(a)  During the period, 4,783,334 common shares were issued as follows:

    i)   1,333,334 upon exchange of Special Warrants

    ii)  2,500,000 upon conversion of $500,000 mortgage

    iii)  600,000 upon exercise of stock options for proceeds of $111,000

    iv)  350,000 upon exercise of warrants for proceeds of $70,000

(b)  During the period, 1,400,000 stock options were granted under the stock option plan, at prices between $0.185 and $0.20, 325,000 options expired and 600,000 were exercised, resulting in outstanding options totalling 3,345,400.

(c)  Subsequent to the end of the period, a further 156,500 warrants were exercised for proceeds of $31,300.  At November 5, 2002, the issued and outstanding common shares of the Company totalled 57,954,490 and on a fully diluted basis there would be 63,925,606 common shares outstanding.

MANAGEMENT DISCUSSION AND ANALYSIS
Nine months Ended September 30, 2002

This MD&A reflects the period ended September 30, 2002 and should be read in conjunction with the MD&A included in the 2001 Annual Report.

RESULTS OF OPERATIONS

During the three months and the nine months ended September 30, 2002, the Company incurred losses of $84,000 and $669,000, respectively, compared to losses of $88,000 and $677,000 in the corresponding periods of 2001.  Interest income on excess cash balances continued to decline.  General and administrative expense have been lower due to reduced activity and cut backs.

Expenditures on exploration projects for the three months and the nine months ended September 30, 2002 were $75,000 and $258,000, respectively, compared to expenditures of $385,000 and $1,379,000 in the corresponding periods of 2001.  The significant reduction in project expenditures in 2002 is principally due to the Company's limited cash resources and adverse equity market conditions.  In view of these conditions, the Company is currently evaluating its financing alternatives and reviewing the priorities of the various projects.  Under the Mel Property Agreement terms, the Company is required to fund exploration of $808,000 prior to August 2003.

LIQUIDITY AND CAPITAL RESOURCES

Having no producing properties, the Company has financed its activities through sales of its equity securities and debt.  In the first nine months of 2002, operating activities used $321,000 and $142,000 was spent on exploration projects offset by financings received of $200,000 in convertible notes and the exercise of warrants and options for $181,000 resulting in cash balances of $32,000 at Sept. 30, 2002. The $500,000 mortgage loan repayable in November 2002, was repaid by the issuance of 2,500,000 common shares of the Company.  Subsequent to the end of the period, a further 156,500 warrants were exercised resulting in proceeds of $31,300.

OUTLOOK

Following is a brief commentary on the status of active exploration and development projects and prospects of new discoveries over the near term: 
 

Since August 1999, Nuinsco has spent over $1.5 million for nickel exploration work on the Mel project at Thompson, Manitoba and, working with Inco, has advanced the project to the drill-ready stage.  Seven high priority drill targets will be further defined with state-of-the-art geophysics prior to diamond drilling by Nuinsco.  At the same time, a small fieldwork program on the Prairie Lake carbonatite complex near Marathon, Ontario has yielded high grade tantalum values in pyrochlore, suggesting that future follow-up exploration may produce mineable tantalum and niobium.

The Company's Rainy River property with drill-ready base and precious metal targets is still on hold awaiting only funds to drill test excellent MT geophysical anomalies.  Also, the Cameron Lake gold property, with its proven gold resource is being maintained in inventory awaiting a rise in the price of gold.

Your Company goes to great effort and expense to maintain and constantly update its website.  Shareholders are urged to keep themselves informed of ongoing news of our affairs by periodically checking the website.  Since early September, four press releases posted on our website have been disseminated broadly through CNNMathews, a major newswire service.  These releases provide full and true disclosure of our activities.  Exploration will be starting shortly on the winter work program with Inco at the Mel project in Thompson, Manitoba.  Shareholders should pay careful attention to the four releases mentioned and watch out for future  releases.