-----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, IWLjRahhBiWeFJBjJ4OoZNM3c9R6Mw2vI4+1FhkvaGtvjAqIS56bVn7PMn16LLAm cEyb+ijpIpiGCkf7+1fiow== 0001217160-08-000110.txt : 20080603 0001217160-08-000110.hdr.sgml : 20080603 20080603133117 ACCESSION NUMBER: 0001217160-08-000110 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080528 FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080603 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: 08876811 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 portalmay3020086k.htm PORTAL FORM 6-K Portal Form 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   May 2008            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 9 month period ended March 31, 2008.

2.

Management Discussion and Analysis for the period ended March 31, 2008.

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, 2008

By:   /s/  Bruce Winfield

Bruce Winfield

President & CEO




EX-99.1 2 pdoq3fsmay08.htm PORTAL 3RD QUARTER FINANCIAL STATEMENTS Portal Interim Financial Statements













PORTAL RESOURCES LTD.









Consolidated Financial Statements

(Unaudited)


For the nine months ended

March 31, 2008




(An exploration stage company)

























Portal Resources Ltd.

 

Trading Symbol: PDO

Head Office: Suite 750 – 625 Howe Street

 

Telephone:  604-629-1929

Vancouver, British Columbia, Canada V6C 2T6

 

Facsimile:   604-629-1930








NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS



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 Portal Resources Ltd. 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.

CONSOLIDATED BALANCE SHEETS

(stated in Canadian dollars)

(Unaudited – prepared by management)



  

March 31,

 

June 30,

  

2008

 

2007

  

(Unaudited)

 

(Audited)

     

ASSETS

    

Current

    

   Cash and cash equivalents

 

$  3,766,313

 

$  1,069,730

   Accounts receivable

 

96.465

 

42,661

   Prepaid expenses

 

63,410

 

117,118

  

3,926,188

 

1,229,509

     

Equipment and software (Note 3)

 

84,930

 

94,609

Unproven mineral rights (Note 4)

 

6,569,106

 

5,683,359

     
  

$ 10,580,224

 

$  7,007,477

    

LIABILITIES

   
     

Current

    

   Accounts payable and accrued liabilities

 

$   201,244

 

$    500,273

   Due to related parties (Note 7)

 

3,176

 

3,233

  

204,420

 

503,506

     

SHAREHOLDERS’ EQUITY

    
     

Share capital (Note 5)

 

$14,760,161

 

$ 9,823,918

Shares subscribed

   

59,800

Contributed surplus (Note 5)

 

775,630

 

636,998

Deficit

 

(5,159,987)

 

(4,016,745)

  

10,375,804

 

6,503,971

     

   

 

$10,580,224

 

$ 7,007,477











         Approved by the Board of Directors:



“Bruce Winfield”

 

“David Hottman”

Bruce Winfield, Director

 

David Hottman, Director





PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(stated in Canadian dollars)

(Unaudited – prepared by management)




 

For the three months ended

 

For the nine months ended

 

March 31,

 

March 31,

 

2008

 

2007

 

2008

 

2007

        
        

Revenue

$         -

 

$          -

 

$           -

 

$         -

        

Expenses

       

   Accounting and audit

$  14,984

 

$  16,299

 

$  52,054

 

$  51,665

   Amortization

6,640

 

6,933

 

19,828

 

15,330

   Bank charges and interest

4,012

 

12,125

 

16,038

 

31,763

   Consulting and management fees

14,287

 

3,197

 

24,838

 

3,947

   Foreign asset tax

519

 

1,449

 

6,661

 

32,525

   Foreign exchange

3,198

 

9,506

 

32,608

 

39,892

   Interest income

(40,834)

 

(23,547)

 

(127,812)

 

(94,707)

   Investor relations

77,021

 

104,624

 

322,532

 

310,401

   Legal

7,767

 

13,101

 

31,450

 

25,949

   Office and miscellaneous

59,576

 

34,933

 

129,681

 

88,355

   Rent

10,781

 

4,936

 

29,697

 

14,809

   Project investigation

6,043

 

10,947

 

28,234

 

39,330

   Salaries and benefits

124,876

 

43,833

 

334,779

 

128,480

   Stock-based compensation (Note 5)

15,615

 

154,699

 

140,034

 

244,165

   Travel

18,074

 

9,545

 

47,061

 

27,969

   Transfer agent and filing fees

10,500

 

9,836

 

14,595

 

16,451

   Write-off of amounts receivable

-

 

-

 

-

 

15,291

   Valuation allowance for foreign value

       added tax credit (IVA)

11,679

 

58,709

 

40,964

 

268,677

        
 

344,738

 

471,125

 

1,143,242

 

1,260,292

        

Net loss for the period

(344,738)

 

(471,125)

 

(1,143,242)

 

(1,260,292)

        

Deficit – beginning of period

(4,815,249)

 

(2,928,688)

 

(4,016,745)

 

(2,139,521)

        

Deficit – end of period

$(5,159,987)

 

$(3,399,813)

 

$(5,159,987)

 

$(3,399,813)

        

Loss per share (Note 2)

$  (0.01)

 

$  (0.02)

 

$   (0.04)

 

$   (0.06)

        

Weighted average number of common

  shares outstanding


29,651,539

 


21,032,539

 


29,064,817

 


21,020,539

        




PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (stated in Canadian dollars)

(Unaudited – prepared by management)



 

For the three months ended

 

For the nine months ended

 

March 31,

 

March 31,

 

2008

 

2007

 

2008

 

2007

        

Cash provided by (used for):

       

Operating Activities

       

  Net loss for the period

$ (344,738)

 

$ (471,125)

 

$(1,143,242)

 

$(1,260,292)

  Items not involving cash:

       

     Stock-based compensation

15,615

 

154,699

 

140,034

 

244,165

     Write-off of amounts receivable

-

 

-

 

-

 

15,291

     Amortization

6,640

 

6,933

 

19,828

 

15,330

        
 

(322,483)

 

(309,493)

 

(983,380)

 

(985,506)

        

Changes in non-cash working capital:

       

  Amounts receivable

(20,403)

 

(3,248)

 

(53,804)

 

(38,547)

  Prepaid expenses

31,785

 

(9,405)

 

53,708

 

14,262

  Accounts payable and accrued liabilities

19,684

 

(54,950)

 

(682,459)

 

(272,347)

  Due to related parties

749

 

1,791

 

(57)

 

7,010

        
 

(290,668)

 

(375,305)

 

(1,665,992)

 

(1,275,128)

        

Investing Activities

       

  Purchase of equipment and software

(762)

 

(52,546)

 

(10,149)

 

(78,376)

  Expenditures on unproven mineral rights

       (230,926)

 

       (775,825)

 

       (502,317)

 

  (1,941,702)

        
 

       (231,688)

 

       (828,371)

 

       (512,466)

 

   (2,020,078)

        

Financing Activities

       

  Shares issued for cash

-

 

569,250

 

5,126,550

 

569,250

  On option exercise

-

 

-

 

2,600

 

-

  Shares subscribed

-

 

-

 

(59,800)

 

-

  Share issue costs

-

 

-

 

(194,309)

 

500

        
 

-

 

569,250

 

4,875,041

 

569,750

        

Net increase (decrease) in cash and cash equivalents


(522,356)

 


(634,426)

 


2,696,583

 


(2,725,456)

Cash and cash equivalents – beginning of period


4,288,669

 


2,874,198

 


1,069,730

 


4,965,228

        

Cash and cash equivalents– end of period

$ 3,766,313

 

$ 2,239,772

 

$ 3,766,313

 

$ 2,239,772

        
        

Supplementary disclosure of non-cash Investing and Financing Activities:

    


 


Deferred expenditures on unproven mineral

rights included in accounts payable


$ 113,879

 


$     -

 


$  113,879     

 


$       -









PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF DEFERRED EXPENDITURES ON UNPROVEN MINERAL RIGHTS

For the year ended June 30, 2007 (audited) and the nine months ended March 31, 2008 (unaudited)

(stated in Canadian dollars)


 


Arroyo Verde

(Argentina)


San Rafael

(Argentina)

La Pampa Uranium

(Argentina)

Tiger Uranium

(Argentina)

Slick Rock Uranium

(USA)


Project Investigation



Total

 

$

$

$

$

$

$

$


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

Environment

-

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

72,695

221,715

17,143

1,131

132,448

-

445,132

Environment

1,203

2,116

-

2,027

-

-

5,346

Geology

413,219

262,537

152,632

56,292

1,070

-

885,750

Geophysics

27,607

64,260

-

-

-

-

91,867

Surface geochemistry

40,404

23,768

1,861

1,789

-

-

67,822

Drilling

1,261,256

323,344

-

-

-

-

1,584,600

Total expenditures

1,816,384

897,740

171,636

61,239

133,518

-

3,080,517

        

Total as at June 30, 2007

3,839,209

1,477,757

171,636

61,239

133,518

-

5,683,359

        

Land acquisition & holding costs

103,857

51,183

15,542

1,894

16,873

-

189,349

Environment

3,611

206

2,185

 

18,622

-

24,624

Geology

143,545

87,508

348,989

5,276

39,942

-

625,260

Geophysics

6,164

26,985

104

-

-

-

33,253

Surface geochemistry

4,432

297

4,397

-

-

-

9,126

Drilling

3,636

499

-

-

-

-

4,135

Total expenditures

265,245

166,678

371,217

7,170

75,437

-

885,747

        

Total as at March 31, 2008

$ 4,104,454

$1,644,435

$ 542,853

$ 68,409

$ 208,955

$         -

$6,569,106










PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



1.

NATURE OF OPERATIONS


Portal Resources Ltd. was incorporated on August 14, 2000 under the Company Act of the Province of British Columbia.  


The Company is an exploration stage company whose business activity is the exploration of mineral rights located in Argentina and the United States.  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 prepared 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 the ones 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.  All significant inter-company transactions and balances have been eliminated.


The accounting policies followed by the Company are set out in Note 2 to the audited consolidated financial statements for the year ended June 30, 2007 and have been consistently followed in preparation of these interim consolidated financial statements, except with respect to the following new and revised accounting standards which the Company is required to adopt under Canadian GAAP for interim and annual financial statements relating to its fiscal year commencing July 1, 2007.


New accounting policies

Effective July 1, 2007, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 1530, Comprehensive Income; Section 3251 Equity, Section 3855, Financial Instruments – Recognition and Measurement; and Section 3865, Hedges, retroactively without restatement.  These new CICA Handbook Sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition of financial instruments and on the use of hedge accounting.  


(a)

Section 1530 – Comprehensive Income:  Section 1530 establishes standards for reporting and presenting comprehensive income, with is defined as the change in equity from transactions and other events from non-owner sources.  Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with generally accepted accounting principles.Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated.  The adoption of this Handbook Sections has no impact on opening deficit.  



PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)



 (b)

Section 3855 – Financial Instruments – Recognition and Measurement: Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet, and whether fair value or cost-based measures are used to measure the recorded amounts.  Financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities.  All financial instruments, including derivatives, are measured in the balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities, which are measured at amortized cost.  Subsequent measurement and changes in fair value depend on their initial classification, as follows: held-for-trading financial instruments are measured a t fair value and changes in fair value are recognized in net income; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net income.


The Company has designated it cash and cash equivalents as held-for-trading, which are measured at fair value and accounts receivable are classified as loans and receivables, which are measured at amortized cost.  Accounts payable, accrued liabilities and due to/from related parties are classified as other financial liabilities.  The Company had neither available-for-sale or held-to-maturity instruments during the nine months ended March 31, 2008.  


(c)

Section 3865 – Hedges: Section 3865 is applicable when an entity chooses to designate a hedging relationship for accounting purposes.  It specifies how hedge accounting is applied and what disclosures are necessary when it is applied.  The adoption of this standard has no present impact as the Company is not currently engaged in any hedging activity.


3.

EQUIPMENT AND SOFTWARE



 

March 31,

2008

 

June 30,

2007

 
            
 


Cost

 

Accumulated

amortization

 

Net book value

 


Cost

 

Accumulated

amortization

 

Net book value

            

Computer equipment

$   16,605

 

$   11,730

 

$  4,875

 

$ 11,992

 

$  10,531

 

$  1,461

Computer software

20,453

 

19,456

 

997

 

20,453

 

18,460

 

1,993

Furniture & fixtures

10,037

 

2,198

 

7,839

 

4,499

 

1,130

 

3,369

Vehicles

44,558

 

20,437

 

24,121

 

44,558

 

13,754

 

30,804

Field equipment

65,893

 

18,795

 

47,098

 

65,893

 

8,911

 

56,982

 

$ 157,546

 

$  72,616

 

$  84,930

 

$ 147,395

 

$  52,786

 

$ 94,609




PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



4.

UNPROVEN MINERAL RIGHTS


The Company’s mineral properties are all located in Argentina and the United States.


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 (paid)

On or before December 1, 2007

$ 80,000 (paid)


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 (paid)

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 nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



4.

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 (paid)

On or before June 10, 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.


On March 3, 2008 the Rio de la Plata agreement was modified so the US$70,000 payment due April 9, 2008 was deferred to June 10, 2008.


Tiger Uranium

The Tiger uranium project consists of six mining concessions.  The claims are held under the existing Rio de la Plata option agreement for the San Rafael block of concessions.


La Pampa Uranium

On April 20, 2007 Portal signed a letter agreement with Consolidated Pacific Bay Minerals Ltd. whereby Portal has an option to earn a 60% 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$

   

On signing of the agreement

$  15,000 (paid)

On or before April 20, 2008

$  30,000

On or before April 20, 2009

$  50,000

On or before April 20, 2010

$  50,000


In order to maintain the option in good standing, Portal must expend an aggregate of US$1,200,000 by April 20, 2011.  The required cumulative required expenditures are as follows:


On or before April 20, 2008

$    150,000

On or before April 20, 2009

$    400,000

On or before April 20, 2010

$    800,000

On or before April 20, 2011

$ 1,200,000


On March 11, 2008, the agreement of April 20, 2007 was modified so that the time periods for the above referenced payment and expenditure commitments will begin on the date that the Argentina Department of Mines gives formal notice that the concessions for the properties have been granted to Consolidated Pacific bay Minerals Ltd.


PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)


4.

UNPROVEN MINERAL RIGHTS, (Continued)


Slick Rock Uranium

On June 22, 2007, Portal signed a letter agreement whereby Portal has an option to earn a 60% interest in a approximately 419 hectares of private fee land and BLM claims in San Miguel County, Colorado, USA.  Under the terms of the agreement, in addition to the issuance of 100,000 commons shares of the company, the Company’s payment requirements are as follows:

   US$

   

On signing of the agreement

$  51,000 (paid)

On or before June 22, 2008

$  25,000

On or before June 22, 2009

$  25,000


In order to maintain the option in good standing, Portal must expend an aggregate of US$445,000 by June 22, 2010, with a minimum of US$100,000 in each year.  A further 15% interest can be earned through the expenditure of an additional US$250,000 over the following two years.  If either party dilutes to less than a 10% working interest, it will be converted to a 2% net proceeds royalty of which 1% can be purchased for US$1,000,000 by the majority partner.


5.

SHARE CAPITAL


Authorized

100,000,000 Common Shares without par value

100,000,000 Preferred shares issuable in series


 

          Number

Amount

Contributed surplus

    

Balance – June 30, 2005

10,798,943

$2,969,461

$180,493

    

Private placements

9,390,000

6,144,250

-

On exercise of warrants

384,471

346,024

-

On exercise of options

166,400

55,954

-

Fair market value of stock options exercised

-

18,625

-18,625

Stock based compensation

-

-

138,605

Finders fees

148,225

74,113

-

Share issue costs

                 -

-431,302

 

Balance – June 30, 2006

20,888,039

9,177,125

300,473

    

Issued for resource property

100,000

78,000

-

On exercise of warrants

759,000

569,250

-

On exercise of options

12,500

8,300

-

Fair market value of stock options exercised

-

3,681

-3,681

Stock based compensation

-

-

340,206

Share issue costs

0

-12,438

 

Balance – June 30, 2007 (audited)

21,759,539

9,823,918

636,998

    

Private placement(i)

7,887,000

5,126,550

-

On exercise of options

5,000

2,600

-

Fair market value of stock options exercised

-

1,402

-1,402

Stock based compensation

-

-

140,034

Finders fees

-

-151,997

 

Share issue costs

                 -

-42,312

 

Balance – March 31, 2008 (unaudited)

29,651,539

  14,760,161

775,630


PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)




5.

SHARE CAPITAL (continued)


i)

On July 20, 2007, the Company completed a private placement for 7,887,000 units at $0.65 for gross proceeds of $5,126,550, with each unit consisting of one common share and one-half share purchase warrant.  Each whole share purchase warrant is exercisable at $0.85 until July 20, 2008 and all securities had a four-month hold period.  Finder’s fees of $151,997 were paid on this placement.


Stock-based Compensation

The Company has a stock option plan as described in the most recent annual financial statements of the Company.  On December 14, 2007, 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 3,133,205 to 4,447,730 common shares.  


The Company accounts for its grants in accordance with the fair value method of accounting for stock-based compensation.  For the nine months ended March 31, 2008, the Company recognized $ 140,034 (2006 - $244,165) in stock-based compensation for employees, directors and consultants.


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

 

March 31

June 30

 

2008

2007

 


Weighted- Average


Weighted- Average

 

Number

of shares

Exercise Price

Number

of shares

Exercise Price

Outstanding at beginning of period

2,741,100

$0.54

1,219,700

$0.51

Granted under plan

100,000

$0.23

1,576,400

$0.57

Exercised

-

$0.52

(12,500)

$0.66

Forfeited or cancelled

(78,750)

$0.63

(17,500)

$0.71

Outstanding at end of period

2,762,350

$0.54

2,766,100

$0.54


At March 31, 2008, the weighted average remaining life of the outstanding options is 2.71 years (June 30, 2007 - 3.47 years).


Stock options outstanding as at March 31, 2008 are as follows:

Number

Exercise

Price

Expiry

Date

100,000

$0.22

19-Dec-08

632,200

$0.25

15-Mar-09

50,000

$0.75

18-Jun-09

50,000

$0.77

23-Dec-09

200,000

$0.86

14-Apr-10

103,750

$0.70

20-Jan-11

100,000

$0.85

21-Mar-08

105,000

$0.75

18-Oct-11

1,146,400

$0.52

5-Dec-11

200,000

$0.70

6-Jun-12

     75,000

$0.79

19-Jun-12

2,762,350

  




PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



5.

SHARE CAPITAL, (Continued)


Warrants


Warrants outstanding as at March  31, 2008 are as follows:


Number

Exercise Price

Expiry Date

3,943,500

$             0.85

July 20, 2008

   


6.

COMMITMENTS


The Company has obligations under an operating lease for its corporate office that is in effect until February 28, 2013.  The remaining future minimum lease payments for the non-cancellable lease for the fiscal year ended June 30, 2008 are $38,292.


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 nine months ended March 31, 2008 and 2007


During the nine months ended March 31, 2008, $25,885 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at March 31, 2008, $Nil (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008, $14,395 (2007 - $Nil) was charged to another private company with certain directors in common with the Company for administrative fees and rent. As at March 31, 2008, $3,081.05 (June 30, 2007 - $Nil) was receivable from this private company.


During the nine months ended March 31, 2008, $14,362 (2007 - $Nil) was charged to a private company with certain directors in common with the Company for administrative fees and rent. As at March 31, 2008, $2,296 (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008, $1,056 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at March 31, 2008, $8.97 (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $ 1,212 (2007 - $1,219) for fees and expense.  As at March 31, 2008 the Company owes this company an aggregate of $788 (June 30, 2007 - $Nil).


As at March 31, 2008 the Company owes certain directors and officers an aggregate of $ 2,389 (June 30, 2007 - $3,233) for expense reimbursements.



PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (Unaudited – prepared by management)

(stated in Canadian dollars)



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 (g) provide a summary of the impact of these financial statements that would result from the application of U.S. accounting principles to deferred mineral rights.


 

Three months ended

 

Nine months ended

 

Year ended

 

March 31,

 

March 31,

 

June 30,

 

2008

 

2007

 

2008

 

2007

 

2007

a)  Assets

         

     Unproven Mineral Rights Costs

         

     Unproven mineral rights costs under Canadian GAAP:


$ 6,569,106

 


$ 4,821,269

 


$ 6,659,106

 


$ 4,821,269

 


$ 5,683,359

     Less unproven mineral rights costs

(6,569,106)

 

(4,821,269)

 

(6,569,106)

 

(4,821,269)

 

(5,683,359)

     Unproven mineral rights costs under U.S. GAAP


$        -

 


$         -

 


$        -

 


$        -

 


$         -


b)  Operations

         

Net loss under Canadian GAAP

$ (344,738)

 

$ (471,125)

 

$ (1,143,242)

 

$(1,260,292)

 

$(1,877,224)

Unproven mineral rights costs expensed under U.S. GAAP


(224,551)

 


(415,687)



(885,747)

 


(2,218,427)

 


(3,080,517)

          

Net loss under U.S. GAAP

$ (569,289)

 

$ (886,812)

 

$ (2,028,989)

 

$(3,478,719)

 

$ (4,957,741)


c)  Deficit

         

closing deficit under Canadian GAAP

$ (5,159,987)

 

$ (3,399,813

 

$ (5,159,987)

 

$(3,399,813)

 

$(4,016,745)

Adjustment to deficit for accumulated unproven mineral rights expensed under U.S. GAAP net of income items



(6,569,106)




(4,821,269)

 



(6,569,106)

 



(4,821,269)

 



(5,683,359)

          

Closing deficit under U.S. GAAP

$(11,279,093)

 

$ (8,221,082)

 

$(11,729,093)

 

$(8,221,082)

 

$(9,700,104)



d)  Cash Flows - Operating Activities

         

Cash applied to operations under Canadian GAAP

$ (290,667)

 

$ (375,305)

 

$(1,665,991)

 

$(1,275,128)

 

$(1,704,195)

Add net loss following Canadian GAAP

344,738

 

471,125

 

1,143,242

 

1,260,292

 

1,877,224

Add non cash unproven mineral rights expensed under U.S. GAAP


(6,375)



(360,138)

 


383,430

 


276,725

 


347,551

Less net loss under U.S. GAAP

(569,289)

 

(886,812)

 

(2,028,989)

 

(3,478,719)

 

(4,957,741)

Less unproven mineral rights costs expensed under Canadian GAAP


-



-

 


-

 


-

 

-

Cash applied to operations under U.S. GAAP

$ (521,593)

 

$ (1,151,130)

 

$(2,168,308)

 

$(3,216,830)

 

$(4,437,161)


e)  Cash Flows - Investing Activities

         

Cash applied under Canadian GAAP

$ (231,689)

 

$ (828,371)

 

$ (512,467)

 

$(2,020,078)

 

$(2,816,215)

Less non cash unproven mineral rights expensed under US GAAP


6,375



360,138

 


(383,430)

 


(276,725)

 


(347,551)

Add unproven mineral right costs expensed under U.S. GAAP


224,551

 


415,687

 


885,747

 


2,218,427

 


3,080,517

Cash applied under U.S. GAAP

$  (763)

 

$  (52,546)

 

$  (10,150)

 

$  (78,376)

 

$  (83,249)



 PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the nine months ended March 31, 2008 (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)

Stockholders’ Equity

Common Stock

There are no differences between Canadian and U.S. GAAP for the years ended June 30, 2007, 2006 and 2005 or the nine months ended March 31, 2008 with respect to the disclosure of stock-based compensation.


g)

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.


 

For the three months ended

 

For the nine months ended

 

Year ended

 

March 31,

 

March 31,

 

June 30,

 

2008

 

2007

 

2008

 

2007

 

2007

          
          

Numerator: Net loss for the period under U.S. GAAP


     $(569,289)

 


  $(886,812)

 


$(2,028,989)

 


$(3,478,719)

 


$(4,957,741)

          

Denominator: Weighted-average number of shares under

         

   Canadian and U.S. GAAP

29,651,539

 

21,032,539

 

43,819,642

 

21,020,539

 

21,183,935

          

Basic and fully diluted loss per share under U. S. GAAP


$          (0.02)

 


$         (0.04)

 


$         (0.05)

 


$         (0.17)

 


$         (0.23)

          




EX-99.2 3 pdoq3mdamay08.htm PORTAL 3RD QUARTER MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis

PORTAL RESOURCES LTD.


MANAGEMENT’S DISCUSSION AND ANALYSIS

For the nine months ended March 31, 2008


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, 2007 and 2006, and the Company’s unaudited interim consolidated financial statements and notes for the nine months ended March 31, 2008.  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 will 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 May 26, 2008.  All dollar figures stated herein are expressed in Canadian dollars unless otherwise specified.


DESCRIPTION OF BUSINESS AND OVERVIEW


Portal is a growth oriented natural resource exploration company focused primarily on the exploration and development of high potential uranium, gold-silver, copper-gold and molybdenum projects in Argentina and the United States.  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.”) had a 100% interest in the Arroyo Verde project, which consisted 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 were issued 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


HIGHLIGHTS


At Arroyo Verde, completion of a 43-101 compliant geological report summarizing the exploration results on the high grade gold-silver mineralization in the Principal and Hanging Wall veins and the Refugio-Porvenir molybdenum porphyry system. An independent 43-101 compliant resource calculation is being conducted on the Principal Vein and will be reported in the next quarterly report.


At Slick Rock uranium project in Colorado a drill program consisting of 18 holes for a total of 12,860 feet (3,920 meters) was completed on May 15, 2008 and results are pending and will be reported in the next quarterly report.


Continuing permitting activity for drilling programs at Tiger uranium


At the La Pampa uranium project, ongoing exploration is defining zones of uranium mineralization on Portal’s and the Cerro Solo Basin joint venture claims



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 41,784 hectares (161 square miles).


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


Gold-silver mineralization at Arroyo Verde occurs in epithermal veins hosted by an outcropping rhyolite dome complex approximately 1 kilometer in diameter surrounded by gravels and younger volcanics.  The Principal Vein is contained within an east-west trending shear zone which ranges in width from 5 to 50 meters.  The vein dips 70° to 85° to the south and drilling has intersected the vein to 350 meters below surface.


Sampling and drilling of the Principal Vein along 700 meters of strike averaged 1.62 meters wide and has a weighted average grade of 7.05 grams per tonne (gpt) gold equivalent.  A 550 meter zone of economic significance defined by 18 drill holes and twelve trenches indicated widths ranging from 0.29 to 3.9 meters and grades from 0.035 to 80.96 gpt gold equivalent with a weighted average grade of 12.22 gpt gold equivalent and an average 1.67 meters true thickness (calculated using a silver:gold ratio of 60:1, metallurgical recoveries and net smelter returns assumed to be 100% and no dilution).


In addition, nine drill holes intersected a hanging wall quartz vein structure.  Eight of the nine drill holes intersected Hanging Wall Vein #1 which is located approximately 50 to 80 meters to the south of the Principal Vein.  The vein has been identified along a strike length of 150 meters and has a true width ranging from 0.26 to 2.80 meters and has yielded assays ranging from 0.64 to 11.95 gpt gold equivalent.


Portal Resources has completed a 43-101 compliant report reviewing the results of the various exploration programs conducted on the project and has commissioned an independent 43-101 compliant study to calculate the resource of precious metals for the mineralized structures.  Completion of this report is expected in June 2008.


Refugio-Porvenir


Extensive induced polarization (“IP”) geophysical surveys by Portal, outlined the very large 4 kilometer wide by 9 kilometer long Refugio-Porvenir anomaly 16 kilometers south of the Arroyo Verde main rhyolite dome with a high chargeability and low resistivity signature indicative of a porphyry system.  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 2006 and 2007 eight widely spaced reverse circulation holes were drilled on 375 to 1,500 meter spacing to a depth of 136 to 765 meters within the large high chargeability Induced Polarization geophysical anomaly. They intersected an upper rhyolitic ignimbrite with widespread intense argillic quartz alteration with 5 to 15% sulphides up to 260 meters thick underlain by a lower rhyodacite intrusive unit with green waxy sericite alteration and strong silicification with disseminated pyrite and fine grey veinlets with molybdenite, sphalerite, galena and pyrite.  


This drilling confirmed the presence of a large, well-mineralized porphyry system with a flat lying zone of quartz molybdenite stockwork mineralization from 70 to 200 meters thick along the ignimbrite-intrusive contact. The best mineralization in drill hole PO-54 consisted of long intervals of molybdenum mineralization (176 meters from 284 to 400 meters grading 0.031% molybdenum and 56.15 meters grading 0.034% molybdenum from 655 to 711.5 meters). Mineralization is disseminated and in veinlets within zones of quartz sericite alteration in a rhyodacite intrusive containing molybdenum, magnetite, pyrite, and minor sphalerite, galena, and chalcopyrite minerals.


This mineralization and geological setting at Refugio-Porvenir 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.


The Refugio-Porvenir molybdenum porphyry represents a grass roots discovery by the Portal team of a large porphyry system.  Additional drilling is recommended to deepen hole PO-53, step out to the south of hole PO-53, and test the 800 meter gap to the north between drill holes PO-54 and PO-90.  Portal is currently evaluating the option of seeking a joint venture partner to share the risk in further exploring such a large mineralized system.


SAN RAFAEL PROJECT


The San Rafael Project in central Mendoza province Argentina is a large district sized group of claims totaling in excess of 177,000 hectares (680 sq. miles). Mining rights are held under the Minera Rio de la Plata S.A and the San Pedro option agreements. On March 3, 2008 the Minera Rio de la Plata S.A. option agreement was modified in that the payment due April 9, 2008 was deferred until June 10, 2008.


 Infrastructure in the area 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, and crosscut by a series of major northwest trending structures.  Three types of significant deposits are present within the area: roll front sandstone hosted uranium deposits such as the Sierra Pintada mine and Portal’s Tiger Uranium Project within the sedimentary sequence; copper-gold mineralization associated with the northwest trending structures such Portal’s Anchoris project; and gold-silver epithermal vein style mineralization associated with altered felsic volcanic centers such as the Don Sixto (formerly La Cabeza) gold-silver project of Exeter Resources Ltd. located just 15 kilometers 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 has identified a number of other targets and continues to maintain this extensive land package for future exploration.


As the San Rafael project is currently permitted for ongoing Stage 1 exploration, the new Law 7722 in Mendoza province referred in the Tiger uranium project section does not have any immediate impact on Portal’s planned exploration activities within these claims.


ANCHORIS PROJECT


The Anchoris Project, a large copper-gold porphyry system within the San Rafael group of claims, is located approximately 300 kilometers 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 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 Totora, Julia-San Pedro and La Chilca-Los Buitres along a clearly defined structural trend approximately 15 kilometers in length.  An outer, widespread carbonate zone in excess of 4 kilometers 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 along strike and 37.7 meters grading 1.00% copper and 0.14 g/t gold across strike) as well as in drill holes (average of three drill holes in the potassic altered zone over a strike length of 1,500 meters is 0.30% copper and 0.17 g/t gold including 16 meters of 0.47% copper and 0.5% g/t gold in AN06).


Portal’s initial mapping, hand trenching and sampling both confirmed previous results and extended the Totora zone in two trenches 150 meters to the southeast with 0.46% copper and 0.06 g/t gold over 10 meters in trench 1 and 0.31% copper and 0.06 g/t gold over 9 meters in trench 2.


In 2006 an exploration program consisting of detailed mapping, sampling and approximately 120 kilometers of IP surveys further defined the three known zones of porphyry style mineralization. At La Totora, the best defined and largest area to date, the geophysical surveys defined a broad 400 to 800 meter wide moderate to strong chargeability anomaly with low resistivity along a strike length of 4,400 meters, open on strike to the east and west.  Geophysical surveys at the La Julia zone outlined a very strong chargeability anomaly over widths of 400 to 1,000 meters along a strike of 2,000 meters, which is open to the southeast.  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 outlined beneath an outcropping diorite intrusive which is crosscut by sheeted copper-gold-s ilver stockwork veins, 4 to 10 meters in width.  At La Chilca-Buitres a broad gradient chargeability anomaly was outlined over an area 1,000 meters by 400 to 600 meters under thin basalt volcanic cover.  Strong phyllic alteration with disseminated pyrite is exposed in canyons on the northern edge of the IP anomaly.


This work was followed up by a Phase I of reverse circulation drilling program as an initial test of the La Totora, San Pedro and La Julia zones.


The La Totora Zone, a 200 to 400 meter wide south dipping structurally controlled copper-gold porphyry stockwork zone mapped over a strike length of 2,000 meters within an overall pole-dipole IP geophysical anomaly of 4,000 meters was tested by three drill holes.  Drill hole AN8A intersected 87 meters of 0.33% copper, 0.10 g/t gold and 0.065% molybdenum from 175 to 265 meters.  Drill hole AN14 located 1,200 meters south of AN8A in the central portion of the La Totora Zone intersected a strongly argillic altered porphyry with disseminated pyrite and chalcopyrite mineralization and quartz veinlets with pyrite and chalcopyrite over 168 meters from 196 to 364 meters which remains open to depth.  Included in this was a section of 65 meters grading 0.37% copper, and 0.07 g/t gold from 210 to 277 meters.  Hole AN9 drilled a further 800 meters to the southeast intersected silicified and pyritic volcanics and intrusive from 51 to 380 meters but with only weakly anomalous copper values.


At the San Pedro- La Julia zones, drilling intersected a strongly phyllic altered porphyry zone with disseminated pyrite.  However only one hole, AN13, the western most hole intersected anomalous copper values averaging 0.113%copper over 83 meters from 297 to 380 meters. These zones remain open to depth.


Portal has filed an environmental permit application for a drill program of 8 to 12 holes to further test the La Totora zone as well as test additional portions of the La Julia-San Pedro zone.  The program will emphasize a deep 800 meter long drill hole to test the 200 meter wide zone of copper-gold porphyry stockwork system defined in the La Totora zone along a presently defined strike length in excess of 1,200 meters.



TIGER URANIUM PROJECT


The Tiger uranium project located approximately 30 kilometers southwest of the city of San Rafael consists of six mining concessions totaling over 26,000 hectares or 100 square miles within the Sierra Pintada District. The claims are held under the existing Rio de la Plata option agreement for the San Rafael block of concessions.


Moderate topography with elevations in the range of 900 to 1200 meters and predominantly dry climate and mild winters make exploration possible throughout the year.  Infrastructure is excellent with state maintained paved and gravel roads providing easy access with power and water available in the project area.


The Sierra Pintada District hosts the Sierra Pintada uranium deposit, which is owned by the Argentinean government corporation Comisión Nacional de Energia Atómica (CNEA).  Sierra Pintada is an open pit uranium mine, which produced 5 million pounds of U308 from 1979 through to 1997 when it was put on care and maintenance due to low metal prices. The deposit with a resource of approximately 20 million pounds of U3O8 is currently being evaluated to be brought back into production in accordance with Argentina’s national nuclear energy policy.  Note that this resource is not compliant with National Instrument 43-101 nor does its presence ensure that a deposit will be found on Portal’s claims.


Portal has defined six separate target areas over a total strike length of 20 kilometers covering the southern, eastern, western, and fault extensions of the favorable sandstone formation that hosts the Sierra Pintada uranium mine. The highest priority target lies on the southern boundary of the Sierra Pintada mine claims in the southern fold closure of the anticline structure which hosts the uranium mineralization in the Sierra Pintada mine.  Close spaced drill holes on 50 to 100 meter centers are present on both sides of the Sierra Pintada-Portal claim boundary within shallowly dipping, red, hematized magnetic sandstones which historically host the best mineralization in the deposits. The second priority target is located 2 kilometers east of the Sierra Pintada deposit and is underlain by thick shallowly dipping sandstone exposures on the eastern limb of the anticline structure. Target areas 3 to 6 represent up thrown fault extensions of the favorable sandstone unit s. Red hematized sandstones with shallow dips are poorly exposed under thin alluvial cover along a potential strike of 6 to 10 kilometers and the target areas can be easily tested with radiometric spectrometer surveying and shallow drilling


Portal has planned and initiated permitting for an exploration program on the six targets areas which will commence in the area immediately to the south of the Sierra Pintada mine within the zone of close spaced drilling referred to above that straddles Sierra Pintada-Portal claim boundary.  Exploration will consist of acquisition of surface access rights, mapping, sampling, and geophysics to define targets for drilling.


As of June 21, 2007, the Governor of Mendoza gave final approval to new legislation, Law 7722 which prohibits the use of certain chemical substances by the mining industry within the province of Mendoza.  One of the restricted substances is sulfuric acid which is the main component used in the heap leach recovery of uranium at the Sierra Pintada mine and would potentially be used in heap leaching of any new discoveries by Portal of mineralization similar to Sierra Pintada. Note that this legislation does not impact on the ability of companies to explore in Mendoza province, as the toxic substances cited in the legislation are applicable only to producing mines.


Portal believes that the legislation was implemented primarily for political reasons in advance of national and provincial elections in October 2007 and is unconstitutional. As such Portal has, as well as a number of other mining companies and mining oriented groups in the province of Mendoza, filed a lawsuit against the government of Mendoza challenging the constitutionality of Law 7722.  Following the elections, the new Governor Elect and other groups have put forth the position that mining is a desirable activity in Mendoza province, as long as it is carried out in an environmentally safe manner respecting sustainable development concepts, as it will provide much needed employment and economic benefits to the province.


Specifically the reopening of the important Sierra Pintada mine, as well as providing major economic benefits for the province of Mendoza, can play a significant role in satisfying Argentina’s future energy needs.  By analogy such mine development in the province of Mendoza, would also be very positive for Portal’s ability to develop any uranium deposit that it discovers within its immediately adjacent Tiger uranium project.


LA PAMPA URANIUM PROJECT


Portal’s La Pampa uranium project located in central Chubut province Patagonia, Argentina consists of over 53,000 hectares or 208 square miles in nine mining concessions which Portal is acquiring by staking located 40 to 80 kilometers southwest of the Cerro Solo uranium deposit owned by Comisión Nacional de Energia Atómica (CNEA).  Additionally Portal has the right to earn a 60% interest in the Cerro Solo Basin project of Consolidated Pacific Bay Minerals. Ltd., which consists of three concessions totaling 30,000 hectares or 115 square miles. Under terms of the Letter Agreement, Portal can earn its 60% interest by making an initial payment of US$15,000 on signing with additional cash payments totaling US$130,000 and work commitments totaling US$1.2 million over a four year term. On March 11, 2008, the option agreement with Consolidated

Pacific Bay Minerals Ltd. was modified so that the time periods for the above referenced payments and expenditure commitments will begin on the date that the Argentina department of Mines give formal notice that the concessions for the properties have been granted to Consolidated Pacific Bay Minerals Ltd. Portal’s claims and the Cerro Solo joint venture are located approximately 40 kilometers southwest and 30 kilometers east respectively of the important Cerro Solo deposit.


The area with subdued topography and good road access is amenable to year round exploration with the exception of one to two months in the case of a particularly severe winter.


On a district scale, Portal’s properties are located within the Cretaceous in age San Jorge sedimentary basin.  The basin comprises sedimentary rocks of the Chubut Group, which host uranium mineralization occurring preferentially within the Los Adobes Formation, composed of coarse grained fluvial sandstone and conglomerate units from 90 to 150 meters thick representing ancient river channels.  Two smaller uranium deposits, Los Adobes and Cerro Condor were discovered and mined in the early 1970’s through follow up of government airborne radiometric surveys.  


The Cerro Solo deposit, the largest deposit in the district, occurring at a relatively shallow depth of 60 to 70 meters, making it amenable to open pit mining, was discovered by drilling along strike from the Los Adobes deposit.  CNEA completed a prefeasibility study on the Cerro Solo deposit that estimated a resource of 10 million pounds of contained U3O8 at a grade of 0.3 % uranium and 3.3 million pounds of molybdenum at a grade of 0.2 % molybdenum (CNEA Report 1997).  (Note that this is historical resource calculation and not compliant with NI 43-101 guidelines, nor does the presence of the Cerro Solo deposit ensure that a deposit will be found on Portal’s claims).


Portal’s nine concessions cover strong airborne radiometric anomalies along a north south trending portion of the Los Adobes Formation sandstones 45 kilometers long by 15 kilometers wide.  Surface mapping, alpha cup radon gas surveying and prospecting with spectrometer is currently underway to define drill targets within the outlined radiometric anomalies.  Prospecting within the Banquileo concession has identified an area believed to be underlain by the Los Adobes and Cerro Barcino Formations.   Mapping of this target area shows a thicker section of coarse sandstone and pebble conglomerate which is typical of the more favorable parts of the Los Adobes Formation to host uranium mineralization.  Portal is encouraged by these initial results and continues to test the zone though mapping and sampling to define the areas of highest potential.


The Cerro Solo joint venture claims are underlain by the Los Adobes Formation, the sandstone unit within the Chubut Group which is the preferred host unit for uranium mineralization in the district as noted above. Additionally regional work by Consolidated Pacific Bay Minerals Ltd and others has indicated that a paleo-channel trend hosting uranium mineralization extends onto the claim group.  Portal has initiated a detailed radiometric survey as well as mapping and sampling to define the paleo river channels and define drill targets.


Exploration is continuing in eastern Chubut within the Puesto Manuel Arce Formation of Upper Cretaceous age, and the Salamanca Formation of Paleocene age, both of which are favourable for hosting uranium mineralization.  The Puesto Manuel Arce Formation is a particularly important target as it is believed to host the Sierra Cuadrada deposit, one of the four sandstone hosted deposits discovered by CNEA during their exploration of numerous radiometric anomalies in the San Jorge Basin during the 1960’s and 1970’s.


Initial prospecting and radiometric surveying on Portal’s El Tropezón claim located in eastern Chubut Province identified an area of greater than 2 square kilometers containing anomalous grab samples and spectrometer results within the Paleocene age sandstones and conglomerates of the Salamanca Formation.  The uraniferous horizon is mostly covered by recent alluvial sediments but erosion along the northern boundary of the cover has exposed the uraniferous horizon within the underlying Salamanca Formation.  A total of 27 hand trenches were excavated and sampled along 1,850 meters of the exposed uraniferous horizon.  The trenches were established in locations previously identified as anomalous for uranium by sampling and radiometric surveying.  Assay results have been received from thirteen of the 27 trenches and indicate true thickness ranging from 0.2 to 1.5 meters and grades ranging from 26 to 494 ppm uranium.  Four of the trenches withi n a 150 meters of the exposed horizon indicated true widths ranging from 0.2 to 0.9 meters and grades ranging from 124 to 494 ppm uranium and averaging 319 ppm uranium and a true thickness of 0.375 meters.  Additional trench sampling, spectrometer and alpha cup radon gas surveying has outlined a 250 meter section along the exposed uraniferous horizon where 6 trenches indicated a mineralized horizon averaging 0.33 meters thick and averaging 400 ppm uranium.  A 200 meter square area located to the south of this section and along the extrapolated extension of the paleochannel returned anomalous radiometric and alpha cup results.  A proposed backhoe trenching program will test this target and other portions of the property to determine whether the grade and thickness of the mineralized horizon increases to the south.  This proposed program requires government approval and the issuing of exploration permits before work can be conducted.


Reconnaissance mapping and sampling are also being conducted in other target areas underlain by favourable sandstone and conglomerate units of the Puesto Manuel Arce Formation and caliche-type uranium mineralization associated with Tertiary age sediments.



SLICK ROCK URANIUM PROJECT


At the Slick Rock project in the prolific Uravan uranium-vanadium mineral belt in western Colorado, Portal has acquired the right to earn a 60% interest by making cash payments totaling US$101,000 (US$51,000 paid on signing), issuance of 100,000 shares of Portal Resources Ltd. (completed), and spending US$445,000 over a three year period with a minimum annual expenditure of US$100,000. Subsequently Portal can earn a further 15% interest by completing an additional US$225,000 within a two year period.


The project consists of three strategically located groups of claims and leases totaling 419 hectares (1.6 square miles) within the Slick Rock District of the Uravan Mineral Belt in southwestern Colorado adjacent to the Utah border.


Uranium production from the Uravan Mineral Belt, the largest producing uranium area in Colorado, totaled 84 million pounds of U3O8 and 220 million pounds of V2O5 from 1936 to 1984. Grades averaged 0.25% U3O8 and 1.5% V2O5. Production initially came from smaller deposits exposed in the walls of major canyons which dissected the broad rolling plains of the Colorado Plateau. Later in the 1970’s and 1980’s, production moved into the plains with the discovery of larger blind ore bodies at depths of 600 feet or more.


The bulk of the uranium production from the Uravan Mineral Belt has come from sandstone hosted roll-front deposits. Within the Slick Rock District, most of the deposits are hosted with the Saltwash Member of the Morrison Formation, a relatively coarse, cross bedded sandstone representing river channel fill deposits. Areas favourable for hosting uranium mineralization typically are where the sandstone thickness is greater and the unit contains organic or carbonaceous content in the form of carbonized plant remains.


Portal’s three claim groups are aligned along a southwestern trend approximately 7 miles (11 kilometers) long. They are surrounded by six past producing mines, ranging in size from 400,000 to 800,000 pounds contained U3O8, including Union Carbide’s Silver Bell and Wilson mines located approximately 2 miles to the southwest. The largest mine in the district, was Union Carbide’s Deremo mine 2.5 miles to the south with past production of 3.1 million pound of U3O8 and 31.2 million pounds of V2O5. Recent discoveries include the Cotter ore bodies located approximately 2 miles to the northeast with a resource of approximately 300,000 tons containing approximately 1.5 million pounds of U3O8 and 7.5 million pounds of V2O5 (Note that this is historical resource calculation and not compliant with NI 43-101 guidelines, nor does the presence of the Cotter and other ore bodies in the Slick Rock District ensure that a deposit will be found on Portal’s claims.)

Portal’s Slick Rock claims are underlain by the productive Saltwash Member, host to the other producing mines in the area at an estimated depth of approximately 650 feet.


Portal has updated the permit application for a 3500 meter drill program consisting of 16 holes budgeted at approximately US$400,000 including drilling, radiometric logging and reclamation costs.



MINERAL PROPERTY EXPENDITURES


During the nine months ended March 31, 2008, the Company capitalized $885,747 of mineral property expenditures (2007 - $2,218,427).  The Company’s mineral properties are located in Argentina and the USA.  A breakdown of carrying values by property and significant expenditures by category is as follows:



        

Arroyo Verde

(Argentina)

San Rafael

(Argentina)

La Pampa Uranium

(Argentina)

Tiger Uranium

(Argentina)

Slick Rock Uranium

(USA)

Project Investigation

Total

      

 

 

Total as at June 30, 2005

$1,198,827

$281,731

 $        -   

$      -

$          -   

$ 63,625

 $1,544,183

      

 

 

Acquisition & holding costs

53,953

80,450

 -

 -

 -

1,200

135,603

Environment

 -

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

Acquisition & holding costs

72,695

221,715

17,143

1,131

132,448

 -

445,132

Environment

1,203

2,116

 -

2,027

 -

 -

5,346

Geology

413,219

262,537

152,632

56,292

           1,070

 -

885,750

Geophysics

27,607

64,260

 -

 -

 -

 -

91,867

Surface geochemistry

40,404

23,768

1,861

1,789

 -

 -

67,822

Drilling

1,261,256

323,344

 -

 -

 -

 -

1,584,600

Total expenditures

1,816,384

897,740

171,636

61,239

       133,518

-   

3,080,517

Total as at June 30, 2007 (audited)

3,839,209

1,477,757

171,636

61,239

       133,518

-   

5,683,359

        

Acquisition & holding costs

103,857

51,183

15,542

1,894

        16,873

 -

189,349

Environment

3,611

206

2,185

 

         18,622

 -

24,624

Geology

143,545

87,508

348,989

5,276

         39,942

 -

625,260

Geophysics

6,164

26,985

104

 -

 -

 -

33,253

Surface geochemistry

4,432

297

4,397

 -

 -

 -

9,126

Drilling

3,636

499

 -

 -

 -

 -

4,135

Total expenditures fixed

(year to date unaudited)

265,245

166,678

371,217

7,170

        75,437

-   

885,747

      

 

 

Total as at March 31, 2008

 $4,104,454

 $1,644,435

$542,853

$68,409

$208,955

$      -   

 $6,569,106

        


The gross expenditures broken down by category are as follows:


 

Three months ended March 31

 

Nine months ended March 31

 

2008

 

2007

 

2008

 

2007

        

Land holding costs

$       16,127

 

$     80,077

 

$     189,349

 

$       354,560

Environmental

18,892

 

1,519

 

24,624

 

3,973

Geology

189,281

 

153,375

 

625,260

 

599,824

Geophysics

104

 

 (5,362)

 

33,253

 

91,867

Surface geochemistry

147

 

 21,427

 

9,126

 

56,968

Drilling

-

 

164,651

 

4,135

 

1,111,235

Total expenditures

$       224,551

 

$     415,687

 

$     885,747

 

$    2,218,427


SUMMARY OF QUARTERLY RESULTS


 

Three Months Ended

 

March 31

2008

(unaudited)

December 31 2007

(unaudited)

September 30

2007

(unaudited)

June 30

2007

(audited)

 

$

$

$

$

     

Interest Income

40,834

47,594

39,384

11,967

General & Administration

(excluding property write-offs)


385,572


453,482


432,000


628,899

Property write-offs

Nil

Nil

Nil

Nil

Net loss

344,738

405,888

392,616

616,932

Net loss per share

0.01

0.01

0.01

0.03



 

Three Months Ended

 

March 31

2007

(unaudited)

December 31

2006

(unaudited)

September 30

2006

(unaudited)

June 30

2006

(audited)

 

$

$

$

$

     

Interest Income

23,547

32,712

38,448

24,080

General & Administration

(excluding property write-offs)


494,672


506,183


354,144


420,681

Property write-offs

Nil

Nil

Nil

80,130

Net loss

471,125

473,471

315,696

476,731

Net loss per share

0.02

0.02

0.02

0.03



RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007


This review of the Results of Operations should be read in conjunction with the unaudited Consolidated Financial Statements of the Company for the nine months ended March 31, 2008 and 2007.


Results of Operations for the three months ended March 31, 2008 and 2007


Loss for the period

For the three months ended March 31, 2008 the Company incurred a net loss of $344,738 ($0.01 per share) compared to a net loss of $471,125 ($0.02 per share) for the three months ended March 31, 2007. The decrease in the net loss for the period from 2007 to 2008 of $126,387 is primarily due to the decrease of $47,030 in valuation allowance for foreign value added tax (IVA), a decrease in stock-based compensation of $139,084 and a decrease in the investor relations costs of $27,603 offset by the increase in salaries and benefits of $81,043.  


Expenses

General and administrative costs were $385,572 for the three months ended March 31, 2008, a decrease of $109,100 as compared to $494,672 for the same period in the prior year.  The five largest expense items for this fiscal period, which account for 76% (2007 – 72%) of total general and administrative expenditures, were salaries and benefits of $124,876 (2007 - $43,833), stock-based compensation of $15,615 (2007 – $154,699), investor relations of $77,021 (2007 - $104,624) office and miscellaneous expenses of $59,576 (2007 – $34,933) and $14,984 for accounting and audit fees (2007 – $16,299).  The increase in salaries in benefits is result of an increased staff level and increased salaries, the decrease in investor relations costs is primarily due to cost reductions related to the Company’s Annual Report and the increase in office and miscellaneous costs is a result of increased insurance costs, licenses and fees and administration costs.  The decrease in stock–based compensation is a result of less options vesting in the current period as compared to the prior years.


Results of Operations for the nine months ended March 31, 2008 and 2007


Loss for the period

For the nine months ended March 31, 2008 the Company incurred a net loss of $1,143,242 ($0.04 per share) compared to a net loss of $1,260,292 ($0.06 per share) for the nine months ended March 31, 2007. The decrease in the net loss for the period from 2007 to 2008 of $117,050 is primarily due to the decrease of $227,713 in valuation allowance for foreign value added tax (IVA), an increase of $33,105 in interest income, offset by the increase in salaries and benefits of $206,299, and stock-based compensation of $104,131.


Expenses

General and administrative costs were $1,271,054 for the nine months ended March 31, 2008, a decrease of $83,945 as compared to $1,354,999 for the same period in the prior year.  The five largest expense items for this fiscal period, which account for 78% (2007 – 61%) of total general and administrative expenditures, were salaries and benefits of $334,779 (2007 - $128,480), stock-based compensation of $140,034 (2007 – $244,165), investor relations of $322,532 (2007 - $310,401), office and miscellaneous expenses of $129,681 (2007 – $88,355) and 52,054 for accounting and audit fees (2007 – $51,665).  The increase in salaries in benefits is result of an increased staff level and increased salaries, the increase in investor relations costs is primarily due to costs related to the Company’s Annual and additional promotional material. The increase in office and miscellaneous costs is a result of increased insurance costs, licenses and fees and administration costs.  The increase in stock–based compensation is a result of more options vesting in the first quarter as compared to the same period in the prior year.



SELECTED ANNUAL INFORMATION


For the years ended June 30th


 

2007

                 2006

                2005

    

Interest Income

$   106,674

$   33,123

$   3,391

Net income (loss)

$(1,877,224)

$(1,094,757)

$(735,538)

Basic and diluted EPS

$    (0.09)

$   (0.08)

$   (0.08)

Total assets

$7,007,477

$7,726,463

$2,347,202

Total long-term liabilities

Nil

Nil

Nil

Cash dividends declared

Nil

Nil

Nil



LIQUIDITY AND CAPITAL RESOURCES


The Company had cash on hand of $3,766,313 and working capital of $3,721,768 as of March 31, 2008 (June 30, 2007: $1,069,730 and $726,003 respectively).  The increase in cash and working capital is primarily due to the completion of a private placement in July, 2007 of $4,974,553, net of finders fees, less of expenditures on mineral properties of $885,747 and the funding of operating activities.  


On July 20, 2007 the Company completed a private placement for 7,887,000 units at $0.65 for gross proceeds of $5,126,550, with each unit consisting of one common share and one-half share purchase warrant.  Each whole share purchase warrant is exercisable at $0.85 until July 20, 2008.  Finder’s fees of $151,997 and share issue costs of $42,312 were paid on this placement.  


The Company has sufficient cash to meet its on-going obligations as they become due and will modify budgeted exploration activities as necessary to ensure it continues to meet its on-going obligations.


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 March 31, 2008, the Company’s Share Capital was $14,760,161 representing 29,651,539 common shares (June 30, 2007 - $9,823,918 representing 21,759,539 common shares).  


During the nine months ended March 31, 2008, 5,000 common shares were issued on the exercise of stock options with a value of $4,002, of which $2,600 was received in cash and $1,402 was the fair value of the options at grant that has been allocated to share capital from the contributed surplus account and 20,000 stock options were cancelled during the period.


As at March 31, 2008, Contributed Surplus totaled $775,630 (June 30, 2007 - $636,998).  During the nine months ended March 31, 2008 the Company recognized $140,034 in stock-based compensation expense for share purchase options that vested during the period and allocated $1,402 from contributed capital to share capital for the estimated fair value of stock options exercised.


At March  31, 2008 the Company had 2,762,350 (June 30, 2007 – 2,766,100) outstanding stock options with a weighted average exercise price of $0.54, and 3,943,500 (June 30, 2007 – 1,317,500) outstanding share purchase warrants with an exercise price of $0.85.  


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 nine months ended March 31, 2008, $25,885 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at March 31, 2008, $Nil (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008, $14,395 (2007 - $Nil) was charged to another private company with certain directors in common with the Company for administrative fees and rent. As at March 31, 2008, $3,081.05 (June 30, 2007 - $Nil) was receivable from this private company.


During the nine months ended March 31, 2008, $14,362 (2007 - $Nil) was charged to a private company with certain directors in common with the Company for administrative fees and rent. As at March 31, 2008, $2,296 (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008, $1,056 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at March 31, 2008, $8.97 (June 30, 2007 - $Nil) was receivable from this public company.


During the nine months ended March 31, 2008 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $ 1,212 (2007 - $1,219) for fees and expense.  As at March 31, 2008 the Company owes this company an aggregate of $788 (June 30, 2007 - $Nil).


As at March 31, 2008 the Company owes certain directors and officers an aggregate of $ 2,389 (June 30, 2007 - $3,233) for expense reimbursements.



ADDITIONAL INFORMATION


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


Outstanding Share Data


As at May 26, 2008 the Company had the following items issued and outstanding:

29,651,539 common shares

2,762,350 common stock options with a weighted average exercise price of $0.54 expiring at various dates until June 19, 2012.

3,943,500 common share purchase warrants with an exercise price of $0.85 expiring on July 20, 2008.


Investor Relations


On January 19, 2008, the Company entered into an agreement with Value Relations GmbH investor relations and marketing services.  Under the terms of the agreement, Value Relations GmbH will receive an advance payment of $32,500 Euros for investor relations and promotional services for an eleven month term and up to 39,000 Euros over the term for a comprehensive marketing program.  


Commitments and Contingencies


The Company has obligations under an operating lease for its corporate office that is in effect until February 28, 2008.  The remaining future minimum lease payments for the non-cancellable lease for the fiscal year ended June 30, 2008 total $17,646.



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. As of June 21, 2007, the Governor of Mendoza gave final approval to new legislation, Law 7722, which prohibits the use of certain chemical substances by the mining industry within the province of Mendoza. Portal believes that the legislation was implemented primarily for political reasons in advance of national and provincial elections in October 2007 and is unconstitutional. As such Portal has, as well as a number of other mining companies and mining oriented groups in the province of Mendoza, filed a lawsuit against the government of Mendoza challenging the constitutionality of the new mining law.  Portal is convinced that the new legislation will upon reflection be modified to allow mining to be carried out in the province of Mendoza in accordance with world standard environmental and sustainability guidelines. As referenced above, for specific reasons, Portal feels that this legislation will not in the long term affect either its Sierra Pintada, San Rafael, nor Anchoris projects.


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 its financial position and results.



SUBSEQUENT EVENTS


On April 11, 2008 the Company terminated the San Pedro option contract covering a series of exploration concessions which formed part of the San Rafael project and more specifically portions of the Anchoris copper-gold porphyry zone.


On April 22, 2008 the Company returned to Minera Rio de la Plata S.A a series of concessions under terms of the option agreement which covered ground with potential for gold-silver epithermal mineralization as well as portions of the Anchoris copper-gold porphyry project. The Company retained nine concessions totalling approximately 42,000 hectares which comprises the Tiger uranium project.


On April 30, 2008 the terms of the Minera Rio de la Plata S.A. agreement were further modified in that the US$70,000 payment due on June 10, 2008 was deferred until July 10, 2008.


On May 15, 2008, the Slick Rock Drill program consisting of 18 holes and totalling 12,680 feet (3,920 meters) was completed and results are pending.



OUTLOOK


Portal has planned exploration programs for the Tiger, La Pampa, and Slick Rock uranium projects.


At the Tiger uranium project in Mendoza province, the Stage II environmental permit application for a major drill program is still to be approved by the relevant government agencies. Portal is continuing to work with the government agencies for the issue of the necessary permits, as well working with the government of the  province of Mendoza to rescind or modify the current legislation prohibiting the use of cyanide, sulphuric acid, mercury and other toxic substances by the mining industry in the Province of Mendoza. Portal looks forward to making significant progress on these two issues as the Tiger uranium project has good potential to host a large uranium ore body.


At La Pampa uranium project in Chubut province, Portal plans to continue its exploration program to define drill targets within anomalous zones hosted by the Los Adobes Formation both within Portal’s claims to the west and the Cerro Solo JV project, as well as the newly applied for concessions in eastern Chubut province under lain by the younger formations which have also been shown to host uranium deposits. This will entail mapping and sampling as well as detailed radiometric surveys utilizing both spectrometer results and Alpha Cup geochemical grids.


At the Slick Rock project, Portal is compiling results of the drill program completed in early May in order to design a follow up exploration program.


At Arroyo Verde, a resource calculation will be carried out to define the gold-silver resource hosted by the Principal and Hanging Wall veins. Portal is also seeking a joint venture partner to carry out additional exploration on the Refugio-Porvenir porphyry zone.



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.


INTERNAL CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING


The Company’s management is responsible for establishing and maintaining internal controls over financial reporting.  The internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles.  As required under Multilateral Instrument 52-109, management advises that there has not been any changes in the Company’s internal controls over financial reporting during the most recent interim period that have materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.


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 March 31, 2008;


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:

May 28, 2008



“Bruce Winfield”

_______________________

BRUCE WINFIELD

Chief Executive Officer



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

Form 52-109F2


CERTIFICATION OF INTERIM FILINGS


I, Mark T. Brown, 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 March 31, 2008;


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:

May 29, 2008



“Mark Brown”

_______________________

MARK BROWN,

Chief Financial Officer



#



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