``

### 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, 2003                                 
|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.                                                                                                                                                                                                                                                                         
|Common Stock without par value ______________________________________
(Title of Class)                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                        
|16,997,303                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                        
|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.
|þYes        No                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark which financial statement item the registrant has elected to follow.                                                                                                                                                                                                                                                             
|þItem 17         Item 18                                                                                                                                                                                                                                                                                                                               

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TABLE OF CONTENTS

|               |                                                                              | Page
|-------------- | ---------------------------------------------------------------------------- | ----
|              
|ITEM 1         | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 1   
|A              | Directors and Senior Management                                              | 1   
|B              | Advisors                                                                     | 1   
|C              | Auditors                                                                     | 1   
|              
|ITEM 2         | OFFER STATISTICS AND EXPECTED TIMETABLE                                      | 1   
|              
|ITEM 3         | KEY INFORMATION                                                              | 1   
|A              | Selected Financial Data                                                      | 1   
|B              | Capitalization and Indebtedness                                              | 3   
|C              | Reasons for the Offer and Use of Proceeds                                    | 3   
|D              | Risk Factors                                                                 | 4   
|              
|ITEM 4         | INFORMATION ON THE COMPANY                                                   | 7   
|A              | History of the Company                                                       | 7   
|B              | Business Overview                                                            | 8   
|C              | Organizational Structure                                                     | 10  
|D              | Property, Plants and Equipment                                               | 10  
|              
|ITEM 5         | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 11  
|A              | Operating Results                                                            | 11  
|B              | Liquidity and Capital Resources                                              | 13  
|C              | Research and Development, Patents and Licenses, etc.                         | 14  
|D              | Trend Information                                                            | 14  
|              
|ITEM 6         | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 14  
|A              | Directors and Senior Management                                              | 14  
|B              | Compensation                                                                 | 16  
|C              | Board Practices                                                              | 19  
|D              | Employees                                                                    | 19  
|E              | Share Ownership                                                              | 20  
|              
|ITEM 7         | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 20  
|A              | Major Shareholders                                                           | 20  
|B              | Related Party Transactions                                                   | 21  
|C              | Interests of Experts and Counsel                                             | 21  
|              
|ITEM 8         | FINANCIAL INFORMATION                                                        | 21  
|A              | Consolidated Statements and Other Financial Information                      | 21  
|B              | Significant Changes                                                          | 22  
|              
|ITEM 9         | THE OFFER AND LISTING                                                        | 22  
|A              | Offer and Listing Details                                                    | 22  
|B              | Plan of Distribution                                                         | 23  
|C              | Markets                                                                      | 23  
|D              | Dilution                                                                     | 23  
|E              | Expenses of the Issue                                                        | 24  
|              
|ITEM 10        | ADDITIONAL INFORMATION                                                       | 24  
|A              | Share Capital                                                                | 24  
|B              | Memorandum and Articles of Association                                       | 24  
|C              | Material Contracts                                                           | 25  
|D              | Exchange Controls and Investment Canada Act                                  | 26  
|E              | Taxation                                                                     | 28  
|F              | Dividends and Paying Agents                                                  | 37  
|G              | Statement by Experts                                                         | 37  
|H              | Documents on Display                                                         | 37  
|I              | Subsidiary Information                                                       | 38  
|              
|ITEM 11        | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 38  
|              
|ITEM 12        | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 38  
|              
|ITEM 13        | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 38  
|              
|ITEM 14        | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 38  
|              
|ITEM 15        | CONTROLS AND PROCEDURES                                                      | 38  
|              
|ITEM 16        | RESERVED                                                                     | 38  
|              
|ITEM 17        | FINANCIAL STATEMENTS                                                         | 38  
|              
|ITEM 18        | FINANCIAL STATEMENTS                                                         | 39  
|              
|ITEM 19        | EXHIBITS                                                                     | 39  
|A              | Financial Statements                                                         | 39  
|B              | Exhibits                                                                     | 39  
|              
|SIGNATURE PAGE |                                                                             
|              
|CERTIFICATIONS |                                                                             

NOTE REGARDING
FORWARD-LOOKING STATEMENTS

This Annual Report contains
forward-looking statements concerning our operations and planned future acquisitions. Any
statements that involve discussions with respect to predictions, expectations, belief,
plans, projections, objectives, assumptions or future events or performance (often but not
always using phrases such as expects, or does not expect, is
expected, anticipates or does not anticipate,
plans, estimates or intends, or stating that certain
actions, events or results may, could, might, or
will be taken to occur or be achieved) are not statements of historical fact
and may be forward looking statements and are intended to identify
forward-looking statements, which include statements relating to, among other things, our
ability to continue to successfully compete in its market. These forward-looking
statements are based on the beliefs of our management as well as on assumptions made by
and information currently available to us at the time such statements were made. Forward
looking statements are subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the forward looking statements,
including, without limitation, the failure to obtain adequate financing on a timely basis
and other risks and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements as a result of the matters set out or
incorporated in this Annual Report generally and certain economic and business factors,
some of which may be beyond our control. Some of the important risks and uncertainties
that could effect forward looking statements as described further in this document under
the headings Risk Factors, History and Development of the Company,
Business Overview, Descriptions of Properties and Operating
and Financial Review and Prospects.

- iv -

---

In this Annual Report,
we, us, our, Canplats and the
Company refer to Canplats Resources Corporation, a company incorporated under the
Company Act (British Columbia).

- v -

---

Table of Contents

PART I

Item 1      Identity of
Directors, Senior Management and Advisers

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

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 3      Key Information

A.    Selected Financial Data

The following table summarizes
certain of our selected financial data. This information should be read in conjunction
with the more detailed financial statements included in this Annual Report.

Table No. 1
Selected Financial Data(expressed in thousands of Canadian dollars, except per share and number of shares data)

| 
|-
|
| 
|1
|2
|3
|4
|5
|6
|7
|8
| 

|*   | All of our operations are continuing.              
|--- | ---------------------------------------------------
|**  | No preferred stock has been issued                 
|*** | Consolidated on a 5 for 1 basis on October 14, 1999

- 1 -

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Table of Contents

The selected financial data is
presented in Table 1 above and in the financial statements in accordance with generally
accepted accounting principles (GAAP) prevailing in Canada as of the dates
shown.

The selected financial data under
U.S. GAAP for the above periods is indicated below in Table 2:

Table No. 2 Selected Financial Data (expressed
in thousands of Canadian dollars, except per and number of shares data)

| 
|-
|
| 
|1
|2
|3
|4
|5
|6
|7
|8
| 

|*   | All of our operations are continuing.              
|--- | ---------------------------------------------------
|**  | No preferred stock has been issued                 
|*** | Consolidated on a 5 for 1 basis on October 14, 1999

Reference  should  be made to note 13 to the financial  statements  for a  description  of  material
differences between Canadian and U.S. GAAP.

- 2 -

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Table of Contents

U.S./Canadian Dollar
Exchange Rates

In this Annual Report, unless
otherwise specified, all dollar amounts are expressed in Canadian dollars (Cdn$). The
Government of Canada permits a floating exchange rate to determine the value of the
Canadian dollar against the U.S. dollar (US$).

Table No. 3 below sets out the rate
of exchange for the Canadian dollar at July 31, 2003, July 31, 2002, July 31, 2001, July
31, 2000 and July 31, 1999, the average rates for the period, and the range of high and
low rates for the period. Table No. 4 sets out the high and low rates of exchange for the
Canadian dollar for each month during the previous six months.

For purposes of these tables, the
rate of exchange means the noon buying rate in New York City for cable transfers in
foreign currencies as certified for customs purposes by the Federal Reserve Bank of New
York. The tables set out the number of Canadian dollars required under that formula to buy
one U.S. dollar. The average rate in Table No. 3 means the average of the exchange rates
on the last day of each month during the period.

Table No. 3 U.S.
Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial Years

|                               
|-------------------------------
|                               
|                               
|Fiscal Year Ended July 31, 2003
|Fiscal Year Ended July 31, 2002
|Fiscal Year Ended July 31, 2001
|Fiscal Year Ended July 31, 2000
|Fiscal Year Ended July 31, 1999
|                               

Table No. 4 U.S. Dollar/Canadian
Dollar Exchange Rates for Previous Six Months

|    
|----
|    
|    
|High
|Low 
|    

On December 5, 2003, the exchange
rate of Canadian dollars into United States dollars, based upon the noon buying rate in
New York City for cable transfers payable in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York, was US $1.00 equals Cdn $1.30.

B.    Capitalization and
Indebtedness

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.   Reasons for the Offer and Use of Proceeds

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.

- 3 -

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Table of Contents

D.    Risk Factors

Our exploration programs may not
result in a commercial mining operation.

Mineral exploration involves
significant risk because few properties that are explored contain bodies of ore that would
be commercially economic to develop into producing mines. Our mineral properties are
without a known body of commercial ore and our proposed programs are an exploratory search
for ore. We do not know whether our current exploration programs will result in any
commercial mining operation. If the exploration programs do not result in the discovery of
commercial ore, we will be required to acquire additional properties and write-off all of
our investments in our existing properties.

We may not have sufficient funds to
complete further exploration programs.

We have limited financial resources,
do not generate operating revenue, and must finance our exploration activity by other
means. We do not know whether additional funding will be available for further exploration
of our projects or to fulfil our anticipated obligations under our existing property
agreements. If we fail to obtain additional financing, we will have to delay or cancel
further exploration of our properties, and we could lose all of our interest in our
properties.

Factors beyond our control may
determine whether any mineral deposits we discover are sufficiently economic to be
developed into a mine.

The determination of whether our
mineral deposits are economic is affected by numerous factors beyond our control. These
factors include:

| | o | market fluctuations for precious metals;
| | - | ----------------------------------------

| | o | the proximity and capacity of natural resource markets and processing equipment; and
| | - | ------------------------------------------------------------------------------------

| | o | government regulations governing prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

We have no revenue from operations
and no ongoing mining operations of any kind.

We are a mineral exploration company
and have no revenues from operations and no ongoing mining operations of any kind. If our
exploration programs successfully locate an economic ore body, we will be subject to
additional risks associated with mining:

| | o | We will require additional funds to place the ore body into commercial production.
Substantial expenditures will be required to:
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | o | establish ore reserves through drilling;                                     
| | - | -----------------------------------------------------------------------------
| | o | develop metallurgical processes to extract the metals from the ore; and      
| | o | construct the mining and processing facilities at any site chosen for mining.

| | We do not know whether additional financing will be available at all or on acceptable terms.
If additional financing is not available, we may have to postpone the development of, or
sell, the property.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | The majority of our  property  interests  are not located in  developed  areas and as a result may not be
   served by appropriate
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | o | road access;
| | - | ------------

- 4 -

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Table of Contents

| | o | water and power supply; and  
| | - | -----------------------------
| | o | other support infrastructure.

| | These
items are often needed for development of a commercial mine. If we cannot procure or
develop roads, water, power and other infrastructure at a reasonable cost, it may not be
economic to develop properties, where our exploration has otherwise been successful, into
a commercial mining operation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | In making determinations about whether to proceed to the next stage of development, we
must rely upon estimated calculations as to the mineral reserves and grades of
mineralization on our properties. Until ore is actually mined and processed,
mineral reserves and grades of mineralization must be considered as estimates only.
Any material changes in mineral reserve estimates and grades of mineralization will
affect the economic viability of the placing of a property into production and a
propertys return on capital.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Mining operations often encounter unpredictable risks and hazards that add expense or
cause delay. These include:
| | - | -----------------------------------------------------------------------------------------------------------------

| |  
| | -
| | o
| | o
| | o
| | o
| | o

| | o | We may become subject to liabilities in connection with:
| | - | --------------------------------------------------------

| |  
| | -
| | o
| | o
| | o

| | The
payment of these liabilities could require the use of financial resources that would
otherwise be spent on mining operations.
| | ---------------------------------------------------------------------------------------------------------------------------------

| | o | Mining operations and exploration activities are subject to national and local
laws and regulations governing:
| | - | --------------------------------------------------------------------------------------------------------------

| |  
| | -
| | o
| | o
| | o
| | o

| | In order to comply, we may be required to make capital and operating expenditures or to close
an operation until a particular problem is remedied. In addition, if our
activities violate any such laws and regulations, we may be required to compensate
those suffering loss or damage, and may be fined if convicted of an offence under
such legislation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 5 -

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Table of Contents

| | o | Our profitability and long-term viability will depend, in large part, on the market
price of silver, gold, zinc and lead. The market prices for these metals are
volatile and are affected by numerous factors beyond our control, including:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  
| | -
| | o
| | o
| | o
| | o
| | o

| |  | We cannot predict the effect of these factors on metals prices.
| |  | ---------------------------------------------------------------

Our properties may be subject to
uncertain title.

We own, lease or have under option,
unpatented and patented mining claims, mineral claims or concessions which constitute our
property holdings. The ownership and validity, or title, of unpatented mining claims and
concessions are often uncertain and may be contested. A successful claim contesting our
title to a property will cause us to lose our rights to explore and, if warranted, develop
that property. This could result in our not being compensated for our prior expenditures
relating to the property.

Land reclamation requirements for our
exploration properties may be burdensome.

Although variable depending on
location and the governing authority, land reclamation requirements are generally imposed
on mineral exploration companies (as well as companies with mining operations) in order to
minimize long term effects of land disturbance. Reclamation may include requirements to:

| |  
| | -
| | o
| | o

In order to carry out reclamation
obligations imposed on us in connection with our mineral exploration, we must allocate
financial resources that might otherwise be spent on further exploration programs.

Political or economic instability or
unexpected regulatory change in the countries where our properties are located could
adversely affect our business.

Certain of our properties are located
in countries, provinces and states more likely to be subject to political and economic
instability, or unexpected legislative change, than is usually the case in certain other
countries, provinces and states. Our mineral exploration activities could be adversely
affected by:

| |  
| | -
| | o
| | o
| | o
| | o
| | o
| | o
| | o
| | o

- 6 -

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Table of Contents

any of which may adversely affect our
business in that country.

We may be adversely affected by
fluctuations in foreign exchange rates.

We maintain our accounts in Canadian
dollars. Any appreciation in the currency of Mexico or other countries where we carryout
exploration activities against the Canadian dollar will increase our costs of carrying out
operations in such countries.

We face industry competition in the
acquisition of exploration properties and the recruitment and retention of qualified
personnel.

We compete with other exploration
companies, many of which have greater financial resources than us or are further in their
development, for the acquisition of mineral claims, leases and other mineral interests as
well as for the recruitment and retention of qualified employees and other personnel. If
we require and are unsuccessful in acquiring additional mineral properties or personnel,
we will not be able to grow at the rate we desire or at all.

Some of our directors and officers
have conflicts of interest as a result of their involvement with other natural resource
companies.

Some of our directors and officers
are directors or officers of other natural resource or mining-related companies such as,
at present, Mr. Quartermain who serves as a director and officer of Radiant Resources Inc.
(formerly Pacific Sapphire Company Ltd.) and Silver Standard Resources Inc. and as a
director of IAMGold Corporation (formerly Repadre Capital Corporation), Western Silver Corporation (formerly Western Copper Holdings Ltd.), Vista
Gold Corporation, Rare Element Resources Ltd. (formerly Paso Rico Resources Ltd.) and Esperanza Silver Corp. (formerly Reliant Ventures Ltd.). These associations
give rise to conflicts of interest from time to time. In particular, our directors who
also serve as directors of other companies in the same industry may be presented with
business opportunities which are made available to such competing companies and not to us.

Enforcement of judgments or bringing
actions outside the United States against us and our directors and officer may be
difficult.

We are organized under the law of and
headquartered in British Columbia, Canada, and none of our directors and officers are
citizens or residents of the United States. In addition, a substantial part of our assets
are located outside the United States and Canada. As a result, it may be difficult or
impossible for an investor to (a) enforce in courts outside the United States judgments
against us and our directors and officers obtained in United States courts based
upon the civil liability provisions of United States federal securities laws or (b)
bring in courts outside the United States an original action against us and our directors
and officers to enforce liabilities based upon such United States securities laws.

Item 4     
Information on the Company

A.    History and Development of the Company

General Background

We were incorporated under the laws
of the Province of British Columbia, Canada on February 15, 1967 under the name Colby
Mines Ltd. (N.P.L.). On January 11, 1977, we changed our name to Colby Mines Ltd. and then
to Colby Resources Corp. on February 11, 1980. On October 14, 1999, we changed our name to
International Colby Resources Corporation and consolidated our shares on a five for one
basis. On March 15, 2000, we changed our name to Canplats Resources
Corporation.

- 7 -

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Table of Contents

Our head office and registered and
records office is located at: Suite 1180  999 West Hastings Street, Vancouver,
British Columbia, Canada V6C 2W2. The contact person is R.E. Gordon Davis, President. The
telephone number is (604) 689-3846; the facsimile number is (604) 689-3847. We do not have
a registered agent in the United States.

In February 2003, we announced the
acquisition of the Rodeo gold prospect located approximately 150 kilometers
north of Durango, Mexico. See Item 4.B  Business Overview.

In June 2003, we retained G2 Consultants  Corporation,  of Vancouver,  B.C.,
to provide financial public relations services.  Under the terms of the agreement we agreed to retain G2  Consultants  for a one year period  effective  June 15, 2003 and expiring June 15, 2004,
subject to a 30-day  termination  notice.  We will pay G2  Consultants up to $8,500 per month plus approved  expenses,  solely in cash,
for financial public relations services, communications materials and travel.  We are at arm's length with G2 Consultants.

In July 2003, we completed a drill
program on the Geikie property located in the Nipigon Region of the Province of Ontario
and subsequently placed the property on care and maintenance.

In August 2003, we announced the
acquisition of a lease with option to purchase of the Yerbabuena gold prospect
located approximately 150 kilometers north-northwest of Durango, Mexico. See Item 4.B
 Business Overview.

In October 2003, we announced the
acquisition of the Santa Lucia gold prospect, located in the state of Baja California Norte,
Mexico just south of the U.S.  Mexico border approximately 70 miles east of Tijuana.
See Item 4.B  Business Overview.

In October 2003, we granted to Silver
Standard Resources Inc. (Silver Standard) a right of first offer on all
properties referred to us by Silver Standard. Under the terms of the right of first offer,
if we intend to dispose of an interest in any referred property, we must give Silver
Standard the first opportunity to acquire the interest. Our Rodeo, Yerbabuena and Santa
Lucia properties are subject to the right of first offer.

In this Annual Report all references
to $ and Cdn$ refer to Canadian Dollars and all references to
US$ refer to United States Dollars.

The information contained in this
Annual Report is current as at July 31, 2003, other than where a different date is
specified.

B.    Business Overview

All disclosure about our exploration
properties in this Annual Report conforms to the standards of United States Securities
& Exchange Commission Industry Guide 7, Description of Property by Issuers Engaged or
to be Engaged in Significant Mining Operations.

Until February of 2003, we were
engaged in the exploration of platinum group metals in the Nipigon region of Ontario,
Canada. In February of 2003, we expanded our focus to include the exploration for gold in
Mexico. Following the completion of an exploration program on the Geikie Property in the
Nipigon region of Ontario in July of 2003, our primary focus became the exploration for
gold in Mexico. We are an exploration stage company and none of our properties are
currently beyond the advanced exploration stage. There is no assurance that a commercially
viable mineral deposit exists on any of our properties and further exploration work may be
required before a final evaluation as to the economic and legal feasibility is determined.
For further information, see Item 3.D  Risk Factors.

We do not currently have principal
mineral property. We have three properties that are prospective for gold located in
Mexico, which we intend to focus our exploration efforts on in 2004. These gold properties
are the Rodeo Gold Prospect, Yerbabuena Gold Prospect and Santa Lucia Gold Prospect. We
have a number of property holdings in Ontario, Canada, including the Geikie Property, that
we have placed on care and maintenance and are not considered principal or secondary
properties.

- 8 -

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Table of Contents

Rodeo Gold Prospect

In February 2003, we acquired by
staking a 100% interest in the Rodeo gold prospect located 150 kilometers north of
Durango, Mexico, subject to the payment of a finders fee to La Cuesta International,
Inc. (LCI). Under an agreement dated February 20, 2003, we are required to pay
LCI a finders fee in respect of our acquisition of the Rodeo prospect of:

| | o | US $10,000 on signing the agreement (paid);
| | - | -------------------------------------------

| | o | every six months commencing June 11, 2003, the greater of US $5,000 and 2% of direct
exploration expenditures made for the benefit of the property;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | o |  | on commencement of commercial production on the property, the greater of US $10,000 per
year and a 25% net smelter returns (net smelter returns (NSR) means the amount
actually paid to the mine or mill owner from the sale of ore, minerals and other materials
or concentrates mined and removed from mineral properties. This type of royalty provides
cash flow that is free of any operating or capital costs and environmental liabilities.);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided
that the maximum amount payable to LCI in respect of the finders fee for the Rodeo
prospect is US $500,000.

We
currently hold a 100% interest in the Rodeo prospect, subject to making the above
described payments to LCI.

Yerbabuena Gold Prospect

Under an agreement dated July 11,
2003, we acquired from LCI a lease with option to purchase a 100% interest in the
Yerbabuena gold prospect located approximately 150 kilometres north-northwest of Durango,
Mexico. In order to maintain the lease in good standing, we are required to pay LCI:

| | o | US $7,500 on signing the agreement (paid);                                                                   
| | - | -------------------------------------------------------------------------------------------------------------
|
| | o | US $5,000 on or before September 1, 2003 (paid);                                                             
|
| | o | US $7,500 on or before March 1, 2004;                                                                        
|
| | o | US $7,500 on or before September 1, 2004;                                                                    
|
| | o | US $10,000 on or before March 1, 2005;                                                                       
|
| | o | US $10,000 on or before September 1, 2005;                                                                   
|
| | o | US $15,000 every six months thereafter commencing March 1, 2006;                                             
|
| | o | on commencement of commercial production on the property, the greater of US $25,000 per quarter and a 2% NSR;

We can purchase the property from LCI
at anytime on payment of US $2,000,000, less all lease payments described above.

Under the terms of the lease with  option to  purchase,  we have the  exclusive  right to  explore  and mine the  Yerbabuena  prospect,
   subject to making the above described payments to LCI.

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Table of Contents

Santa Lucia Gold Prospect

In October 2003, we acquired by
staking a 100% interest in the Santa Lucia gold prospect located Baja California Norte,
Mexico, subject to the payment of a finders fee to LCI. Under an agreement dated
October 3, 2003, we are required to pay LCI a finders fee in respect of our
acquisition of the Santa Lucia prospect of:

| | o | US $15,000 on signing the agreement (paid);
| | - | -------------------------------------------

| | o | US $5,000 on or before December 12, 2003; (paid)
| | - | ------------------------------------------------

| | o | every six months commencing June 12, 2004, the greater of US $5,000 and 2% of direct
exploration expenditures made for the benefit of the property;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | o | on commencement of commercial production on the property, the greater of US $10,000 per
year and a 0.25% NSR;
| | - | -------------------------------------------------------------------------------------------------------------

provided
that the maximum amount payable to LCI in respect of the finders fee for the Santa
Lucia prospect is US $500,000.

We
currently hold a 100% interest in the Santa Lucia prospect, subject to making the above
described payments to LCI.

Other Properties

We have several other property
holdings in Ontario, Canada, including the Geikie Property (described in our Annual Report
on Form 20-F for the year ended July 31, 2002 , file no. 0-31190 filed on December 31, 2002) which are not
considered our primary or secondary properties. These property interests are being held
for possible future exploration, sale, or joint venture. Interests in all of our
properties are currently held through claims, leases and options and through working
interests. We review such holdings on a regular basis to determine if they should be
retained.

C.    Organizational
Structure

We do not currently have any
subsidiaries. We are in the process of incorporating a subsidiary in Mexico under the name
Canplats de Mexico S.A. de C.V. We will hold a 100% beneficial interest in the company,
which will hold our interests in our Mexican gold prospects.

D.   Property, Plant and Equipment

Mexican Gold Prospects

Rodeo Gold Prospect

The Rodeo gold prospect is
located approximately 150 kilometers north of Durango, Mexico and is comprised of one
mineral claim covering an area of 975-hectare (9.3 square miles). The property is accessed by
paved highway.

The Rodeo property is located along a
major northwest-trending fault system, which places volcanic rocks against limestones and shales.

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The Rodeo prospect was explored in
the 1990s by Monarch Resources de Mexico, S.A. de C.V., whose objective was to locate
near-surface, bulk tonnage gold mineralization. Monarch completed extensive mapping,
selective and grid rock chip sampling, and reverse circulation drilling. Sampling
demonstrated highly anomalous disseminated and vein-controlled values in gold, silver,
arsenic, antimony and mercury. Strong geochemical anomalies were noted in multiple target
areas over significant lengths and widths.

Yerbabuena Gold Prospect

The Yerbabuena gold
prospect is located approximately 150 kilometers north-northwest of Durango, Mexico and is
comprised of two mineral claims totaling 1,256 hectares (3,103.5 acres). The property is
accessed by gravel road.

The Yerbabuena prospect is located
along a major northwest-trending fault system which places volcanic rocks against
limestones and shales. The property covers four distinct areas of mineralization for which
mapping, sampling and geophysics are recommended prior to drilling.

Santa Lucia Gold Prospect

The Santa Lucia project is located in
the state of Baja California Norte just south of the U.S.  Mexico border
approximately 70 miles east of Tijuana. The property is comprised of one mineral claim
covering an area of 4,550-hectare (17.6 square mile). The property is accessed by paved
highway.

Santa Lucia is prospective for bulk
mineable, epithermal gold mineralization located in feeder systems defined by fault
structures. At Santa Lucia, an east-west trending ridge and low hills are composed of a
basement complex of plutonic rock intruding structurally contorted marble, gneiss and
schist overlain by the Pliocene Canebrake Conglomerate and Imperial Formation.

Office Space

Under a Management Services Agreement
with Silver Standard, we pay a management fee of $1,500 per month (which covers office
equipment usage and management services personnel which cannot reasonably be allocated to
time spent on our behalf). We pay an additional $1,000 per month for office space and
furnishings that we use in our operations. See Item 6D.  Employees.

Item 5      Operating and
Financial Review and Prospects

A.    Operating Results

Managements discussion and
analysis is presented in relation to our financial statements, which statements are
prepared in accordance with Canadian GAAP. Reference should be made to note 13 to our
financial statements for a discussion of material differences from the amount presented to
U.S. GAAP.

Year ended July 31, 2003 compared to
year ended July 31, 2002.

During the fiscal year-ended July 31,
2003, we expended $184,260 on our various mineral properties, down $332,409 from the
$516,669 spent in fiscal 2002. With the exception of the Geikie property, where $123,106
was spent and the newly acquired Rodeo prospect in Mexico, where $33,500 was spent, we
were inactive on our various properties.

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Our expenses were reflective of the
reduced activities on properties with expenses reducing from $151,551 in fiscal 2002 to
$105,178 in 2003  a reduction of $46,373 or 30%. The largest reduction related to
salary allocations from Silver Standard Resources Inc. In fiscal 2003, $12,755 was spent
on salaries compared to $38,738 in the prior year. Management administration fees and rent
paid to Silver Standard were $30,000 compared to $38,000 in the prior year. Insurance
costs for the year were $604 compared to $6,315 in the prior year, reflecting the dropping
of directors and officers liability coverage during the year and reduced cost allocations
from Silver Standard.

Mineral properties abandoned and
written-off in the current year were $191,564 compared to $61,384 in the prior year.
Properties abandoned in Canada included Black Sturgeon ($93,725), Mikinak ($44,027),
Voltaire Johnspine ($20,080, partially written-off) and various other properties
($33,732).

The loss for the year was $294,424
($0.02 per share) compared to a loss of $211,299 ($0.02 per share) in the prior year.

Year ended July 31, 2002 compared to
year ended July 31, 2001.

During the fiscal year-ended July 31,
2002, we 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 our successful registration 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, we entered into a management services
agreement with Silver Standard Resources Inc., a company in which two directors are also
directors of the company. 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 us by Silver
Standard. The three main areas where we 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,
we were added as a named insured under Silver Standards corporate liability coverage
and were allocated our 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.

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).

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B.   Liquidity and Capital
Resources

Cash from Operations

For the year-ended July 31, 2003, we
raised a total of $544,000 in new capital before expenses. In February 2003, we issued
440,000 common shares at $0.10 per share through a private placement for total proceeds of
$44,000. In June 2003, we closed a short form offering of 5,000,000 units at a price of
$0.10 per unit for gross proceeds of $500,000. Each unit is comprised of one common share
and one non-transferable common share purchase warrant. Each warrant will entitle the
holder to purchase one additional common share, exercisable at $0.20 per share, until June
3, 2004. We granted the agent an option to acquire 750,000 units, at an exercise price of
$0.10 per unit, until June 3, 2005. The units issuable on exercise of the option have the
same terms as the short form offering units. Total costs associated with this financing
were $106,916 consisting of $72,616 in cash costs and $34,300 as the fair value assigned
to the options granted to the agent.

Working capital at July 31, 2003 was
$338,830 compared to $104,566 as at July 31, 2002. Our ability to continue as a going
concern depends on our ability to raise additional financing. While we have been successful
in the past, there can be no assurance that we will be able to do so in the future.

Private Placement 
August 9, 2002

On August 9, 2002, we completed a
private placement of 540,000 common shares at a price of $0.15 per share for gross
proceeds of $106,000. R.E. Gordon Davis, President and one of our directors, subscribed
for 130,000 common shares. Robert A. Quartermain, one of our directors, subscribed for
90,000 common shares. Kenneth McNaughton, our Vice President, Exploration, subscribed for
190,000 common shares. Ross Mitchell, our Vice President, Finance, subscribed for 40,000
common shares. Linda Sue, our Corporate Secretary, subscribed for 190,000 common shares.
The common shares have not been and will not be registered under the
Securities Act of 1933 (United States) (the "U.S. Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States.

Debt Settlement 
January 31, 2003

On January 31, 2003, we settled an
outstanding debt to Silver Standard of $50,000 (incurred under our Management Services
Agreement with Silver Standard (see Item 6D.  Employees) by the issuance
of 500,000 common shares in our capital at a price of $0.10 per share. The common shares
have not been and will not be registered under the U.S. Securities Act and, subject to
certain exceptions, may not be offered or sold within the United States.

Private Placement 
February 6, 2003

On February 6, 2003, we completed a
private placement of 440,000 common shares at $0.10 per share for gross proceeds of
$44,000. R.E. Gordon Davis, President and one of our directors, subscribed for 100,000
common shares. Robert A. Quartermain, one of our directors, subscribed for 100,000 common
shares. Kenneth McNaughton, our Vice President, Exploration, subscribed for 150,000 common
shares. The common shares have not been and will not be registered under the U.S.
Securities Act and, subject to certain exceptions, may not be offered or sold within the
United States.

Short Form Offering
 June 3, 2003

On June 3, 2003, we completed a short
form offering of 5,000,000 units at a price of $0.10 per unit for gross proceeds of
$500,000. Each unit is comprised of one common share and one non-transferable common share
purchase warrant. Each warrant will entitle the holder to purchase one additional common
share, exercisable at $0.20 per share, until June 3, 2004. As part of the consideration
payable to the agent in respect of the offering, we granted the agent an option to acquire
750,000 units, at an exercise price of $0.10 per unit, until June 3, 2005. The units issuable on
exercise of the agent's option have the same terms as the short form offering units. R.E. Gordon
Davis, President and one of our directors, subscribed for 217,500 units. Robert A.
Quartermain, one of our directors, subscribed for 230,000 units. Kenneth McNaughton, our
Vice President, Exploration, subscribed for 222,500 units. The common shares have not been
and will not be registered under the U.S. Securities Act and, subject to certain
exceptions, may not be offered or sold within the United States.

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Acquisitions and Disposals

See Item 4.A 
General Background.

Risks and Uncertainties

Impact of Inflation

Currently, inflation in Canada is
similar to that in the U.S. Inflation is not expected to have a material impact on us
beyond the impact on all businesses generally, such as higher cost of materials, services
and salaries.

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

We are a mineral exploration company
with no producing properties; the information required by this item is inapplicable.

D.    Trend Information

We are a mineral exploration company with
no producing properties; the information required by this item is inapplicable.

Item 6      Directors, Senior
Management and Employees

A.    Directors and Senior Management

The following table lists as of
November 30, 2003 the names of our directors and senior management. Each of the directors
and senior officers has served in his or her respective capacity since his or her election
and/or appointment and will serve until the next annual general meeting of shareholders or
until a successor is duly elected, unless the office is vacated in accordance with our
Articles.

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Table No. 5 Our Directors and Senior Management

|                                  |                             |                          |    
|--------------------------------- | --------------------------- | ------------------------ | ---
|                                 
|Name                              | Position with Canplats      | Date of FirstAppointment | Age
|                                 
|R.E. Gordon Davis (1) (2) (3)     | President and director      | March 2000               | 65 
|Robert A. Quartermain (1) (2) (3) | Director                    | March 2000               | 48 
|James Tutton (1) (2)(3)           | Director                    | October 1999             | 64 
|Kenneth C. McNaughton             | Vice President, Exploration | March 2000               | 45 
|Ross A. Mitchell                  | Vice President, Finance     | March 2000               | 55 
|Linda J. Sue                      | Corporate Secretary         | March 2000               | 48 
|                                 

(1)    Member of the Audit Committee

(2)    Resident of Canada

(3)    Member of the Compensation Committee

Resumes

Our Board of Directors
and Senior Management

The following is a brief description
of the principal business activities of our directors and senior management:

R.E. Gordon Davis

Mr.    
          Davis is responsible for our day to day operations as well as strategic planning
          and the raising of capital to fund our operations. Mr. Davis graduated with a
          Bachelor of Applied Science Degree in Geological Engineering 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 a director of a number of resource companies including Pine Point
          Mines Ltd., Cabre Exploration Ltd., Golden Knight Resources Inc. and Northern
          Crown Mines Ltd. In addition, Mr. Davis is a director of Silver Standard
          Resources Inc. (Silver Standard), a mineral resource exploration
          company (whose shares are listed on the TSX Venture Exchange) that has two
          common directors and common officers.

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 and a director of Silver
          Standard Resources Inc. in 1985. Mr. Quartermain also serves as a director and
          officer of Radiant Resources Inc. (Radiant) and Silver Standard and as a
          director of IAMGold Corporation (formerly Repadre Capital Corporation), Western Silver
          Corporation (formerly Western Copper Holdings Ltd.), Vista Gold Corporation,
          Rare Element Resources Ltd. (formerly Paso Rico Resources Ltd.) and Esperanza Silver Corp. (formerly Reliant Ventures Ltd.).

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James W. Tutton

Mr.    
          Tutton is a self-employed business consultant and president and a director of
          East West Resource Corporation, a mineral exploration company listed on the TSX Venture
          Exchange. From 1968 to 1992 he was employed as Chairman,
          President and Director of Webb & Knapp (Canada) Ltd. following amalgamation
          with Wolstencroft Agencies Ltd.

Kenneth C. McNaughton

Mr.    
          McNaughton devotes approximately 10% of his time to our business, with the
          remainder of his time allocated to Silver Standard. Mr. McNaughton is a
          professional engineer and earned a B.A.Sc. and M.A.Sc. in geological engineering
          in 1981 and 1983, respectively, from the University of Windsor. Before joining
          Silver Standard in 1991 as Vice President, Exploration, 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 devotes approximately 5% of his time to our business, with the
          remainder of his time split between Silver Standard and Radiant. Prior to his
          appointment as Vice President, Finance of Silver Standard and Golden Knight
          Resources Inc. in 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 was Vice President, Finance of
          Golden Knight Resources Inc. from January 1996 to May 1999. He 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 devotes approximately 5% of her time to our business, with the remainder of
          her time split between Silver Standard and Radiant. Ms. Sue has been the
          Corporate Secretary of Silver Standard since 1985. Her responsibilities include
          management of our land titles system.

There are no family relationships
among the members of our board of directors or the members of our senior management.

B.    Compensation

We have no formal plan for
compensating our directors for their services in their capacity as directors. The board of
directors may award special remuneration to any director undertaking any special services
on our behalf other than services ordinarily required of a director. Other than indicated
below, no director received any compensation for his or her services as a director,
including committee participation and/or special assignments.

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Compensation of Named
Executive Officer

We currently have one named executive
officer, R.E. Gordon Davis (the Named Executive Officer). The following table
sets out the compensation awarded, paid to or earned by our Named Executive Officer during
the fiscal year ended July 31, 2003:

Table No. 6 Summary Compensation
Table

|                 
|-----------------
|
|                 
|R.E. Gordon Davis
|President        
|                 
|                 

|(1) |  | Fiscal years ended July 31, 2003, July 31, 2002 and July 31, 2001.
|--- |  | ------------------------------------------------------------------

|(2) |  | Long term incentive plan awards (LTIP) means any plan
               providing compensation intended to serve as an incentive for performance to
               occur over a period longer than one financial year whether performance is
               measured by reference to financial performance of the Company or an affiliate,
               or the price of the Companys shares but does not include option or stock
               appreciation rights plans or plans for compensation through restricted shares or
               units. The Company does not have any LTIPs.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Aggregated Option
Exercises in Last Financial Year and Financial Year-End
Option Values

The following table sets out details
of all exercises of stock options during the year ended July 31, 2003 by the Named
Executive Officer and the financial year-end value of unexercised options on an aggregated
basis:

Table No. 7 Option Exercises /
Year-End Option Values

|Name              | Securities Acquired on Exercise (#) (1) | Aggregate Value Realized ($) (2) | Unexercised Options at Financial Year-End (#) Exercisable/ Unexercisable | Value of Unexercised In-the-Money Options at Financial Year-End ($) (3) Exercisable/ Unexercisable
|----------------- | --------------------------------------- | -------------------------------- | ------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------
|                 
|R.E. Gordon Davis | Nil                                     | Nil                              | 180,000 exercisable                                                      | $0                                                                                                
|                  | 0 unexercisable                         | $0                              
|                 

|(1) |  | Number of our common shares acquired on the exercise of stock options.
|--- |  | ----------------------------------------------------------------------

|(2) |  | Calculated using the closing prices for a board lot of our common shares on the
               TSX Venture Exchange on day prior to day of exercise.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Value using the closing price of our common shares on the TSX Venture Exchange
               on July 31, 2003 of $0.10 per share, less the exercise price per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Compensation to Directors
and Executive Officers

Total compensation for all directors
and senior officers during the year ended July 31, 2003 totalled $11,247. This amount  represents  the  personnel  charges,
including a 30% benefits  factor paid to Silver  Standard  (see Item 6.D. - "Employees").

Executive Benefits

We do not have a pension,  retirement fund or similar benefits
 plan or other arrangement for non-cash  compensation to our directors or senior officers, with the exception of incentive stock options.

Options to Purchase
Securities from Company or Subsidiaries

Options Outstanding

Stock Options to purchase our
securities are granted to our directors, officers and employees on terms and conditions acceptable
to the regulatory authorities in Canada, notably the TSX Venture Exchange (the
Exchange), under our 2001 Stock Option Plan. Under the plan, a total of
1,400,000 of our issued and outstanding shares are reserved for issuance on the exercise
of incentive stock options. We did not have a formal stock option plan before such date.
Our board of directors has adopted the 2003 Stock Option Plan under which 10% of our
issued and outstanding shares are reserved for issuance on the exercise of incentive stock
options (including previously issued stock options). The 2003 Stock Option Plan will be
placed before our shareholders for approval at our 2003 Annual General meeting to be held on December
17, 2003.

Under our 2003 Stock Option Plan, (a)
stock options in favor of any one individual may not exceed 5% of the issued and
outstanding shares of common stock, (b) no stock option is transferable by the optionee
other than by will or the laws of descent and distribution, (c) a stock option is
exercisable during the lifetime of the optionee only by such optionee, (d) the maximum
term of each stock option is five years, with the vesting period determined at the
discretion of the Board of Directors and (e) the minimum exercise price for a stock option
is the last closing price of our common shares on the TSX Venture Exchange immediately
preceding the granting of the option.

The number of stock options and the
number of common shares subject to such stock options granted to executive officers as a
group and to directors who are not executive officers as a group are set out below as of
July 31, 2003. The exercise price of the stock options is stated in Canadian dollars.

Table No. 8Outstanding Stock
Options

|                          |                              |                |              
|------------------------- | ---------------------------- | -------------- | -------------
|                         
|                          | Number of OptionsOutstanding | Exercise Price | Expiry Date  
|                         
|Executive Officers        | 180,000                      | $0.50          | April 4, 2004
|Directors who are not    
|Executive Officers        | 280,000                      | $0.50          | April 4, 2004
|Employees and Consultants | 480,000                      | $0.50          | April 4, 2004
|                         
|Total:                    | 940,000                      | $0.50          | April 4, 2004
|                         

|* | subsequent to July 31, 2003, all
        outstanding stock options were amended by decreasing the exercise price to $0.35 and
        extending the term to April 4, 2006.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, as at July 31, 2003, we
had the following outstanding share purchase warrants, with each share purchase warrant
entitling the holder thereof to acquire one of our common shares:

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Table No. 9 Outstanding Share
Purchase Warrants

|      
|------
|      
|      
|      
|      
|      
|Total:
|      

*   each warrant is exercisable for one
or our units, with each unit comprised of one of our common shares and one warrant
entitling the holder to acquire one of our common shares for $0.20 until June 3, 2004.

C.   
Board Practices

Our directors are elected annually
and hold office until the next annual general meeting of our shareholders or until their
successors in office are duly elected or appointed. We do not have an executive committee. All directors are elected for a one-year term. All officers serve at the pleasure of the
Board. The next annual general meeting of our shareholders has been called for December
17, 2003.

Our Board of Directors has one
committee: the Audit Committee. The members of the Audit Committee do not have any fixed
terms for holding their positions, are appointed and replaced from time to time by
resolution of the Board of Directors and do not receive any separate remuneration for
acting as members of the committees.

The Audit Committee, comprised of
R.E. Gordon Davis, Robert Quartermain and James Tutton, has the responsibility of
reviewing with our Auditor all financial statements to be submitted to an annual general
meeting of our shareholders, prior to their consideration by the Board of Directors.
Following its review, the Audit Committee must submit a report on the financial statements
to the Board of Directors.

The  Compensation  Committee,  comprised of R.E.  Gordon  Davis,  Robert  Quartermain
and James  Tutton,  has the  responsibility  for determining  executive and management direct remuneration and stock options.  The President's  function in
relation to the Compensation Committee is to make specific  recommendations  on  remuneration  with  supporting  commentary on individual  performance  and
industry standards.

Currently, we do not have service
contracts with any of our directors or those of our subsidiaries providing for benefits
upon termination of employment (see Item 6.B  Compensation).

D.   
Employees

We did not have any full or part-time
employees as at July 31, 2003, July 31, 2002 and July 31, 2001. Effective April 1, 2001,
we entered into a Management Services Agreement with Silver Standard. The agreement is for
a term of 24 months and may be extended by agreement of the parties. Under the agreement,
Silver Standard provides us with general corporate management, administrative and
technical services. For personnel, hourly rates charged are based on direct costs plus a
factor of 30% for benefits. For overhead costs, we pay a management fee of $1,500 per
month (which covers office equipment usage and management services personnel which cannot
reasonably be allocated to time spent on our behalf). We pay an additional $1,000 per
month for office space and furnishings that we use. This agreement has been extended for
one year to April 1, 2004.

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E.   
Share Ownership

The following table sets out, as of
November 30, 2003 the number of our common shares beneficially owned by the Named
Executive Officer, whom, to our knowledge, possesses sole voting and investment power with
respect to the shares shown.

Table No. 10 Named Executive Officer Share Ownership

|                   |                |                              |                 
|------------------ | -------------- | ---------------------------- | ----------------
|                  
|Name of Beneficial | Title of Class | Number ofSecurities of Class | Percent of Class
|                  
|R.E. Gordon Davis  | common         | 1,401,750*                   | 7.5%            

*  includes options and warrants
exercisable within 60 days.

As at November 30, 2003, our
directors and officers held, as a group, directly or indirectly, an aggregate of 3,175,000
common shares and no share purchase warrants.

The number of stock options and the
number of common shares subject to such stock options granted to the Named Executive
Officer are set out below as of November 30, 2003. The exercise price of the stock options
is stated in Canadian dollars.

Table No. 11 Named Executive Officer Stock Options

|                  |                              |                |              
|----------------- | ---------------------------- | -------------- | -------------
|Name              | Number of OptionsOutstanding | Exercise Price | Expiry Date  
|                 
|R.E. Gordon Davis | 250,000                      | $0.35          | April 4, 2006

Item 7      Major Shareholders
and Related Party Transactions

# A.    Major Shareholders

To the best of our knowledge at the
date of this Annual Report, no shareholder directly or indirectly owns more than 5% of our
issued shares, other than the Named Executive Officer; see Table No. 10, Named
Executive Officer Share Ownership.

To the best of our knowledge, we are
not directly or indirectly owned or controlled by another corporation, by any foreign
government or by any other natural or legal person severally or jointly.

Our common stock is issued in
registered form and the following information is taken from the records of Computershare
Trust Company of Canada (located in Vancouver, British Columbia, Canada), the registrar
and transfer agent for the common stock.

On July 31, 2003, the
shareholders list for our common stock showed 1,575 registered shareholders and
16,997,303 shares outstanding. 1,064 of these registered shareholders were U.S. residents,
owning 935,572 shares representing 5.5% of our issued and outstanding shares.

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# B.    Related Party
Transactions

Since August 1, 2002, we have entered
or have proposed to enter into the following transactions that have materially affected or
will materially affect us in which any director, executive officer, or beneficial holder
of more than 10% of the outstanding common stock, or any of their respective relatives,
spouses, associates or affiliates has had or will have any direct or material indirect
interest.

Silver Standard, a company with two
common directors (R.E. Gordon Davis and Robert A. Quartermain), provides us with
administrative and technical services under a Management Services Agreement (see Item 6.D
 Employees).

In August 2002, R.E. Gordon Davis,
our president and one of our directors, Robert A. Quartermain, one of our directors,
Kenneth McNaughton, our Vice President, Exploration, Ross Mitchell, our Vice President,
Finance and Linda Sue, our Corporate Secretary, participated in a private placement of our
units (see Item 5.B  Liquidity and Capital Resources).

In January 2003, we settled an
outstanding debt owed to Silver Standard in the amount of $50,000 through the issuance of
our common shares (see Item 5.B  Liquidity and Capital Resources).

In February 2003, R.E. Gordon Davis,
our president and one of our directors,  Robert A. Quartermain,  one of our directors, and Kenneth
McNaughton,  our Vice President,  Exploration  participated in a private  placement of our units (see Item 5.B - "Liquidity and Capital
Resources").

In June 2003, R.E. Gordon Davis, our
president and one of our directors, Robert A. Quartermain, one of our directors, and
Kenneth McNaughton, our Vice President, Exploration participated in a public offering of
our units (see Item 5.B  Liquidity and Capital Resources).

On October 8, 2003,  we granted to Silver  Standard a right of first offer on all  properties  referred to
us by Silver  Standard (see Item 4.A - "History and Development of the Company").

# C.    Interests of Experts
and Counsel

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 sub-item.

Item 8      Financial
Information

A.    Consolidated
Statements and Other Financial Information

Our financial statements are stated
in Canadian dollars (Cdn$) and are prepared in Canadian Generally Accepted Accounting
Principles (GAAP), which differ in certain respects from those principles that
we would have followed had our financial statements been prepared in accordance with US
GAAP. The major measurement differences between Canadian and US GAAP, as they affect us,
are disclosed in note 13 to the financial statements.

Exhibited hereto are audited
financial statements prepared by our management, audited by an independent
auditor and accompanied by an audit report:

| | (a) | Auditors Report, dated October 8, 2003.
| | --- | ----------------------------------------

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| | (b) | Balance Sheets as at July 31, 2003 and July 31, 2002 (in
               Canadian Dollars).
| | --- | ------------------------------------------------------------------------------------------

| | (c) | Statements of Loss and Deficit for the years ended July 31,
               2003, July 31, 2002 and July 31, 2001 (in Canadian Dollars).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Statements of Cash Flows for the years ended July 31, 2003,
               July 31, 2002 and July 31, 2001 (in Canadian Dollars).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (e) | Notes to Financial Statements for the years ended July 31,
               2003, July 31, 2002 and July 31, 2001 (in Canadian Dollars).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------

We have not paid dividends in the
past five years and do not expect to pay dividends in the near future. Our present policy
is to retain future earnings for use in our operations and the expansion of our business.

B.    Significant Changes

No significant changes have occurred
since the date of our most recent audited financial statements, July 31, 2003, other
than the following:

| | (a) | an agreement was entered into for a lease with option to purchase for the Yerbabuena Gold Prospect;
| | --- | ---------------------------------------------------------------------------------------------------

| | (b) | a finder's fee agreement was entered into with respect to the acquisition of the Santa Lucia Gold Prospect;
| | --- | -----------------------------------------------------------------------------------------------------------

| | (c) | in  November,  we announced a proposed  private  placement  of  5,200,000  units at a price of $0.25 per unit,  with each unit
                consisting of one common share and one  non-transferable  common share  purchase  warrant.  Each warrant will entitle
                the holder to purchase an  additional  common share for a period of two years at a price of $0.40,  provided  that if
                our shares  trade at or above  $0.60 on the TSX  Venture  Exchange  for a period of 20  consecutive  days the warrant
                holders will be required to exercise their warrants; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | up to December 10, 2003,  $865,200 in funds has been  received  relating to the  exercise of share  options,  warrants and
               the proposed private placement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 9      The Offer and
Listing

A.    Offer and Listing Details

We became a reporting issuer in the
Province of British Columbia upon the issuance of a receipt for a prospectus on December
11, 1967 and our common shares were first listed on the Vancouver Stock Exchange (a
predecessor of the TSX Venture Exchange) on June 21, 1972. In April 1992, our common
shares were delisted by the Vancouver Stock Exchange for failure to pay sustaining fees.
We were 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.

Our 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, our common shares again
commenced trading on the TSX Venture Exchange in Toronto, Ontario, Canada, under the
trading symbol CPQ and CUSIP #138054-10-1.

The following tables set out the
reported high and low prices for (a) the five most recent fiscal years; (b) each quarterly
period for the past two fiscal years and for the first quarter of 2004; and (c) each month
for the past six months.

Table No. 13 High and Low Price for
the Five Most Recent Fiscal Years on the TSX (Cdn$s)

|                 
|-----------------
|Fiscal Year Ended
|                 
|July 31, 2003    
|July 31, 2002    
|July 31, 2001    
|July 31, 2000    
|July 31, 1999    
|                 

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Table No. 14 
High and Low Prices for each Quarterly Period for the Past Two Fiscal Years and for the First
Quarter of 2004 on the TSX (Cdn$s)

|                
|----------------
|Period Ended    
|                
|October 31, 2003
|July 31, 2003   
|April 30, 2003  
|January 31, 2003
|October 31, 2002
|July 31, 2002   
|April 30, 2002  
|January 31, 2002
|October 31, 2001
|                

Table No. 15 
High and Low Prices for each Month for the Past Six Months on the TSX (Cdn$s)

|                  
|------------------
|Month Ended       
|                  
|November 30, 2003 
|October 31, 2003  
|September 30, 2003
|August 30, 2003   
|July 31, 2003     
|June 30, 2003     
|                  

B.    Plan of Distribution

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.    Markets

See the first paragraph of this Item
9.

D.    Dilution

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.

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E.    Expenses of the Issue

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 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

Incorporation

We were incorporated in British
Columbia, Canada, under Certificate of Incorporation number 72955 on February 15, 1967. We
do not have any stated objects or purposes as such are not
required by the corporate laws of the Province of British Columbia. Rather, we are, by
such corporate laws, entitled to carry on any activities whatsoever, which are not
specifically precluded by other statutory provisions of the Province of British Columbia.

Powers and Functions of
the Directors

The powers and functions of the
directors are set out in our Articles which were adopted and filed November 14, 1975. They provide:

| | (a) | a director is obligated to disclose his potential interest in a proposal,
               arrangement or contract being considered by us, and may not vote on any
               proposal, arrangement or contract proposed, but such director shall be counted
               in the quorum at the meeting of the directors at which the proposal, arrangement
               or contract is approved;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the directors may, in the absence of an independent quorum, vote compensation to
               themselves;
| | --- | -----------------------------------------------------------------------------------------------------------

| | (c) | there are no limitations on the exercise by the directors of our
               borrowing powers;
| | --- | -------------------------------------------------------------------------------------------------

| | (d) | there are no provisions for the retirement or
               non-retirement of directors under an age limit; and
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (e) | there is no requirement for a director to hold any of our shares.
| | --- | -----------------------------------------------------------------

Rights and Restrictions
Attached to the Shares

As all of our authorized and issued
shares are of one class there are no special rights or restrictions of any nature or kind
attached to any of the shares. All authorized and issued shares rank equally in respect to
the declaration and receipt of dividends, the rights to share in any profits or surplus on
our liquidation, dissolution or winding. Each share has attached to it one non-cumulative
vote.

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Alteration of Share Rights

To alter the rights of holders of our
issued shares such alteration must be approved by the majority vote of 75% of our issued
shares attending and voting at a meeting of our shareholders.

Annual General Meetings

Annual general meetings are called
and scheduled upon decision by the Board of Directors. The directors may convene an
extraordinary general meeting of the shareholders. The holders of not less than 5% of our
issued shares may requisition an extraordinary meeting of the shareholders. All meetings
of the shareholders may be attended by registered shareholders or persons who hold powers
of attorney or proxies given to them by registered shareholders.

Foreign Ownership
Limitations

Our Memorandum and Articles do not
contain limitations prohibiting shares being held by non-residents, foreigners or any
other group.

Change of Control

There are no provisions in our
Memorandum and Articles that would have an effect of delaying, deferring or preventing a
change in our control, or that would operate with respect to any proposed merger,
acquisition or corporate restructuring.

Share Ownership Reporting
Obligations

There are no provisions in our
Memorandum and Articles requiring share ownership to be disclosed. The securities laws of
the Province of British Columbia require disclosure of shareholdings by:

| | (a) | persons who are our directors or senior officers; and
| | --- | -----------------------------------------------------

| | (b) | a person who has direct or indirect beneficial ownership of, control or
               direction over, or a combination of direct or indirect beneficial ownership of
               and control or direction over our securities carrying more than 10% of the
               voting rights attached to all of our outstanding voting securities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Differences from U.S. Law

The threshold of share ownership
percentage requiring disclosure of ownership is higher in the home jurisdiction of British
Columbia than the U.S. where U.S. securities law prescribes a 5% threshold for ownership
disclosure.

C.    Material Contracts

The following is a summary of each
material contract, other than contracts entered into in the ordinary course of business,
to which we or any member of the group is a party, for the two years immediately preceding
publication of the document, including dates, parties, general nature of the contracts,
terms and conditions, and amount of any consideration passing to or from us or any other
member of the group.

| | 1. | Finders fee agreement dated February 20, 2003 between La Cuesta
               International, Inc. and Canplats in respect of the Rodeo Gold Prospect. See Item
               4.B  Business Overview under the heading Rodeo Gold
               Prospect for a description of the finders fee agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 2. | Lease with option to purchase agreement dated July 11, 2003 between La Cuesta
               International, Inc. and Canplats in respect of the Yerbabuena Gold Prospect. See
               Item 4.B  Business Overview under the heading Yerbabuena
               Gold Prospect for a description of the lease with option to purchase
               agreement
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Finders fee agreement dated February 20, 2003 between La Cuesta
               International, Inc. and Canplats in respect of the Santa Lucia Gold Prospect.
               See Item 4.B  Business Overview under the heading Santa
               Lucia Gold Prospect for a description of the finders fee agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Right of First Offer agreement dated October 8, 2003 between Silver Standard
               Resources Inc. and Canplats. See Item 4.A  History and Development
               of the Company under the heading General Background for a
               description of the right of first offer agreement.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Public relations  agreement dated June 15, 2003 between G2 Consultants  Corporation and Canplats.  See Item 4.A -
                 "History and Development of the Company" under the heading "General Background" for a description of the public relations agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|D. |  | Exchange Controls and Investment Canada Act
|-- |  | -------------------------------------------

Canada has no system of exchange
controls. There are no exchange restrictions on borrowing from foreign countries nor on
the remittance of dividends, interest, royalties and similar payments, management fees,
loan repayments, settlement of trade debts, or the repatriation of capital. Any such
remittances to United States residents, however, may be subject to a withholding tax
pursuant to the Canadian Income Tax Act as modified by the reciprocal tax treaty between
Canada and the United States. See Item 10 E, Taxation.

The Investment Canada Act (the
Act), enacted on June 20, 1985, requires prior notification to the Government
of Canada on the acquisition of control of Canadian businesses by
non-Canadians, as defined in the Act. Certain acquisitions of control, discussed below,
are reviewed by the Government of Canada. The term acquisition of control is
defined as any one or more non-Canadian persons acquiring all or substantially all of the
assets used in the Canadian business, or the acquisition of the voting shares of a
Canadian corporation carrying on the Canadian business or the acquisition of the voting
interests of an entity controlling or carrying on the Canadian business. The acquisition
of the majority of the outstanding shares is deemed to be an acquisition of
control of a corporation. The acquisition of less than a majority, but one-third or
more, of the voting shares of a corporation is presumed to be an acquisition of
control of a corporation unless it can be established that the purchaser will not
control the corporation.

Investments requiring notification
and review are all direct acquisitions of Canadian businesses with assets of C$5,000,000
or more (subject to the comments below on WTO investors), and all indirect acquisitions of
Canadian businesses (subject to the comments below on WTO investors) with assets of more
than C$50,000,000 or with assets of between C$5,000,000 and C$50,000,000 which represent
more than 50% of the value of the total international transaction. In addition, specific
acquisitions or new businesses in designated types of business activities related to
Canadas cultural heritage or national identity could be reviewed if the Government
of Canada considers that it is in the public interest to do so.

The Act was amended with the
implementation of the Agreement establishing the World Trade Organization
(WTO) to provide for special review thresholds for WTO investors,
as defined in the Act. WTO investor generally means (i) an individual, other
than a Canadian, who is a national or a WTO member (such as, for example, the United
States), or who has the right of permanent residence in relation to that WTO member, (ii)
governments of WTO members, and (iii) entities that are not Canadian controlled, but which
are WTO investor controlled, as determined by rules specified in the Act. The special
review thresholds for WTO investors do not apply, and the general rules described above do
apply, to the acquisition of control of certain types of businesses specified in the Act,
including a business that is a cultural business. If the WTO investor rules
apply, an investment in our shares by or from a WTO investor will be reviewable only if it
is an investment to acquire control of Canplats and the value of our assets is equal to or
greater than a specified amount (the WTO Review Threshold). The WTO Review
Threshold is adjusted annually by a formula relating to increases in the nominal gross
domestic product of Canada. The 2000 WTO Review Threshold is C$192,000,000.

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If any non-Canadian, whether or not a
WTO investor, acquires control of Canplats by the acquisition of shares, but the
transaction is not reviewable as described above, the non-Canadian is required to notify
the Canadian government and to provide certain basic information relating to the
investment. A non-Canadian, whether or not a WTO investor, is also required to provide a
notice to the government on the establishment of a new Canadian business. If our business
is then a prescribed type of business activity related to Canadas cultural heritage
or national identity, and if the Canadian government considers it to be in the public
interest to do so, then the Canadian government may give notice in writing within 21 days
requiring the investment to be reviewed.

For non-Canadians (other than WTO
investors), an indirect acquisition of control, by the acquisition of voting interests of
an entity that directly or indirectly controls Canplats, is reviewable if the value of our
assets is then C$50,000,000 or more. If the WTO investor rules apply, then this
requirement does not apply to a WTO investor, or to a person acquiring the entity from a
WTO investor. Special rules specified in the Act apply if the value of our assets is more
than 50% of the value of the entity so acquired. By these special rules, if the
non-Canadian (whether or not a WTO investor) is acquiring control of an entity that
directly or indirectly controls Canplats, and the value of our assets and all other
entities carrying on business in Canada, calculated in the manner provided in the Act and
the regulations under the Act, is more than 50% of the value, calculated in the manner
provided in the Act and the regulations under the Act, of the assets of all entities, the
control of which is acquired, directly or indirectly, in the transition of which the
acquisition of control of Canplats forms a part, then the thresholds for a direct
acquisition of control as discussed above will apply, that is, a WTO Review Threshold of
C$192,000,000 (in 2000) for a WTO investor or a threshold of C$5,000,000 for a
non-Canadian other than a WTO investor. If the value exceeds that level, then the
transaction must be reviewed in the same manner as a direct acquisition of control by the
purchase of our shares.

If an investment is reviewable, an
application for review in the form prescribed by the regulations is normally required to
be filed with the Director appointed under the Act (the Director) prior to the
investment taking place and the investment may not be consummated until the review has
been completed. There are, however, certain exceptions. Applications concerning indirect
acquisitions may be filed up to 30 days after the investment is consummated and
applications concerning reviewable investments in culture-sensitive sectors are required
upon receipt of a notice for review. In addition, the Minister (a person designated as
such under the Act) may permit an investment to be consummated prior to completion of the
review, if he is satisfied that delay would cause undue hardship to the acquirer or
jeopardize the operations of the Canadian business that is being acquired. The Director
will submit the application to the Minister, together with any other information or
written undertakings given by the acquirer and any representation submitted to the
Director by a province that is likely to be significantly affected by the investment.

The Minister will then determine
whether the investment is likely to be of net benefit to Canada, taking into account the
information provided and having regard to certain factors of assessment where they are
relevant. Some of the factors to be considered are (i) the effect of the investment on the
level and nature of economic activity in Canada, including the effect on employment, on
resource processing, and on the utilization of parts, components and services produced in
Canada; (ii) the effect of the investment on exports from Canada; (iii) the degree and
significance of participation by Canadians in the Canadian business and in any industry in
Canada of which it forms a part; (iv) the effect of the investment on productivity,
industrial efficiency, technological development, product innovation and product variety
in Canada; (v) the effect of the investment on competition within any industry or
industries in Canada; (vi) the compatibility of the investment with national industrial,
economic and cultural policies; (vii) the compatibility of the investment with national
industrial, economic and cultural policies taking into consideration industrial, economic
and cultural objectives enunciated by the government or legislature of any province likely
to be significantly affected by the investment; and (viii) the contribution of the
investment to Canadas ability to compete in world markets.

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The Act sets certain time limits for
the Director and the Minister. Within 45 days after a completed application has been
received, the Minister must notify the acquirer that (a) he is satisfied that the
investment is likely to be of net benefit to Canada, or (b) he is unable to complete his
review, in which case he shall have 30 additional days to complete his review (unless the
acquirer agrees to a longer period), or (c) he is not satisfied that the investment is
likely to be of net benefit to Canada.

Where the Minister has advised the
acquirer that he is not satisfied that the investment is likely to be of net benefit to
Canada, the acquirer has the right to make representations and submit undertakings within
30 days of the date of the notice (or any further period that is agreed upon between the
acquirer and the Minister). On the expiration of the 30 day period (or the agreed
extension), the Minister must quickly notify the acquirer (i) that he is now satisfied
that the investment is likely to be of net benefit to Canada or (ii) that he is not
satisfied that the investment is likely to be of net benefit to Canada. In the latter
case, the acquirer may not proceed with the investment or, if the investment has already
been consummated, must divest itself of control of the Canadian business.

The Act provides civil remedies for
non-compliance with any provision. There are also criminal penalties for breach of
confidentiality or providing false information.

E.    Taxation

A brief description of certain
provisions of the tax treaty between Canada and the United States is included below,
together with a brief outline of certain taxes, including withholding provisions, to which
United States security holders are subject under existing laws and regulations of Canada.
The consequences, if any, of provincial, state and local taxes are not considered.

The Company recommends security
holders seek the advice of their own tax advisors, tax counsel or accountants with respect
to the applicability or effect on their own individual circumstances of the matters
referred to herein and of any provincial, state or local taxes.

Certain Canadian Federal
Income Tax Consequences

The discussion under this heading
summarizes the principal Canadian federal income tax consequences of acquiring, holding
and disposing of shares of common stock of the Company for a shareholder of the Company
who is not a resident of Canada but is a resident of the United States and who will
acquire and hold shares of common stock of the Company as capital property for the
purposes of the Income Tax Act (Canada) (the Canadian Tax Act). This summary
does not apply to a shareholder who carries on business in Canada through a
permanent establishment situated in Canada or performs independent personal
services in Canada through a fixed base in Canada if the shareholders holding in the
Company is effectively connected with such permanent establishment or fixed base. This
summary is based on the provisions of the Canadian Tax Act and the regulations thereunder
and on an understanding of the administrative practices of Revenue Canada, and takes into
account all specific proposals to amend the Canadian Tax Act or regulations made by the
Minister of Finance of Canada as of the date hereof. It has been assumed that there will
be no other relevant amendment of any governing law although no assurance can be given in
this respect. The Company recommends security holders seek the advice of their own
Canadian and U.S. tax advisors.

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The provisions of the Canadian Tax
Act are subject to income tax treaties to which Canada is a party, including the
Canada-United States Income Tax Convention (1980), as amended (the
Convention).

Dividends on Common
Shares and Other Income

Under the Canadian Tax Act, a
non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25%
on dividends paid or deemed to have been paid to him or her by a corporation resident in
Canada. The Convention limits the rate to 15 percent if the shareholder is a resident of
the United States and the dividends are beneficially owned by and paid to such
shareholder, and to 5 percent if the shareholder is also a corporation that beneficially
owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for
tax purposes) would generally be equal to the amount by which the paid up or stated
capital of the Company had increased by reason of the payment of such dividend. The
Company will furnish additional tax information to shareholders in the event of such a
dividend. Interest paid or deemed to be paid on the Companys debt securities held by
non-Canadian residents may also be subject to Canadian withholding tax, depending upon the
terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from
Canadian income tax dividends paid to a religious, scientific, literary, educational or
charitable organization or to an organization constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the organization is
a resident of the United States and is exempt from income tax under the laws of the United
States.

Dispositions of Common
Shares

Under the Canadian Tax Act, a
taxpayers capital gain or capital loss from a disposition of a share of common stock
of the Company is the amount, if any, by which his or her proceeds of disposition exceed
(or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the
share and reasonable expenses of disposition. The capital gain or loss must be computed in
Canadian currency using a weighted average adjusted cost base for identical properties.
One-half of a capital gain (the taxable capital gain) is included in income,
and one-half of a capital loss in a year (the allowable capital loss) is
deductible from taxable capital gains realized in the same year. The amount by which a
shareholders allowable capital loss exceeds the taxable capital gain in a year may
be deducted from a taxable capital gain realized by the shareholder in the three previous
years or any subsequent year, subject to certain restrictions in the case of a corporate
shareholder and subject to adjustment when the capital gains inclusion rate in the year of
disposition differs from the inclusion rate in the year the deduction is claimed.

If a share of common stock of the
Company is disposed of to the Company other than in the open market in the manner in which
shares would normally be purchased by the public, the proceeds of disposition will, in
general terms, be considered as limited to the paid-up capital of the share and the
balance of the price paid will be deemed to be a dividend. In the case of a shareholder
that is a corporation, the amount of any capital loss otherwise determined may be reduced,
in certain circumstances, by the amount of dividends previously received in respect of the
shares disposed of, unless the corporation owned the shares for at least 365 days prior to
sustaining the loss and (together with corporations, persons and other entities, with whom
the corporation was not dealing at arms length) did not own more than five percent
of the shares of any class of the corporation from which the dividend was received. These
loss limitation rules may also apply where a corporation is a member of a partnership or a
beneficiary of a trust that owned the shares disposed of.

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Under the Canadian Tax Act, a
non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct
allowable capital losses, realized on a disposition of taxable Canadian
property. Shares of common stock of the Company will constitute taxable Canadian
property of a shareholder at a particular time if the shareholder used the shares in
carrying on business in Canada, or if at any time in the five years immediately preceding
the disposition 25 percent or more of the issued shares of any class or series in the
capital stock of the Company belonged to one or more persons in a group comprising the
shareholder and persons with whom the shareholder did not deal at arms length and in
certain other circumstances. Corporations disposing of taxable Canadian property must file
a Canadian tax return to report the disposition.

The Convention relieves United States
residents from liability for Canadian tax on capital gains derived on a disposition of
shares unless:

| | (a) | the value of the shares is derived principally from real property in
               Canada, including the right to explore for or exploit natural resources and
               rights to amounts computed by reference to production;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the shareholder was resident in Canada for 120 months during any period of 20
               consecutive years preceding, and at any time during the 10 years immediately
               preceding, the disposition and the shares were owned by him when he or she
               ceased to be resident in Canada; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | the shares formed part of the business property of a permanent
               establishment that the holder has or had in Canada within the 12 months
               preceding the disposition.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

United States Federal
Income Tax Consequences

The following is a general discussion
of certain possible United States federal income tax consequences, under current law,
generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the
Company. This discussion does not address all potentially relevant federal income tax
matters and it does not address consequences peculiar to persons subject to special
provisions of federal income tax law, such as those described below as excluded from the
definition of a U.S. Holder. In addition, this discussion does not cover any state, local
or foreign tax consequences (see Taxation  Certain Canadian Federal Tax
Consequences above).

The following discussion is based
upon the sections of the Internal Revenue Code of 1986, as amended (the Code),
Treasury Regulations, published Internal Revenue Service (IRS) rulings,
published administrative positions of the IRS and court decisions that are currently
applicable, any or all of which could be materially and adversely changed, possibly on a
retroactive basis, at any time and which are subject to differing interpretations. This
discussion does not consider the potential effects, both adverse and beneficial, of any
proposed legislation which, if enacted, could be applied, possibly on a retroactive basis,
at any time. The Company recommends holders and prospective holders of common shares of
the Company consult their own tax advisors about the federal, state, local, and foreign
tax consequences of purchasing, owning and disposing of common shares of the Company.

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U.S. Holders

As used herein, a U.S.
Holder means a holder of common shares of the Company who is (i) a citizen or
individual resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or of any political subdivision
thereof, (iii) an estate whose income is taxable in the United States irrespective of
source or (iv) a trust subject to the primary supervision of a court within the United
States and control of a United States fiduciary as described Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder does not
include, persons subject to specific provisions of federal income tax law, such as
tax-exempt organizations, qualified retirement plans, individual retirement accounts and
other tax-deferred accounts, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers, persons or entities
that have a functional currency other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as part of a
straddle, hedging, conversion transaction, constructive sale or other arrangement
involving more than one position, and shareholders who acquired their common shares
through the exercise of employee stock options or otherwise as compensation for services.
This summary is limited to U.S. Holders who own common shares as capital assets within the
meaning of Section 1221 of the Code. This summary does not address the consequences to a
person or entity holding an interest in a shareholder or the consequences to a person of
the ownership, exercise or disposition of any options, warrants or other rights to acquire
common shares.

Distribution on Common
Shares of the Company

U.S.    
          Holders receiving dividend distributions (including constructive dividends) with
          respect to common shares of the Company are required to include in gross income
          for United States federal income tax purposes the gross amount of such
          distributions, equal to the U.S. dollar value of such distributions on the date
          of receipt (based on the exchange rate on such date), to the extent that the
          Company has current or accumulated earnings and profits, without reduction for
          any Canadian income tax withheld from such distributions. Such Canadian tax
          withheld may be credited, subject to certain limitations, against the U.S.
          Holders federal income tax liability or, alternatively, may be deducted in
          computing the U.S. Holders federal taxable income by those who itemize
          deductions. (See more detailed discussion at Foreign Tax Credit
          below). To the extent that distributions exceed current or accumulated earnings
          and profits of the Company, they will be treated first as a return of capital up
          to the U.S. Holders adjusted basis in the common shares and thereafter as
          gain from the sale or exchange of the common shares. Preferential tax rates for
          long-term capital gains are applicable to a U.S. Holder which is an individual,
          estate or trust. There are currently no preferential tax rates for long-term
          capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency
received as a dividend that is not converted by the recipient into U.S. dollars on the
date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its
U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the exchange for
U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain
does not exceed $200 will not recognize that gain, to the extent that there are no
expenses associated with the transaction that meet the requirements for deductibility as a
trade or business expense (other than travel expenses in connection with a business trip)
or as an expense for the production of income.

Dividends paid on the common shares
of the Company generally will not be eligible for the dividends received deduction
provided to corporations receiving dividends from certain United States corporations. A
U.S. Holder which is a corporation and which owns shares representing at least 10% of the
voting power and value of the Company may, under certain circumstances, be entitled to a
70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power
and value of the Company) deduction of the United States source portion of dividends
received from the Company (unless the Company qualifies as a foreign personal
holding company or a passive foreign investment company, as defined
below). The availability of this deduction is subject to several complex limitations which
are beyond the scope of this discussion.

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Under current Treasury Regulations,
dividends paid on the Companys common shares, if any, generally will not be subject
to information reporting and generally will not be subject to U.S. backup withholding tax.
However, dividends and the proceeds from a sale of the Companys common shares paid
in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be
subject to U.S. information reporting requirements and may also be subject to the 31% U.S.
backup withholding tax, unless the paying agent is furnished with a duly completed and
signed Form W-9 or the recipient is exempt from such procedures. Any amounts withheld
under the U.S. backup withholding tax rules will be allowed as a refund or a credit
against the U.S. Holders U.S. federal income tax liability, provided the required
information is furnished to the IRS. U.S. Holders are urged to consult their own tax
counsel regarding the information reporting and backup withholding rules applicable to the
Companys common shares.

Foreign Tax Credit

A U.S. Holder who pays (or has
withheld from distributions) Canadian income tax with respect to the ownership of common
shares of the Company may be entitled, at the option of the U.S. Holder, to either receive
a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be
more advantageous to claim a credit because a credit reduces United States federal income
taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers
income subject to tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are
significant and complex limitations which apply to the credit, among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S. Holders
United States income tax liability that the U.S. Holders foreign source income bears
to his or its worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into foreign and
domestic sources. Complex rules govern this classification process. In addition, this
limitation is calculated separately with respect to specific classes of income such as
passive income, high withholding tax interest, financial
services income, shipping income and certain other classifications of
income. Dividends distributed by the Company will generally constitute passive
income or, in the case of certain U.S. Holders, financial services
income for these purposes. In addition, U.S. Holders which are corporations that own
10% or more of the voting stock of the Company may be entitled to an indirect
foreign tax credit under Section 902 with respect to the payment of dividends by the
Company under certain circumstances and subject to complex rules and limitations. The
availability of the foreign tax credit and the application of the limitations on the
credit are fact specific, and U.S. Holders of common shares of the Company should consult
their own tax advisors regarding their particular circumstances.

Information Reporting and
Backup Withholding

U.S.    
          Information reporting requirements may apply with respect to the payment of
          dividends to U.S. Holders of the Companys common shares. Under Treasury
          regulations currently in effect, non-corporate holders may be subject to backup
          withholding at a 31% rate with respect to dividends when such holder (1) fails
          to furnish or certify a correct taxpayer identification number to the payor in
          the required manner, (2) is notified by the IRS that it has failed to report
          payments of interest or dividends properly or (3) fails, under certain
          circumstances, to certify that it has been notified by the IRS that it is
          subject to backup withholding for failure to report interest and dividend
          payments. Any amounts withheld under the backup withholding rules from a payment
          to a U.S. Holder generally will be allowed as a credit against the U.S.
          Holders U.S. federal income tax liability and may entitle the U.S. Holder
          to a refund, provided that the required information is furnished to the IRS.
          Certain U.S. Holders, including corporations, are not subject to backup
          withholding.

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Disposition of Common
Shares of the Company

A U.S. Holder will recognize gain or
loss upon the sale of common shares of the Company equal to the difference, if any,
between (i) the amount of cash plus the fair market value of any property received,
and (ii) the shareholders tax basis in the common shares of the Company.
Preferential tax rates apply to long-term capital gains of U.S. Holders which are
individuals, estates or trusts. This gain or loss will be capital gain or loss if the
common shares are a capital asset in the hands of the U.S. Holder, which will be long-term
capital gain or loss if the common shares of the Company are held for more than one year.
Deductions for net capital losses are subject to significant limitations. For U.S. Holders
who are not corporations, any unused portion of such net capital loss may be carried over
to be used in later tax years until such net capital loss is thereby exhausted. For U.S.
Holders that are corporations (other than corporations subject to Subchapter S of the
Code), an unused net capital loss may be carried back three years and carried forward five
years from the loss year to be offset against capital gains until such net capital loss is
thereby exhausted.

Currency Exchange Gains
or Losses

U.S.    
          Holders generally are required to calculate their taxable incomes in United
          States dollars. Accordingly, a U.S. Holder who purchases common shares of the
          Company with Canadian dollars will be required to determine the tax basis of
          such shares in United States dollars based on the exchange rate prevailing on
          the settlement date of the purchase (and may be required to recognize the
          unrealized gain or loss, if any, in the Canadian currency surrender in the
          purchase transaction). Similarly, a U.S. Holder receiving dividends or sales
          proceeds from common shares of the Company in Canadian dollars will be required
          to compute the dividend income or the amount realized on the sale, as the case
          may be, in United States dollars based on the exchange rate prevailing at the
          time of receipt in the case of dividends and on the settlement date in the case
          of sales on an established securities exchange. Gain or loss, if any, recognized
          on a disposition of Canadian currency in connection with the described
          transactions generally will be treated as ordinary gain or loss.

Other Considerations

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

Foreign Personal Holding
Company

If at any time during a taxable year
(i) more than 50% of the total combined voting power or the total value of the
Companys outstanding shares is owned, directly or indirectly, by five or fewer
individuals who are citizens or residents of the United States and (ii) 60% (50% in some
circumstances) or more of the Companys gross income for such year was foreign
personal holding company income (e.g. dividends, interest and similar income), the
Company may be treated as a foreign personal holding company. In that event,
U.S. Holders that hold common shares would be required to include in gross income for such
year their allocable portions of such foreign personal holding company income
to the extent the Company does not actually distribute such income. The Company does not
believe that it currently qualifies as a foreign personal holding company. However, there
can be no assurance that the Company will not be considered a foreign personal holding
company for the current or any future taxable year.

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Foreign Investment Company

If 50% or more of the combined voting
power or total value of the Companys outstanding shares is held, directly or
indirectly, by citizens or residents of the United States, United States domestic
partnerships or corporations, or estates or trusts other than foreign estates or trusts
(as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company may be treated as a
foreign investment company as defined in Section 1246 of the Code, causing all
or part of any gain realized by a U.S. Holder selling or exchanging common shares to be
treated as ordinary income rather than capital gain. The Company does not believe that it
currently qualifies as a foreign investment company. However, there can be no assurance
that the Company will not be considered a foreign investment company for the current or
any future taxable year.

Passive Foreign
Investment Company

Certain United States income tax
legislation contains rules governing passive foreign investment companies
(PFIC) which can have significant tax effects on U.S. Holders of foreign
corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code
defines a PFIC as a corporation that is not formed in the United States and, for any
taxable year, either (i) 75% or more of its gross income is passive income,
which includes interest, dividends and certain rents and royalties or (ii) the average
percentage, by fair market value (or, if the corporation is not publicly traded and either
is a controlled foreign corporation or makes an election, by adjusted tax basis), of its
assets that produce or are held for the production of passive income is 50% or
more. If a foreign corporation owns, directly or indirectly, at least 25% by value of the
stock a second corporation, then for purposes of the PFIC tests described above, the first
corporation will be treated as owning a proportionate share of the assets of, and as
receiving a proportionate share of the income of, the second corporation. The Company
believes that it qualified as a PFIC for its most recently ended fiscal year and may
qualify as a PFIC in subsequent fiscal years. There can be no assurance that the
Companys determination concerning its PFIC status will not be challenged or that it
will be able to satisfy record keeping requirements that will be imposed on a qualified
electing fund (QEF). Each U.S. Holder of the Company is urged to consult a tax
advisor with respect to how the PFIC rules affect their tax situation.

A U.S. Holder who holds stock in a
foreign corporation during any year in which such corporation qualifies as a PFIC is
subject to United States federal income taxation under one of two alternative tax regimes
at the election of each such U.S. Holder. The following is a discussion of such two
alternative tax regimes applied to such U.S. Holders of the Company. In addition, special
rules apply if a foreign corporation qualifies as both a PFIC and a controlled
foreign corporation (as defined below) and a U.S. Holder owns, actually or
constructively, 10% or more of the total combined voting power of all classes of stock
entitled to vote of such foreign corporation (See more detailed discussion at
Controlled Foreign Corporation below).

A U.S. Holder who elects in a timely
manner to treat the Company as a QEF (an Electing U.S. Holder) will be
subject, under Section 1293 of the Code, to current federal income tax for any taxable
year in which the Company qualifies as a PFIC on his pro rata share of the Companys
(i) net capital gain (the excess of net long-term capital gain over net
short-term capital loss), which will be taxed as long-term capital gain to the Electing
U.S. Holder and (ii) ordinary earnings (the excess of earnings and profits
over net capital gain), which will be taxed as ordinary income to the Electing U.S.
Holder, in each case, for the shareholders taxable year in which (or with which) the
Companys taxable year ends, regardless of whether such amounts are actually
distributed.

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

The procedure a U.S. Holder must
comply with in making an effective QEF election will depend on whether the year of the
election is the first year in the U.S. Holders holding period in which the Company
is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF
election, then the U.S. Holder may make the QEF election by simply filing the appropriate
documents at the time the U.S. Holder files his tax return for such first year. If,
however, the Company qualified as a PFIC in a prior year, then in addition to filing
documents, the U.S. Holder must elect to recognize (i) under the rules of Section
1291 of the Code (discussed herein), any gain that he would otherwise recognize if the
U.S. Holder sold his stock on the qualification date or (ii) if the Company is a
controlled foreign corporation, the U.S. Holders pro rata share of the
Companys post-1986 earnings and profits as of the qualification date. The
qualification date is the first day of the Companys first tax year in which the
Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize
such gain or earnings and profits can only be made if such U.S. Holders holding
period for the common shares of the Company includes the qualification date. By electing
to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have
made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings
and profits after May 1, 1992 and before January 27, 1997 may, under certain
circumstances, elect to change such U.S. Holders qualification date to the first day
of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the
availability of and procedure for electing to recognize gain or earnings and profits under
the foregoing rules.

A QEF election, once made with
respect to the Company, applies to the tax year for which it was made and to all
subsequent tax years, unless the election is invalidated or terminated, or the IRS
consents to revocation of the election. If a QEF election is made by a U.S. Holder and the
Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain
in effect, although not applicable, during those tax years in which the Company does not
qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax
year, the QEF election will be effective and the U.S. Holder will be subject to the rules
described above for Electing U.S. Holders in such tax year and any subsequent tax years in
which the Company qualifies as a PFIC. In addition, the QEF election remains in effect,
although not applicable, with respect to an Electing U.S. Holder even after such U.S.
Holder disposes of all of his or its direct and indirect interest in the shares of the
Company. Therefore, if such U.S. Holder reacquires an interest in the Company, that U.S.
Holder will be subject to the rules described above for Electing U.S. Holders for each tax
year in which the Company qualifies as a PFIC.

If a U.S. Holder does not make a
timely QEF election during a year in which it holds (or is deemed to have held) the common
shares in question and the Company is a PFIC (a Non-Electing U.S. Holder),
then special taxation rules under Section 1291 of the Code will apply to (i) gains
realized on the disposition (or deemed to be realized by reasons of a pledge) of his
common shares in the Company and (ii) certain excess distributions
(generally, distributions received in the current taxable year that are in excess of 125%
of the average distributions received during the three preceding years or, if shorter, the
U.S. Holders holding period) by the Company.

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A Non-Electing U.S. Holder generally
would be required to pro rate all gains realized on the disposition of his common shares
in the Company and all excess distributions on his common shares in the Company over the
entire holding period for the common shares. All gains or excess distributions allocated
to prior years of the U.S. Holder (other than years prior to the first taxable year of the
Company during such U.S. Holders holding period and beginning after January 1,
1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior
year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for
interest on the foregoing tax liability for each such prior year calculated as if such
liability had been due with respect to each such prior year. A Non-Electing U.S. Holder
that is not a corporation must treat this interest charge as personal interest
which, as discussed above, is wholly nondeductible. The balance of the gain or the excess
distribution will be treated as ordinary income in the year of the disposition or
distribution, and no interest charge will be incurred with respect to such balance.

If the Company is a PFIC for any
taxable year during which a Non-Electing U.S. Holder holds common shares of the Company,
then the Company will continue to be treated as a PFIC with respect to such common shares
in the Company, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder
may terminate this deemed PFIC status by electing to recognize gain (which will be taxed
under the rules discussed above for Non-Electing U.S. Holders) as if such common shares in
the Company had been sold on the last day of the last taxable year for which it was a
PFIC.

Effective for tax years of U.S.
Holders beginning after December 31, 1997, U.S. Holders who hold, actually or
constructively, marketable stock (as specifically defined in the Treasury Regulations) of
a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to
the market (a mark-to-market election). If such an election is made, such U.S.
Holder will generally not be subject to the special taxation rules of Section 1291
discussed above. However, if the mark-to-market election is made by a Non-Electing U.S.
Holder after the beginning of the holding period for the PFIC stock, then the Section 1291
rules will apply to certain dispositions of, distributions on and other amounts taxable
with respect to the common shares in the Company. A U.S. Holder who makes the mark-to
market election will include in income for the taxable year for which the election was
made an amount equal to the excess, if any, of the fair market value of the common shares
of the Company as of the close of such tax year over such U.S. Holders adjusted
basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the
lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in
the common shares over the fair market value of such shares as of the close of the tax
year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common
shares in the Company included by such U.S. Holder for prior tax years, including any
amount which would have been included for any prior tax year but for the Section 1291
interest on tax deferral rules discussed above with respect to Non-Electing U.S. Holders,
over (B) the mark-to-market losses for shares that were allowed as deductions for
prior tax years. A U.S. Holders adjusted tax basis in the common shares of the
Company will be adjusted to reflect the amount included in or deducted from income as a
result of a mark-to-market election. A mark-to-market election applies to the taxable year
in which the election is made and to each subsequent taxable year, unless the common
shares of the Company cease to be marketable, as specifically defined, or the IRS consents
to revocation of the election. Because the IRS has not established procedures for making a
mark-to-market election, U.S. Holders should consult their tax advisor regarding the
manner of making such an election.

Under Section 1291(f) of the Code,
the IRS has issued Treasury Regulations that, subject to certain exceptions, would treat
as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and
transfers at death. Generally, in such cases the basis of the common shares of the Company
in the hands of the transferee and the basis of any property received in the exchange for
those common shares would be increased by the amount of gain recognized. Under the
Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain
transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations,
and transfers at death. The transferees basis in this case will depend on the manner
of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary
based on the manner in which the common shares are transferred. Each U.S. Holder of the
Company is urged to consult a tax advisor with respect to how the PFIC rules affect their
tax situation.

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

Controlled Foreign
Corporation

If more than 50% of the total
combined voting power of all classes of shares entitled to vote or the total value of the
shares of the Company is owned, actually or constructively, by citizens or residents of
the United States, United States domestic partnerships or corporations, or estates or
trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)),
each of which own, actually or constructively, 10% or more of the total combined voting
power of all classes of shares entitled to vote of the Company (United States
Shareholder), the Company could be treated as a controlled foreign corporation
(CFC) under Subpart F of the Code. This classification would effect many
complex results, one of which is the inclusion of certain income of a CFC which is subject
to current U.S. tax. The United States generally taxes United States Shareholders of a CFC
currently on their pro-rata shares of the Subpart F income of the CFC. Such United
States Shareholders are generally treated as having received a current distribution out of
the CFCs Subpart F income and are also subject to current U.S. tax on their pro
rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit
described above may reduce the U.S. tax on these amounts. In addition, under Section 1248
of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of
the Company which is or was a United States Shareholder at any time during the five-year
period ending with the sale or exchange is treated as ordinary income to the extent of
earnings and profits of the Company attributable to the shares sold or exchanged. If a
foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This rule
generally will be effective for taxable years of United States Shareholders beginning
after 1997 and for taxable years of foreign corporations ending with or within such
taxable years of United States Shareholders. Special rules apply to United States
Shareholders who are subject to the special taxation rules under Section 1291
discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more
detailed review of these rules is outside of the scope of this discussion. The Company
does not believe that it currently qualifies as a CFC. However, there can be no assurance
that the Company will not be considered a CFC for the current or any future taxable year.

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

Any of the documents referred to
above can be viewed at our registered office, which is located at Suite 1180, 999 West
Hastings Street, Vancouver, British Columbia, Canada. All of these documents are in
English.

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I.    Subsidiary Information

This information is not required for
reports filed in the United States.

Item 11      Quantitative and
Qualitative Disclosures About Market Risk

At this time, we are not subject to
any interest rate risk, foreign currency exchange rate risk or commodity price risk.

Item 12      Description of Securities Other than Equity Securities

Not applicable.

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

|(a) |  | Evaluation of disclosure controls and procedures.
|--- |  | -------------------------------------------------

| |  | Based on their evaluation as of a date within 90 days of the filing date of this Annual Report
                on Form 20-F for the year ended July 31, 2003, our principal executive officer and
                principal financial officer have concluded that the design and operation of our disclosure
                controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
                Exchange Act of 1934 (the Exchange Act)) are effective to ensure that
                information required to be disclosed by the Company in reports that it files or submits
                under the Exchange Act is recorded, processed, summarized and reported within the time
                periods specified in Securities and Exchange Commission rules and forms.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Changes in internal controls.
|--- |  | -----------------------------

| |  | There were no significant changes in our internal controls or in other factors that could
                  significantly affect these controls subsequent to the date of their evaluation, including
                   any corrective actions with regard to significant deficiencies and material weaknesses.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 16      [Reserved]

|(a) |  | Audit committee financial expert
|--- |  | --------------------------------

| |  | Our board of directors has determined  that we do not have an audit committee  financial  expert serving on our audit
                 committee.  We  currently  have  limited  operations  and  funds and as a result do not  believe  an audit  committee
                 financial  expert is required to serve on our audit  committee  at this time.  As our  operations  grow and  finances
                 become more complex,  we will commence a search for an audit committee  financial expert to be appointed to our board
                 of directors and our audit committee.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Code of Ethics
|--- |  | --------------

| |  | As this Form 20-F is being filed as an Annual  Report for the year ended July 31,  2003,  we are not yet  required to
                 have adopted a Code of Ethics.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART III

Item 17      Financial Statements

Our financial statements are stated
in Canadian Dollars (Cdn$) and are prepared in Canadian GAAP, which differs in certain
respects from those principles that we would have followed had our financial statements
been prepared in accordance with US GAAP. The major measurement differences between
Canadian and US GAAP, as they affect us, are disclosed in note 13 to the financial
statements.

- 38 -

---

Table of Contents

The financial statements and notes
thereto as required under Item 17 are attached to this Annual Report, are individually
listed under Item 13, and are found immediately following the text of this Annual Report.
The audit report of Beauchamp & Company, Chartered Accountants is included in this
Annual Report immediately preceding the financial statements.

Item 18      Financial
Statements

Not applicable.

Item 19     
Exhibits

All Financial Statements and Exhibits
referred to in this Item 19 are incorporated by reference into this Annual Report.

A.    Financial Statements

|Document                                                                                                                                              | Page
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Financial Statements as at July 31, 2003, 2002 and 2001 (in Canadian Dollars)                                                                         | F-1 
|Auditors Report, dated October 8, 2003.                                                                                                              | F-3 
|Balance Sheets as at July 31, 2003 and July 31, 2002 (in Canadian Dollars)                                                                            | F-5 
|Statements  of Loss and  Deficit for the years  ended  July 31, 2003, July 31, 2002 and July             F-6
         31, 2001 (in Canadian Dollars). | F-6 
|Statements  of Cash Flows for the years ended  July 31, 2003, July 31, 2002 and July             F-6
         31, 2001 (in Canadian Dollars).         | F-7 
|Notes to Financial Statements for the years ended July 31, 2003, July 31, 2002 and July             F-6
          31, 2001 (in Canadian Dollars).     | F-9 

B.    Exhibits

|Exhibit Number | Description                                                                                                                                                                                                                                                                
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            | Memorandum,  Articles and Certificate of Incorporation incorporated by reference from Exhibit 1.1
                    to  Registration  Statement  under the  Securities  Exchange  Act of 1934 on Form 20-F,  file no.
                    0-31190 filed on July 30, 2001.
|12.1           | Certification of President As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                           
|12.2           | Certification of Chief Financial Officer As Adopted Pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002.                                                                                                                                             
|13.1           | Certification of President Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                       
|13.2           | Certification of Chief Financial Officer Pursuant to 18 U.S.C.  Section 1350,
                As Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                       
|14.1           | Consent of Beauchamp & Company, Chartered Accountants                                                                                                                                                                                                                      

- 40 -

---

Table of Contents

A.    Financial Statements

Canplats Resources Corporation

Financial
Statements(An Exploration Stage Company)July 31, 2003, 2002 and 2001(in Canadian dollars)

F-1

---

Managements
Responsibility for Financial Reporting

The accompanying financial statements of the company have been prepared in accordance with
accounting principles generally accepted in Canada, and contain estimates based on
managements judgement. Management maintains an appropriate system of internal
controls to provide reasonable assurance that transactions are authorized, assets
safeguarded, and proper records maintained.

The Audit Committee of the Board of Directors has met with the companys auditors to
review the scope and results of the annual audit, and to review the financial statements
and related financial reporting matters prior to submitting the financial statements to
the Board for approval.

The companys independent auditors, Beauchamp & Company, are appointed by
shareholders to conduct an audit in accordance with Canadian generally accepted auditing
standards, and their report follows.

|"R.E. Gordon Davis" |  | Ross A. Mitchell     
|------------------- |  | -----------------------
|                    |  |                        
|R.E. Gordon Davis   |  | Ross A. Mitchell       
|President           |  | Vice President, Finance

October 8, 2003

F-2

---

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 of Canplats Resources Corporation

We
have audited the balance sheets of Canplats Resources Corporation as at July 31, 2003 and
2002 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, 2003 and 2002 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, 2003 and the assets and
shareholders equity as at July 31, 2003 to the extent summarized in note 13 to the
financial statements.

|Vancouver, Canada |  | "BEAUCHAMP & COMPANY"
|----------------- |  | ---------------------
|                  |  |                      
|October 8, 2003   |  | Chartered Accountants

F-3

---

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 8, 2003 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.

|Vancouver, Canada |  | "BEAUCHAMP & COMPANY"
|----------------- |  | ---------------------
|                  |  |                      
|October 8, 2003   |  | Chartered Accountants

F-4

---

Canplats Resources CorporationAn Exploration Stage Company

BALANCE SHEETS

As at July 31

|                                         | 2003$       | 2002$      
|---------------------------------------- | ----------- | -----------
|                                        
|ASSETS                                   |             |            
|Current                                 
|Cash and cash equivalents                | 398,115     | 35,246     
|Restricted cash (note 4)                 | 27,684      | 107,607    
|Receivables                              | 11,799      | 6,019      
|Due from related parties (note 9)        | 5,954       | 10,988     
|Prepaid expense                          | 6,223       | 604        
|                                        
|Total current assets                     | 449,775     | 160,464    
|Mineral properties (note 3)              | 1,474,700   | 1,478,254  
|                                        
|Total assets                             | 1,924,475   | 1,638,718  
|                                        
|LIABILITIES AND SHAREHOLDERS' EQUITY    
|Current                                  |             |            
|Accounts payable and accrued liabilities | 79,903      | 25,359     
|Due to related parties (note 9)          | 31,042      | 30,539     
|                                        
|Total liabilities                        | 110,945     | 55,898     
|                                        
|Shareholders' equity                    
|Share capital (note 5)                   | 8,722,470   | 8,125,636  
|Deposits on share subscriptions          | --          | 106,000    
|                                        
|                                         | 8,722,470   | 8,231,636  
|Value assigned to options                | 34,300      | --         
|Deficit                                  | (6,943,240) | (6,648,816)
|                                        
|Total shareholders' equity               | 1,813,530   | 1,582,820  
|                                        
|                                         | 1,924,475   | 1,638,718  
|                                        

Nature of operations (note 1)

Subsequent events (note 14)

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.

F-5

---

Canplats Resources CorporationAn Exploration Stage Company

STATEMENTS OF LOSS AND DEFICIT

Years ended July 31

|                                         | 2003$       | 2002$       | 2001$      
|---------------------------------------- | ----------- | ----------- | -----------
|                                        
|Expenses                                 |             |             |            
|Bank charges                             | 495         | 600         | 391        
|Consulting                               | 1,875       | --          | 17,278     
|General exploration                      | 3,258       | 3,533       | --         
|Insurance                                | 604         | 6,315       | 634        
|Investor relations                       | 15,051      | 15,172      | 19,364     
|Legal, accounting and audit              | 4,200       | 7,005       | 17,815     
|Listing and filing fees                  | 8,666       | 8,683       | 3,625      
|Management administration fee (note 8)   | 18,000      | 23,500      | 10,200     
|Office                                   | 559         | 3,455       | 17,156     
|Other fees and taxes                     | 1,226       | --          | --         
|Rent (note 8)                            | 12,000      | 14,500      | 18,000     
|Salaries                                 | 12,755      | 38,738      | 50,022     
|Shareholder relations                    | 13,974      | 14,240      | 16,918     
|Telephone                                | 17          | 118         | 3,251      
|Travel and accommodation                 | 85          | --          | 3,801      
|Transfer agents                          | 12,413      | 15,692      | 6,898      
|                                        
|                                         | (105,178)   | (151,551)   | (185,353)  
|                                        
|Other income (expenses)                 
|Interest income                          | 2,318       | 1,636       | 6,419      
|Gain on debt settlement                  | --          | --          | 1,700      
|Write-off of mineral properties (note 3) | (191,564)   | (61,384)    | (23,771)   
|                                        
|                                         | (189,246)   | (59,748)    | (15,652)   
|                                        
|Loss for the year                        | (294,424)   | (211,299)   | (201,005)  
|Deficit, beginning of the year           | (6,648,816) | (6,437,517) | (6,236,512)
|                                        
|Deficit, end of the year                 | (6,943,240) | (6,648,816) | (6,437,517)
|                                        
|Weighted average number of issued shares | 12,297,680  | 9,202,413   | 3,062,700  
|                                        
|Basic loss per share                     | 0.02        | 0.02        | 0.06       
|                                        

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

F-6

---

Canplats Resources CorporationAn Exploration Stage Company

STATEMENTS OF CASH FLOWS

Years ended July 31

|                                                | 2003$     | 2002$     | 2001$    
|----------------------------------------------- | --------- | --------- | ---------
|                                               
|OPERATING ACTIVITIES                            |           |           |          
|Loss for the year                               | (294,424) | (211,299) | (201,005)
|Non-cash item:                                 
|Write-off of mineral properties                 | 191,564   | 61,384    | 23,771   
|                                               
|                                                | (102,860) | (149,915) | (177,234)
|                                               
|Net change in non-cash working capital items:  
|Amounts receivable and prepaid expenses         | (11,399)  | 10,257    | 5,164    
|Due from related parties                        | 5,034     | (10,756)  | 4,194    
|Accounts payable and accrued liabilities        | 54,544    | (5,601)   | (2,366)  
|Due to related parties                          | 50,503    | 4,011     | 9,300    
|                                               
|Cash used in operating activities               | (4,178)   | (152,004) | (160,942)
|                                               
|                                               
|INVESTING ACTIVITIES                           
|Mineral property costs                          | (184,260) | (516,669) | (541,618)
|                                               
|Cash used in investing activities               | (184,260) | (516,669) | (541,618)
|                                               
|                                               
|FINANCING ACTIVITIES                           
|Shares issued for cash                          | 544,000   | 523,500   | 1,000,000
|Deposits on share subscriptions                 | --        | 106,000   | --       
|Share issue cash costs                          | (72,616)  | (1,305)   | --       
|Deferred financing costs                        | --        | --        | (208,196)
|                                               
|Cash provided by financing activities           | 471,384   | 628,195   | 791,804  
|                                               
|                                               
|Increase (decrease) in cash                     | 282,946   | (40,478)  | 89,244   
|                                               
|Cash and cash equivalents, beginning of year    | 142,853   | 183,331   | 94,087   
|                                               
|Cash and cash equivalents, end of the year      | 425,799   | 142,853   | 183,331  
|                                               
|                                               
|Supplemental cash flow information:            
|                                               
|                                               
|Non-cash financing activities                  
|Shares issued for mineral property acquisitions | 3,750     | 36,500    | 6,250    
|Shares issued for debt settlement (note 9)      | 50,000    | --        | --       
|Share issue costs                               | (34,300)  | --        | --       
|Value assigned to options                       | 34,300    | --        | --       
|                                               
|                                                | 53,750    | 36,500    | 6,250    
|                                               
|                                               
|Non-cash investing activities                  
|Shares issued for mineral property acquisitions | 3,750     | 36,500    | 6,250    
|Mineral property costs written off              | (191,564) | (61,384)  | (23,771) 
|                                               
|                                                | (187,814) | (24,884)  | (17,521) 
|                                               

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

F-7

---

Canplats Resources CorporationAn Exploration Stage Company

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years ended July 31

|                                |            | Common Stock |       
|------------------------------- | ---------- | ------------ | ------
|
|                               
|                               
|Balance at July 31, 2000        | 1,111,303  | 5,859,097    | --    
|Conversion of special warrants 
|Series "A" Special Warrants     | 1,600,000  | 400,000      | --    
|Series "B" Special Warrants     | 970,000    | 242,500      | --    
|Series "C" Special Warrants     | 1,181,000  | 295,250      | --    
|For cash                        | 2,500,000  | 1,000,000    | --    
|For mineral properties          | 25,000     | 6,250        | --    
|Share issue costs               | --         | (236,156)    | --    
|Loss for the year               | --         | --           | --    
|                               
|Balance at July 31, 2001        | 7,387,303  | 7,566,941    | --    
|For cash                        | 2,655,000  | 523,500      | --    
|For mineral properties          | 175,000    | 36,500       | --    
|Deposits on share subscriptions | --         | 106,000      | --    
|Share issue costs               | --         | (1,305)      | --    
|Loss for the year               | --         | --           | --    
|                               
|Balance at July 31, 2002        | 10,217,303 | 8,231,636    | --    
|For cash                        | 6,230,000  | 544,000      | --    
|For mineral properties          | 50,000     | 3,750        | --    
|For debt settlement             | 500,000    | 50,000       | --    
|Share issue costs               | --         | (106,916)    | --    
|Value assigned to options       | --         | --           | 34,300
|Loss for the year               | --         | --           | --    
|                               
|Balance at July 31, 2003        | 16,997,303 | 8,722,470    | 34,300
|                               

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

F-8

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

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 and precious metal 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.

F-9

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

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.

Income taxes

Income taxes are calculated using the
liability method. Temporary differences arising from the difference between the tax basis
of an asset or liability and its carrying amount on the balance sheet are used to
calculate future income tax liabilities or assets. Future income tax liabilities or assets
are calculated using tax rates anticipated to apply in the periods that the temporary
differences are expected to reverse.

Stock-based compensation

Effective August 1, 2002, the Company
adopted a new standard for stock-based compensation. The standard sets out a fair
value-based method of accounting that is required for certain, but not all, stock-based
transactions. The fair value method must be applied to all stock-based payments to
non-employees. However, the new standard permits the Company to continue its existing
policy that no compensation cost is recorded on the granting of stock options to employees
and directors as the exercise price is equal to or greater than the market price at the
date of the grant. Consideration paid on exercise of the stock options is credited to
share capital. The standard also requires additional disclosures for options granted to
employees and directors, including disclosure of pro forma earnings and pro forma earnings
per share as if the fair value based accounting method had been used to account for
employee stock options.

Earnings (Loss) per share

The Company uses the treasury stock
method to compute the dilutive effect of options, warrants and similar instruments. Under
this method, the dilutive effect on earnings (loss) per share is recognized on the use of
the proceeds that could be obtained upon exercise of options, warrants and similar
instruments. It assumes that the proceeds would be used to purchase common shares at the
average market price during the period.

Basic earnings (loss) per share is
calculated using the weighted-average number of shares outstanding during the year.

Foreign currency
translation

Monetary items are translated at the
exchange rate in effect at the balance sheet date; non-monetary items are translated at
historical exchange rates. Income and expense items are translated at the average exchange
rate for the period. Translation gains and losses are reflected in the income (loss) for
the year.

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.

F-10

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|3. |  | MINERAL  PROPERTY  COSTS The  Company's  properties  are located in the  Voltaire  and  Nipigon  Lake areas of the Thunder Bay
     Mining Division in Ontario, Canada and in Durango State, Mexico.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         | GrandBay(Canada)$ | Geikie(Canada)$ | Posh(Canada)$ | VoltaireJohnspine(Canada)$ | BlackSturgeon(Canada)$ | Stucco(Canada)$ | Mikinak(Canada)$ | Tartan(Canada)$ | Rodeo(Mexico)$ | OtherProperties(Canada)$ | Total$   
|------------------------ | ----------------- | --------------- | ------------- | -------------------------- | ---------------------- | --------------- | ---------------- | --------------- | -------------- | ------------------------ | ---------
|                        
|Balance - July 31, 2001  | 86,707            | 190,525         | 125,409       | 369,805                    | 74,249                 | 37,022          | 36,273           | 26,560          | --             | 39,919                   | 986,469  
|                        
|Acquisition costs        | --                | 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               | 28,913            | 26,206          | 2,500         | 41,476                     | 5,382                  | --              | 13,294           | --              | --             | 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             | 2,866             | 10,224          | --            | --                         | 5,971                  | --              | 6,071            | --              | --             | --                       | 25,132   
|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 year             | 103,084           | 164,876         | 48,675        | 196,665                    | 18,909                 | 2,665           | 10,469           | 680             | --             | 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
|                        
|Acquisition costs        | --                | 2,000           | --            | --                         | --                     | (125)           | --               | --              | 9,103          | --                       | 10,978   
|                        
|Assaying                 | --                | 6,132           | --            | --                         | --                     | --              | --               | --              | --             | --                       | 6,132    
|Claim taxes              | --                | --              | --            | --                         | --                     | --              | --               | --              | 781            | --                       | 781      
|Consulting               | 118               | 3,618           | --            | 3,618                      | --                     | --              | 118              | --              | --             | --                       | 7,472    
|Drafting                 | --                | 1,548           | --            | 93                         | --                     | --              | --               | --              | 144            | --                       | 1,785    
|Drilling                 | --                | 74,376          | --            | --                         | --                     | --              | --               | --              | --             | --                       | 74,376   
|Finders fee              | --                | --              | --            | --                         | --                     | --              | --               | --              | 23,406         | --                       | 23,406   
|Geology                  | 800               | 14,798          | 2,732         | 2,458                      | --                     | 732             | 400              | --              | --             | --                       | 21,920   
|Geophysics               | 899               | 14,045          | 5,113         | 7,480                      | 567                    | 732             | 967              | --              | --             | 800                      | 30,603   
|Living costs             | 652               | 1,143           | 652           | 652                        | --                     | --              | --               | --              | --             | --                       | 3,099    
|Office expense-field     | --                | 501             | 17            | --                         | --                     | --              | --               | --              | 66             | 111                      | 695      
|Storage                  | 600               | 600             | 600           | 600                        | --                     | --              | --               | --              | --             | --                       | 2,400    
|Surveying                | --                | 1,090           | --            | --                         | --                     | --              | --               | --              | --             | --                       | 1,090    
|Travel                   | 6                 | 3,255           | 6             | 6                          | --                     | --              | --               | --              | --             | --                       | 3,273    
|                        
|Exploration costs        |                  
|for the year             | 3,075             | 121,106         | 9,120         | 14,907                     | 567                    | 1,464           | 1,485            | --              | 24,397         | 911                      | 177,032  
|                        
|Costs written off        |                  
|during the year          | --                | --              | --            | (20,080)                   | (93,725)               | --              | (44,027)         | --              | --             | (33,732)                 | (191,564)
|                        
|Balance - July 31, 2003  | 192,866           | 491,007         | 183,204       | 561,947                    | --                     | 12,176          | --               | --              | 33,500         | --                       | 1,474,700
|                        

F-11

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

3.    
          MINERAL PROPERTY COSTS (continued)

PRINCIPAL PROPERTIES

Grand Bay, Canada

The Company had 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. In January 2002, the Company met its obligations
to earn a 50% interest in the property by incurring $100,000 in exploration on the
property, but failed to spend the $500,000 by June 30, 2003. The property is subject to a
1% net smelter return (NSR) which the Company can purchase for $500,000.

Geikie, Canada

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 (issued) in four equal installments of 25,000 shares in six month
intervals (note 5), and the granting of a 1% NSR which may be repurchased by the Company
for $500,000. Of the original claims, only 4 claims (60 units) remain. An additional 27
mineral claims (381 units) have been staked, of which 3 mineral claims (40 units) remain.

Posh, Canada

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. In January
2002, the Company met its obligations to earn a 50% interest in the property by incurring
$100,000 in exploration on the property, but failed to spend the $500,000 by June 30,
2003. A 1% NSR in the property can be purchased for $500,000. Of the original claims, only
2 claims (32 units) remain.

Voltaire-Johnspine, Canada

The 100%-owned Voltaire-Johnspine
Property consisted 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 26 mineral claims (263 units) and is located approximately 5 km southwest of the Gull
River Indian Reservation and 65 km north of the Lac des Iles mine. The Chief Bay block of
claims were allowed to lapse in fiscal 2003 and all costs associated with this block or
claims were written off.

Black Sturgeon, Canada

The Company had a 100% interest in
the 4 mineral claims (64 units). The claims were allowed to lapse in fiscal 2003 and all
costs associated with the property were written off.

Stucco, Canada

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 September 2001, the Company signed
an option agreement with Platinum Group Metals Ltd. (PGM) whereby PGM can earn
up to a 60% interest in the Stucco property. Under the terms of the agreement, PGM can
earn a 51% interest in the property through cash payments totalling $65,000 ($40,000 paid)
and exploration and development expenditures of $1,000,000 over four years. PGM may earn
an additional 9% interest in the property by completing a feasibility study. PGM have
advised a total of $161,473 has been spent on the property.

F-12

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

3.    
          MINERAL PROPERTY COSTS (continued)

Mikinak, Canada

The Company had 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 property was 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 (Teck). 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 gave notice
that it was terminating the agreement. The claims were allowed to lapse in fiscal 2003 and
all costs associated with the property were written off.

Tartan, Canada

The Company had 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.

Rodeo, Mexico

In fiscal 2003, the Company acquired
through staking a 100% interest in the Rodeo property located 150 kilometers north of
Durango, Mexico. The property is subject to a finders fee consisting of US $5,000 on
acquisition; the greater of US $5,000 every six months thereafter or 2% of all direct
exploration expenditures and a 0.25% net smelter royalty. The finders fee is capped
at US $500,000. To July 31, 2003 $23,406 (US $17,250, including IVA) in finders fees
have been paid.

OTHER PROPERTIES

Awl Lake, Canada

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). The claims were allowed to lapse in
fiscal 2003 and all costs associated with the property were written off.

Plateau Lake, Canada

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. The claims were allowed
to lapse in fiscal 2003 and all costs associated with the property were written off.

North Fintry, Canada

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

Circle Lake, Canada

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.

F-13

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

3.    
          MINERAL PROPERTY COSTS (continued)

Boomer Lake, Canada

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, 2003, the Company raised a total of $81,000 in proceeds from the
private placement of 540,000 flow-through common shares (note 5). 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, 2003, the unspent cash balance was $27,684.

5.    
          SHARE CAPITAL

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

The Company had the following shares
issued and outstanding:

|                                      | Number ofShares | $        
|------------------------------------- | --------------- | ---------
|                                     
|Balance, July 31, 2001                | 7,387,303       | 7,566,941
|For cash:                            
|Private placements (a)                | 150,000         | 22,500   
|Private placements - flow-through (a) | 2,505,000       | 501,000  
|For mineral properties (note 3)       | 175,000         | 36,500   
|Share issue costs                     | --              | (1,305)  
|Deposits on share subscriptions (b)   | --              | 106,000  
|                                     
|Balance, July 31, 2002                | 10,217,303      | 8,231,636
|For cash:                            
|Private placements (b)                | 690,000         | 44,000   
|Private placements - flow-through (b) | 540,000         | --       
|Short form offering (c)               | 5,000,000       | 500,000  
|For mineral properties (note 3)       | 50,000          | 3,750    
|For debt settlement (note 9)          | 500,000         | 50,000   
|Share issue costs (c)                 | --              | (106,916)
|                                     
|                                      | 16,997,303      | 8,722,470
|                                     

As at July 31, 2003, the Company had 69,000
(2002  138,000) shares subject to escrow agreements.

|(a) | 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | 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 fiscal year-end 2002 with the shares issued on August 2, 2002. In
          February 2003, the Company issued 440,000 common shares at $0.10 per share
          through a private placement for total proceeds of $44,000.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|5. | SHARE CAPITAL (continued)
|-- | -------------------------

|(c) | In June 2003, the Company closed a short form offering of 5,000,000 units at a
          price of $0.10 per unit for gross proceeds of $500,000. Each unit is comprised
          of one common share and one non-transferable common share purchase warrant. Each
          warrant will entitle the holder to purchase one additional common share,
          exercisable at $0.20 per share, until June 3, 2004. The Company granted the
          agents an option to acquire 750,000 units, at an exercise price of $0.10 per
          unit, until June 3, 2005. The units issuable on exercise of the option have the
          same terms as the short form offering units. Total costs associated with this
          financing were $106,916 consisting of $72,616 in cash costs and $34,300 as the
          fair value assigned to the options granted to the agents.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value of the agents options was estimated at the grant date based on the
Black-Scholes option-pricing model, using the following assumptions:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

|                                |          
|------------------------------- | ---------
|Expected dividend yield         | nil      
|Average risk-free interest rate | 3.1%     
|Expected life                   | 1.0 years
|Expected volatility             | 143%     

| | Option
pricing models require the input of highly subjective assumptions including the expected
price volatility. Changes in the subjective input assumptions can materially affect the
fair value estimate, and therefore, the existing models do not necessarily provide a
reliable measure of the fair value of the Companys stock options.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | STOCK OPTIONS
|-- | -------------

|(a) | The Company has a comprehensive share option plan for its employees, directors,
          officers and consultants. The plan provides for the issuance of options to
          acquire up to a total of 1,400,000 common shares. The exercise price of each
          option shall not be less than 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:
| | -------------------------------------------------------------------------

|                    |           | 2003 |           | 2002
|------------------- | --------- | ---- | --------- | ----
|                   
|
|                   
|Options outstanding |           |      |           |     
|at August 1         | 1,040,000 | 0.50 | 1,040,000 | 0.50
|Forfeited           | (100,000) | 0.50 | --        | --  
|                   
|Options outstanding
|and exercisable    
|at July 31          | 940,000   | 0.50 | 1,040,000 | 0.50
|                   

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

|(b) | Options to buy 750,000 units of the short form offering of June 2003 were issued
          to the agents of the offering. The agents have to June 3, 2005 to exercise
          options on the units. The agents have the option to acquire up to 750,000 shares
          over the two year period and up to 750,000 warrants can be issued until June 3,
          2004 (note 5(c)).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-15

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|7. | WARRANTS
|-- | --------

Warrants issued are as follows:

|                     |             | 2003   |           | 2002
|-------------------- | ----------- | ------ | --------- | ----
|                    
|
|                    
|Warrants outstanding |             |        |           |     
|at August 1          | 3,401,000   | 0.37   | 3,901,000 | 0.37
|Issued (note 5(c))   | 5,000,000   | 0.20   | --        | --  
|Exercised            | --          | --     | --        | --  
|Expired              | (3,401,000) | (0.37) | (500,000) | 0.50
|                    
|Warrants outstanding | 5,000,000   | 0.20   | 3,401,000 | 0.37
|at July 31           |            
|                    

During the current year-end all
remaining warrants outstanding at July 31, 2002 expired unexercised on September 30, 2002.

At July 31, 2003 a total of 5,000,000
warrants at an exercise price of $0.20 remained outstanding. The expiry date of these
warrants is June 3, 2004 and the weighted average remaining life is 0.8 years. A further
750,000 warrants may be issued up to June 3, 2004 as part of the agents option relating to
the short form offering (note 5(c) and 6(b)).

|8. | COMMITMENTS
|-- | -----------

|(a) | The Company has entered into a Management Services Agreement with Silver
          Standard Resources Inc., a company in which two directors are also directors of
          the Company. 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 $1,500 per month. An additional $1,000 per month
          was charged for office space and furnishings used by the Company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | In June 2003, the Company entered into an agreement with a non-related company
          to provide financial public relations services. The term of the agreement is one
          year expiring June 15, 2004, subject to a 30-day termination notice. The Company
          will pay an amount ranging up to $8,500 per month plus approved expenses solely
          in cash, for financial public relations services, communications materials and
          travel.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

|(a) | The Company entered into the following transactions with related parties:
|--- | -------------------------------------------------------------------------

|(i) |  | Paid or accrued $68,879 (2002  $173,392) 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). During the year
          500,000 shares at $0.10 per share were issued to Silver Standard as settlement
          of $50,000 of debt obligations.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 $5,034 (2002
           $28,472) to East West for the share of the exploration office. The
          Company received or accrued $NIL (2002  $22,598) from East Wests
          share of the mineral property option agreements.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | The Company had 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. There were no amounts
          received or paid by the Company to Prism in fiscal 2003 and 2002.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-16

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|9. | RELATED PARTY TRANSACTIONS (continued)
|-- | --------------------------------------

|(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, 2003 are the following:
|--- | --------------------------------------------------------------------------------

|(i) | $5,954 (2002  $10,988) due from East West
|--- | ------------------------------------------

|(ii) | $31,042 (2002 $30,539) payable to Silver Standard.
|---- | ---------------------------------------------------

10.    
          INCOME TAXES

As at July 31, 2003, the Company had
available for deduction against future taxable income, net loss carryforwards of
approximately $666,800 (2002  $701,000). These losses, if unutilized, expire from
2004 and 2010. Subject to certain restrictions, the Company has further resource
development, exploration and finance expenses totalling approximately $4,774,800 (2002
 $4,654,000) 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:

|                                                           | 2003$       | 2002$      
|---------------------------------------------------------- | ----------- | -----------
|                                                          
|Long term future tax assets:                               |             |            
|Non capital loss carryforwards                             | 256,400     | 277,700    
|Book amortization in excess of tax CCA and resource claims | 1,268,900   | 1,204,400  
|Finance charges                                            | 59,000      | 56,500     
|                                                          
|Total future tax assets                                    | 1,584,300   | 1,538,600  
|Less:  Valuation allowance for future tax assets           | (1,584,300) | (1,538,600)
|                                                          
|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:

|                                                             | 2003$     | 2002$    
|------------------------------------------------------------ | --------- | ---------
|                                                            
|Loss before taxes                                            | (294,424) | (211,299)
|                                                            
|Income taxes at statutory rates of 38.5% (2002 - 39.6%)      | (113,400) | (83,700) 
|Non deductible expenses and adjustment for income tax        | 51,100    | 7,100    
|Unrecognized benefit of net operating losses carried forward | 62,300    | 76,600   
|                                                            
|                                                             | -         | -        
|                                                            

F-17

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

11.    
          SEGMENTED INFORMATION

The Company has one operating
segment, which is the exploration and development of mineral resource properties. Mineral
property expenditures by property are detailed in note 3. Segmented assets by geographic
location are as follows:

|                       | Canada$   | Mexico$ | 2003Total$ | Canada$   | Mexico$ | 2002Total$
|---------------------- | --------- | ------- | ---------- | --------- | ------- | ----------
|                      
|Mineral property costs | 1,441,200 | 33,500  | 1,474,700  | 1,478,254 | --      | 1,478,254 
|                      

12.    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. |  | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES (GAAP)
|--- |  | -----------------------------------------------------------------------------------------------------------------

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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-18

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|13. |  | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES (GAAP) continued
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

|(b) |  | Common Stock (continued)
|--- |  | ------------------------

| | 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 2003 and 2002 fiscal years,
no stock options were granted by the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
accordance with SFAS 123, the following is a summary of the changes in the Companys
stock options for the 2003, 2002 and 2001 fiscal years:
| | -----------------------------------------------------------------------------------------------------------------------------------------------

|                                 | 2003      | 2002 | 2001     
|-------------------------------- | --------- | ---- | ---------
|                                
|
|                                
|Balance at beginning of year     | 1,040,000 | 0.50 | 1,040,000
|Granted                          | --        | --   | --       
|Forfeited                        | (100,000) | 0.50 | --       
|                                
|Outstanding at end of year       | 940,000   | 0.50 | 1,040,000
|                                
|Exercisable at end of year       | 940,000   | 0.50 | 1,040,000
|                                
|Weighted-average fair value of   |          
|options  granted during the year |           | --   |          
|                                 |           |      |          

| | 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 31%; option lives of
three years; and no expected dividends. During the 2003 and 2002 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 2003, 2002, and 2001 fiscal years:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      | 2003$       | 2002$     | 2001$      
|--------------------- | ----------- | --------- | -----------
|                     
|                      | As Reported | Pro Forma | As Reported
|                     
|Net loss for the year | (290,870)   | (290,870) | (703,084)  
|                     
|Basic and diluted    
|Loss per share        | (0.02)      | (0.02)    | (0.08)     
|                     

F-19

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|13. |  | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES (GAAP)  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                                 | 2003$       | 2002$       | 2001$      
|---------------------------------------------- | ----------- | ----------- | -----------
|                                              
|Assets                                        
|Mineral properties under Canadian GAAP         | 1,474,700   | 1,478,254   | 986,469    
|Add back write-off of mineral properties under
|Canadian GAAP                                  | 191,564     | 61,384      | 23,771     
|Mineral property expenditures expensed        
|under U.S. GAAP                                | (188,010)   | (553,169)   | (547,868)  
|Cumulative historical adjustments              | (1,478,254) | (986,469)   | (462,372)  
|                                              
|Mineral properties under U.S. GAAP             | --          | --          | --         
|                                              
|Total Assets under U.S. GAAP                   | 449,775     | 160,464     | 200,443    
|                                              
|                                              
|Shareholders' Equity                          
|Deficit under Canadian GAAP                    | (6,943,240) | (6,648,816) | (6,437,517)
|Deduct net loss under Canadian GAAP            | 294,424     | 211,299     | 201,005    
|Add net loss under U.S. GAAP                   | (290,870)   | (703,084)   | (725,102)  
|Cumulative historical adjustments              | (1,478,254) | (986,469)   | (462,372)  
|                                              
|Deficit under U.S. GAAP                        | (8,417,940) | (8,127,070) | (7,423,986)
|                                              
|Total Shareholders' Equity                     |            
|Under U.S. GAAP                                | 338,830     | 104,566     | 142,955    
|                                              
|                                              
|                                              
|STATEMENTS OF OPERATIONS                      
|                                              
|Loss for the year under Canadian GAAP          | (294,424)   | (211,299)   | (201,005)  
|Add back write-off of mineral properties under
|Canadian GAAP                                  | 191,564     | 61,384      | 23,771     
|Mineral property expenditures expensed        
|under U.S. GAAP                                | (188,010)   | (553,169)   | (547,868)  
|                                              
|Loss for the year under U.S. GAAP              | (290,870)   | (703,084)   | (725,102)  
|                                              

F-20

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|13. |  | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES (GAAP)  continued
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

|(c) |  | Application of U.S. GAAP to Financial Statements (continued)
|--- |  | ------------------------------------------------------------

|STATEMENTS OF CASH FLOWS                                | 2003$     | 2002$     | 2001$    
|------------------------------------------------------- | --------- | --------- | ---------
|                                                       
|Operating Activities                                   
|Loss for the year under U.S. GAAP                       | (290,870) | (703,084) | (725,102)
|Non-cash issue of shares for property                   | 3,750     | 36,500    | 6,250    
|Other components of operating activities which         
|are similar under Canadian and U.S. GAAP                | 98,682    | (2,089)   | 16,292   
|                                                       
|Net cash provided by (used for) operating              
|activities under U.S. GAAP                              | (188,438) | (668,673) | (702,560)
|                                                       
|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:
| | --------------------------------------------------------------------------------------------------------------------------

|                                                  | 2003$      | 2002$     | 2001$    
|------------------------------------------------- | ---------- | --------- | ---------
|                                                  |           
|Numerator, net loss for the year under U.S. GAAP  | (290,870)  | (703,084) | (725,102)
|                                                  |           
|Denominator:                                     
|Weighted-average number of shares                
|under Canadian GAAP                               | 12,297,680 | 9,202,413 | 3,062,700
|Effect of escrow shares excluded from            
|the denominator under U.S. GAAP                   | (69,000)   | (138,000) | (76,562) 
|                                                  |           
|Weighted-average number of shares under U.S. GAAP | 12,228,680 | 9,064,413 | 2,986,138
|                                                  |           
|Basic and diluted loss per share under U.S. GAAP  | (0.02)     | (0.08)    | (0.24)   
|                                                  |           

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

F-21

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|13. |  | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES (GAAP)  continued
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

|(e) |  | Impact of Recently
                   Issued Accounting Standards
|--- |  | -----------------------------------------------------------------

| | The
FASB has issued No. 143, Accounting for Asset Retirement Obligations. This
statement addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement costs. It
requires that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable estimate of fair value
can be made. The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. The Company does not expect that the implementation of
SFAS No. 143 will have a material impact on its financial position or results of
operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
FASB has issued SFAS No. 146, Accounting for Costs Associated with exit or disposal
activities. Under this standard, exit costs and restructuring liabilities generally
will be recognized only when incurred. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The Company does not expect that
the implementation of these guidelines will have a material impact on its financial
position or results of operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Accounting Standards Board of the Canadian Institute of Chartered Accountants (CICA) has
issued CICA 3063, Impairment of Long-Lived Assets. This statement establishes
standards for recognition, measurement and disclosure of the impairment of non-monetary
long-lived assets, including property, plant and equipment, intangible assets with finite
useful lives, deferred pre-operating costs and long-term prepaid assets. The Company does
not expect that the implementation of this new standard will have a material impact on its
financial position or results of operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
CICA has approved, subject to written ballot, a new Handbook section, Asset
Retirement Obligations, to replace the current guidance on future removal and site
restoration costs included in CICA 3061, Property, Plant and Equipment. The
standard, which is similar to SFAS No. 143, is effective for years beginning on or after
January 1, 2004. The standard requires recognition of a liability at its fair value for
the obligation associated with the retirement of a tangible long-lived asset. A
corresponding asset retirement cost would be added to the carrying amount of the related
asset and amortized to expense over the useful life of the asset. The Company does not
expect that the implementation of these guidelines will have a material impact on its
financial position or results of operations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. |  | SUBSEQUENT EVENTS
|--- |  | -----------------

|(a) |  | In early August 2003, the Company reported it had entered into a lease with
               option to purchase agreement for a 100% interest in the Yerbabuena epithermal
               gold prospect located approximately 150 kilometres north-northwest of Durango,
               Mexico. The property consists of two concessions totalling 1,256 hectares
               (3,103.5 acres) and is subject to a 2% net smelter royalty.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the terms of the agreement with La Cuesta International, Inc., owner of the Yerbabuena
property, the Company may make staged payments totalling US $62,500 over three years and
US $30,000 annually thereafter, plus applicable taxes, to lease the property. The Company
may purchase the property for a total consideration of US $2,000,000 in pre-production and
production royalty payments.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-22

---

Canplats Resources CorporationAn Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS For the years ended July 31, 2003 and 2002

|(b) |  | In October 2003, the Company entered into a letter agreement to acquire the
               Santa Lucia epithermal gold property located in the state of Baja California
               Norte, Mexico. Under the terms of the agreement, the Company will acquire the
               4,550-hectare (17.6 square mile) property by covering the staking costs and by
               paying the vendor US $20,000, plus applicable taxes, by December 12, 2003. The
               Company has also agreed to pay the vendor US $5,000 every six months thereafter
               or 2% of all direct exploration expenditures, whichever is greater, and a 0.25%
               net smelter royalty or US $10,000 per year, whichever is greater, on
               commencement of production. Total payments made to the vendor are capped at US
               $500,000.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | The Company has granted to Silver Standard Resources Inc. a right of first offer
               on all properties referred to the Company by Silver Standard. Under the terms of
               the right of first offer, if the Company intends to dispose of an interest in
               any referred property, the Company must give Silver Standard the first
               opportunity to acquire the interest. The Companys Rodeo, Yerbabuena and
               Santa Lucia properties are subject to the right of first offer.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-23

---

END FINANCIAL STATEMENTS

---

Table of Contents

SIGNATURES

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

| | Canplats Resources Corporation         
| | ---------------------------------------
| |                                        
| | (Company)                              
|
|
| | By:   /s/ R.E. Gordon Davis            
| |                                        
| | R.E. Gordon Davis, President & Director

Date: December 16, 2003

- 41 -

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Table of Contents

Exhibit 12.1

CERTIFICATION
AS ADOPTED 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 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 report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
               included in this report, fairly present in all material respects the financial
               condition, results of operations and cash flows of the company as of, and for,
               the periods presented in this report;
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The companys other certifying officer(s) and I are responsible for
               establishing and maintaining disclosure controls and procedures (as defined in
               Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
               reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
               company and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our supervision, to ensure that
                    material information relating to the company, including its consolidated
                    subsidiaries, is made known to us by others within those entities, particularly
                    during the period in which this report is being prepared;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Designed such internal control over financial reporting, or caused such internal
                    control over financial reporting to be designed under our supervision, to
                    provide reasonable assurance regarding the reliability of financial reporting
                    and the preparation of financial statements for external purposes in accordance
                    with generally accepted accounting principles;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Evaluated the effectiveness of the companys disclosure controls and
                    procedures and presented in this report our conclusions about the effectiveness
                    of the disclosure controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Disclosed in this report any change in the companys internal control over
                    financial reporting that occurred during the period covered by the annual report
                    that has materially affected, or is reasonably likely to materially affect, the
                    companys internal control over financial reporting; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The companys other certifying officer(s) and I have disclosed, based on
               our most recent evaluation of internal control over financial reporting, to the
               companys auditors and the audit committee of the companys board of
               directors (or persons performing the equivalent functions):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | All significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the companys ability to record, process, summarize and
                    report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the companys internal control over
                    financial reporting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:   December 16, 2003

| | /s/ R.E. Gordon Davis 
                                                     ____________________________
                                                     R.E. Gordon Davis
                                                     President
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 42/43 -

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Table of Contents

Exhibit 12.2

CERTIFICATION 
AS ADOPTED 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 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 report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
               included in this report, fairly present in all material respects the financial
               condition, results of operations and cash flows of the company as of, and for,
               the periods presented in this report;
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The companys other certifying officer(s) and I are responsible for
               establishing and maintaining disclosure controls and procedures (as defined in
               Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
               reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
               company and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Designed such disclosure controls and procedures, or caused such disclosure
                    controls and procedures to be designed under our supervision, to ensure that
                    material information relating to the company, including its consolidated
                    subsidiaries, is made known to us by others within those entities, particularly
                    during the period in which this report is being prepared;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Designed such internal control over financial reporting, or caused such internal
                    control over financial reporting to be designed under our supervision, to
                    provide reasonable assurance regarding the reliability of financial reporting
                    and the preparation of financial statements for external purposes in accordance
                    with generally accepted accounting principles;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Evaluated the effectiveness of the companys disclosure controls and
                    procedures and presented in this report our conclusions about the effectiveness
                    of the disclosure controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Disclosed in this report any change in the companys internal control over
                    financial reporting that occurred during the period covered by the annual report
                    that has materially affected, or is reasonably likely to materially affect, the
                    companys internal control over financial reporting; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The companys other certifying officer(s) and I have disclosed, based on
               our most recent evaluation of internal control over financial reporting, to the
               companys auditors and the audit committee of the companys board of
               directors (or persons performing the equivalent functions):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | All significant deficiencies and material weaknesses in the design or operation
                    of internal control over financial reporting which are reasonably likely to
                    adversely affect the companys ability to record, process, summarize and
                    report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Any fraud, whether or not material, that involves management or other employees
                    who have a significant role in the companys internal control over
                    financial reporting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:   December 16, 2003

| | /s/  Ross A. Mitchell 
                                                     ____________________________
                                                     Ross A. Mitchell
                                                     Vice President, Finance
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 44/45 -

---

Table of Contents

Exhibit 13.1

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

In  connection  with the Annual  Report on Form 20-F of Canplats  Resources  Corporation  for the year ended July 31, 2003, as
   filed with the Securities and Exchange  Commission on the date hereof (the "Amended Annual Report"),  I hereby 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 fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

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

Date:   December 16, 2003

| | /s/ R.E. Gordon Davis 
                                                     ____________________________
                                                     R.E. Gordon Davis
                                                     President
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 46 -

---

Table of Contents

Exhibit 13.2

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

In  connection  with the Annual  Report on Form 20-F of Canplats  Resources  Corporation  for the year ended July 31, 2003, as
filed with the Securities and Exchange  Commission on the date hereof (the "Amended Annual Report"),  I hereby 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 fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

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

Date:   December 16, 2003

| | /s/  Ross A. Mitchell 
                                                     ____________________________
                                                     Ross A. Mitchell
                                                     Vice President, Finance
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 47 -

---