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.    0-52676

Niogold Mining Corp.

(Name of Registrant)

24549 53^rd Avenue, Langley, British Columbia V2Z 1H6

(Address of principal executive offices)

1.

News Release dated May 13, 2008

2.

News Release dated July 2, 2008.

3.

Interim Financial Statements for the period ended May 31, 2008.

4.

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

5.

Certification of CEO

6.

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.

Niogold Mining Corp.

(Registrant)

Dated: March 27, 2009 By:   /s/  Michael Iverson Michael Iverson, President and CEO

EX-99.1

WEST EXTENSION TARGET AT MARBAN RETURNS
9.45 G/T GOLD OVER 2.3 METRES,
7.63 G/T GOLD OVER 4.0 METRES, AND
23.40 G/T GOLD OVER 1.1 METRES

Val-d’Or, Quebec, May 13, 2008: NioGold Mining Corporation (TSX-V:NOX) (Frankfurt: NG1) (“NioGold”) is pleased to announce that on-going drilling on the Marban Block property is proving up the presence of a large gold mineralised system to the west of the former Marban Mine.

Assay results were received for 3 drill holes (MB-08-037 to MB-08-039) completed on line 100W aimed at testing the west strike extent of the favourable units hosting the former Marban Mine gold ores (Mine Sequence). To date, NioGold has completed 21 holes up to a distance of 600 metres to the west of the mine shaft. Initial testing of the West Extension target is being conducted at 100-metre drill section spacing, presently covering lines 100W to 600W.

Best gold mineralised intervals from holes MB-08-037 to MB-08-039 include:

Mine Zone:

·

MB-08-037: 9.45 g/t Au over 2.3 m

·

MB-08-039:

5.66 g/t Au over 2.8 m

Footwall Zone:

•

MB-08-037:

5.55 g/t Au over 1.1 m within 0.69 g/t Au over 20.4 m

•

MB-08-038:

7.63 g/t Au over 4.0 m within 0.88 g/t Au over 67.8 m

•

MB-08-039:

23.40 g/t Au over 1.1 m within 0.94 g/t Au over 69.7 m

Results from holes MB-08-037 to MB-08-039 bolster the previously released results of hole MB-08-035 on line 300W (see News Release dated April 1, 2008) that returned a notable gold mineralised interval averaging 6.46 g/t Au over 7.0 metres. Holes MB-08-037 and MB-08-039 returned gold mineralised intervals within the heart of the Mine Sequence that correlate with the updip and strike projection of the Mine Zone. The Mine Zone, where most of the past production was carried out during 1961 to 1974, is located between -150 and -250 metres vertical depth at a fold of the upper contact of the Mine Sequence. The Footwall Zone, a major fault localised at the lower contact of the Mine Sequence, is proving to be a very promising target, returning thick low grade gold mineralised sections that include higher grade intervals.

Drilling to date was successful in extending sulphide mineralised zones typical of the former Marban Mine ores up to 600 metres west of the mine shaft. Results are pending for 11 of the 21 holes completed to date over the target.

Wedge Zone

A second drill rig was mobilised in late March to the Marban Mine area for definition drilling of the promising Wedge Zone discovered in late 2006. The Wedge Zone is located near surface, above the mined out orebodies. The Wedge Zone is planned to be initially defined at 50-metre drill hole spacing between lines 0W and 600E in order to conduct a first resource estimate. Results are pending for the 10 holes completed since late March on the target.

Best results for holes MB-08-037 to MB-08-039 are tabled below. Reported intervals are in core lengths but are inferred to be close to true width as the holes were drilled perpendicular to the general structural trend. Readers are invited to review previously reported results for holes MB-06-001 to MB-08-036 at Marban as well as the drilling surface plan and schematic cross- section available at www.niogold.com/marban.

MARBAN MINE AREA – DRILLING RESULTS

Hole #	Line (m)	Station (m)	Az	Dip	Depth (m)	Zone / Unit	From (m)	To (m)	Core Length (m)	Grade (g/t Au)
MB-08-037	1+00W	0+00N	180°	-45°	249.0	MS	135.4	137.7	2.3	9.45
						FWZ	169.7	190.1	20.4	0.69
						including	183.7	184.8	1.1	5.55
MB-08-038	1+00W	1+50N	180°	-45°	368.0	MS	228.6	229.5	0.9	6.17
						MS	262.4	267.7	5.3	1.57
						Footwall zone	280.4	348.2	67.8	0.88
						including	293.3	297.3	4.0	7.63
						including	332.2	333.2	1.0	4.54
MB-08-039	1+00W	1+50N	180°	-63°	435.0	MS	76.0	77.2	1.2	4.02
						MS	237.8	256.6	18.8	1.48
						including	249.4	252.2	2.8	5.66
						FWZ	302.8	372.5	69.7	0.94
						including	345.9	347.0	1.1	23.40

Note: Mineralisation within the Marban Mine area is divided into several recognised structural zones or units; MS=Mine Sequence (undetermined zone), MZ=Mine Zone, HWZ=Hangingwall Zone, HWUM=Hangingwall Ultramafic Units, FWZ= Footwall Zone, GD=Granodiorite.

Quality Assurance / Quality Control and Qualified Persons

Diamond drill holes were drilled with NQ-size core in order to obtain larger sample volumes for the mineralised zones. The core was delivered by the drilling contractor to NioGold’s facilities located at the Norlartic Mine site. The core was photographed for reference, logged and mineralised sections were sawed in half. Sample lengths varied between 0.5 to 1.5 metres. The half core samples were bagged, sealed and trucked to Activation Laboratories Limited (“Actlabs”) in Ancaster, Ontario, an accredited laboratory. Samples were assayed by the fire-

assay method using an atomic absorption finish on a 50-gram pulp split.

A quality assurance and quality control program (QA/QC) was implemented by NioGold and the laboratory to insure the precision and reproducibility of the analytical method and results. The QA/QC program includes the insertion of standards and blanks in the sample batches sent to the laboratory and a systematic re-assaying of samples retuning values above 2 g/t Au. As well, 10% of the pulps are sent to Bourlamaque Assay Laboratories Ltd. in Val-d’Or for check assaying.

This news release was prepared by Rock Lefrançois, P.Geo. (OGQ), the Company’s Vice- President and Qualified Person as defined by National Instrument 43-101. The drilling is being conducted under the supervision of Yan Ducharme, M.Sc., P.Geo. (OGQ), also a Qualified Person as defined by National Instrument 43-101.

NioGold Mining Corporation — « The Golden Highway Runs Through NioGold »

NioGold Mining Corporation is a junior exploration company primarily focused on GOLD. The Company’s main properties are the Camflo West and the Marban Block located in the Malartic and Val-d’Or Mining Camps, Abitibi, Quebec, with a historic production of over 27 million ounces of gold. The camps presently encompass several active advanced exploration and mine development projects such as Canadian Malartic (Osisko Exploration), Kiena (Wesdome), Midway (Northern Star Mining), Goldex (Agnico-Eagle) and Lac Herbin (Alexis Minerals). The Marban Block encompasses three former gold producers, namely the Norlartic, Kierens (First Canadian), and Marban mines that collectively produced over 590,000 ounces of gold.

NioGold’s experienced and qualified technical team will ensure the successful advancement of the Company’s projects towards the highest quality mineral resources. NioGold invites you to visit the company website at www.niogold.com. For information on NioGold Mining Corporation contact:

Michael A. Iverson, President & CEO Rock Lefrançois, P.Geo., Vice-President

miverson(a)niogold.com

rocklefrancois(a)niogold.com

Tel: (604) 856-9887 Tel: (819) 825-7400

This Press Release includes forward-looking statements that are subject to risks and uncertainties. All statements
within, other than statements of historical fact, are to be considered forward looking. There can be no assurances that
such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such
uncertainties. The TSX Venture Exchange or the Frankfurt Stock Exchange did not approve nor do not accept
responsibility for the adequacy or accuracy of this news release.

EX-99.2

Alexandria Minerals and NioGold Mining to Enter JV on Siscoe East in Val d’Or

Toronto, July 2, 2008 – Alexandria Minerals Corporation (TSX-V: AZX; Frankfurt: A9D) and NioGold Mining Corporation (TSX-V: NOX; Frankfurt: NG1) are pleased to report that they have signed an Option/Earn-In agreement giving NioGold the right to earn 50% interest on Alexandria’s Siscoe East property in Val d’Or, Quebec.

The Siscoe East property, located between the Siscoe Mine, which produced 880,000 ounces of gold, and the Sullivan Mine (1.2 million ounces of gold produced), is comprised of 61 claims 100% owned by Alexandria and an additional 37 claims on which Alexandria has earned a 70% interest from NioGold. The claims cover a total area of 2,603 hectares and lie at the west end of the Bourlamaque Batholith, which has, together with nearby volcanic rocks, hosted numerous gold deposits, including Century Mining’s Sigma and Lamaque Mines (more than 10 million ounces produced) and Alexis Mineral’s Lac Herbin gold deposit.

The property hosts the historic underground Stabell mine shaft, from which channel samples with up to 0.450 ounces per ton (13.5 g/t Au) over 1.5 m were taken in the 1960’s. Alexandria has completed property-wide magnetic, Induced Polarization and seismic surveys, followed by a 5-hole, 2,750 m drill programme in 2006. The 2006 drilling programme, designed to test geophysical anomalies and known gold-bearing fault zones, intersected significant deformation and alteration along the K-shear zone, a notable local fault that hosted part of the gold orebody at the Siscoe Mine.

Under the terms of the agreement, which is subject to TSX approval, NioGold can earn a 50% interest in the 61 claims owned by Alexandria by: 1) issuing to Alexandria 650,000 shares from NioGold treasury stock in three tranches by June 11, 2010; and 2) completing an aggregate of $750,000 in exploration expenditures on the property by June 11, 2010. Once these earn-in terms have been completed, Alexandria and NioGold will be deemed to have formed a Joint Venture to explore and develop the Siscoe East property.

The results presented in this press release are exploratory in nature and have been reviewed by the Alexandria’s Qualified Persons, Eddy Canova, PGeo, and Dr. Eric Owens, PGeo.

Alexandria Minerals Corp. is a Toronto–based mineral exploration and development company, currently focused on the exploration for precious metals on mineral properties located in Northern Ontario and Quebec. The Company’s management has extensive global experience with small to large mining companies, from grass-roots exploration to the exploitation of mineral deposits. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

NioGold Mining Corp. is primarily focused on gold resource development in the Province of Quebec. The Company’s main projects are located in the Malartic and Val-d’Or mining camps. NioGold has an experienced and qualified technical team based in Val-d’Or that will ensure the successful advancement of the projects towards the highest quality mineral resources.

WARNING: This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of up-coming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Alexandria Minerals Corporation relies upon litigation protection for forward-looking statements.

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

PLEASE CONTACT Coal Harbor Communications Dale Paruk Tel: 1+ (877) 642-6200 info@coal-harbour.com
Alexandria Minerals Corporation Eric Owens (416) 363-9372 www.azx.ca info@azx.ca
NioGold Mining Corporation Michael Iverson (604) 856-9887 www.niogold.com miverson@niogold.com

EX-99.3

NIOGOLD MINING CORP.
INTERIM FINANCIAL STATEMENTS
MAY 31, 2008
(Unaudited)
Notice Pursuant to National Instrument 51-102

These unaudited interim financial statements have been prepared by management and approved by the Audit Committee
and Board of Directors of the Company. They have not been reviewed by an auditor.

NIOGOLD MINING CORP.

Balance Sheets

(Unaudited -- Prepared by Management)

	May 31, 2008	August 31, 2007
ASSETS
CURRENT
Cash and cash equivalents	$    4,983,479	$    8,663,870
Investments	94,715	123,500
Accounts receivable (Note 3)	248,727	190,370
Prepaid expenses and deposits (Note 10)	8,615	17,898
	5,335,536	8,995,638
EQUIPMENT (Note 4)	106,458	92,462
MINERAL PROPERTIES (Notes 5, 6, 11 and 13)	9,325,489	6,379,369
	$    14,767,483	$    15,467,469
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$           29,346	$        281,066
	29,346	281,066
COMMITMENTS (Note 5)
SHAREHOLDERS' EQUITY
SHARE CAPITAL (Notes 6, 12 and 13)	23,960,983	23,822,483
SHARE PURCHASE WARRANTS (Note 8)	787,394	836,608
CONTRIBUTED SURPLUS (Note 9)	1,367,779	1,278,683
DEFICIT	(11,378,019)	(10,751,371)
	14, 738,137	15,186, 403
	$        14,767,483	$        15,467,469

APPROVED BY THE BOARD:

"Michael Iverson"	"Toby Lim"
Michael Iverson, Director	Toby Lim, Director

NIOGOLD MINING CORP.

Statements of Operations and Deficit

(Unaudited -- Prepared by Management)

	Three Months Ended		Nine Months Ended
	May 31, 2008	May 31, 2007	May 31, 2008	May 31, 2007
EXPENSES
Amortization	$        8,423	$         2,790	$         23,534	$          20,264
Consulting (Note 10)	7,498	15,000	7,498	48,000
Investor relations	15,633	31,488	69,633	55,500
Legal and audit	15,110	13,462	83,810	74,763
Management fees (Note 10)	36,000	29,000	108,000	80,000
Share-based compensation (Note 7)	16,318	190,898	39,882	414,346
Office and administrative	20,178	20,970	52,989	36,961
Rent (Note 10)	37,535	7,287	77,785	18,827
Shareholder information	100,781	61,952	247,608	119,548
Telephone	5,919	3,607	18,516	10,012
Transfer agent and filing fees	1,644	36,665	21,666	55,704
Travel and automotive	21,874	6,898	54,964	18,529
Interest income	(14,524)	(42,847)	(215,484)	(64,995)
Unrealized loss (gain) on investments	43,309	-	36,246	-
LOSS	$      315,698	$      377,170	$        626,647	$        887,459
DEFICIT, OPENING	11,062,321	10,034,829	10,751,372	9,524,540
DEFICIT, CLOSING	$ 11,378,019	$  10,411,999	$   11,378,019	$   10,411,999
LOSS PER SHARE - basic and diluted	$            0.01	$             0.01	$              0.01	$              0.02
Weighted average number of common shares	61,543,000	45,815,000	61,263,000	37,485,000

NIOGOLD MINING CORP.

Statements of Cash Flows

(Unaudited -- Prepared by Management)

	Three Months Ended		Nine Months Ended
	May 31, 2008	May 31, 2007	May 31, 2008	May 31, 2007
CASH PROVIDED BY (USED FOR)
OPERATIONS
Loss	$    (315,698)	$    (377,170)	$    (626,647)	$    (887,459)
Items not involving cash:
Amortization	8,423	2,790	23,534	20,264
Share-based compensation	16,318	190,898	39,882	414,346
Unrealized loss (gain) on investments	43,309	-	36,246	-
Changes in non-cash working capital:
Investments	-	-	(7,462)
Accounts receivable	22,027	143,527	(58,357)	168,189
Prepaid expenses and deposits	2,973	3,450	9,283	11,654
Accounts payable and accrued liabilities	(22,782)	(100,436)	(251,720)	(207,634)
Cash provided by (used for) operations	(245,430)	(136,941)	(835,241)	(480,640)
FINANCING
Common shares subscribed for cash	-	8,987,583	-	9,536,238
	-	8,987,583	-	9,536,238
INVESTING
Mineral property expenditures	(1,262,268)	(627,587)	(2,807,620)	(1,659,831)
Equipment acquired	(5,634)	(33,216)	(37,531)	(45,718)
	(1,267,902)	(660,803)	(2,845,151)	(1,705,549)
CHANGE IN CASH AND CASH EQUIVALENTS	(1,513,332)	8,189,839	(3,680,391)	7,350,049
CASH AND CASH EQUIVALENTS, OPENING	6,496,811	1,292,399	8,663,870	2,132,189
CASH AND CASH EQUIVALENTS, CLOSING	$    4,983,479	$     9,482,238	$    4,983,479	$     9,482,238
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for Interest	$                 -	$               182	$              166	$              198
Cash paid for Income taxes	-	-	-	-

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

1.

NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the Province of British Columbia on March 30, 1988, as Penn-Gold Resources Inc. The Company’s name was changed to Moreno Ventures Inc. on April 7, 1998, and to Niogold Mining Corp. on September 25, 2003. The Company is engaged in the exploration and development of resource properties in Quebec, Canada.

During the years ended August 31, 2007 and 2006, the Company incurred significant losses. The Company receives no revenue from its mineral properties and is dependent primarily upon share offerings to support it as a going concern.

These financial statements have been prepared on a going concern basis and do not include any adjustments that might be necessary should the Company be unable to continue to realize its assets and discharge its liabilities in the normal course of business.

2.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles and are presented in Canadian dollars.

(b)

Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated at the rate in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historic rates. Revenues and expenses are translated at the average exchange rate for the period.

(c)

Risk Management

The Company generates nominal revenues and is not exposed to significant credit concentration risk. The Company is not exposed to significant interest rate risk. Because the Company's functional currency is the Canadian dollar and all current operations occur within Canada, the Company is not exposed to significant foreign exchange risk.

(d)

Financial Instruments

Effective September 1, 2006, the Company adopted, on a prospective basis, the recommendations of CICA Handbook Section 3855 “Financial Instruments” and Section 3861 “Financial Instruments -- Disclosure and Presentation”. Section 3855 recommends that financial assets and liabilities classified as held for trading be measured at fair value with gains and losses recognized in net income in the periods in which they arise. The Company classifies its investments in marketable securities as held for trading.

The Company's financial instruments consist of cash and cash equivalents, investments, accounts receivable, prepaid expenses and deposits, and accounts payable and accrued liabilities. Unless otherwise noted, the fair values of these financial instruments approximate their carrying values. The Company does not have any hedging instruments.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

2.

SIGNIFICANT ACCOUNTING POLICIES, continued

(e)

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates that affect the amounts of assets and liabilities reported in the financial statements. Those estimates also affect the disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the year. Significant estimates include the carrying value of mineral properties, the value of incentive share purchase options, and certain accrued liabilities. Actual results could differ from those estimates.

(f)

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with a maturity date of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents consist primarily of cash, term deposits and money market funds held at banks and other financial institutions.

(g)

Investments

Investments, consisting of shares in public companies, are carried at fair market value (Note 3).

(h)

Equipment and Amortization

Equipment is carried at cost less accumulated amortization. Amortization is calculated using the declining balance method at the annual rates set out below. In the year of acquisition, amortization is provided at one-half the annual rate.

Computer equipment	30 to 50%	Mining equipment	20%
Office furniture and equipment	20%	Vehicles	30%

 (i)

Mineral Properties

The Company has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. In accordance with industry practice, the recoverability of amounts shown for mineral properties and related deferred costs is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete the development of the resource, favourable future ore prices and interest rates, and upon future profitable production.

All costs directly relating to the acquisition, exploration and development of mineral properties are deferred until such time as the properties are brought into commercial production, sold or abandoned, at which time they will be amortized on a unit of production basis over the estimated useful life of the property or written off. Revenue incidental to exploration and development activities, including the proceeds on sales of partial properties, is credited against the cost of related properties. Properties that include abandoned claims are carried at the total cost of all related claims. Inactive properties are carried at cost unless there is an abandonment of the Company's interest, at which time the cost is written off.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

2. SIGNIFICANT ACCOUNTING POLICIES, continued

(i)

Mineral Properties, continued

Where the Company enters into an option agreement for the acquisition of an interest in mineral properties that provides for periodic payments, such amounts unpaid are not recorded as a liability since they are payable at the Company's discretion.

(j)

Government Grants

The Company is entitled to apply for government grants in the form of refundable tax credits and mining duties in respect of qualifying mining exploration expenses incurred in the Province of Quebec. These recoveries are accounted for using the cost reduction approach whereby amounts received or receivable are applied against the cost of related assets or expenditures.

(k)

Asset Retirement Obligations

The Company follows the recommendations of CICA Handbook Section 3110 "Asset Retirement Obligations" which requires entities to record a liability at fair value in the period in which it incurs a legal obligation associated with the retirement of an asset, including environmental and site reclamation costs. As at the date of these financial statements, the Company does not have any asset retirement obligations.

(l)

Share-Based Compensation

Effective September 1, 2004, the Company adopted, on a prospective basis, the recommendations of CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”. Section 3870 recommends fair value-based methodology for measuring all compensation costs. Under this method the fair value of share options awarded is recognized as an expense with a corresponding charge to contributed surplus.

The Company uses the Black-Scholes option pricing model to determine share-based compensation costs. This model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. Because the Company's share-based compensation options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect value estimates, amounts estimated using the Black-Scholes option pricing model may differ materially from the actual fair value of the Company's share-based compensation options.

(m)

 Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities, and are measured using the tax rates expected to apply when these differences reverse. A valuation allowance is recorded against any potential future income tax asset if it is more likely than not that the asset will not be realized. As at the date of these financial statements, the Company does not meet the criteria for recognition of future income tax assets and, consequently, a full valuation allowance has been recorded.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

2.

SIGNIFICANT ACCOUNTING POLICIES, continued

(n)

Flow-Through Shares

The Company finances a portion of its exploration activities through the issuance of flow-through shares, which transfer the tax deductibility of qualifying exploration expenditures to the investor in accordance with income tax legislation.

Effective September 1, 2004, the Company adopted the recommendations of CICA EIC-146 "Flow-through Shares". Under EIC-146 future income tax liabilities resulting from the renunciation of exploration expenditures are recorded as a reduction in share capital in the period of renunciation, and any corresponding realization of future income tax assets resulting from the utilization of prior year losses is reflected in income as a recovery of future income taxes.

The renunciation of exploration expenditures represents a reduction in deductible temporary differences between the financial reporting and tax basis of the Company's mineral properties. The Company's deductible temporary differences are not expected to reverse in the foreseeable future and, therefore, the renunciation of exploration expenditures is not expected to result in a future income tax liability. Accordingly, the Company has not recorded a reduction in share capital nor the realization of a future tax asset as contemplated by EIC-146.

(o)

Income (Loss) Per Share

Basic income (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The calculation of diluted income (loss) per share uses a weighted average number of shares that includes additional shares from the assumed exercise of warrants and options, if dilutive.

(p)

Comparative Figures

Certain comparative figures have been reclassified to conform with the current year’s presentation.

3.

ACCOUNTS RECEIVABLE

	May 31, 2008	August 31, 2007
Goods and services taxes	$     238,727	$     171,941
Accrued interest	10,000	18,429
	$     248,727	$     190,370

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

4.

EQUIPMENT

	Cost	Accumulated Amortization	Net Book Value
Computer equipment	$     81,229	$     51,546	$     29,682
Mining equipment	22,585	7,604	14,981
Office furniture and equipment	66,529	29,455	37,074
Vehicles	59,575	34,854	24,721
May 31, 2008	$   229,918	$   123,459	$   106,458

	Cost	Accumulated Amortization	Net Book Value
Computer equipment	$     71,931	$     41,900	$     30,031
Mining equipment	22,585	4,958	17,627
Office furniture and equipment	38,297	25,399	12,898
Vehicles	59,297	27,669	31,906
August 31, 2007	$   192,388	$    99,926	$    92,462

5.

MINERAL PROPERTIES

(a)

Malartic, Fournière and Cadillac Townships, Quebec

Marban Block

On February 3, 2006, the Company entered into an option agreement to acquire a 100% interest in three contiguous mineral properties known as the Marban, First Canadian, and Norlartic properties, located near Val-d'Or, Quebec. The Company paid $200,000 and issued 500,000 common shares upon signing of the agreement. Under the terms of the option agreement, the Company can earn a 100% interest in the properties by paying an additional $200,000, issuing a further 500,000 common shares and incurring at least $2,500,000 of exploration and development expenses within three years. The Marban claims are subject to net smelter royalties totaling 2 to 2.5 percent depending on the price of gold. The First Canadian claims are subject to a 10% net profits interest. The vendor retains a 0.5% net smelter royalty on th e Marban claims, a 1% net smelter royalty on the First Canadian claims, and a 2% net smelter royalty on the Norlartic claims.

Gold Hawk Claims

On February 16, 2006, the Company entered into an option agreement to acquire a 100% interest in certain mineral properties, located near Malartic, Quebec, known as the Gold Hawk claims. The Company paid $20,000 cash and issued 200,000 common shares upon signing of the agreement and can earn a 100% interest in the claims by paying an additional $30,000 (paid) and issuing a further 200,000 shares (issued) within two years, and incurring at least $250,000 of exploration and development expenses within three years. The vendor retains a 2% net smelter

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(a)

Malartic, Fournière and Cadillac Townships, Quebec, continued

Camflo West Block

On October 27, 2004, the Company acquired a 100% interest in the 2M/5M property in the Malartic Gold Camp, consisting of 57 mineral claims covering 2,137 hectares in Malartic Township, Quebec for $7,000 cash. The claims are subject to net smelter return royalties in favour of various third parties, ranging from 2% to 3% on 49 of the 57 claims.

On March 24, 2005, the Company entered into an agreement to acquire a further six mining claims covering 160 hectares in Malartic Township, Quebec, for 400,000 common shares (issued). The claims are subject to a 1.5% net smelter return royalty.

On June 20, 2005, the Company entered into an agreement to acquire a 100% interest in nine mining claims located in Malartic Township, Quebec, for consideration of 200,000 common shares (issued), subject to a 1.5% net smelter return royalty.

On July 15, 2005, the Company entered into an agreement to acquire a 100% interest in a further 13 mining claims covering 230.2 hectares in Malartic and Fournière Townships, Quebec, for consideration of $15,000 cash (paid), subject to a 3% net smelter return royalty.

On October 25, 2005, the Company entered into an agreement to acquire a 100% interest in 16 contiguous mining claims covering 682.37 hectares in Malartic Township, Quebec, for 150,000 common shares (issued). The claims are subject to a 1 % net smelter return royalty.

Malartic Hygrade

On January 26, 2007, the Company entered into an option agreement to acquire a 50% interest in three claims covering 106 hectares in Malartic Township. The claims are contiguous with the Camflo West and Marban claim blocks. Under the terms of the option agreement, the Company can earn a 50% interest in the claims by paying $10,000 (paid) and issuing 200,000 common shares to the vendor (issued) and incurring $100,000 of exploration and development expenses on the claims within two years. The claims are subject to a 2% net smelter royalty.

Heva Property

The Heva Property consists of two separate claim blocks located in Malartic and Cadillac Townships, Abitibi County, Quebec, for a total 32 mining claims covering 1,300 hectares. The property was initially put together by the map designation of 22 mining claims covering 961 hectares.

On January 31, 2008, the Company entered into an agreement to acquire ten additional mineral properties covering 339 hectares located in Malartic Township, Quebec. The Company paid $10,000 and issuing 100,000 common shares upon signing of the agreement and can acquire a 100% interest in the claims by paying a further $10,000 and issuing a further 100,000 common shares on or before the first anniversary of the agreement. The vendor retains a 1.5% net smelter royalty.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(b)

Pump Lake Project, Le Sueur Controlled Zone, Quebec

On February 16, 2007, the Company announced that it had entered into an option agreement to acquire a 100% interest in 146 mining claims covering 8,500 hectares located 200 kilometres southeast of Val-d'Or, Quebec. The project has been named Pump Lake. On March 2, 2007, the Company paid registration fees to designate an additional 38 claims under the vendor's ownership thus increasing the size of property to 184 claims covering 10,700 hectares. Under the terms of the option agreement, the Company can earn a 100% interest in the claims over a three-year period by paying a total of $100,000 ($25,000 paid to May 31, 2008) and issuing a total of 500,000 common shares to the vendor (250,000 issued to May 31, 2008), and incurring $500,000 of exploration expenses. The vendor retains a 2% net sme lter royalty.

The Company map designated an additional 125 mining claims during the months of November and December, 2008. The Pump Lake property presently consists of 309 claims covering 17,046 hectares.

(c)

Blondeau and Guillet Townships, Quebec

The Company owns a 100% interest in 155 mineral claims located in Blondeau Township, Quebec. Thirty-eight of these claims are subject to a 2% net smelter return royalty, while the other 117 claims are subject to a 1% net smelter return royalty.

On June 20, 2006, the Company entered into an option agreement with SearchGold Resources Inc. Under the terms of the agreement, SearchGold may acquire a 70% interest in the Blondeau Property by paying $50,000 (received) and issuing 750,000 shares to the Company (received), and by incurring $620,000 of exploration expenditures on the property over three years.

(d)

Le Tac Township, Quebec

On January 27, 2003, the Company announced that it had staked and received confirmation for a single block of 9 contiguous mineral claims referred to as the Lichen-Le Tac Property, located in the Le Tac Township of Quebec. During the year ended August 31, 2004, the Company staked an additional 7 claims adjacent to the original block. The claims are 100% owned by the Company.

(e)

Montviel Township and Goeland-Waswanipi Region, Quebec

On December 13, 2002, the Company entered into an option agreement to acquire a 100% undivided interest in certain mineral claims located in Quebec and known as the Montviel Carbonatite and the Goeland-Waswanipi Project and on July 9, 2003, the Company issued 700,000 common shares to acquire a 40% interest in the properties. Under the terms of the option agreement, the Company conducted a total of $250,000 in exploration and maintenance on the properties and issued an aggregate of 900,000 common shares to the vendor over a two- year period thereby increasing its interest in the properties to 100%. During the year ended August 31, 2006, the Company decided not to renew the cells making up the Goeland-Waswanipi claim blocks and the cost of these properties was written off.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(f)

Vassan Township, Quebec

During the year ended August 31, 2005, the Company purchased a block of 19 contiguous mineral claims covering 301 hectares in Vassan Township, Quebec for $1,000 cash and acquired 6 additional claims by designation. During the year ended August 31, 2006, the Company acquired a further 5 claims by designation.

On September 29, 2006, the Company entered into an option agreement with Alexandria Minerals Corporation under the terms of which Alexandria acquired a 70% interest in the Vassan Property by issuing 100,000 shares to the Company and incurring $65,000 of exploration expenditures on the property -- see Note 13.

(f)

Mineral Property Acquisition and Deferred Exploration Costs

	Period Ended May 31, 2008	Year Ended August 31, 2007
Marban, First Canadian, Norlartic and Gold Hawk Properties, Malartic Township, Quebec
Acquisition costs, opening	$  477,193	$   463,370
Option payments – cash	30,000	-
Option payments – 200,000 at $0.28	56,000	-
Filing fees and staking	3,799	13,823
Acquisition costs, closing	566,992	477,193
Exploration costs, opening	2,719,100	616,028
Trenching, sampling and linecutting	2,355	37,377
Engineering and geological reports	12,580	24,695
Geological	582,489	938,673
Drilling	1,570,510	1,079,877
Geophysical	2,450	22,450
Exploration costs, closing	4,889,484	2,719,100
	5,456,476	3,196,293
Camflo West and Malartic Hygrade Properties, Malartic and Fournière Townships, Quebec
Acquisition costs, opening	293,331	203,139
Option payments – cash	-	10,000
Option payments – 200,000 shares at $0.37	-	74,000
Filing fees and staking	3,751	6,192
Acquisition costs, closing	297,082	293,331

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(g)

Mineral Property Acquisition and Deferred Exploration Costs, continued

	Period Ended May 31, 2008	Year Ended August 31, 2007
Camflo West and Malartic Hygrade Properties, continued
Exploration costs, opening	$    853,417	$    818,018
Trenching, sampling and linecutting	4,104	-
Engineering and geological reports	590	12,000
Geological	130,108	16,649
Drilling	211,560	-
Geophysical	1,050	6,750
Exploration costs, closing	1,200,827	853,417
	1,497,910	1,146,748
Heva Property, Malartic and Cadillac Townships, Quebec
Acquisition costs, opening	-	-
Option payments – cash	10,000	-
Option payments – 100,000 shares at $0.225	22,500	-
Filing fees and staking	1,068	-
Acquisition costs, closing	33,568	-
Exploration costs, opening	-	-
Geological	2,513	-
Exploration costs, closing	2,513	-
	36,080	-
Boyvinet Township, Quebec
Acquisition costs, opening	13,090	12,670
Filing fees and staking	67	420
Acquisition costs, closing	13,157	13,090
Exploration costs, opening	96,396	95,821
Geological	-	575
Exploration costs, closing	96,396	96,396
	109,553	109,486

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(g)

Mineral Property Acquisition and Deferred Exploration Costs, continued

	Period Ended May 31, 2008	Year Ended August 31, 2007
Pump Lake Project, Quebec
Acquisition costs, opening	$     76,802	$              -
Option payments – cash	25,000	-
Option payments – shares at $0.40	60,000	40,000
Cash payment	-	25,000
Filing fees and staking	4,198	11,802
Acquisition costs, closing	166,000	76,802
Exploration costs, opening	358,487	-
Trenching, sampling and linecutting	70,487	30,894
Engineering and geological reports	4,319	24,125
Geological	63,415	144,600
Drilling	64,325	-
Geophysical	4,895	158,868
Exploration costs, closing	565,929	358,487
	731,928	435,289
Blondeau and Guillet Townships, Quebec
Acquisition costs, opening	168,448	226,156
Option payments received	-	(62,500)
Filing fees and staking	350	4,792
Acquisition costs, closing	168,798	168,448
Exploration costs, opening	252,078	252,055
Geological	-	23
Exploration costs, closing	252,078	252,078
	420,876	420,526
Le Tac Township, Quebec
Acquisition costs, opening	10,157	9,481
Filing fees and staking	821	676
Acquisition costs, closing	10,978	10,157
Exploration costs, opening	511,249	510,476
Geological	-	773
Exploration costs, closing	511,249	511,249
	522,226	521,406

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

5.

MINERAL PROPERTIES, continued

(g)

Mineral Property Acquisition and Deferred Exploration Costs, continued

	Period Ended May 31, 2008	Year Ended August 31, 2007
Montviel Township, Quebec
Acquisition costs, opening	$    464,017	$    459,681
Filing fees and staking	640	4,336
Acquisition costs, closing	464,657	464,017
Exploration costs, opening	329,098	329,098
Exploration costs	-	-
Exploration costs, closing	329,098	329,098
	793,755	793,115
Vassan Township, Quebec
Acquisition costs, opening	(13,321)	7,750
Option payments received	-	(23,000)
Filing fees and staking	178	1,929
Acquisition costs, closing	(13,143)	(13,321)
Exploration costs, opening	9,950	7,559
Geological	-	2,391
Exploration costs, closing	9,950	9,950
	(3,193)	(3,371)
Government grants	(240,121)	(240,121)
	$  9,325,489	$  6,379,369

(h)

Government Grants

The Company applies for refundable tax credits and mining duties in respect of qualifying mining exploration expenses incurred. No amount has been accrued for the year ended August 31, 2007, because the Company renounced all of its qualifying expenditures in favour of flow-through share subscribers.

(i)

Flow-Through Share Obligations

As at May 31, 2008, the Company had fulfilled its obligations to incur eligible Canadian Exploration Expenses prior to December 31, 2008, in order to satisfy the terms of flow-through share purchase agreements.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

6.

SHARE CAPITAL

(a)

Authorized Share Capital

Unlimited number of common shares, without par value

Unlimited number of preferred shares

(b)

Common Shares Issued and Fully Paid

	Nine Months Ended May 31, 2008			Year Ended August 31, 2007
	Shares	Dollars	Shares		Dollars
Balance, Opening	61,092,089	$  23,822,483	32,885,123		$  13,922,778
For cash at $0.25, net of finders fees	-	-	1,000,000		229,900
Warrants valuation	-	-	-		(43,554)
For cash at $0.35	-	-	2,285,714		800,000
For cash at $0.45 and $0.35	-	-	17,523,000		6,799,750
Warrants valuation	-	-	-		(775,736)
Commissions	-	-	1,004,030		(124,572)
Offering costs	-	-	-		(130,489)
For cash at $0.45	-	-	237,222		106,750
Warrants valuation	-	-	-		(11,659)
For mineral properties at $0.37	-	-	200,000		74,000
For mineral properties at $0.40	-	-	100,000		40,000
For mineral properties at $0.225	100,000	22,500	-		-
For mineral properties at $0.40	150,000	60,000	-		-
For mineral properties at $0.28	200,000	56,000	-		-
Options exercised @ $0.30	-	-	200,000		60,000
Options exercised @ $0.31	-	-	20,000		6,200
Options exercised @ $0.41	-	-	10,000		4,100
Options valuation - exercised	-	-	-		41,438
Warrants exercised @ $0.30	-	-	840,000		252,000
Warrants exercised @ $0.35	-	-	4,787,000		1,675,450
Warrants valuation - exercised	-	-	-		896,128
Balance, Closing	61,542,089	$  23,960,983	61,092,089		$  23,822,483

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

6.

SHARE CAPITAL, continued

(c)

Changes in Issued Common Shares

Flow-Through Private Placement at $0.25

On December 31, 2006, the Company closed a non-brokered private placement of 1,000,000 flow-through units at a price of $0.25 per unit for gross proceeds of $250,000. Each unit consisted of one flow-through common share and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to acquire one ordinary common share at a price of $0.35 for a period of twelve months after closing.

Non-Brokered Private Placement at $0.35

On April 17, 2007, the Company closed a non-brokered private placement consisting of 2,285,714 units at a price of $0.35 for gross proceeds on $800,000. Each unit was priced at $0.35 and consisted of one common share and one- half of one transferable common share purchase warrant. Each full warrant entitles the holder to purchase one additional common share of the Company at a price of $0.70 for a period of eighteen months from closing.

Brokered Private Placement at $0.45 and $0.35

On April 25, 2007, the Company closed a brokered private placement of 6,667,000 flow-through units and 10,856,000 ordinary units. Each flow-through unit was priced at $0.45 and consisted of one flow-through common share and one-half of one transferable common share purchase warrant. Each ordinary unit was priced at $0.35 and consisted of one ordinary common share and one-half of one transferable common share purchase warrant. Each full warrant attached to the flow-through and ordinary units entitles the holder to purchase one additional ordinary common share of the Company at a price of $0.70 for a period of eighteen months from closing.

The Agents received a commission equal to 7% of the gross proceeds of the brokered offering, paid in a combination of $124,572 cash and 1,004,030 ordinary units at a deemed price of $0.35 per unit. The agents were further granted 1,752,300 compensation options each entitling the holder to purchase a common share at $0.45 for a period of eighteen months from closing.

Non-Brokered Private Placement

On June 28, 2007, the Company closed a non-brokered private placement consisting of 237,222 flow-through units at a price of $0.45 for gross proceeds of $106,750. Each unit consisted of one flow-through common share and one-half of one ordinary common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.70 for a period of eighteen months from closing.

Shares Issued for Mineral Properties

On February 12, 2007, the Company issued 200,000 common shares in connection with the acquisition of claims located in Malartic Township, Quebec (Note 5(b)).

On March 22, 2007, the Company issued 100,000 common shares in connection with the acquisition of the Pump Lake claims, Quebec (Note 5(e)).

On February 13, 2008, the Company issued 100,000 common shares in connection with the acquisition of Heva Property claims, Quebec (Note 5(b)).

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

 May 31, 2008

6.

 SHARE CAPITAL, continued

(c)

Changes in Issued Common Shares, continued

Shares Issued for Mineral Properties, continued

On February 15, 2008, the Company issued 150,000 common shares in connection with the acquisition of the Pump Lake claims, Quebec (Note 5(e)).

On February 20, 2008, the Company issued 200,000 common shares in connection with the acquisition of the Gold Hawk claims, Quebec (Note 5(b)).

(d)

Escrow Shares

Included in issued share capital are 17,307 common shares held in escrow subject to the consent of regulatory authorities for transfers within escrow. The release of these shares from escrow is governed by a formula set by the TSX Venture Exchange.

(e)

Preferred Shares

As at May 31, 2008, no preferred shares had been issued by the Company.

7.

SHARE PURCHASE OPTIONS

(a)

Incentive Share Option Plan

The Company has an incentive share option plan whereby it may grant common share purchase options to its directors, officers, employees and consultants. The exercise price of each option is equal to the market price on the date of the grant. The share purchase options are for a maximum term of five years and, unless otherwise noted, vest when granted.

(b)

Changes in Outstanding Options

The following table summarizes changes in outstanding director and employee options:

	Number  of shares	Weighted average exercise price
Balance, August 31, 2006	1,830,000	$   0.30
Granted	2,345,000	0.38
Exercised	(230,000)	0.31
Balance, August 31, 2007	3,945,000	0.35
Cancelled	(540,000)	0.41
Granted	275,000	0.22
Balance, May 31, 2008	3,680,000	$   0.33

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

7.

SHARE PURCHASE OPTIONS, continued

(c)

Options Outstanding at End of Period

The following director and employee options were outstanding at the end of the period:

	Number outstanding	Number exercisable	Estimated Value
Exercisable at $0.30 until October 31, 2008	300,000	300,000	$              -
Exercisable at $0.30 until February 21, 2010	400,000	400,000	64,024
Exercisable at $0.30 until April 25, 2010	125,000	125,000	19,894
Exercisable at $0.30 until February 16, 2011	300,000	300,000	49,545
Exercisable at $0.30 until March 14, 2011	225,000	225,000	44,812
Exercisable at $0.31 until May 19, 2011	160,000	160,000	34,929
Exercisable at $0.28 until December 12, 2011	430,000	430,000	74,840
Exercisable at $0.35 until January 17, 2012	175,000	175,000	45,717
Exercisable at $0.47 until February 6, 2012	100,000	100,000	31,003
Exercisable at $0.38 until February 19, 2012	250,000	250,000	71,888
Exercisable at $0.41 until May 3, 2012	20,000	20,000	5,509
Exercisable at $0.364 until May 18, 2012	200,000	200,000	55,020
Exercisable at $0.435 until August 8, 2012	720,000	720,000	205,644
Exercisable at $0.22 until January 23, 2013	50,000	50,000	7,215
Exercisable at $0.25 until February 20, 2013	100,000	100,000	16,349
Exercisable at $0.20 until April 1, 2013	125,000	125,000	16,318
Balance, May 31, 2008	3,680,000	3,680,000	$     742,707

(d)

Share-Based Compensation

Share-based compensation charges associated with the granting of options to directors and employees have been determined using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2008	2007
Expected share price volatility	79.5%	86.1%
Expected risk-free interest rate	3.0%	4.4%
Expected dividend yield	0.0%	0.0%
Expected life of options, in years	5.0	5.0

(e)

Agent's Compensation Options

As at May 31, 2008, there were 1,752,300 agent's compensation options outstanding, exercisable at a price of $0.45 per share until October 24, 2008.

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management) May 31, 2008

8.

SHARE PURCHASE WARRANTS

(a)

Changes in Outstanding Warrants

The following table summarizes changes in outstanding common share purchase warrants:

	Number of shares	Weighted average exercise price
Balance, August 31, 2006	7,480,850	$  0.34
Exercised	(5,627,000)	0.35
Expired	(1,715,050)	0.40
Issued with private placement	500,000	0.35
Issued with private placements	11,027,017	0.70
Balance, August 31, 2007	11,665,817	0.67
Expired	(638,800)	0.31
Balance, May 31, 2008	11,027,017	$0.69

(b)

Common Share Purchase Warrants Outstanding

The following common share purchase warrants were outstanding at the end of the period:

	Number of shares	Estimated Value
Exercisable at $0.70 until October 17, 2008	1,644,871	$   115,212
Exercisable at $0.70 until October 24, 2008	9,263,535	660,523
Exercisable at $0.70 until December 27, 2008	118,611	11,659
Balance, May 31, 2008	11,027,017	$   787,394

(c)

Valuation of Common Share Purchase Warrants

The estimated value of common share purchase warrants has been determined using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2008	2007
Expected share price volatility	-	81.6%
Expected risk-free interest rate	-	4.3%
Expected dividend yield	-	0.0%
Expected life of warrants, in years	-	1.5

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

May 31, 2008

9.

CONTRIBUTED SURPLUS

	Period Ended May 31, 2008	Year Ended August 31, 2007
Balance, Opening	$   1,278,683	$     447,961
Share purchase options awarded	39,882	619,990
Share purchase options exercised	-	(41,438)
Expired share purchase warrants	49,214	252,170
Balance, Closing	$   1,367,779	$  1,278,683

10.

RELATED PARTY TRANSACTIONS

	2008	2007
(a)   Transactions During the Period
Deferred exploration costs -- salary paid or payable to a director and officer of the Company	$    108,000	$      80,000
Management and consulting fees paid or payable to companies controlled by directors and officers of the Company	$    108,000	$    131,000
Office rent paid to a company controlled by a director of the Company (b)   Balances at Period-End	$        4,500	$        4,500
Amount included in prepaid expenses and deposits owed to the
Company by a director of the Company	$              -	$        2,526

11.

INCOME TAXES

(a)

Income Tax Provision

The provision for income taxes differs from the amount imputed by applying combined federal and provincial corporate income tax rates to the Company's before-tax loss. The components of these differences are as follows:

	2008	2007
Income (loss) before income taxes Corporate income tax rate	$      (626,647) 32.02%	$      (887,459) 32.02%
Imputed income tax expense (recovery)	(200,652)	(284,164)
Increase (decrease) resulting from:
Non-deductible expenses	31,912	139,162
Amortization of share issuance costs	(40,743)	(27,527)
Valuation allowance	209,484	172,530
Provision for (recovery of) future income taxes	$                  -	$                   -

NIOGOLD MINING CORP.

Notes to the Financial Statements

(Unaudited -- Prepared by Management)

 May 31, 2008

11.

INCOME TAXES, continued

(b)

Expiry of Non-Capital Losses

The Company has approximately $2,840,000 of non-capital losses which may be applied against taxable income of future years expiring as follows:

2008	$    110,000
2009	180,000
2010	200,000
2014	360,000
2015	560,000
2026	600,000
2027	830,000

12.

SUPPLEMENTARY DISCLOSURE OF NON-CASH TRANSACTIONS

	2008	2007
During the period the following non-cash transactions took place:
Shares issued for the acquisition of mineral properties	$    138,500	$   144,000
Shares received pursuant to mineral property option agreements	$                -	$     23,000

13.

 SUBSEQUENT EVENT

On July 2, 2008, the Company announced that it had signed an option/earn-in agreement with Alexandria Minerals Corporation giving Niogold the right to earn a 50% interest in Alexandria's Siscoe East property in Val-d'Or, Quebec. The Siscoe East property is comprised of 61 claims 100% owned by Alexandria and an additional 37 claims on which Alexandria has earned a 70% interest from Niogold (Note 5(f)). Under the terms of the agreement Niogold can earn a 50% interest in the 61 claims owned by Alexandria by issuing to Alexandria 650,000 common shares in three tranches, and completing an aggregate of $750,000 in exploration expenditures on the property by June 11, 2010. Once these earn-in terms have been completed, Alexandria and Niogold will be deemed to have formed a joint venture to explore and develop the Siscoe East property. On July 10, 2008, Niogold issued 250,000 common shares to Alexandria.

EX-99.4

NIOGOLD MINING CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS
Quarter Ended May 31, 2008

This Management’s Discussion and Analysis (“MD&A”) supplements the unaudited interim financial statements of Niogold Mining Corp. (“the Company”) for the quarter ended May 31, 2008 (the "Current Period") and compares the financial results for the Current Period to those of the quarter ended May 31, 2007 (the "Comparative Period"), and the Company's financial condition as at May 31, 2008 to that at August 31, 2007.

The following information, prepared as of July 18, 2008, should be read in conjunction with the May 31, 2008 audited financial statements.

The Company’s financial statements are prepared in accordance with Canadian generally accepted accounting principals. All amounts are expressed in Canadian Dollars.

Historical results of operations, percentage relationships and any trends that may be inferred from the following discussion and analysis are not necessarily indicative of the operating results for any future period.

Business of the Company

The Company is engaged in mineral property exploration in the Province of Quebec.

The Company has assembled a diversified property portfolio that shows potential for gold, diamonds, niobium, and rare earth elements as well as nickel, copper, cobalt and phosphorus.

Discussion of Financial Condition and Results of Operations

Financial Condition

As at May 31, 2008, the Company had $5,335,536 of current assets and $29,346 of current liabilities, resulting in working capital of $5,306,190. This compares to working capital of $8,714,572 as at August 31, 2007. This decline in the Company’s working capital position was primarily the result of exploration expenditures in the current year – see "Mineral Property Expenditures” below.

The Company's mineral properties had a book value for accounting purposes of $9,325,489 at the end of the Current Period, compared to $6,379,369 as at August 31, 2007. There were no write-downs or write- offs of mineral properties during the Current Period or the Comparative Period.

Private Placement Financings

During the Current Period the Company did not conduct any equity financings, nor did it receive any funds from the exercise of share purchase warrants or options.

Results of Operations

The Company incurred a net loss of $315,698 or $0.005 per share in the Current Period after a charge of $16,318 for share-based compensation and an unrealized loss on investments of $43,309. The loss before share-based compensation and unrealized loss on investments was $256,071 or $0.004 per share. These figures compare with a net loss of $377,170 or $0.008 per share in the Comparative Period and $186,272 or $0.004 per share before share-based compensation. There was no unrealized gain on investments in the Comparative Period.

Operations for the Current Period generated no revenue. Expenses for the Current Period consisted primarily of shareholder information, rent, management fees, and other administrative expenses. There were no extraordinary items charged to income

During the Current Period, the Company spent $1,262,268 on mineral property exploration – for additional details see "Mineral Property Expenditures" below. This compares with $627,587 spent on mineral property exploration in the Comparative Period.

Mineral Property Expenditures

Marban, First Canadian, Norlartic and Gold Hawk Properties – $997,995

The Company continued work on the 2008 drilling program with a total of 9,167 metres completed during the Current Period, for a total of 12,069 metres since the program began in January. At the end of the Current Period a total of 34 holes had been completed and 2 holes were in progress.

The 2008 drilling program has been designed to investigate two sectors in the Marban Mine area: the West Extension target and the Wedge Zone. Two drill rigs are in operation with one assigned to each sector. Holes are being drilled at 50-metre spacing in order to provide sufficient data to conduct a first resource estimate on the mineralized zones.

Assay results received in the Current Period for the Marban Mine area show best intervals of 23.4 g/t Au over 1.1 metres, 9.45 g/t Au over 2.3 metres, and 7.45 g/t Au over 1.1 metres.

In order to fully comply with NI 43-101 guidelines, the Company has established a quality assurance and quality control regime to insure the precision and reproducibility of assay results. Standards are inserted every 20 samples, and blank samples are inserted at the beginning and end of the main mineralised z ones.

During the Current Period the Company completed approximately 6 kilometres of line-cutting to facilitate the spotting of future drill holes.

A sample of water from the flooded Marban mine shaft was analyzed and found to contain no metals, minerals or elements considered damaging to the environment. The Company is pumping water from the mine for use in drilling operations.

A National Instrument 43-101 compliant resource estimate is being prepared by Golder Associates of Val- d’Or, Quebec. Resources will be estimated using three cut-off grades: 1.0 g/t, 2.5 g/t and 4.0 g/t Au.

During the Current Period, Technologies EarthMetrix Inc. was contracted to complete a structural study covering the Marban Block, Malartic Hygrade, Camflo West and Héva properties. A first-pass regional study was completed at a scale of 1:20,000 covering all of the properties. A detailed study covering the Marban Block, Malartic Hygrade and Camflo West properties was completed at a scale of 1:5,000. A detailed study of the Héva property at a scale of 1:5,000 remains to be completed.

During the Current Period the 2006 diamond drilling program report on the Marban Block properties was submitted for assessment credits. A report on the 2006 airborne magnetic survey was also submitted for assessment credits.

Camflo West and Malartic Hygrade Project – $243,626

At the end of February drill rods in hole MH-08-005 on the Malartic Hygrade property were stuck at 1,145 metres. During the Current Period the rods were jarred loose, a wedge was installed at 876 metres and drilling continued until the targeted shear zone had been traversed at a depth of 1,267 metres.

The compilation of historic mine, drill hole and geological data relating to the Malartic Hygrade property and neighboring ground was completed in May. Digitization and merging of surface plans was done by Tech2Mine of Val-d’Or, Quebec and delivered to Niogold. The digitization of mine stopes of the Malartic Hygrade mine and Orion No. 8 zone is in progress.

During the Current Period the gravel road connecting the Norlartic and Kierens mine sites to the Malartic Hygrade mine was washed out. A consultant was contracted to obtain permits and to clean out culverts and fill the breached area with gravel.

During the Current Period a mechanical stripping program was commenced on the Camflo West property with two strip zones completed for a total length of approximately 2.8 kilometres. Surveying, detailed

mapping and sawed channel sampling was conducted and 261 samples were sent for gold, platinum and multi-element assay analysis. Assay results showed a best interval of 3.32 g/t Au over 1.9 metres, including 5.37 g/t Au over 1.0 metre.

During the Current Period, a consulting firm was contracted to complete a structural study covering the Marban Block, Malartic Hygrade, Camflo West and Héva properties – see “Marban, First Canadian, Norlartic and Gold Hawk Properties” above. A first-pass regional study was completed at a scale of 1:20,000 covering all of the properties. A detailed study covering the Marban Block, Malartic Hygrade and Camflo West properties was also completed at a scale of 1:5,000.

During the Current Period the 2006 diamond drilling program report and a report on the 2006 airborne magnetic survey were submitted for assessment credits. The Company also attended to the filing of claim renewals.

Héva Property – $3,580

On January 31, 2008, the Company entered into an agreement to acquire ten mineral properties covering 339 hectares located in Malartic Township, Quebec, contiguous with the Company’s Héva claims. The Company paid $10,000 and issuing 100,000 common shares upon signing of the agreement and can acquire a 100% interest in the claims by paying a further $10,000 and issuing a further 100,000 common shares on or before the first anniversary of the agreement. The vendor retains a 1.5% net smelter royalty.

During the Current Period, a consulting firm was contracted to complete a structural study covering the Marban Block, Malartic Hygrade, Camflo West and Héva properties – see “Marban, First Canadian, Norlartic and Gold Hawk Properties” above. A first-pass regional study was completed at a scale of 1:20,000 covering all of the properties. A detailed study of the Héva property at a scale of 1:5,000 remains to be completed.

Pump Lake Project – $16,791

During the Current Period the Company resumed trenching and mechanical stripping operations that had been started in the fall. Approximately 1.6 kilometres of trenching was completed. The strip zones and trenches were mapped and channel sampled.

During the Current Period 20 claims designated by Ressources Maxima were added to the property. The property now consists of 329 claims covering an area of 18,117 hectares.

Blondeau-Guillet Project – $125

This property is under option to SearchGold Resources Inc. Under the terms of the option agreement dated June 20, 2006, SearchGold may earn a 70% interest in the Blondeau- Guillet property by paying $50,000 (paid), issuing 750,000 shares (received) and incurring $620,000 in exploration expenditures over 3 years.

Le Tac Project – $nil

There was no exploration activity on this property during the Current Period.

Montviel Carbonatite Project – $150

There was no exploration activity on this property during the Current Period.

Vassan Project – $nil

Under the terms of an option agreement dated September 29, 2006, Alexandria Minerals Corporation acquired a 70% interest in the Vassan Property by issuing 100,000 shares to the Company and incurring $65,000 of exploration expenditures on the property – see “Subsequent Events” below.

There was no exploration activity on this property during the Current Period

Boyvinet Project – $nil

There was no exploration activity on this property during the Current Period.

Property Acquisitions and Dispositions

During the Current Period the Company did not acquire or dispose of any mineral properties – see “Subsequent Events” below.

Other Financial Information

Selected Annual Information

The following table provides selected financial information for each of the three most recently completed financial years.

	August 31, 2007 $	August 31, 2006 $	August 31, 2005 $
Total Revenue	-	-	-
Loss Before Extraordinary Items - Total - Per share (1) (2)	(1,226,831) (0.03)	(834,209) (0.04)	(751,602) (0.06)
Loss - Total - Per share (1) (2)	(1,226,831) (0.03)	(834,209) (0.04)	(751,602) (0.06)
Total Assets	15,467,469	6,310,356	2,746,644
Total Long Term Liabilities	-	-	-
Cash Dividends Declared - - Per common share	-	-	-

(1)

Basic loss per share is calculated using the weighted average number of common shares outstanding during the period.

(2)

Fully diluted loss per share is not presented because the exercise of options and warrants would not be dilutive.

Summary of Quarterly Results

The following table provides selected financial information for the eight most recently-completed fiscal quarters.

	Third Quarter Ended May 31,	Second Quarter Ended Feb 29,	First Quarter Ended Nov 30,	Fourth Quarter Ended Aug 31,	Third Quarter Ended May 31,	Second Quarter Ended Feb 28,	First Quarter Ended Nov 30,	Fourth Quarter Ended Aug 31,
	2008	2008	2007	2007	2007	2007	2006	2006
	$	$	$	$	$	$	$	$
Total
Revenue	-	-	-	-	-	-	-	-
Loss
- Total	315,698	192,793	118,156	339,372	377,170	391,717	118,572	379,792
- Per Share	0.01	0.00	0.00	0.01	0.01	0.01	0.00	0.01

Changes in Accounting Policies

There were no changes to the Company’s accounting policies during the Current Period, nor are there any proposed changes to the Company's accounting policies.

Related Party Transactions

The following table summarizes transactions between the Company and related parties.

	2008 $	2007 $
Transactions During the Quarter
Deferred exploration costs – salary paid or payable to a director and officer of the Company.	108,000	51,000
Consulting fees paid or payable to directors and officers of the Company.	-	36,000
Management fees paid or payable to a company controlled by a director and officer of the Company.	108,000	51,000
Office rent paid to companies controlled by directors of the Company.	4,500	3,000
Balances at end of Quarter
Amount included in prepaid expenses owed to the Company by a director of the Company.	-	2,526

Liquidity and Capital Resources

The Company has met all cash requirements for its operations through funds previously raised through completed equity financings. Future funding needs of the Company will be dependent upon the Company’s continued ability to obtain equity and/or debt financing to continue exploration activities and to otherwise meet its financial obligations as they become due.

At the present time, Management feels that the Company has adequate cash resources to satisfy its exploration activities in the near future.

In the future, a number of factors will affect the Company’s ability to raise additional equity capital, including but not limited to market conditions and the economic prospects of its mineral properties.

Financial Instruments

Effective September 1, 2006, the Company adopted, on a prospective basis, the recommendations of CICA Handbook Section 3855 “Financial Instruments” and Section 3861 “Financial Instruments -- Disclosure and Presentation”. Section 3855 recommends that financial assets and liabilities classified as held for trading be measured at fair value with gains and losses recognized in net income in the periods in which they arise. The Company classifies its investments in marketable securities as held for trading.

The carrying value of cash and cash equivalents, accounts receivable, prepaid expenses and deposits and accounts payable and accrued liabilities approximate fair value because of the short-term maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Subsequent Events

On July 2, 2008, the Company announced that it had signed an option/earn-in agreement with Alexandria Minerals Corporation giving Niogold the right to earn a 50% interest in Alexandria's Siscoe East property in Val- d'Or, Quebec. The Siscoe East property is comprised of 61 claims 100% owned by Alexandria and an additional 37 claims on which Alexandria has earned a 70% interest from Niogold – see “Vassan Project” above. Under the terms of the agreement Niogold can earn a 50% interest in the 61 claims owned by Alexandria by issuing to Alexandria 650,000 common shares in three tranches, and completing an aggregate of $750,000 in exploration expenditures on the property by June 11, 2010. Once these earn-in terms have been completed, Alexandria and Niogold will be deemed to have formed a joint venture to explore and develop the Siscoe East property.

On July 10, 2008, Niogold issued 250,000 common shares to Alexandria.

Outstanding Securities of the Company

Issued and Outstanding Shares

As at May 31, 2008, the Company had 61,542,089 common shares issued and outstanding. As at July 18, 2008, the effective date of this MD&A, the Company had 61,792,089 common shares issued and outstanding.

Outstanding Warrants

As at April 16, 2008, the effective date of this MD&A, the following common share purchase warrants were outstanding.

Exercise Price and Expiry Date	Number
$0.70 until October 17, 2008	1,644,871
$0.70 until October 24, 2008	9,263,535
$0.70 until December 27, 2008	118,611
	11,027,017

Outstanding Director and Employee Options

On April 1, 2008, the Company granted 125,000 incentive stock options to a consultant, exercisable at a price of $0.20 per share for a period of five years.

As at July 18, 2008, the effective date of this MD&A, the following director and employee options were outstanding.

Exercise Price and Expiry Date	Number
$0.30 until October 31, 2008	300,000
$0.30 until February 21, 2010	400,000
$0.30 until April 25, 2010	125,000
$0.30 until February 17, 2011	300,000
$0.30 until March 14, 2011	225,000
$0.31 until May 19, 2011	160,000
$0.28 until December 12, 2011	430,000
$0.35 until January 17, 2012	175,000
$0.47 until February 6, 2012	100,000
$0.38 until February 19, 2012	250,000
$0.41 until May 3, 2012	20,000
$0.364 until May 18, 2012	200,000
$0.435 until August 8, 2012	720,000
$0.22 until January 23, 2013	50,000
$0.25 until February 20, 2013	100,000
$0.20 until April 1, 2013	125,000
	3,680,000

Outstanding Agent’s Compensation Options

As at July 18, 2008, the effective date of this MD&A, there were 1,752,300 agent’s compensation options outstanding, exercisable at $0.45 per share until October 24, 2008.

Risk and Uncertainty

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company’s properties has a known commercial ore deposit. The recoverability of amounts shown for mineral properties may be affected by changing economic, regulatory and political variables. Other risks facing the Company include competition, environmental and insurance risks, fluctuations in metal prices, share price volatility and uncertainty of additional financing.

Forward-Looking Information

Certain statements contained in this MD&A and elsewhere constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance of achievements of the company to materially differ from any future results, performance or achievements expressed or implied by such forward- looking statements. Readers are cautioned not to place undue reliance upon such forward-looking statements.

Disclosure Controls and Procedures

Management has implemented a system of disclosure controls and procedures that provides a reasonable level of assurance that information required to be disclosed by the Company on a continuous basis and in annual and interim fillings or other reports is recorded, processed, summarized and reported on a timely basis as required.

Management is also responsible for the design, implementation and maintenance of the Company’s system of internal controls over financial reporting. This system is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable Canadian GAAP.

Management has evaluated the effectiveness of the Company’s disclosure controls and procedures and its system of internal controls over financial reporting as at the end of the Current Period and has concluded that these systems are sufficient to provide reasonable assurance that the Company’s disclosures are in compliance with securities regulations.

The small size of the Company and limited number of staff preclude comprehensive segregation of incompatible functions within the accounting department, however, management believes that the resulting control weaknesses are compensated for by the provision of adequate levels of supervision and review by senior executives.

While management believes the Company’s disclosure controls and procedures and system of internal controls over financial reporting are generally effective, they do not expect that these systems will prevent or detect all material errors or fraud.

Additional Information

Additional information related to the Company is available from SEDAR at www.sedar.com.

EX-99.5

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Michael Iverson, Chief Executive Officer of Niogold Mining Corp., hereby certify following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Niogold Mining Corp. (the issuer) for the interim period ending May 31, 2008.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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, for the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 of and for the periods presented in the interim filings.

Date: July 28^th, 2008

Michael Iverson

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i)

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process 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.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.6

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Michael Iverson, acting in the capacity of Chief Financial Officer of Niogold Mining Corp., hereby certify following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Niogold Mining Corp. (the issuer) for the interim period ending May 31, 2008.

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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, for the period covered by the interim filings.

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 of and for the periods presented in the interim filings.

Date: July 28^th, 2008

Michael Iverson

Signing in the capacity of Chief Financial Officer

NOTE TO READER

In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i)

 controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process 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.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.