Washington, D.C. 20549

(Mark One)

or

Commission file number 0-17480

(Exact name of registrant as specified in charter)

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

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

(Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)

The aggregate market value of common stock held by non-affiliates of the registrant as of June 28, 2002 was approximately $1,556,000. Shares of common stock held by officers and directors of the registrant are not included in the computations, however, the registrant made no determination that such individuals are "affiliates" within the meaning of Rule 405 of the Securities Act of 1933.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Act subsequent to the distribution of securities under a plan confirmed by a court.

There were 4,393,923 shares of common stock, $0.01 par value, outstanding on March 7, 2003.

This Form 10-K consists of 54 pages

Exhibit Index Begins on Page 47

          This Annual Report on Form 10-K contains statements that constitute "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These statements can be identified by the fact that they do not relate strictly to historical information and include the words "expects", "believes", "anticipates", "plans", "may", "will", "intend", "estimate", "continue" or other similar expressions. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those currently anticipated. These risks and uncertainties include, but are not limited to, items discussed below in this section and elsewhere in this Form 10-K. Forward-looking statements speak only as of the date made. We undertake no obligation to publicly release or update forward-looking statements, whether as a result of new information, future events or otherwise. You are, however, advised to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and any reports made on Form 8-K to the Securities and Exchange Commission. These forward-looking statements may be adversely affected by a number of factors, which may include the following:

                    Adverse results relating to the permitting process for our Buckhorn Mtn. Project;

                    Fluctuations in gold prices;

                    Fluctuations in the price of Solitario stock based on its results of operations or other factors;

                    Other unanticipated events affecting Crown or its properties.

          (a) Overview

          Crown Resources Corporation ("Crown") is a precious metals exploration company operating in the western United States. Crown owns 41.2% of Solitario Resources Corporation ("Solitario"), which was consolidated prior to Solitario's acquisition of Altoro Gold Corporation ("Altoro"). Crown's investment in Solitario since October 2000 is accounted for under the equity method of accounting. Solitario operates as a precious and base metals exploration company in Brazil, Bolivia and Peru.

          Our principal expertise is in identifying properties with promising mineral potential, acquiring these properties and exploring them to an advanced stage. Our goal is to advance its properties, either on our own or through joint ventures, to the feasibility study stage and thereafter to pursue development of the properties, typically through a joint venture with a partner that has expertise in mining operations. We have in the past recognized, and expect in the future to recognize, revenues from the option and sale of property interests to joint venture partners and from the sale of our share of metals produced on our properties.

          We currently have limited financial resources and, accordingly are not engaged directly in any significant exploration activity other than at our Buckhorn Mtn. Project, which is described in Item 2. Our current objective is to complete the permitting process for development of our Buckhorn Mtn. Project. Unless we are successful in these objectives, it is unlikely that we will be in a position in the foreseeable future to pursue additional exploration or development projects. Furthermore, we will need significant additional financial resources to develop the Buckhorn Mtn. Project and we cannot assure you that we will be able to obtain such financial resources.

          Crown was incorporated under the laws of the State of Washington in August 1988. Unless otherwise indicated by the context, all references to Crown, "we", "us" or similar pronouns in this report shall be read to refer to Crown Resources Corporation and its subsidiaries. We file annual reports, quarterly reports, proxy statements and other information with the Securities and Exchange Commission (SEC). You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains our reports, proxy statements, and other information.

          (b) Recent Developments

          On February 7, 2003 Crown's Board of Directors authorized the issuance of up to $3 million in 10% Convertible Subordinated Promissory Notes due 2006 Series B (the "Subordinated B Notes"). On February 21, 2003, we closed the financing by issuing $2.7 million of the Subordinated B Notes. The Subordinated B Notes are convertible into common stock of Crown at $0.75 per share. There is no beneficial conversion feature for the Subordinated B Note as the market price was below the conversion price when the transaction closed. The Subordinated B Notes pay interest at 10% in stock or cash at our option, and mature on October 19, 2006, the same date as our Senior, Secured and Subordinated Notes, each as defined below. Solitario invested $400,000 in the Subordinated B Notes on the same terms as all other investors.

          On March 8, 2002, we filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the District of Colorado (the "Court"). As part of the Bankruptcy we filed a Plan of Reorganization (the "Plan") and a Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the Court confirmed the Plan, which became effective on June 11, 2002 (the "Effective Date"). As part of the Plan, we restructured its existing $15 million 5.75% Convertible Subordinated Debentures due August 2001 (the "Debentures"). The restructuring was completed through an exchange of outstanding Debentures, including any accrued interest thereon for the following consideration, which are being proportionally distributed to each Debenture holder:

          In order to effect the Plan on the Effective Date, we entered into a Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (the "Disbursing Agent") as well as trust indentures with Deutsche Bank Trust Company, Americas, as Trustee on the Secured Notes and with Wells Fargo Bank Minnesota, N.A. as Trustee on the Subordinated Notes. We also transferred $1 million to the Disbursing Agent on the Effective Date. As of December 31, 2002, the Disbursing Agent had delivered $820,000 in cash, $1,639,000 in Secured Notes, $3,279,000 in Subordinated Notes (including any accrued and paid interest from June 11, 2002) and Warrants to purchase 4,683,799 shares of Crown common stock to Debenture holders who had presented $12,295,000 in Debenture certificates. As of March 7, 2003, $1,605,000 in Debenture certificates have not been presented. Pending presentation of these $1,605,000 in Debenture certificates to the Disbursing A gent, all interest due on any undistributed Secured and Subordinated Notes will be paid to the Disbursing Agent for the benefit of any Debenture holders who subsequently tender their certificates. The Debenture holders have until June 2007 to present their certificates, at which time any undistributed cash, notes and warrants will revert to us.

          The Plan provided that all of our other liabilities would be paid in the normal course.

          As part of the Plan, we effected a one for five reverse split on the Effective Date of the currently outstanding common stock, while maintaining the conversion and exercise prices of the Senior Notes, the Secured Notes, the Subordinated Notes and the related warrants. Under the Plan, any shareholder holding less than 500 shares prior to the one for five reverse split and the holder of our Preferred Stock received no distribution. Accordingly, 66,580 shares of common stock and the outstanding Preferred Stock, held by a wholly owned subsidiary, which had previously been eliminated in consolidation, were cancelled. The Plan contemplated that, immediately after the approval of the Plan, assuming full dilution, the Senior Note holders would own approximately 52% of the common stock, the Debenture holders would own approximately 41% of the common stock and current shareholders would own approximately 7% of the common stock. The Plan also approved the 2002 Crown Stock Incentive Plan (the "2002 Plan") as of the Effective Date. Under the 2002 Plan Crown may grant options to purchase up to an aggregate maximum of 5 million shares to employees, consultants and directors. As part of the Plan, Crown filed Restated Articles of Incorporation with the Secretary of State of the State of Washington.

          While the Plan resulted in a change in ownership of greater than fifty percent, the reorganization value of our assets immediately before the Effective Date was greater than the total of all post-petition liabilities and allowed claims. As a result, we did not adopt fresh start reporting and will continue to recognize its historical basis of accounting.

          In October 2001, we issued $3,600,000 of 10% convertible secured promissory notes due in October 2006 (the "Senior Notes"). Crown used $1,000,000 of the proceeds from this financing to pay the cash component of the Debenture restructuring discussed above in the Corporate Reorganization and initiate permitting on its Buckhorn Mtn. (formerly Crown Jewel) Project in the state of Washington. The Senior Notes are secured by all our assets, consisting primarily of our interest in the Buckhorn Mtn. Project and our wholly-owned subsidiary, Crown Resource Corp. of Colorado, whose assets consist primarily of a 41.2% equity interest in Solitario.

          The Senior Notes have a five-year term and carry a 10% interest rate payable quarterly in cash or Crown common stock, at our election. Proceeds of $3,250,000 from the Senior Notes were placed in escrow pending restructuring of the Debentures (the specific Senior Notes related to the proceeds placed in escrow are also referred to as "Escrowed Notes"). Solitario invested $650,000 in these Escrowed Notes. The Escrowed Notes are convertible into Crown common shares at a conversion price of $0.35 per share, subject to adjustment. In addition, the Escrowed Note holders have been issued a five-year warrant for every share into which the Escrowed Notes are convertible, which warrant will be exercisable into a Crown common share at $0.75 per share, subject to adjustment. Solitario also invested in a separate Senior Note (referred to as the "Solitario Note") for the remaining $350,000 of the Senior Notes. These funds were made immediat ely available to Crown for general corporate purposes. The Solitario Note is convertible into Crown common shares at a conversion price of $0.2916 per share, subject to adjustment. In addition, Solitario has been issued a five-year warrant to acquire 1,200,000 shares of Crown common stock at $0.60 per share, subject to adjustment. The terms of the Solitario Note and the related warrants are otherwise identical to the terms of the Escrowed Notes and warrants.

          In October 2002, we changed the name of the Crown Jewel Project in north central Washington to the Buckhorn Mtn. Project to underscore the significant differences between our new underground mining approach and our previous partner's Crown Jewel open pit proposal. On July 23, 2001, we entered into an agreement (the "Termination Agreement") with Battle Mountain Gold Company, a wholly owned subsidiary of Newmont Gold Corporation, (both companies referred to as "Newmont") to terminate its joint venture regarding the Buckhorn Mtn. Project. As part of the Termination Agreement we became the sole owner of the Buckhorn Mtn. Project and granted Newmont a sliding scale royalty on the first 1 million ounces of gold. We also began seeking regulatory approval of a primarily underground mining plan at the Buckhorn Mtn. Project, which we believe significantly reduces the environmental impacts compared to the open-pit mining plan propo sed by Newmont. We recorded $353,000 in mineral property additions in connection with the Termination Agreement related to the assumption of liabilities for $116,000 of income taxes and $237,000 for a two-year note payable (the "Keystone Note").

          Kings Canyon Project

          The Kings Canyon property in Utah consists of 360 acres of unpatented claims. We hold a 100% interest in the property, subject to a 4% NSR royalty to third parties. We estimate the Kings Canyon property hosts a mineral deposit that contains 6.8 million tons of mineralized material grading 0.030 ounces per ton ("opt") of gold at a cutoff grade of 0.013 opt gold. We have no capitalized costs related to the Kings Canyon property as of December 31, 2002. We will continue to maintain the property and will seek a joint venture partner to further evaluate and develop Kings Canyon.

          On September 4, 2002, we sold our entire 30% interest in the Cord Ranch properties, located in the state of Nevada, to Royal Standard Minerals, Inc., the owner of the remaining 70% of the Cord Ranch properties for one million shares of common shares of Royal Standard Minerals. We recorded a gain on sale of $171,000, which equaled the market value of the shares received on the date of sale, as we had no carrying value for its interest in the Cord Ranch Properties.

          (c) Considerations Related to Our Business

          As of December 31, 2002, our only significant mineral property is the Buckhorn Mtn. Project, located in Washington State. We also hold an interest in the Kings Canyon exploration mineral property in Utah. The Buckhorn Mtn. Project consists of a variety of interests including unpatented and patented claims and fee land that we own outright or under lease or option or purchase agreements. We have an indirect interest in Latin American properties through Solitario, which has interests in properties located in Peru and Brazil. We are currently the operator on all of our properties. To the extent that we have in the past or will enter into joint ventures in the future, the success of projects held under joint ventures that we do not operate is substantially dependent on the joint venture partner.

          Historically, after selecting a possible exploration area through our own efforts or with others, we compile reports, review past production records, and geologic surveys concerning the area. We then undertake field exploration programs to determine whether the area merits work. Initial field exploration on a property normally consists of geologic mapping and geochemical and/or geophysical surveys, together with selected sampling to identify host environments that may contain specific mineral occurrences. If an area shows promise, we will generally either conduct geologic drilling programs in an effort to locate the existence of economic mineralization or seek a joint venture partner to undertake such work. If mineralization is delineated, further work will be undertaken to estimate mineralized material, evaluate the feasibility for the development of a mining project, obtain permits for commercial development and, if the proj ect appears to be economically viable, proceed to place the ore deposit into commercial production.

          During 2002, 2001 and 2001 our foreign interests were, through Solitario, in properties located in Peru, Bolivia and Brazil. As of December 31, 2002, we do not hold any direct property interests outside of the United States. We hold a substantial minority interest in Solitario, which is subject to the laws of Peru and Brazil, where it currently operates. These countries have, from time to time, experienced periods of political and economic instability. Foreign properties, operations and investments may be adversely affected by local political and economic developments, including nationalization, exchange controls, currency fluctuations, taxation and laws or policies, as well as, bylaws and policies of the United States affecting foreign trade, investment and taxation. Certain other regions in which Crown may conduct operations have also been subject to political and economic instability, creating uncertainty and the pote ntial for a loss of resources located in these regions.

          We provide management and technical services to Solitario pursuant to a management agreement for which we receive management fees. Certain of our directors and officers are also directors and officers of Solitario. As such, certain of these officers devote a portion of their time to Solitario matters from which we may not receive the full benefit. Additionally, the fact that these officers receive cash compensation from us and not from Solitario may give rise to certain conflicts of interest between these officers' duties to us and to Solitario.

          The capital required for exploration and development of properties is substantial. We have financed operations through the issuance of convertible debt instruments, utilization of joint venture arrangements with third parties (generally providing that the third party will obtain a specified percentage of our interest in a certain property in exchange for the expenditure of a specified amount), the sale of interests in properties or other assets, and the issuance of common stock.

          A large number of companies are engaged in the exploration and development of mineral properties, many of which have substantially greater technical and financial resources than we do. Therefore, we may be at a disadvantage with respect to many of its competitors in the acquisition, exploration and development of mining properties.

          The marketing of minerals is affected by numerous factors, many of which are beyond our control. Among these factors are the price of the raw or refined minerals in the marketplace, imports of minerals from other countries, the availability of adequate milling and smelting facilities, the price of fuel, the availability and the cost of labor, and the market price of competitive minerals.

          Title. U.S. Properties.

          Our domestic property consists, to a large extent, of unpatented mining claims on unappropriated federal land pursuant to procedures established by the Mining Law of 1872 and other federal and state laws. These laws generally provide that a citizen of the United States (including corporations) may acquire a possessory right to develop and mine valuable mineral deposits discovered upon unappropriated federal lands, provided that such lands have not been withdrawn from mineral location, e.g., national parks, military reservations and lands designated as part of the National Wilderness Preservation System. These laws also provide for the location of unpatented millsite claims for the purpose of mining and milling minerals from valid mining claims. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to such non-record facts as the sufficiency of the discove ry of minerals, proper posting and marking of boundaries and possible conflicts with other claims not determinable from descriptions of record. Furthermore, the acquisition of unpatented millsite claims may be limited by several factors, which include the number of valid unpatented mining claims.

          Prior to discovery of a locatable mineral thereon, a mining claim may be open to location by others unless the owner is in possession of the claim. In the event that the discovery of a valuable mineral deposit is made on unpatented mining claims in the exploratory stage, Crown may not be able to assure clear title.

          The Budget Reconciliation Act of 1993 (the "1993 Act"), requires the holder of each unpatented mining claim to pay a "claim maintenance fee" of $100 per claim on or before August 31 of each year. To locate new unpatented claims, Crown must pay the $100 per claim maintenance fee for the initial assessment year and a $25 per claim location fee. If Crown fails to pay a claim maintenance fee or a location fee as required by the 1993 Act, it conclusively forfeits the related unpatented claim.

          In connection with the acquisition of our properties, we have conducted limited reviews of title and related matters, and have obtained certain representations regarding ownership. Although we believe we have conducted reasonable investigations (in accordance with standard mining practice) of the validity of ownership, we cannot assure you that we hold good and marketable title to all of our properties.

          The development, production and sale of minerals is subject to federal, state, provincial and local regulation in a variety of ways, including environmental regulation and taxation. Federal, state, and local environmental regulations generally have a significant effect on all companies, including Crown, engaged in mining or other extractive activities, particularly with respect to the permitting requirements imposed on such companies, the possibilities of project delays, and the increased expense required to comply with such regulations. We believe we are in substantial compliance with all such regulations in all the jurisdictions in which we operate.

          We are or may be subject to income taxes, state and local franchise taxes, personal property taxes, and state severance taxes levied by various governmental units in the countries in which we operate. State severance taxes vary between the states and, within a single state, the amount of tax, based on a percentage of the value of the mineral being extracted, vary from mineral to mineral. Our operations may also be subject to taxation by each locality in which we own mineral properties or do business.

          Our domestic exploration programs are subject to federal, state and local environmental regulations. A substantial portion of our mining claims are on U.S. public lands. The United States Forest Service ("USFS") and Bureau of Land Management ("BLM") extensively regulate mining operations conducted on public lands. Most operations involving the exploration for minerals are subject to laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust, and other environmental protection controls adopted by federal, state, and local governmental authorities as well as the rights of adjoining property owners. In addition, in order to conduct mining operations on our properties, we will be required to obtain performance bonds related to environmental permit compliance. These bonds may take the form of cash dep osits or, if available, could be provided by outside insurance policies. We may be required to prepare and present to federal, state, or local authorities data pertaining to the effect or impact that any proposed exploration or mining activity may have upon the environment. All requirements imposed by any such authorities may be costly and time-consuming and may delay commencement or continuation of exploration or production operations.

          Future legislation and regulations are expected to continue to emphasize the protection of the environment and, as a consequence, our activities may be more closely regulated to further the cause of environmental protection. Such legislation and regulations, as well as future interpretation of existing laws may result in substantial increases in our capital and operating costs and delays, interruptions, or a termination of operations, the extent of which cannot be predicted.

          Bills proposing major changes to the mining laws of the United States have been considered by Congress. If these bills, which may include royalty fees or net profits interests, are enacted in the future, they could have a significant effect on the ownership and operation of patented and unpatented mining claims in the United States including claims that we own or hold. Although it is not possible to predict whether or in what form Congress might enact changes to the mining laws, amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on our financial condition and results of operation.

          Applicable laws and regulations require us to make certain capital and operating expenditures to maintain current operations and initiate new operations. Our estimates of expenditures required to comply with applicable regulations are included in all of its budgets for our projects. Although these costs are difficult to determine, we are not currently aware of any expenditure that is required in excess of budgeted amounts. We incur expenditures for land reclamation undertaken in the normal course of operations in compliance with federal and state land restoration laws and regulations. Under certain circumstances, it may be required to close an operation until a particular problem is remedied or to undertake other remedial actions. However, we are not aware of the existence of any such circumstances at this time.

          The future profitability of our operations is significantly dependent on the price of gold. The gold price has fluctuated widely over time due to factors beyond our control and, in the third quarter of 1999, reached a twenty-year low of $251 per ounce. Although the gold price continued to remain at depressed levels during most of 2000 and 2001, it recovered to a price of $347 per ounce on December 31, 2002. Many factors influence the price of gold including interest rates, rate of inflation, and the strength of the U.S. dollar in relation to other currencies, supply and demand, economic conditions, and political turmoil. We cannot predict whether gold prices will remain at a level at which our reserves can be mined profitably.

          Insurance.

          The gold mining industry is subject to risks of human injury, environmental liability and loss of assets. We maintain insurance coverage consistent with industry practice, but cannot assure you that this level of insurance can cover all risks of harm to Crown associated with being involved in the mining business.

          Employees.

Item 2. Properties

          The following table shows our gold reserves at December 31, 2002:

          In addition to the proven and probable reserves shown above, the Buckhorn Mtn. Project contains mineralized material in the deposits reported by MRA of 1,184,000 tons at a grade of 0.403 ounces of gold per ton. These tons are included in the mined and processed tons in the mine plan developed by MRA.

          In addition to the above, we have identified mineral deposits on the Kings Canyon property in Utah. However, we have no proven and probable reserves or capitalized costs associated with this property as of December 31, 2002.

          The following discussion summarizes the primary mining properties in which we have a direct interest. We believe the properties described below are favorable for mineral development, although we cannot assure you that any of the properties, in which we have or may acquire an interest, will be economically viable.

          The Buckhorn Mtn. Project is held by a combination of fee ownership, private mining leases with options to purchase, state mining leases, with the balance being unpatented mining claims. Royalties payable to third parties vary from 4%-5% net smelter return royalties ("NSR") on certain private parcels. The ore body as currently defined is subject only to the sliding-scale royalty payable to Newmont of 0.5% to 4%, depending on the price of gold.

          Geology and Land. The Buckhorn Mtn. Project deposit occurs within a large skarn system formed at the southern contact of the Buckhorn Mountain Cretaceous-aged diorite-granodiorite pluton with Triassic-aged limestones and andesites. Both the skarn system and the ore body are relatively tabular and flat lying in geometry. The skarn system is compositionally zoned in relation to the intrusive pluton with gold mineralization both concordant and crosscutting to the various skarn assemblages.

          Reserves. In February 2000 we engaged MRA to conduct an independent analysis of an alternative mine plan that reduces environmental impacts. We also engaged Gochnour and Associates ("Gochnour"), an independent mining consultant, to evaluate the ability to obtain permits for the alternate mine plan. Based upon the reports of MRA and Gochnour, we have determined that the Buckhorn Mtn. Project contains sufficient reserves to recover our investment. At December 31, 2000, we revised the reserves based upon an analysis by MRA, which increased the cut-off grade from 0.155 ounces per ton to 0.20 ounces per ton. The gold price was reduced, for our economic analysis of the Buckhorn Mtn. Project, from $325 to $280 per ounce.

          Reserve Study. The MRA study indicates the deposit could be mined in a combination of underground operations with a small open-cut, with ore processed on site in a mill processing 1,850 tons per day.

          Based upon the same cutoff grade, MRA has estimated other mineral material of 1,184,000 tons grading 0.403 opt within the currently designed underground workings at the Buckhorn Mtn. Project.

          The cash operating costs to mine proven and probable reserves and deposits within the underground workings have been estimated by MRA to be approximately $124 per ounce, with capital costs of approximately $91 million (including $21 million of contingency) to bring the Buckhorn Mtn. Project into production.

          Exploration. We began an exploration program at the Buckhorn Mtn. Project in mid-1988 and by the end of 1989 had drilled approximately 200 holes on the property. Between March 1990 and December 1992, Newmont drilled over 550 holes designed to both confirm and expand the known reserve. To date, only 500 acres of the approximate 2,000 acres of prospective skarn geology have been drill-tested.

          Feasibility Study. Prior to the MRA study we relied upon the results of an independent feasibility study commissioned by Newmont in March of 1992. Based on this study, Newmont began development of the Crown Jewel Project based on a mine design utilizing an open pit and a 3,000-ton per day milling facility. Further engineering and reserve studies by Newmont estimated direct cash production costs at approximately $165 per ounce of gold produced. Newmont's mine design estimated capital costs at approximately $80 million to achieve commercial production.

          Permitting and Development. Newmont submitted its original Plan of Operations to the Washington Department of Ecology ("WDOE") and the United Stated Forest Service ("USFS") in January 1992. In February 1997, the Final Environmental Impact Statement ("FEIS") was filed by the USFS and the WDOE. The FEIS describes the environmental effects of the plan to construct and operate the Crown Jewel Project mine, and alternatives to that plan. Also, in February 1997, the USFS and the Bureau of Land Management issued a favorable Record of Decision ("ROD") selecting Newmont's open pit mining alternative.

          Several appeals by certain persons and special interest groups contesting the FEIS were filed with the USFS in 1997. In May of 1997, the USFS Deputy Regional Forester upheld the ROD to approve the Crown Jewel Project, denying four appeals, which had been filed in March 1997. In May 1997, an action was filed in U.S. District Court against the USFS appealing certain issues. In January 1999, the Court ruled in favor of the USFS and denied all claims of the plaintiffs.

          In January 2000, the State of Washington Pollution Control Hearings Board ("PCHB") issued a ruling vacating the previously granted 401 Water Quality Permit for the Crown Jewel Project issued by the WDOE. The ruling also reversed certain water rights issued by the WDOE for the Crown Jewel Project. At the time, the PCHB ruling created further delay and uncertainty regarding a timetable for the construction of the Crown Jewel Project. In March 2000, Newmont filed an appeal in Superior Court for the State of Washington for Okanogan County, challenging the PCHB ruling. In light of the termination of the Crown Jewel Project Joint Venture and our intention to permit a primarily underground mine, we will not pursue this action and Newmont has dropped its appeal. It is not known if other permits previously granted to the Crown Jewel Project may be subject to review as a result of the PCHB ruling.

          As part of the analysis of the Buckhorn Mtn. Project reserves subsequent to the January 2000 PCHB ruling, we retained Gochnour to review the required permits for the mine design as proposed in the MRA report. Gochnour indicated the MRA design would require conducting additional baseline studies and collecting data for modeling to amend previously approved permits as well as to obtain permits for activities that were not previously contemplated, for example the underground mining effects on ground water. Gochnour indicated the underground alternative would also require mitigation of environmental impacts. The Gochnour report concluded the MRA mine design is legally permittable. Although Crown and Gochnour are not aware of any laws or regulations which would be violated by the mine design proposed by MRA, there will continue to be uncertainty regarding the ability of Crown obtaining the necessary permits from the regulatory auth orities in a timely manner, if ever.

          Financing. Since July 2001, when we obtained a 100% interest in the Buckhorn Mtn. Project, we have evaluated whether to either proceed with the Buckhorn Mtn. Project alone or seek a joint venture with another major mining company. We cannot assure you that we will be able to successfully pursue either strategy.

          We would require additional capital in the form of either equity or debt financing, or enter into a joint venture to permit, develop and operate the Buckhorn Mtn. Project. We cannot assure you that such financing would be available on acceptable terms in order for the Buckhorn Mtn. to enter into commercial production. See also Corporate Reorganization and Management's Discussion and Analysis of Financial Condition and Results of Operations.

          Cord Ranch Project. The Cord Ranch Project consists of the Pinon and Dixie Creek properties located in the state of Nevada covering approximately 1,880 acres of unpatented claims. The Cord Ranch properties were subject to a joint venture with Royal Standard Minerals Inc. ("Royal Standard") whereby Royal Standard has earned a 70% interest in these properties. On September 4, 2002, we sold our entire 30% interest in the Cord Ranch properties to Royal Standard for one million common shares of Royal Standard. We recorded a gain on sale of $171,000, which equaled the market value of the shares received on the date of sale, as we had no carrying value for its interest in the Cord Ranch Properties.

          Kings Canyon. The Kings Canyon property in Utah consists of 360 acres of unpatented claims. We hold a 100% interest in the property, subject to a 4% NSR royalty to third parties. We estimate the Kings Canyon property hosts a mineral deposit that contains 6.8 million tons of mineralized material grading 0.030 opt of gold at a cutoff grade of 0.013 opt gold. The gold occurs as sediment-hosted disseminated mineralization in Paleozoic carbonate rocks. During 2000, we wrote off our remaining land and leasehold investment in the Kings Canyon property. We continue to maintain the property and will seek a joint venture partner to further evaluate and develop Kings Canyon.

          Primarily as a result of the issuance, in October 2000, of Solitario shares in connection with its acquisition of Altoro Gold Corporation of Vancouver, BC, Canada, our ownership percentage of Solitario was reduced from 57.2%, prior to the acquisition, to 41.2% at December 31, 2002. Accordingly we have accounted for its investment in Solitario under the equity method since the acquisition. Our interest in the net assets of Solitario is shown in the Consolidated Balance Sheet as of December 31, 2002 as equity in unconsolidated subsidiary. As of December 31, 2002, we have no direct interest in properties outside of the United States.

          We have no work commitments remaining to be fulfilled in 2003.

          Since March 1997, the Buckhorn Mtn. Project has been subject to various legal challenges in Washington State court, United States District Court and administrative hearings. Primarily as a result of the change in the Plan of Operations to an underground mining plan, these cases have been dropped or are no longer applicable. We cannot assure you that future litigation may not be filed against the Buckhorn Mtn. Project.

          In May 2000, the Okanogan Highlands Alliance, the Washington Environmental Council, the Kettle Range Conservation Group, and the Colville Indian Environmental Protection Alliance filed a protest of the patent application for the grandfathered Buckhorn Mtn. Project lode claims. The protest was filed in the Washington/Oregon State Bureau of Land Management office. The Department of the Interior has invited Newmont and/or Crown to submit a response to the protest, but has not set a date for such response or a time frame for the resolution of the protest. We are considering filing a response to this protest.

          There were no matters submitted to a vote of security holders during the fourth quarter of 2002

          The executive officers of Crown are as follows:

          Our common stock had been listed and traded on the NASDAQ National Market under the symbol CRRS since 1989. On October 20, 2000 the NASDAQ Stock Market notified us that our common stock was no longer listed on the NASDAQ National Market because the stock had failed to maintain a minimum bid price of $1.00 for 30 consecutive trading days as required for continued listing on the NASDAQ National Market. Our common shares are now traded on the Over the Counter Bulletin Board (OTCBB) under the symbol OTCBB: CRCE.

          Our stock was listed and traded in Canada on the Toronto Stock Exchange ("TSE") since December 10, 1991, under the symbol CRO. In October 2001, The TSE notified us that our common stock was no longer listed on the TSE because we failed to meet their minimum listing requirements.

          The following table sets forth the high and low sales prices on the OTCBB and NASDAQ National Market for our common stock for the quarterly periods from January 1, 2001 to December 31, 2002. All prices have been adjusted to take into account the 1 for 5 reverse split in accordance with the Plan.

          Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors. We have not paid any dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. At February 25, 2003, there were 2,348 record holders of Crown's common stock.

          In October 2001, we issued $3,600,000 of Senior Notes and related warrants. These securities were issued pursuant to an exemption under Section 4(2) of the 1933 Securities Act. In June 2002, we issued $2,000,000 of Secured Notes and $4,000,000 of Subordinated Notes. These notes were issued pursuant to the exemptions provided under section 1142 of the United States Bankruptcy Code. In February 2003, we issued $2,700,000 of Subordinated B Notes. These securities were issued pursuant to an exemption under Regulation D of the Securities Act of 1933. See Item I, Recent Developments.

          The selected consolidated financial data set forth below for each of the five years in the period ended December 31, 2002 and as of the years then ended has been derived from the our audited consolidated financial statements (not all of which financial statements are presented herein). The selected consolidated financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and related notes thereto included elsewhere in this report.

(1) Includes the operations of Solitario on a consolidated basis through October 18, 2000. Subsequent to October 18, 2000, the results of Solitario are reflected under the equity method of accounting (2) Crown changed its method of accounting for exploration costs and recorded a $8.5 million charge related to the cumulative effect of the change in accounting principle to operations in 1999. All per share amounts have been adjusted to account for the 1 for 5 reverse split pursuant to the Plan.

          The following discussion should be read in conjunction with Crown's consolidated financial statements for the years ended December 31, 2002, 2001 and 2000, included elsewhere in this report. Crown's financial condition and results of operations are not necessarily indicative of what may be expected in future years.

          On March 8, 2002, we filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy") in the United States Bankruptcy Court for the District of Colorado (the "Court"). As part of the Bankruptcy we filed a Plan of Reorganization (the "Plan") and a Disclosure Statement with the Court on March 25, 2002. On May 30, 2002, the Court confirmed the Plan, which became effective on June 11, 2002 (the "Effective Date"). As part of the Plan, we restructured our existing $15 million 5.75% Convertible Subordinated Debentures due August 2001 (the "Debentures"). The restructuring was completed through an exchange of outstanding Debentures, including any accrued interest thereon for the following consideration, which are being proportionally distributed to each Debenture holder:

          In order to effect the Plan on the Effective Date, we entered into a Custody and Disbursing Agreement with Wells Fargo Bank, Minnesota N.A. (the "Disbursing Agent") as well as trust indentures with Deutsche Bank Trust Company, Americas, as Trustee on the Secured Notes and with Wells Fargo Bank Minnesota, N.A. as Trustee on the Subordinated Notes. We also transferred $1 million to the Disbursing Agent on the Effective Date. As of December 31, 2002, the Disbursing Agent had delivered $820,000 in cash, $1,639,000 in Secured Notes, $3,279,000 in Subordinated Notes (including any accrued and paid interest from June 11, 2002) and Warrants to purchase 4,683,799 shares of Crown common stock to Debenture holders who had presented $13,395,000 in Debenture certificates. As of March 7, 2003, $1,605,000 in Debenture certificates have not been presented. Pending presentation of these $1,605,000 in Debenture certificates to the Disbursing A gent, all interest due on any undistributed Secured and Subordinated Notes will be paid to the Disbursing Agent for the benefit of any Debenture holders who subsequently tender their certificates. The Debenture holders have until June 2007 to present their certificates, at which time any undistributed cash, notes and warrants will revert to us.

          The Plan provided that all or our other liabilities would be paid in the normal course.

          As part of the Plan, we effected a one for five reverse split on the Effective Date of the currently outstanding common stock, while maintaining the conversion and exercise prices of the Senior Notes, the Secured Notes, the Subordinated Notes and the related warrants. Under the Plan, any shareholder holding less than 500 shares prior to the one for five reverse split and the holder of our Preferred Stock would receive no distribution. Accordingly, 66,580 shares of common stock and the outstanding Preferred Stock, held by a wholly owned subsidiary, which had previously been eliminated in consolidation, were cancelled. The Plan contemplated that, immediately after the approval of the Plan, assuming full dilution, the Senior Note holders would own approximately 52% of the common stock, the Debenture holders would own approximately 41% of the common stock and current shareholders would own approximately 7% of the common stock. The Plan also approved the 2002 Crown Stock Incentive Plan (the "2002 Plan") as of the Effective Date. Under the 2002 Plan Crown may grant options to purchase up to an aggregate maximum of 5 million shares to employees, consultants and directors. As part of the Plan, we filed Restated Articles of Incorporation with the Secretary of State of the State of Washington.

          While the Plan resulted in a change in ownership of greater than fifty percent, the reorganization value of our assets immediately before the Effective Date was greater than the total of all post-petition liabilities and allowed claims. As a result, we did not adopt fresh start reporting and will continue to recognize its historical basis of accounting.

          We currently have no source of recurring revenue and we anticipate any future recurring revenue would only occur after the successful development of the Buckhorn Mtn. Project. The successful development of the Buckhorn Mtn. Project is dependent on several factors, many of which are beyond our control. We cannot provide any assurance we will be able to successfully permit and develop the Buckhorn Mtn. Project. See Liquidity and Capital Resources, and Environmental Permitting and Legal below.

          We have historically derived its revenues from the option and sale of property interests, from royalty interests, interest income and from the sale of its share of gold produced on its properties. Revenues from the option and sale of property interests have consisted of a small number of relatively large transactions. Such transactions have occurred, and in the future are likely to occur, if at all, at irregular intervals and have a significant impact on operating results in the periods in which they occur. In the past, our exploration and development expenditures, including those of Solitario, have constituted the bulk of its activities.

          We had a net loss before extraordinary item of $1,989,000 or $0.62 per share in 2002 compared with a net loss of $3,148,000 or $1.08 per share in 2001 and $1,659,000 or $0.57 per share in 2000. As a result of the corporate reorganization and Bankruptcy, described above, we recorded $6,924,000 as a gain on discharge of convertible debt, net of deferred taxes of $1,760,000 during 2002 as an extraordinary item. There were no extraordinary items in 2001 or 2000.

          Total revenues were $206,000 in 2002 compared to $248,000 in 2001 and compared to $6,401,000 in 2000. During 2000, Solitario, which was consolidated with Crown through October 2000, completed a transaction with an affiliate of Newmont Gold Corporation ("Newmont") and sold its interest in its Yanacocha property for $6 million and a sliding scale net smelter return royalty that varies with the price of gold. We recorded a gain on sale, on a consolidated basis, of $5,809,000 on that sale, which accounted for the increase in revenues during 2000.

          Royalty income was $112,000 in 2000. Royalty income was from our interest in the Lamefoot deposit at the Kettle River mine in Washington. The Lamefoot deposit was mined out during the fourth quarter of 2000 and, in January 2001, we sold our interest in Judith Gold, which held the Lamefoot royalty to Canyon Resources Corporation, for 200,000 shares of Canyon Resources Corporation common stock. As a result, no future royalty income is expected. We recorded a gain on sale of $200,000, which equaled the proceeds from the sale during 2001. On September 4, 2002, we sold our entire 30% interest in the Cord Ranch properties to Royal Standard Minerals, Inc., the owner of the remaining 70% of the Cord Ranch properties for one million shares of common shares of Royal Standard Minerals. We recorded a gain on sale of $171,000, which equaled the market value of the shares received on the date of sale, as we had no carrying value for its in terest in the Cord Ranch Properties.

          Interest income was $35,000 in 2002 compared with $34,000 in 2001, and $344,000 in 2000. Our average invested cash balances increased during 2002 compared to 2001, however, this increase was mitigated by a reduction in the rate of interest paid on the money market funds and short term investments in which we invests our cash balances. The primary factors resulting in the decrease in interest income between 2001 and 2000 are the deconsolidation of Solitario and the payment of interest and other expenses entirely from cash balances during 2001.

          Exploration expense was $4,000 in 2002 compared to 5,000 in 2001 and $903,000 in 2000 primarily as a result of the deconsolidation of Solitario as of October 2000 and a reduction of our exploration activities.

          General and administrative expenses were $607,000 in 2002 compared to $828,000 in 2001 and compared to $1,171,000 in 2000. The lower costs in 2002 are the result of reduced administrative costs, particularly related to legal expenses that were reduced from $348,000 in 2001 to $62,000 in 2002. The increased 2001 legal expenses for general corporate matters related to the default in 2001 on the Debentures and related restructuring negotiations. Additionally, shareholder and public relations expenses were reduced from $91,000 in 2001 to $75,000 in 2002 as we did not hold an annual meeting in 2002 due to the Bankruptcy. Travel and entertainment expenses were also reduced from $26,000 in 2001 to $4,000 in 2002 as our corporate focus was shifted to the corporate reorganization. Offsetting these reductions from 2001 to 2002 was a charge of $175,000 for compensation expense related to 2002 options grants subject to variable plan accounting. Under variable plan accounting, any increase in the intrinsic value of the option due to changes in the market value of our common stock are charged to compensation expense during the period of service, (the vesting period) of the option. There were no charges to compensation expense for variable plan accounting in 2001 or 2000. Certain additional legal and accounting costs of $387,000 were incurred during 2002 as a result of the Bankruptcy filing and are charged as reorganization costs. The reduction in costs from 2000 to 2001 is primarily related to the deconsolidation of Solitario at the end of 2000, which offset the increased legal expenses of 2001 discussed above.

          Interest expense was $980,000 in 2002 compared to $1,046,000 in 2001 and $971,000 in 2000. Interest expense decreased in 2002 as a result of the filing of Bankruptcy and the confirmation of the Plan that resulted in no interest expense on the Debentures from the date of the filing. In addition as part of the Plan, we exchanged $6,000,000 in new notes for $15,000,000 of Debentures. Interest expense increased during 2001 as a result of the issuance of $3,600,000 of Senior Notes in October 2001 and additional interest on the Debentures, which accrued as a result of the default on the Debentures in August 2001. Included in interest expense is amortization of warrant and beneficial conversion features related to the Senior and Secured notes of $208,000 in 2002 and $12,000 in 2001 as well as amortization of deferred offering costs related to the Debentures of $68,000 in 2001 and $102,000 in 2000.

          We regularly perform evaluations of its assets to assess the recoverability of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing established guidelines based upon estimated future net cash flows from the asset. Write-downs relating to exploration properties amounted to $2,542,000 in 2000. There were no mineral property write-downs in 2002 or 2001. Included in the write-down for 2000 was the abandonment of the Cord Ranch lease property with a charge to asset write-downs of $1.2 million. Additionally, we recorded an asset write-down of $1.3 million for the impairment of our interest in the Pinon Range and Dixie Creek prospects at Cord Ranch as well as the impairment of the King's Canyon property in Utah. The impairment of our investment in these properties is attributable to c ontinued low gold prices and our inability to complete acceptable joint ventures to explore and develop these properties.

          Minority interest in income of subsidiary was $2,141,000 in 2000. The income from Solitario in 2000 was primarily due to Solitario's gain on sale of the Yanacocha property of $5,809,000. Operations of Solitario were consolidated with Crown prior to October 2000. Subsequent to October 2000, primarily as a result of Solitario's acquisition of Altoro Gold Corp., the results of Solitario are reflected under the equity method of accounting. We recorded $662,000 equity in loss from unconsolidated subsidiary in 2002 compared to $1,506,000 in 2001. Solitario recorded a reduced loss in 2002 compared to 2001 due to reductions in exploration expense, general and administrative expenses, management fees and asset write-downs during 2002 compared to 2001.

          Due to the nature of the mining business, the acquisition, exploration and development of mineral properties require significant expenditures prior to the commencement of production. We have in the past financed our activities through the sale of debt and equity securities, joint venture arrangements (including project financing) and the sale of interests in its properties. To the extent necessary, we expect to continue to use similar financing techniques.

          Our exploration and development activities and funding opportunities, as well as those of our joint venture partners, may be materially affected by gold price and mineral commodity levels and changes in those levels. The market price of gold and mineral commodities is determined in world markets and is affected by numerous factors, many of which are beyond our control.

          In October 2001 we issued $3,600,000 of 10% convertible secured promissory notes due in October 2006 (the "Senior Notes"). The Senior Notes have a five-year term and carry a 10% interest rate, payable quarterly in cash or Crown common stock at the conversion prices of $0.35 and $0.2916 per share at our election. Originally, proceeds of $3,250,000 from the Senior Notes were placed in escrow pending restructuring of the Debentures (the specific Senior Notes related to the proceeds placed in escrow are also referred to as "Escrowed Notes"). Solitario invested $650,000 in these Escrowed Notes. The Escrowed Notes are convertible into Crown common shares at a conversion price of $0.35 per share, subject to adjustment. In addition, the Escrowed Note holders have been issued a five-year warrant for every share into which the Escrowed Notes are convertible, which warrant will be exercisable into a Crown common share at $0.75 per share , subject to adjustment. All funds in escrow were released on the Effective Date. Solitario also invested in a separate Senior Note, (referred to as the "Solitario Note") for the remaining $350,000 of the Senior Notes. These funds were made immediately available to Crown for general corporate purposes. The Solitario Note is convertible into Crown common shares at a conversion price of $0.2916 per share, subject to adjustment. In addition, Solitario has been issued a five-year warrant to acquire 1,200,000 shares of Crown common stock at $0.60 per share, subject to adjustment. The terms of the Solitario Note and the related warrant are otherwise identical to the terms of the Escrowed Notes and warrants. We used $1,000,000 of the proceeds to pay the cash component of the Debenture restructuring discussed in Corporate Reorganization above. We expect to use the remaining proceeds to initiate permitting on its Buckhorn Mtn. Project in the state of Washington and for general corporate purposes. The Senior Notes are secured by all of our assets on a pari-passu basis with the Secured Notes. The assets consist primarily of our interest in the Buckhorn Mtn. Project and our wholly-owned subsidiary, Crown Resource Corp. of Colorado, whose assets consist primarily of a 41.2% equity interest in Solitario Resources Corporation ("Solitario").

          Net cash used in operating activities was $676,000 in 2002 compared to $1,163,000 in 2001 and $2,416,000 in 2000. The reduction in cash used during 2002 related to a reduced level of activity for exploration and development as a result of the corporate reorganization as well as a reduction in interest expense related to: (i) an overall reduction in debt through the corporate reorganization; (ii) payment of interest in stock on the Senior, Secured and Subordinated Notes and; (iii) no payments made for interest on the Debentures in 2002. During 2000 the inclusion of Solitario's operations prior to the deconsolidation in October 2000 accounted for a significant portion of the cash usage compared to 2001.

          Net cash used in investing activities in 2002 was $635,000 compared to $18,000 in 2001 and $1,787,000 in 2000. We began work to permit and develop our Buckhorn Mtn. Project during 2002 upon the completion of the corporate reorganization. These costs totaled $617,000 and included an in-fill drilling program, engineering and design work, feasibility study update, and permitting and monitoring costs. Most of the permitting and development work was delayed from the time we terminated our joint venture with Newmont in July 2001 until the completion of our corporate reorganization, which accounts for the reduced cash use in 2001. The fluctuation during 2000 resulted from the inclusion of Solitario's $5,600,000 proceeds from the Yanacocha sale, which was offset by the elimination of Solitario's cash of $6,908,000 when Crown no longer consolidated Solitario and accounted for its investment under the equity method.

          Net cash provided by financing activities was $2,234,000 in 2002 compared to $320,000 in 2001. There was no cash provided from financing activities during 2000. Proceeds of $350,000 from the Secured Note financing were delivered to us in October 2001. The balance of the $3,600,000 Senior Notes financing of $3,250,000, plus interest was delivered to us during 2002. Of this amount, $1,000,000 was used to pay the cash portion of the exchange with holders of the Debentures on the Effective Date of the Plan.

          Crown has budgeted $1,575,000 for permitting and development expenditures in 2003. These expenditures will be directed toward the permitting of the Buckhorn Mtn. Project. These costs include infill drilling the deposit, certain baseline hydrologic studies, engineering and design work, an updated feasibility study, and work on a Supplemental Draft Environmental Impact Statement. Additionally, we will pay certain maintenance and legal expenses to maintain Crown's interest in the Buckhorn Mtn. Project. The development of the Buckhorn Mtn. Project through initial production is currently estimated to be approximately $91 million (including $21million in contingency). We will require significant new financial resources in order to develop the Buckhorn Mtn. Project, which may be in the form of a joint venture, project or debt finance, or issuance of equity. There is no assurance we will be able to obtain the necessary financial reso urces on acceptable terms, if at all.

          Future cash commitments at December 31, 2002 include the payment of: (i) Senior, Secured and Subordinated Notes; (ii) long-term debt; (iii) unpatented mining claim payments, and (iv) operating leases, as follows: