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   February 2006            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.

Interim Financial Statements (Unaudited) for the six month period ended December 21, 2005.

2.

Management Discussion and Analysis

3.

Certification of CEO

4.

Certification of CFO

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: February 28, 2006 By:   /s/  Bruce Winfield               Bruce Winfield,               President and CEO

Exhibits:

99.1   Interim Financial Statements (Unaudited) for the six month period ended December 21, 2005.

99.2   Management Discussion and Analysis

99.3   Certification of CEO

99.4   Certification of CFO

EX-99

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Consolidated Financial Statements

December 31, 2005

December 31, 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)

	December 31,		June 30,
	2005	2004	2005	2004
	(Unaudited- prepared by management)	(Unaudited- prepared by management)
ASSETS
Current
Cash and cash equivalents	$      208,652	$    1,124,014	$      740,098	$       599,027
Amounts receivable	10,068	30,345	4,432	14,374
Prepaid expenses	9,032	11,714	16,520	6,063
	227,752	1,166,073	761,050	619,464
Equipment and software (Note 4)	33,526	10,460	41,969	8,172
Mineral rights on unproven properties (Note 5)	1,865,732	873,166	1,544,183	576,033
	$   2,127,010	$    2,049,699	$   2,347,202	$   1,203,669
LIABILITIES
Current
Accounts payable and accrued liabilities	$      181,107	$       131,883	$      231,480	$        44,100
Due to related parties (Note 7)	25,543	6,123	10,532	31,890
	206,650	138,006	242,012	75,990
SHAREHOLDERS’ EQUITY
Share capital (Note 6)	2,987,643	2,406,974	2,969,461	1,358,097
Shares subscribed (Note 10)	165,000	-	-	-
Contributed surplus (Note 6)	253,766	135,249	180,493	78,808
Deficit	(1,486,049)	(630,530)	(1,044,764)	(309,226)
	1,920,360	1,911,693	2,105,190	1,127,679
	$  2,127,010	$    2,049,699	$   2,347,202	$    1,203,669

Going Concern (Note 1)

Subsequent Events (Note 10)

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)
	Six months ended		Years ended
	December 31,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited- prepared by management)	(Unaudited- prepared by management)
	$	$	$	$	$
Revenue	-	-	-	-	-
Expenses
Accounting and audit	29,571	25,179	41,583	14,832	3,000
Amortization	8,443	1,818	10,171	1,581	-
Bank charges and interest	5,713	4,162	11,267	2,172	235
Consulting and management fees	14,060	671	30,390	3,171	5,500
Foreign exchange	1,249	3,806	(706)	4,894	-
Interest income	(1,426)	(1,175)	(3,391)	(3,422)	(3,967)
Investor relations	109,592	31,155	109,064	13,442	-
Legal	5,301	18,211	20,180	1,075	5,396
Office and miscellaneous	27,495	15,433	44,790	17,758	2,738
Rent	9,873	9,873	19,746	8,068	3,600
Project investigation	6,954	8,840	8,995	7,470	-
Salaries and benefits	104,369	124,271	243,971	45,586	-
Stock-based compensation (Note 6)	77,108	56,441	103,026	78,808	-
Travel	4,923	12,625	33,366	2,098	-
Transfer agent and filing fees	7,019	9,994	17,446	15,692	7,056
Write-off of mineral property expenses	-	-	-	12,079	-
Valuation allowance for foreign value       added tax credit (IVA)	31,041	-	45,640	-	-
Write-off of non-refundable deposit	-	-	-	-	25,000
	441,285	321,304	735,538	225,304	48,558
Net loss for the period	(441,285)	(321,304)	(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	(1,486,049)	(630,530)	(1,044,764)	(309,226)	(83,922)
Loss per share (Note 2)	$         (0.04)	$       (0.04)	$       (0.08)	$      (0.05)	$     (0.02)
Weighted average number of common shares outstanding	10,842,693	8,674,333	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)
	Six months ended		Years ended
	December 31,		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	(441,285)	(321,304)	(735,538)	(225,304)	(48,558)
Items not involving cash:
Stock-based compensation	77,108	56,441	103,026	78,808	-
Write-down of mineral properties	-	-	-	12,079	-
Amortization	8,443	1,818	10,171	1,581	-
	(355,734)	(263,045)	(622,341)	(132,836)	(48,558)
Changes in non-cash working capital:
Amounts receivable	(5,636)	(15,971)	9,942	(13,525)	(277)
Prepaid expenses	7,488	(5,651)	(10,457)	(4,788)	(250)
Accounts payable and accrued liabilities	(50,373)	87,783	187,380	39,378	1,227
Due to related parties	15,011	(25,767)	(21,358)	(41,899)	(1,035)
	(389,244)	(222,651)	(456,834)	(153,670)	(48,893)
Investing Activities
Purchase of equipment and software	-	(4,106)	(43,968)	(9,753)	-
Mineral rights on unproven properties	(321,549)	(297,133)	(968,150)	(192,235)	-
Acquisition of Portal de Oro (B.V.I.)       Ltd. (Note 3)	-	-	-	(122,337)	-
	(321,549)	(301,239)	(1,012,118)	(324,325)	-
Financing Activities
Shares issued for cash	15,502	1,099,920	1,679,127	947,900	-
Shares subscribed	165,000	-	-	-	-
Share issue costs	(1,155)	(51,043)	(69,104)	(35,551)	-
	179,347	1,048,877	1,610,023	912,349	-
Net cash provided (used) during period	(531,446)	524,987	141,071	434,354	(48,893)
Cash – beginning of period	740,098	599,027	599,027	164,673	213,566
Cash – end of period	208,652	1,124,014	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 December 31, 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 December 31, 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 December 31, 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 December 31, 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

	December 31,				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	5,867	5,113	8,227	6,760	7,289
Computer software	17,796	9,340	8,456	589	12,758	883
Furniture & fixtures	1,701	340	1,361	1,644	1,531	-
Vehicles	23,244	4,648	18,596	-	20,920	-
	53,721	20,195	33,526	10,460	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	49,557	13,946		-		63,503
Geology	105,483	15,291		8,719		129,493
Surface geochemistry	36,158	-		-		36,158
Drilling	92,395	-		-		92,395
Total expenditures	283,593	29,237		8,719		321,549
Total as at December 31, 2005	$  1,482,420	$     310,968		$       72,344		$  1,865,732

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 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 (paid)

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 December 31, 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
Share issue costs	-		(1,155)
Balance – December 31, 2005	10,873,943		$ 2,987,643

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 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 December 31, 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.  On December 1, 2005, the maximum aggregate number of common shares reserved and authorized to be issued pursuant to options granted under the Stock Option Plan was amended from 1,284,600 to 1,619,841 common shares.  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:

	December 31,		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 $77,108 for the six months ended December 31, 2005 (2004 - $56,441) and $103,026 for the year ended June 30, 2005 (2004 - $78,808).  These costs were offset to contributed surplus of $253,766.

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 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	Dec 31, 2004	June 30, 2005	June 30, 2004
Stock compensation	$         77,108	$      56,441	$    103,026	$      78,808
Risk-free interest rate	3.4%	4%	4%	4%
Expected stock price volatility	49% - 62%	76% – 79%	72%	76%
Expected option life in years	1-3  years	2.25 -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 December 31, 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 December 31, 2005are as follows:

Number	Exercise Price	Expiry Date
384,471	$             0.90	May 5, 2006

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 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 six month period ended December 31, 2005 and 2004 (Unaudited)

During the six months ended December 31, 2005, the Company paid or accrued to pay another public company related by certain common directors $35,110 (2004 - $31,287) for the shared rent of office space and services and expense reimbursements and as at December 31, 2005 owes this company an aggregate of $16,399 (June 30, 2005 - $5,423).

During the six months ended December 31, 2005, the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $1,766 (2004 - $4,509) for fees and expense reimbursements and as at December 31, 2005 owes this company an aggregate of $1,766 (June 30, 2005 – $803).

As at December 31 2005 the Company owes certain directors an aggregate of $7,379 (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 December 31, 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.

	Six months ended		Years ended
	December 31,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited-prepared by management)
	$	$	$	$	$
a)  Assets
Deferred Mineral Rights Costs
Deferred mineral right costs following
Canadian GAAP:	1,865,732	873,166	1,544,183	576,033	-
Less deferred mineral rights costs	(1,865,732)	(873,166)	(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 December 31, 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)

	Six months ended		Years ended
	December 31,		June 30,
	2005	2004	2005	2004	2003
	(Unaudited-prepared by management)
	$	$	$	$	$
b)  Operations
Net loss following Canadian GAAP	(441,285)	(321,304)	(735,538)	(225,304)	(48,558)
Deferred mineral rights costs expensed
under U.S. GAAP	(321,549)	(297,133)	(968,150)	(576,033)	-
Net loss under U.S. GAAP	(762,834)	(618,437)	(1,703,688)	(801,337)	(48,558)
c)  Deficit
Closing deficit under Canadian GAAP	(1,486,049)	(630,530)	(1,044,764)	(309,226)	(83,922)
Adjustment to deficit for accumulated
deferred mineral rights expensed under
U.S. GAAP, net of income items	(1,865,732)	(873,166)	(1,544,183)	(576,033)	-
Closing deficit under U.S. GAAP	(3,351,781)	(1,503,696)	(2,588,947)	(885,259)	(83,922)
	-

d)  Cash Flows – Operating Activities
Cash applied to operations under
Canadian GAAP	(389,244)	(222,651)	(456,834)	(153,670)	(48,893)
Add net loss following Canadian GAAP	441,285	321,304	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	(762,834)	(618,437)	(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	(710,793)	(519,784)	(1,424.984)	(468,242)	(48,893)
e)  Cash Flows – Investing Activities
Cash applied under Canadian GAAP	(321,549)	(301,239)	(1,012,118)	(324,325)	-
Add mineral right costs expensed under
U.S. GAAP	321,549	297,133	968,150	314,572	-
Cash applied under U.S. GAAP	-	(4,106)	(43,968)	(9,753)	-

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 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

f)

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.

g)  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.

	Six months ended		Years ended
	December 31,		June 30,
	2005	2004	2005	2004	2002
	(Unaudited-prepared by management)
	$	$	$	$	$
Numerator: Net loss for the period
under  U.S. GAAP	(762,834)	(618,437)	(1,703,688)	(801,337)	(48,558)
Denominator: Weighted-average
number of shares under Canadian:
and U.S. GAAP	10,842,693	8,674,333	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	10,842,693	8,674,333	9,445,368	3,666,667	1,200,000
Basic and fully diluted loss per share
under U.S. GAAP	$        (0.07)	$       (0.07)	$     (0.18)	$     (0.22)	$     (0.04)

PORTAL RESOURCES LTD.

(formerly Portal de Oro Resources Ltd.)

Notes to the Consolidated Financial Statements

For the periods ended December 31, 2005 and 2004 (Unaudited – prepared by management)

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

(stated in Canadian dollars)

10.

SUBSEQUENT EVENTS

Private Placement

On December 9, 2005, the Company announced a $2,000,000 non-brokered private placement, which was subsequently increased to $3,250,000.  On February 3, 2006, the Company completed the private placement for 6,755,000 units at $0.50 for gross proceeds of $3,377,500, with each unit consisting of one common share and one-half share purchase warrant.. Each whole share purchase warrant is exerciseable at $0.75 until February 3, 2007 and all securities have a four-month hold period expiring on June 4, 2006.  Some Company officers and directors have purchased a portion of this placement.  Finder’s fees of $111,038 and 148,225 units were paid on this placement.

Proceeds will be used to advance exploration on the Company’s exploration projects and for general working capital purposes.

Stock Options

On January 20, 2006, the Company granted 180,000 share purchase options with an exercise price of $0.70 to directors, officers and employees.  These options have a term of five years and vest in equal amounts every three months for one year.

On February 10, 2006, 46,400 stock options were exercised for gross proceeds of $8,352.

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 six months ended December 31, 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.

DATE

This MD&A is prepared as of February 13, 2006.  All dollar figures stated herein are expressed in Canadian dollars unless otherwise specified.

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 six months ended December 31, 2005

ARROYO VERDE PROJECT

The Arroyo Verde project located in the eastern Chubut province, Patagonia, Argentina has excellent infrastructure 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 exploring 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 on the Principal Vein, successfully defined 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 (IP) geophysical surveys by Portal, greatly expanded the size of the Arroyo Verde dome complex to 4 kilometres by five kilometres under gravel cover.  The survey also defined a large 3 kilometre long by 1.5 kilometre wide zone of high resistivity and chargeability 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 survey also outlined 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 8 kilometres south of the main rhyolite dome. Mapping and sampling at El Refugio-El Porvenir has defined coincident phyllic to argillic alteration haloes and geochemical anomalies in lead-barium-molybdenum and silver further indicating a large buried mineralized system.

A Phase I 2,944 metre drill program to test the known mineralized veins as well as the large South Dome anomaly defined a strong continuous gold-silver vein along a 600 metre strike length and to a depth of 100 to 150 metres below surface on the Principal Vein.  A western mineralized "shoot" along a 350 metre strike and open to the west and to depth, resulted in drill intercepts ranging 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). An eastern mineralized "shoot" defined along a 200 metre strike and open to the east and to depth, resulted in 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 1 5.8 gram metres).

Three holes drilled as an initial test in the South Dome Anomaly identified altered and weakly mineralized rhyolite interpreted to be a second rhyolite dome similar to that hosting the Principal Vein.

Based on the encouraging results to date, a Phase II program of drilling is planned to start in the 1^st quarter of 2006 to follow up 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.

SAN RAFAEL PROJECT

The San Rafael Project in central Mendoza province Argentina, is a large district sized group of claims totaling in excess of 181,353 hectares (700 sq. miles). Infrastructure is excellent with access via 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.  With moderate topography, elevations in the range of 2,000 metres and a predominantly dry climate with 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, identified over 40 altered and potentially mineralized target areas.  Portal is continuing a program of systematic geological mapping and sampling to identify priority targets for further trenching and geophysical surveys.

ANCHORIS PROJECT

The Anchoris Project, a large copper-gold porphyry system within the San Rafael group of claims is located approximately 300 kilometres south of Mendoza, the provincial capital.  San Rafael, a fully serviced town is located approximately 80 kilometres northeast of the project area.  Moderate topography with elevations in the range of 2,000 metres and predominantly dry climate and mild winters make exploration is possible throughout the year. Infrastructure is excellent with state maintained paved and gravel roads providing easy access and power and water available in the project area.

Previous exploration using satellite imagery interpretation, structural studies, geological reconnaissance, and geophysical surveys, and limited drilling 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 in length.  An outer, widespread carbonate zone in excess of 4 kilometres in diameter contains zones of strong argillic and well developed potassic alteration with sheeted quartz veinlets that are associated with the more intense mineralization consisting of copper sulfides with associated gold. The La Totora zone is the most intensely mineralized with well developed copper-gold mineralization both in outcrop (45m of 0.6% copper and 0.35 g/t gold) as well as in drill holes (average results of three drill holes in the potassic altered zone over 1,500 metres 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’s mapping, hand trenching and sampling on the La Totora zone resulted in 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.

Portal is currently carrying out a program of additional mapping, sampling, trenching and geophysical surveys to identify targets for a 3,500 metre drill program planned to commence in the 1^st quarter of 2006.

During the six months ended December 31, 2005, the Company spent and capitalized a total of $321,549 (2004 - $297,133) on its exploration projects.  The following is the breakdown of expenditures on each of the projects in the six months ended December 31:

	2005	2004
Arroyo Verde	$   283,593	$   158,161
San Rafael (inclusive of Anchoris)	29,237	138,972
Project Investigation	8,719	-
	$   321,549	$   297,133

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

Results of Operations for the year ended June 30, 2005 compared to the year ended June 30, 2004

For the year ended June 30, 2005 the Company incurred a net loss of $735,538 ($0.08 per share) compared to a net loss of $225,304 ($0.05 per share) for the year ended June 30, 2004.  The increase in the net loss from fiscal 2004 to fiscal 2005 is primarily due to the increased costs to support the Company’s expanding operations, as a result of the completion on March 15, 2004of the Company’s qualifying transaction through the acquisition of Portal de Oro (BVI) Ltd.  

During the year ended June 30, 2005 the Company increased its cash expenditures on exploration activities to $968,150 from $314,572 (inclusive of $122,337 in cash acquisition costs for the qualifying transaction) for the year ended June 30, 2004.  The Company acquired additional exploration rights, completed sampling, mapping and trenching on both the Arroyo Verde and San Rafael projects.  The company completed a geophysics survey and commenced a program of both reverse circulation and diamond drilling to test the known mineralized veins as well as the large South Dome anomaly on the Arroyo Verde project

The Company’s sole source of revenue is interest income on cash and cash equivalents.  There was no significant change in the Company’s revenues during the year ended June 30, 2005 as compared to the year ended June 30, 2004.  General and administrative costs were $738,929 for the year ended June 30, 2004, an increase of $522,282 as compared to $216,647 for the prior year.  The three largest expense items for this fiscal period were salaries and benefits of $243,971 (2004 - $45,586), stock-based compensation of $103,026 (2004 - $78,808), and investor relations of $109,064 (2004 - $13,442).  For fiscal 2005 there were more full time employees of the Company required to support the increased activity and exploration.  The stock-based compensation reflects the fair market value of employee and non-employee share purchase options, which vested within the fiscal period.  The increase in investor relations activities is a result of increas ed attendance at conferences, news dissemination and costs associated with printed materials supplied to investors and potential investors.

RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2005 AND 2004

This review of the Results of Operations should be read in conjunction with the audited financial statements of the Company for the years ended June 30, 2005 and 2004 and the unaudited Consolidated Financial Statements of the Company for the six months ended December 31, 2005 and 2004.

Results of Operations for the three months ended December 31, 2005 and December 31, 2004

Loss for the period

For the three months ended December 31, 2005 the Company incurred a net loss of $230,563 ($0.02 per share) compared to a net loss of $175,332 ($0.02 per share) for the three months ended December 31, 2004. The increase in the net loss from 2005 to 2006 of $55,231 is primarily due to increases in expenditures on investor relations activities of $53,646, 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 December 31, 2005 as compared to the same period in the prior year was not significant.

Expenses

General and administrative costs were $231,066 for the three months ended December 31, 2005, an increase of $54,904 as compared to $176,162 for the same period in the prior year.  The three largest expense items for this quarter were investor relations expenses of $74,924 (2004 - $21,278), salaries and benefits of $59,157 (2004 - $63,554) and stock-based compensation of $30,870 (2004 - $21,637).  These three items accounted for approximately 71% of the Company’s total general and administrative expenses for the period.

The increase in investor relations expenses are a result of increased attendance at conferences, the fees paid to Coal Harbor Communications Inc. for investor relations services, and costs associated with printed materials supplied to investors and potential investors.

Results of Operations for the six months ended December 31, 2005 and December 31, 2004

Loss for the period

For the six months ended December 31, 2005 the Company incurred a net loss of $441,285 ($0.04 per share) compared to a net loss of $321,304 ($0.04 per share) for the six months ended December 31, 2004. The increase in the net loss from 2005 to 2006 of $119,981 is primarily due to increases in expenditures on investor relations activities of $78,437, additional stock based compensation charges of $20,667 and a valuation allowance for foreign value added tax credits (IVA) of $31,041.

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 six months ended December 31, 2005 as compared to the same period in the prior year was not significant.

Expenses

General and administrative costs were $442,711 for the six months ended December 31, 2005, an increase of $120,232 as compared to $322,479 for the same period in the prior year.  The four largest expense items for this period were salaries and benefits of $104,369 (2004 - $124,271), stock-based compensation of $77,108 (2004 - $56,441), investor relations of $109,592 (2004 - $31,155) and a valuation allowance foreign value added tax credits of $31,041 (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 $104,369 (2004 - $124,271) accounted for 22% (2004 – 39%) of general and administrative costs for the six months ended December 31, 2005.  For the majority of the first three-month period there was one less full time employee.  

Stock-based compensation of $77,108 (2004 - $56,441) accounted for 17% (2004 – 18%) of general and administrative costs for the six months ended December 31, 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 $109,592 (2004 - $31,155) or approximately 25% (2004 – 10%) 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 $31,041 (2004 - $nil) accounted for 7% (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.

SUMMARY OF QUARTERLY RESULTS

	Three Months Ended
	December 31 2005	September 30 2005	June 30 2005	March 31 2005
	$	$	$	$
Income	503	923	1,397	819
General & Administration (excluding property write-offs)	231,066	211,645	282,031	134,419
Property write-offs	Nil	Nil	Nil	Nil
Net loss	230,563	210,722	280,634	133,600
Net loss per share	0.02	0.02	0.03	0.01

	Three Months Ended
	December 31 2004	September 30 2004	June 30 2004	March 31 2004
	$	$	$	$
Income	830	345	625	1,217
General & Administration (excluding property write-offs)	176,162	146,317	153,883	45,564
Property write-offs	Nil	Nil	12,079	Nil
Net loss	175,332	145,972	165,337	44,347
Net loss per share	0.02	0.02	0.03	0.01

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash on hand of $208,652 and working capital of $21,102 as of December 31, 2005 (June 30, 2005: $740,098 and $519,038 respectively).  The decrease in cash and working capital is primarily due to expenditures on mineral properties of $321,549, the funding of the non-cash operating activities of $355,734 and the reduction of current liabilities of $35,362 net of the cash received for shares subscribed at December 31st of $165,000.  

On February 3, 2006, the Company completed a $3,377,500 non-brokered private placement of 6,755,000 units at $0.50, with each unit consisting of one common share and one-half share purchase warrant.  Each whole share purchase warrant is exercisable at $0.75 until February 3, 2007 and all securities have a four-month hold period expiring on June 4, 2006.  Some company officers and directors have purchased a portion of this placement.  Finder’s fees of $111,038 and 148,225 units were paid on this placement.  Proceeds will be used to advance exploration on the Company’s exploration projects and for general working capital purposes.

The Company now has sufficient cash to meet its on-going obligations as they become due and for budgeted exploration activities for the next twelve months.

The Company’s authorized capital consists of 100,000,000 common shares without par value and 100,000,000 preferred shares, issuable in series.  As at December 31, 2005, the Company’s Capital Stock was $2,987,643 representing 10,873,943 common shares (June 30, 2005 - $2,969,461 representing 10,798,943 common shares).

During the six months ended December 31, 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 December 31, 2005, Contributed Surplus totaled $253,766 (June 30, 2005 - $180,493).  During the six months ended December 31, 2005 the Company recognized $77,108 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 six months ended December 31, 2005, the Company granted to employees 30,000 stock 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 stock options with an exercise price of $0.70 and a fair market value of $0.14 per option.

At December 31, 2005 the Company had 1,108,000 (June 30, 2005 – 1,103,000) outstanding stock options, which, if exercised, would increase the Company’s available cash by $507,654.  In addition, the Company had 384,471 (June 30, 2005 – 1,112,470) outstanding warrants, which, if exercised would increase the Company’s available cash by $346,024.

On January 20, 2006, the Company granted 180,000 stock options with an exercise price of $0.70 to directors, officers and employees.  These options have a term of five years and vest in equal amounts every three months for one year.

On February 10, 2005, 46,400 stock options were exercised for gross proceeds of $8,352

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.

TRANSACTIONS WITH RELATED PARTIES

During the six months ended December 31, 2005 the Company paid or accrued to pay another public company related by certain common directors $35,110 (2004 - $18,945) for the shared rent of office space and services and expenses reimbursements and as at December 31, 2005 owes this company an aggregate of $16,399 (June 30, 2005 - $5,423).

During the six months ended December 31, 2005 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $1,766 (2004 - $54) for fees and expense reimbursements and as at December 31, 2005 owes this company an aggregate of $1,766 (June 30, 2005 - $803).

As at December 31, 2005 the Company owes certain directors an aggregate of $7,379 (June 30, 2005 - $5,108) for expense reimbursements.

ADDITIONAL INFORMATION

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

Outstanding Share Data

As at February 13, 2006 the Company had the following items issued and outstanding:

•

17,823,568 common shares, of which 1,660,500 are held in escrow

•

1,191,600 common stock options with a weighted average exercise price of $0.48 expiring at various dates until January 20, 2011.

•

3,836,083 common share purchase warrants with a weighted average exercise price of $0.77 expiring at various dates until February 3, 2007.

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, cancellable with 30 days notice after 3 months, 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 for a term of 1 year that vest in equal amounts every three months for 1 year.  On December 7, 2005, the Company provided Coal Harbor with notice of cancellation of the agreement.

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.

Subsequent Events

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 stock 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 1 year and vest in equal amounts every three months for 1 year.

On September 14, 2005, 75,000 share purchase options were exercised for gross proceeds of $15,502.

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 5 years and vest in equal amounts every three months for 1 year.

On September 15, 2005, 553,500 shares were released from escrow.

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 the encouraging drill results 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 ongoing program of systematic geological mapping and sampling that it initiated in early 2005 to identify priority targets.  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 the five zones of porphyry related copper-gold mineralization.  A program of 3,500 metres of reverse circulation to test several of these zones is planned for the 1^st quarter of 2006..

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

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Bruce Winfield, Chief Executive Officer of Portal Resources Ltd., certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Portal Resources Ltd., (the issuer) for the interim period ending December 31, 2005;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; and

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

Date:

February 27, 2006

“Bruce Winfield”

______________________________

BRUCE WINFIELD

Chief Executive Officer

EX-99

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Christine West, Chief Financial Officer of Portal Resources Ltd., certify that:

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Portal Resources Ltd., (the issuer) for the interim period ending December 31, 2005;

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; and

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

Date:

February 27, 2006

“Christine West”

______________________________

CHRISTINE WEST

Chief Financial Officer