-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3uSV0/Sye1vJ8XyTi/zRMkuhvWgkIfKaUCJx16P7DXUVFNIIE9LCmIS0T/QZvID Rahn2FyXraQ6VIciTpnR0A== 0001217160-07-000113.txt : 20070601 0001217160-07-000113.hdr.sgml : 20070601 20070531215130 ACCESSION NUMBER: 0001217160-07-000113 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061130 FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Portal Resources Ltd. CENTRAL INDEX KEY: 0001326910 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51352 FILM NUMBER: 07892397 BUSINESS ADDRESS: STREET 1: SUITE 750, 625 HOWE ST. CITY: VANCOUVER STATE: A1 ZIP: V6C 2T6 BUSINESS PHONE: 604-629-1929 MAIL ADDRESS: STREET 1: SUITE 750, 625 HOWE ST. CITY: VANCOUVER STATE: A1 ZIP: V6C 2T6 6-K 1 portal1stq20076k.htm PORTAL FORM 6-K Portal 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 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 3 month period ended November 30, 2006.

2.

Management Discussion and Analysis for the period ended November 30, 2006.

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: May 30, 2007

By:   /s/  Bruce Winfield

Bruce Winfield,

President and CEO


Exhibits:

99.1

Interim Financial Statements for the 3-months ended November 30, 2006

99.2

Management Discussion and Analysis

99.3

Certification of CEO

99.4

Certification of CFO






EX-99.1 2 f1stq2007fs.htm INTERIM FINANCIAL STATEMENTS FOR THE 1ST QUARTER FISCAL 2007 1st Quarter Financial Statements









PORTAL RESOURCES LTD.








Consolidated Financial Statements

(Expressed in Canadian Dollars)


For the quarters ended

September 30, 2006 and 2005



(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.


CONSOLIDATED BALANCE SHEETS

(stated in Canadian dollars)



 

September 30,

 

June 30,

 

2006

 

2006

    
 

(Unaudited-prepared by management)

  
   

ASSETS

    

Current

   

   Cash and cash equivalents

$ 3,879,066

 

$ 4,965,228

   Amounts receivable

9,609

 

18,114

   Prepaid expenses

115,969

 

105,814

 

4,004,644

 

5,089,156

    

   Equipment and software (Note 4)

53,335

 

34,465

   Mineral rights on unproven properties (Note 5)

3,252,214

 

2,602,842

    
 

$  7,310,193

 

$ 7,726,463

   
   

LIABILITIES

    

Current

   

   Accounts payable and accrued liabilities

$ 244,261

 

$ 388,386

   Due to related parties (Note 7)

25,595

 

-

 

269,856

 

388,386

    

SHAREHOLDERS’ EQUITY

    
    

Share capital (Note 6)

9,177,625

 

9,177,125

Contributed surplus

317,929

 

300,473

Deficit

(2,455,217)

 

     (2,139,521)

 

7,040,337

 

7,338,077

    

   

$ 7,310,193

 

$ 7,726,463


Going Concern (Note 1)

Subsequent Events (Note 9)



Approved by the Board of Directors:



“Mark T. Brown”

 

“Bruce Winfield”

Mark T. Brown

 

Bruce Winfield



See notes to the consolidated financial statements



PORTAL RESOURCES LTD.


CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

For the three months ended September 30,

(stated in Canadian dollars)

(Unaudited – prepared by management)



 

2006

 

2005

 
     
 

$

 

$

 
     

Revenue

             -

 

             -

 
     

Expenses

    

   Accounting and audit

9,307

 

12,798

 

   Amortization

4,164

 

4,222

 

   Bank charges and interest

10,164

 

3,601

 

   Consulting and management fees

-

 

8,917

 

   Foreign exchange

14,353

 

               (768)

 

   Interest income

(38,448)

 

               (923)

 

   Investor relations

80,424

 

34,668

 

   Legal

8,153

 

1,474

 

   Office and miscellaneous

20,554

 

15,018

 

   Rent

4,936

 

4,936

 

   Project investigation

24,080

 

-

 

   Salaries and benefits

42,324

 

45,212

 

   Stock-based compensation (Note 6)

17,456

 

46,238

 

   Travel

5,666

 

4,009

 

   Transfer agent and filing fees

1,381

 

1,828

 

   Write-off of accounts receivable

15,291

 

-

 

   Valuation allowance for foreign value added tax credit (IVA)

95,891

 

29,492

 
     
 

315,696

 

210,722

 
     

Net loss for the period

(315,696)

 

        (210,722)

 
     

Deficit – beginning of period

(2,139,521)

 

     (1,044,764)

 
     

Deficit – end of period

(2,455,217)

 

     (1,255,486)

 
     

Loss per share (Note 2)

$ (0.02)

 

$ (0.02)

 
     

Weighted average number of common shares outstanding

20,888,039

 

10,811,443

 
     



See notes to the consolidated financial statements



PORTAL RESOURCES LTD.


CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended September 30,

(stated in Canadian dollars)

(Unaudited – prepared by management)


 

2006

 

2005

 
     
 

$

 

$

 
     

Cash provided by (used for):

    

Operating Activities

    

   Net loss for the period

(315,696)

 

        (210,722)

 

   Items not involving cash:

    

      Stock-based compensation

17,456

 

46,238

 

      Write-off of accounts receivable

15,291

 

-

 

      Amortization

4,164

 

4,222

 
     
 

(278,785)

 

        (160,262)

 
     

Changes in non-cash working capital:

    

   Amounts receivable

(6,786)

 

            (3,441)

 

   Prepaid expenses

(10,155)

 

          (11,547)

 

   Accounts payable and accrued liabilities

(144,125)

 

        (113,811)

 

   Due to related parties

25,595

 

            (4,426)

 
     
 

(414,256)

 

        (293,487)

 
     

Investing Activities

    

   Purchase of equipment and software

(23,034)

 

-

 

   Mineral rights on unproven properties

(649,372)

 

        (211,778)

 
     
 

(672,406)

 

        (211,778)

 
     

Financing Activities

    

   On option exercise

-

 

15,502

 

   Share issue costs

500

 

-

 
     
 

500

 

15,502

 
     

Net cash used during period

(1,086,162)

 

        (489,763)

 

Cash and cash equivalents– beginning of period

4,965,228

 

740,098

 
     

Cash and cash equivalents– end of period

3,879,066

 

250,335

 
     
     




See notes to the consolidated financial statements




PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (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 (B.V.I.)”), 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.


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 have been prepare in accordance with the accounting policies describe in the Company’s annual 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 8.


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







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)

Unproven 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.


Stock-based Compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method. 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.  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.


Comparative figures

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


3.

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

On March 15, 2004 the Company acquired all of the outstanding shares of Portal (B.V.I.) whereby the Company acquired 100% of the Arroyo Verde project in Argentina, owned by Portal S.A, a wholly owned subsidiary of Portal (B.V.I.).  Under the purchase agreement, the Company acquired Portal (B.V.I.) 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.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


4.

EQUIPMENT AND SOFTWARE


 

September 30,

 

June 30,

 

2006

    
 


(Unaudited – prepared by management)

   

2006

          
 

Cost

 

Accumulated

amortization

 

Net book value

   

Net book value

 

$

 

$

 

$

   

$

Computer equipment

10,980

 

8,230

 

2,750

   

3,466

Computer software

19,516

 

14,787

 

4,729

   

4,155

Furniture & fixtures

1,701

 

595

 

1,106

   

1,191

Vehicles

44,557

 

8,668

 

35,889

   

16,271

Field equipment

10,425

 

1,564

 

8,861

   

9,382

 

87,179

 

33,844

 

53,335

   

34,465


5.

UNPROVEN MINERAL RIGHTS


The Company’s mineral properties are all located in Argentina.  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, 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

53,953

80,450

1,200

135,603

Environmental

-

1,979

-

1,979

Geology

229,646

94,558

15,305

339,509

Geophysics

-

97,612

-

97,612

Surface geochemistry

59,423

23,687

-

83,110

Drilling

480,976

-

-

480,976

Total expenditures

823,998

298,286

16,505

1,138,789

Property write-offs

-

 

              (80,130)

              (80,130)

Total as at June 30, 2006

2,022,825

580,017

-

2,602,842

     

Land acquisition & holding costs

-

15,009

-

15,009

Environmental

585

1,373

-

1,958

Geology

101,390

67,334

-

168,724

Geophysics

-

63,586

-

63,586

Surface geochemistry

30,823

1,924

-

32,747

Drilling

367,348

-

-

367,348

Total expenditures

500,146

149,226

-

649,372

Total as at September 30, 2006

$2,522,971

$729,243

$    -

$3,252,214



PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


5.

UNPROVEN MINERAL RIGHTS, (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 (paid)

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.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


5.

UNPROVEN MINERAL RIGHTS, (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 (paid)

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

    

Balance – June 30, 2004

8,520,000

 

$1,358,097

    

Private placements

2,224,943

0.75

1,668,707

On exercise of options

54,000

0.19

10,420

Fair market value of options exercised

-

 

1,341

Share issue costs

                -

 

       (69,104)

Balance – June 30, 2005

10,798,943

 

2,969,461

    

Private placements

9,390,000

0.65

6,144,250

On exercise of warrants

384,471

0.90

346,024

On exercise of options

166,400

0.34

55,954

Fair market value of options exercised

-

 

18,625

Finders fees

148,225

 

74,113

Share issue costs

                -

 

       (431,302)

Balance – June 30, 2006

20,888,039

 

9,177,125

    

Share issue costs

                 -

 

             500

Balance – September 30, 2006

20,888,039

 

$9,177,625







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (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 and 553,500 of the escrowed shares were released on each of the following dates; September 15, 2004, March 15, 2005, September 15, 2005, March 15, 2006 and September 15, 2006.  As at September 30, 2006, there are 553,500 common shares remaining in escrow.

Stock-based compensation

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.  The Company recorded stock-based compensation expense for stock options of $17,456 for the three months ended September 30, 2006 (2005 - $46,238).


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


 

June 30

 

2006

2005

2005

 


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 period


1,219,700


$ 0.51


1,103,000


$ 0.43


960,000


$   0.32

Granted under plan

-

-

360,000

$ 0.74

347,000

$   0.84

Exercised

-

-

   (166,400)

$ 0.34

   (54,000)

$   0.19

Forfeited or cancelled

-

-

     (76,900)

$ 0.68

 (150,000)

$   0.79

Outstanding at end of period

1,219,700

$ 0.51

1,219,700

$ 0.51

1,103,000

$   0.43

       

Options vested and exercisable

  at the end of period


1,084,700


$  0.48


1,017,200


$    0.47


841,000


$  0.29


Stock options outstanding as at September 30, 2006 are as follows:


Number

Exercise Price

Expiry Date

632,200

$       0.25

March 15, 2009

50,000

$       0.75

June 18, 2009

  60,000

$       0.77

December 23, 2009

220,000

$       0.86

April 14, 2010

157,500

$       0.70

January 20, 2011

   100,000

$       0.85

March 21, 2008

1,219,700

  










PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


6.

SHARE CAPITAL, (Continued)


Warrants


Warrant outstanding as at September 30, 2006 are as follows:


Number

Exercise Price

Expiry Date

   

3,451,612

$             0.75

February 3, 2007

1,317,500

$             1.25

May 29, 2007

4,769,122

  



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 months period ended September 30, 2006 and 2005 (Unaudited)


During the three months ended September 30, 2006, the Company paid or accrued to pay another public company related by certain common directors $34,517 (2005 - $18,711) for the shared rent of office space and services and expense reimbursements and as at September 30, 2006 owes this company an aggregate of $24,009 (June 30, 2006 - $Nil).


During the three months ended September 30, 2006, the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $Nil (2005 - $535) for fees and expense reimbursements and as at September 30, 2006 owes this company an aggregate of $Nil (June 30, 2006 – $Nil).


As at September 30 2006 the Company owes certain directors an aggregate of $1,586 (June 30, 2006 - $Nil) for expense reimbursements




8.

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 (f) 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.








PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


8.

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



 

Three months ended

 

Year ended

 

September 30,

 

June 30,

 

2006

 

2005

 

2006

 

(Unaudited-prepared by management)

  
 

$

 

$

 

$

a)  Assets

     

     Unproven Mineral Rights Costs

     

     Unproven mineral right costs under Canadian GAAP

3,252,214

 

1,755,961

 

2,602,842

     Less unproven mineral rights costs

(3,252,214)

 

(1,755,961)

 

(2,602,842)

     Unproven mineral rights costs under U.S. GAAP

-

 

-

 

-


b)  Operations

     

      Net loss under Canadian GAAP

(315,696)

 

(210,722)

 

(1,094,757)

      Unproven mineral rights costs expensed under

     

          U.S. GAAP

(649,372)

 

(211,778)

 

(1,058,659)

      

      Net loss under U.S. GAAP

(965,068)

 

(422,500)

 

(2,153,416)

      

c)  Deficit

     

     Closing deficit under Canadian GAAP

(2,455,217)

 

(1,255,486)

 

(2,139,521)

     Adjustment to deficit for accumulated

     

       unproven mineral rights expensed under

     

       U.S. GAAP, net of income items

(3,252,214)

 

(1,755,961)

 

(2,602,842)

      

     Closing deficit under U.S. GAAP

(5,707,431)

 

(3,011,447)

 

(4,742,363)

    

     

d)  Cash Flows – Operating Activities

     

     Cash applied to operations under Canadian GAAP

(414,256)

 

(293,487)

 

   (814,695)

     Add net loss following Canadian GAAP

315,696

 

210,722

 

1,094,757

     Add non cash unproven mineral rights expensed

        under U.S. GAAP


-

 


-

 


-

     Less net loss under U.S. GAAP

(965,068)

 

(422,500)

 

(2,153,416)

     Less unproven mineral rights costs expensed

       under Canadian GAAP


-

 


-

 


     (80,130)

      

     Cash applied to operations under U.S GAAP

(1,063,628)

 

(505,265)

 

(1,953,484)

      

e)  Cash Flows – Investing Activities

     

     Cash applied under Canadian GAAP

(672,406)

 

(211,778)

 

(1,149,214)

     Add unproven mineral right costs expensed

     

       under U.S. GAAP

649,372

 

211,778

 

1,138,789

     Cash applied under U.S. GAAP

       (23,034)

 

-

 

     (10,425)

      









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the quarter ended September 30, 2006 (Unaudited – prepared by management)

 (stated in Canadian dollars)


8.

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


OTHER DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP


f)

Loss per Share


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

 

Year ended

 

September,

 

June 30,

 

2006

 

2005

 

2006

 

(Unaudited-prepared by management)

  
 

$

 

$

 

$

Numerator: Net loss for the period

     

   under  U.S. GAAP

(965,068)

 

(422,500)

 

  (2,153,416)

Denominator: Weighted-average number of

     

   shares under Canadian and US GAAP:

20,888,039

 

10,811,443

 

13,868,125

      

Basic and fully diluted loss per share

     

   under U.S. GAAP

$ (0.05)

 

$  (0.04)

 

$ (0.16)

      



9.

SUBSEQUENT EVENTS


Stock Options

On October 18, 2006, the Company granted 105,000 share purchase options with an exercise price of $0.75 to consultants and employees.  These options have a term of five years and vest in equal amounts every three months for one year.








EX-99.2 3 f1stq2007mda.htm MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis

PORTAL 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 annual consolidated financial statements and notes for the years ended June 30, 2006 and 2005, and the Company’s unaudited interim consolidated financial statements and notes for the quarters ended September 30, 2006 and 2005. 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 November 22, 2006.  All dollar figures stated herein are expressed in Canadian dollars unless otherwise specified.


DESCRIPTION OF BUSINESS AND OVERVIEW


Portal 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.


On March 15, 2004 the Company 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.  


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.

Exploration Review


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, outlined the very large 3 kilometer wide by 4 kilometer long Refugio-Porvenir anomaly 12 kilometers south of the main rhyolite dome with a chargeability high-resistivity low signature indicative of a disseminated porphyry. Mapping and sampling at Refugio-Porvenir defined coincident phyllic to argillic alteration haloes and geochemical anomalies in lead-barium-molybdenum and silver further indicating a large buried mineralized system.


In 2005, a Phase I 2,944 metre drill program tested the known mineralized veins and 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, which averaged 13 grams per tonne gold equivalent over a width of 2 meters.


In 2006, a Phase II reverse circulation drill program at Arroyo Verde was initiated to test the Principal Vein  100 to 125 meters vertically below the 2005 drill intersections, as well as test the Refugio-Porvenir geophysical anomaly.


At the Principal Vein, a rig capable of drilling both reverse circulation and diamond drilling was mobilized in mid August to drill a series of holes to intersect the Principal Vein 100 to 125 meters below the previous deepest intersections along a strike length of 700 meters.  A total of 2,612 meters in 12 holes have been completed with all holes intersecting zones of quartz veining, stockworks, hydrothermal and crackle breccias with disseminated fine grained sulphides. The vein system is open to depth as well as to the east where a 200 meter long extension has been mapped on surface. Final interpretation is still pending receipt of assays from the final holes which will be released on a timely basis.


At Refugio-Porvenir area two holes PO-53 and PO-54 were drilled to approximately a 300 meter depth on a north-south line 380 meters apart within the heart of the geophysical chargeability anomaly.  The holes intersected 260 and 160 meters of rhyolitic ignimbrite respectively overlying a silicious rhyodacitic intrusive.  In the upper rhyolite ignimbrite unit strong argillic quartz alteration is widespread consisting of intense kaolinite and quartz with zones of silicification and with limonite and pyrite veinlets, disseminated, and stockworks (with a total pyrite content of 5 to 15%).  In the lower rhyodacite intrusive unit strong prophylic chlorite and green clay alteration and strong silicification predominate with disseminated pyrite and fine grey veinlets of molybdenite and sphalerite.  The intrusive rhyodacite unit is associated with the widespread alteration and is becoming shallower to the north of hole PO-54.


Hole PO-53 was anomalous in zinc and molybdenite in the lower intrusive unit with zinc ranging from 0.05 to 1.0 % from 170 to 320 meters and molybdenite from 300 to 320 meters averaging 0.0150 %.  Hole PO 54 was strongly anomalous in zinc and molybdenite in the lower intrusive unit averaging 0.22 % zinc and 0.029 % molybdenite and 340 ppm copper from 214 to 306 meters (92 meters). The last four meters of the drill hole averaged 0.34 % zinc, 0.27 % lead and 0.045 % molybdenite from 302 to 306 meters.


Subsequently four additional holes PO-89 to PO-92 were drilled to depths from 136 to 400 metres in depth on 750 to 1500 meter step outs north, east and west from hole PO 54. Holes PO 90 and PO-91, drilled 750 meters and 1500 meters north respectively of PO-54, contained the highest values and intersected galena-sphalerite-pyrite and chalcopyrite as disseminations and veinlets from surface to a depth of 400 meters with a sulphide content ranging from 1 to 5 %. Mineralization is associated with an upper quartz-kaolinite (argillic) altered rhyolite ignimbrite (0 to 164 and 0 to 230 meters in PO-90 and PO-91 respectively), and an underlying quartz-chlorite-magnetite (propylitic) altered rhyodacite intrusive to the end of the holes (163 to 370 meters and 240 to 400 meters in PO-90 and PO-91 respectively). These mineralized zones are modeled as the outer propylitic and argillic alteration shells of a large porphyry system measuring 3 kilometers by four kilometers.  Minerali zation appears to increase in the northernmost hole PO-91 and is open to the north to the outer rim of the porphyry system, (an estimated distance of 1,500 meters) as defined by a geophysical IP anomaly with strong chargeability.  Sulphide and magnetite mineralization as disseminations and veinlets also appears to increase with depth as well as intensity of silicification. Interpretation of results is that these initial six holes defined a large, well mineralized porphyry system with coincident porphyry style alteration, a broad outer zone of strongly anomalous lead-zinc mineralization with a central zone of molybdenum-copper mineralization from 100 to 300 meters below surface which is open to depth.


Subsequent to the end of the first quarter, in October 2006, a diamond drill was mobilized to the Refugio-Porvenir target to deepen reverse circulation drill hole PO-54 from a depth of 306 meters to a depth of 700-800 meters to test the especially anomalous in molybdenum and copper mineralization in hole PO-54 which averaged 290 ppm Mo and 340 ppm Cu from 214-306 meters (92 meters) with the bottom 11 meters grading 0.0512 % molybdenum with three of the 1 meter samples having values greater than 0.11% molybdenum.


Mineralization in hole PO-54 is associated with a highly silicious propylitically altered rhyodacite intrusive with disseminated molybdenite, pyrite, and magnetite. Emplacement of the rhyodacite intrusive which is coincident with the large IP chargeability anomaly measuring 3 kilometers by 4 kilometers, is thought to be controlled by regional northwest and northeast faults with associated linear fluorite, barite, and manganese mines.


This mineralization and geological setting at El Porvenir-Refugio is similar to several large molybdenum porphyry deposits in British Columbia such as the Glacier Gulch deposit of Blue Pearl where mineralization is located at a depth of 300-400 meters below surface


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 kilometers northeast of the project area.  With moderate topography, elevations in the range of 2,000 meters 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 kilometers northeast of the project area.  Moderate topography with elevations in the range of 2,000 meters 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 three porphyry copper zones at La Tortora, Julia-San Pedro 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 (45 meters 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 16 meters of 0.47% coppe r 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 meters to the southeast as follows:


Trench 1

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

Trench 2

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


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


In March 2006, a program of detailed mapping, sampling and approximately 120 kilometres of IP surveys commenced. This work concentrated on the three zones of porphyry style mineralization that have been defined to date. At La Totora, the best defined and largest area to date, the geophysical surveys have been completed defining a broad, 400 to 800 meter wide moderate to strong chargeability anomaly with low resistivities along a strike length of 4400 meters, open on strike to the east and west. Geophysical surveys at the La Julia zone have outlined a very strong chargeability anomaly over widths of 400 to 1,000 meters along a strike of 2,000 meters, open to the southeast where geophysic IP surveys are still in progress.  Previous mapping at the La Julia zone has identified a large area of phyllic alteration with scattered showings of copper-gold porphyry mineralization exposed within an area of extensive sand cover.  At the San Pedro zone, a large IP anomaly is o utlined beneath an outcropping diorite intrusive which is crosscut by sheeted copper-gold-silver stockwork veins, 4 to 10 meters in width.  At La Chilca-Buitres a broad gradient chargeability anomaly has been outlined over an area 1,000 meters by 400 to 600 meters under thin basalt volcanic cover.  Strong phyllic lateration with disseminated pyrite is exposed in canyons on the northern edge of the IP anomaly.


Subsequent to the end of the first quarter, a reverse circulation drill rig was mobilized to Anchoris in October to carry out a planned 8000 to 12,000 meter drill program. Initially five holes to a depth of approximately 400 meters will be drilled in the Totora and La Julia-San Pedro zones. These will be followed up with an anticipated further 25 holes upon receipt of updated environmental permits.  


During the three months ended September 30, 2006, the Company spent and capitalized a total of $649,372 (2005 - $211,778).  The Company’s mineral properties are all located in Argentina.  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, 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

53,953

80,450

1,200

135,603

Environmental

-

1,979

-

1,979

Geology

229,646

94,558

15,305

339,509

Geophysics

-

97,612

-

97,612

Surface geochemistry

59,423

23,687

-

83,110

Drilling

480,976

-

-

480,976

Total expenditures

823,998

298,286

16,505

1,138,789

Property write-offs

-

 

          (80,130)

            (80,130)

Total as at June 30, 2006

2,022,825

580,017

-

2,602,842

     

Land acquisition & holding costs

-

15,009

-

15,009

Environmental

585

1,373

-

1,958

Geology

101,390

67,334

-

168,724

Geophysics

-

63,586

-

63,586

Surface geochemistry

30,823

1,924

-

32,747

Drilling

367,348

-

-

367,348

Total expenditures

500,146

149,226

-

649,372

Total as at September 30, 2006

$2,522,971

$729,243

$      -

$3,252,214




SUMMARY OF QUARTERLY RESULTS


 

Three Months Ended

 

September 30

2006

June 30

2006

March 31

2006

December 31

2005

 

$

$

$

$

     

Interest Income

38,448

24,080

7,617

503

General & Administration

(excluding property write-offs)


354,144


420,681


184,358


231,066

Property write-offs

Nil

80,130

Nil

Nil

Net loss

315,696

476,731

176,741

230,563

Net loss per share

0.02

0.03

0.01

0.02



 

Three Months Ended

 

September 30

2005

March 31

2005

March 31

2005

December 31

2004

 

$

$

$

$

     

Interest Income

923

819

819

830

General & Administration

(excluding property write-offs)


211,645


134,419


134,419


176,162

Property write-offs

Nil

Nil

Nil

Nil

Net loss

210,722

133,600

133,600

175,332

Net loss per share

0.02

0.01

0.01

0.02



Results of Operations for the three months ended September 30, 2006


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, 2006 and 2005.


Loss for the period

For the three months ended September 30, 2006 the Company incurred a net loss of $315,696 ($0.02 per share) compared to a net loss of $210,722 ($0.02 per share) for the three months ended September 30, 2005. The increase in the net loss for the period from 2005 to 2006 of $104,974 is primarily due to increase of $66,399 in the write-off of IVA and the increase in investor relations activities of $45,756.


Expenses

General and administrative costs were $354,144 for the three months ended September 30, 2006, an increase of $142,499 as compared to $211,645 for the same period in the prior year.  The five largest expense items for this fiscal period, which account for 74% of total general and administrative expenditures, were salaries and benefits of $42,324 (2005 - $45,212), investor relations of $80,424 (2005 - $34,668), a write-off of IVA of $95,891 (2005 - $29,492), project investigation expenses of $24,080 (2005 – Nil) and office and miscellaneous expenses of $20,554 (2005 – $15,018).  The increase in the Company’s interest income during the three months ended September 30, 2006 as compared to the same period in the prior year was a result of the increased cash balance due to private placements.


Total assets

The total assets of the Company decreased by $416,270 from $7,726,463 at June 30, 2006 to $7,310,193 at September 30, 2006.  The main component of the decrease in total assets are the decrease in cash and cash equivalents of $1,086,162 of which $649,372 was deferred to property and exploration costs, $23,034 was expended on equipment and the remainder was expended on general and administrative expenses.



SELECTED ANNUAL INFORMATION


For the years ended June 30th


 

2006

                 2005

                2004

    

Income

$   33,123

$     3,391

$      3,422

Net income (loss)

       $(1,094,757)

    $(735,538)

      $(225,304)

Basic and diluted EPS

       $     (0.08)

    $    (0.08)

      $      (0.05)

Total assets

$  7,726,463

$ 2,347,202

$1,203,669

Total long-term liabilities

Nil

Nil

Nil

Cash dividends declared

Nil

Nil

Nil



LIQUIDITY AND CAPITAL RESOURCES


The Company had cash on hand of $3,879,066 and working capital of $3,734,7880 as of September 30, 2006 (June 30, 2006: $4,965,228 and $4,700,770 respectively).  The decrease in cash and working capital is primarily due to expenditures on mineral properties of $649,372, the funding of the non-cash operating activities of $278,785 and the reduction of current liabilities of $118,530.  


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 September 30, 2006, the Company’s Share Capital was $9,177,625 representing 20,888,039 common shares (June 30, 2006 - $9,177,125 representing 20,888,039 common shares).


As at September 30, 2006, Contributed Surplus totaled $317,929 (June 30, 2006 - $300,473).  During the three months ended September 30, 2006 the Company recognized $17,456 in stock-based compensation expense for share purchase options that vested during the period.


At September 30, 2006 the Company had 1,219,700 (June 30, 2006 – 1,219,700) outstanding stock options, which, if exercised, would increase the Company’s available cash by $622,047.  In addition, the Company had 4,769,112 (June 30, 2006 – 4,769,112) outstanding share purchase warrants, which, if exercised would increase the Company’s available cash by $4,244,510.


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 three months ended September 30, 2006 the Company paid or accrued to pay another public company related by certain common directors $34,517 (2005 - $18,711) for the shared rent of office space and services and expenses reimbursements and as at September 30, 2006 owes this company an aggregate of $24,009 (June 30, 2006 - $Nil).


During the three months ended September 30, 2006 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $Nil (2006 - $535) for fees and expense reimbursements and as at September 30, 2006 owes this company an aggregate of $Nil (June 30, 2006 - $Nil).


As at September 30, 2006 the Company owes certain directors an aggregate of $1,586 (June 30, 2006 - $Nil) for expense reimbursements.


ADDITIONAL INFORMATION


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


Outstanding Share Data


As at November 22, 2006 the Company had the following items issued and outstanding:

20,888,039 common shares, of which 553,500 are held in escrow

1,324,700 common stock options with a weighted average exercise price of $0.53 expiring at various dates until October 18, 2011.

4,769,112 common share purchase warrants with a weighted average exercise price of $0.89 expiring at various dates until May 29, 2007.


Investor Relations


On March 22, 2006, the Company entered into an agreement, effective March 31, 2006, with Accent Marketing Limited for investor relations and marketing services.  Under the terms of the agreement, Accent Marketing Limited will receive a fee of 5,000 Euros per month for a six month term, renewable on a monthly basis thereafter, and 100,000 share purchase options of the Company.  On March 22, 2006, the Company issued the 100,000 share purchase options at an exercise price of $0.85 for a term of 2 years that 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 three payments have been made as at September 30, 2006.


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.


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 (including Anchoris) projects, which will assist in determining the value of these projects.  At the Arroyo Verde property, the final drill hole of the Phase II drill program is testing the depth potential of the extensive zone of strong porphyry style molybdenum-copper mineralization at Refugio-Porvenir. Drilling is now complete testing the Principal Vein below the known high grade epithermal mineraliztion with interpretation pending receipt of final assays.  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, ongoing geophysical surveys have identified strong large Induced Polarization geophysical anomalies associated with copper-gold mineralization and porphyry style alteration in three separate areas.  A reverse circulation drill program was begun, subsequent to the end of the first quarter, in October 2006 of 8000 to 12,000 meters in 25 to 30 holes to test these three zones of copper-gold porphyry mineralization.


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.


RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS


Derivative Instruments


In April 2005, the Accounting Standards Board issued new accounting standards dealing with the recognition, measurement and disclosure of financial instruments, hedges and comprehensive income.  These standards are applicable for fiscal years beginning on or after October 1, 2006.  The Company is currently reviewing the impact of these new standards.  These standards are as follows:


(i)

Financial Instruments – Recognition and Measurement, Section 3855


This standard prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet, whether fair value or cost-based measures are used and specifies how financial instrument gains and losses are to be presented.


(ii)

Comprehensive Income, Section 1530


This standard introduces new rules for reporting and display of comprehensive income. Comprehensive income, which is currently reported under US GAAP, is the change in shareholders’ equity of an enterprise during a reporting period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investment by owners and distributions to owners. These items include holding gains and losses on certain investments, gain and losses on certain derivative instruments and foreign currency gains and losses related to self –sustaining foreign operations (cumulative translation adjustment).  


(iii)

Hedges, Section 3865


This standard is applicable when a company chooses to designate a hedging relationship for accounting purposes. It builds on the existing Accounting Guideline AcG-13, Hedging Relationships, and Section 1650 Foreign Currency Translation, by specifying how hedge accounting is applied and what disclosures are necessary when it is applied.


DISCLOSURE CONTROLS AND PROCEDURES


Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to permit timely decisions regarding public disclosure.


Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2006.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as defined in Multilateral Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, are effective to ensure that information required to be disclosed in reports that are filed or submitted under Canadian securities legislation are recorded, processed, summarized and reported within the time period specified in those rules.

EX-99.3 4 ceocertification.htm CERTIFICATION OF CEO <B>CEO Certification

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 September 30, 2006;


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;


4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

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;


(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.



Date:

November 24, 2006



“Bruce Winfield”

_______________________

BRUCE WINFIELD

Chief Executive Officer



#



EX-99.4 5 cfocertification.htm CERTIFICATION OF CFO <B>CFO Certification

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 September 30, 2006;


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;


4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

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;


(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.



Date:

November 24, 2006



“Christine West”

_______________________

CHRISTINE WEST,

Chief Financial Officer



#



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