6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Period   November 2005            File No.    0-51352

PORTAL RESOURCES LTD.

(Name of Registrant)

Suite 750, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6                   

(Address of principal executive offices)

1.

News Release dated November 25, 2005.

2.

News Release dated November 28, 2005.

3.

Interim Financial Statements for the period ended September 30, 2005

4.

Management Discussion and Analysis

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.     

FORM 20-F XXX

FORM 40-F ____

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.     

Yes _____

No XXX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Portal Resources Ltd.

(Registrant)

Dated: December 6, 2005 By:   /s/  Bruce Winfield Bruce Winfield, President and CEO

Exhibits:

99.1   News Release dated November 25, 2005

99.2   News Release dated November 28, 2005

99.3   Interim Financial Statements for the period ended September 30, 2005

99.4   Management Discussion and Analysis

EX-99

News Release
TSX-V: PDO                                                                                              05-18 Nov. 25, 2005

Portal Resources Appoints New Chief Financial Officer

Portal Resources Ltd. (TSX-V: PDO) is pleased to announce that effective immediately Christine West (CGA) has been appointed as Chief Financial Officer and Secretary of Portal Resources Ltd. Ms. West, with over nine years experience in the mining-resource industry, has been acting Controller for Portal since May 2004. Prior to her involvement with Portal, she was Manager of Client Services with Pacific Opportunity Capital Ltd., where she was responsible for financial reporting, and cash management and control for various public and private companies.

The Company wishes to thank Mr. Mark Brown, who has acted as Chief Financial Officer since inception of Portal for all his efforts in the past. Mr. Brown will continue as a Director of the company as well as bring his extensive financial expertise to the Audit Committee for which he has agreed to act as Chairman.

ON BEHALF OF PORTAL RESOURCES LTD.

“Bruce Winfield”

President & CEO

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

For further information contact: Timea Carlsen or Bruce Winfield

Telephone: 604-629-1929   Facsimile:  604-629-1930 E-mail: info@portalresources.net

Or visit our website at www.portalresources.net

EX-99

News Release
TSX-V: PDO                                                                                              05-19 Nov. 28, 2005

Portal’s Frankfurt Exchange Listing

Portal Resources Ltd. (TSX-V: PDO) is pleased to announce that as of November 14, 2005, the Company’s shares have been included in the Frankfurt Exchange trading within the Open Market under the symbol DE:A0CAY2. “This listing will facilitate trading in Portal’s shares for the company’s European shareholders,” commented David Hottman, “as well as broaden the company’s exposure to European investors wanting to participate in the precious and base metal sector”.

The Frankfurt Stock Exchange (FWB) is the largest of the eight German stock exchanges, ranking third in the world behind the NYSE and NASDAQ. For further information visit the Frankfurt Stock Exchange at: http://www.exchange.de/INTERNET/EXCHANGE/index.html.

Portal has also filed its 20F in the United States, which will facilitate trading and develop exposure for US investors.

Portal Resources Ltd. Is a growth-oriented junior natural resource company focused primarily on the exploration and development of high potential gold-silver projects in South America with a focus on Argentina. With the Company’s ongoing aggressive exploration programs on its Anchoris copper-gold porphyry, and the Arroyo Verde epithermal gold-silver projects in Argentina, the Company is poised to add significantly to shareholder value through positive exploration results.

ON BEHALF OF PORTAL RESOURCES LTD.

“Bruce Winfield”

President & CEO

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

For further information contact: Timea Carlsen or Bruce Winfield

Telephone: 604-629-1929   Facsimile:  604-629-1930 E-mail: info@portalresources.net

Or visit our website at www.portalresources.net

EX-99

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

Note to Reader

Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Portal Resources Ltd. (“Portal” or the “Company”), its history, business environment, strategies, performance and risk factors from the viewpoint of management.  The information provided should be read in conjunction with the Company’s audited consolidated financial statements and notes for the years ended June 30, 2005 and 2004, and the Company’s unaudited consolidated financial statements and notes for the quarters ended September 30, 2005 and 2004.  The Company’s consolidated financial statements and related notes have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and all amounts are presented in Canadian dollars unless otherwise noted.

The following comments may contain management estimates of anticipated future trends, activities or results; these are not a guarantee of future performance, since actual results could change based on other factors and variables beyond management control.

Management is responsible for the preparation and integrity of the consolidated financial statements, including the maintenance of appropriate information systems, procedures and internal controls, and to ensure that information used internally or disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable.

The Company’s board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.  The board’s audit committee meets with management regularly to review financial statement results, including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review Company statutory filings on www.sedar.com and to review general information, including maps on the Company’s website at www.portalresources.net.

1.1

Date

This MD&A is prepared as of November 21, 2005.  All dollar figures stated herein are expressed in Canadian dollars unless otherwise specified.

1.2

Description of Business and Overview

Portal Resources Ltd. is a growth oriented junior natural resource company focused primarily on the exploration and development of high potential gold-silver and copper-gold projects in Argentina and Chile. The Company is concentrating on identifying early stage mineral properties that have exceptional potential for discovery of large deposits as well as acquiring more advanced projects that with further development have good production potential.

The Company was incorporated on August 14, 2000 under the Company Act of the Province of British Columbia.  The Company was called for trading on the TSX Venture Exchange (“the Exchange”) as a “Capital Pool Company” in May 2001.  On March 15, 2004 the Company completed its Qualifying Transaction (“QT”) under the Capital Pool Company rules of the Exchange when it acquired all of the outstanding shares of Portal de Oro (B.V.I.) Ltd. (“Portal (BVI)”), which through its wholly owned subsidiary El Portal de Oro S.A (“Portal S.A.”) has a 100% interest in the Arroyo Verde project, consisting of three exploration-stage mineral concessions totaling 5,378 hectares located in the Patagonia region of Argentina. The consideration was 2,000,000 common shares of the Company at a deemed price of $0.10 per share.  All of the consideration shares are subject to a three-year value escrow agreement.  On March 17, 2004, the Company resumed trading upon completion of its Qualifying Transaction.

Pursuant to a Special Resolution passed by shareholders December 10, 2004, the Company changed its name from Portal de Oro Resources Ltd. to Portal Resources Ltd.

Developments during the three months ended September 30, 2005

ARROYO VERDE PROJECT

The Arroyo Verde project is located in the Patagonia region of Argentina in the eastern part of Chubut province.  Infrastructure is excellent with access from the major paved coastal highway and power and water readily available in the area.  The climate is arid with the possibility of working year round. The property consists of exploration concessions totaling approximately 40,000 hectares (155 square miles).

The property lies within the eastern part of the Somun Cura Massif in which recent exploration has resulted in discovery of both the large Navidad silver-lead deposit and Calcatreu gold-silver deposit.

Gold-silver mineralization at Arroyo Verde is hosted by epithermal veins within an outcropping rhyolite dome complex approximately 1 kilometre in diameter surrounded by gravels and younger volcanics. Detailed mapping and sampling by Portal of the gold-silver veining in the outcropping dome, successfully defined on the Principal Vein a 400 metre long zone grading 10.0 g/t gold equivalent over a 2 metre width (calculated using a silver:gold ratio of 60:1).

Extensive induced polarization surveys (IP) geophysical surveys by Portal, greatly expanded the size of the Arroyo Verde dome complex to 4 kilometres by five kilometres in size under the younger cover.  They also defined a large 3 kilometre long by 1.5 kilometre wide zone of high resistivity and chargeability under gravel cover approximately 500 metres south of the exposed dome (South Dome anomaly) with the same geophysical signature as that of the known veins in the exposed dome, however an order of magnitude greater in size. Additionally the very large 2 kilometre wide by 4 kilometre long El Refugio-El Porvenir anomaly with its chargeability high-resistivity low signature indicative of a disseminated porphyry or sulphide rich breccia system was outlined 8 kilometres south of the main rhyolite dome. Mapping and sampling in the area has defined coincident phyllic to argillic alteration haloes and geochemical anomalies in lead-barium-molybdenum and silver further indic ating a large buried mineralized system.

During the quarter, Portal completed the program of 17 holes totaling 2944 metres of both reverse circulation and diamond drilling to test the known mineralized veins as well as the large South Dome anomaly. Seven holes drilled on the Principal Vein intersected a strong continuous gold-silver vein along a 600 metre strike length and to a depth of 100 to 150 metres below surface defining two mineralized gold-silver "shoots". The western mineralized "shoot" is defined along a 350 metre strike and is open to the west and to depth. Drill intercepts range from 1 - 4 metres in width grading from 8.02 to 85 grams per tonne gold equivalent with a weighted average of 15 grams per tonne gold equivalent over a true width of 1.75 metres (15.7 to 119 gram metres; width in metres x grade in grams per tonne). The eastern mineralized "shoot" has been outlined along a 200 metre strike and is open to the east and to depth. The drill intercepts range from 2 - 4 metres in width grading from 5.65 to 7.86 grams per tonne gold equivalent with a weighted average of 6.69 grams per tonne gold equivalent over a true width of 2 metres (10.2 to 15.8 gram metres). A single drill hole initially tested the eastern mineralized "shoot" of the Principal vein 100 metres along strike to the east of drill hole PO48 where the vein has been mapped for an additional 300 metres but intersected only low grade mineralization.

Three holes were drilled as an initial test in the South Dome area, to investigate the large resistivity high-chargeability high anomaly located 500 metres to the south of the Principal Vein. The holes drilled to depths of 170-220 metres on Section Line 4125 E at a 250-300 metre spacing, identified altered and weakly mineralized rhyolite interpreted to be a second rhyolite dome similar to that hosting the Principal Vein.

Portal is very encouraged by the exploration results to date from the Arroyo Verde program. A Phase II program of drilling is planned to follow up on the excellent results of the drilling on the Principal Zone, as well as to further test both the South Dome anomaly, and the as yet untested El Refugio-El Porvenir anomaly.

Portal is currently compiling the final results of this work prior to initiating a Phase II program of drilling planned for the first quarter of 2006 to further test the South Dome area as well as the very large porphyry anomaly to the south.  

SAN RAFAEL PROJECT

The San Rafael Project in central Mendoza province Argentina, consists of a large district sized group of claims in an area measuring 150 kilometres north–south by 10 to 40 kilometres east-west totaling in excess of 181,353 hectares (700 sq. miles). Infrastructure is excellent with access via a system of good paved and gravel roads with power and water in the area. San Rafael, a fully serviced town of over 200,000 inhabitants is conveniently located approximately 20 kilometres northeast of the project area. Topography is moderate with elevations in the range of 2,000 metres with isolated volcanic centres rising to 4,000 metres. With the predominantly dry climate and mild winters, exploration is possible throughout the year.

The project area is underlain by a sequence of volcanics and sediments, crosscut by a series of major northwest trending structures with associated copper-gold mineralization such Portal’s Anchoris project. The area also hosts gold-silver epithermal vein style mineralization associated with altered felsic volcanic centres such as the La Cabeza gold-silver project of Exeter Resources Ltd. located just 15 kilometres to the south of the Company’s project area.

Portal’s initial assessment of the area using new generation satellite imagery processed to highlight alteration assemblages, found that the epithermal and copper-gold porphyry systems have distinctive alteration signatures. Portal has identified over 40 altered and potentially mineralized target areas based on these guidelines combined with compilation of regional government sampling.

The Company plans to continue the program of systematic geological mapping and sampling that it initiated in early 2005 to identify priority targets for further trenching and geophysical surveys which is on going.

ANCHORIS PROJECT

The Anchoris Project, a large copper-gold porphyry system in the San Rafael group of claims in the south-central Mendoza Province, Argentina, is located approximately 300 kilometres south of Mendoza, the provincial capital. San Rafael, a fully serviced town of over 200,000 inhabitants is conveniently located approximately 80 kilometres northeast of the project area. Topography is moderate with elevations in the range of 2000 metres. With a predominantly dry climate and mild winters, exploration is possible throughout the year. Infrastructure is excellent with a series of state maintained paved and gravel roads providing easy access. Power and water are also available in the project area.

Historically, Anchoris has been partially explored by Argentina Mineral Development (AMD), BHP-Billiton and Rio Tinto Zinc using satellite imagery interpretation, structural studies, geological reconnaissance, and geophysical surveys, and limited drilling. This work led to the partial definition of the five porphyry copper zones at La Tortora, Julia, San Pedro, San Pedro North and La Chilca-Los Buitres along a clearly defined structural trend approximately 15 kilometres long. Alteration associated with these mineralized zones is widespread with an outer carbonate zone in excess of 4 kilometres in diameter. Within this extensive outer alteration halo, zones of strong argillic and well developed potassic alteration with sheeted quartz veinlets are associated with the more intense mineralization consisting of copper sulfides with associated gold. Mineralization is most intense within the La Totora zone where previous work by AMD and BHP Billiton defined copper-gold mineraliza tion both in outcrop (45m of 0.6% copper and 0.35 g/t gold) as well as in drill holes (average results of all drill holes is 0.30% copper and 0.17 g/t gold including 16m of 0.47% copper and 0.5% g/t gold in AN06).

Portal has carried out a program of mapping, hand trenching and sampling on the La Totora zone. Results to date include two trenches confirming the extension to the Totora zone 150 metres to the southeast as follows:

Trench 1

0.46% copper and 0.06 g/t gold over 10 metres

Trench 2

0.31% copper and 0.06 g/t gold over 9 metres

Trenching across the main footwall zone resulted in 37.7 metres grading 1.00% copper and 0.14 g/t gold.

Subsequent to the end of the quarter, Portal announced a continuing program of mapping, sampling, and geophysical surveys to further define the five zones of porphyry copper-gold mineralization prior to drilling which is planned for the first quarter of 2006.

1.3

Selected Annual Information

For the years ended June 30th

	2005	2004	2003
Total revenues	$           3,391	$          3,422	$         3,967
Net income (loss)	$     (735,538)	$    (225,304)	$     (48,558)
Basic and diluted EPS	$           (0.08)	$          (0.05)	$         (0.02)
Total assets	$    2,347,202	$   1,203,669	$     166,797
Total long-term liabilities	Nil	Nil	Nil
Cash dividends declared	Nil	Nil	Nil

1.4

Results of Operations for the three months ended September 30, 2005 and 2004

This review of the Results of Operations should be read in conjunction with the unaudited Consolidated Financial Statements of the Company for the three months ended September 30, 2005 and 2004.

Financial Results

Loss for the period

For the three months ended September 30, 2005 the Company incurred a net loss of $210,722 ($0.02 per share) compared to a net loss of $145,972 ($0.02 per share) for the three months ended September 30, 2004.  The increase in the net loss from fiscal 2005 to fiscal 2006 of $65,328 is primarily due to increases in expenditures on investor relations activities of $24,791, additional stock based compensation charges of $11,424 and a valuation allowance for foreign value added tax credits (IVA) of $29,492.

Revenue

The Company’s sole source of revenue is interest income on cash and cash equivalents.  The change in the Company’s revenues during the three months ended June 30, 2005 as compared to the year ended June 30, 2004 was not significant.

Expenses

General and administrative costs were $211,645 for the three months ended September 30, 2004, an increase of $65,328 as compared to $146,317 for the prior year.  The four largest expense items for this fiscal period were salaries and benefits of $45,212 (2004 - $60,717), stock-based compensation of $46,238 (2004 - $34,804), investor relations of $34,668 (2004 - $9,877) and a valuation allowance foreign value added tax credits of $29,492 (2004 - $nil).  These four items accounted for approximately 73% of the Company’s total general and administrative expenses for the period.

Salaries and benefits of $45,212 (2004 - $60,717) accounted for 21% (2004 – 41%) of general and administrative costs for the three months ended September 30, 2005.  For the majority of the three-month period there was one less full time employee.  

Stock-based compensation of $46,238 (2004 - $34,804) accounted for 22% (2004 – 24%) of general and administrative costs for the three months ended September 30, 2005.  The stock-based compensation reflects the fair market value of employee and non-employee share purchase options, which vested within the period.

Investor relations activities accounted for $34,668 (2004 - $9,877) or approximately 16% (2004 – 7%) of total general and administrative costs.  The increase is a result of increased attendance at conferences, news dissemination and costs associated with printed materials supplied to investors and potential investors as well as fees paid to Coal Harbor Communications Inc. for investor relations services.

The valuation allowance for foreign value added tax credits (IVA) of $29,492 (2004 - $nil) accounted for 14% (2004 – nil) of total general and administrative costs.  The increase is due to the additional exploration and support costs in Argentina and the Company does not believe that the refundable tax credits will be available to the Company in the near future.

Total assets

The total assets of the Company decreased during the quarter by $267,219 from $2,347,202 at June 30, 2005 to $2,079,983 at September 30, 2005.  Of the total decrease $489,763 is the decrease in cash during the period, which is offset by the increase in the deferred property and exploration costs of $211,778.  The remaining change is due to an increase in accounts receivable and prepaid expenses of $14,988 and amortization of equipment and software of $4,222.

1.5

Summary of Quarterly Results

	Three Months Ended
	September 30 2005	June 30 2005	March 31 2005	December 31 2004
	$	$	$	$
Income	923	1,397	819	830
General & Administration (excluding property write-offs)	211,645	282,031	134,419	176,162
Property write-offs	Nil	Nil	Nil	Nil
Net loss	211,645	280,634	133,600	175,332
Net loss per share	0.02	0.03	0.01	0.02

	Three Months Ended
	September 30 2004	June 30 2004	March 31 2004	December 31 2003
	$	$	$	$
Income	345	625	1,217	616
General & Administration (excluding property write-offs)	146,317	153,883	45,564	13,646
Property write-offs	Nil	12,079	Nil	Nil
Net loss	145,972	165,337	44,347	13,030
Net loss per share	0.02	0.03	0.01	0.01

1.6

Liquidity

Working Capital

The Company had working capital of $ 162,500 as of September 30, 2005 (June 30, 2005: $ 519,038), which should be adequate to meet the immediate requirements of the Company.  The decrease is primarily due to expenditures on mineral properties of $211,778 and a reduction of current liabilities of $118,237.  The ability of the Company to continue as a going concern is primarily dependent upon the Company obtaining proceeds raised from equity financing.  

Debt and Other Obligations

The Company does not have any long-term liabilities.

1.7

Capital Resources

As at September 30, 2005, the Company’s Capital Stock was $2,988,798 representing 10,873,943 common shares without par value (June 30, 2005 - $2,969,461 representing 10,798,943 common shares without par value).

During the three months ended September 30, 2005, 75,000 common shares were issued on the exercise of stock options with a value of $19,337, of which $15,502 was received in cash and $3,835 was the fair value of the options at grant that has been allocated to share capital from the contributed surplus account.

As at September 30, 2005, Contributed Surplus totaled $222,896 (June 30, 2005 - $180,493).  During the quarter the Company recognized $46,238 in stock-based compensation expense for share purchase options that vested during the period and $3,835 was allocated to share capital on the exercise of stock options.  During the quarter the Company granted to employees 30,000 share purchase options with an exercise price of $0.64 and an estimated fair market value of $0.28 per option and granted to consultants 50,000 share purchase options with an exercise price of $0.70 and a fair market value of $0.14 per option.

At September 30, 2005 the Company had 1,108,000 (June 30, 2005 – 1,103,000) outstanding share purchase options, which, if exercised, would increase the Company’s available cash by $507,654.  In addition, the Company had 1,112,470 (June 30, 2005 – 1,112,470) outstanding warrants, which, if exercised would increase the Company’s available cash by $1,001,224.

The Company relies on equity financings to fund its exploration activities and corporate overhead expenses.  There is no guarantee that the Company will be able to secure additional financing in the future at terms that are favourable.  To date, the Company has not used debt or other means of financing to further its exploration programs, and the Company has no plans to use debt financing at the present time.

1.8

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements either at September 30, 2005 or at the date of this report.

1.9

Transactions with Related Parties

During the three months ended September 30, 2005 the Company paid or accrued to pay another public company related by certain common directors $18,711 (2004 - $18,945) for the shared rent of office space and services and expenses reimbursements and as at September 30, 2005 owes this company an aggregate of $5,571 (June 30, 2005 - $5,423).

During the three months ended September 30, 2005 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $535 (2004 - $54) for fees and expense reimbursements and as at September 30, 2005 owes this company an aggregate of $535 (June 30, 2005 - $803).

As at September 30, 2005 the Company owes certain directors an aggregate of $Nil (June 30, 2005 - $5,108) for expense reimbursements.

1.10

Fourth Quarter

Not applicable

1.11

Proposed Transactions

As at September 30, 2005 and at the date of this report, the Company does not have any proposed transactions.

1.12

Critical Accounting Estimates

None.

1.13

Changes in Accounting Policies including Initial Adoption

None.

1.14

Financial Instruments and Other Instruments

None.

1.15

Other MD&A Requirements

Additional Information

Additional information about the Company is available on SEDAR at www.sedar.com.

Outstanding Share Data

As at November 21, 2005 the Company had the following items issued and outstanding:

•

10,873,943 common shares, of which 1,660,500 are held in escrow

•

1,108,000 common share purchase options with a weighted average exercise price of $0.46 expiring at various dates until September 15, 2010.

•

1,112,471 common share purchase warrants with a weighted average exercise price of $0.90 expiring at various dates until May 5, 2006

Investor Relations

On August 17, 2005, the Company entered into an agreement with Coal Harbor Communications Inc. (“Coal Harbor”) for investor relations and marketing services.  Under the terms of the agreement, Coal Harbor will receive a fee of $5,000 per month for a one year term and 50,000 share purchase options of the Company.  On August 26, 2005, the Company issued the 50,000 share purchase options at an exercise price of $0.70.  These options have a term of 1 year and vest in equal amounts every three months for 1 year.

Commitments and Contingencies

On June 18, 2004, the Company signed an option to acquire a 100% interest in a series of mining rights in Mendoza province of Argentina.  Under the terms of the agreements the Company is obligated to make three initial annual payments of $15,000.  The first two payments have been made with the third due on April 9, 2006.

Risk Factors

The Company’s financial success will be dependent upon the extent to which it can discover mineralization or acquire mineral properties and the economic viability of developing its properties.

The Company competes with many companies possessing greater financial resources and technical facilities than itself.  The market price of minerals and/or metals is volatile and cannot be controlled.  There is no assurance that the Company’s mineral exploration and development activities will be successful.  The development of mineral resources involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

The development of mineral resources in Argentina are subject to a comprehensive review, approval and permitting process that involves various federal and regional agencies.  There can be no assurance given that the required approvals and permits for a mining project, if technically and economically warranted, on the Company’s claims can be obtained in a timely or cost effective manner.

All of the Company’s short to medium term operating and cash flow must be derived from external financing.  Actual funding may vary from what is planned due to a number of factors including the progress of exploration and development on its current properties.  Should changes in equity market conditions prevent the Company from obtaining additional external financing, the Company will need to review its exploration property holdings to prioritise project expenditures based on funding availability.

The Company competes with larger and better financed companies for exploration personnel, contractors and equipment.  Increased exploration activity has increased the demand for equipment and services.  There can be no assurance that the Company can obtain required equipment and services in a timely or cost effective manner.

The Company’s operations in Argentina and financing activities in Canada make it subject to foreign currency fluctuations and such fluctuations may materially affect it financial position and results.

Outlook

The Company has planned exploration activities for its Arroyo Verde and San Rafael projects, which will assist in determining the value of these projects.  At the Arroyo Verde property, a Phase II program of drilling is planned to follow up on the excellent results of the drilling on the Principal Zone, as well as to further test both the South Dome anomaly, and the as yet untested El Refugio-El Porvenir anomaly.  At the San Rafael project the Company plans to continue the program of systematic geological mapping and sampling that it initiated in early 2005 to identify priority targets for further trenching and geophysical surveys which is on going.  At the Anchoris property, within the San Rafael project, exploration is continuing with additional mapping, trenching and sampling, as well as geophysical surveys to better define targets for drilling.

Forward Looking Statements

Certain information set forth in this report contains forward-looking statements.  By their nature, forward-looking statements are subject to numerous risks and uncertainties including: the results of current operation and exploration activities; market reaction to future operation and exploration activities; significant changes in metal prices; currency fluctuations; general market and industry conditions; and other factors detailed in the Company’s public filings.

Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.  Portal Resources Ltd.’s actual results, programs and financial position could differ materially from those expressed in or implied by these forward-looking statements, and accordingly, no assurance can be given that the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Portal Resources Ltd. will derive therefrom.  Portal Resources Ltd. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

EX-99

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Consolidated Financial Statements

September 30, 2005

September 30, 2004

and

June 30, 2005

June 30, 2004

June 30, 2003

(An exploration stage company)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

Portal Resources Ltd.	Trading Symbol: PDO.V
Head Office: Suite 750 – 625 Howe Street	Telephone:  604-629-1929
Vancouver, British Columbia, Canada V6C 2T6	Facsimile:   604-629-1930

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

CONSOLIDATED BALANCE SHEETS

(stated in Canadian dollars)

	September 30,		June 30,
	2005	2004	2005	2004
	(Unaudited- prepared by management)	(Unaudited- prepared by management)
ASSETS
Current
Cash and cash equivalents	$      250,335	$      357,177	$      740,098	$       599,027
Amounts receivable	7,873	21,163	4,432	14,374
Prepaid expenses	28,067	14,695	16,520	6,063
	286,275	393,035	761,050	619,464
Equipment and software (Note 4)	37,747	9,696	41,969	8,172
Mineral rights on unproven properties (Note 5)	1,755,961	661,398	1,544,183	576,033
	$   2,079,983	$    1,064,129	$   2,347,202	$   1,203,669
LIABILITIES
Current
Accounts payable and accrued liabilities	$      117,669	$         36,705	$      231,480	$        44,100
Due to related parties (Note 7)	6,106	2,993	10,532	31,890
	123,775	39,698	242,012	75,990
SHAREHOLDERS’ EQUITY
Share capital (Note 6)	2,988,798	1,366,017	2,969,461	1,358,097
Contributed surplus (Note 6)	222,896	113,612	180,493	78,808
Deficit	(1,255,486)	(455,198)	(1,044,764)	(309,226)
	1,956,208	1,024,431	2,105,190	1,127,679
	$  2,079,983	$    1,064,129	$   2,347,202	$    1,203,669

Going Concern (Note 1)

Approved by the Board of Directors:

Gary Nordin Bruce Winfield

See notes to the consolidated financial statements

See notes to the consolidated financial statements

PORTAL RESOURCES LTD.
(formerly Portal de Oro Resources Ltd.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(stated in Canadian dollars)
	Three months ended		Years ended
	September 30,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited- prepared by management)	(Unaudited- prepared by management)
	$	$	$	$	$
Revenue	-	-	-	-	-
Expenses
Accounting and audit	12,798	7,491	41,583	14,832	3,000
Amortization	4,222	881	10,171	1,581	-
Bank charges and interest	3,601	1,321	11,267	2,172	235
Consulting and management fees	8,917	171	30,390	3,171	5,500
Foreign exchange	(768)	4,023	(706)	4,894	-
Interest income	(923)	(345)	(3,391)	(3,422)	(3,967)
Investor relations	34,668	9,877	109,064	13,442	-
Legal	1,474	5,492	20,180	1,075	5,396
Office and miscellaneous	15,018	6,426	44,790	17,758	2,738
Rent	4,936	4,936	19,746	8,068	3,600
Project investigation	-	-	8,995	7,470	-
Salaries and benefits	45,212	60,717	243,971	45,586	-
Stock-based compensation (Note 6)	46,238	34,804	103,026	78,808	-
Travel	4,009	7,990	33,366	2,098	-
Transfer agent and filing fees	1,828	2,188	17,446	15,692	7,056
Write-off of mineral property expenses	-	-	-	12,079	-
Valuation allowance for foreign value       added tax credit (IVA)	29,492	-	45,640	-	-
Write-off of non-refundable deposit	-	-	-	-	25,000
	210,722	145,972	735,538	225,304	48,558
Net loss for the period	(210,722)	(145,972)	(735,538)	(225,304)	(48,558)
Deficit – beginning of period	(1,044,764)	(309,226)	(309,226)	(83,922)	(35,364)
Deficit – end of period	(1,255,486)	(455,198)	(1,044,764)	(309,226)	(83,922)
Loss per share (Note 2)	$         (0.02)	$       (0.02)	$       (0.08)	$      (0.05)	$     (0.02)
Weighted average number of common shares outstanding	10,811,443	8,542,000	9,445,368	4,386,667	2,320,000

See notes to the consolidated financial statements

See notes to the consolidated financial statements

PORTAL RESOURCES LTD.
(formerly Portal de Oro Resources Ltd.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(stated in Canadian dollars)
	Three months ended		Years ended
	September 30,		June 30,
	2005	2004	2004	2004	2003
	(Unaudited- prepared by management)	(Unaudited- prepared by management)
	$	$	$	$	$
Cash provided by (used for):
Operating Activities
Net loss for the period	(210,722)	(145,972)	(735,538)	(225,304)	(48,558)
Items not involving cash:
Stock-based compensation	46,238	34,804	103,026	78,808	-
Write-down of mineral properties	-	-	-	12,079	-
Amortization	4,222	881	10,171	1,581	-
	(160,262)	(110,287)	(622,341)	(132,836)	(48,558)
Changes in non-cash working capital:
Amounts receivable	(3,441)	(6,789)	9,942	(13,525)	(277)
Prepaid expenses	(11,547)	(8,632)	(10,457)	(4,788)	(250)
Accounts payable and accrued liabilities	(113,811)	(7,395)	187,380	39,378	1,227
Due to related parties	(4,426)	(28,897)	(21,358)	(41,899)	(1,035)
	(293,487)	(162,000)	(456,834)	(153,670)	(48,893)
Investing Activities
Purchase of equipment and software	-	(2,405)	(43,968)	(9,753)	-
Mineral rights on unproven properties	(211,778)	(85,365)	(968,150)	(192,235)	-
Acquisition of Portal de Oro (B.V.I.)       Ltd. (Note 3)	-	-	-	(122,337)	-
	(211,778)	(87,770)	(1,012,118)	(324,325)	-
Financing Activities
Shares issued for cash	15,502	7,920	1,679,127	947,900	-
Share issue costs	-	-	(69,104)	(35,551)	-
	15,502	7,920	1,610,023	912,349	-
Net cash provided (used) during period	(489,763)	(241,850)	141,071	434,354	(48,893)
Cash – beginning of period	740,098	599,027	599,027	164,673	213,566
Cash – end of period	250,335	357,177	740,098	599,027	164,673
Supplementary information on non-cash transactions
Shares issued to acquire Portal de Oro       (B.V.I.) Ltd.	$                -	$               -	$             -	$  200,000	$             -

See notes to the consolidated financial statements

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

1.

NATURE OF OPERATIONS AND GOING CONCERN

Portal Resources Ltd. (“Portal” or “the Company”, formerly Portal de Oro Resources Ltd. and Gateway Enterprises Ltd.) was incorporated on August 14, 2000 under the Company Act of the Province of British Columbia.  The Company was called for trading on the TSX Venture Exchange (“the Exchange”) as a “Capital Pool Company” in May 2001.

On March 15, 2004 the Company completed its Qualifying Transaction (“QT”) under the Capital Pool Company rules of the Exchange when it acquired all of the outstanding shares of Portal de Oro (B.V.I.) Ltd. (“Portal (BVI)”), which through its wholly owned subsidiary El Portal de Oro S.A (“Portal S.A.”) has a 100% interest the Arroyo Verde project in Argentina, in consideration for the issuance of 2,000,000 common shares of the Company at a deemed price of $0.10 per share.  All of the consideration shares are subject to a three-year value escrow agreement.

Pursuant to a Special Resolution passed by shareholders January 6, 2004, the Company changed its name from Gateway Enterprises Ltd. to Portal de Oro Resources Ltd. Pursuant to a Special Resolution passed by the shareholders on December 10, 2004, the Company changed its name from Portal de Oro Resources Ltd. to Portal Resources Ltd.

The Company is an exploration stage company whose business activity is the exploration of mineral rights located in Argentina.  The Company has not yet determined if any of these rights contain economic mineral reserves and, accordingly, the amounts shown for deferred exploration costs represent costs incurred to date, less write-downs, and do not necessarily reflect present or future values.  The recovery of these amounts is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration of the rights, and upon the commencement of future profitable production or, alternatively, upon the Company’s ability to dispose of its interests on an advantageous basis.

In order to maintain future exploration expenditures and cover administrative costs, the Company will need to raise additional financing.  Although the Company has been successful in raising funds to date, there can be no assurance that the Company will be able to continue to raise funds in the future in which case the Company may be unable to meet its obligations.  Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business the net realizable value of its assets may be materially less than the amounts recorded on the balance sheet.

2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP).  These interim consolidated financial statements do not include in all respects the annual disclosure requirements of generally accepted accounting principles and should be read in conjunction with the most recent annual consolidated financial statements.  The differences between those principles and these that would be applied under U.S. generally accepted accounting principles (U.S. GAAP) are disclosed in note 9.

References to the Company are inclusive of the Canadian parent company and its wholly-owned Argentinean subsidiary.  

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd. and Gateway Enterprises Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)

Financial Instruments

The Company’s financial instruments consist of current assets and current liabilities.  The fair value of these instruments approximate their carrying values due to their short-term nature.  Financial risk is the risk arising from fluctuations in foreign currency exchange rates.  The Company does not use derivative or hedging instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

Cash Equivalents

Cash equivalents consist of highly liquid investments with maturity dates of less than one year that are readily convertible into known amounts of cash.  Interest earned is recognized immediately in operations.

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

Mineral rights

Mineral right acquisition costs and their related exploration costs are deferred until the rights are placed into production or disposed of.  These costs will be amortized over the estimated useful life of the rights following the commencement of production, or written-off if the rights are disposed of.

Cost includes the cash consideration and the fair market value of shares issued on acquisition of mineral rights.  Rights acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.  The proceeds from options granted are netted against the cost of the related mineral rights and any excess is applied to operations.

The Company reviews capitalized costs on its mineral rights on a periodic basis and will recognize an impairment in value based upon current exploration results and upon management’s assessment of the future probability of profitable revenues from the rights or from the sale of the rights.  Management’s assessment of the right’s estimated current fair market value is also based upon a review of other similar mineral rights transactions that have occurred in the same geographic area as that of the rights under review.

Equipment and software

Equipment and software are recorded at cost. Amortization is provided for using the straight-line method at the following annual rates: Computer equipment – 30%; Computer software – 50%, Furniture and fixtures – 20%, Vehicles – 20%.

Share Capital

Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the TSX Venture Exchange.

Stock Option Plan

Effective July 1, 2003, the Company has early adopted the recommendation of the Canadian Institute of Chartered Accountants in accounting for employee stock option plans.  Options granted to employees and non-employees are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)

Stock-based Compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method.  The adoption of this accounting policy for stock-based compensation has been applied prospectively to all stock options granted subsequent to January 1, 2003, prior to which the Company followed the policy of disclosing on a pro-forma basis only the effect of accounting for stock options granted to employees and directors on a fair value basis.

The proceeds received by the Company on the exercise of options are credited to share capital.

Loss per share

Loss per share has been calculated using the weighted-average number of common shares outstanding during the period.  Fully diluted loss per share amounts are not presented, as they are anti-dilutive.

Income Taxes

The Company accounts for the tax consequences of future tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled.  When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no asset is recognized.  The Company has taken a valuation allowance for the full amount of all potential net tax assets.

Comparative figures

Certain comparative figures have been reclassified to conform with the presentation adopted in the current period.

3.

ACQUISTION OF PORTAL DE ORO (B.V.I.) LTD.

On March 15, 2004 the Company acquired all of the outstanding shares of Portal de Oro (B.V.I.) Ltd. (“Portal BVI”) whereby the Company acquired 100% of the Arroyo Verde project in Argentina, owned by El Portal de Oro S.A, a wholly owned subsidiary of Portal BVI. Under the purchase agreement, the Company acquired Portal BVI for 2,000,000 common shares of the Company valued at $0.10 per share.  The Company incurred acquisition costs of $122,372. The acquisition has been accounted for using the purchase method.  The allocation of the purchase price is summarized as follows:

Purchase price:

Shares issued

$

200,000

Acquisition costs

122,372

$

322,372

Assets acquired:

Cash

$

        35

Mineral property

395,877

             395,912

Liabilities assumed:

Current liabilities

             (73,540)

Net assets acquired

$           322,372

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

4.

EQUIPMENT AND SOFTWARE

	September 30,				June 30,
	2005			2004
	(Unaudited – prepared by management)			(Unaudited – prepared by management)	2005	2004
	Cost	Accumulated amortization	Net book value	Net book value	Net book value	Net book value
	$	$	$	$	$	$
Computer equipment	10,980	5,043	5,937	8,960	6,760	7,289
Computer software	17,796	7,189	10,607	736	12,758	883
Furniture & fixtures	1,701	255	1,446	-	1,531	-
Vehicles	23,244	3,487	19,757	-	20,920	-
	56,804	15,974	37,747	9,696	41,969	8,172

5.

MINERAL RIGHTS ON UNPROVEN PROPERTIES

The Company’s mineral properties are all located in.  A breakdown of carrying values by property and significant expenditure category is as follows:

	Arroyo Verde	San Rafael		Project Investigation		Total
Total as at June 30, 2003	$                 -	$                 -		$                 -		$               -
Land acquisition & holding costs	399,079	63,018		4,989		467,086
Environmental	2,172	-		-		2,172
Geology	43,535	17,984		44,262		105,781
Surface geochemistry	2,894	-		3,300		6,194
Other	49	5,873		957		6,879
Total expenditures	447,729	86,875		53,508		588,112
Property write-offs	(49)		(5,873)		(6,157)		(12,079)
Total as at June 30, 2004	447,680	81,002		47,351		576,033
Land acquisition & holding costs	48,083	120,421		1,739		170,243
Environmental	-	11,830		-		11,830
Geology	307,124	64,159		14,434		385,717
Geophysics	175,255	-		-		175,255
Surface geochemistry	24,649	4,319		101		29,069
Drilling	196,036	-		-		196,036
Total expenditures	751,147	200,729		16,274		968,150
Total as at June 30, 2005	1,198,827	281,731		63,625		1,544,183
Land acquisition & holding costs	1,691	21		-		1,712
Geology	92,801	882		1,581		95,264
Surface geochemistry	28,527	-		-		28,527
Drilling	86,275	-		-		86,275
Total expenditures	209,294	903		1,581		211,778
Total as at September 30, 2005	$  1,408,121	$     282,634		$       65,206		$  1,755,961

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

5.

MINERAL RIGHTS ON UNPROVEN PROPERTIES, (Continued)

Arroyo Verde

On November 27, 2003, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Chubut province of Argentina.  Under the terms of the agreement the Company’s payment requirements are as follows:

   US$

Within 60 days of reviewing technical data

$   1,000 (paid)

On signing of the agreement

$   4,000 (paid)

On or before June 1, 2004

$   5,000 (paid)

On or before December 1, 2004

$ 20,000 (paid)

On or before December 1, 2005

$ 40,000

On or before December 1, 2006

$ 60,000

On or before December 1, 2007

$ 80,000

On or before December 1, 2008 or upon receipt of a feasibility study, the Company must pay an advance royalty payment of US$1 for each ounce of gold equivalent in the measured and indicated resources with a minimum of US$100,000 and a maximum of US$250,000.  This advance royalty can be applied against subsequent royalty obligations.  The vendor retains a 2% net smelter royalty that the Company can purchase 1% of, at any time, for US$1,000,000.

San Rafael

The properties in the San Rafael project have been acquired through two separate option agreements.

San Pedro

On June 18, 2004, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Mendoza province of Argentina.  Under the terms of the agreement the Company’s payment requirements to exercise the option are as follows:

      US$         

On signing of the agreement

$  30,000 (paid)

On or before June 18, 2005

$  20,000 (paid)

On or before June 18, 2006

$  30,000

On or before June 18, 2007

$  40,000

On or before June 18, 2008

$  50,000

On or before June 18, 2009

$  60,000

On or before June 18, 2010

$200,000

On or before June 18, 2011

$200,000

On or before June 18, 2012

$200,000

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

5.

MINERAL RIGHTS ON UNPROVEN PROPERTIES, (Continued)

Rio de la Plata

On June 18, 2004, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Mendoza province of Argentina.  Under the terms of the agreement the Company’s payment requirements to exercise the option are as follows:

      US$          

On signing of the agreement

$  15,000 (paid)

On or before April 9, 2005

$  15,000 (paid)

On or before April 9, 2006

$  15,000

On or before April 9, 2007

$  50,000

On or before April 9, 2008

$  70,000

On or before April 9, 2009

$100,000

The Company is obligated to make the initial three annual payments of $15,000.  Should the Company wish to develop any of the four areas defined in the agreement, during the term of the option, it must pay the sum of US$50,000 for each area so designated.  The Company would then form a new 100% owned subsidiary to which the mining rights in that designated area would be transferred.  The new subsidiary would be subject to a 15% to 20% net profit interest to the owner.  The Company has the right to purchase 10% of the net profits interest at any time for the sum of US$1,000,000.

6.

SHARE CAPITAL

Authorized

100,000,000 Common Shares without par value, 100,000,000 Preferred shares issuable in series

Issued

	Number	Price per share	Amount
Private placement	1,120,000	$      0.09	$     100,800
Public offering	1,200,000	0.18	216,000
Share issue costs	-		(71,052)
Balance – June 30, 2003	2,320,000		245,748
Private placement	1,000,000	0.15	150,000
Private placement	3,170,000	0.25	792,500
On exercise of options	30,000	0.18	5,400
On acquisition of Portal BVI	2,000,000	0.10	200,000
Share issue costs	-		(35,551)
Balance – June 30, 2004	8,520,000		1,358,097
Private placement	1,456,000	0.75	1,092,000
Private placement	768,943	0.75	576,707
On exercise of options	54,000	0.19	10,420
Transfer upon exercise of options	-		1,341
Share issue costs	-		(69,104)
Balance – June 30, 2005	10,798,943		2,969,461
On exercise of options	75,000	0.21	15,502
Transfer upon exercise of options	-		3,835
Balance – September 30, 2005	10,873,943		$ 2,988,798

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

6.

SHARE CAPITAL, (Continued)

Escrowed Shares

A total of 3,690,000 common shares issued were placed in escrow and their release from escrow is subject to the terms of an agreement between the Company, its stock transfer agent and the beneficial owners of the escrowed shares.  These shares are to be released in stages within three years of the completion date of the Qualifying Transaction. On March 15, 2004, 369,000 of the escrowed shares were released, on September 15, 2004, 553,500 were released, on March 15, 2005 553,500 were released and on September 15, 2005 553,500 were released.  As at September 30, 2005, there are 1,660,500 common shares remaining in escrow.

Stock Options

The Company has a stock option plan as described in the most recent annual financial statements of the Company.  The Company accounts for its grants in accordance with the fair value method of accounting for stock-based compensation.

A summary of changes to stock options outstanding is as follows:

	September 30,		June 30,
	(Unaudited-prepared by management) 2005		2005		2004
		Weighted- Average		Weighted- Average		Weighted-Average
	Number of shares	Exercise Price	Number of shares	Exercise Price	Number of shares	Exercise Price
Outstanding at beginning     of year	1,103,000	$   0.43	960,000	$      0.32	232,000	$      0.18
Granted under plan	80,000	$   0.68	347,000	$      0.84	820,800	$      0.34
Exercised	(75,000)	$   0.21	(54,000)	$      0.19	(30,000)	$      0.18
Forfeited or cancelled	-	-	(150,000)	$      0.79	(62,800)	$      0.18
Outstanding at end of period	1,108,000	$   0.46	1,103,000	$      0.43	960,000	$      0.32

Stock-based Compensation

The Company recorded stock-based compensation expense for stock options of $46,238 in the quarter ended September 30, 2005 (2004 - $34,804) and $103,026 for the year ended June 30, 2005 (2004 - $78,808).  These costs were offset to contributed surplus of $222,896.

For all stock options that have been granted, the Company will recognize stock-based compensation as the options vest and will expense an additional $49,644 in the remainder of the fiscal year.  The remaining $818 will be expensed in the first quarter of the fiscal year ended June 30, 2007.

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

1.

SHARE CAPITAL, (Continued)

On August 17, 2005, the Company entered into an agreement with Coal Harbor Communications Inc. (“Coal Harbor”) for investor relations and marketing services.  Under the terms of the agreement, Coal Harbor will receive a fee of $5,000 per month for a one-year term and 50,000 share purchase options of the Company.  On August 26, 2005, the company issued the 50,000 stock options at an exercise price of $0.70.  These options have a term of one year and vest in equal amounts every three months for one year.  The fair value of these options was estimated at $0.14 per option at grant date.

On September 15, 2005, the Company granted an employee 30,000 share purchase options with an exercise price of $0.64.  These options have a term of five years and vest in equal amounts every three months for one year.  The fair value of these options was estimated at $0.28 per option at grant date.

The fair value of the options granted was estimated using the Black-Scholes option-pricing model, based on the following assumptions:

	Sept. 30, 2005	Sept. 30, 2004	June 30, 2005	June 30, 2004
Stock compensation	$         46,238	$      34,804	$    103,026	$      78,808
Risk-free interest rate	3.4%	4%	4%	4%
Expected stock price volatility	49% - 62%	72% – 76%	72%	76%
Expected option life in years	1-3  years	3 years	3 years	3 years
Expected dividend yeild	Nil	Nil	Nil	Nil

Option-pricing models require the input of highly subjective assumptions regarding the expected volatility and expected life. Changes in assumptions can materially affect the fair value of the Company’s stock options at the date of grant.

Stock options outstanding as at September 30, 2005 are as follows:

Number	Exercise Price	Expiry Date
48,800	$             0.18	May 28, 2006
632,200	$             0.25	March 15, 2009
50,000	$             0.75	June 18, 2009
70,000	$             0.77	December 23, 2009
227,000	$             0.86	April 14, 2010
50,000	$             0.70	August 26, 2006
30,000	$             0.64	September 15, 2010
1,108,000

Warrant outstanding as at September 30, 2005are as follows:

Number	Exercise Price	Expiry Date
728,000	$             0.90	December 20, 2005
384,471	$             0.90	May 5, 2006
1,112,471

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

7.

RELATED PARTY TRANSACTIONS

Payments to related parties were made in the normal course of operations and were valued at fair value as determined by management.  Amounts due to or from related parties are unsecured, non-interest bearing and due on demand.

For the three month period ended September 30, 2005 and 2004 (Unaudited)

During the three months ended September 30, 2005, the Company paid or accrued to pay another public company related by certain common directors $18,711 (2004 - $18,945) for the shared rent of office space and services and expense reimbursements and as at September 30, 2005 owes this company an aggregate of $5,571 (June 30, 2005 - $5,423).

During the three months ended September 30, 2005, the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $535 (2004 - $54) for fees and expense reimbursements and as at September 30, 2005 owes this company an aggregate of $535 (June 30, 2005 – $803).

As at September 30, 2005 the Company owes certain directors an aggregate of $Nil (June 30, 2005 - $5,108) for expense reimbursements

For the years ended June 30, 2004, 2003, 2002

The Company paid another public company related by certain common directors $63,828 (2004 - $20,750; 2003 - $3,600) for the shared rent of office space and services and as at June 30, 2005 owes this company an aggregate of $5,423 (2004 - $18,504; 2003 - $nil).

The Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $6,382 (2004 - $4,759; 2003 - $1,775) for fees and expense reimbursements and during 2004 paid $5,350 for deferred acquisition costs.  As at June 30, 2005 owes this company an aggregate of $803 (2004 - $nil; 2003 - $11).

As at June 30, 2005 the Company owes certain directors an aggregate of $5,108 (2004 - $13,386; 2003 - $238) for expense reimbursements.

8.

INCOME TAXES

A reconciliation of income taxes at statutory rates with reported taxes is as follow:

	2005	2004		2003
Loss before income taxes	$   (735,538)		$    (225,304)		$      (48,558)
Expected income taxes (recovery)	$   (261,998)		$      (84,759)		$      (19,229)
Non-deductible (deductible) expenses for tax purposes	25,054	(7,923)			(5,627)
Unrecognized benefit on non-capital losses	236,944	92,682		24,856
Total income taxes (recovery)	$                -	$                -		$                -

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

8.

INCOME TAXES, (Continued)

The significant components of the Company’s future income tax assets for Canadian purposes are as follows:

	2005	2004		2003
Future income tax assets
Non-capital loss carryforwards	$     307,218	$     372,917		$   126,552
Share issue costs	27,290	42,652		28,422
Equipment	10,855	1,851		-
Future income tax assets before valuation allowance	345,363	417,420		154,974
Less: valuation allowance	(345,363)		(417,420)		(154,974)
Net future income tax assets	$                 -	$                 -		$               -

The Company has incurred losses for Canadian income tax purposes of approximately $862,488, which can be carried forward to reduce taxable income in future years:  These losses will expire as follows:

2007	$       37,865
2008	25,919
2009	62,768
2010	160,595
2011	575,341
	$     862,488

In addition, the Company has non-capital loss carry forwards and related resource property expenditures that are available to reduce income in future years in Argentina.  The benefits of these future tax assets have not been recorded in the accounts of the Company.

9.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

Under Canadian GAAP for junior mining exploration companies, mineral exploration expenditures are deferred on prospective mineral rights until such time as it is determined that further exploration work is not warranted, at which time the mineral right costs are written-off. Under U.S. GAAP, all exploration expenditures are expensed until an independent feasibility study has determined that the mineral rights are capable of economic commercial production. The following items (a) to (g) provide a summary of the impact of these financial statements that would result form the application of U.S. accounting principles to deferred mineral rights.

	Three months ended		Years ended
	September 30,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited-prepared by management)
	$	$	$	$	$
a)  Assets
Deferred Mineral Rights Costs
Deferred mineral right costs following
Canadian GAAP:	1,755,961	661,398	1,544,183	576,033	-
Less deferred mineral rights costs	(1,755,961)	(661,398)	(1,544,183)	(576,033)	-
Deferred mineral rights costs following
U.S. GAAP	-	-	-	-	-

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

9.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

	Three months ended		Years ended
	September 30,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited-prepared by management)
	$	$	$	$	$
b)  Operations
Net loss following Canadian GAAP	(210,722)	(145,972)	(735,538)	(225,304)	(48,558)
Deferred mineral rights costs expensed
under U.S. GAAP	(211,778)	(85,365)	(968,150)	(576,033)	-
Net loss under U.S. GAAP	(422,500)	(231,337)	(1,703,688)	(801,337)	(48,558)
c)  Deficit
Closing deficit under Canadian GAAP	(1,255,486)	(455,198)	(1,044,764)	(309,226)	(83,922)
Adjustment to deficit for accumulated
deferred mineral rights expensed under
U.S. GAAP, net of income items	(1,755,961)	(661,398)	(1,544,183)	(576,033)	-
Closing deficit under U.S. GAAP	(3,011,447)	(1,116,596)	(2,588,947)	(885,259)	(83,922)
	-

d)  Cash Flows – Operating Activities
Cash applied to operations under
Canadian GAAP	(293,487)	(162,000)	(456,834)	(153,670)	(48,893)
Add net loss following Canadian GAAP	210,722	145,972	735,538	225,304	48,558
Add non cash mineral rights expensed         under U.S. GAAP	-	-	-	275,540	-
Less net loss following U.S. GAAP	(422,500)	(231,337)	(1,703,688)	(801,337)	(48,558)
Less mineral rights costs expensed under         Canadian GAAP	-	-	-	(12,079)	-
Cash applied to operations under U.S.
GAAP	(505,265)	(247,365)	(1,424.984)	(468,242)	(48,893)
e)  Cash Flows – Investing Activities
Cash applied under Canadian GAAP	(211,778)	(87,770)	(1,012,118)	(324,325)	-
Add mineral right costs expensed under
U.S. GAAP	211,778	85,365	968,150	314,572	-
Cash applied under U.S. GAAP	-	(2,405)	(43,968)	(9,753)	-

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended September 30, 2005 and 2004 (Unaudited – prepared by management)

For the years ended June 30, 2005, 2004 and 2003

(stated in Canadian dollars)

9.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) (Continued)

OTHER DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP

a)

Stockholders’ Equity

Common Stock

Under U.S. GAAP applied to the financial statements of the Company, compensation expense and related assumptions must be disclosed for all stock options granted, requiring the Company to utilize either the intrinsic value method or the fair-value based methods of accounting for stock-based compensation.  Under Canadian GAAP, no such expense or related disclosures were required to be recognized prior to 2002.

No stock options were issued or vested during 2002, therefore the Company’s accounting treatment and related disclosures for 2002 were materially congruent with the approach followed under APB 25.  In 2003 however, the Company, if required to report under U.S. GAAP, would have elected to apply the provisions of SFAS 123 and to account for all options issued to employees and consultants utilizing the fair-value based method.  This approach would have been consistent with new Canadian GAAP standards applied in 2003.  As a further similarity, both U.S. and Canadian standards for recording stock-based compensation permit the Company to adopt a fair value methodology on a prospective basis, which the Company has adopted.

b)

Loss per Share

Under Canadian GAAP, shares held in escrow and contingently issuable are included in the calculation of loss per share, however under U.S. GAAP, these shares are excluded until the shares are released for trading.

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share calculations.  Diluted loss per share is not presented as it is anti-dilutive.

	Three months ended		Years ended
	September 30,		June 30,
	2005	2004	2005	2004	2002
	(Unaudited-prepared by management)
	$	$	$	$	$
Numerator: Net loss for the period
under  U.S. GAAP	(422,500)	(231,337)	(1,703,688)	(801,337)	(48,558)
Denominator: Weighted-average
number of shares under Canadian:
and U.S. GAAP	10,811,443	8,542,000	9,445,368	4,386,667	2,320,000
Adjustment required under U.S.
GAAP (escrow shares)	-	-	-	(720,000)	(1,120,000)
Weighted-average number of shares
under U.S. GAAP	10,811,443	8,542,000	9,445,368	3,666,667	1,200,000
Basic and fully diluted loss per share
under U.S. GAAP	$        (0.04)	$       (0.03)	$     (0.18)	$     (0.22)	$     (0.04)