --
                                                                     ---------------- --------------- ---------------

         Weighted-average number of shares under U.S. GAAP                9,064,413       2,986,138       1,111,303
                                                                     ---------------- --------------- ---------------

         Basic and diluted loss per share under U.S. GAAP                     (0.08)          (0.24)           (0.37)
                                                                     ---------------- --------------- ---------------`

| | Stock  options and warrants  outstanding  were not included in the  computation  of diluted loss per share as their  inclusion
         would be antidilutive.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|[e] | Recent Accounting Pronouncements
|--- | --------------------------------

| | In August,  2001,  the FASB  issued  SFAS No. 144,  Accounting  for the  Impairment  or  Disposal  of  Long-Lived  Assets that
         established a single  accounting  model,  based on the framework of SFAS No. 121 ("Accounting for the Impairment of Long-Lived
         Assets and for  Long-Lived  Assets to Be Disposed  Of"),  for  long-lived  assets to be disposed of by sale.  The statement is
         effective  for fiscal years  beginning  after  December 15, 2001 and the Company does not expect any  significant  impact upon
         adoption.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.  SUBSEQUENT EVENTS

|[a] | The Company issued 25,000 shares pursuant to the terms of a mineral property
                    agreement with respect to the Geikie mineral properties. The shares were issued
                    at $0.25 per share (note 3) and this concludes the obligations under the
                    agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company issued 12,500 shares pursuant to the terms of a mineral property agreement with
respect to the Stucco mineral properties. The shares were issued at $0.16 per share (note
3).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[b] | The Company has been notified in October, 2002 that Teck Cominco was terminating
      its agreement relating to the Mikinak property and further, that the claims were
      in good standing (note 3).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

ITEM 18.  FINANCIAL STATEMENTS

See Item 17.
Financial Statements

ITEM 19. EXHIBITS

The exhibits included in this Form
20-F are in the following order:

1. Articles of
Incorporation and Bylaws

(a)    Certificate of Incorporation of Colby Mines Ltd. (N.P.L.) dated February 15, 1967; 
      (b)    Articles of Incorporation; [1] 
      (c)    Certificate of Change from a Private Company into a Public Company dated December 11, 1967; [1] 
      (d)    Certificate of Change of Name to Colby Mines Ltd. dated January 11, 1977; [1]
      (e)    Certificate of Change of Name to Colby Resources Corp. dated February 11, 1980; [1] 
      (f)    Certificate of Change of Name to International Colby Resources Corp. dated October 14, 1999; [1]
      (g)    Certificate of Change of Name to Canplats Resources Corporation dated March 15, 2000; [1]

3. Voting Trust Agreements

Not
applicable

4. Material Contracts

Principal Properties

(a) Geikie

| | Agreement dated April 28, 1999 with Bryan Patrie, whereby Canplats was granted an option to purchase
a 100% interest in and certain rights to prospect and examine 108 mineral claim units
forming the Geikie Property; [1]
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)Posh

| | Agreement
dated June 30, 1999 between Canplats and East West, whereby Canplats may earn a 75%
interest in 112 mining claim units forming the Posh Property; [1]
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amending
Agreement dated September 30, 2000 between Canplats and East West, amending the agreement
dated June 30, 1999 between Canplats and East West in respect of the Posh Property by the
inclusion of an additional six claims (73 claim units) under such agreement; [1]
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amending
Agreement dated April 4, 2001 between Canplats and East West, amending the agreement dated
June 30, 1999 between Canplats and East West in respect of the Posh Property by extending
the time by three months from June 30, 2001 to September 30, 2001 in which Canplats has to
incur exploration expenditures on the property of $100,000; [1]
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)
Grand Bay

| | Agreement
dated June 30, 1999 between Canplats and Golden Dragon whereby Canplats acquired a 75%
interest in 156 claim units forming the Grand Bay Property; [1]
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amending
Agreement dated December 21, 2000 between Golden Dragon and the Registrant, amending the
agreement dated June 30, 1999 between Golden Dragon and Canplats in respect of the Grand
Bay Property by extending the time by six months, from December 30, 2000 to June 30, 2001,
in which Canplats has to incur exploration expenditures on the property of $40,000; [1]
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amending
Agreement dated April 4, 2001 between Golden Dragon and the Registrant, amending the
agreement dated June 30, 1999 between Golden Dragon and Canplats in respect of the Grand
Bay Property by extending the time by three months from June 30, 2001 to September 30,
2001 in which Canplats has to incur exploration expenditures on the property of $100,000;
[1]
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)
Mikinak West and East

| | Option
and Joint Venture Agreement dated March 17, 2000 between East West and Canplats pursuant
to which Canplats may earn a 50% interest in 151 claim units forming the Mikinak West and
East Property; [1]
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Agreement
dated March 25, 2002 with Teck Cominco Limited whereby the Registrant granted an option to
Teck Cominco to acquire up to a 60% interest in the 149 mineral claim units which comprise
the Mikinak West property.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)
Stucco

| | Agreement
dated September 21, 2001 with Aki Siltamaki, R. Hietapakka and A. Hietapakka whereby
Canplats was granted an option to purchase a 100% interest in and certain rights to
prospect and examine 16 mineral claim units.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Agreement
dated September 27, 2001 with Platinum Group Metals Ltd. whereby Canplats granted an
option to Platinum to acquire up to a 60% interest in the 314 mineral claim units which
comprise the Stucco property.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other
Material Contracts

(a)
Escrow Agreements

| | Escrow  Agreement  dated January 29, 2001 among the  Registrant,  Computershare  Trust Company of Canada,  R.E.  Gordon Davis,
 Robert A.  Quartermain,  Ross A.  Mitchell  and  Kathleen  Mitchell  in respect of the  escrow of  certain  securities  of the
 Registrant; [1]
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Stock
Option Plan

| | Stock
option plan dated April 2, 2001 providing for the issuance of stock options to acquire up
to a total of 1,400,000 common shares of the Registrant [1]
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

(c)
Transfer Agency Agreement

| | Transfer
agent, registrar and dividend disbursing agent agreement dated February 5, 2001 between
Computershare Trust Co. of Canada and the Registrant [1]
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

(d)
Management Agreement

Management
services agreement dated April 1, 2001 between Silver Standard Resources Inc. and the
Registrant [1]

10. Additional Exhibits

(a)   Sponsorship Agreement dated April 28, 2000 between Canplats and Haywood
   Securities Inc.; [1] 
(b)    Agency Agreement dated January 29, 2001 between Canplats and Haywood Securities Inc.; [1] 
(c)    Prospectus dated February 14, 2001 offering up to 2,500,000 units of Canplats at a price of $0.40 per unit; [1] 

(d)    Flow-Through Share Private Placement Subscription Agreement dated September 18,
    2001 offering up to 1,305,000 shares of Canplats at a price of $0.20 per unit;
    [2] 

(f)     2001 Field Activities Report on the Geikie property dated March, 2002 and
    updated August, 2002; [4] 

(e)    Flow-through share private placement subscription agreement dated December 21,
    2001 offering up to 900,000 shares of Canplats at a price of $0.20 per unit; [3] 

(g)   Flow-Through Share Private Placement Subscription Agreement dated March 13, 2002
   offering up to 300,000 shares of Canplats at a price of $0.20 per unit;

(h)    Share Private Placement Subscription Agreement dated March 13, 2002 offering up
    to 150,000 shares of Canplats at a price of $0.15 per unit; 

(i)    Share Private Placement Subscription Agreement dated July 16, 2002 offering up
                    to 540,000 shares of Canplats at a price of $0.15 per unit; 

(j)   Share Private Placement Subscription Agreement dated July 16, 2002, offering up
   to 250,000 shares of Canplats at a price of $0.10 per unit.

99.1   Certification of Chairman, President and Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to
    section 906 of the Sarbanes-Oxley Act of 2002

99.2   Certification of Vice President, Financer pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002

[1]    
          Herein incorporated by reference as previously included in the Form 20-F
          registration statement of Canplats as filed on July 30, 2001

[2]    
          Herein
          incorporated by reference as previously included in the Amendment Number One to
          the Form 20-F registration statement of Canplats as filed on
          December 11, 2001

[3]    
          Herein incorporated by reference as previously included in the Amendment Number
          Two to the Form 20-F registration statement of Canplats as filed on January 21,
          2002

[4]    
          Herein incorporated by reference as previously included in Form 6-K of
          Canplats as filed on December 13, 2002.

---

EXHIBIT 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, R.E.  Gordon Davis,  Chairman,  President  and Chief  Executive  Officer,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|1. |  | the Annual Report on Form 20-F of Canplats Resources Corporation (the
                    Company) for the annual period ended July 31, 2002 (the
                    Report) fully complies with the requirements of Section 13(a) or
                    15(d) of the Securities Exchange Act of 1934; and
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | the information contained in the Report fairly presents, in all material
                    respects, the financial condition and results of operations of the Company.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: December 17, 2002

/s/ R.E. Gordon Davis______________________

R.E. Gordon Davis,
Chairman, Presidentand Chief Executive Officer

---

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
 SARBANES-OXLEY ACT OF 2002

I, Ross A. Mitchell, Vice President,
Finance, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

|1. |  | the Annual Report on Form 20-F of Canplats Resources Corporation (the
                    Company) for the annual period ended July 31, 2002 (the
                    Report) fully complies with the requirements of Section 13(a) or
                    15(d) of the Securities Exchange Act of 1934; and
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | the information contained in the Report fairly presents, in all material
                    respects, the financial condition and results of operations of the Company.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: December 17, 2002

/s/ Ross A. Mitchell___________________

Ross A. Mitchell, Vice
President, Finance

---

SIGNATURE PAGE

Pursuant to the requirements of
Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets
all of the requirements for filing on Form 20-F and has duly caused this annual report be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 17, 2002

On Behalf of the
Registrant,

CANPLATS RESOURCES
CORPORATION

per:

/s/ R.E. Gordon Davis____________________________

R.E. Gordon Davis

Chairman, President and
Chief Executive Officer

/s/ Ross A. Mitchell

Ross A. Mitchell____________________________ Vice President,
Finance

---

CERTIFICATION OF CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER  PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, R.E. Gordon Davis, certify that:

1.    
          I have reviewed this annual report on Form 20-F of Canplats Resources
          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;
          and

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.

Date: December 17, 2002

/s/ R.E. Gordon Davis___________________

R.E. Gordon Davis,
Chairman, Presidentand Chief Executive Officer

---

CERTIFICATION OF VICE PRESIDENT, FINANCE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Ross A. Mitchell, certify that:

1.    
          I have reviewed this annual report on Form 20-F of Canplats Resources
          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;
          and

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.

Date: December 17, 2002

/s/ Ross A. Mitchell___________________

Ross A. Mitchell, Vice
President, Finance