6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2012

Commission File Number: 000-54149

Bridgeport Ventures Inc.
(Translation of registrant's name into English)

1000 - 36 Toronto Street, Toronto, Ontario M5C 2C5
(Address of principal executive offices)

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

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

SUBMITTED HEREWITH

Exhibits

99.1	News Release Dated December 10, 2010
99.2	Amended & Restated Technical Report - Nevada Gold Project
99.3	Amended & Restated Technical Report - Rosario Copper-Gold Project
99.4	Material Change Report Dated December 20, 2010
99.5	Material Change Report Dated January 7, 2011
99.6	Warrant Indenture Dated as of December 20, 2010
99.7	Amended and Restated Warrant Indenture Dated as of December 20, 2010
99.8	News Release Dated January 10, 2011
99.9	News Release Dated March 8, 2011
99.10	News Release Dated March 17, 2011
99.11	News Release Dated May 20, 2011
99.12	News Release Dated June 22, 2011
99.13	News Release Dated July 19, 2011
99.14	ON Form 13-502F1 (Class 1 Reporting Issuers Participation Fee)
99.15	Annual Financial Statements for the year ended April 30, 2011
99.16	Management's Discussion and Analysis for the year ended April 30, 2011
99.17	CEO Certification
99.18	CFO Certification
99.19	Notice of the Meeting and Record Date
99.20	Supplemental Mailing List Form
99.21	Notice of the Meeting
99.22	Management Information Circular
99.23	Form of Proxy
99.24	Certificate Re Dissemination to Shareholders
99.25	Report of Voting Results
99.26	News Release Dated October 5, 2011
99.27	News Release Dated June 28, 2012

SIGNATURES

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

	BRIDGEPORT VENTURES INC.
	(Registrant)
Date: July 17, 2012	By:	/s/ Carmelo Marrelli
		Carmelo Marrelli
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Bridgeport Ventures Inc. Announces Terms of Public Equity Offering

Toronto, Ontario – December 10, 2010 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or the “Company”) is pleased to announce that it has priced its previously announced public equity offering. The offering will consist of 15 million units at a price of $1.00 and will be issued for aggregate gross proceeds of $15 million. Each unit will consist of one common share of Bridgeport (a “Common Share”) and one-half of one common share purchase warrant, each whole common share purchase warrant (a “Warrant”) entitling the holder to acquire one Common Share at a price of $1.40, for a period of 2 years following closing of the offering.

The agents for the offering will have an option, exercisable for a period of 30 days from the date of closing, to purchase up to 15% in additional units at a price equal to the offering price to cover over-allotments and for market stabilization purposes.

Bridgeport intends to use the net proceeds of the offering to explore its portfolio of 10 Nevada gold exploration projects, for property acquisitions and for general corporate purposes. Exploration activities at the Company’s Nevada projects are expected to include approximately 30,000 meters of drilling in 2011. The Company will also further evaluate its Rosario copper gold project in Chile using existing resources.

Closing of the offering is expected to occur on or about December 20, 2010 and is subject to certain conditions, including, but not limited to, receipt of all necessary securities regulatory approvals (including the approval of the Toronto Stock Exchange).

The Shares have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. Any public offering of securities to be made in the United States would, if made, be made by means of a prospectus that could be obtained from the Company that would contain detailed information about the Company and management as well as financial statements.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with active gold and copper exploration in the Americas. The Company’s strong technical team has a solid record of exploration and discovery and a proven track record of mining development success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Shastri Ramnath
President and CEO
Tel. (416) 350-2173
investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.2

 Exhibit 99.2

Resource Geosciences de Mexico SA de CV

 Summary Report on the Nevada Gold Project
Portfolio Comprising the Blackrock, Argentite,
Bellview and Horsethief Gold Projects, Nevada,
USA

Prepared for Bridgeport Ventures Inc.

by

Matthew D. Gray, Ph.D., C.P.G. #10688
Resource Geosciences de Mexico SA de CV
26 November 2010 Amended 7 December 2010

View looking east over Blackrock vein, exposed to left of drill road from right foreground to central midground.

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Table of Contents

Item				Page
1	Title Page			cover
2	Table of Contents, Table of Figures, List of Tables			i
3	Summary			1
4	Introduction and Terms of Reference			3
	4.1	Introduction		3
	4.2	Terms of Reference		3
	4.3	Purpose of Report		3
	4.4	Sources of Information		4
	4.5	Field Examination and Data Review by the Qualified Person.		4
	4.6	Definitions and Translations		5
	4.7	Units		6
5	Reliance on Other Experts			7
6	Property Description and Location			10
	6.1	Area and Location		10
		6.1.1	Blackrock	10
		6.1.2	Argentite	10
		6.1.3	Bellview	12
		6.1.4	Horsethief	12
	6.2	Claims and Title		12
	6.3	Surface Rights		22
	6.4	Mineralization		22
	6.5	Environmental Liability		22
	6.6	Permits		22
7	Access, Climate, Infrastructure, and Physiography			24
	7.1	Blackrock		24
	7.2	Argentite		24
	7.3	Bellview		25
	7.4	Horsethief		26
8	History			27
9	Geological Setting			30
	9.1	Regional Geology of the Blackrock and Argentite Projects		30
	9.2	Regional Geology of the Bellview Project.		30

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page i of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

	9.3	Regional Geology of the Horsethief Project		31
	9.4	Local Geology		31
		9.4.1	Blackrock	31
		9.4.2	Argentite	32
		9.4.3	Bellview	35
		9.4.4	Horsethief	37
10	Deposit Types			40
	10.1	Blackrock, Argentite		40
	10.2	Bellview, Horsethief		41
11	Mineralization			43
	11.1	Blackrock		43
	11.2	Argentite		50
	11.3	Bellview		59
	11.4	Horsethief		77
12	Exploration			85
	12.1	General		85
13	Drilling			85
14	Sampling Method and Approach			86
	14.1	Sampling Method, Nature, and Spacing		86
		14.1.1	Surface Rock Chip Samples	86
	14.2	Recovery Factors		86
	14.3	Sample Quality and Representativity		86
15	Sample Preparation, Analyses, and Security			88
	15.1	Personnel		88
	15.2	Bridgeport Resources Sampling Program		88
		15.2.1	Sample Security/Chain of Custody	88
		15.2.2	Sample Preparation by ALS Chemex	88
		15.2.3	Analytical Techniques used by ALS Chemex	88
16	Data Verification			90
	16.1	Prior Exploration Campaigns		90
	16.2	Production Data		90
17	Adjacent Properties			91
	17.1	Blackrock		91
	17.2	Argentite		91
	17.3	Bellview		91
	17.4	Horsethief		91

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page ii of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

18	Metallurgical Testing			91
19	Mineral Resource Estimate			91
20	Other Relevant Data and Information			92
21	Interpretation and Conclusions			93
22	Recommendations			95
	22.1 Target Concepts			95
		22.1.1	Blackrock	95
		22.1.2	Argentite	95
		22.1.3	Bellview	97
		22.1.4	Horsethief	100
	22.2 Exploration Program and Budget			102
		22.2.1	Blackrock	102
		22.2.2	Argentite	104
		22.2.3	Bellview	106
		22.2.4	Horsethief	108
23	References			110
24	Statement of Qualification			115

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page iii of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

List of Figures

Figure	Page
Figure 6.1. Nevada gold project portfolio location map.	11
Figure 6.2. Claim map, Blackrock Project.	14
Figure 6.3. Claim map, Argentite Project, Fronteer Gold claims	16
Figure 6.4. Claim block boundary, Argentite project showing limit of claims staked by Bridgeport.	17
Figure 6.5. Claim map, Bellview Project	19
Figure 6.6. Claim map, Horsethief Project.	21
Figure 9.1. Geologic map of Argentite property.	34
Figure 9.2. Geologic map of Bellview property	36
Figure 9.3. Geologic map of Horsethief property.	39
Figure 11.1. Map of Blackrock vein showing rock chip sample gold assay data.	44
Figure 11.2. Map of Blackrock vein showing historic drillhole locations	46
Figure 11.3. 3D longitudinal section of southern 400m of Blackrock vein.	48
Figure 11.4. Photo of Blackrock vein, looking southwest down strike	49
Figure 11.5. Photo of sample site I223001, Blackrock vein.	49
Figure 11.6. Photo of quartz cemented silicified breccia in Blackrock vein at site I223001.	50
Figure 11.7. Photo of adit developed on high grade silicified zone	50
Figure 11.8. Photo of intensely Fe-oxide stained and brecciated latite, sample site I223011.	51
Figure 11.9. Photo of silicified breccia zone, sample site I223010 .	51
Figure 11.10. Drillhole map and summary of drill intercepts from release by Camnor Resources.	54
Figure 11.11. Drillhole section and summary of drill intercepts from release by Camnor Resources.	55
Figure 11.12. Photo of silicified rib exposed in Argentite Canyon, sample site I223012.	56
Figure 11.13. Photo of chalcedonic replacement silica and sinter, sample site I223014	57
Figure 11.14. Photo of sinter breccia, sample site I223016	57
Figure 11.15. Map of faults and sinters rock chip sample assay data.	58
Figure 11.16. Map of jasperoid outcrops and rock chip gold assays.	60
Figure 11.17. Photo of jasperoid replaced Eldorado Dolomite	61
Figure 11.18. Photo of jasperoid replaced Eldorado Dolomite, sample site I223034.	61
Figure 11.19. Photo of brecciated Secret Canyon shale, sample sites I223032, I223033.	62
Figure 11.20. Photo of sheeted quartz veins cutting siltstone, sample site I223027.	62
Figure 11.21. Photo of silicified and quartz veined Dunderberg Shale, sample site I223029.	63
Figure 11.22. Historic drillhole location map, Bellview project.	65
Figure 11.23. Photo of Horsethief jasperoid outcrops.	77
Figure 11.24. Horsethief project rock chip gold assay map.	78
Figure 11.25. Horsethief drillhole Au grade x thickness map.	81
Figure 11.26. Drillhole cross section with interpretation by Canyon Resources.	82
Figure 11.27. Photo of gold mineralized jasperoid, sample site I223024	84
Figure 11.28. Photo of angular breccia texture in jasperoid,sample site I223021.	84
Figure 22.1. Bellview project drill target map.	99
Figure 22.2. Horsethief project soil gold and drillhole grade-thickness map	101

List of Tables

Table	Page
Table 6.1. State and County Mining Claim Annual Filing Fees	13
Table 6.2. Mining Concessions, Blackrock project.	13
Table 6.3. Mining Concessions, Argentite project.	15
Table 6.4. Mining Concessions, Bellview project.	18
Table 6.5. Mining Concessions, Horsethief project.	20
Table 8.1. Exploration History Blackrock Project.	27
Table 8.2. Exploration History, Argentite Project	28
Table 8.3. Exploration History Bellview Project.	28

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page iv of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Table 8.4. Exploration History Horsethief Project	29
Table 9.1. Stratigraphic description of the Bellview area.	35
Table 11.1. Sample descriptions and assays, Blackrock project samples collected by M Gray.	45
Table 11.2. Blackrock historic drillhole collar locations.	47
Table 11.3. Gold intercept summary for historic drillholes at Blackrock	47
Table 11.4. Sample descriptions and assays, Argentite project samples collected by M Gray.	53
Table 11.5. Sample descriptions and assays, Bellview project samples by M Gray and R Solis.	64
Table 11.6. Historic drill programs, Bellview prospect	66
Table 11.7 Table of historic Bellview drillhole intercepts.	67
Table 11.8. Drill collar summary, Canyon Resources Horsethief drill programs	79
Table 11.9. Summary of gold intercepts and grade x thickness data, Horsethief drill programs.	80
Table 11.10. Sample descriptions and assays, Horsethief project samples, by M Gray and R Solis.	83
Table 15.1. Element concentrations analyzed and analytical limits.	89
Table 22.1. Proposed exploration program and budget, Blackrock project.	103
Table 22.2. Proposed exploration program and budget, Argentite project.	105
Table 22.3. Proposed exploration program and budget, Bellview project	107
Table 22.4. Proposed exploration program and budget, Horsethief Project	109

List of Appendices

Table	Page
Appendix A. Waypoints, due diligence confirmation site visits	114
Appendix B. Assay certificates, M Gray rock chip samples	120
Appendix C. Drillhole collar locations, Bellview project	128

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page v of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

3 SUMMARY

Fronteer Gold made available for purchase by Bridgeport Ventures Inc. a property portfolio which includes the Blackrock, Argentite, Bellview, and Horsethief gold prospects in Nevada. These four projects represented an attractive opportunity for Bridgeport to quickly acquire a land position in a productive gold producing region and offered exposure to a variety of gold deposit types and project risk levels. Bridgeport purchased the Blackrock, Argentite, Bellview, and Horsethief properties on 16 November 2010. Prior to their purchase by Bridgeport, the author conducted field reviews of the properties including independent sampling and confirmation mapping. The projects are prioritized in terms of exploration potential and development priority as follows:

1.	Blackrock, Lyon County.
	a.	Volcanic rock hosted epithermal gold system, Walker Lane province.
	b.	High priority target for high grade “bonanza vein” gold deposit minable by bulk underground methods.
	c.	Lower probability of open pit target.
	d.	Drill targets could be developed within weeks.
	e.	$ 700,000 USD recommended exploration budget.
2.	Argentite, Esmeralda County.
	a.	Volcanic rock hosted epithermal hot spring gold system, Walker Lane province.
	b.	High priority target for both open pit and underground gold targets.
	c.	Historic drilling supports model that untested sinter zones are underlain by potentially economic gold concentrations.
	d.	No drill testing east of Argentite Canyon in area of outcropping sinter.
	e.	$ 824,000 USD recommended exploration budget.
3.	Bellview, White Pine County.
	a.	Carlin style gold deposit, Carlin-Alligator Ridge trend.
	b.	High priority target on basis of geology, however priority reduced to moderate because of permitting issues related to US Forest Service land and incomplete land package.
	c.	Permitting process for 10 drill sites has been initiated and permits are expected to be obtained in the fourth quarter of 2010. The permitted drill sites will allow testing of three targets developed by Fronteer Gold.
	d.	The property is “drill ready” as soon as permits are obtained.
	e.	$ 780,000 USD recommended exploration budget.
4.	Horsethief, Lincoln County.
	a.	Sedimentary rock hosted epithermal or Carlin style gold system.
	b.	Geology, geochemistry, and drill results support a target at stratigraphic levels below current outcrop or concealed by a veneer of post mineral volcanics.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 1 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

c.	Will require geophysical surveys and drilling of blind targets under cover.
d.	$ 790,000 USD recommended exploration budget.

For the Blackrock, Argentite, Bellview, and Horsethief projects, a first phase exploration program, including a minimum of 15,500 m of drilling at a total cost of $3.1M USD, is recommended. A two stage work program, with the second stage conditional upon positive results from the first, considers the total Stage 1 budget of $3.1M USD with a Stage 2 budget of up to $3.4M USD, dependent upon the success of the Stage 1 programs.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 2 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

4 INTRODUCTION AND TERMS OF REFERENCE

4.1 Introduction

Resource Geosciences de Mexico SA de CV (RGM) and Matthew D. Gray, the author of this report, were asked by Bridgeport Ventures Inc. to perform an independent evaluation of the Blackrock, Argentite, Bellview, and Horsethief gold properties located in Nevada, USA, and to provide Bridgeport Ventures with a technical report compliant with CSA National Instrument 43-101. This report has been prepared to meet Canadian Securities Administrators National Instrument 43-101 standards. The report provides a summary of the geology of each project and its potential to host economic mineral deposits.

This revised report, with Amended date 7 December 2010, differs from the version dated 26 November 2010, which was filed on SEDAR on 29 November 2010, in that this report has modifications to Items 4.3, 4.4. and 5, such modifications made to insure compliance with CSA NI43-101 policies regarding limitations on disclaimers.

4.2 Terms of Reference

This Technical Report has been prepared for Bridgeport Ventures Inc., a publicly traded company listed on the TSX Venture Exchange under symbol BPV. Matthew Gray, senior partner of RGM, an independent geosciences consulting firm contracted by Bridgeport Ventures Inc., visited the Nevada gold prospects, reviewed the available geologic data, and took independent samples in connection with the preparation of the Technical Report.

4.3 Purpose of Report

The purpose of this report is to provide an independent assessment of the Nevada gold prospect portfolio and to recommend an exploration program to enhance the economic potential of the project portfolio. This report was prepared following the guidelines of CSA National Instrument 43-101.

This Technical Report and all publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM for this Technical Report are for sole and exclusive use of Bridgeport Ventures Inc. However all reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM during completion of this Technical Report shall be and remain the property of RGM. Unauthorized use or reuse by third parties of reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM for the purposes of this Technical Report is prohibited. This Technical Report was prepared specifically for the purpose of complying with Canadian Securities Administrators National Instrument 43-101 and may be distributed to third parties and published without prior consent of RGM if the Technical Report is presented in its entirety without omissions or modifications, subject to the regulations of NI43-101.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 3 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

4.4 Sources of Information

In the preparation of this report the author has relied on his own observations and independent assay data, supplemented by information obtained through review of both published and unpublished documents and maps. In addition to the author’s own observations and assay data, sources of information regarding regional geology, mining history of the region, and topographic data, include:

• Geologic, geophysical, and assay data collected and published by the Nevada Bureau of Mines and Geology and the United States Geological Survey.

• Topographic and physiographic data collected and published by the United States Geological Survey.

• Private reports prepared for mining and exploration companies that have previously explored the projects, as referenced in this report.

Data that was not generated by the author has not been independently verified, except as noted in Item 16 of this report. Where information from unverified sources is relevant to interpretations and discussions of the economic potential of the project, the source of information is explicitly mentioned.

4.5 Field Examination and Data Review by the Qualified Person.

During the period 12 to 15 October 2010 the Qualified Person responsible for this report, Matthew D. Gray, Ph.D., C.P.G., President of Resource Geosciences de Mexico SA de CV, visited the prospects accompanied by Bridgeport C.E.O. Shastri Ramnath and Fronteer Gold geologists Gerald Baughman and Ken Raabe. On 20 October 2010 the author returned alone to the Blackrock and Argentite properties to conduct independent confirmation reviews and sampling. On 4 November 2010 the author, accompanied by Resource Geosciences de Mexico senior geologist Roman Solis, returned to the Bellview and Horsethief properties to conduct independent confirmation reviews and sampling.

Helicopter support was used to expedite the field review to an initial 3 day period, with an additional 2 days devoted to independent confirmation visits, as follows:

Date	Begin	Properties Visited	End	Participants
13 Oct 2010	Reno	Blackrock	Tonopah	M Gray S Ramnath Gerry Baughman

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 4 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

14 Oct 2010	Tonopah	Argentite, Horsethief	Elko	M Gray S Ramnath Gerry Baughman
15 Oct 2010	Elko	Bellview	Elko	M Gray S Ramnath Ken Raabe
20 Oct 2010	Carson City	Blackrock, Argentite	Elko	M Gray
4 Nov 2010	Elko	Bellview, Horsethief	Elko	M Gray R Solis

The purpose of the review was to examine property geology, the most important known mineral occurrences and historic inactive mine workings, and to collect independent geochemical samples of altered and mineralized areas.

Prior to the field visit and data review conducted for the purposes of this Technical Report, the author had been directly involved in mineral exploration programs in the region, but had not conducted examinations of these particular projects.

Fronteer Gold geologists Matt Lennox-King, Gerry Baughman, and Ken Raabe facilitated the author’s review of the projects and their cooperation and assistance is gratefully acknowledged.

4.6 Definitions and Translations

ASL	-	above sea level
BLM	-	Bureau of Land Management
Bridgeport	-	Bridgeport Ventures Inc.
C	-	centigrade
cm	-	centimeter
ft	-	feet
gpt	-	grams per ton, equivalent to ppm
km	-	kilometer
m	-	meter
M	-	million
Ma	-	million years before present
NAD	-	North American Datum
NBMG	-	Nevada Bureau of Mines and Geology
NV	-	Nevada
oz.	-	Troy Ounce
opt	-	Troy ounce per ton
ppm	-	parts per million, equivalent to grams per ton
RGM	-	Resource Geosciences de Mexico SA de CV

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 5 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

USD	-	United States Dollar
USFS	-	United States Forest Service
UTM	-	Universal Transverse Mercator
WGS84	-	World Geodetic System 1984 datum

4.7 Units

Historic data for the projects was generated by a multitude of operators who used both SI (metric) and Imperial units of measurement. When referencing historic data, both systems are utilized, therefore this report contains a non-aesthetic mix of units, referring to features of the same project at times using distance measurements of feet, meters, and kilometers. Similarly, assay data may be presented as parts per million (ppm) and its equivalent grams per ton (gpt), or ounces per ton (opt). Conversion factors for the different measurement units used in this report are:

1 foot	=	0.3038 meters
1 inch	=	2.54 cm
1 mile	=	1.6093 kilometers
1 meter	=	39.37 inches
1 meter	=	3.2808 feet
1 kilometer	=	0.6214 miles
1 kilometer	=	3,280.85 feet
1 gpt	=	1 ppm
1 gpt	=	0.02917 opt
1 hectare	=	2.47105 acres

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 6 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

5 RELIANCE ON OTHER EXPERTS

The professional opinions expressed in this report are based in part on data and information generated by and obtained from Fronteer Gold Corporation, its subcontractors, previous operators of the projects, and public domain sources. The author of this report has excercised all reasonable care in reviewing the supplied information and believes that the information provided is accurate. Data that was not generated by the author has not been independently verified, except as noted in Item 16 of this report. Where information from unverified sources is relevant to interpretations and discussions of the economic potential of the project, the source of information is explicitly mentioned. General information for the Blackrock, Argentite, Bellview, and Horsethief properties was obtained from the following sources:

Material	Source
Mining concession Information	Erwin and Thompson LLP, Reno, Nevada
Assay data, due diligence sampling by M Gray	ALS Chemex Laboratories Inc.
Regional geologic maps	United States Geological Survey; Nevada Bureau of Mines and Geology
Regional and local topographic data	United States Geological Survey

Historic exploration data was used in the interpretation of each property’s geologic setting and exploration potential. Historic exploration data was provided by the vendor of the properties, Fronteer Gold, with original data sources summarized as follows:

Property	Type of Work / Data / Information	Source	Original Source	Year
Blackrock	Rock Samples	Fronteer Gold project files	Placid Oil Company	1985
Blackrock	Soil Samples	Fronteer Gold project files	Placid Oil Company	1985
Blackrock	Stream Sediment	Fronteer Gold project files	Placid Oil Company	1985
Blackrock	VLF-EM Survey	Fronteer Gold project files	Placid Oil Company	1985
Blackrock	Trenching and sampling	Fronteer Gold project files	Almac Mineral Resources	1991
Blackrock	Geological Mapping	Fronteer Gold project files	Integrated Resources	1990
Blackrock	Rock Sampling	Fronteer Gold project files	Integrated Resources	1990
Blackrock	Soil Sampling	Fronteer Gold project files	Integrated Resources	1990
Blackrock	VLF-EM Survey	Fronteer Gold project files	Integrated Resources	1990
Blackrock	Total Field Magnetics	Fronteer Gold project files	Integrated Resources	1990

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Blackrock	Trenching	Fronteer Gold project files	Integrated Resources	1990
Blackrock	Surface Sampling	Fronteer Gold project files	Meridian Gold Company	1999
Blackrock	Geological Mapping	Fronteer Gold project files	Teck Resources	2000
Blackrock	Rock and soil sampling	Fronteer Gold project files	Teck Resources	2000
Blackrock	Petrological Study	Fronteer Gold project files	Teck Resources	2000
Blackrock	Surface Samples	Fronteer Gold project files	Franco Nevada	2001
Blackrock	Surface Samples	Fronteer Gold project files	Pacific Rim Exploration	2001
Blackrock	Drilling	Fronteer Gold project files	Western Exploration	2001
Blackrock	Drilling	Fronteer Gold project files	New Dimension Res.	2008
Argentite	Geological Mapping	Fronteer Gold project files	Cordilleran Exploration	2004
Argentite	Drilling	Fronteer Gold project files	Camnor	1997
Argentite	Surface Mapping	Fronteer Gold project files	Camnor	1997
Bellview	Optioned	Fronteer Gold project files	Arctic Precious Metals	1979
Bellview	Soil and Rock Sampling	Fronteer Gold project files	Arctic Precious Metals	1980- 1985
Bellview	VLF-EM Survey	Fronteer Gold project files	Arctic Precious Metals	1980- 1985
Bellview	Mapping	Fronteer Gold project files	Arctic Precious Metals	1983
Bellview	Drilling	Fronteer Gold project files	Arctic Precious Metals	1983
Bellview	Resource Estimation	Fronteer Gold project files	Arctic Precious Metals	1983
Bellview	Drilling	Fronteer Gold project files	Silver State Mining	1986
Bellview	Rock Chip	Fronteer Gold project files	Pegasus Gold	1987
Bellview	Soil Sampling	Fronteer Gold project files	Teck	1987- 1991
Bellview	Rock Chip Sampling	Fronteer Gold project files	Teck	1987- 1991
Bellview	TFM Survey	Fronteer Gold project files	Teck	1987- 1991
Bellview	Geologic Mapping	Fronteer Gold project files	Teck	1987- 1991
Bellview	Drilling	Fronteer Gold project files	Teck	1987- 1991

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Bellview	Resource Estimation	Fronteer Gold project files	Teck	1987- 1991
Bellview	Geologic Mapping	Fronteer Gold project files	Western States Minerals	1991- 1999
Bellview	Rock Chip	Fronteer Gold project files	Western States Minerals	1991- 1999
Bellview	Soil Geochemistry	Fronteer Gold project files	Western States Minerals	1991- 1999
Bellview	Drilling	Fronteer Gold project files	Western States Minerals	1991
Bellview	Drilling	Fronteer Gold project files	Western States Minerals	1993
Bellview	Drilling	Fronteer Gold project files	Western States Minerals	1995
Bellview	Drilling	Fronteer Gold project files	Homestake Mining	1996
Horsethief	Rock sampling	Fronteer Gold project files	Canyon Resources / Copper Range Exploration	1981
Horsethief	Drilling	Fronteer Gold project files	Canyon Resources / Copper Range Exploration	1982- 1984
Horsethief	Geological Mapping	Fronteer Gold project files	Canyon Resources / Copper Range Exploration	1982- 1984

Appropriate scientific methods and best professional judgment were utilized in the collection and interpretation of data discussed in this report. However, users of this report are cautioned that the evaluation methods used herein are subject to inherent uncertainties and assumptions, over which the authors have no control. These uncertainties and assumptions are stated herein. Users of this report are hereby advised to be aware of and understand these uncertainties and assumptions.

Opinions regarding validity and ownership of title of the mining claims that comprise the four projects reviewed in this report were provided by Bridgeport’s legal counsel, Erwin and Thompson LLP of Reno, Nevada.

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6 PROPERTY DESCRIPTION AND LOCATION

All geographic references in this report utilize UTM Zone 11 and datum NAD 83 unless otherwise stated. Some of the historic data was collected using datum NAD27 thus tabulations of historic data may use this datum and is noted as such. Property locations are shown in Figure 6.1 and detailed property descriptions are presented herein as follows.

6.1 Area and Location

6.1.1 Blackrock

County:	Lyon County, NV
Coordinates:	287,888E,   4,342,914N UTM Zone 11 NAD83
Relation to Major Cities:	47 km southeast of Reno, NV
	27 km east-northeast of the state capital Carson City, NV
Size:	100.34 hectares (247.93 acres)

6.1.2 Argentite

County:	Esmeralda County, NV
Coordinates:	426,984E,   4,179,876N UTM Zone 11 NAD83
Relation to Major Cities:	261 km southeast of Reno, NV
	295 km northwest of Las Vegas, NV
	63 km southwest of Tonopah, NV
Size:	66.89 hectares (165.29 acres)

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Figure 6.1. Nevada gold project portfolio location map.

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6.1.3 Bellview

County:	White Pine County, NV
Coordinates:	616,828E,   4,438,341N UTM Zone 11 NAD83
Relation to Major Cities:	363 km east-northeast of Reno, NV
	85 km south-southeast of Elko, NV
Size:	approximately 1095 hectares (443 acres)

6.1.4 Horsethief

County:	Lincoln County, NV
Coordinates:	741,187E,   4,211,966N UTM Zone 11 NAD83
Relation to Major Cities:	223 km northeast of Las Vegas, NV
	19 km northeast of Pioche, NV
Size:	371.90 hectares (150.50 acres)

6.2 Claims and Title

Mining and exploration rights on Federal and some private lands in the United Sates are controlled by the Federal Government. Mineral rights for all four properties discussed in this report are held via unpatented mining claims on Federal land. Private parties can obtain mineral rights via solicitation of a mining claim and fulfillment of filing fees and tax payments. To maintain a claim in good standing, Federal and Nevada State law require that assessment expenditures of $140 USD per claim per annum be incurred or the equivalent amount be paid to the US Bureau of Land Management, in addition, filing fees are payable to the State and to the County in which the claims are located. The Nevada State Legislature has enacted a temporary “windfall” filing fee tax on mining concessions under which filing fees are currently determined based on the number of claims held in each county. In July 2011, this sliding scale fee system is set to expire and annual filing fees would revert to $10.50 USD per claim per annum. The current filing fee schedule is detailed in Table 6.1.

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Table 6.1. State and County Mining Claim Annual Filing Fees.

Number of claims	Fee (USD)
0 to 11	0
11 to 199	70
199 to 1300	85
1300 or greater	195

On 25 October 2010 Fronteer Gold, a publically traded Canadian company listed on the TSX and NYSE Amex exchanges as FRG, and Bridgeport Ventures announced a definitive agreement by which Fronteer Gold will sell a 100% interest in ten gold properties, including the Blackrock, Argentite, Bellview, and Horsethief gold properties discussed in this report, to Bridgeport. Under the terms of the Agreement, Bridgeport Ventures will issue an aggregate of 4.5 million common shares as consideration for the sale. In addition, Fronteer Gold will reserve a 2% Net Smelter Return royalty on each of the ten projects. At the close of trading on October 22, 2010, the share consideration was valued at $5.6 million. The transaction was subject to customary regulatory approvals and closed on 16 November 2010.

The mining concessions being sold by Fronteer Gold that comprise the four properties discussed in this report are summarized in Tables 6.2 through 6.5 and shown in Figures 6.2 through 6.6. Bridgeport has staked additional claims at the Argentite project as shown in Figure 6.4. M Gray and Resource Geosciences de Mexico are not Qualified Persons for assessing the validity and ownership of mineral rights. Bridgeport has retained legal counsel Erwin and Thompson LLP of Reno, Nevada to investigate title validity and ownership of the claims comprising the four projects discussed in this report. Bridgeport’s legal advisors are of the opinion that Fronteer Gold held valid rights to the mining claims comprising the Blackrock, Argentite, Bellview, and Horsethief properties.

Table 6.2. Mining Concessions, Blackrock project.

Black Rock Project
Claim Name	Location Date	Filed County	Document No.	Filed BLM	BLM Serial No.
North Como 1	17-Sep-1999	02-Nov-1999	240898	28-Oct-1999	NMC808099
North Como 2	17-Sep-1999	02-Nov-1999	240899	28-Oct-1999	NMC808100
North Como 3	20-Oct-1999	02-Nov-1999	240900	28-Oct-1999	NMC808101
North Como 4	20-Oct-1999	02-Nov-1999	240901	28-Oct-1999	NMC808102
North Como 5	20-Oct-1999	02-Nov-1999	240902	28-Oct-1999	NMC808103
North Como 6	20-Oct-1999	02-Nov-1999	240903	28-Oct-1999	NMC808104
North Como 7	20-Oct-1999	02-Nov-1999	240904	28-Oct-1999	NMC808105
North Como 8	20-Oct-1999	02-Nov-1999	240905	28-Oct-1999	NMC808106
North Como 9	20-Oct-1999	02-Nov-1999	240906	28-Oct-1999	NMC808107
North Como 10	20-Oct-1999	02-Nov-1999	240907	28-Oct-1999	NMC808108
North Como 11	20-Oct-1999	02-Nov-1999	240908	28-Oct-1999	NMC808109
North Como 12	20-Oct-1999	02-Nov-1999	240909	28-Oct-1999	NMC808110

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Figure 6.2. Claim map, Blackrock Project.

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Table 6.3. Mining Concessions, Argentite project.

Argentite Project
Claim Name	Location Date	Filed County	Document No.	Filed BLM	BLM Serial No.
SP II	01-Sep-2007				NMC970595
Marty 1	01-Sep-2007				NMC970596
Marty 2	01-Sep-2007				NMC970597
Marty 3	01-Sep-2007				NMC970598
Marty 4	01-Sep-2007				NMC970599
Marty 5	01-Sep-2007				NMC970600
Marty 6	01-Sep-2007				NMC970601
Marty 7	01-Sep-2007				NMC970602

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Figure 6.3. Claim map, Argentite Project, Fronteer Gold claims.

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Figure 6.4. Claim block boundary, Argentite project showing limit of claims staked by Bridgeport.

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Table 6.4. Mining Concessions, Bellview project.

Bellview Project
Claim Name	Location Date	Filed County	Book	Page	Document No.	Filed BLM	BLM Serial No.
CS -1	12-03-1999	02-07-2010	310	167	307675	02-03-2000	813108
CS -2	12-03-1999	02-07-2010	310	168	307677	02-03-2000	813109
CS -3	12-03-1999	02-07-2010	310	169	307676	02-03-2000	813110
CS -4	12-03-1999	02-07-2010	310	170	307678	02-03-2000	813111
CS -5	12-03-1999	02-07-2010	310	171	307679	02-03-2000	813112
CS -6	12-03-1999	02-07-2010	310	172	307680	02-03-2000	813113
CS -7	12-03-1999	02-07-2010	310	173	307681	02-03-2000	813114
CS -8	12-03-1999	02-07-2010	310	174	307682	02-03-2000	813115
CS -9	12-03-1999	02-07-2010	310	175	307683	02-03-2000	813116
CS -10	12-01-1999	02-07-2010	310	176	307684	02-03-2000	813117
CS -11	12-01-1999	02-07-2010	310	177	307685	02-03-2000	813118
CS -12	12-01-1999	02-07-2010	310	178	307686	02-03-2000	813119
CS -13	12-01-1999	02-07-2010	310	179	307687	02-03-2000	813120
CS -14	12-01-1999	02-07-2010	310	180	307688	02-03-2000	813121
CS -15	12-01-1999	02-07-2010	310	181	307689	02-03-2000	813122
CS -16	12-01-1999	02-07-2010	310	182	307690	02-03-2000	813123
CS -17	12-01-1999	02-07-2010	310	183	307691	02-03-2000	813124
CS -18	12-01-1999	02-07-2010	310	184	307692	02-03-2000	813125
CS -19	12-01-1999	02-07-2010	310	185	307693	02-03-2000	813126
CS -20	12-01-1999	02-07-2010	310	186	307694	02-03-2000	813127
CS -21	12-01-1999	02-07-2010	310	187	307695	02-03-2000	813128
CS -22	12-01-1999	02-07-2010	310	188	307696	02-03-2000	813129
CS -23	12-01-1999	02-07-2010	310	189	307697	02-03-2000	813130
CS -24	12-01-1999	02-07-2010	310	190	307698	02-03-2000	813131
CS -25	12-01-1999	02-07-2010	310	191	307699	02-03-2000	813132
CS -26	12-01-1999	02-07-2010	310	192	307700	02-03-2000	813133
CS -27	12-02-199	02-07-2010	310	193	307701	02-03-2000	813134
CS -29	12-02-1999	02-07-2010	310	194	307702	02-03-2000	813135
CS -31	12-02-1999	02-07-2010	310	195	307703	02-03-2000	813136
CS -33	12-02-1999	02-07-2010	310	196	307704	02-03-2000	813137
CS -35	12-02-1999	02-07-2010	310	197	307705	02-03-2000	813138
CS -37	12-02-1999	02-07-2010	310	198	307706	02-03-2000	813139
CS -39	12-02-1999	02-07-2010	310	199	307707	02-03-2000	813140
CS -41	12-02-1999	02-07-2010	310	200	307708	02-03-2000	813141
CS -43	12-02-1999	02-07-2010	310	200-A	307709	02-03-2000	813142
CS-100	05-15-2004	07-27-2004	390	493	321774	07-23-2004	872628
CS-101	05-15-2004	07-27-2004	390	494	321775	07-23-2004	872629
CS-102	05-15-2004	07-27-2004	390	495	321776	07-23-2004	872630
CS-103	05-15-2004	07-27-2004	390	496	321777	07-23-2004	872631
CS-104	05-15-2004	07-27-2004	390	497	321778	07-23-2004	872632
CS-105	05-15-2004	07-27-2004	390	498	321779	07-23-2004	872633
CS-106	05-15-2004	07-27-2004	390	499	321780	07-23-2004	872634
CS-107	05-15-2004	07-27-2004	390	500	321781	07-23-2004	872635
Bellview Project 50% Interest
Claim Name	Location Date	Filed County	Book	Page	Document No.	Filed BLM	BLM Serial No.
Zillich # 1	04-24-1992	06-15-1992	199	1	278877	07-10-1992	653237
Zillich # 2	04-24-1992	06-15-1992	199	2	278878	07-10-1992	653238
Zillich # 3	04-24-1992	06-15-1992	199	3	278879	07-10-1992	653239
Matney # 1	04-24-1992	06-15-1992	199	20	278890	07-10-1992	653256
Matney # 2	04-24-1992	06-15-1992	199	21	278897	07-10-1992	653257
Bee # 9	04-24-1992	06-15-1992	199	32	278908	07-10-1992	653268
Ann	04-26-1992	06-15-1992	199	42	278918	07-10-1992	653278
Thor	04-24-1992	06-15-1992	199	43	278919	07-10-1992	653279
Bee # 14	04-26-1992	06-15-1992	199	37	278913	07-10-1992	653273
Paul	05-18-2004		39	122		06-22-2004	870935

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Figure 6.5. Claim map, Bellview Project.

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Table 6.5. Mining Concessions, Horsethief project.

Horsethief Project
Claim Name	Location Date	Filed County	Document No.	Filed BLM	BLM Serial No.
HT 3	08-Sep-2007				NMC970603
HT 4	08-Sep-2007				NMC970604
HT 5	08-Sep-2007				NMC970605
HT 6	08-Sep-2007				NMC970606
HT 7	08-Sep-2007				NMC970607
HT 8	08-Sep-2007				NMC970608
HT 9	08-Sep-2007				NMC970609
HT 10	08-Sep-2007				NMC970610
HT 11	08-Sep-2007				NMC970611
HT 12	08-Sep-2007				NMC970612
HT 13	08-Sep-2007				NMC970613
HT 14	08-Sep-2007				NMC970614
HT 15	08-Sep-2007				NMC970615
HT 16	08-Sep-2007				NMC970616
HT 17	08-Sep-2007				NMC970617
HT 18	08-Sep-2007				NMC970618
HT 19	08-Sep-2007				NMC970619
HT 20	08-Sep-2007				NMC970620

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Figure 6.6. Claim map, Horsethief Project.

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6.3 Surface Rights

The ownership of surface rights at the Blackrock, Argentite, and Horsethief projects is Federal, administered by the Bureau of Land Management.

The ownership of surface rights at the Bellview project is Federal, administered by the United States Forest Service.

6.4 Mineralization

Historic artisanal small mines and exploration workings are present within the Blackrock, Argentite, Bellview, and Horsethief properties. Nearly all are developed on zones of outcropping quartz veins or silicified carbonates (jasperoids). No metals are currently produced from any of the properties. The principal mineralized occurrences are described in Item 11 of this report.

6.5 Environmental Liability

Potential environmental liabilities associated with the historic exploration at the projects have not been investigated or verified by the author or RGM, but no significant environmental liabilities are apparent. Small abandoned shafts and unmineralized rock piles are present but are not generating acid drainage. Old drill roads and drill pads at the projects have been adequately reclaimed by previous explorers. There are no plant facilities present within the project areas, nor are tailings piles present.

6.6 Permits

Exploration activities at the Blackrock, Argentite, and Horsethief projects are subject to regulation by the Bureau of Land management. Surface management regulations prescribed by regulation 43 CFR 3809 incorporates three levels of operation on BLM lands as summarized by the Nevada Bureau of Mines and Geology (NBMG, 2010):

1.	Casual use by operator who does negligible disturbance. No notice or plan required. Need not contact BLM prior to initiating activities. Does not include use of earth moving equipment or explosives.
2.	Notice. Includes exploration activities that propose disturbance of 5 acres or less. A written notice must be submitted to the appropriate BLM field office 15 days prior to starting operations. No approval necessary. Effective for 2 years. May be extended for additional 2 years.
3.	Plan of Operations. Includes all mining and processing activities and exploration exceeding 5 acres of disturbance. BLM approves plan.

Exploration activities at the Bellview project are subject to regulation by the United States Forest Service. Surface management regulations prescribed for exploration

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on USFS lands, as summarized by the Nevada Bureau of Mines and Geology (NBMG, 2010) require:

Any mineral development or exploration activities conducted under the General Mining law of 1872 on National Forest System lands must be approved pursuant to the surface management Regulations (36 CFR 228). An operator must provide information describing the proposed activity to the District Ranger. Operations which will cause a significant surface disturbance will require an approved plan of operations and a reclamation bond. Road Use Permits and other Special Use Permits may be required to access and utilities. Operators must also obtain all applicable state permits.

Basic exploration activities, including road construction and drilling, on BLM lands can typically be permitted in 15 days. The same exploration activities on USFS lands will require approximately 12 months for receipt of permits.

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7 ACCESS, CLIMATE, INFRASTRUCTURE, AND PHYSIOGRAPHY

7.1 Blackrock

The Blackrock property is located 27 km east-northeast of the state capital of Carson City (Figure 6.1) . Access is by unsurfaced road from Dayton, NV, and may require use of an all wheel drive vehicle. Paved state Highway 50 passes within 12km of the property on the northwest side. Electric transmission lines follow Highway 50 and are close as 12 km to the project.

All basic services are available in Carson City. The project area is unpopulated. An adequate supply of experienced labor for mining operations can be drawn from the region.

The nearest commercial airport is located 27 km west-southwest of the project in Carson City. The Reno, NV airport is located 42 km northwest of the project and is served by daily flights from major US cities.

The property is located in the southwest margin of the Great Basin physiographic province, within the Walker Lane geologic province of Nevada, in the Pine Nut mountain range. Topographic relief is moderate and elevations in the project area range from 2,000 meter ASL to over 2,150 meter ASL. Broad valleys of low relief east of the project area are suitable locations for mill sites, leach pads, rock dumps, and other mine related infrastructure.

The climate in the area is arid with total annual precipitation of 15.6 cm and seasonal temperatures ranging from an average annual high of 33^oC in July and an average annual low temperature of -8 ^oC in December, as measured at meteorological station Smith 6 Nevada 267612 located at 38° 57' N, 119° 20' W, 1,524 m ASL (Western Regional Climate Center, 2010). Exploration activities may be conducted year round.

Vegetation in the area is sparse, consisting only of small scrub and sage in the valley floors and piñon-juniper forest at the highest elevations.

7.2 Argentite

The Argentite property is located 261 km southeast of Reno, NV, 295 km northwest of Las Vegas, NV, and 63 km southwest of Tonopah, NV (Figure 6.1) . Access is by unsurfaced road from Silver Peak or Dyer, NV, and may require use of an all wheel drive vehicle. Paved state Highway 264 passes within 23km of the property on the west side. Electric transmission lines that service Dyer, NV are as close as 24 km to the project.

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All basic services are available in Tonopah. The project area is unpopulated. An adequate supply of experienced labor for mining operations can be drawn from the region.

The nearest commercial airport is located 242 km northwest of the project in Carson City. The Reno, NV airport is located 261 km northwest of the project and is served by daily flights from major US cities. A general aviation use airstrip in Tonopah is capable of serving small passenger jets.

The property is located in the southwest margin of the Great Basin physiographic province, within the Walker Lane geologic province of Nevada, in the Silver Peak mountain range. Topographic relief is moderate and elevations in the project area range from 2,250 meter ASL to over 2,500 meter ASL. Broad valleys of low relief east of the project area are suitable locations for mill sites, leach pads, rock dumps, and other mine related infrastructure.

The climate in the area is arid with total annual precipitation of 11.0 cm and seasonal temperatures ranging from an average annual high of 36^oC in July and an average annual low temperature of -8 ^oC in December, as measured at meteorological station Silverpeak Nevada 267463 located at 37° 40' N, 117° 35' W, 1,298 m ASL (Western Regional Climate Center, 2010). Exploration activities may be conducted year round.

Vegetation in the area consists predominantly of piñon-juniper forest and lesser open areas covered by small scrub and sage.

7.3 Bellview

The Bellview property is located 363 km east-northeast of Reno, NV and 85 km south-southeast of Elko, NV (Figure 6.1) . Access is by highway 228, unsurfaced NFS road 114, and Cherry Springs Road, and may require use of an all wheel drive vehicle. Paved state Highway 264 passes within 23km of the property on the west side.

All basic services are available in Elko. The project area is unpopulated. An adequate supply of experienced labor for mining operations can be drawn from the region.

The nearest commercial airport is located in Elko, with turboprop commuter flight connections to Salt Lake City.

The property is located in the north-central portion of the Great Basin physiographic province, on the west flank of the Ruby Mountains. Topographic relief is moderate and elevations in the project area range from 2,000 meter ASL to 2,350 meter ASL. Broad valleys of low relief and pediments west of the project area are suitable locations for mill sites, leach pads, rock dumps, and other mine related infrastructure.

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The climate in the area is temperate with total annual precipitation of 33.2 cm and seasonal temperatures ranging from an average annual high of 31^o C in July and an average annual low temperature of -10^o C in January, as measured at meteorological station Ruby Lake Nevada 267123 located at 40° 12' N, 115° 30' W, 1,831 m ASL (Western Regional Climate Center, 2010). Snowfall in the period December to March may preclude exploration activities.

Vegetation in the area consists predominantly of piñon-juniper forest.

7.4 Horsethief

The Horsethief property is located 223 km northeast of Las Vegas, NV and 19 km northeast of Pioche, NV (Figure 6.1) . Access is by all weather unsurfaced roads from Pioche. In fair weather, all wheel drive vehicle is not required. Highway 93 passes within 19 km of the property on the southwest side. The electric power grid that serves Pioche is 19km distant.

Basic services are available in Pioche, with additional services available in Ely, NV, 146km to the northwest. The project area is unpopulated. An adequate supply of experienced labor for mining operations can be drawn from the region.

The Las Vegas, NV airport is located 223 km southwest of the project and is served by daily flights from major US cities. A general aviation use airstrip in Ely is capable of serving small passenger jets.

The property is located in the southeast portion of the Great Basin physiographic province, in the Wilson Creek mountain range. Topographic relief is moderate and elevations in the project area range from 1,980 meter ASL to 2,030 meter ASL. Broad flat valleys west of the project area are suitable locations for mill sites, leach pads, rock dumps, and other mine related infrastructure.

The climate in the area is semi arid with total annual precipitation of 30.2 cm and seasonal temperatures ranging from an average annual high of 31^o C in July and an average annual low temperature of -13^o C in January, as measured at meteorological station Spring Valley State Park Nevada 267750 located at 38° 02' N, 114° 11' W, 1,813 m ASL (Western Regional Climate Center, 2010). Snowfall in the period December to February may preclude exploration activities.

Vegetation in the area consists of piñon-juniper forest.

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8 HISTORY

All four projects reviewed for the purposes of this Technical Report are located within the intensely explored and productive gold producing terrain of the Great Basin and all have been previously explored. Historical records of previous exploration efforts at the Blackrock, Argentite, Bellview and Horsethief projects were summarized by Ramnath (2010) and are shown in Tables 8.1 to 8.4. Where relevant to interpretations of a project’s geologic setting, mineralization and exploration potential, the historical information is discussed in detail in Items 9, 11 and 22 of this report.

Table 8.1. Exploration History Blackrock Project.

Company	Year		Type of Work	Comments
Unknown	1800’s	Au	Adits	Two adits along the structure (106m)
			Trenches	Several trenches were completed
Bentinck and Lester	1979	Au	Adits	resampling the adits, old dumps,
Placid Oil Company	1985	Au	Rock Samples	39 rock samples collected
			Soil Samples	30 soil samples collected
			Stream Sediment	2 stream sediment samples
			VLF-EM Survey	Discontinued due to weak signals
Echo Bay Exploration	1986	Au	Rock sampling	No results
Aqua Gold Resources	1988	Au	Trenching	Two trenches dug with a bulldozer;
Almac Mineral Resources	1989	Au	Further Sampling	No available results
Integrated Resources	1990	Au	Geological Mapping	Grid work
			Rock Sampling
			Soil Sampling
			VLF-EM Survey
			Total Field Magnetics
			Trenching
Baughman	1999	Au	Staked	Staked by Jerry as the ground was open
Romarco Minerals	1999	Au	Surface sampling	61 rock samples
Meridian Gold Company	1999	Au	Surface Sampling	13 rock samples; all samples > 100 ppb Au
Teck Resources	2000	Au	Geological Mapping
			Rock and soil sampling	260 rock samples collected
			Petrological Study
Franco Nevada	2001	Au	Surface Samples	17 samples
Pacific Rim Exploration	2001	Au	Surface Samples	11 rock samples
Western Exploration	2001	Au	Drilling	4 RC dh
Miranda Gold Corp.	2001?	Au	Surface Samples	3 samples
New Dimension Res.	2008	Au	Drilling	12 holes

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Table 8.2. Exploration History, Argentite Project.

Company	Year	Com.	Type of Work	Comments
Unknown	1920’s	Au	Prospecting	Identified mineralization
		Au	Pits, Shafts, Drifts	Several small prospect pits; two 30-foot shafts; Drift on small low grade showing
	WWII	Mn	Prospecting
Mineral’s Exploration Company & Hecla Mining	1960’s	Ag		Briefly investigated the area
Sunshine Mining Company	1970’s	?	Geochemical Surveys	No data?
US Government	1980’s	--	Geological Mapping	Government Geology Map (1:63,360)
Amoco Minerals Comp.	1979	Ag, Zn	Rotary Drilling	14 RC dh (5655ft); Ag and Zn intersection
Hunt, Ware, and Proffett (Freeport Exploration)	1981	Ag, Au	Geological Mapping
			Geochemistry
			RC Drilling	10 RC Holes (1855ft)
Camnor	1997	Au	Drilling	10 RC drillholes
			Surface Mapping

Table 8.3. Exploration History Bellview Project.

Company	Year		Type of Work	Comments
????	1951-1954	Pb- Zn	Mining	Small, pits, shafts, and adits; 10% Pb and 1 oz/ton Ag
Kohlmoos and Zilich	1970	Au	Stake Claims	Claim Staking
Arctic Precious Metals	1979	Au	Optioned
	1980-1985	Au	Soil and Rock Sampling
			VLF-EM Survey
	1983		Mapping	Produced a 1:200 scale outcrop map
			Drilling	95 RC Drillholes (15,557ft)
			Resource	500,000 tons @ 0.034 opt Au NOT CSA NI43-101 COMPLIANT
Silver State Mining	1986	Au	Drilling	10 vertical dh (1,105ft)
Pegasus Gold	1987	Au	Rock Chip	Across jasperoid areas
Teck	1987-1991	Au	Soil Sampling
			Rock Chip Sampling
			TFM Survey	TFM Survey;
			Geologic Mapping	1:1000 and 1:200 scale maps
			Drilling	68 RC dh (10,630ft)
			Resource	1.12 m tons @ 0.031 opt Au( 0.96 g/t - 34,720 Au); NOT CSA NI43-101 COMPLIANT
Western States Minerals	1991-1999	Au	Geologic Mapping	Mapping at 1:500 scale;
			Rock Chip	With mapping in 1999
			Soil Geochemistry
	1991		Drilling	3 RC dh (1,410 ft)
	1993		Drilling	21 RC dh (9,595 ft)
	1995		Drilling	2 RC dh (800 ft)
Homestake Mining	1996	Au	Drilling	6 RC dh (2,835 ft)
Lyle Campbell	1980’s	Au	Drilling	20 RC holes Cherry Springs area, results unknown

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Table 8.4. Exploration History Horsethief Project.

Company	Year	Com	Type of Work	Comments
Canyon Resources Corp	1981	Au	Rock sampling	190 samples collected
Unknown	Historical	Au	Mining	Two 25 foot shafts and a few shallow pits
Canyon Resources Corp	1981	Au	Rock sampling	46 rock samples collected by Labradex Corporation for Canyon
Copper Range Exploration	1982-1984	Au	Drilling	40 RC dh (13,890 ft)
			Geological Mapping	1 week program
			Rock Chip Sampling	20 samples collected
Novagold Resources	1987	Au	Hand Drill Sampling	No results

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9 GEOLOGICAL SETTING

9.1 Regional Geology of the Blackrock and Argentite Projects

The Blackrock and Argentite projects lie within the Walker Lane geologic province, which occurs at the western edge of the Great Basin physiographic province and separates the Great Basin from the Sierra Nevada batholith and structural block to the west. The Walker Lane is underlain by Precambrian to Cenozoic metamorphic, intrusive, and sedimentary basement rocks. Volcanism related to eastward subduction of the Pacific plate beneath the North American plate resulted in a southwest migration of Cenozoic magmatism which began at approximately 40Ma in northeast Nevada and by 34 Ma began to affect the Walker Lane region, resulting in deposition of extensive volumes of calc-alkalic Tertiary volcanic units and emplacement of associated intrusives (Seedorf, 1991; McKee, 1996). Early Oligocene to Early Miocene calc-alkalic volcanism is volumetrically significant in the eastern and central parts of Nevada yet is associated with few epithermal ore deposits (Cox et al., 1991), however, where the subduction related volcanism affected the intensely faulted crust in the Walker Lane, mineral deposits related to the igneous activity are common (McKee, 1996). Active volcanism in the Walker Lane terminated approximately ~3 Ma. In contrast to the predominant west-northwest extension in the western Great Basin and east-west extension in the eastern Great Basin, the Walker Lane is characterized by right lateral displacement along regional scale, northwest striking, strike slip faults. Collectively these faults accommodate 15 to 25% of the current relative motion between the Pacific and North American tectonic plates (Faulds et al, 2004). Major strike slip faults cut Miocene and younger volcanic rocks indicating that strike slip movement began in the middle and late Cenozoic.

9.2 Regional Geology of the Bellview Project.

The Bellview project lies within the north central Great Basin. An excellent presentation of the region’s geology was presented by John et al. (2003) and the interested reader is referred to this reference for a detailed discussion of the same. A summary of the most salient points relevant to this report is herein presented. The region of the Bellview project is underlain by Archean and Proterozoic crystalline basement which was rifted in Proterozoic time, forming a rifted continental margin west of the project area. Orogenic contractional deformation associated with the Late Paleozoic Sonoma orogeny thrust allochthonous blocks of western deepwater sedimentary strata, the Roberts Mountains and Golconda allochthons, onto the eastern shallow continental shelf facies sedimentary strata. Middle, Late Jurassic, Early Cretaceous, and Late Cretaceous orogenies associated with an east dipping subduction zone resulted in further displacement of the older allochthons and compressional events were followed by intervening periods of relaxation and extension. Extensional deformation has affected the area since the Late Eocene, with extension direction changing from northwest-southeast in the late Eocene to west-southwest-east-northeast in the late Eocene and middle Miocene, then to northwest-southeast in the late Miocene to present (Zoback et al., 1994). Subduction related calc-alkaline magmatism affected the region in Middle and Late Jurassic, Cretaceous, Late Eocene, and middle Miocene time. Magmatic activity from Late Miocene to the present has been dominated by rift related tholeiitic bimodal magmatism.

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9.3 Regional Geology of the Horsethief Project.

Spalding (2010) summarized the geologic setting of the Horsethief area project as being situated within the east-central Nevada Caldera province, a poorly understood series of nested Tertiary calderas. A public domain geologic report from the NBMG (Tschanz and Pampeyan, 1970) described a volcanic rock package near Horsethief, east of Caliente, Nevada, that is several thousand feet thick, and consists of flows, mud flows, breccias, and tuffs which are andesitic in appearance, but may be latitic or dacitic in chemical composition and are intruded by small dioritic and monzonitic stocks. The age of these rocks is not definitely known. The NBMG report states that they may be as old as Cretaceous or Jurassic.

Spalding (2010) stated that the Horsethief window of Cambrian rocks is an unusual occurrence in a region dominated by volcanic rocks and he speculated that it may represent the tip of a larger package of autochthonous sedimentary rocks underlying the volcanic units or it could be a slide block into a caldera. He also reported that the same section of upper Cambrian rocks can be found in the Bristol/Highland Range 18 miles to the west of Horsethief.

9.4 Local Geology

The following discussions of project geology are based upon field examinations by the author and a review of historic exploration data contained in the Fronteer Gold project files. A listing of waypoints where geologic data was collected by the author is presented as Appendix A.

9.4.1 Blackrock

The project area is within the Como mining district. The Como district has produced gold from epithermal deposits in the form of quartz veins, vein stockworks, and disseminated mineralization, all hosted by andesitic volcanic rocks. The Blackrock project is underlain by Miocene andesitic and dacitic volcanic strata similar to those exposed elsewhere in the Como district (NMBG, 1997).

Raabe (2010a) reported that the andesitic flows and tuffs that underlie the Blackrock property are generally southeast-dipping and are underlain, to the north, by an undetermined thickness of volcanic lahar. He described the andesite as porphyritic with phenocrysts of feldspar, pyroxene, and hornblende and in places with textures of a crystal lithic tuff. Throughout the sequence, the andesite contains 0-5% lapilli size, rounded, dark to light brown basalt cobbles. In the north part of the property, steeply dipping, flow foliated andesites, identical in all other aspects to the other andesites in the area, may be intrusive feeders to the surrounding volcanics. A narrow basaltic dike is located in the extreme southeast corner of the property.

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The dominant structural feature at Blackrock is a north-northeast striking, southeast dipping fault or fracture zone that controlled emplacement of the Blackrock vein and localized silicification of the footwall andesite. The quartz vein is discontinuously exposed over a 1,300m strike length. The multiphase vein is up to 15m wide and exhibits pinch and swell morphology. It is bordered by greater thicknesses of silicified andesite in the footwall. The vein structure exposed at surface is near vertical but drillhole data demonstrates a steep southeast dip for the southernmost 400m of the vein. Raabe (2010a) reported that cross-fractures intersect the vein at angles ranging from 060º-090º and that the southern exposure of the Blackrock fault is truncated by an east-west fault and that two east-west structures separate the north, central, and south portions of the vein. These faults parallel the main structural features in the Como area, 4 km to the south. He reported that offset along these faults is minor, with displacement along the cross fault at the north end of the South Zone estimated at approximately 3 meters.

9.4.2 Argentite

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The Argentite project lies in the Silver Peak Mountains within the Silver Peak mining district. The property is underlain by a Tertiary volcanic and sedimentary sequence which was described by Albers and Stewart (1972) as comprising a lowermost Tertiary ash-flow tuff dated at 21.5 Ma (early Miocene) which is overlain by andesitic to dacitic volcanic breccias with interlayered flows and lenses of tuffaceous sandstone. Tuffaceous shale and sandstone strata overlie the volcanic breccia unit and may represent lacustrine sedimentation in late Miocene to early Pliocene lakes or basins. Rhyolitic air-fall tuffs, flows, domes, breccias and intrusive masses rest on, or intrude, the lacustrine sediments and older rocks. The rhyolite unit has been dated at 6.0 Ma and is overlain by porphyritic latite or trachyandesite, at least 500 ft thick. This rock is characterized by abundant large plagioclase and sanidine phenocrysts and abundant biotite. Sandstone, conglomerate and tuff are interlayered with the latite flows. The unit has been dated at 5.9 Ma. The distribution, thickness, and lithology of the rhyolitic air-fall tuffs, flows, domes, breccias, intrusive masses, and of the porphyritic latite suggest the central part of the Silver Peak Mountains may have been a caldera-like structure. Forrest (1986) observed that the flows, agglomerates, and sediments on the property form a gentle south-dipping sequence away from a proposed caldera rim a mile or so to the north, and he noted that the major structures on the property are north- to northeast-trending normal faults with 300 to 500 feet of right lateral offset. The coarse grained porphyritic latite unit is exposed at the base of Argentite Canyon whereas the volcaniclastic sedimentary strata and interbedded silica sinters crop out at the higher elevations on the east side of the canyon. They appear to depositionally overlie the porphyritic latite. A geologic map prepared by Cordilleran Exploration Company (Howell, 2004) summarizes the project’s outcrop geology and is presented as Figure 9.1. For a more detailed description of the geology of the Silver Peak district the interested reader is referred to Albers and Stewart (1972).

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Figure 9.1. Geologic map of Argentite property prepared by Cordilleran Exploration Co. (Howell, 2004).

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9.4.3 Bellview

The Bellview property is underlain by a series of Lower and Middle Cambrian limestones, shales, and dolostones. Lanier (1999a) created a 1:500 scale geologic map of the project area which is summarized as Figure 9.2. The local stratigraphic section has been described by Milliken (1979) and Renken (1983) and is summarized in Table 9.1.

Table 9.1. Stratigraphic description of the Bellview area.

Sedimentary Formation or Unit	Age	Description
Windfall Formation	Upper Cambrian	Comprised of two members at Eureka type section: upper Bullwhacker Member, 400 ft thick thin-bedded tan or light brown sandy or silty limestone; and the 250 ft thick lower Catlin Member comprised of banded chert at the base overlain by thin-bedded limestone with abundant black chert and siltstone, and sandstone. At Bellview, the Windfall forms bold, cliffy exposures in the upper elevations east and south of the property.
Dunderberg Shale	Upper Cambrian	Sequence of brown- to khaki-colored, carbonaceous, silty clay shale with thin lenticular limestone interbeds, 1,200 to 1,400 ft thick in the southern Ruby Mountains (Hose and Blake, 1976), but is extremely variable due to intraformational thrusting and/or extensional faulting. At the Bellview property, the lowermost 1-3 ft thick limestone beds are locally silicified and transformed to jasperoid. The lower contact with the Hamburg Limestone is sharp, and is often marked by a thin 0-1 ft zone of silica-cemented hematitic breccias and jasperoid. This contact is a regional zone of shearing in the southern Ruby Mountains, and at Eureka.
Hamburg Limestone	Middle Cambrian	1,000 feet thick in the southern Ruby Mountains (Milliken 1979), comprised of medium light gray biosparrite and biosparrudite, locally dolomitic. At Bellview forms bold cliffy outcrops in the eastern part of the property, and is an important regional marker unit.
Secret Canyon Formation	Middle Cambrian	2,300 feet thick in the southern Ruby Mountains, comprised of thin-bedded silty limestone and greenish silty shale subdivided into four subunits, a lower 183 m of fissile, dark gray, silty, clay shale overlain by 800 feet of yellowish- green weathering silty clay shale with interbedded platy, medium gray micritic limestones, and a 250 foot transitional zone in which shale gives way to predominant limestone of the uppermost 630 foot thick Clark Spring Member. Millikan (1979). At Bellview the lowermost shale unit is locally silicified, argillized, and quartz veined and hosts the non CSA NI43-101 historic gold resource reported for the project.
Geddes Limestone	Middle Cambrian	At Bald Mountain, approximately 15km south of Bellview, this unit is 40-50 ft thick underlies and the Secret Canyon Shale at (Nutt et al., 2000). It has not been mapped at Bellview, but Renken (1983) writes that up to 60 ft of yellow- gray weathering carbonaceous limestone in ¼ to 1 in. beds occurs at the base of the Secret Canyon Shale in some places. This may represent the Geddes Limestone.
Eldorado Dolomite	Lower to Middle Cambrian	Composed of massive dark gray, medium grained dolostone which weathers a brownish-gray. The unit is approximately 2,500 ft thick at Eureka, but the base at Bellview is not exposed, and has not been reached in drilling. At Bellview the dolostone is extensively silicified along structures and the contact with the overlying Secret Canyon shale strata. Forms bold silicified outcrops.

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Figure 9.2. Geologic map of Bellview property, summarized from Lanier (1999a).

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Raabe (2010b) reported that dioritic, fine-grained, equigranular to medium-grained, weakly porphyritic dikes are found throughout the property. Jones (1992), Lanier (1999a), and Renken (1983) described the main fault orientations at Bellview:

• North-northeast faults striking NA035 with apparent left lateral offset;
• NA000 to NA015 striking faults with normal offsets;
• NA325 striking faults with dip slip and oblique dextral normal displacement;
• East-west faults and shear zones of unspecified relative displacement.

Linear outcrops patterns of silicified Eldorado Dolomite suggest that north and northeast striking faults have locally controlled jasperoid formation.

Lanier (1999b) described the Bellview property as a complex of folded folds, with the elliptical exposure of the Eldorado Dolomite representing the core of a refolded, doubly plunging anticline. Lanier (1999c) mapped small-scale, broad folds or warps trending west-northwest and northeast throughout the property.

Raabe (2010b) reported that the Secret Canyon and overlying units on the east side of the Eldorado exposures strike mostly to the north and dip moderately to the east. Jones (1992) observed that northwest of the resource area, medium to thick-bedded limestones dip from between 37 and 62 degrees west and postulated an anticlinal fold in the center of the property area.

Raabe (2010b) proposed that the structural regime at Bellview represents the sliding of a detached sheet of shale-rich, plastically flowing, Middle Cambrian sediments over a corrugated basement of east-northeast trending rotated horsts and grabens where resistive, brittle fracturing Eldorado Dolomite highs forced upward warping and ramping of the overriding plate, back thrusting, and formation of tear faults along the margins of the Eldorado Dolomite highs.

9.4.4 Horsethief

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The Horsethief project is centered upon a narrow, northwest trending horst of dolostone and limestone strata exposed through an erosional window in overlying Tertiary volcanic strata (Canyon Resources, 1982). The window, or area of exposed carbonates, is approximately 4.7km long and 400 to 1300m wide (Figure 9.3) . The surrounding Tertiary volcanic rocks comprise ash flow tuffs, air fall tuffs, flows, flow breccias, lahars and waterlain tuffs and have been mapped by the NBMG as undifferentiated Tertiary volcanics. The carbonate strata have been interpreted as Upper Cambrian strata of the Dunderberg Shale (Tschanz and Pampeyan, 1970). Bedding of limestone and dolostone observed in outcrop dips gently to the northeast. An east-west trending zone of pervasive silicification of carbonate, mapped as jasperoid, covers an area of approximately 1,200 x 200m and was recognized by both the NBMG and Canyon Resources, and the latter mapped north-northwest trending shear zones cutting the carbonates and postulated an east-west high angle structure as a control of development of jasperoid. Igneous rocks are not exposed in outcrop but drill logs for rotary drillholes completed by Canyon Resources describe intercepts of altered felsic dikes.

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Figure 9.3. Geologic map of Horsethief property as mapped by Canyon Resources (Veek, 1984).

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10 DEPOSIT TYPES

The exploration targets recognized for the projects include both epithermal and mesothermal gold deposits of various types, all of which have known productive and economically important analogs in the region.

10.1 Blackrock, Argentite

The exploration targets recognized for the Blackrock and Argentite projects include epithermal gold deposits of either high sulfidation (referred to by some authors as acid sulfate or quartz alunite) or low sulfidation (referred to by some authors as quartz adularia) type, both of which have productive and economically important analogs in the region. Geologic characteristics observed at Blackrock are consistent with a low sulfidation system. The Argentite prospect may be prospective for either a low or a high sulfidation deposit.

Economically important low sulfidation epithermal gold systems in the Walker Lane include Aurora, Bullfrog, Comstock, Rawhide, Round Mountain, and Tonopah, Nevada and Bodie, California. The mineralization described for the mines and mining districts in this section is not necessarily indicative of the mineralization at the Blackrock and Argentite properties.

Low sulfidation deposits may be present as veins and/or disseminated deposits and hosted by intrusive, volcanic, and sedimentary rocks. Features common to such deposits (Buchanan, 1981; Hayba et al., 1985; Heald et al., 1987; Bonham, 1988; Berger and Henley, 1989; Albinson et al., 2001) include:

• Intermediate to felsic, calc-alkaline volcanic host rocks.
• Association with intrusive centers.
• Alteration mineral assemblages dominated by sericite, quartz, adularia, and chlorite.
• Variable Au:Ag ratios.
• Ore mineralogy characterized by argentite, tetrahedrite, tennantite, native silver, native gold, and base-metal sulfides.
• Vertical geochemical zoning, with well defined upper and lower elevation limits to economic mineralization, over vertical ranges of 200 to 700m.
• Open space filling vein textures.
• Quartz and carbonate gangue minerals.
• Ore and gangue mineral textures indicative of low temperature environments.

Economically important high sulfidation systems were formed in the Walker Lane at Borealis, Goldfields, and Paradise Peak, Nevada. The mineralization described for the mines and mining districts in this section is not necessarily indicative of the mineralization at the Blackrock and Argentite properties.

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High sulfidation gold-silver deposits may be present as veins and/or disseminated deposits. Some of the most intensely studied and described HS deposits include Summitville, Colorado (Stoffregen, 1987; Gray and Coolbaugh, 1994), Goldfield, Nevada (Ransome, 1909, Ashley, 1974; Vikre, 1989), Lepanto, Philippines (Hedenquist et al, 1998) and Julcani, Peru (Petersen et al. 1977; Deen et al. 1994). Based upon these studies and others, excellent compilations of general characteristics and genetic and empirical models have been presented by Hayba et al. (1985), Heald et al. (1987), Berger and Henley (1988) and Arribas (1995). General characteristics of high sulfidation deposits include:

• Located within plutonic-volcanic arcs.
• Associated with intermediate calc-alkaline rocks, often in dome complexes.
• Alteration mineral assemblages indicative of high temperature acidic hydrothermal fluids, including an advanced argillic assemblage characterized by one or more of pyrophyllite, alunite, dickite, kaolinite, and diaspore.
• Silicification and acid leaching of principal hydrothermal fluid conduits (forming the clichéd “vuggy silica” alteration).
• Presence of minerals indicative of high sulfidation states, principally the sulfosalt enargite or its low temperature polymorph luzonite.
• Economically important quantities of Au and/or Ag and/or Cu.
• Alteration zoning typified by a central zone of silica alteration flanked by a zone of advanced argillic alteration, which in turn is surrounded by illite dominated argillic alteration.

Genetic models proposed for high sulfidation systems call upon shallow emplacement of an oxidized calc-alkaline magma. As the magma crystallizes, a metal- and volatile-rich fluid phase exsolves, and at relatively low confining pressures will separate into a low salinity vapor and a hypersaline liquid. The vapor phase ascends and when absorbed into connate or meteoric waters, forms a high temperature, sulfate-rich, acidic hydrothermal fluid. As this hydrothermal fluid ascends and cools, acidity progressively increases, resulting in a vertical zonation where advanced argillic assemblages overly illite-dominated argillic assemblages. Neutralization and cooling of the fluid during lateral fluid flow repeats this zoning pattern, with proximal silicified and leached zones flanked first by advanced argillic alteration, and then by more distal illite dominated alteration. As the hydrothermal system evolves, younger, more reduced hydrothermal fluids, probably generated by interactions between ascending hypersaline magmatic fluid and meteoric water dominated convection cells, then transport and deposit metals (Au-Ag-Cu) along the same conduits utilized previously. Metals may be sourced directly from the magmatic fluids or leached from country rocks.

10.2 Bellview, Horsethief

The exploration target recognized for the Bellview and Horsethief projects is a Carlin-type deposit, here defined as a sedimentary rock hosted, structurally and lithologically controlled gold deposit of moderate to low temperature of formation.

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Divergent ideas for the formation of Carlin type deposits have been proposed ranging from a distal magmatic hydrothermal origin (Sillitoe and Bonham, 1990); to formation from hydrothermal fluids generated by regional metamorphic processes (Phillips and Powell, 1993); to an amagmatic origin related to regional fluid circulation due to crustal extension (Ilchik and Barton, 1997). Although the genesis of the Carlin deposits is a matter of dispute, the general characteristics of the deposits are not, and are summarized from Ilchik and Barton (1997) as follows:

• Metals contained in economically significant amounts are gold and silver.
• Other metals and elements present may include arsenic, antimony, barite and mercury.
• Host rocks are generally Paleozoic silty to massive limestones, dolostones, calcareous siltstones, and shales, with lesser amounts of ore hosted by interbedded mafic flows or crosscutting felsic dikes.
• Commonly occur at intersection of major normal faults with favorable stratigraphic units or thrust contacts.
• No clear association with intrusives although intermediate to felsic intrusions are present in many Carlin districts.
• Individual deposits or mineralized systems contain from 0.1M to 30M ounces gold.
• Associated hydrothermal alteration includes bedding controlled carbonate dissolution, structurally and stratigraphically controlled silica replacement (jasperoid formation), recrystallization of limestones and dolostones, and calcite veining peripheral to mineralized areas.
• Temperatures of formation ranging from 160 to 250 C under pressure of 300 to 800 bars.
• Ore and gangue mineral assemblage of quartz, illite, kaolinite, arsenian pyrite, arsenopyrite, stibnite, realgar, orpiment.
• Gold typically present as micron sized inclusions in pyrite.

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11 MINERALIZATION

11.1 Blackrock

At Blackrock a gold mineralized multistage quartz vein is exposed in outcrop. A small caved adit in the arroyo at the southern end of the vein outcrop is the only know historic mine working on the property. The vein outcrops have been mapped and sampled by previous operators and the southernmost section of the vein has been partially tested by reverse circulation drilling.

The data generated by previous operators supported the possibility of a bonanza lode target at Blackrock. Surface sampling of the vein by previous operators reportedly confirmed a 1,300 meter strike length over which the vein and/or silicified wall rock discontinuously crops out (Figure 11.1) . Sampling of the vein yielded anomalous to potentially ore grade gold concentrations over significant true widths of as much 6.1m @ 6.5 gpt Au. The historic rock chip assay data has not been independently confirmed by the author but was obtained by exploration groups and personnel known to the author and believed to be credible. The author conducted independent sampling of the vein and altered wallrock and confirmed that the both vein and the silicified footwall are gold and silver mineralized (Table 11.1) . The author’s sampling of the vein and wallrock yielded anomalous results with a minimum gold assay of 0.12 ppm Au from silicified andesite and a maximum gold assay of 1.6 ppm Au across a 3m width of the vein. The author’s sample of vein fragments from the dump at the adit at the south end of the vein yielded 0.35 ppm gold and 228 ppm silver.

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Figure 11.1. Map of Blackrock vein showing rock chip sample gold assay data.

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Table 11.1. Sample descriptions and assay data for Blackrock project rock samples collected by M Gray.

The only known drill testing of the project was conducted in 2001 by Western Exploration and in 2008 by New Dimension Resources, a publically traded Canadian exploration company. All drilling was concentrated on the southern end of the exposed vein (Figure 11.2, Table 11.2) . The 2008 drilling tested a 400m strike length of the Blackrock vein at depths of less than 100m. The vein was reported to have been intersected in every drillhole and each drillhole yielded wide, low grade gold intercepts, which were reported to include 38.1m @ 0.64 gpt in drillhole BR08-06 and 70.1m @ 0.21 gpt Au in drillhole BR08-03. The highest grade intercept was 1.5m @ 6.5 gpt Au. New Dimension Resources stated that these drill assay results were consistent with the required disclosure rules outlined in NI43-101. Drill intercepts are summarized as Table 11.3. The author has not reviewed the original drill logs nor assay certificates thus cannot comment on the accuracy of the reported drill results. The drill hole assay data were obtained from sources believed to be reliable but cannot be verified and the 2008 drillhole data has not been independently confirmed by the author.

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Figure 11.2. Map of Blackrock vein showing historic drillhole locations.

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Table 11.2. Blackrock historic drillhole collar locations.

Drillhole	UTM E NAD27	UTM E NAD27	Elevation	TD	Azimuth	Inclination	Date
BR08-01	287958	4342665	6826'	280'	N51W	-60	6-Mar-08
BR08-02	287955	4342666	6826'	250'	N84W	-45	7-Mar-08
BR08-03	287983	4342725	6836'	300'	N10W	-70	8-Mar-08
BR08-04	288036	4342785	6834'	320'	N45W	-70	9-Mar-08
BR08-05	287851	4342514	6735'	200'	N10W	-70	10-Mar-08
BR08-06	287924	4342637	6816'	200'	S45W	-45	11-Mar-08
BR08-07	287923	4342636	6816'	170'	N40W	-60	12-Mar-08
BR08-08	287949	4342633	6811'	290'	N70W	-60	13-Mar-08
BR08-09	287949	4342633	6811'	360'	0	-90	14-Mar-08
BR08-10	288068	4342802	6817'	330'	N4W	-60	15-Mar-08
BR08-11	287856	4342449	6646'	130'	N75W	-45	15-Mar-08
BR08-12	287854	4342447	6646'	180'	N14E	-60	16-Mar-08

Table 11.3. Gold intercept summary for historic drillholes at Blackrock.

Drillhole	From m	To m	Interval m	Au ppm
BR08-01	36.6	67.1	30.5	0.218
BR08-02	27.4	50.3	22.9	0.234
BR08-03	9.1	79.2	70.1	0.206
BR08-04	25.9	39.6	13.7	0.333
BR08-04	59.4	91.4	32.0	0.300
BR08-05	0.0	29.0	29.0	0.185
BR08-06	22.9	61.0	38.1	0.644
BR08-07	16.8	45.7	29.0	0.499
BR08-08	33.5	64.0	30.5	0.221
BR08-09	68.6	89.9	21.3	0.221
BR08-09	96.0	106.7	10.7	0.788
BR08-10	48.8	100.6	51.8	0.210
BR08-11	16.8	30.5	13.7	0.229
BR08-12	27.4	54.9	27.4	0.473
NC-1	96.0	112.8	16.8	0.319
NC-1	248.4	274.3	25.9	0.186
NC-2	59.4	77.7	18.3	0.389
NC-2	88.4	100.6	12.2	0.209
NC-3	44.2	62.5	18.3	0.261

It is the author’s opinion that although the 2008 drilling failed to define an economic resource it yielded results of exploration significance. The reported drill data demonstrated:

1. Continuity of the mineralized vein along strike and dip.

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2.	Increasing vein widths at depth and to the north, as shown in Figure 11.3, a preliminary 3D model of the vein created by Bridgeport using the historic drill data.
3.	Multiple mineralized zones, interpreted as parallel vein structures.
4.	Possible increase of grade with depth (drillhole BR08-09).

Figure 11.3. 3D longitudinal section of southern 400m of Blackrock vein showing mineralized drill intercepts, view looking northwest.

Field inspection of the area by the author of this report was completed on 14 and 20 October 2010, and was sufficient to confirm a 1,000m strike length of the vein, with true widths locally exceeding 15 meters (Figure 11.4) . The vein is multiphase, comprised of fine white and tan sugary crystalline silica crosscut by white sugary and chalcedonic quartz veinlets, often with an angular breccia texture (Figures 11.5 and 11.6) . The author sampled vein material and silicified footwall host rock and confirmed that both the vein and the silicified wallrock locally contain elevated gold contents. Sample descriptions and gold assays are summarized in Table 11.1 and complete assay data is presented in Appendix B. The outcrop, surface rock chip assays, and drillhole data validate a high grade “bonanza vein” target at the Blackrock prospect, exploitable by underground methods, analogous to the productive veins of the Comstock district. The potential to host a bulk minable near surface deposit is low, but not precluded by the data.

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Figure 11.4. Photo of Blackrock vein, looking southwest down strike.

Figure 11.5. Photo of sample site I223001 (1.6 gpt Au), Blackrock vein, looking southwest.

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Figure 11.6. Photo of quartz cemented silicified breccia in Blackrock vein at site I223001 (1.6 gpt Au).

11.2 Argentite

A gold mineralized high angle silicified structural zone is exposed in Argentite Canyon and has been the focus of historic artisanal scale mining. The mineralized zone is characterized by pervasive silicification and quartz veining and in places comprises a quartz cemented silicified breccia. An adit with no more than 50m of combined drifting and a few small prospect pits are the only known historic mines or exploration workings at the project (Figure 11.7) . Brecciation and silicification of the structural zones is intense and iron oxide staining varies from nil to intense (Figures 11.8 and 11.9) . Alteration and mineralization are confined to structurally broken zones. The host rock latites are not visibly altered or mineralized peripheral to the structural zones.

Figure 11.7. Photo of adit in tributary arroyo to Argentite Canyon on developed on high grade silicified zone.

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Figure 11.8. Photo of intensely Fe-oxide stained and brecciated latite volcanic (?) at adit
entrance, sample site I223011 (select sample of vein fragments, 17.6 gpt Au).

Figure 11.9. Photo of silicified breccia zone, sample site I223010 (1.9 gpt Au).

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Work by previous project operators Camnor (Northair Group), Cordex Exploration, and Fronteer Gold partially tested the epithermal gold system exposed in Argentite Canyon and identified hot spring sinter deposits that crop out at elevations 140 m above the canyon floor. Rock chip samples of the silicified zone exposed in the adit were reported by Camnor Resources to yield as much as a 17m width assaying greater than 3.7 gpt Au. Samples collected from silicified and brecciated outcrops in Argentite Canyon were reported to yield as much as 3.3 gpt Au. The sinters were reported to contain geochemically anomalous concentrations of Au, As, Sb, and Hg.

The historic rock chip assay data has not been independently confirmed by the author but was obtained by exploration groups and personnel known to the author and believed to be credible. The author conducted independent sampling of the silicified zones exposed in Argentite Canyon and of the sinters cropping out above the canyon on the east side. The results verify that the silicified structural zones contain significant gold concentrations and that the sinters are geochemically anomalous (Table 11.4) . The author’s samples across the silicified breccias zones exposed in Argentite Canyon yielded as much as 1.9 gpt Au over a width of 1.5m. The author’s sample of quartz vein material from the dump at the adit yielded 17.6 gpt Au and his samples of the sinter returned assays of 0.03 gpt Au and as much as 286 ppm Sb. In cases where samples were collected at a sample site marked from prior sampling by Fronteer, gold assays matched those reported by Fronteer.

Cordex is known to have drilled exploration boreholes in Argentite Canyon but the author does not have access to the drill data. Drilling by Camnor in 1997 was reported to have returned significant widths of gold mineralized quartz veined zones hosted in Tertiary volcanic strata, with intercepts of as much as 45.7m @ 1.2 gpt Au reported in public press releases (Figures 11.10 and 11.11) . The author has not reviewed the original drill logs nor assay certificates thus cannot comment on the accuracy of the reported drill results. The drill hole assay data were obtained from sources believed to be reliable but cannot be verified and the Camnor drillhole data has not been independently confirmed by the author. Both Camnor and Cordex interpreted east-striking structures as controls of the gold mineralization exposed in Argentite Canyon.

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Table 11.4. Sample descriptions and assay data for Argentite project rock samples collected by M Gray.

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Figure 11.10. Drillhole map and summary of drill intercepts from public press release by Camnor Resources, 1997.

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Figure 11.11. Drillhole section and summary of drill intercepts from public press release by Camnor Resources, 1997.

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During the field review mineralized zones exposed in Argentite Canyon and hydrothermal silica sinter outcrops on the east side of the canyon were visited. High angle silicified and quartz veined zones were observed in the canyon bottom (Figure 11.12), and low temperature chalcedonic silica replacement deposits and sinters were seen 140 m above the canyon floor on the east side. The sinters comprise bedded laminated sinter (Figure 11.13), low temperature chalcedonic silica replacement of sediments possibly deposited contemporaneously with the sinters, and sinter cemented sinter breccias (Figure 11.14) . Accumulated thicknesses of as much as 15 m of sinter and related high level silicified sediments were observed at elevations of 7880 feet. Geologic mapping by Cordex indicates that the sinters crop out for at least 2,500 feet along a northwest trend (Figure 11.15) .

Figure 11.12. Photo of silicified rib exposed in Argentite Canyon, view looking northeast down strike of structure. M Gray sample site I223012 (0.93 gpt Au).

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Figure 11.13. Photo of chalcedonic replacement silica and sinter, sample site I223014 (0.03 gpt Au, 245 ppm Sb).

Figure 11.14. Photo of sinter breccia, sample site I223016 (0.03 gpt Au, 222 ppm Sb)

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Figure 11.15. Map of faults and sinters mapped by Cordex showing Fronteer and M Gray rock chip sample assay data.

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11.3 Bellview

The Bellview project hosts gold mineralized jasperoids and auriferous argillized, silicified, and quartz veined sedimentary strata. Historic mine and exploration workings are comprised of shallow prospect cuts in areas of boldly outcropping silicified dolostone or jasperoid. No metal production is reported from the property. Initial exploration interest in the property was focused on a gold bearing, jasperoid replaced, carbonate unit, the Cambrian Eldorado Dolomite. Subsequently it was observed that the overlying silty sedimentary strata at the base of the Cambrian Secret Canyon Formation were mineralized and hosted significant gold concentrations. Two areas of outcropping jasperoid are present (Figure 11.16):

1.

A large continuous area of jasperoid replaced Eldorado Dolomite exposed in the low hills on the west flank of the Ruby Mountains, beginning at Buck Spring and roughly bounded by Walker Canyon to the north and bounded to the south by the southwest-draining unnamed arroyo located immediately south of Water Canyon. The historic resource was discovered in the northern portion of this jasperoid zone in the Secret Canyon shales immediately overlying the jasperoid. The area including the northernmost jasperoid is herein referred to as the “resource zone”.

2.

A 400 x 200m area of jasperoid replaced Secret Canyon silty strata located in Cherry Springs Canyon at approximately 7,000 feet elevation, herein referred to as the “Cherry Springs zone”.

Gold concentrations are localized by both structural and stratigraphic features. Linear zones of jasperoid development in the Eldorado Dolomite and overlying strata are interpreted as high angle faults that allowed migration of mineralizing fluids into the strata of the lower Secret Canyon Formation. Within the Secret Canyon formation, hydrothermal fluids selectively mineralized the basal silty and shaly strata. The jasperoid replaced Eldorado Dolomite forms massive hill capping outcrops (Figure 11.17) and linear rib like outcrops. The jasperoid is crosscut by sugary quartz veins. NA010 steeply west dipping veinlet sets were observed (Figure 11.18) . The mineralized Secret Canyon shale is recessively weathering and is poorly exposed as subcrop and float boulders in the resource area, where it is observed as a drusy and chalcedonic quartz cemented clast supported angular breccia with clasts of variably silicified red-brown Fe-oxide stained siltstone (Figure 11.19) . Structural controls to alteration and gold mineralization are observed in Cherry Springs Canyon and on the hills to the north. In Cherry Springs Canyon, NA015 steeply east dipping sheeted quartz veins cut siltstone of the Secret Canyon Formation (Figure 11.20) and north of Cherry Springs Canyon a northeast striking structurally controlled zone of brecciation, quartz veining, and variable pervasive silicification cuts the Dunderberg Shales (Figure 11.21) .

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Figure 11.16. Map of jasperoid outcrops and rock chip gold assays.

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Figure 11.17. Photo of jasperoid replaced Eldorado Dolomite capping low hills in foreground, view looking southeast.

     Figure 11.18. Photo of jasperoid replaced Eldorado Dolomite with NA010 steeply west dipping (to left in photo)
structural fabric defined by joints and crosscutting quartz veinlets.
Sample site I223034 (0.025 ppm Au).

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Figure 11.19. Photo of quartz cemented brecciated Secret Canyon shale, sample I223032 on left (0.753 ppm Au), sample I223033 (0.641 ppm Au) on right.

Figure 11.20. Photo of sheeted NA015 steeply east dipping quartz veins cutting siltstone in Cherry Springs Canyon, sample site I223027 (0.050 ppm Au).

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Figure 11.21. Photo of northeast striking tabular brecciated and variably silicified and quartz veined zone in Dunderberg Shale. Sample site I223029 (0.182 ppm Au).

Sampling of the jasperoids and quartz veined and silicified zones by previous operators is reported to have identified geochemically anomalous gold, arsenic, and mercury concentrations, principally within the jasperoid in and near the resource zone, and lesser anomalies were reported from the Cherry Springs area. The historic rock chip assay data has not been independently confirmed by the author but was obtained by exploration groups and personnel known to the author and believed to be credible. The author and RGM senior geologist Roman Solis conducted independent sampling of the jasperoids and silicified and quartz veined outcrops and confirmed that they are anomalously gold, arsenic, and antimony mineralized (Table 11.5) . Samples of jasperoid replaced Eldorado Dolomite in the resource area yielded as much as 1.26 gpt Au. Samples of subcrop and float of the mineralized Secret Canyon shale collected in the resource area assayed up to 0.75 ppm Au (Figure 11.19) . Silicified and quartz veined Dunderberg Shale north of Cherry Springs Canyon assayed 0.18 ppm Au (Figure 11.21) and stockwork veined Secret Canyon Shale in Cherry Springs Canyon returned up to 0.15 ppm Au. Where independent samples were collected at sites previously sampled by Fronteer, assays confirmed the previously reported results.

During the last 30 years the property has been explored and drill tested by several operators. Geologic mapping, geochemical sampling, geophysical surveys, and several drilling programs have been completed (Table 8.3) . Raabe (2008b) reported that a total of 225 exploration drillholes have been completed at the property (Figure 11.22, Table 11.6) .

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Table 11.5. Sample descriptions and assay data for Bellview project rock samples collected by M Gray and R Solis.

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Figure 11.22. Historic drillhole location map, Bellview project.

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Table 11.6. Historic drill programs, Bellview prospect.

Company	Year	Drillholes	Assays Availabl e	Comment
Lyle Campbell	1980’s (?)	20 drillholes	No	Drilled at what are now Fronteer’s Skylark claims, no data available.
Artic Precious Metals	1980 to 1985	95 rotary and reverse circulation drillholes totaling 4,741m.	Yes	Defined geologic resource of ~500,000 tons @ 0.034 opt Au. NOT CSA NI43- 101 COMPLIANT.
Silver State Mining	1986	10 drillholes totaling 336 m	Yes	Infill drilling within resource area.
Teck	1987 to 1991	68 reverse circulation drillholes totaling 3,240m	Yes	Mostly infill drilling within resource area. Calculated resource of 1.12M tons @ 0.031 opt Au (~34,000 ounces). NOT CSA NI43-101 COMPLIANT.
Western States Minerals	1991 to 1999	26 reverse circulation drillholes totaling 3,598m	Yes
Homestake	1996	6 reverse circulation drillholes totaling 864m	Yes	Tested geophysical and conceptual targets.

The most significant work is that of Teck Resources in the period 1987 to 1991, when Teck drilled a gold resource estimated to contain 1,120,000 tons of ore grading 0.031 opt Au, using a 0.015 opt cutoff, for a total of 34,720 contained ounces of gold. Insufficient information is available regarding the procedures used to create the historic resource estimate to determine if it is compliant with the protocols set forth by CSA NI43-101. The resource estimate has not been independently verified. The author has not reviewed the original drill logs, assay certificates, or resource model thus cannot comment on the accuracy of the reported drill results or resource estimate. The data were obtained from sources believed to be reliable but cannot be verified and the historical drillhole data and resource estimate has not been independently confirmed by the author thus should not be used in economic assessments of the project’s value.

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The mineralization was reported to be contained within the lowermost strata of the Secret Canyon Shale, immediately above the contact with the underlying jasperoid replaced Eldorado Dolomite. Lyle Campbell is reported to have drilled 20 reverse circulation drillholes in the Cherry Springs jasperoid area in the 1980’s. All that is known to the author about these drillholes is that they were vertical and ranged from 125 to 465 feet in depth, with most less than 300 feet. Assay data is not available for these drillholes. Historic drillhole intercepts as summarized by Raabe (2010b) are presented in Table 11.7. Drillhole collar locations are presented as Appendix C.

Table 11.7 Table of historic Bellview drillhole intercepts.

Hole No.	Company	Date	Location	Angle	T .D. (ft)	Gold Intercept (ft @ opt Au)	Interval (from-to, ft)	Comments
DH01	Arctic	1981	Main Resource	-90	200	30’@ 0.027	125’-155’
DH02	Arctic	1981	Main Resource	-90	200	5’@ 0.018	210’-215’
DH03	Arctic	1981	Main Resource	-90	35			Lost Hole
DH04	Arctic	1981	Main Resource	-90	60	5’@ 0.023	10’-15’
DH05	Arctic	1981	Main Resource	-90	70
DH06	Arctic	1981	Main Resource	-90	95
DH07	Arctic	1981	Main Resource	-90	40			Not Assayed
DH08	Arctic	1981	Main Resource	-90	40			Not Assayed
DH09	Arctic	1981	Main Resource	-90	65
DH10	Arctic	1981	Main Resource	-90	65	5’@ 0.018	20’-25’	25’-65’ No Return
DH11	Arctic	1981	Main Resource	-90	30	25’@ 0.065	5’-30’
						Incl 5’@ 0.116	10’-15’
DH12	Arctic	1981	Main Resource	-90	45	45’@ 0.028	0’-45’
DH13	Arctic	1981	Main Resource	-90	45	35’@ 0.021	10’-45’
DH14	Arctic	1981	Main Resource	-90	205	45’@ 0.033	25’-70’
DH15	Arctic	1981	Main Resource	-90	225	20’@ 0.030	0’-20’
DH16	Arctic	1981	Main Resource	-90	265	5’@ 0.013	0’-5’
DH19	Arctic	1981	Main Resource	-90	80	10’@ 0.051	50’-60’
DH20	Arctic	1981	Main Resource	-90	100	30’@ 0.012	0’-30’
DH21	Arctic	1981	Main Resource	-90	100

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 67 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

DH22	Arctic	1981	Main Resource	-90	180
DH24	Arctic	1981	Main Resource	-90	500
DH29	Arctic	1981	Middle Hill East Side	-90	285
DH30	Arctic	1981	Middle Hill East Side	-90	165
DH31	Arctic	1981	Middle Hill	-90	400
DH33	Arctic	1981	Middle Hill West Side	-90	300			120-TD Not Assayed
DH34	Arctic	1981	Middle Hill West Side	-90	205	10’@ 0.064	25’-35’
						Incl 5’@ 0.104	25’-30’
						5’ @ 0.011	45’-50’
DH39	Arctic	1981	South Hill West Side	-90	365
DH48	Arctic	1981	South Hill East Side	-90	105
DH49	Arctic	1981	South Hill East Side	-90	85	5’@ 0.011	5’-10’
DH51	Arctic	1981	South Hill South Side	-90	65	5’@ 0.011	5’-10’
DH54	Arctic	1981	South Hill West Side	-90	310			245-TD No Return
DH58	Arctic	1981	South Hill South Side	-90	425
DH59	Arctic	1981	Main Resource	-90	45
DH60	Arctic	1981	Main Resource	-90	320
DH61	Arctic	1981	Main Resource	-90	205
DH62	Arctic	1981	Main Resource	-90	155			135-TD No Return
DH64	Arctic	1981	Main Resource	-90	310	5’@ 0.016	260’-265’
DH65	Arctic	1981	South Hill West Side	-90	160
DH66	Arctic	1981	South Hill West Side	-90	285
DH69	Arctic	1981	Main Resource	-90	105	25’@ 0.030	70’-95’
DH70	Arctic	1981	Main Resource	-90	605
DH72	Arctic	1981	Main Resource	-90	605
DH73	Arctic	1981	Main Resource	-90	565
DH75	Arctic	1981	Main Resource N	-90	805
DH84	Arctic	1981	Main Resource W	-90	115

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 68 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8302	Arctic	1983	Main Resource	-90	217
BV8303	Arctic	1983	Main Resource	-90	152	5’@ 0.015	15’-20’
BV8304	Arctic	1983	Main Resource	-90	20
BV8305	Arctic	1983	Main Resource	-90	227
BV8306	Arctic	1983	Middle Hill West Side?	-90	132			Location? Assays?
BV8308	Arctic	1983	Middle Hill West Side	-90	247
BV8309	Arctic	1983	Middle Hill West Side	-90	187	5’@ 0.021	165’-170’
BV8310	Arctic	1983	Main Resource N	-90	187
BV8311	Arctic	1983	Middle Hill West Side	-90	187
BV8312	Arctic	1983	Middle Hill West Side	-90	147
BV8313	Arctic	1983	Middle Hill West Side	-90	92
BV8314	Arctic	1983	Main Resource	-90	30	25’@ 0.020	5’-30’
BV8315	Arctic	1983	Main Resource	-90	30
BV8316	Arctic	1983	Main Resource	-90	145	10’@ 0.018	0’-10’
						10’@ 0.013	20’-30’
						5’ @ 0.012	40’-45’
BV8317	Arctic	1983	Main Resource	-90	97
BV8320	Arctic	1983	Middle Hill West Side	-90	107	5’@ 0.021	60’-65’
BV8321	Arctic	1983	Middle Hill West Side	-90	127	20’@ 0.015	50’-70’
BV8322	Arctic	1983	Middle Hill West Side	-90	147	30’@ 0.017	60’-90’
BV8323	Arctic	1983	South Hill East Side	-90	147			Terminated due to caving
BV8401	Arctic	1984	Middle Hill West Side	-45	100	5’@ 0.064	50’-55’
						5’@ 0.016	60’-65’
BV8402	Arctic	1984	Middle Hill West Side	-90	100
BV8403	Arctic	1984	Middle Hill West Side	-60	100
BV8404	Arctic	1984	Main Resource	-45	100	25’@ 0.014	65’-90’
BV8405	Arctic	1984	Main Resource	-45	100	5’@ 0.010	10’-15’
BV8406	Arctic	1984	Main Resource	-45	100

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 69 of 134

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Projects, Nevada, USA

BV8407	Arctic	1984	Main Resource	-45	50
BV8408	Arctic	1984	Main Resource	-60	100	5’@ 0.012	50’-55’
BV8409	Arctic	1984	Main Resource	-48	100
BV8410	Arctic	1984	Main Resource	-45	90
BV8411	Arctic	1984	Main Resource	-90	100
BV8412	Arctic	1984	Main Resource	-90	100	5’@ 0.025	5’-10’
BV8413	Arctic	1984	Main Resource	-90	35	20’@ 0.042	0’-20’
BV8414	Arctic	1984	Main Resource	-90	100
BV8415	Arctic	1984	Main Resource	-60	70	30’@ 0.066	0’-30’
						Incl 10’@ 0.145	5’-15’
BV8416	Arctic	1984	Main Resource	-90	100	5’@ 0.015	0’-5’
						5’ @ 0.013	60’-65’
						25’ @ 0.012	75’-100’
BV8417	Arctic	1984	Main Resource	-90	145	5’@ 0.015	0’-5’
						10’ @ 0.014	10’-20’
						70’ @ 0.026	30’-100’
BV8418	Arctic	1984	Main Resource	-60	100	5’@ 0.014	0’-5’
						20’ @ 0.019	15’-35’
BV8419	Arctic	1984	Main Resource	-60	100	10’@ 0.015	0’-10’
						20’ @ 0.031	20’-40’
BV8420	Arctic	1984	Main Resource	-90	35	15’@ 0.068	0’-15’	15-25’ No Return
						5’ @ 0.015	25’-30’
BV8421	Arctic	1984	Main Resource	-90	100	30’@ 0.021	10’-40’
BV8422	Arctic	1984	Main Resource	-90	100	20’@ 0.026	20’-40’
BV8423	Arctic	1984	Main Resource	-90	100	25’@ 0.042	35’-60’
BV8424	Arctic	1984	Main Resource	-60	100	5’@ 0.013	0’-5’
						5’ @ 0.013	10’-15’
						5’ @ 0.014	50’-55’
						5’@ 0.013	65’-70’
						5’@ 0.010	90’-95’

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 70 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8425	Arctic	1984	Main Resource	-60	145	5’@ 0.012	35’-40’
						5’ @ 0.012	55’-60’
BV8426	Arctic	1984	Main Resource	-45	140	15’@ 0.022	125’-140’	Terminated due to lack of steel.
BV8427	Arctic	1984	Middle Hill East Side	-45	100
BV8428	Arctic	1984	Middle Hill East Side	-45	100	10’@ 0.010	25’-35’
BV8429	Arctic	1984	South Hill West Side	-45	100
BV8430	Arctic	1984	South Hill West Side	-60	100	5’@ 0.034	95’-100’
BV8431	Arctic	1984	South Hill West Side	-60	100	5’@ 0.020	55’-60’
						15’@ 0.024	75’-90’
DB01	Silver State	1986	Main Resource	-90	115	5’@ 0.051	95’-100’
						5’@ 0.037	110’-115’
DB02	Silver State	1986	Main Resource	-90	200
DB03	Silver State	1986	Main Resource	-90	220
DB04	Silver State	1986	Main Resource	-90	185	90’@ 0.031	95’-185’
DB05	Silver State	1986	Main Resource	-90	130	5’@ 0.010	65’-70’
DB06	Silver State	1986	Main Resource	-90	75	30’@ 0.213	0’-30’
						Incl 5’@ 0.254	0’-5’
						Incl 5’@ 0.658	10’-15’
DB07	Silver State	1986	Main Resource	-90	35	15’@ 0.063	5’-20’
						Incl 5’@ 0.131	10’-15’
DB08	Silver State	1986	Main Resource	-90	100	15’@ 0.061	0’-15’
DB09	Silver State	1986	Main Resource	-90	20	5’@ 0.011	10’-15’
DB10	Silver State	1986	Main Resource	-90	25	25’@ 0.056	0’-25’
BV8801	Teck	1988	South Hill West Side	-90	300
BV8802	Teck	1988	South Hill West Side	-90	200	10’@ 0.025	140’-150’	40-140, 150-200 Not Available
BV8803	Teck	1988	East of Main Resource	-90	260			0-80, 85- 160, 165- 270 Not Available

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 71 of 134

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Projects, Nevada, USA

BV8804	Teck	1988	East of Main Resource	-90	260			0-40, 45- 100, 105- 260 Not Available
BV8805	Teck	1988	Main Resource	-90	240	30’@ 0.079	50’-80’
						Incl 20’@ 0.112	50’-70’
BV8806	Teck	1988	Main Resource	-90	160	15’@ 0.043	10’-25’
BV8807	Teck	1988	Main Resource	-90	100	50’@ 0.049	0’-50’
						Incl 5’@ 0.171	15’-20’
BV8808	Teck	1988	Middle Hill West Side	-90	140			0-30, 35- 75, 80-140 Not Available
BV8809	Teck	1988	Middle Hill West Side	-90	160			0-95, 100- 135, 140- 160 Not Avail.
BV8810	Teck	1988	Middle Hill West Side	-90	130	5’@ 0.016	110’-115’	0-105, 115- 125 Not Available
BV8811	Teck	1988	Middle Hill West Side	-90	120	5’@ 0.010	75’-80’	0-30, 35- 70, 80-120 Not Available
BV8812	Teck	1988	South Hill South End	-90	120			0-5, 10-70, 75-165 Not Available
BV8813	Teck	1988	Main Resource	-90	145	15’@ 0.067	35’-50’
						Incl 5’@ 0.102	40’-45’
BV8814	Teck	1988	Main Resource	-90	65	30’@ 0.085	0’-30’
						Incl 15’@ 0.147	10’-25’
BV8815	Teck	1988	Main Resource	-90	60	15’@ 0.026	15’-30’
BV8816	Teck	1988	Main Resource	-90	85	35’@ 0.039	0’-35’
						5’@ 0.080	65’-70’
BV8917	Teck	1989	Main Resource	-90	220
BV8918	Teck	1989	Main Resource	-90	100	25’@ 0.012	40’-65’
						5’@ 0.025	70’-75’
BV8919	Teck	1989	Main Resource	-90	120	5’@ 0.011	60’-65’
BV8920	Teck	1989	Main Resource	-90	200	5’@ 0.010	105’-110’
						5’@ 0.010	115’-120’
						10’@ 0.014	130’-140’
BV8921	Teck	1989	Main Resource	-90	500

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 72 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8922	Teck	1989	Main Resource	-90	80
BV8923	Teck	1989	Main Resource	-90	80
BV8924	Teck	1989	Main Resource	-90	100
BV8925	Teck	1989	Main Resource	-90	100	5’@ 0.032	25’-30’
BV8926	Teck	1989	Main Resource	-90	100	25’@ 0.024	20’-45’
BV8927	Teck	1989	Main Resource	-90	180	10’@ 0.014	40’-50’
						10’@ 0.014	65’-75’
BV8928	Teck	1989	Main Resource	-90	140	45’@ 0.023	40’-85’
BV8929	Teck	1989	Main Resource	-90	140
BV8930	Teck	1989	Main Resource	-90	100	10’@ 0.018	40’-50’
BV8931	Teck	1989	Main Resource	-90	180	5’@ 0.032	65’-70’
						15’@ 0.067	85’-100’
BV8932	Teck	1989	Main Resource	-90	200	10’@ 0.069	75’-85’
						Incl 5’@ 0.126	80’-85’
						25’@ 0.028	95’-120’
						5’@ 0.017	135’-140’
BV8933	Teck	1989	Main Resource	-90	120	35’@ 0.065	60’-95’
						Incl 10’@ 0.100	60’-70’
BV8934	Teck	1989	Main Resource	-90	100	35’@ 0.048	35’-70’
						Incl 10’@ 0.109	35’-45’
BV8935	Teck	1989	Main Resource	-90	80	10’@ 0.010	20’-30’
BV8936	Teck	1989	Main Resource	-90	200	25’@ 0.024	80’-105’
BV8937	Teck	1989	Main Resource	-90	180	15’@ 0.032	55’-70’
BV8938	Teck	1989	Main Resource	-90	140	20’@ 0.027	65’-85’
BV8939	Teck	1989	Main Resource	-90	120
BV8940	Teck	1989	Main Resource	-90	120	15’@ 0.059	55’-70’
BV8941	Teck	1989	Main Resource	-90	240	10’@ 0.019	140’-150’
BV8942	Teck	1989	Main Resource	-90	100	30’@ 0.023	5’-35’
BV8943	Teck	1989	Main Resource	-90	620	5’@ 0.048	0’-5’
						5’@ 0.014	105’-110’

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 73 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

						5’@ 0.015	135’-140’
						5’@ 0.012	205’-210’
						5’@ 0.047	310’-315’
						10’@ 0.016	375’-385’
BV8944	Teck	1989	Main Resource	-90	120	25’@ 0.017	0’-25’
BV8945	Teck	1989	Main Resource	-90	180
BV8946	Teck	1989	Main Resource	-90	80	25’@ 0.047	0’-25’
						Incl 5’@ 0.106	5’-10’
BV8947	Teck	1989	Main Resource	-90	180	10’@ 0.012	40’-50’
						5’@ 0.019	90’-95’
BV8948	Teck	1989	Main Resource	-90	120	15’@ 0.143	35’-50’
						Incl 5’@ 0.291	40’-45’
BV8949	Teck	1989	Main Resource	-90	80	15’@ 0.024	25’-40’
BV8950	Teck	1989	Main Resource	-90	100	5’@ 0.010	45’-50’
BV8951	Teck	1989	Main Resource	-90	160	20’@ 0.054	100’-120’
						Incl 5’@ 0.106	105’-110’
BV8952	Teck	1989	Main Resource	-90	40
BV8953	Teck	1989	Main Resource	-90	60
BV8954	Teck	1989	Main Resource	-90	80	10’@ 0.023	0’-10’
BV8955	Teck	1989	Main Resource	-90	120	5’@ 0.036	5’-10’
BV8956	Teck	1989	Main Resource	-90	140	5’@ 0.016	25’-30’
BV8957	Teck	1989	Main Resource	-90	120
BV8958	Teck	1989	Main Resource	-90	140	5’@ 0.011	45’-50’
BV8959	Teck	1989	Main Resource	-90	100	15’@ 0.018	40’-55’
BV8960	Teck	1989	Main Resource	-90	80	20’@ 0.087	20’-40’
						Incl 10’@ 0.152	25’-35’
BV8961	Teck	1989	Main Resource	-90	200	30’@ 0.017	15’-45’
						5’@ 0.013	50’-55’
BV8962	Teck	1989	Main Resource	-90	100	5’@ 0.013	5’-10’
						5’@ 0.020	45’-50’
BV8963	Teck	1989	Main Resource	-90	160

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 74 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8964	Teck	1989	Main Resource	-90	280
BV8965	Teck	1989	Main Resource	-90	260	5’@ 0.013	175’-180’
BV8966	Teck	1989	Main Resource	-90	160
BV8967	Teck	1989	S. of Main	-90	240
BV8968	Teck	1989	Main Resource	-90	260	5’@ 0.011	145’-150’
BRC1	WSMC	1991	West Pediment	-90	405
BRC2	WSMC	1991	West Pediment	-90	405
BRC3	WSMC	1991	West Pediment	-90	600
93B01	WSMC	1993	Main Resource	-60	500	10’@ 0.023	0’-10’
						5’@ 0.024	20’-25’
93B02	WSMC	1993	N. of Main Resource	-90	800
93B03	WSMC	1993	Main Resource	-60	700	10’@ 0.031	55’-65’
93B04	WSMC	1993	N. of Main Resource	-90	785
93B05	WSMC	1993	Middle Hill East Side	-60	500	10’@ 0.019	140’-150’
93B06	WSMC	1993	South Hill West Side	-60	350	30’@ 0.025	165’-195’
93B06A	WSMC	1993	South Hill West Side	-60	130			Not Assayed
93B07	WSMC	1993	Main Resource	-60	600	10’@ 0.015	30’-40’
93B08	WSMC	1993	South Hill West Side	-60	300	5’@ 0.016	150’-155’
93B09	WSMC	1993	Main Resource	-60	700	10’@ 0.043	60’-70’
						5’@ 0.013	80’-85’
93B10	WSMC	1993	South Hill West Side	-60	700
93B11	WSMC	1993	Middle Hill East Side	-60	200
93B12	WSMC	1993	South Hill West Side	-60	250	5’@ 0.020	40’-45’
						5’@ 0.012	60’-65’
93B13	WSMC	1993	Middle Hill East Side	-60	500
93B14	WSMC	1993	South Hill West Side	-60	450
93B15	WSMC	1993	Middle Hill East Side	-60	200
93B17	WSMC	1993	Middle Hill East Side	-60	200
93B19	WSMC	1993	Middle Hill East Side	-60	680
93B21	WSMC	1993	South Hill East Side	-60	300

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 75 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

93B22	WSMC	1993	South Hill East Side	-60	150	5’@ 0.015	25’-30’
93B23	WSMC	1993	South Hill South Side	-60	600
B95001	WSMC	1995	?	-47	400		No Info
B95002	WSMC	1995	?	-45	400		No Info
VIEW1	Homestake	1996	Cherry Creek	-90	550
VIEW2	Homestake	1996	East of Main Resource	-90	585
VIEW3	Homestake	1996	West of Main Resource	-90	305
VIEW4	Homestake	1996	South Hill West Side	-90	415
VIEW5	Homestake	1996	South Hill South End	-90	625
VIEW6	Homestake	1996	South Hill West Side	-90	355
SKR-1	Lyle Campbell	?	Cherry Spring	-90	245		No Info
SKR-2	Lyle Campbell	?	Cherry Spring	-90	125		No Info
SKR-3	Lyle Campbell	?	Cherry Spring	-90	175		No Info
SKR-4	Lyle Campbell	?	Cherry Spring	-90	245		No Info
SKR-5	Lyle Campbell	?	Cherry Spring	-90	465		No Info
SKR-6	Lyle Campbell	?	Cherry Spring	-90	180		No Info
SKR-7	Lyle Campbell	?	Cherry Spring	-90	385		No Info
SKR-8	Lyle Campbell	?	Cherry Spring	-90	250		No Info
SKR-9	Lyle Campbell	?	Cherry Spring	-90	225		No Info
SKR-10	Lyle Campbell	?	Cherry Spring	-90	90		No Info
SKR-10A	Lyle Campbell	?	Cherry Spring	-90	145		No Info
SKR-11	Lyle Campbell	?	Cherry Spring	-90	245		No Info
SKR-12	Lyle Campbell	?	Cherry Spring	-90	145		No Info
SKR-13	Lyle Campbell	?	Cherry Spring	-90	250		No Info
SKR-14	Lyle Campbell	?	Cherry Spring	-90	60		No Info
SKR-15	Lyle Campbell	?	Cherry Spring	-90	260		No Info
SKR-16	Lyle Campbell	?	Cherry Spring	-90	260		No Info
SKR-17	Lyle Campbell	?	Cherry Spring	-90	75		No Info

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 76 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

SKR-17A	Lyle Campbell	?	Cherry Spring	-90	100	No Info
SKR-18	Lyle Campbell	?	Cherry Spring	-90	300	No Info

11.4 Horsethief

Mapping and sampling of the Horsethief property has identified a large area of variably gold mineralized jasperoid. The largest jasperoid body crops out over an area of roughly 900 x 150 meters and a smaller area of jasperoid crops out southeast of the main body (Figures 11.23 and 11.24) . Several small prospect cuts and shafts in the area of jasperoid outcrops are the only known mine or exploration workings at the project. A joint venture between Canyon Resources and Copper Range explored the property in the period 1981 to 1984. Rock chip assay data generated by the joint venture reportedly defined gold anomalies in jasperoid, which was subsequently the focus of exploration drilling. The joint venture is reported to have completed two drill campaigns comprising A total of 40 rotary drillholes and a total of 4,233 meters (Table 11.8) .

Figure 11.23. Photo of Horsethief jasperoid outcrops, view looking east down trend of jasperoid zone.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 77 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Figure 11.24. Horsethief project rock chip gold assay map.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 78 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Table 11.8. Drill collar summary, Canyon Resources Horsethief drill programs.

Drillhole	UTM E NAD83	UTM N NAD83	Elev (m)	Azimuth	Inclination	Total Depth (m)
HT-01	740,953	4,211,885	1,993	0	-90	93.0
HT-02	741,084	4,211,945	1,999	0	-90	93.0
HT-03	741,332	4,211,907	1,971	0	-90	153.9
HT-04	741,232	4,211,842	2,022	0	-90	123.4
HT-05	741,146	4,211,672	1,981	0	-90	93.0
HT-06	741,397	4,212,025	1,996	0	-90	77.7
HT-06A	741,425	4,212,086	1,990	0	-90	184.4
HT-07	741,436	4,212,129	1,992	0	-90	153.9
HT-08	741,739	4,212,002	1,974	0	-90	93.0
HT-09	741,697	4,211,899	1,980	0	-90	93.0
HT-09A	741,697	4,211,899	1,980	0	-90	93.0
HT-10	742,451	4,210,839	1,951	0	-90	153.9
HT-11	742,381	4,210,878	1,974	0	-90	123.4
HT-12	742,300	4,210,819	1,969	0	-90	93.0
HT-13	742,464	4,210,587	1,952	0	-90	93.0
HT-14	742,414	4,210,653	1,954	0	-90	39.6
HT-15	742,525	4,210,630	1,954	0	-90	93.0
HT-16	741,007	4,211,980	1,981	0	-90	82.3
HT-17	741,133	4,212,014	1,996	0	-90	74.7
HT-18	741,260	4,211,978	2,018	0	-90	50.3
HT-19	741,362	4,211,982	2,007	0	-90	51.8
HT-19A	741,365	4,211,977	2,007	0	-90	121.9
HT-20	741,380	4,211,818	2,024	0	-90	64.0
HT-21	741,536	4,212,045	1,988	0	-90	74.7
HT-22	741,691	4,212,046	1,977	0	-90	102.1
HT-23	742,672	4,210,804	1,897	0	-90	93.0
HT-24	742,583	4,210,805	1,902	0	-90	74.7
HT-25	742,510	4,210,793	1,931	0	-90	82.3
HT-26	742,443	4,210,714	1,945	0	-90	80.8
HT-27	742,437	4,210,652	1,954	0	-90	93.0
HT-28	742,476	4,210,643	1,954	0	-90	99.1
HT-29	742,450	4,210,551	1,942	0	-90	105.2
HT-30	742,530	4,210,583	1,954	0	-90	93.0
HT-31	741,298	4,211,975	2,018	0	-90	93.0
HT-32	740,880	4,212,082	1,990	0	-90	169.2
HT-33	740,990	4,212,058	1,972	0	-90	82.3
HT-34	741,113	4,212,171	1,981	0	-90	195.1
HT-35	741,274	4,212,046	2,006	0	-90	121.9
HT-36	741,974	4,211,712	1,975	0	-90	51.8
HT-37	741,177	4,212,115	1,981	0	-90	152.4
HT-38	742,632	4,210,954	1,887	0	-90	88.4
HT-39	742,721	4,210,916	1,879	0	-90	85.3
HT-40	742,428	4,210,596	1,954	0	-90	54.9

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Drillholes ranged from 39 to 195m depth, but were generally less than 100m. The drill campaigns identified a gold mineralized zone in jasperoid and a separate gold mineralized zone hosted in silty limestones. Gold mineralization was also reported from the basal portion of the volcanic units that overlie the limestones and dolostones. Significant mineralized intercepts of as much as 13.7m @ 1.2 gpt Au and 39.6m @ 0.79 gpt Au were reported (Table 11.9) . The author has not reviewed the original drill logs nor assay certificates thus cannot comment on the accuracy of the reported drill results. The drill hole assay data were obtained from sources believed to be reliable but cannot be verified and the Canyon Resources drillhole data has not been independently confirmed by the author. A grade-thickness plot of drillhole intercepts (Figure 11.25 and Table 11.9) demonstrates an east-west trend to the most intensely mineralized portion of the jasperoid, consistent with Canyon Resources’ interpretation of an east-west striking structural control to gold mineralization (Figure 11.26) .

Table 11.9. Summary of gold intercepts and grade x thickness data, Canyon Resources
Horsethief drill programs.

Drillhole	From (m)	To (m)	Interval (m)	ppm Au	Grade x thickness (ppm m)	Comments
HT-06	42.7	77.7	35.1	0.42	14.7	dh ends in intercept
HT-08	0.0	35.1	35.1	0.13	4.4
HT-15	18.3	32.0	13.7	1.22	16.7
HT-15	54.9	65.5	10.7	0.47	5.0
HT-16	6.1	22.9	16.8	0.22	3.7
HT-17	4.6	30.5	25.9	0.26	6.8
HT-17	70.1	74.7	4.6	0.61	2.8	dh ends in intercept
HT-18	0.0	39.6	39.6	0.79	31.3
HT-19	45.7	51.8	6.1	0.79	4.8	dh ends in intercept
HT-19A	51.8	76.2	24.4	0.16	4.0
HT-21	3.1	18.3	15.2	0.45	6.8
HT-22	13.7	48.8	35.1	0.15	5.2
HT-23	10.7	25.9	15.2	0.13	2.0
HT-28	61.0	91.4	30.5	0.10	3.0
HT-30	12.2	25.9	13.7	0.14	2.0
HT-30	83.8	93.0	9.1	0.15	1.4	dh ends in intercept
HT-31	16.8	53.3	36.6	0.26	9.4
HT-40	39.6	45.7	6.1	0.46	2.8

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Figure 11.25. Horsethief drillhole Au grade x thickness map.

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Figure 11.26. Drillhole cross section with interpretation by Canyon Resources (1984) of high angle, east-west structure controlling development of jasperoid.

The author and RGM senior geologist Roman Solis conducted independent sampling of the jasperoids and silicified or quartz veined outcrops and confirmed that they are anomalously gold, arsenic, and antimony mineralized (Table 11.10, Figure 11.27) . Samples of jasperoid replaced limestone in the northern jasperoid area yielded as much as 0.176 gpt Au. The jasperoid is not everywhere gold mineralized and some samples of jasperoid did not yield gold above the 5 ppb detection limit. The jasperoid is locally an angular breccia (Figure 11.28) and the color varies from brown to hematitic red. The samples of hematitic jasperoid collected by Gray and Solis all contained detectable gold whereas the brown colored jasperoid samples did not. No difference in degree of silicification was noted between the auriferous and barren jasperoids.

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Table 11.10. Sample descriptions and assay data for Horsethief project rock samples collected by M Gray and R Solis.

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Figure 11.27. Photo of gold mineralized jasperoid outcrop at Horsethief prospect. Sample site I223024, 0.115 ppm Au.

Figure 11.28. Photo of angular breccia texture in jasperoid outcrop at Horsethief prospect. Sample site I223021, <0.005 ppm Au.

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12 EXPLORATION

12.1 General

Bridgeport Ventures has not conducted any field based exploration on the properties which are the subject of this report, beyond the confirmatory visits and reconnaissance mapping and sampling completed by M Gray and R Solis of Resource Geosciences de Mexico, an independent technical services provider. Results of the mapping and sampling are discussed in Items 11 and 22 of this report. Bridgeport and the author of this report have had full access to digital databases and copies of project exploration files in the possession of Fronteer Gold.

Neither the author nor Bridgeport has access to original documents, maps, drillhole logs, drill cuttings, and assay certificates thus the author cannot comment on the accuracy of the reported exploration data. The data were obtained from sources believed to be reliable but cannot be verified and have not been independently confirmed by the author.

13 DRILLING

No drilling campaigns have been conducted on the properties by Bridgeport Ventures.

Previous operators are reported to have conducted exploration drilling at all four projects, as discussed in Items 8 and 11 of this report. Bridgeport and the author of this report have had full access to digital databases and copies of project exploration files in the possession of Fronteer Gold, however drillcore, drill cuttings, original drillhole logs, and original assay certificates for these historical drill programs are not available to the author nor to Bridgeport Ventures thus the author cannot comment on the accuracy of the reported drillhole data. The data were obtained from sources believed to be reliable but cannot be verified and have not been independently confirmed by the author.

.

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14 SAMPLING METHOD AND APPROACH

14.1 Sampling Method, Nature, and Spacing

14.1.1 Surface Rock Chip Samples

Concurrent with reconnaissance review of the Blackrock, Argentite, Bellview, and Horsethief projects, M Gray collected representative rock chip samples of distinct mineralized and altered zones. RGM Senior geologist R Solis assisted the author in reconnaissance visits and sampling at Horsethief and Bellview. Samples were collected from rock exposed in outcrop, prospects, and mine dumps. The objective of the sampling was to determine metal contents and geochemical characteristics of particular zones of interest, and to verify that the mineralized zones that were reported to contain gold were in fact auriferous. All samples were collected by the author or RGM senior geologist R Solis, and remained exclusively in the possession of the author until such time that they were delivered by the author to the ALS Chemex sample reception and preparation facility in Elko, Nevada.

Samples collected were representative grab samples, representative composite samples oriented perpendicular to the structural fabric of the feature of interest being sampled, and both select and random mine dump samples. All samples were collected by hand, using hardened steel geological hammers. Samples were placed in plastic or cloth sample bags and sealed. Sample weights varied from 2 to 4 kg. Sample spacing was variable, and was a function of exposure of mineralized or altered rock. Sample descriptions, location data, and multi-element assay data were captured in digital format and assay certificates are included as Appendix A of this report.

14.2 Recovery Factors

No factors were identified that materially impact the accuracy or reliability of the sample results. Surface rock chip samples were collected manually and recovery was 100%.

14.3 Sample Quality and Representativity

In the opinion of the author, samples collected are of high quality and representative of the mineralized areas being evaluated.

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Surface sample locations were selected to be representative of the geologic feature being investigated. Representative sample was collected by chipping and collecting rock along a line perpendicular to the orientation of the structure or feature being sampled. Industry standard methods and best professional judgment were used in collection of the rock chip samples, however, by nature, manually collected rock chip samples are of lesser quality than mechanically collected continuous samples (i.e. cored or cut samples). The surface rock chip samples are of sufficient quality and confidence to be used for preliminary assessments of the project’s mineral potential but were not designed to provide detailed or reliable information of true mineralized dimensions and grades.

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15 SAMPLE PREPARATION, ANALYSES, AND SECURITY

It is the author’s opinion that sample preparation, security, and analytical procedures used were adequate to insure the integrity and reliability of the sample data base.

15.1 Personnel

All samples were collected exclusively by M Gray or R Solis. Employees, officers, directors, or associates of Bridgeport were not involved in sample collection or preparation.

15.2 Bridgeport Resources Sampling Program

15.2.1 Sample Security/Chain of Custody

Geologic descriptions of the sample, including nature of the sample, length of sample, lithology, alteration, and mineralization, were captured in geologic field books. Samples were sealed in plastic or cloth sample bags with tie closures. Samples were stored in the author’s locked vehicle until such time that they were delivered directly by the author to the ALS Chemex sample reception facility in Elko, Nevada.

15.2.2 Sample Preparation by ALS Chemex

Analytical work was performed by ALS Chemex, an ISO 9001:2000 certified international provider of analytical services to mining and exploration companies. Sample preparation was conducted at the ALS Chemex facility in Elko, Nevada and analyses were completed at the ALS Chemex laboratory in Vancouver, British Columbia.

ALS Chemex reports the following preparation method: Each sample was dried and the entire sample was crushed to better than 70% passing a 2 mm (Tyler 10 mesh) screen. Using a riffle splitter, a split of up to 250 grams was taken and pulverized to better than 85% passing a 75 micron (Tyler 200 mesh) screen.

15.2.3 Analytical Techniques used by ALS Chemex

Gold content was first analyzed utilizing standard fire assay fusion, followed by atomic absorption analysis, of a 30 gram nominal sample weight (ALS Chemex procedure Au AA23), with a detection limit of 0.005 ppm and upper limit of 10 ppm.

All other elements listed below were analyzed utilizing four acid digestion ( HF-

^HNO3^-HClO4 ^{acid digestion and HCl leach) and Inductively Coupled Plasma -}

Atomic Emission Spectroscopy methods (ALS Chemex procedure ME-ICP61). The method and the detection and upper limits for each element are described in Table 15.1.

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Table 15.1. Element concentrations analyzed and analytical limits.

			Detection	Upper
	Element	Symbol	Limit	Limit
	Aluminum	Al	0.01%	25 %
	Antimony	Sb	5 ppm	1 %
	Arsenic	As	5 ppm	1 %
*	Barium	Ba	10 ppm	1 %
	Beryllium	Be	0.5 ppm	0.01 %
	Bismuth	Bi	2 ppm	1 %
	Cadmium	Cd	0.5 ppm	0.05 %
	Calcium	Ca	0.01%	25 %
*	Chromium	Cr	1 ppm	1 %
	Cobalt	Co	1 ppm	1 %
	Copper	Cu	1 ppm	1 %
	Iron	Fe	0.01%	25 %
	Lead	Pb	2 ppm	1 %
	Magnesium	Mg	0.01%	15 %
	Manganese	Mn	5 ppm	1 %
	Molybdenum	Mo	1 ppm	1 %
	Nickel	Ni	1 ppm	1 %
	Phosphorus	P	10 ppm	1 %
	Potassium	K	0.01%	10 %
	Silver	Ag	0.5 ppm	0.01 %
	Sodium	Na	0.01%	10 %
	Strontium	Sr	1 ppm	1 %
	Sulfur	S	0.01 %	10 %
*	Titanium	Ti	0.01%	10 %
*	Tungsten	W	10 ppm	1 %
	Vanadium	V	1 ppm	1%
	Zinc	Zn	2 ppm	1 %

*Elements for which the digestion is possibly incomplete.

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16 DATA VERIFICATION

16.1 Prior Exploration Campaigns

An extensive amount of exploration work has been completed on the Blackrock, Argentite, Bellview, and Horsethief properties, as discussed in Items 8 and 11 of this report. Nearly all of this work is historic in nature, and as such the reported results are not CSA NI43-101 compliant. Digital copies of data files from exploration programs conducted prior to Bridgeport’s involvement with the projects were reviewed by the author. Data includes geologic maps, drillhole logs, drill sample assays, surface rock chip assays, and geophysical studies. Original documents are not available, nor is drill core or witness samples from reverse circulation drilling. Much of the exploration work was completed decades ago, and reclamation of drill sites and the effects of time and weathering have combined to destroy monuments and physical evidence of drillhole and surface sample locations. The only data that could be directly verified by the author were geologic outcrop maps, some drillhole locations, and some outcrop rock chip sample assays, as discussed in Item 11 of this report.

Bridgeport has not yet commenced an exploration program at the projects beyond the work completed as part of this Technical Report, thus there is no prior data generated by Bridgeport to be verified.

16.2 Production Data

No significant historic production is reported from the Blackrock, Argentite, Horsethief, and Bellview projects. The tonnes and grades of ore extracted from the mine workings and dumps visited by the author cannot be reliably estimated or confirmed, but material produced probably does not exceed a few hundred tonnes from any of the properties.

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17 ADJACENT PROPERTIES

17.1 Blackrock

The Blackrock project is not contiguous with any historic or active mining or exploration property. The nearest mining properties of economic significance are the Como and Comstock districts, located 4km south and 20km northwest respectively.

17.2 Argentite

The Argentite project is not contiguous with any historic or active mining or exploration property. The nearest active mining property is the Mineral Ridge gold mine, located 13km to the east.

17.3 Bellview

The Bellview project is not contiguous with any historic or active mining or exploration property. The nearest active mining property is the Bald Mountain gold mine of Barrick Gold, located 13km to the south-southeast.

17.4 Horsethief

The Horsethief project is not contiguous with any historic or active mining or exploration property. The nearest mining property is the Pioche gold mining district, located 24km to the southwest.

18 METALLURGICAL TESTING

No metallurgical studies have been conducted by Bridgeport Ventures, nor is historical metallurgical data available for the properties.

19 MINERAL RESOURCE ESTIMATE

Data is insufficient to permit estimation of a mineral resource at any of the four properties.

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The historical resource estimate for the Bellview project is discussed in Items 8 and 11 of this report. Insufficient information is available regarding the procedures used to create the historic Bellview resource estimate to determine if it is compliant with the protocols set forth by CSA NI43-101. The resource estimate and has not been independently verified. The author has not reviewed the original drill logs, assay certificates, or resource model thus cannot comment on the accuracy of the reported drill results or resource estimate. The data were obtained from sources believed to be reliable but cannot be verified and the historical drillhole data and resource estimate has not been independently confirmed by the author thus should not be used in economic assessments of the project’s value.

20 OTHER RELEVANT DATA AND INFORMATION

To the best of the author’s knowledge, all relevant data has been presented in this report.

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21 INTERPRETATION AND CONCLUSIONS

Fronteer Gold made available for purchase by Bridgeport Ventures Inc. a property portfolio which includes the Blackrock, Argentite, Bellview, and Horsethief gold prospects in Nevada. These four projects represented an attractive opportunity for Bridgeport to quickly acquire a land position in a productive gold producing region and offered exposure to a variety of gold deposit types and project risk levels. Bridgeport purchased the Blackrock, Argentite, Bellview, and Horsethief properties on 16 November 2010. Prior to their purchase by Bridgeport, the author conducted field reviews of the properties including independent sampling and confirmation mapping. The projects are prioritized in terms of exploration potential and development priority follows:

1.	Blackrock, Lyon County.
		Volcanic rock hosted epithermal gold system, Walker Lane province.
		High priority target for high grade “bonanza vein” gold deposit minable by bulk underground methods.
		Lower probability of open pit target.
		Drill targets could be developed within weeks.
2.	Argentite, Esmeralda County.
		Volcanic rock hosted epithermal hot spring gold system, Walker Lane province.
		High priority target for both open pit and underground gold targets.
		Historic drilling supports model that untested sinter zones are underlain by potentially economic gold concentrations.
		No drill testing east of Argentite Canyon in area of outcropping sinter.
3.	Bellview, White Pine County.
		Carlin style gold deposit. Carlin-Alligator Ridge trend.
		High priority target on basis of geology, however priority reduced to moderate because of permitting issues related to US Forest Service land and incomplete land package.
		The permitting process for 10 drill sites has been initiated and permits are expected to be obtained in the fourth quarter of 2010. The permitted drill sites will allow testing of three targets developed by Fronteer Gold.
		The property is “drill ready” as soon as permits are obtained.
4.	Horsethief, Lincoln County.
		Sedimentary rock hosted epithermal or Carlin style gold system.
		Geology, geochemistry, and drill results support a target at stratigraphic levels below current outcrop or concealed by a veneer of post mineral volcanics.
		Will require geophysical surveys and drilling of blind targets under cover.

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Design of future exploration programs for all four projects is aided by the extensive historical exploration database compiled by Fronteer Gold. The Blackrock, Argentite, Bellview, and Horsethief projects all have been partly drill tested with positive exploration results, yielding information of benefit for future drilling programs. Additional exploration, including drill testing, is recommended for all four projects, as discussed in Item 22 of this report.

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22 RECOMMENDATIONS

22.1 Target Concepts

22.1.1 Blackrock

The target at Blackrock is an epithermal Au-Ag mineralized vein system, minable by underground methods. Target analogs are the productive deposits of the Comstock district, located 20km to the northwest, which produced greater than 8M ounces gold. The Con Virginia deposit in the Comstock district produced 1.1M tonnes of ore with an average grade of 87 gpt Au (Hudson, 2003). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Blackrock property.

Exploration data generated by previous operators, as discussed in Item 11 of this report, has confirmed the viability of a bonanza lode target at Blackrock. Surface mapping, which was confirmed in the field by the author, demonstrates a 1,300 meter strike length of the fault that localizes gold mineralization. Historical sampling of vein outcrops yielded anomalous (>0.1 gpt Au) to potentially ore grade gold concentrations over significant true widths (6.1m @ 6.5 gpt Au). Independent sampling by the author confirmed that the vein outcrops are significantly gold mineralized. The historic drill testing of the project explored only to shallow depths a 400m strike length of the Blackrock vein. The vein was intersected in every drillhole and each yielded wide, low grade gold intercepts. The historic drilling failed to define an economic resource but yielded results of exploration significance. Drill data demonstrates:

1.	Continuity of the mineralized vein along strike and dip.
2.	Increasing vein widths at depth and to the north.
3.	Multiple mineralized zones, interpreted as parallel vein structures.
4.	Possible increase of grade with depth (drillhole BR08-09).

Outcrop and drillhole data validate a high grade “bonanza vein” target at the Blackrock prospect, exploitable by underground methods, analogous to the productive veins of the Comstock district. The potential to host a bulk minable near surface deposit is low, but not precluded by the data.

22.1.2 Argentite

The target concept at Argentite is an epithermal gold system, probably a low sulfidation type, in a high level and/or hot spring environment, prospective for both bulk minable near surface deposits and high grade, structurally controlled deposits minable by underground methods. Target analogs include the Mineral Ridge mine located approximately 13km east of Argentite. The host rocks at Mineral Ridge are metasediments rather than volcanics, but the mine is developed on a structurally controlled epithermal gold deposit which is reported to have produced 575,000 ounces gold from open pit and underground operations and hosts a Measured and Indicated resource of 221,000 ounces and an inferred resource of 136,000 ounces (Lewis et al., 2010). Another possible exploration analog for the Argentite prospect is the McLaughlin deposit in Napa County, California, which comprises gold bearing epithermal sheeted veins underlying subaerial sinter. McLaughlin hosted a total gold resource (production and reserves) greater than 3.5M ounces gold (Sherlock et. al., 1995). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Argentite property.

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Work by previous project operators, as discussed in Item 11 of this report, has partially tested the epithermal gold system exposed in Argentite Canyon and identified geochemically anomalous (Au, As, Sb, Hg) hot spring sinter deposits that crop out at elevations 140 m above the canyon floor. Historic drilling returned significant widths of gold mineralized quartz veined zones with intercepts of as much as 46m @ 1.2 gpt Au reported. East-striking structures were interpreted as controls of the gold mineralization exposed in Argentite Canyon.

During the field review mineralized zones exposed in Argentite Canyon and hydrothermal silica sinter outcrops on the east side of the canyon were visited. High angle silicified and quartz veined zones were observed in the canyon bottom, and low temperature chalcedonic silica replacement deposits and accumulated thicknesses of as much as 15m of sinter and related high level silicified sediments at the highest elevations on the east side of the canyon.

Sampling of the silica sinters by previous operators was reported to yield anomalous gold concentrations of as much as 0.1 ppm Au with elevated Hg concentrations. Independent sampling by the author confirmed that the sinters contain geochemically anomalous Au, As, and Sb contents. The author considers the low level metal anomaly in sinter to be significant supporting evidence that the sinters were deposited as part of an auriferous hot springs epithermal system. Such systems often do not produce economic gold concentrations in the near surface environment but may host economic gold concentrations at relatively shallow depths.

The data is permissive of a model in which both the gold showings in Argentite Canyon and the sinters to the east are part of the same mineralizing system, and the sinters represent the highest level of the paleo-hydrothermal system, whereas the auriferous stockwork zones represent a deeper portion of the same system. If so, a 140m vertical extent of the system is exposed, and potentially economic gold concentrations are present at depths of 140m below the paleosurface marked by the sinters, thus the sinters east of Argentite Canyon are guides to potentially economic gold concentrations at relatively shallow depths beneath them.

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22.1.3 Bellview

The target concept for the Bellview prospect is a Carlin style disseminated gold deposit or an intrusive related sedimentary rock hosted gold deposit. A possible analog is the Bald Mountain mine, located 13 km south-southeast. The Bald Mountain mine has exploited gold mineralization hosted along the Dunderberg-Hamburg contact and from Geddes/Secret Canyon strata just above the Eldorado Formation (Nutt et al., 2000). The Bald Mountain mine has produced over 2M ounces gold and as of 31 December 2009 hosted 4.5M ounces gold in measured and indicated reserves (Barrick Gold Corporation, 2009 Annual Report). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Bellview property.

The Bellview property has been explored and drill tested by several operators. Geologic mapping, geochemical sampling, geophysical surveys, and several drilling programs have been completed, as discussed in Items 8 and 11 of this report. Fronteer has compiled the historic data into an integrated GIS database, conducted additional field studies, and subsequently developed three target zones proposed for drill testing, located as shown in Figure 22.1 and summarized by Raabe (2010b) as:

• The Saddle Target, where brecciated, recrystallized, calcite-veined Hamburg Limestone is thrust over Secret Canyon strata. IP/Resistivity data suggests Eldorado Dolomite lies beneath the ground surface at shallow depths of 100- 200 meters. A north-northwest trending topographic lineation passes through the target and leads to the Cherry Spring Au-As anomaly to the south.

• The Cherry Spring Target, located at Cherry Spring in an area of jasperoid development at the contact of a massive, locally oolitic limestone of unknown provenance with overlying Lower Secret Canyon shales and silty limestones. Fronteer’s rock chip samples of the jasperoids returned gold values up to 331 ppb Au, and arsenic values up to 533 ppm As. High angle northeast breccia structures intersect the jasperoid and are interpreted to have controlled gold mineralization. The intersection of these structures with the unexposed Eldorado-Secret Canyon horizon may be an area of significant gold deposition and is a compelling drill target.

• The CS Target, where Fronteer’s sampling returned anomalous Au (up to 1.217 ppm) and As (up to 297 ppm) from rock chip samples from silicified limestone beds within the lowermost Dunderberg Formation just above the Hamburg-Dunderberg contact, a regionally important site for gold- mineralization. Controlling structures are a series of northeast and northwest- trending faults which intersect the stratigraphy. The drill targets are the Hamburg-Dunderberg and Secret Canyon-Eldorado Dolomite contacts where they are intersected by the high angle structures.

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The author’s field review of the project, as discussed in Item 11 of this report, validated the target concepts proposed by Fronteer.

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Figure 22.1. Bellview project drill target map.

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22.1.4 Horsethief

The target concept at Horsethief is a sediment hosted Carlin style gold deposit. Nearby deposits that may represent geologic analogs include the Pioche district, located 24km to the southwest, which produced over 100,000 ounces gold and the Atlanta mine, located 49km north, which produced over 100,000 ounces gold and 1.7M ounces silver from jasperoid orebodies (Bonham, 1976; NBMG, 1991). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Horsethief property.

A joint venture between Canyon Resources and Copper Range explored the property in the period 1981 to 1984 as discussed in Items 8 and 11 of this report. Their mapping and sampling identified large areas of variably auriferous jasperoid. The drill campaigns identified a gold mineralized zone in jasperoid interpreted to be controlled by an E-W striking structure, and a separate disseminated gold zone south of the jasperoid zone, hosted in silty limestones. A soil geochemical survey completed by Fronteer in 2010 identified soil gold anomalies associated with the outcropping jasperoid, but importantly also identified anomalies south and east of the drill tested jasperoid zone. Figure 22.2 presents the drillhole intercept grade- thickness data plotted on a surface plan view (the length of an intercept in meters is multiplied by its gold grade in ppm and the subsequent result is plotted at the location of the drillhole that hosts the intercept) for the main jasperoid zone and a plot of the soil gold data for the same area. The grade x thickness map is consistent with an east-west control to mineralization and the mineralized trend projects beyond the limits of the drill pattern. The soil gold assay data indicates that additional mineralized zones may be present to the south and southeast of the main jasperoid zone. The drillhole and soil assay data indicate potential for the gold mineralized zone to extend both east and west of the drilled jasperoid zone, into areas where the sedimentary strata are concealed by volcanic rocks, and to the south and southeast. The 1981 to 1984 drill campaigns failed to define a significant gold resource in the outcropping jasperoid, however, in many Carlin type systems, auriferous jasperoids are present but do not comprise the economically significant orebody. The author regards the auriferous jasperoid at Horsethief as a positive indication that a significant mineralized system was active at the property, thus the property remains prospective for gold deposits hosted by favorable sedimentary strata beneath the level of current outcrop exposure or drill testing, and for the discovery of gold deposits along the trend of the mineralized zone where it projects under volcanic cover rock.

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Figure 22.2. Horsethief project soil gold and drillhole grade-thickness map.

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22.2 Exploration Program and Budget

22.2.1 Blackrock

Testing of the prospect is straightforward. Geological mapping and surface rock chip sampling has defined the vein trace on surface and existing drillhole data constrains the vein orientation. The project can be advanced to the drill stage rapidly. The Blackrock project should be evaluated by:

1.	Compilation of exploration data into a GIS database.
2.	Confirmatory program of geologic mapping and rock chip sampling.
3.	Creation of 2D and 3D models of geology and vein structure using existing drillhole information and outcrop maps.
4.	Drill testing the projection of the vein structure at depths of 150 to 200m below surface at spacings of 150m along the strike projection of the vein. A total of 4,000m of reverse circulation drilling is recommended for the first phase drill test.

Completion of the recommended Phase 1 work program is estimated to require 5 months and $700,000 USD as summarized in Table 22.1. A Phase 2 drill and resource modeling program with a budget of $1.0M USD would be conditional upon successful results from the Phase 1 program.

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Table 22.1. Proposed exploration program and budget, Blackrock project.

Phase 1 Budget - Blackrock Project, Lyon County, Nevada

PHASE 1 DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	162	person-days	150		24,300
Geophysical Surveys (IP/Resistivity)	0				0
Roads and Drill Pads	1		45,000		45,000
Drilling - Reverse Circulation	4000	meters	82		328,000
Drilling - Core	0	meters	125		0
Assays, drill samples	3200	samples	25		80,000
Assays, rock and soil	0	samples	25		0
Senior Geologist	15	days	975		14,625
Project Geologists	126	man-days	500		63,000
Technicians/Samplers	63	man-days	200		12,600
Vehicles and Fuel	189	vehicle-days	110		20,790
Permits	1		15,000		15,000
Field Supplies	1		40,000		40,000
Travel Costs	1		12,000		12,000
Environmental Costs/Reclamation	1		45,000		45,000
			Total	$	700,315
		Grand Total Phase 1		$	700,315	USD

Phase 2 Budget -Conditional upon positive results from Phase 1 Program

PHASE 2 RESOURCE MODELING AND INFILL DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	240	person-days	150		36,000
Roads and Drill Pads	1		50,000		50,000
Resource Modeling	1		75,000		75,000
Drilling - Reverse Circulation	0	meters	82		0
Drilling - Diamond Drill Core	4000	meters	125		500,000
Assays, drill samples	4800	samples	25		120,000
Assays, rocks and soil	0	samples	25		0
Senior Geologist	30	days	975		29,250
Project Geologists	105	man-days	500		52,500
Technicians/Samplers	105	man-days	200		21,000
Vehicles and Fuel	210	vehicle-days	110		23,100
Permits	1	permit	15,000		15,000
Field Supplies	1		40,000		40,000
Travel Costs	1		24,000		24,000
Reclamation	1		50,000		50,000
			Total	$	1,035,850
		Grand Total Phase 2		$	1,035,850	USD
	Grand Total, Phase 1 and Phase 2			$	1,736,165	USD

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22.2.2 Argentite

The exploration target concept is straightforward, yet requires further data collection to define drill targets. The concept to be explored is gold mineralized zones underlying silica sinters, with gold mineralization controlled by the structural zones that served as conduits for the sinter forming hydrothermal fluids. Sinter outcrops are discontinuously present over an area of greater than 1km². Developing drill targets within the prospective zone of known sinter outcrops will require:

1.	Compilation of historic exploration data into a GIS database.
2.	Creation of 2D and 3D models of geology, vein structures, and mineralized zones using existing drillhole information and outcrop maps.
3.	Detailed geologic mapping and rock chip sampling.
4.	Grid soil geochemical surveys to identify hidden structural controls to gold distribution.
5.	Terrestrial IP/resistivity/magnetic surveys to seek evidence of pyritic zones (chargeability highs), silicified zones (resistors) and structures (magnetic gradient discontinuities) within the prospective area.
6.	Drill testing the interpreted structural zones that controlled formation of the sinters at depths of 150m below the sinters. A total of 3,000m of reverse circulation drilling is recommended for the first phase drill test.

Completion of the recommended work program is estimated to require 8 months and $824,000 USD as summarized in Table 22.2. A Phase 2 drill and resource modeling program with a budget of $1.0M USD would be conditional upon successful results from the Phase 1 program.

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Table 22.2. Proposed exploration program and budget, Argentite project.

Phase 1 Budget - Argentite Project, Esmeralda County, Nevada

PHASE 1 DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	210	person-days	150		31,500
Geophysical Surveys (IP/Resistivity)	1		150,000		150,000
Roads and Drill Pads	1		50,000		50,000
Drilling - Reverse Circulation	3000	meters	82		246,000
Drilling - Core	0	meters	125		0
Assays, drill samples	2400	samples	25		60,000
Assays, rock and soil	0	samples	25		0
Senior Geologist	30	days	975		29,250
Project Geologists	147	man-days	500		73,500
Technicians/Samplers	126	man-days	200		25,200
Vehicles and Fuel	273	vehicle-days	110		30,030
Permits	1		15,000		15,000
Field Supplies	1		40,000		40,000
Travel Costs	1		24,000		24,000
Environmental Costs/Reclamation	1		50,000		50,000
			Total	$	824,480
		Grand Total Phase 1		$	824,480	USD

Phase 2 Budget -Conditional upon positive results from Phase 1 Program

PHASE 2 RESOURCE MODELING AND INFILL DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	282	person-days	150		42,300
Roads and Drill Pads	1		75,000		75,000
Resource Modeling	1		75,000		75,000
Drilling - Reverse Circulation	5000	meters	82		410,000
Drilling - Diamond Drill Core	0	meters	125		0
Assays, drill samples	4000	samples	25		100,000
Assays, rocks and soil	0	samples	25		0
Senior Geologist	30	days	975		29,250
Project Geologists	126	man-days	500		63,000
Technicians/Samplers	126	man-days	200		25,200
Vehicles and Fuel	252	vehicle-days	110		27,720
Permits	1	permit	25,000		25,000
Field Supplies	1		40,000		40,000
Travel Costs	1		24,000		24,000
Reclamation	1		75,000		75,000
			Total	$	1,011,470
		Grand Total Phase 2		$	1,011,470	USD
	Grand Total, Phase 1 and Phase 2			$	1,835,950	USD

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22.2.3 Bellview

Work by Fronteer and previous operators has identified several high priority targets for drill testing and the permitting process to allow for drilling of these targets has been initiated. The property is “drill ready” pending receipt of permits. Evaluation of the project should include:

1.	Compilation of historic exploration data into a GIS database.
2.	Creation of 2D and 3D models of geology and mineralized zones using existing drillhole information and outcrop maps.
3.	Expansion of the property concession package to include 100% of the historic resource and areas peripheral to the three defined drill targets.
4.	Drill testing of all three target areas defined by Fronteer. A 4,500 foot reverse circulation drill program should be an adequate first test.

Completion of the recommended work program is estimated to require 6 months (assuming permits obtained in 4^th quarter 2010) and $780,000 USD and as summarized in Table 22.3. A Phase 2 drill and resource modeling program with a budget of $1.0M USD would be conditional upon successful results from the Phase 1 program.

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Table 22.3. Proposed exploration program and budget, Bellview project.

Phase 1 Budget - Bellview Project, White Pine County, Nevada

PHASE 1 DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	240	person-days	150		36,000
Geophysical Surveys (IP/Resistivity)	0				0
Roads and Drill Pads	1		40,000		40,000
Drilling - Reverse Circulation	4500	meters	82		369,000
Drilling - Core	0	meters	125		0
Assays, drill samples	3600	samples	25		90,000
Assays, rock and soil	0	samples	25		0
Senior Geologist	30	days	975		29,250
Project Geologists	105	man-days	500		52,500
Technicians/Samplers	105	man-days	200		21,000
Vehicles and Fuel	210	vehicle-days	110		23,100
Permits	1		15,000		15,000
Field Supplies	1		40,000		40,000
Travel Costs	1		24,000		24,000
Environmental Costs/Reclamation	1		40,000		40,000
			Total	$	779,850
		Grand Total Phase 1		$	779,850	USD

Phase 2 Budget -Conditional upon positive results from Phase 1 Program

PHASE 2 RESOURCE MODELING AND INFILL DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	240	person-days	150		36,000
Roads and Drill Pads	1		100,000		100,000
Resource Modeling	1		75,000		75,000
Drilling - Reverse Circulation	4000	meters	82		328,000
Drilling - Diamond Drill Core	0	meters	125		0
Assays, drill samples	3200	samples	25		80,000
Assays, rocks and soil	0	samples	25		0
Senior Geologist	30	days	975		29,250
Project Geologists	105	man-days	500		52,500
Technicians/Samplers	105	man-days	200		21,000
Vehicles and Fuel	210	vehicle-days	110		23,100
Permits	1	permit	100,000		100,000
Field Supplies	1		40,000		40,000
Travel Costs	1		24,000		24,000
Reclamation	1		100,000		100,000
			Total	$	1,008,850
		Grand Total Phase 2		$	1,008,850	USD
	Grand Total, Phase 1 and Phase 2			$	1,788,700	USD

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22.2.4 Horsethief

The historic drilling has adequately tested, with negative results, the possibility that the outcropping jasperoid is an orebody, however drilling indicates potential for disseminated gold mineralization in silty limestones that may occupy a stratigraphic level below that of the jasperoid replaced limestone. Exploration to date has not explored favorable strata at deeper stratigraphic levels nor the projection of mineralized zones where they are concealed beneath volcanic cover rocks. In order to evaluate these targets the following work plan is recommended:

1.	Compilation of all available geology, geochemical, and drillhole data into a GIS database.
2.	Creation of 2D and 3D models of geology using existing drillhole information and outcrop maps.
3.	On the basis of trends identified by analysis of the historic data, expand the land package by staking additional claims along the projection of mineralized zones and favorable strata.
4.	Complete soil and rock chip geochemical surveys, concurrent with geological mapping, to define stratigraphic intervals favorable for mineralization and possible structural controls to mineralization.
5.	Conduct geophysical surveys to seek evidence of non-outcropping mineralized zones. Silica alteration associated with mineralization may be evidenced by resistivity highs.
6.	Drill test developed targets. A 4,000 meter reverse circulation drill program will be an adequate phase one test.

Completion of the estimated work program is estimated to require 8 months and $790,000 USD as summarized in Table 22.4. A Phase 2 drill and resource modeling program with a budget of $416,000 USD would be conditional upon successful results from the Phase 1 program.

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Table 22.4. Proposed exploration program and budget, Horsethief Project

Phase 1 Budget - Horsethief Project, Lincoln County, Nevada

PHASE 1 DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	162	person-days	150		24,300
Geophysical Surveys (IP/Resistivity)	1		100,000		100,000
Roads and Drill Pads	1		40,000		40,000
Drilling - Reverse Circulation	4000	meters	82		328,000
Drilling - Core	0	meters	125		0
Assays, drill samples	3200	samples	25		80,000
Assays, rock and soil	0	samples	25		0
Senior Geologist	15	days	975		14,625
Project Geologists	126	man-days	500		63,000
Technicians/Samplers	63	man-days	200		12,600
Vehicles and Fuel	189	vehicle-days	110		20,790
Permits	1		15,000		15,000
Field Supplies	1		40,000		40,000
Travel Costs	1		12,000		12,000
Environmental Costs/Reclamation	1		40,000		40,000
			Total	$	790,315
		Grand Total Phase 1		$	790,315	USD

Phase 2 Budget -Conditional upon positive results from Phase 1 Program

PHASE 2 RESOURCE MODELING AND INFILL DRILLING PROGRAM
Item	Units		Unit Cost USD		Total Cost USD
Lodging/Meals/Communications	94	person-days	150		14,100
Roads and Drill Pads	1		20,000		20,000
Resource Modeling	1		75,000		75,000
Drilling - Reverse Circulation	2000	meters	82		164,000
Drilling - Diamond Drill Core	0	meters	125		0
Assays, drill samples	1600	samples	25		40,000
Assays, rocks and soil	0	samples	25		0
Senior Geologist	5	days	975		4,875
Project Geologists	42	man-days	500		21,000
Technicians/Samplers	42	man-days	200		8,400
Vehicles and Fuel	84	vehicle-days	110		9,240
Permits	1	permit	20,000		20,000
Field Supplies	1		15,000		15,000
Travel Costs	1		4,000		4,000
Reclamation	1		20,000		20,000
			Total	$	415,615
		Grand Total Phase 2		$	415,615	USD
	Grand Total, Phase 1 and Phase 2			$	1,205,930	USD

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Lanier, G., 1999b, Bellview Project District Targets and Exploration Proposal, Western States Minerals Corporation, internal company memo to A.B. Morrow and E.M. Gerick, dated 12 October, 1999.

Lewis, J.L., Godard, M., San Martin, A.J., Murahwi, C., 2010, Technical Report on the initial mineral resource estimate for the Mineral Ridge gold project, Nevada, USA, Effective Date 31 May 2010, prepared by Micon International Limited for Scorpio Gold Corporation for NI43-101 filing, which by Canadian Securities Administrators regulations is available on SEDAR (System for Electronic Data Analysis and Retrieval) at http://www.sedar.com.

McKee, E.H., 1996, Cenozoic magmatism and mineralization in Nevada; in Coyner, A.R. and Fahey, P.L., eds. Geology and ore deposits of the American Cordillera, Geological Society of Nevada, United States Geological Survey, and Sociedad Geologica de Chile, Symposium, Reno-Sparks, April 1995. Proc. v. 2, , p. 581 -588.

Millikin, Gregory R., 1979, Geology of a Portion of the Sherman Mountain Quadrangle, Nevada, San Diego State University, M.S. Thesis.

NBMG, 1991, Mineral resources inventory, Bureau of Land Management, Schell resource area, Ely district, Nevada, Nevada Bureau of Mines and Geology Open File Report 91-1. 139 p.

NBMG, 1997, County Digital Geological Maps of Nevada (OF97-1) by Ronald H. Hess and Gary L. Johnson, Nevada Bureau of Mines and Geology, 1997 | 1:250,000-scale, public domain maps available at http://www.nbmg.unr.edu/Mapping/StatewideGeologicMaps.html

NBMG, 2010, State and Federal permits required in Nevada before mining or milling can begin, Nevada Bureau of Mines and Geology Special Publication L-6, revised to May 2009, additional update October 2010.

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Nutt, C.J., Hofstra, A.H., Hart, K.S., and Mortensen, J.K., 2000, Structural Setting and Genesis of Gold Deposits in the Bald Mountain – Alligator Ridge Area, East-central Nevada, in Cluer, J.K., Price, J.G., Struhsacker, E.M., Hardyman, R.F., and Morris, C.L., editors, Geology and Ore Deposits 2000: The Great Basin and Beyond: Geological Society of Nevada, Symposium Proceedings, May 13-15, p. 513-542.

Petersen, U., Noble, D.C., Arenas, M.J., and Goodell, P.C., 1977: Geology of the Julcani mining district, Peru. Economic Geology v.72 p. 931-949.

Phillips, G.N., and Powell, R., 1993, Link between gold provinces; Economic Geology, v. 88, p. 1084-1098.

Raabe, K.C., 2010a, Nevada Eagle Blackrock Property, Lyon County, Nevada, Initial Evaluation, private report prepared for Fronteer Gold, 20 August 2010, 24 p.

Raabe, K.C., 2010b, Bellview Property, White Pine County, Nevada, summary report, 2008 exploration program; private report prepared for Fronteer Gold, 11 December 2008, 44 p.

Ramnath, S., 2010, Summary of historical exploration activities, based on review of Fronteer Gold project files, Blackrock, Argentite, Bellview, Horsethief, Hot Pot, East Walker, Ashby, Kobeh properties, Nevada, private report prepared for Bridgeport Ventures Inc., 20 October 2010.

Renken, Paul B., 1983a, Bellview Property, White Pine County, Nevada, T25, 26N R56E: project report and summary of work, 1983, consultants report prepared for Arctic Precious Metals, Ltd., dated December, 1983.

Ransome, F.L., 1909: The association of alunite with gold in the Goldfield district. Economic Geology v.2 p. 667-692.

Seedorf, E., 1991, Magmatism, extension, and ore deposits of Eocene to Holocen age in the Great Basin – mutual effects and preliminary proposed genetic relationships: in Raines, G.L., Liske, R.E., Schafer, R.W., and Wilkinson, W.H., eds., Geology and ore deposits of the Great Basin, Geological Society of Nevada and United States Geological Survey Symposium, Reno-Sparks, April 1990, Proc. v. 1 p. 193-198.

Sherlock, R.L., Tosdal, R.M., Lehrman, N.J., Graney, J.R., Losh, S., Jowett, E.C., Kesler, S, 1995, Origin of the McLaughlin Mine sheeted vein complex: Metal zoning, fluid inclusion, and isotopic evidence, Economic Geology, vol. 90, 1995, pp. 2156-2181.

Sillitoe, R.H., and Bonham, H.F., 1990, Sediment-hosted gold deposits: Distal products of magmatic hydrothermal systems; in Geology, February 1990, v. 18, no. 2, p. 157-161.

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Spalding, V., 2010, Nevada Eagle Horsethief Property, Lincoln County, Nevada, Initial Evaluation, private report prepared for Fronteer Gold, 11 July 2010, 17 p.

Stoffregen , R.E., 1987: Genesis of acid-sulfate alteration and Au-Cu-Ag mineralization at Summitville, Colorado. Economic Geology v.82 p. 1575-1591.

Tschanz, T.M. & Pampeyan, E.H., 1970, Geology and Mineral Deposits of Lincoln County, Nevada: Nevada Bur. Mines and Geology Bull. 73.

Urie, G.L., 2010, Nevada Eagle Kobeh property, Eureka County, Nevada, inititial evaluation. Private report prepared for Fronteer Gold, 26 August 2010, 8 p.

Veek, B.M., 1984, Report on exploration for the Horsethief Spring project, Nye County (sic), Nevada, 1984. Private company report, 78p.

Vikre, P. G., 1989: Ledge formation at the Sandstorm and Kendall gold mines, Goldfield, Nevada. Economic Geology v. 84 p. 2115-2138.

Webb, 1984

Western Regional Climate Center, 2010, Public domain historical climate database, joint product of Desert Research Institute and the National Oceanic and Atmospheric Administration, available at http://www.wrcc.dri.edu/index.html.

Zoback, M.L., McKee, E.H., Blakely, R.J., and Thompson, G.A., 1994, The northern Nevada rift: Regional tectonomagmatic relations and middle Miocene stress direction: Geological Society of America Bulletin, v. 106, P. 371-382.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 114 of 134

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24 STATEMENT OF QUALIFICATION

I, Matthew Dean Gray, of Calle 14 de Abril No. 68, Colonia San Benito, Hermosillo, Sonora, Mexico, do hereby certify:

1.	That I am employed as a geologist at Resource Geosciences de Mexico SA de CV, (RGM) an independent consulting geosciences firm, whose address is Calle 14 de Abril No. 68, Colonia San Benito, Hermosillo, Sonora, CP 83190, MEXICO.
2.	That: a.) I am a Certified Professional Geologist (#10688) with the American Institute of Professional Geologists; b.) My qualifications include experience applicable to the subject matter of this report, specifically the economic evaluation of both early stage and production gold projects; and c.) as a result of my education, experience, and professional qualifications I am a “Qualified Person” for the purposes of CSA National Instrument 43-101.
3.	That I am a graduate of the Colorado School of Mines (Ph.D., Geology with Minor in Mineral Economics, 1994; B.Sc., Geological Engineering, 1985) and the University of Arizona (M.Sc., Geosciences, 1988) and I have practiced my profession continuously since 1988.
4.	That I have no material interest, direct or indirect, in the properties discussed in this report dated 26 November 2010 and titled “Summary report on the Nevada gold project portfolio comprising the Blackrock, Argentite, Bellview, and Horsethief gold projects, Nevada, USA” or in the securities of Bridgeport Ventures Inc. and that I am independent of Bridgeport Ventures Inc. within the meaning of CSA National Instrument 43-101 and that I have had no prior involvement with the properties which are the subject matter of this report.
5.	That as of the date of this amended technical report, to the best of my knowledge, information and belief this technical report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.
6.	That this report on the Nevada gold project portfolio is based on 5 days of site visits (14, 15, 16, and 20 October; 4 November 2010) and on a review of published and unpublished information and that I have had no prior involvement with the property that is the subject of this report.
7.	That I have read National Instrument 43-101 and Form 43-101F1 and that the technical report has been prepared in compliance with the Instrument and Form and that I am responsible for the preparation and compilation of this report.
8.	That I consent to the use of this report, dated 26 November 2010, Amended 7 December 2010, titled “Summary report on the Nevada gold project portfolio comprising the Blackrock, Argentite, Bellview, and Horsethief gold projects, Nevada, USA”, by Bridgeport Ventures Inc. for making representations on the subject property.
9.	That I have prepared this report for Bridgeport Ventures Inc.. It is based on my observations and data collected by myself, and on data obtained from the United States Geological Survey, the Nevada Bureau of Mines and Geology, and on data provided by the vendor of the properties, Fronteer Gold Inc.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 115 of 134

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Appendix A. Waypoints, due diligence confirmation site visits, M Gray, R Solis.

Waypoint	Person	Project	Date	E UTM NAD83	N UTM NAD83	Elev m	Comment
231	MDG	Argentite	14- Oct-10	426837	4179846	2410
A1	MDG	Argentite	14- Oct-10	426944	4179876	2420	sinter
A10	MDG	Argentite	14- Oct-10	426949	4180161	2356	sinter
A11	MDG	Argentite	14- Oct-10	426990	4180057	2383	sinter
A12	MDG	Argentite	14- Oct-10	426988	4179928	2417	contc rhy/sinter
A13	MDG	Argentite	14- Oct-10	426948	4179906	2424	contc rhy/sinter
A2	MDG	Argentite	14- Oct-10	426837	4179846	2410	sinter
A3	MDG	Argentite	14- Oct-10	426809	4179845	2404	sinter
A4	MDG	Argentite	14- Oct-10	426801	4179844	2404	sinter
A5	MDG	Argentite	14- Oct-10	426787	4179884	2396	sinter
A6	MDG	Argentite	14- Oct-10	426793	4179937	2398	sinter
A8	MDG	Argentite	14- Oct-10	426820	4179979	2414	sinter
A9	MDG	Argentite	14- Oct-10	426858	4180042	2401	sinter
Argentite	MDG	Argentite	14- Oct-10	426984	4179876	2411	heli landing spot
Kr394	MDG	Argentite	14- Oct-10	426796	4179855	2399	Ken Raabe sample site 394
Ab092	MDG	Argentite	20- Oct-10	426499	4179522	2331	sample site
Adit	MDG	Argentite	20- Oct-10	426607	4179531	2297	Adit trending NA320
Arg Cnyn Landind	MDG	Argentite	20- Oct-10	426660	4179652	2276	heli landing spot
I223008	MDG	Argentite	20- Oct-10	426501	4179527	2333	Repeat of Fronteer sample AB92 which assayed 0.325 ppm Au. Float boulder of silicified and quartz veined plagioclase and biotite bearing volcanic, indurated and moderately silicified, crosscut by creamy and light grey and white cryptocrystalline silica veinlets. No hint of sulfide or Fe-ox therefrom derived.
I223009	MDG	Argentite	20- Oct-10	426543	4179507	2319	Grab sample over 5m area of outcrops of unusual, irregular, planar red hematitic zones in contact with or crosscutting very coarse grained felspar phyric porphyry. I don't kow if this is hydrothermal feature or primary volcanic texture (mega agglomerate?).
I223010	MDG	Argentite	20- Oct-10	426588	4179540	2307	Representative grab across 1.5m rib of brecciated silica vein. Angular breccia of dense silicified clasts in dense silicified matrix. Old flag - 4359 sample site.
I223011	MDG	Argentite	20- Oct-10	426607	4179534	2295	Grab of quartz vein material from pad in front of adit, select sample of grey and dark grey quartz vein material. Note traces of very fine grained disseminated pyrite in some samples.

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I223012	MDG	Argentite	20- Oct-10	426641	4179741	2290	Repeat of Fronteer sample KR393 which assayed 1.305 ppm Au. NA060 85NW silica rib vein outcrop. Replacement silica - protolith plagioclase porphyritic volcanic, locally weakly gossanous and argillized.
I223013	MDG	Argentite	20- Oct-10	426687	4179767	2324	Repeat of Fronteer sample KR392 which assayed 0.725 ppm Au. 10 to 30cm wide silica breccia vein at NA050 80NW crosscutting rusty weakly silicified plagioclase porphyritic volcanic. Sampleis 3m grab centered on silica breccia vein, 50% breccia vein, 25% HW, 25% FW.
I223014	MDG	Argentite	20- Oct-10	426939	4179808	2414	Grab over 10m area of bedded chalcedonic sinter, chalcedonic silica replacements, and sinter breccia.
I223015	MDG	Argentite	20- Oct-10	426800	4179949	2406	Grab sample of grey-dark grey non-banded chalcedonic silica crosscut by high angle red hematitic siliceous breccia zones. Crosscutting hydrothermal feature? Silicified sediments infilling fissure? Sample is 20cm wide across hematitic silica breccia 50/50 breccia and wallrock sinter.
I223016	MDG	Argentite	20- Oct-10	426816	4179978	2413	Grab of hematitic angular silicified sinter breccia and crudely banded chalcedonic host rock.
I223017	MDG	Argentite	20- Oct-10	426955	4179903	2425	Grab of white-red-brown-grey mottled sinter crosscut by less than 2 vol % white drusy quartz veinlets and occasional hematitic brecciated zone.
L 10000N P10100E	MDG	Argentite	20- Oct-10	426596	4179533	2302	grid stake L10000N P10100E
b1	MDG	Bellview	15- Oct-10	616675	4438548	2232	jasp
bellview	MDG	Bellview	15- Oct-10	616828	4438341	2222	heli landing spot
234	MDG	Bellview	4-Nov- 10	618655	4436778	2401
B3	MDG	Bellview	4-Nov- 10	617932	4435664	2127
B4	MDG	Bellview	4-Nov- 10	618541	4436687	2433	NA085 15N bedding in grey unaltered (but for white cc veins) carbonate
B5	MDG	Bellview	4-Nov- 10	616906	4438012	2261	caved prospect pit as base of massive jasperoid outcrop
B6	MDG	Bellview	4-Nov- 10	616798	4438001	2286	Pronounced NA020 75W fabric to jasperoid outcrop, contolling rib morphology
I223025	MDG	Bellview	4-Nov- 10	617884	4435513	2117	Representative grab over 4x5m area of red- grey-white jasperoid outcrop in Cherry Springs Canyon. Locally angular breccia texture with late white sugary quartz veinlets. Note sample tag TT717(?) and 125872, which assayed 0.010 ppm, at this outcrop.
I223026	MDG	Bellview	4-Nov- 10	617932	4435580	2139	Representative grab over 8x8m area of bold jasperoid outcrop, white-grey-red color, locally angular breccia texture. Not true cryptocrystalline jasperoid - this is sugary replacement silica.
I223027	MDG	Bellview	4-Nov- 10	617972	4435641	2130	Representative grab over 3x5m area of quartz ribbon veined red-brown siltstone. >50 vol % white milky quartz veining, some symettrical open space filling textures. Dominant orientation NA015 steeply E dipping.
I223028	MDG	Bellview	4-Nov- 10	617872	4435626	2119	Grab of mega boulders in Cherry Springs Canyon of densely silicified white-grey-red jasperoidal angular breccia. Angular white and grey silicified clasts in dense grey, locally hematitic, silica matrix.

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Projects, Nevada, USA

I223029	MDG	Bellview	4-Nov- 10	618689	4436817	2401	Repeat at Fronteer sample site 125866 which assayed 0.254 ppm Au. Note coordinates approximate and taken from map - GPS reading not stored. Grab of hematitic red and brown brecciated vaiably silicified siltstone. Note NA010 65E polished fault surface with dip slip slickenlines. Note tag and flag for sample 125866 here.
I223030	MDG	Bellview	4-Nov- 10	618657	4436780	2401	Repeat of Fronteer sample site 125865 which assayed 0.041 ppm Au. Grab over 1x1m area of grey-brown outcrop of angular brecciated fine grained carbonate/siltstone, variably replaced by fine grained sugary silica.
I223031	MDG	Bellview	4-Nov- 10	616912	4438009	2260	Grab of float boulders at base of massive jasperoid outcrop. Sample is of quartz veined red and brown brecciated variably silicified siltstone which looks similar to Secret Canyon shale above silica replaced Eldorado Dolomite.
I223032	MDG	Bellview	4-Nov- 10	616715	4438571	2232	Sample of float of red and brown Fe-oxide stained shattered and quartz veined and cemented siltstone, collected east of jasperoid outcrops. Sample is Secret Canyon shale? Not pervasively silicified. Late white drusy and low temperature quartz.
I223033	MDG	Bellview	4-Nov- 10	616688	4438640	2221	Sample of float east of and at base of massive jasperoid outcrops, variably silicified red and brown Fe-oxide stained siltstone cut by white drusy quartz veinlets. Secret Canyon shale?
I223034	MDG	Bellview	4-Nov- 10	616675	4438549	2231	Representative grab over 3 x 5 m area of much larger outcrop of what Ken Raabe showed to us as being silicified Eldorado Dolomite. Note angular clast clasts defined by white silica veinlets. NA010 fabirc to veinlets.
957	RGSM	Bellview	4-Nov- 10	616588	4438673	2209	Old drill site
I223043	RGSM	Bellview	4-Nov- 10	617691	4435593	2095	Repeat at sample site 90668 which assayed 0.331 ppm Au. Also tags for samples 9222 , CSA-01R and 3687. 325/20 bedding in reddish -brown siltstones with white drussy silica filling open spaces (fractures)
I223044	RGSM	Bellview	4-Nov- 10	617675	4435560	2085	Silicified and brecciated siltstones?? Late white quartz filling cavities-150/60 slickensides
I223045	RGSM	Bellview	4-Nov- 10	617832	4435567	2100	Brecciated rib, white silica replacing limestones???
I223046	RGSM	Bellview	4-Nov- 10	618630	4436694	2398	N-S structure, limestones, recrystallized limestones to silica>carbonates
I223047	RGSM	Bellview	4-Nov- 10	618679	4436811	2389	Strong silicified and brecciated siltstones locallywith white quartz filling cavities
I223048	RGSM	Bellview	4-Nov- 10	616801	4437993	2274	White drussy quartz filling fractures, weak granular silicification of groundmass
I223049	RGSM	Bellview	4-Nov- 10	616659	4438575	2233	Jasperoids, crackle breccias, locally white quartz filling cavities
I223050	RGSM	Bellview	4-Nov- 10	616568	4438736	2195	Jasperoids with sugary quartz in groundmass
Blackrock	MDG	Blackrock	13- Oct-10	287888	4342914	2082	heli landing spot
Br1	MDG	Blackrock	13- Oct-10	287828	4342855	2085	outcrop, Blackrock vein
Br2	MDG	Blackrock	13- Oct-10	287804	4342852	2091	late qtz veins xcutting sil vein
Br3	MDG	Blackrock	13- Oct-10	287800	4342831	2089	NA023 70E slip planes in Blackrock vein
Br4	MDG	Blackrock	13-	287863	4342818	2076	HW hb plag andesite to Blackrock vein,

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Projects, Nevada, USA

			Oct-10
Clmpst1	MDG	Blackrock	13- Oct-10	287820	4342861	2089	old claimpost
Olddh	MDG	Blackrock	13- Oct-10	287877	4342846	2078	old drill pad
Ab192	MDG	Blackrock	20- Oct-10	288115	4343227	1953	sample site
Ab193	MDG	Blackrock	20- Oct-10	288118	4343232	1950	sample site
Ab194	MDG	Blackrock	20- Oct-10	288113	4343232	1952	sample site
I223001	MDG	Blackrock	20- Oct-10	287764	4342766	2085	Representative grab sample across 3m of NA025 trending bold rib of white multistage quartz vein. Fine grained white and tan sugary crystalline silica crosscut by white sugary and chalcedonic silica veinlets. Locally a breccia vein with angular clasts of silica within silica matrix
I223002	MDG	Blackrock	20- Oct-10	287752	4342756	2082	Representative grab over 3 m of weakly silicified and quartz veined andesite (?) FW to massive vein at site 223001, collected approximately 15m W-SW of 223001 from bold NE trending brown rib of silicified andesite crosscut by less than 5 vol % white sugary quartz veinlets at NA 010 80W.
I223003	MDG	Blackrock	20- Oct-10	287794	4342816	2087	Representative grab over 3m perpendicular to NA025 trending rib of multistage quartz vein. Fine grained white and tan sugary crystalline silica crosscut by white sugary and chalcedonic silica veinlets. Locally a breccia vein with angular clasts of silica within silica matrix.
I223004	MDG	Blackrock	20- Oct-10	287742	4342648	2034	Non-representative grab over 8m width of silicified and quartz veined andesite (multistage quartz veining) exposed in roadcut at arroyo. Selectively sampling the most silicified or or veined zones. Note late drusy quartz veins and traces of cinnabr paint on fractures and in vugs. Old metal sample taga here - BR108??, CN44??
I223005	MDG	Blackrock	20- Oct-10	287766	4342654	2035	Stockpile grab from 4 different piles of quartz vein material on pad on N side of arroyo. Fragments of multistage white and creamy quartz vein material.
I223006	MDG	Blackrock	20- Oct-10	288168	4343457	1990	Grab over 3 m area of rusty, weakly silicified andesite with less than 5 vol % white drusy quartz veining, from N-NW trending rib like rusty o/c.
I223007	MDG	Blackrock	20- Oct-10	288115	4343237	1946	Grab over 5 x 10m area from NA020 trending bold rib of silificied and quartz veined andesite. Rusty brown color but no jarosite or Fe-ox after sulfides noted. White drusy quartz veins and porcelainous chalcedonic silica veins cutting variably intensely pervasively silicified andesite.
232	MDG	Horsethief	14- Oct-10	741177	4211894	2013
Horsethief	MDG	Horsethief	14- Oct-10	741184	4212316	1985	heli landing spot
Ht1	MDG	Horsethief	14- Oct-10	741219	4211989	2008	old drill road, base of jasp o/c
Ht1950N1 200E	MDG	Horsethief	14- Oct-10	741203	4211947	2022	grid stake 1950N 1200E
Ht2	MDG	Horsethief	14- Oct-10	741222	4211977	2014	NA015 70W planar fracs in jasp
Ht3	MDG	Horsethief	14- Oct-10	741211	4211940	2023	grey ls

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 119 of 134

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Projects, Nevada, USA

Ht4	MDG	Horsethief	14- Oct-10	741187	4211966	2024	jasp
Ht5	MDG	Horsethief	14- Oct-10	741189	4211909	2018	rxtallized ls
Ht6	MDG	Horsethief	14- Oct-10	741177	4211894	2013	old drill road
Ht7	MDG	Horsethief	14- Oct-10	741152	4211864	2004	ls bedding NA145 25NE
233	MDG	Horsethief	4-Nov- 10	742500	4210647	1952
Ht0650N2 450E	MDG	Horsethief	4-Nov- 10	742402	4210648	1957	soil grid station
Ht0650N2 500E	MDG	Horsethief	4-Nov- 10	742500	4210648	1953	soil grid station
Ht0750N2 350E	MDG	Horsethief	4-Nov- 10	742348	4210753	1970	soil grid station
Ht0950N2 250E	MDG	Horsethief	4-Nov- 10	742250	4210952	1973	soil grid station
Ht1000N2 100E	MDG	Horsethief	4-Nov- 10	742100	4210998	1986	soil grid station
Hts3	MDG	Horsethief	4-Nov- 10	742040	4211113	1997	na155 17 ne bedding in unaltered grey carbonate with thin cherty beds
Hts4	MDG	Horsethief	4-Nov- 10	742354	4210702	1967	gently dipping, <15, to ne bedding in grey carbonate
Hts5	MDG	Horsethief	4-Nov- 10	742472	4210627	1963	na150 50sw fault plane with dip slip slicks in jasperoid
I223018	MDG	Horsethief	4-Nov- 10	741996	4211137	1993	Grab sample of float and boulders in old caved prospect cut, no outcrop, red soil anomaly in area of prospect. Float is medium grained recrystallized an variably hematitic carbonate, locally with medium grained crystalline grey and white carbonate veinlets. No silicification noted.
I223019	MDG	Horsethief	4-Nov- 10	742377	4210908	1979	Sample at old drill site of rotary cuttings - dark grey recrystallized carbonate and bleached carbonate chips.
I223020	MDG	Horsethief	4-Nov- 10	742352	4210751	1971	Representative grab sample over 2 x 3 m area of outcrop of brecciated variably silicified carbonate ("brown jasperoid"). Surrounding outcrops are all unaltered grey carbonate. Aluminum tag HT-22 at this location - old drill site?
I223021	MDG	Horsethief	4-Nov- 10	742411	4210639	1961	Representative grab sample of yellow-brown angular jasperoid breccia. Angular clasts of aphanitic grey silica in ochreous red-brown jasperoidal matrix.
I223022	MDG	Horsethief	4-Nov- 10	741452	4211453	1984	Representative grab sample across 2m of brecciated recrystallized grey carbonate with extremely coarse grained white carbonate veining and breccia matrix, exposed in easternmost of two adjacent prospect cuts. Sample is approximately 50% recrystallized carbonate and 50% carbonate vein material.
I223023	MDG	Horsethief	4-Nov- 10	741594	4211362	1969	Dump sample, adjacent to caved prospect shaft. Recrystallized grey and sooty carbonate, dark brown chonchoidally fracturing mudstone, hematitic mudstone, and frags of cherty silica (probably from interbedded cherts, not jasperoid). Minor hairline calcite veining in fragments. Sample tag LI-520 at this site.
I223024	MDG	Horsethief	4-Nov- 10	741354	4211808	2027	Representative grab over 2x2m area, rib like outcrop of red-brown jasperoid locally with angular breccia texture. Rib trends NA330, float and outcrop to SE is unaltered grey carbonate.
Old Drillsite	MDG	Horsethief	4-Nov- 10	742377	4210908	1978	old drill site

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

HT 1900N125 0E	RGSM	Horsethief	4-Nov- 10	741250	4211900	2031	Soil sample location
I223035	RGSM	Horsethief	4-Nov- 10	742488	4210619	1955	Tagged as site as HT-30 - old drill site? Grab composite sample. Brecciated jasperoid, locally filled with hematite and jarosite after sulphides (cubic boxworks). Possible structural control 140/70
I223036	RGSM	Horsethief	4-Nov- 10	742469	4210642	1955	Grab composite sample. Brecciated Jasperoid weak hematite . Posible structural control 130/60
I223037	RGSM	Horsethief	4-Nov- 10	742440	4210623	1958	Strong hematitic brecciated jasperoids, late white silica filled cavities. Strctural control 120/65
I223038	RGSM	Horsethief	4-Nov- 10	742433	4210607	1958	Brecciated jasperoids filled with hematite- adjacent to possible old waste dump
I223039	RGSM	Horsethief	4-Nov- 10	741344	4211876	2027	Jasperoid zone, rib strike 330/80 - crackle breccia
I223040	RGSM	Horsethief	4-Nov- 10	741336	4211938	2027	Brecciated jasperoids with jarositic alteration trending 165/70
I223041	RGSM	Horsethief	4-Nov- 10	741272	4211944	2026	Angular breccia on jasperoid (intensel silica replacement), weakly hematitic
I223042	RGSM	Horsethief	4-Nov- 10	741219	4211951	2019	Brecciated jasperoid, angular fragments supported by fine grain breccia matrix (silicified powder matrix??????)

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 121 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Appendix B. Assay certificate, M Gray rock chip samples.

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 122 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 123 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 124 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 125 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 126 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 127 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 128 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 129 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

Appendix C. Bellview project historic drillhole locations.

Drillhole	UTM E NAD27	UTM N NAD27	Elev m
93B01	616,811	4,438,301	2,229
93B02	616,713	4,439,008	2,195
93B03	616,842	4,438,303	2,229
93B04	616,837	4,439,009	2,182
93B05	617,018	4,437,868	2,242
93B06	616,596	4,436,617	2,129
93B06A	616,596	4,436,617	2,129
93B07	616,788	4,438,435	2,219
93B08	616,630	4,436,617	2,128
93B09	616,821	4,438,437	2,218
93B10	616,535	4,436,614	2,124
93B11	616,799	4,437,928	2,247
93B12	616,622	4,436,797	2,169
93B13	616,858	4,437,928	2,245
93B14	616,585	4,436,803	2,165
93B15	616,862	4,437,868	2,256
93B17	616,894	4,437,861	2,254
93B19	616,955	4,437,864	2,250
93B21	617,425	4,437,487	2,232
93B22	617,400	4,437,482	2,233
93B23	616,888	4,436,724	2,134
B95001	no data
B95002	no data
BRC1	615,832	4,437,647	2,110
BRC2	616,060	4,437,631	2,131
BRC3	615,808	4,438,100	2,078
BV8302	616,891	4,438,490	2,215
BV8303	616,888	4,438,429	2,220
BV8304	616,613	4,438,271	2,195
BV8305	616,311	4,437,990	2,143
BV8306
BV8308	616,038	4,437,749	2,121
BV8309	616,308	4,437,708	2,158
BV8310	616,625	4,438,719	2,172
BV8311	616,192	4,437,537	2,140
BV8312	616,358	4,437,676	2,171
BV8313	616,588	4,437,687	2,218
BV8314	616,763	4,438,411	2,218
BV8315	616,738	4,438,324	2,223
BV8316	616,849	4,438,224	2,220

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 130 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8317	616,611	4,438,330	2,199
BV8320	616,292	4,437,527	2,164
BV8321	616,320	4,437,482	2,167
BV8322	616,306	4,437,454	2,161
BV8323	617,190	4,437,729	2,219
BV8401	616,347	4,437,390	2,155
BV8402	616,334	4,437,382	2,149
BV8403	616,344	4,437,347	2,145
BV8404	616,529	4,438,378	2,183
BV8405	616,446	4,438,363	2,167
BV8406	616,559	4,438,391	2,190
BV8407	616,582	4,438,392	2,195
BV8408	616,632	4,438,390	2,209
BV8409	616,658	4,438,407	2,214
BV8410	616,659	4,438,402	2,215
BV8411	616,690	4,438,464	2,209
BV8412	616,714	4,438,464	2,215
BV8413	616,708	4,438,408	2,221
BV8414	616,808	4,438,428	2,214
BV8415	616,772	4,438,441	2,214
BV8416	616,734	4,438,526	2,200
BV8417	616,706	4,438,542	2,196
BV8418	616,692	4,438,517	2,201
BV8419	616,679	4,438,503	2,203
BV8420	616,662	4,438,477	2,209
BV8421	616,629	4,438,473	2,206
BV8422	616,628	4,438,446	2,208
BV8423	616,676	4,438,538	2,196
BV8424	616,664	4,438,523	2,198
BV8425	616,661	4,438,553	2,192
BV8426	616,638	4,438,555	2,191
BV8427	616,891	4,437,883	2,254
BV8428	617,011	4,437,788	2,243
BV8429	616,596	4,436,777	2,158
BV8430	616,672	4,436,676	2,135
BV8431	616,608	4,436,716	2,145
BV8801	616,449	4,436,588	2,120
BV8802	616,673	4,436,588	2,115
BV8803	617,299	4,438,808	2,274
BV8804	617,154	4,438,649	2,267
BV8805	616,793	4,438,494	2,201
BV8806	616,769	4,438,430	2,215
BV8807	616,797	4,438,411	2,217

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 131 of 134

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8808	616,334	4,437,844	2,146
BV8809	616,328	4,437,763	2,158
BV8810	616,316	4,437,374	2,143
BV8811	616,210	4,437,506	2,141
BV8812	616,799	4,436,615	2,121
BV8813	616,772	4,438,501	2,201
BV8814	616,791	4,438,439	2,213
BV8815	616,801	4,438,389	2,220
BV8816	616,838	4,438,364	2,221
BV8917	616,537	4,438,462	2,188
BV8918	616,515	4,438,408	2,181
BV8919	616,519	4,438,338	2,177
BV8920	616,566	4,438,360	2,190
BV8921	616,604	4,438,538	2,193
BV8922	616,564	4,438,518	2,192
BV8923	616,559	4,438,426	2,192
BV8924	616,587	4,438,480	2,197
BV8925	616,591	4,438,447	2,199
BV8926	616,621	4,438,501	2,200
BV8927	616,811	4,438,352	2,222
BV8928	616,821	4,438,388	2,220
BV8929	616,810	4,438,428	2,214
BV8930	616,802	4,438,452	2,211
BV8931	616,840	4,438,472	2,208
BV8932	616,868	4,438,463	2,212
BV8933	616,857	4,438,435	2,214
BV8934	616,853	4,438,404	2,218
BV8935	616,849	4,438,341	2,224
BV8936	616,882	4,438,399	2,221
BV8937	616,872	4,438,368	2,223
BV8938	616,878	4,438,338	2,224
BV8939	616,822	4,438,412	2,217
BV8940	616,830	4,438,442	2,212
BV8941	616,866	4,438,495	2,210
BV8942	616,784	4,438,460	2,210
BV8943	616,735	4,438,529	2,200
BV8944	616,760	4,438,458	2,213
BV8945	616,897	4,438,455	2,220
BV8946	616,834	4,438,314	2,224
BV8947	616,831	4,438,282	2,223
BV8948	616,867	4,438,302	2,223
BV8949	616,860	4,438,274	2,221
BV8950	616,900	4,438,295	2,223

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 132 of 134

Resource Geosciences de Mexico SA de CV

Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

BV8951	616,876	4,438,180	2,217
BV8952	616,848	4,438,140	2,214
BV8953	616,708	4,438,488	2,215
BV8954	616,713	4,438,472	2,215
BV8955	616,760	4,438,416	2,218
BV8956	616,855	4,438,381	2,220
BV8957	616,829	4,438,333	2,223
BV8958	616,859	4,438,325	2,224
BV8959	616,851	4,438,294	2,223
BV8960	616,882	4,438,267	2,221
BV8961	616,844	4,438,249	2,221
BV8962	616,875	4,438,240	2,220
BV8963	616,889	4,438,317	2,224
BV8964	616,914	4,438,161	2,218
BV8965	616,879	4,438,140	2,216
BV8966	616,872	4,438,111	2,215
BV8967	616,883	4,438,045	2,222
BV8968	616,914	4,438,268	2,221
DB01	616,838	4,438,497	2,205
DB02	616,814	4,438,552	2,193
DB03	616,790	4,438,544	2,194
DB04	616,772	4,438,523	2,197
DB05	616,809	4,438,485	2,204
DB06	616,739	4,438,503	2,204
DB07	616,780	4,438,476	2,207
DB08	616,751	4,438,404	2,220
DB09	616,733	4,438,419	2,216
DB10	616,789	4,438,417	2,216
DH01	616,837	4,438,525	2,200
DH02	616,893	4,438,214	2,218
DH03	616,863	4,438,205	2,219
DH04	616,830	4,438,227	2,221
DH05	616,816	4,438,256	2,222
DH06	616,804	4,438,286	2,224
DH07	616,779	4,438,311	2,224
DH08	616,779	4,438,343	2,224
DH09	616,786	4,438,375	2,222
DH10	616,770	4,438,402	2,219
DH11	616,755	4,438,423	2,217
DH12	616,757	4,438,466	2,211
DH13	616,757	4,438,503	2,201
DH14	616,606	4,438,394	2,201
DH15	616,496	4,438,374	2,174

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Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview, and Horsethief Gold

Projects, Nevada, USA

DH16	616,360	4,438,320	2,142
DH19	616,856	4,438,165	2,216
DH20	616,840	4,438,197	2,219
DH21	616,824	4,438,190	2,219
DH22	616,765	4,438,169	2,217
DH24	616,699	4,438,139	2,197
DH29	617,043	4,438,004	2,237
DH30	616,935	4,437,925	2,245
DH31	616,758	4,437,883	2,254
DH33	616,601	4,437,789	2,217
DH34	616,486	4,437,728	2,192
DH39	616,259	4,437,143	2,149
DH48	617,319	4,437,561	2,252
DH49	617,364	4,437,456	2,242
DH51	617,153	4,437,107	2,193
DH54	616,522	4,436,976	2,181
DH58	616,982	4,436,928	2,143
DH59	616,799	4,438,320	2,224
DH60	616,727	4,438,229	2,220
DH61	616,797	4,438,225	2,223
DH62	616,792	4,438,350	2,223
DH64	616,925	4,438,225	2,220
DH65	616,501	4,437,000	2,178
DH66	616,352	4,437,118	2,160
DH69	616,800	4,438,512	2,198
DH70	616,726	4,438,568	2,188
DH72	616,606	4,438,575	2,186
DH73	616,541	4,438,561	2,187
DH75	616,926	4,438,632	2,214
DH84	616,502	4,438,473	2,181
VIEW1	617,993	4,435,553	2,135
VIEW2	617,057	4,438,281	2,238
VIEW3	616,501	4,438,413	2,179
VIEW4	616,212	4,437,305	2,136
VIEW5	616,621	4,436,518	2,101
VIEW6	616,481	4,436,912	2,162

Matthew D. Gray C.P.G. #10688 26 November 2010 Amended 7 December 2010 Page 134 of 134

EX-99.3

Exhibit 99.3

 

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

Table of Contents

Item				Page
1	Title Page			cover
2	Table of Contents, Table of Figures, List of Tables			i
3	Summary			1
4	Introduction and Terms of Reference			2
	4.1	Introduction		2
	4.2	Terms of Reference		2
	4.3	Purpose of Report		2
	4.4	Sources of Information		3
	4.5	Field Examination and Data Review by the Qualified Person.		3
	4.6	Definitions and Translations		3
5	Reliance on Other Experts			5
6	Property Description and Location			6
	6.1	Area and Location		6
	6.2	Claims and Title		8
		6.2.1	Rosario Concessions	9
		6.2.2	Julia Concessions	9
		6.2.3	Eliana II and Eliana III Concessions	9
		6.2.4	Tamara Concessions	11
		6.2.5	Eliana I Manifestacion	11
	6.3	Surface Rights		13
	6.4	Mineralization		13
	6.5	Environmental Liability		13
	6.6	Permits		13
7	Access, Climate, Infrastructure, and Physiography			14
8	History			15
9	Geological Setting			16
	9.1	Regional Geology		16
	9.2	Local Geology		18
		9.2.1	Volcanic Strata	18
		9.2.2	Intrusives	22
		9.2.3	Breccias	26
		9.2.4	Structure	30
10	Deposit Types			31

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 i

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

11	Mineralization				33
	11.1	General			33
	11.2	Active Mines and Exploration Areas within Rosario Project			33
		11.2.1	Rosario Area		33
			11.2.1.1	Rosario Decline	33
			11.2.1.2	Manto Pit	40
			11.2.1.3	Tamara	41
			11.2.1.4	Other Copper Occurrences	44
	11.3	Related Mines and Prospects Outside of Rosario Project			44
		11.3.1	Simonetta		44
		11.3.2	Carmen		46
		11.3.3	Trillador		46
		11.3.4	SOESMI		46
12	Exploration				49
	12.1	General			49
	12.2	Geologic Mapping and Geochemical/Mineralogical Sampling			49
13	Drilling				50
14	Sampling Method and Approach				51
	14.1	Sampling Method, Nature, and Spacing			51
		14.1.1	Surface Rock Chip Samples		51
	14.2	Recovery Factors			51
	14.3	Sample Quality and Representativity			51
15	Sample Preparation, Analyses, and Security				53
	15.1	Personnel			53
	15.2	Bridgeport Resources Sampling Program			53
		15.2.1	Sample Security/Chain of Custody		53
		15.2.2	Sample Preparation by ALS Chemex		53
		15.2.3	Analytical Techniques used by ALS Chemex		53
16	Data Verification				55
	16.1	Prior Exploration Campaigns			55
	16.2	Production Data			55
17	Adjacent Properties				58
18	Metallurgical Testing				59
19	Mineral Resource Estimate				60
20	Other Relevant Data and Information				61
21	Interpretation and Conclusions				62
22	Recommendations				64

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 ii

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

	22.1	Target Concepts		64
		22.1.1	Stacked Manto Targets	64
		22.1.2	Intrusive and Breccia Hosted Targets	65
		22.1.3	Other Targets	65
	22.2	Exploration Program and Budget		68
23	References			70
24	Statement of Qualification			72

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 111

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

List of Figures

Figure	Page
Figure 6.1.     Rosario project location map.	7
Figure 6.2.     Concession Map	12
Figure 9.1.     Regional geologic map of Rosario area, summarized from Arevalo, 2005	17
Figure 9.2.     Reconnaissance geologic map of Rosario project area	19
Figure 9.3.     Autoclastic angular breccia texture, waypoint 62.	20
Figure 9.4.     Clay altered and weathered volcaniclastic arenites and siltstones, waypoint 80.	20
Figure 9.5.     Photo looking SW at SE dipping volcanic strata forming dip slope.	21
Figure 9.6.     SE dipping contact between andesites at waypoint 82	21
Figure 9.7.     Detail of andesite contact at waypoint 82 showing carbonate veining and slip planes.	22
Figure 9.8.     Unaltered, andesitic dike or sill intruding clay-sericite altered volcanic at waypoint 10.	23
Figure 9.9.     Fine grained magnetic sill cutting intrusive breccias at waypoint 072.	23
Figure 9.10.    Fine grained, dioritic intrusive with xenolith of grey limestone, waypoint 6	24
Figure 9.11.    Near vertical contact between dioritic intrusive and andesitic volcanic, waypoint 88.	24
Figure 9.12.    Sharp intrusive contact between porphyritic diorite and andesites, waypoint 110.	25
Figure 9.13.    Detail of porphyry intrusion contact with country rock andesites at waypoint 110.	25
Figure 9.14.    Fine grained andesitic dike, waypoint 23.	26
Figure 9.15.    Intrusive breccia exposed in Rosario decline.	27
Figure 9.16.    Detail of contact between clast and matrix, intrusive breccias in Rosario decline.	27
Figure 9.17.    Intrusive breccias, diorite composition, waypoint 60	28
Figure 9.18.    Intrusive breccias, diorite composition, waypoint 32	28
Figure 9.19.    Extremely coarse, mega-clastic breccias exposed in pit highwall waypoint 32.	29
Figure 9.20.    Angular clast supported breccia exposed in Rosario mine decline.	29
Figure 11.1.    Pervasive albitization following volcanic stratigraphy exposed in Rosario decline.	34
Figure 11.2.    Detail of alteration front of pervasive albitization affecting andesitic volcanic.	35
Figure 11.3.    Albite-tourmaline alteration of mineralized and sterile dioritic intrusion	35
Figure 11.4.    Sharp contact between mineralized and unmineralized diorite exposed in Rosario pit	36
Figure 11.5.    Razor sharp contact between mineralized breccia and unmineralized diorite	37
Figure 11.6.    Detail of contact between mineralized breccias and diorite, Rosario mine	37
Figure 11.7.    Detail of mineralized angular breccias, upper workings portal, Rosario mine.	38
Figure 11.8.    Cross section through Rosario mine decline.	39
Figure 11.9.    Stratiform conformable mineralized zone exposed in Manto zone.	41
Figure 11.10.  Coarse grained, porphyritic-phaneritic, dioritic intrusive at waypoint 27.	42
Figure 11.11.  Looking NA020 down trend of in oxidized copper mineralization at waypoint 107.	42
Figure 11.12.  Vug filling clots of chalcopyrite in andesite breccias at waypoint 25	43
Figure 11.13.  Breccia texture in mineralized andesite at waypoint 25	43
Figure 11.14.  Gently dipping contact between porphyry and underlying andesite.	44
Figure 11.15.  Tourmalinized andesitic volcanic exposed in outcrop on Simonetta claim	45
Figure 11.16.  Copper oxides, Rajo Norte pit, SOESMI concession	47
Figure 11.17.  Selective deposition of copper oxides controlled by lithology at waypoint 19.	48
Figure 16.1.    Loading of sulfide ore from Rosario mine for shipment to ENAMI.	56
Figure 22.1.    Satellite image of Manto pit area at Rosario project, prior to exploration or mining	66
Figure 22.2.    View looking SW at Manto pit area.	66
Figure 22.3.    Image of project area showing proposed Phase 1 diamond drillhole locations.	67

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List of Tables

Table	Page
Table 15.1.   Element concentrations analyzed and analytical limits.	54
Table 16.1.   Descriptions and assays, samples collected from Rosario concession	57
Table 22.1.   Proposed Phase 1 Drill Program	68
Table 22.2.   Recommended work plan and budget, Rosario Project	69

List of Appendices

Table	Page
Appendix A.   Assay certificates, rock chip samples collected by M. Gray	72
Appendix B.    ENAMI sales data tabulation, Rosario mine ores	77
Appendix C.    Waypoint listing, M Gray reconnaissance evaluation	85

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3   SUMMARY

The Rosario project comprises structurally and stratigraphically controlled Cu-Au mineralized zones, hosted by andesitic volcanic strata, diorite intrusions, intrusive breccias, and hydrothermal breccias. Within the Rosario project, surface and underground mine workings, hydrothermal alteration, copper showings, and geochemical rock chip sampling, define a 1.4 km square area of hydrothermal alteration that contains numerous distinct zones of Cu-Au mineralization. Cu-Au mineralization is present as stratigraphically controlled, tabular mineralized zones (“mantos”), high angle mineralized structural zones, and mineralized bodies developed in or adjacent to intrusive and related intrusive and/or hydrothermal breccias. The most important copper-gold occurrences thus far identified are those contained with the Rosario concessions. Oxide and sulfide copper deposits throughout the district have been exploited by surface and underground methods, and at Rosario, an underground mine is currently producing approximately 2,000 tonnes per month of sulfide ore containing ~2% Cu and >0.5 gpt Au. The exposed copper-gold occurrences are best classified as intrusive-related systems, characterized by alteration mineral assemblages containing albite, tourmaline, actinolite/tremolite, sphene, sericite and/or clay minerals in varying proportions. The mineralized areas visited by the author at the Rosario project are geologically similar to economically important copper deposits that have been successfully mined elsewhere in Chile. The evaluation of the project by the author validated that the project host targets of economic significance that merit drill testing. Existing mining operations conclusively show that the mineralized system formed deposits of potential economic significance, but data is insufficient to determine the size and metal content of the currently exploited deposits. Drilling should be conducted with the objective of determining the orientation, size, and grade of the exposed mineralized zones. Additionally, exploration drilling is required to test for the presence of unexposed mineralized zones hosted within the identified hydrothermal alteration envelope. A $2.4M USD, two-stage exploration program, including a minimum of 3,000m of drilling is recommended.

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4   INTRODUCTION AND TERMS OF REFERENCE

4.1 Introduction

Resource Geosciences de Mexico SA de CV (RGM) and Matthew D. Gray, the author of this report, were asked by Bridgeport Ventures Inc. to perform an independent evaluation of the Rosario copper-gold project in Region III, Atacama, Chile, and to provide Bridgeport Ventures with a technical report compliant with CSA National Instrument 43-101. This report has been prepared to meet Canadian Securities Administrators National Instrument 43-101 standards. The report provides a summary of the geology of the project and its potential to host economic mineral deposits.

This revised report, with Amended date 7 December 2010, differs from the version dated 27 November 2009, revised 4 December 2009, which was filed on SEDAR on 16 December 2009, in that this report has modifications to Items 4.3, 4.4. and 5, such modifications made to insure compliance with CSA NI43-101 policies regarding limitations on disclaimers.

4.2 Terms of Reference

This Technical Report has been prepared for Bridgeport Ventures Inc., a publicly traded company listed on the TSX Venture Exchange under symbol BPV. Matthew Gray, senior partner of RGM, an independent geosciences consulting firm contracted by Bridgeport Ventures Inc., visited the Rosario project, reviewed the available geologic data, and took independent samples in connection with the preparation of the Technical Report.

4.3 Purpose of Report

The purpose of this report is to provide an independent assessment of the Rosario copper-gold project and to recommend an exploration program to enhance the economic potential of the project. This report was prepared following the guidelines of CSA National Instrument 43-101.

This Technical Report and all publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM for this Technical Report are for sole and exclusive use of Bridgeport Ventures Inc. However all reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM during completion of this Technical Report shall be and remain the property of RGM. Unauthorized use or reuse by third parties of reports, publications, exhibits, documentation, conclusions, and other work products obtained or developed by RGM for the purposes of this Technical Report is prohibited. This Technical Report was prepared specifically for the purpose of complying with Canadian Securities Administrators National Instrument 43-101 and may be distributed to third parties and published without prior consent of RGM if the Technical Report is presented in its entirety without omissions or modifications, subject to the regulations of NI43-101.

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4.4 Sources of Information

In the preparation of this report the author has relied on his own observations and independent assay data, supplemented by information obtained through review of both published and unpublished documents and maps. In addition to the author’s own observations and assay data, sources of information regarding regional geology, mining history of the region, and topographic data, include:

- Geologic, geophysical, and assay data collected and published by the Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología, a Chilean Federal agency.

- Topographic and physiographic data collected and published by the Instituto Cartografico Militar, a Chilean Federal Agency.

Data that was not generated by the author has not been independently verified, except as noted in Item 16 of this report. Where information from unverified sources is relevant to interpretations and discussions of the economic potential of the project, the source of information is explicitly mentioned.

4.5 Field Examination and Data Review by the Qualified Person.

The Qualified Person responsible for this report, Matthew D. Gray, Ph.D., C.P.G., President of Resource Geosciences de Mexico SA de CV, conducted two separate field visits to the Rosario project. The project was briefly visited on 29 July 2009 while the author evaluated mines in the region. The author returned to the project for six days in October, 2009. The purpose of the visit was to examine the property geology, the most important known mineral occurrences and historic inactive mine workings, and to collect independent geochemical samples of altered and mineralized areas. The author also spent several days in RGM’s Hermosillo, Sonora office reviewing and interpreting geologic and assay data obtained during the site visit.

Prior to the field visit and data review conducted for the purposes of this Technical Report, the author had been directly involved in mineral exploration programs in the region, but had not conducted examinations of the Rosario project.

4.6 Definitions and Translations

CONAMA - Comision Nacional de Medioambiente (National Environmental Commission)

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ENAMI	-	Empresa Nacional de Mineria
gpt	-	grams per tonne
Bridgeport	-	Bridgeport Ventures Inc.
ICM	-	Instituto Cartografico Militar (Military Mapping Institute)
km	-	kilometer
M	-	million
NAD	-	North American Datum
oz.	-	Troy Ounce
ppm	-	parts per million
PSAD56	-	Provisional South American Datum 1956
RGM	-	Resource Geosciences de Mexico SA de CV
Rio Condor	-	Rio Condor Resources S.A.
SERNAGEOMIN	-	Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología (Chilean Federal Geological and Mining Survey)
USD	-	United States Dollar
UTM	-	Universal Transverse Mercatur
WGS84	-	World Geodetic System 1984 datum

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5   RELIANCE ON OTHER EXPERTS

The professional opinions expressed in this report are based in part on data and information generated by and obtained from the property owner, Rio Condor Resources S.A., experts hired by Bridgeport Ventures Inc., and public domain sources. The author of this report has excercised all reasonable care in reviewing the supplied information and believes that the information provided is accurate. Data that was not generated by the author has not been independently verified, except as noted in Item 16 of this report. Where information from unverified sources is relevant to interpretations and discussions of the economic potential of the project, the source of information is explicitly mentioned. General information for the Rosario property was obtained from the following sources:

Material	Source
Mining concession Information	Quinzio y Compania Abogados, Legal Counsel, Santiago, Chile; Juan Bednar R., Minerals Landman, Santiago, Chile
Assay data, due diligence sampling by M Gray	ALS Chemex Laboratories Inc.
Regional and local geologic maps	Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología
Regional and local topographic data	Instituto Cartografico Militar

Appropriate scientific methods and best professional judgment were utilized in the collection and interpretation of data discussed in this report. However, users of this report are cautioned that the evaluation methods used herein are subject to inherent uncertainties and assumptions, over which Matthew D. Gray and RGM have no control. These uncertainties and assumptions are stated herein. Users of this report are hereby advised to be aware of and understand these uncertainties and assumptions.

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6     PROPERTY DESCRIPTION AND LOCATION

6.1   Area and Location

The Rosario project comprises 324 Ha. of mining concessions and is located in the provincia of Copiapó, Region III, Atacama, Chile, approximately 38 km S-SE of the city of Copiapó (Figure 6.1) .

The center of the project area is located at UTM Zone 19 J, Southern Hemisphere, 384,900E 6,937,900N, Datum WGS 84, or South Latitude 27^o 40’ 41” West Longitude 70^o 10’ 03”, Datum WGS 84.

All geographic references in this report utilize UTM Zone 19 J Southern Hemisphere and datum WGS 84 unless otherwise stated.

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Figure 6.1. Rosario project location map.

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6.2   Claims and Title

Mining and exploration rights in Chile are controlled by the Federal Government. Private parties can obtain mineral rights via solicitation of an exploration concession (pedimento) and prior to exploitation, converting the exploration “pedimento” to an exploitation concession. The mining concessions are administered by the SERNAGEOMIN, a Federal agency. To maintain concessions in good legal standing, concession holders are obligated to pay annual tax payments.

The Rosario project consists of 4 concession groups covering in aggregate 324 Has and one application for a mining concession currently under review for issuance of title. The titled mining concessions are shown in Figure 6.2 and concession information is summarized in the embedded table. The legal standing of these claims has been verified by Bridgeport’s legal counsel in Chile, Lic. Cristian Quinzio of Quinzio y Vergara in Santiago, Chile. Quinzio has also reviewed and confirmed the validity of the purchase option contracts by which Rio Condor Resources SA (Rio Condor), may obtain ownership of the mining concessions. Bridgeport has agreed to acquire Rio Condor.

As specified in Title 5, Paragraph 3, Section 2a, Article 74, of the Chilean Federal Mining Law (Codigo Minero), the location of concession boundaries are marked in the field with survey monuments placed by a registered engineer or minerals landman (perito minero) at the vertices of each claim group. During the site visit to the project the author located several survey monuments and obtained UTM coordinates for them using a Garmin GPS model Map60 CSX. The survey monuments matched the concession vertices indicated on the mineral claims land maps.

The claims and claim application are currently controlled by Rio Condor by means of five separate agreements whereby Rio Condor can earn a 100% interest in the mining concessions and applications, subject to a 2% NSR which may be purchased for $2M USD, by making annual cash payments over a four year period totaling $10.4M USD.

Under terms of the option agreements, Rio Condor may only waive all together the five (5) Option Agreements and does not have the right to waive one or more independently. This means that the option granted by each Option Agreement must be exercised collectively with all Option Agreements. The Rosario 1/10, Julia 1/18, Eliana I 1/20 and Eliana II 1/22 – Eliana III 1/2 Option Agreements contemplate that should the option be exercised then from the beginning of commercial production of each Mining Property a NSR Royalty of 2% must be paid by Rio Condor on a quarterly basis. Rio Condor may acquire the NSR Royalty by paying to all the vendors a purchase price of US$2,000,000. The NSR Royalty payments and if applicable its purchase price, is to be distributed among the four vendors according to the following percentages: Rosario, 26,71%; Julia, 10,29%; Eliana I, 52,82%; Eliana II, 5.09% y Eliana III, 5.09% .

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6.2.1   Rosario Concessions

Rio Condor may obtain from SLM Rosario Una de la Sierra San Marcos, a 100% interest in the Rosario 1 to 10 concessions, subject to a 2% NSR which may be purchased for $534,200 USD, under terms of a purchase option agreement executed on 5 November 2009. Rio Condor may exercise the purchase by making cash payments totaling $2,670,589 USD over a 4 year period. An initial payment of $66,765 USD has been made, and the next payment is due on 5 November 2010 in the amount of $200,294 USD.

Under current Chilean mining law a mining concession must be a square or rectangle with minimum dimensions of 100 x 100m, positioned such that sides are oriented due North-South and East-West. Because of this restriction, the ground shown in white in a stair step pattern surrounding the Rosario 1 to 10 concessions cannot be claimed by any person as an independent and individual mining concession because none of such stair steps considered individually comply with the minimum dimensions and position requirements already referred to. Under Chilean mining law, at such time that this ground is completely enclosed by other valid mining concessions, these open fractions automatically convert to irregularly shaped concession blocks called “demasias” with rights assigned to the senior contiguous concession. In this case, the Rosario concession block is the senior concession group with rights to this ground. Rio Condor’s legal counsel has advised that it is convenient to produce the “demasias” that will favor the Rosario concessions by applying for a mining concession that aside from overlapping areas already comprehended by some of the Rosario project concessions, would take part of the open areas and confine the Rosario property with two other neighboring exploitation mining claims, therefore producing the “demasias”, thus triggering the eventual assignment of this ground to the Rosario concession.

Up until such time that Rio Condor exercises the purchase option, SLM Rosario Una de la Sierra San Marcos is permitted to continue exploitation activities up to 6,000 tonnes per month.

6.2.2   Julia Concessions

Rio Condor may obtain from SLM Julia Una de la Sierra San Marcos, a 100% interest in the Julia 1 to 18 concessions, subject to a 2% NSR which may be purchased for $205,800 USD, under terms of a purchase option agreement executed on 5 November 2009. Rio Condor may exercise the purchase by making cash payments totaling $1,029,412 USD over a 4 year period. An initial payment of $25,735 USD has been made, and the next payment is due on 5 November 2010 in the amount of $77,206 USD.

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6.2.3   Eliana II and Eliana III Concessions

Rio Condor may obtain from SLM Eliana II Una de la Sierra San Marcos and SLM Eliana III Una de la Sierra San Marcos, a 100% interest in the Eliana 1 to 22 and Eliana III 1 to 2 concessions under terms of a purchase option agreement executed on 5 November 2009. Rio Condor may exercise the purchase by making cash payments totaling $1,017,646 USD over a 4 year period. An initial payment of $25,441 USD has been made, and the next payment is due on 5 November 2010 in the amount of $76,323 USD.

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6.2.4   Tamara Concessions

Rio Condor may obtain from SLM Tamara I Una de la Sierra San Marcos a 100% interest in the Tamara 1 to 9 concessions under terms of a purchase option agreement executed on 5 November 2009. Rio Condor may exercise the purchase by making cash payments totaling $400,000 USD over a 4 year period. An initial payment of $15,000 USD has been made, and the next payment is due on 5 November 2010 in the amount of $35,000 USD.

6.2.5   Eliana I Manifestacion

Rio Condor may obtain from SLM Eliana I Una de la Sierra San Marcos a 100% interest in the Eliana 1 to 20 concessions under terms of a purchase option agreement executed on 5 November 2009. Rio Condor may exercise the purchase by making cash payments totaling $5,282,353 USD over a 4 year period. An initial payment of $132,059 USD has been made, and the next payment is due on 5 November 2010 in the amount of $396,176 USD.

Up until such time that Rio Condor exercises the purchase option, SLM Eliana I Una de la Sierra San Marcos is permitted to continue exploitation activities up to 4,000 tonnes per month.

The Eliana I manifestacion (claim application) is currently under review by SERNAGEOMIN and the total hectares that will be awarded to this concession is not yet determined. The application covers ground that is east of, and not contiguous with, the Julia concession block. The Eliana I application is physically separated from the core of the project area and is not shown on claim map presented as Figure 6.2.

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Figure 6.2. Concession Map. Note that white stair step shaped areas surrounding the Rosario concession are irregular fractions with rights ultimately assignable to the Rosario concession, as described in Item 6.2.1 of this report.

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6.3   Surface Rights

The ownership of surface rights has been investigated by Rio Condor and by a minerals landman and no record of private surface rights has been found in the public record thus the lands are interpreted to be Federally held. Rio Condor has requested confirmation of Federal surface rights from the Chilean Federal lands bureau. Chilean mining law allows exploration activities to proceed on undeveloped lands without requirement of a surface access agreement. The legal ownership of surface rights has not been verified by the author or RGM.

6.4   Mineralization

Numerous active small mines and exploration workings are present within the property area. Nearly all are developed on zones of supergene copper mineralization, and are easily identified in the field by the distinctive blue, green, and blue-green coloration of the rock caused by the presence of copper oxides, carbonates, sulfates, silicates, and halides, accompanied by varying amounts of iron-oxide staining. Controls on mineralization include high angle structural zones, volcanic stratigraphic contacts, and intrusive and/or hydrothermal breccias. The metals currently produced are copper and gold. The principal mineralized occurrences and mines in the district that have thus far been explored are described in Item 11 of this report.

6.5   Environmental Liability

Potential environmental liabilities associated with the active and historic mining at the project have not been investigated or verified by the author or RGM, but no significant environmental liabilities are apparent. Small abandoned mines and unmineralized rock piles are present but are not generating acid drainage. There are no plant facilities present within the project area, nor are tailings piles present.

6.6   Permits

Exploration and mining activities in Chile are subject to control by the Comision Nacional de Medioambiente (CONAMA). A review of environmental compliance and permitting issues was not within the scope of the present study. Because the Rosario project is within an active mining district, and the project itself hosts an active mining operation, it is presumed that additional exploration activities at Rosario will not be prohibited by environmental regulations. Chilean mining law grants a mining concession holder the right to conduct basic exploration activities, including drilling, without the need for prior Federal approval.

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7   ACCESS, CLIMATE, INFRASTRUCTURE, AND PHYSIOGRAPHY

The property is located approximately 38 kilometers east-southeast of the city of Copiapó, in the provincia of Copiapó, comuna of Tierra Amarilla, Region III, Atacama, Chile (Figure 6.1) . Access is by road from Copiapó and requires approximately 1 hour of travel time. The first 26 kilometers is via paved Federal Highway 35, heading south to the electrical substation at the COEMIN mineral processing plant, thence turning east on unpaved highway C401. Beginning at C401 the remaining distance (approximately 20 kilometers) is on unpaved but well maintained high speed roads. From the COEMIN plant one travels east 7 km on Highway 401 and then turns south on road C405 continuing 12km, thence west onto the access road to the Rosario mine for a distance of 1.5km to arrive at the mine area. Road C405 passes directly through the project area. Electric transmission lines follow highway C401 and are close as 11 km to the project.

All basic services are available in Copiapó and Tierra Amarilla, both of which are important mining centers. The project area is unpopulated, except for the camps of the miners currently exploiting the copper deposits. Most of the inhabitants of the region depend on mining and agriculture (grapes) for economic sustenance. An adequate supply of experienced labor for mining operations can be drawn from the region.

The nearest commercial airport is located 46km west of Copiapó and is served by daily flights from Santiago and other Chilean cities.

The property is in the southern portion of the Atacama desert, west of the Andean Cordillera. The topography consists of gentle mountain ranges separated by narrow valleys. Elevations in the project area range from 1,050 meter ASL to over 1,460 meter ASL. Areas of low relief in the southern portion of the project area are suitable locations for mill sites, leach pads, waste dumps, and other mine related infrastructure.

The climate in the area is arid with seasonal temperatures ranging from an average annual high of 28^oC in January and an average annual low temperature of 5 ^oC in July, as measured at meteorological station Copiapó-Chamonate located at 27° 18' S, 70°25' W, 291 m ASL (Dirección Meteorológica de Chile, 1991). Average annual precipitation is 12 mm. Exploration activities may be conducted year round.

Vegetation in the area is sparse to absent, consisting only of small scrub in the valley floors along temporal river or stream channels.

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8   HISTORY

The date of the earliest exploration and mining activity in the San Marcos district is undocumented. Early exploration of the district probably occurred in the late 1700’s concurrent with the early exploitation of mines in the nearby Punta del Cobre and Pampa Larga mining districts (Ortiz et al, 1966; Salas, 1954).

Modern exploration of the district consists of direct mining of copper oxide showings exposed in outcrop using tracked excavators. Small scale exploitation of mineralized zones exposed in outcrop commenced in the early 1990s with ores produced sold directly to the Federally controlled mining company, Empresa Minera Nacional SA (ENAMI), operator of a mill and floatation concentration plant located adjacent to Copiapó.

The only drilling known to have been completed in the district are shallow (<100m) diamond core holes completed within or adjacent to small surface cuts and pits at the SOESMI and Trillador properties. In the case of the former, the claimant reports that Sociedad Punta del Cobre SA (Pucobre) completed a 916m drill campaign in the first semester of 2009, and in the case of the latter, ENAMI completed an unknown number of drillholes targeting the extensions of copper oxide mineralization exposed in surface cuts and open pits. During field review of the Simonetta area the author noted an uncapped and uncased abandoned drillhole, apparently an exploration drillhole targeting a zone of copper oxide mineralization exposed in a small surface cut. The entity responsible for this drilling and the results are unknown to the author.

During the field review ground electrode stations for IP surveys were noted in the Simonetta and Rosario concessions. The claimant of the Simonetta concession advises that Freeport conducted the IP survey in the area in 2008.

Minera Barahona has been mining oxide and sulfide ores at the Rosario concession from surface cuts, open pits, and a spiral decline, and currently is selling approximately 2,000 tonnes per month of sulfide ores to ENAMI, delivered to the ENAMI mill and concentration plant outside of Copiapó.

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9   GEOLOGICAL SETTING

9.1 Regional Geology

The Rosario Project is within the San Marcos Mining District, hosted by the Cretaceous Cerillos Formation, a 6,000m thick sequence of dominantly clastic sedimentary strata which crops out continuously in an 8km wide, 70km long, N-NE trending swath (Arevalo, 2005). Regional geology is summarized in Figure 9.1. The upper 3,500m of the sequence hosts conglomerates and volcanic breccias intercalated with sandstones and andesite and basaltic andesite lavas and autoclastic breccias. Diaz et el. (1998) described irregular manto, chimney, and vein Cu deposits hosted by andesitic lavas of the Cerrillos Formation where they were intruded by dikes and small stocks of andesitic and dioritic composition. The deposits described by Diaz et al. (1998) contain specularite and/or magnetite as characteristic gangue minerals. The Cerrillos Formation lacks chronostratigraphic fossils but paleontological and radiometric age dates of underlying strata and cross cutting intrusives fix the age of the Cerrillos Formation within the range 89 to 125 Ma (Aptian – Turonian). Geologic and metallogenic maps (Diaz et al., 1998, Arevalo, 2005) published by the Chilean Geological Survey (SERNAGEOMIN – Servicio Nacional de Geologia y Mineria) demark an extensive zone of hydrothermal alteration (mineral assemblage not specified) that partly covers the Rosario project area. The Cerillos Formation overlies and is separated from the Jurassic-Cretaceous Chanarcillo Group and the Punta del Cobre Formation by an erosional disconformity.

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Figure 9.1. Regional geologic map of Rosario area, summarized from Arevalo, 2005.

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9.2 Local Geology

The following discussion of project geology is based upon 6 days of field examinations by the author. A reconnaissance geologic map of the district is presented as Figure 9.2. A listing of waypoints where geologic data was collected is presented as Appendix C.

9.2.1   Volcanic Strata

The project area is underlain by a compositionally monotonous sequence of andesitic volcanic and volcaniclastic strata. A lack of compositionally or texturally distinct marker units hinders mapping of the area. Andesites observed include dark, magnetic, fine grained, sparsely porphyritic aphanitic andesites in which fine grained plagioclase phenocrysts are the only megascopically observable mineral, and course grained, plagioclase phenocrystic, porphyritic-aphanitic, non magnetic andesites. Breccia textures interpreted to be autoclastic flow breccias were observed (Figure 9.3) but many of the andesites lack textural evidence that would indicate a subaerial rather than shallow subvolcanic origin. Fine grained volcaniclastic arenites and siltstones are interpreted to be intercalated with the andesites. The volcaniclastic strata recessively weather and are generally only exposed in road cuts (Figure 9.4) . Where primary volcanic stratification was observed and measured, it consistently had northeast strike with dip to the southeast at 25 to 45 degrees. (Figures 9.5 and 9.6) . Many volcanic lithologic contacts exhibit some degree of structural dislocation (Figure 9.7), but the contacts are interpreted to reflect primary volcanic contacts that served as zones of weakness that localized later small scale displacements as a result of post-depositional stress. Displacement along the primary contacts is unquantified but is interpreted to be a result of relatively minor bedding plane slip.

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Figure 9.2. Reconnaissance geologic map of Rosario project area.

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Figure 9.3. Autoclastic angular breccia texture. Andesite clasts in andesite matrix, waypoint 62.

Figure 9.4. Clay altered, oxidized and weathered, fine grained volcaniclastic arenites and siltstones, waypoint 80.

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Figure 9.5. Photo looking SW at SE dipping volcanic strata forming dip slope.

Figure 9.6. SE dipping contact between andesites at waypoint 82. Photo looking NE.

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Figure 9.7. Detail of andesite contact at waypoint 82 showing carbonate veining and apparent slip planes along contact.

9.2.2   Intrusives

Reconnaissance mapping indicates that the andesitic sequence has been intruded by dikes, sills, and small stocks of diorite and andesitic subvolcanic intrusives. Three compositionally similar but texturally different types of intrusive are recognized: dark colored, fine grained, magnetic, plagioclase bearing dikes and sills; equigranular, fine grained, dioritic intrusions present as sills, dikes and irregular plugs; and course grained, plagioclase phenocrystic, porphyritic-phaneritic dioritic intrusive. The intrusives are compositionally similar to the strata they intrude, and in many cases are difficult to distinguish from their host rocks where the textural contrast is slight and intrusive contacts are not exposed. Pervasive hydrothermal alteration further obscures the nature of the intrusives. Where they are intensely hydrothermally altered, they are not distinguishable from their altered host rocks. Even where not intensely altered, conformable sills are not readily distinguishable from the volcanic strata.

The fine grained, magnetic, plagioclase phenocrystic, porphyritic-aphanitic intrusives often are not intensely hydrothermally altered and appear to post date the mineralizing event (Figure 9.8) . These intrusions are often erosionally resistant and cap hills or form dip slopes (Figure 9.9), giving a misleading impression of a wide distribution. The equigranular, fine grained, dioritic intrusives appear to be present as both sills conformable with volcanic bedding and as dikes or plugs that transect the volcanic stratigraphy (Figures 9.10 and 9.11) . The coarse grained, plagioclase phenocrystic, porphyritic-phaneritic intrusive is observed in the western portion of the project area where its outcrop pattern suggests it is present as small stocks. It is seen in razor sharp contact with the country rock andesites (Figures 9.12 and 9.13) and it is crosscut by fine grained to aphanitic andesitic dikes (Figure 9.14) . A fine grained, equigranular dioritic intrusion outcrops in the eastern portion of the project area and the Rosario mine decline is developed in this intrusive. Exposures in the Rosario decline are consistent with the dioritic intrusion(s) being present at least in part as sills conformable to the volcanic stratigraphy.

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Figure 9.8. Unaltered, dark grey, plagioclase phenocrystic, magnetic andesitic dike or sill intruding pervasively bleached, clay-sericite altered volcanic at waypoint 10.

Figure 9.9. Fine grained magnetic plagioclase phenocrystic sill cutting intrusive breccias and forming dip slope at waypoint 072.

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Figure 9.10. Fine grained, weakly porphyritic, plagioclase phenocrystic, dioritic intrusive with xenolith of grey limestone, waypoint 6.

Figure 9.11. Near vertical contact between fine grained, equigranular, dioritic intrusive and andesitic volcanic, waypoint 88.

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Figure 9.12. Sharp intrusive contact between coarse grained, plagioclase phenocrystic, porphyritic phaneritic diorite and country rock andesites, waypoint 110.

Figure 9.13. Detail of porphyry intrusion contact with country rock andesites at waypoint 110.

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Figure 9.14. Fine grained andesitic dike in apparent crosscutting relationship with coarse grained, plagioclase phenocrystic, porphyritic-phaneritic, dioritic intrusive, waypoint 23.

9.2.3   Breccias

Outcrops of matrix-supported, rounded to subangular breccias comprised of dioritic clasts in a dioritic matrix are interpreted as intrusive breccias associated with emplacement of diorite (Figures 9.15, 9.16, 9.17, 9.18, and 9.19) . Breccias with similar texture that exhibit pervasive hydrothermal alteration of both clasts and matrix may represent altered intrusive breccias or may be hydrothermal breccias cutting diorite (Figure 9.20) . These breccias are often associated with mineralization as discussed in Item 11 of this report.

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Figure 9.15. Intrusive breccia exposed in Rosario decline comprised of large angular dioritic clasts in fine grained dioritic (?) intrusive matrix. Note white color of clast caused by pervasive albitization, with similar intense alteration absent from matrix.

Figure 9.16. Detail of contact between clast and matrix, intrusive breccias exposed in Rosario decline.

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Figure 9.17. Intrusive breccias, diorite composition, waypoint 60.

Figure 9.18. Intrusive breccias, diorite composition, waypoint 32.

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Figure 9.19. Extremely coarse, mega-clastic breccias exposed in pit highwall waypoint 32.

Figure 9.20. Angular clast supported breccia exposed in Rosario mine decline. Pervasively albite altered. Interpreted as hydrothermal breccia.

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9.2.4   Structure

A lack of distinctive mappable marker units precludes inference of large scale structures by offsets, termination, or repeats of outcrop patterns. Numerous NA265 to 315 striking, steeply SW dipping to vertical, fault planes were noted in mine workings and prospects throughout the project area, and in one case a mapped fault correlates with a linear feature observable on satellite images with an apparent strike length of greater than 600m, however in most cases faults observed cannot be confidently projected beyond the immediate area of exposure. The inferred northeast striking fault shown on Figure 9.2 is not directly observed but is inferred on the basis of the linear termination of outcrops of intrusive and breccias. High angle, sheeted fractures and joints were observed at every azimuth and at the level of reconnaissance mapping completed thus far, no dominant structural fabric is apparent.

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10 DEPOSIT TYPES

The exploration target recognized at the project is an intrusive related Cu-Au deposit, with ore metal distribution controlled by both lithology and structure. The Rosario mineralized system shares some common traits with IOCG (iron oxide copper gold) deposits including an association with Na-metasomatism and ore mineralogy dominated by chalcopyrite, and the deposit is located within a productive IOCG mineral belt, however hypogene specularite and/or magnetite, which are an essential component of IOCG deposits, were not observed to be present. The Rosario deposit has traits in common with Chilean manto type copper deposits including andesitic host rocks, stratigraphic control to metal distribution, association with dioritic intrusions, and albitic alteration, however the Rosario system’s elevated gold content contrasts sharply with typical Chilean manto deposits that are gold deficient, Cu-Ag systems. The Rosario system is classified by the author as intrusive related, but not a porphyry system. Rosario lacks phyllic (quartz-sericite-pyrite) alteration zones, potassic alteration zones, and stockwork veinlets, all of which are characteristic of porphyry systems.

Three partially overlapping mineralized environments are present at the prospect, and all are interpreted to be genetically related:

1.	Manto copper deposits, in which the host rocks are andesitic volcanic strata and primary copper sulfide mineralization is present in conformable stratiform zones.
2.	Intrusive and breccia hosted copper deposits, in which the host rock is dioritic intrusion and/or related breccias.
3.	Structurally controlled copper deposits, in which distribution of copper mineralization is related to high angle faults and structural zones.

Any one or all three mineralization styles may be present at a particular target area. High angle structures may control the distribution of mantos, with mantos preferentially developed adjacent to them, and the structures may also influence emplacement of intrusions, intrusive breccias, and hydrothermal breccias, thus the intrusive and breccia related Cu occurrences may be cospatial with or independent of manto and high angle mineralized zones.

The Rosario system exhibits some similarities to both Chilean manto and IOCG deposits. Some of the economically important examples of these ore deposit types are discussed herein. The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Rosario property.

Chilean manto deposits are stratigraphically controlled, andesite hosted Cu deposits, and have been an economically significant ore type in Chile. The mineralized mantos are tabular zones developed in favorable volcanic strata, and the mantos are developed adjacent to high angle mineralized structural zones. High angle hydrothermal breccias are often important hosts of mineralization, thus the manto deposits encompass tabular stratiform orebodies; discordant, vein type near vertical orebodies; and high angle discordant pipe-shaped or chimney deposits hosted by breccias. Two important metallogenic environments host manto deposits in Chile, the Jurassic La Negra Formation in the Coastal Cordillera in Region II, and the Early Cretaceous volcanic belt in between Region III and Santiago. The most important mines developed on manto orebodies include Mantos Blancos, hosted by andesites of the La Negra Formation, with production, resources, and reserves of 500Mt @ 1.0% Cu (Ramirez et al., 2006) and El Soldado, hosted in Cretaceous volcanic rocks of the Lo Prado Formation, with production and reserves of 130Mt @ 1.5% Cu (Boric et al, 2002). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Rosario property.

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Chilean IOCG deposits share some chemical and morphological characteristics in common with manto deposits. In IOCG deposits andesitic volcanic strata are often important ore hosts and stratiform tabular mineralized zones may be developed adjacent to high angle mineralized structures. The IOCG ores typically contain economic quantities of both copper and gold. Hypogene specularite and/or magnetite form a significant part of the gangue mineral assemblage, and in some cases are present in sufficient concentrations that the deposits constitute iron ore. The Punta del Cobre deposit mine located 22km north-northwest of Rosario, is hosted by Late Jurassic-Early Cretaceous andesites and exhibits both high angle structural and stratigraphic controls to copper mineralization. It has been classified as an IOCG deposit (Sillitoe, 2003). Current production is approximately 10,000 tonnes per day of ore grading 1% copper (personal communication by Pucobre staff during site visit) and the mine has reported cumulative production and reserves of approximately 120Mt grading > 1% Cu and approximately 0.5 gpt Au (Marschik and Fontbote, 2001). The Candelaria copper mine is located 21km northwest of Rosario and is also considered an IOCG deposit (Sillitoe, 2003). A significant portion of ore is hosted in andesites of the Cretaceous Punta del Cobre Formation as 10 to 50m thick mantos controlled at least in part by the contact of the andesites and overlying volcaniclastic sedimentary rocks. Chalcopyrite is the only significant copper ore mineral (Ryan et al., 1996). Initial mining reserves were reported as 366Mt grading 1.08% Cu and 0.26 gpt Au (Ryan et al., 1996). The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Rosario property.

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11 MINERALIZATION

11.1   General

Numerous copper occurrences and zones of hydrothermal alteration are exposed in outcrop, small active mines, and exploration workings throughout a 3km² area centered upon the Rosario property. Host rocks to copper mineralization include andesitic volcanic strata, andesitic porphyritic intrusions, dioritic intrusions, and intrusive and/or hydrothermal breccias. Both high angle structural and low angle stratigraphic controls are observed. Mineralized zones are characterized by alteration mineral assemblages which include albite, tourmaline, actinolite/tremolite, sericite, clay minerals, and sphene(?). The mineralized area that has been the focus of exploration and exploitation is within the Rosario concession. Other mines and exploration workings in the district include the Simonetta, Rosario, Trillador, Carmen, Tamara, and SOESMI concessions. All are part of a single large mineralizing system and share some characteristics in common, but some differences are also observed between the different areas, as described in this report. Although not all district copper showings are included in the Rosario project, the geologic observations made at these other showings have relevance to the interpretation of the geology of the Rosario project thus they are herein discussed. All of the prospects and small mines were developed on zones of outcropping copper mineralization comprised of copper carbonates, sulfates, silicates, and halides, principally malachite, chrysocolla, and chalcanthite, with or without accompanying atacamite. For simplicity of use, this supergene mineral assemblage, formed by the oxidation of primary copper sulfide minerals, will hereafter be referred to as “oxide copper” or “copper oxide” mineralization. Primary copper sulfides are present at depths of 2 to 20 meters below the present topographic surface. The most important mines and showings visited by the author are herein described.

11.2   Active Mines and Exploration Areas within Rosario Project

11.2.1 Rosario Area

11.2.1.1        Rosario Decline

The Rosario mine is the principal producer in the district. Minera Barahona is currently mining 2,000 tonnes per month of sulfide copper ores grading ~2 % Cu and 0.8 gpt Au. Ores are sold to the ENAMI plant in Copiapó. Initial production was from small pits and surface cuts developed directly on outcropping zones of oxide copper mineralization but current production is exclusively of sulfide ores mined via underground methods and accessed by a spiral decline. The Rosario mine, like all mines in the district, does not have any defined mining reserves or mineral resources. The mine operates by direct mining of mineralized zones exposed in surface outcrop, and in the case of the Rosario decline, mining has continued to depths beyond those attainable in open cuts by development of an underground mine accessed by a spiral decline.

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At the Rosario underground mine, primary copper mineralization is hosted by a fine grained, equigranular dioritic intrusion and related intrusive and or hydrothermal breccias. The intrusive is present as both conformable sills and as discordant small plugs or stocks. The mineralized area is characterized by albite alteration, which locally is pervasive and intense, of both the intrusion and the host volcanic strata (Figures 11.1 and 11.2), often accompanied by tourmaline in the form of fine grained disseminated black grains, and by chlorite and actinolite/tremolite replacement of  mafics. Elevated Na₂O contents of as much as 10.5% (7.8% on an elemental Na basis) indicate the altered rocks were affected by Na metasomatism (Appendix A). Both mineralized and unmineralized intrusive are albite and tourmaline altered (Figure 11.3) . A fine grained, translucent, pale yellow green mineral with adamantine luster is present as disseminations in intensely albitized rock and has been tentatively identified as sphene, and comprises a minor component of the alteration mineral assemblage. In breccias zones both clasts and matrix are tourmalinized. It is not clear if these breccias are altered intrusive breccias or hydrothermal breccias. The albite alteration zone lies within a broader zone of pervasive hydrothermal alteration which is expressed as bleaching and clay-sericite alteration of the host rocks, locally accompanied by primary sulfides that form Fe-oxide color anomalies in weathered exposures.

Figure 11.1. Pervasive albitization following volcanic stratigraphy exposed in Rosario decline. White albitized unit has same orientation as host volcanic and upper contact of albitized zone is an alteration front. Sample ROS-009 was collected from this zone and yielded 37 ppm Cu and 0.001^{gpt and elevated Na}2^{O content of 10.5%}, indicative of Na metasomatism.

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Figure 11.2. Detail of alteration front of pervasive albitization affecting andesitic volcanic.

Figure 11.3. Albite-tourmaline alteration of mineralized and sterile dioritic intrusion. Rusty oxidized zone hosts disseminated chalcopyrite and is in sharp contact with white unmineralized altered diorite.

The morphology of the mineralized zones is undetermined. Stopes on the ore are unordered and indicate no preferred orientation, which is consistent with observations made at the mine, where high grade mineralized diorite was observed in razor sharp but irregular contact with altered but unmineralized diorite (Figure 11.4) . Mineralized breccias also exhibit razor sharp irregular contacts with the host diorite (Figures 11.5, 11.6, and 11.7) . Mined zones exposed are as much as 20m high with horizontal dimensions measured in the tens of meters. Since September of 2007, Minera Barahona has produced over 15,000 tonnes of sulfide ores from the Rosario decline with average grade of 2.05% Cu and 0.79 gpt Au (Appendix B). Ores have been exploited over a vertical interval of greater than 40m. The author's independent sampling yielded 0.86% Cu and 0.23 gpt Au at the deepest level of the Rosario decline (Figure 11.8, sample ROS-001, Table 16.1, and Appendix A), indicating that mineralization continues to at least the deepest level currently developed.

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Figure 11.4. Sharp contact (dashed red line) between mineralized and unmineralized diorite exposed in Rosario pit. White rock is albitized unmineralized diorite, rusty weathering rock with some copper staining is mineralized diorite containing several percent disseminated chalcopyrite.

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Figure 11.5. Razor sharp irregular contact between mineralized breccia and unmineralized but intensely altered diorite, upper adit, Rosario mine. Sample ROS-012 is of unmineralized diorite from this pillar and assayed 0.10 % Cu and 0.29 gpt Au whereas sample ROS-013 collected from the underlying mineralized breccia assayed 4.36% Cu and 1.01 gpt Au.

Figure 11.6. Detail of contact between mineralized breccias and diorite, upper adit near portal, Rosario mine.

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Figure 11.7. Detail of mineralized angular breccias, upper workings portal, Rosario mine. Sample ROS-013 was collected from the breccia at this site and assayed 4.36% Cu and 1.01 gpt Au.

The ore mineral assemblage consists of chalcopyrite with or without subordinate bornite. Pyrite is sparsely present as a gangue mineral. The chalcopyrite, and bornite when present, occur as fine grains evenly disseminated throughout the host rock. Veinlets of any scale are absent, and no fracture or microfracture control was observed. In some cases the copper sulfides were clearly observed to be replacing chloritized mafic minerals. Molybdenum minerals were not observed in hand specimens, but molybdenum is present in the Cu-Au mineralized zones in amounts of as much as 0.04%, suggesting the presence of molybdenite. Multielement geochemical data for ore and altered wallrock samples is presented as Appendix A and sample descriptions are included in Table 16.1.

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Figure 11.8. Cross section through Rosario mine decline.

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11.2.1.2        Manto Pit

The manto pit is located 850m west-southwest of the Rosario decline and was developed as a series of open cuts on oxidized zones of primary sulfide copper mineralization. The oxidized mineral assemblage consists of malachite, chrysocolla, chalcanthite, and possibly atacamite. In contrast to the Rosario decline, the main host rock appears to be the southeast dipping andesitic volcanic strata, although the intense alteration may be masking the presence of conformable sills of similar composition. The deepest portions of the surface cuts expose primary sulfide mineralization, present as disseminated chalcopyrite in the andesitic volcanic host. A two meter vertical representative sample, ROS-014, was collected across the lowermost exposed portion of the zone where it hosts disseminated chalcopyrite. Sample ROS-014 yielded 1.79% Cu and 0.01 gpt Au. The mineralized zone appears to follow the primary volcanic stratigraphy and dips 45^o to the southeast (Figure 11.9), and is coincident with a planar fault zone interpreted to be a result of bedding plane slip. As exposed in the surface cuts, the mineralized zone is 12m thick, and possible greater, but mineralization intensity varies across the exposed thickness. The mineralized zone lies within an extensive zone of pervasive hydrothermal alteration manifested by bleaching and clay-sericite alteration of the andesitic volcanics, accompanied by pyritization of the footwall to the mineralized zone, which is well expressed as an Fe-oxide color anomaly at surface. Some of the pyritic zone appears to be composed of a pyritic dioritic sill intruded into the andesite sequence. Copper oxide showings in pervasively bleached and sericite-clay altered volcanics located northeast of the main manto pit are interpreted to be part of the same mineralized zone, and if so, indicate a mineralized strike length of 175m. Sample ROS-015, a 2m representative sample over a 4m² area, was collected from an open cut on a copper showing northeast of the Manto pit, and yielded 3.85% Cu and 0.08 gpt Au. Copper oxide showings beyond the hill crest east of the manto pits indicate that at least a 115m stratigraphic thickness of the andesites has at least been locally mineralized, assuming that the dip projection of the volcanic strata is constant to the southeast and that no structural offsets are present between the copper showings.

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Figure 11.9. Stratiform conformable mineralized zone exposed in Manto zone, dipping 45 degrees southeast.

11.2.1.3        Tamara

Copper mines and prospects visited in the Tamara concession are hosted in coarse grained, plagioclase phenocrystic, porphyritic rocks, some of which are porphyritic–phaneritic and appear to be intrusive, whereas others are porphyritic-aphanitic and may be extrusive or of shallow subvolcanic origin (Figure 11.10) . Copper mineralization is also present in andesitic volcanics near the contact with the porphyritic unit. In contrast to other mineralized occurrences in the area, at Tamara a clear structural control is observed for some mineralized zones. A north-northeast striking vertical fracture zone controls copper mineralization over at least a 200m strike length as exposed in various workings and prospects in the northern portion of the concession (Figure 11.11) . The northeast structure is interpreted to control the distribution of primary copper sulfides, but oxidation of them results in malachite and chrysocolla occurring as coatings on fractures of diverse orientations, a reflection of local small scale remobilization and precipitation of copper. Primary copper sulfide mineralization is exposed in both the coarse porphyritic unit and host rock andesite where it occurs as disseminations in the course porphyry and as vug filling clots in the andesite (Figure 11.12) . A poorly defined breccia texture is developed in the andesite, possible a result of autoclastic brecciation at a flow top, or possibly a result of variable pervasive bleaching and albitization of the host rock (Figure 11.13) . The contact between the coarse grained porphyry and the underlying andesite is conformable with the regional dip of the volcanic strata, and this porphyry may be an extrusive volcanic (Figure 11.14) . The copper mineralized zone follows the contact and the volcanic stratigraphy.

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Figure 11.10. Coarse grained, plagioclase phenocrystic, porphyritic-phaneritic, dioritic intrusive exposed in surface cut at waypoint 27.

Figure 11.11. Looking NA020 down strike of 80SE dipping planar fractures that control trend of small mines and prospects in oxidized copper mineralization, at waypoint 107. Note that

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high angle NE fractures control distribution of copper showings, but at any particular prospect copper mineralization is present as coatings on fractures of diverse orientations.

Figure 11.12. Vug filling clots of chalcopyrite in andesite breccias, possibly an autoclastic flow top breccia, at waypoint 25.

Figure 11.13. Breccia texture in mineralized andesite at waypoint 25.

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Figure 11.14. Gently southeast dipping contact between coarse grained porphyry and underlying andesite. Note stoping is concentrated in the underlying andesite, but both units are copper mineralized.

11.2.1.4        Other Copper Occurrences

Numerous small cuts and prospects are developed on oxide copper showings throughout the Rosario claim. In most cases, no clear structural or stratigraphic control to copper distribution is noted. In most prospects, copper oxides are present as fracture coatings and as pervasive stains or impregnations. The former result from precipitation of transported copper and the host rock to the fracture coating copper oxides may not have been a host to primary mineralization, however the pervasive impregnations of copper oxides clearly correlate with the former presence of disseminated copper sulfide and result from in-situ oxidation.

11.3   Related Mines and Prospects Outside of Rosario Project

11.3.1 Simonetta

The Simonetta area is adjacent to and east of the Rosario area. The diorite intrusion and intense alteration observed at Rosario extends onto the Simonetta ground where tourmalinization and pervasive bleaching of diorite and andesite country rock was observed (Figures 9.2 and Figure 11.15) . Exploration of surface copper showings with a tracked excavator has revealed both irregular zones of oxidized copper mineralization and zones of primary chalcopyrite at shallow depths. The control of copper distribution is unclear. Transported supergene copper mineralization occurs as coatings on fractures and fault planes of diverse orientations, but these structures appear to be local controls of transported copper and do not necessarily reflect the controls of the hypogene copper sulfide distribution.

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Figure 11.15. Tourmalinized andesitic volcanic exposed in outcrop on Simonetta claim. Irregular black tourmaline replacement of host rock yield a mottled, pseudo-breccia appearance.

During field review of the Simonetta area the author noted an uncapped and uncased abandoned drillhole, apparently an exploration drillhole targeting a zone of copper oxide mineralization exposed in a small surface cut. The entity responsible for this drilling and the results are unknown to the author.

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11.3.2 Carmen

The Carmen workings are hosted within a large area of bleached, sericite-clay altered andesitic volcanic and are developed in zones of fracture coating and pervasive malachite-chrysocolla mineralization. A lessee is currently producing oxide copper ores from small pits. A tunnel of greater than 100 m length exposes primary sulfide mineralization comprised of disseminated chalcopyrite hosted in albitized andesite and/or a fine grained dioritic intrusion.

11.3.3 Trillador

The claimant of the Trillador concession is currently producing oxidized copper ores from small surface cuts and pits at the property. The largest pit is developed entirely within a coarse grained, plagioclase phenocrystic, porphyritic-phaneritic, dioritic intrusive which is pervasively malachite stained and impregnated, consistent with in-situ oxidation of primary chalcopyrite. Other workings are developed in dark, fine grained, magnetic, plagioclase phenocrystic, weakly porphyritic andesite where malachite and chrysocolla coat fractures. Primary copper sulfide mineralization is exposed in a decline developed in an arroyo in the north portion of the claim, where it exposes fine grained, magnetic, plagioclase phenocrystic, weakly porphyritic andesite containing disseminated course clots of chalcopyrite. The control on the chalcopyrite distribution is not evident. The claimant reports that shallow drilling by ENAMI within some of the oxide pits intersected primary sulfide mineralization at depths of less than 15 meters. Neither drillcore, nor original drill logs nor original assay certificates were available for review and the reported intercepts have not been verified. During field review of the Trillador concession Gray noted several drillhole collar monuments within a small open pit.

11.3.4 SOESMI

The SOESMI claims cover the westernmost known copper occurrences in the district. As at the adjacent Tamara concession, the coarse grained plagioclase phenocrystic porphyry is an important host of copper mineralization at SOESMI. Numerous surface cuts and pits are developed in zones where copper oxides are abundant. In some cases the copper oxides are present only as fracture coatings and the host rock is not significantly altered nor does it show evidence of ever having hosted primary sulfide. In these cases the oxide copper is interpreted to be purely exotic transported copper (Figure 11.16) . In cases where the host rock is pervasively and penetratively stained by copper oxides, in-situ oxidation of primary copper sulfides is implied.

Precipitation of supergene copper oxides was at least in part controlled by lithology. In several instances gaudy fracture coatings of copper oxides are entirely restricted to fractures in fine grained andesitic dikes that crosscut the coarse grained plagioclase porphyry. Fractures are copper oxide encrusted when in the fine grained andesite but barren when in porphyry (Figure 11.17) . Xenoliths of andesite within the porphyry exhibit the same control on copper oxide precipitation. In these cases it is clear that the observed copper oxides are not the result of in situ oxidation of copper sulfide minerals and the source of the copper is unknown.

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The claimant of the SOESMI concessions reported that Sociedad Punta del Cobre (Pucobre) optioned and explored the SOESMI concessions in 2009 and drilled 10 shallow diamond core holes totaling 916m, in and around the surface pits. The claimant of the SOESMI concession provided to the author a photocopy of a report that he stated was delivered to him by Pucobre at the termination of their drill program on the property. The most significant result reported was a 12m intercept of sulfide mineralization containing 4.98% Cu from 76 to 88m depth in a vertical drillhole. Neither drill logs, drill core, nor original assay certificates for this hole were available for review and this reported intercept has not been verified. The results reported by the SOESMI claimant should be regarded as historical in nature, are not CSA NI43-101 compliant, and should not be used for economic assessments of the project. During field review of the SOESMI concession Gray noted in the field 10 drillhole collars and monuments whose locations are the same as those listed in the

Figure 11.16. Copper oxides present as exotic, transported copper precipitated as fracture coatings, Rajo Norte pit, SOESMI concession.

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Figure 11.17. Selective deposition of copper oxides controlled by lithology. Fractures in fine grained andesite dike selectively coated with copper oxides, SOESMI concession, working at waypoint 19.

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12 EXPLORATION

12.1   General

Exploration completed to date at the project consists predominantly of direct mining of exposed mineralized zones by the mining concession owners or lessees. The claimants of the district utilize tracked excavators and bulldozers to expose bedrock in areas where copper oxide staining is observed at surface.

Shallow exploration drillholes are reported to have been completed within or immediately adjacent to some of the small oxide copper pits at both the SOESMI and Trillador properties as described in Items 8, 11.3.1, 11.3.3, and 11.3.4 of this report. Neither Bridgeport, RGM, or Gray have access to original data for these drill campaigns.

During his reconnaissance, Gray observed in the field IP electrode stations at the Simonetta and Rosario concessions. The owner of the Rosario concession reported that Freeport completed IP studies in the area prior to making an unsuccessful offer to option the Rosario project, but the results of this survey are not available to the author or the claim owners.

Bridgeport Ventures exploration of the property commenced in October 2009 when M Gray conducted reconnaissance studies of the district geology and the operating mines.

12.2   Geologic Mapping and Geochemical/Mineralogical Sampling

Reconnaissance mapping was completed over a 6 day period in October 2009, using 1:50,000 scale topographic maps and public domain satellite images as a mapping base. A Garmin GPS Map60CSX was used for survey control. All known small mines and significant copper showings in the district were reviewed, but efforts were concentrated on the Rosario concession group.

Concurrent with the reconnaissance mapping, M Gray collected representative rock chip samples of specific mineralized and hydrothermally altered zones. Sample descriptions and analytical results for ore metals are presented in Item 15 of this report and complete multielement assay data is included as Appendix A. The objective of the sampling was to determine the metal contents of particular alteration mineral associations and to verify the ranges of metal contents present in the orebodies being exploited at the Rosario mine.

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13 DRILLING

No drilling campaigns have been conducted on the property by Bridgeport Ventures.

Previous operators are reported to have conducted exploration drilling in the SOESMI, Trillador, and Simonetta concessions, as discussed in Item 8, 11.3.1, 11.3.3, and 11.3.4 of this report. Drillcore, original drillhole logs, and original assay certificates for these historical drill programs are not available to the author nor to Bridgeport Ventures.

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14 SAMPLING METHOD AND APPROACH

14.1   Sampling Method, Nature, and Spacing

14.1.1 Surface Rock Chip Samples

Concurrent with reconnaissance review of the main Rosario sulfide and oxide workings, M Gray collected representative rock chip samples of distinct mineralized and altered zones. Samples were collected from rock exposed in underground mine workings and open cuts. The objective of the sampling was to determine copper contents and geochemical characteristics of particular zones of interest, and to verify the produced grades reported by the underlying claimant of the Rosario concessions. All samples were collected by the author, and remained exclusively in the possession of the author until such time that they were sent by courier to the ALS Chemex laboratory in La Serena, Chile.

Samples collected were representative grab samples, 1.5 to 2m in length, oriented perpendicular to the structural fabric of the feature of interest being sampled. All samples were collected by hand, using hardened steel geological hammers. Samples were placed in plastic sample bags and sealed. Sample weights varied from 1.5 to 2.0 kg. Sample spacing was variable, and was a function of exposure of mineralized or altered rock. Sample locations were marked in the field on the outcrop or mine working face. Sample descriptions, location data, and multi-element assay data were captured in digital format and assay certificates are included as Appendix A of this report.

14.2   Recovery Factors

No factors were identified that materially impact the accuracy or reliability of the sample results. Surface rock chip samples were collected manually and recovery was 100%.

14.3   Sample Quality and Representativity

In the opinion of the author, samples collected are of high quality and representative of the mineralized areas being evaluated.

Surface sample locations were selected to be representative of the geologic feature being investigated. Representative sample was collected by chipping and collecting rock along a line perpendicular to the orientation of the structure or feature being sampled. Industry standard methods and best professional judgment were used in collection of the rock chip samples, however, by nature, manually collected rock chip samples are of lesser quality than mechanically collected continuous samples (i.e. cored or cut samples). The surface rock chip samples are of sufficient quality and confidence to be used for preliminary assessments of the project’s mineral potential

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but were not designed to provide detailed or reliable information of true mineralized dimensions and grades.

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15 SAMPLE PREPARATION, ANALYSES, AND SECURITY

It is the author’s opinion that sample preparation, security, and analytical procedures used were adequate to insure the integrity and reliability of the sample data base.

15.1   Personnel

Surface and underground rock chip samples were collected exclusively by Matthew Gray. Employees, officers, directors, or associates of Bridgeport were not involved in sample collection or preparation.

15.2   Bridgeport Resources Sampling Program

15.2.1 Sample Security/Chain of Custody

Geologic descriptions of the sample, including nature of the sample, length of sample, lithology, alteration, and mineralization, were captured in geologic field books. Samples were sealed in plastic sample bags with zip closures. Samples were stored in the author’s locked vehicle until such time that they were delivered directly by the author to a commercial cargo carrier for shipment to the ALS Chemex laboratory in La Serena, Chile.

15.2.2 Sample Preparation by ALS Chemex

Analytical work was performed by ALS Chemex, an ISO 9001:2000 certified international provider of analytical services to mining and exploration companies. Sample preparation and analyses was conducted at the ALS Chemex facility in La Serena (Coquimbo), Chile.

ALS Chemex reports the following preparation method: Each sample was dried and the entire sample was crushed to better than 70% passing a 2 mm (Tyler 10 mesh) screen. Using a riffle splitter, a split of up to 250 grams was taken and pulverized to better than 85% passing a 75 micron (Tyler 200 mesh) screen.

15.2.3 Analytical Techniques used by ALS Chemex

Gold content was first analyzed utilizing standard fire assay fusion, followed by Inductively Coupled Plasma Atomic Emission Spectroscopy (ICPAES – ALS Chemex procedure Au ICP21), with a detection limit of 0.001 ppm and upper limit of 10 ppm.

All other elements listed below were analyzed utilizing four acid digestion ( HF-HNO₃-HClO₄ acid digestion and HCl leach) and Inductively Coupled Plasma -Atomic Emission Spectroscopy methods (ALS Chemex procedure ME-ICP61). The method and the detection and upper limits for each element are described in Table 15.1 below.

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Table 15.1. Element concentrations analyzed and analytical limits.

			Detection	Upper
	Element	Symbol	Limit	Limit
	Aluminum	Al	0.01%	25 %
	Antimony	Sb	5 ppm	1 %
	Arsenic	As	5 ppm	1 %
*	Barium	Ba	10 ppm	1 %
	Beryllium	Be	0.5 ppm	0.01 %
	Bismuth	Bi	2 ppm	1 %
	Cadmium	Cd	0.5 ppm	0.05 %
	Calcium	Ca	0.01%	25 %
*	Chromium	Cr	1 ppm	1 %
	Cobalt	Co	1 ppm	1 %
	Copper	Cu	1 ppm	1 %
	Iron	Fe	0.01%	25 %
	Lead	Pb	2 ppm	1 %
	Magnesium	Mg	0.01%	15 %
	Manganese	Mn	5 ppm	1 %
	Molybdenum	Mo	1 ppm	1 %
	Nickel	Ni	1 ppm	1 %
	Phosphorus	P	10 ppm	1 %
	Potassium	K	0.01%	10 %
	Silver	Ag	0.5 ppm	0.01 %
	Sodium	Na	0.01%	10 %
	Strontium	Sr	1 ppm	1 %
	Sulfur	S	0.01 %	10 %
*	Titanium	Ti	0.01%	10 %
*	Tungsten	W	10 ppm	1 %
	Vanadium	V	1 ppm	1%
	Zinc	Zn	2 ppm	1 %

*Elements for which the digestion is possibly incomplete.

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16 DATA VERIFICATION

16.1   Prior Exploration Campaigns

No data is available from exploration programs conducted prior to Bridgeport’s involvement with the project, except for a photocopy of a report attributed to Pucobre summarizing drilling at the SOESMI claims as discussed in Item 8 of this report. The Pucobre drill collar monuments were located and confirmed in the field, but the drillcore was not available for review or re-assay thus assay data for the drillholes was not confirmed and the results reported by the SOESMI claimant should be regarded as historical in nature, are not CSA NI43-101 compliant, and should not be used for economic assessments of the project.

Bridgeport has not yet commenced an exploration program at the project beyond the work completed as part of this Technical Report, thus there is no prior data to be verified.

16.2   Production Data

Mineria y Transporte Barahona provided copies of ENAMI ore purchase receipts documenting production and grade of material shipped from the Rosario mine to the ENAMI mill in Copiapó. The author reviewed the ENAMI sales receipts which confirmed that Barahona’s verbal representations of production sulfide ores at grades of~2%Cu and >0.5 gpt Au were accurate. The receipts indicate that in the 31 month period from December 2006 to June 2009, Minera Barahona produced:

- 59,328 tonnes of oxide ores with average grade of 1.52% Cu

- 15,110 tonnes of sulfide ores with average grade of 2.05% Cu, 3.3 gpt Ag, and 0.79 gpt Au

A tabulation of reported ore sales to ENAMI is included as Appendix B of this report. The average production rate of both oxide and sulfide ores, over the 31 month period was 2,401 tonnes per month, and the first semester 2009 production rate of sulfide ores was 1,920 tonnes per month. The author was present to observe the daily production from the Rosario decline during the period spent on site in October 2009 (Figure 16.1) and a random grab of ore being shipped to ENAMI on 5 October was collected for assay, sample ROS-006. This sampled assayed 3.39% Cu and 0.78 gpt Au, consistent with the representations made by Barahona. The author collected 15 samples from the Rosario mine workings, both underground and surface cuts, as detailed in Table 16.1 and Appendix A of this report. Samples collected from ore zones currently being mined or previously mined yielded copper contents of 0.67 to 4.36% Cu with gold contents ranging from 0.30 to 1.01 gpt Au, consistent with the grades indicated on the ENAMI sales receipts.

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Figure 16.1. Loading of sulfide ore from Rosario mine for shipment to ENAMI.

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Table 16.1. Descriptions and assays, samples collected from Rosario concession.

Sample	Location	Description	Cu %	Au ppm	Ag ppm
ROS-001	Rosario mine, 1.5m vertical sample of rib	Variably altered plagioclase phenocrystic rock, in some specimens wetted surface reveals texture of fine grained plagioclase in dark aphanitic groundmass, in others plagioclase outlines are barely discernable and rock is light grey, creamy textured and indurated but not silicified. Under hand lens some samples appear to be made of coalescing blebs of white plagioclase - albite alteration? Rock contains several percent very fine grained disseminated chalcopyrite and lesser pyrite.	0.86	0.23	0.6
ROS-002	Rosario mine, 1.5m vertical sample of rib	Light green-grey, fine-medium grained equigranular rock, not magnetic, looks like composed dominantly of granular white intergrown plagioclase with abundant very fine grained black flecks (tourmaline?). Indurated but not silicified - albite alteration? Matrix supported, rounded, monolithic breccia texture - intrusive breccia? Contained a few percent disseminated very fine grained chalcopyrite and lesser pyrite.	1.32	0.67	<0.5
ROS-003	Rosario mine, 2 m vertical sample of rib	Medium grey, fine grained plagioclase phyric volcanic rock, can only occasionally discern a plagioclase outline in a dense grey groundmass, locally slightly siliceous. Texturally destructive pervasive alteration to a massive dense creamy rock, elsewhere to a granular texture of white plagioclase intergrowths with creamy dense texture. Where plagioclase laths are visible they are fine to medium grained. Chloritic flecks throughout the rock, very fine grained. Contains pyrite and lesser chalcopyrite as very fine grained disseminations, looks like no more than 1% chalcopyrite - most sulfide appears to be pyrite. On wetted surface some samples have a fine grained felted diorite texture, similar to diorite seen at surface. Not magnetic.	0.04	0.01	<0.5
ROS-004	Rosario mine, 2 m vertical sample of rib	Silicified sulfidic pervasively altered rock comprised of dense creamy light grey to pale reddish grey silica with abundant disseminated very fine grained chalcopyrite and lesser pyrite, several percent total sulfide. Disseminated chloritic flecks. Locally a granular texture and in some pieces plagioclase ghost outlines discernable probable protolith was an intrusive or porphyritic volcanic.	0.98	0.30	<0.5
ROS-005	Rosario mine, 2 m representative vertical sample of rib	Medium grey to white pervasively altered rock, looks like it had a fine grained equigranular texture that now is mostly obliterated and rock composed of light colored, dense creamy to granular material, scratches with blade but is quite hard - pervasive albite alteration? Contains several percent disseminated black and chloritic flecks and several percent fine grained disseminated chalcopyrite and minor pyrite. Protolith probably an intrusive or volcanic.	2.28	0.86	<0.5
ROS-006	Rosario mine, stockpile grab	Grab of stockpiled ore being sent to ENAMI on 2009 Oct 5. White, plagioclase rich, fine grained equigranular rock composed of granular and coalescing white plagioclase (no distinct laths or phenocrysts) with abundant fine grained dark flecks, locally columnar appearance - tourmaline? Contains several percent platy disseminated chalcopyrite. Rock is not silicified. Intensely altered intrusive?	3.39	0.78	<0.5
ROS-007	Rosario mine, 1.5m vertical sample of rib	Medium grey to almost white, pervasively altered but unmineralized rock composed of creamy dense light grey siliceous groundmass with occasional glassy striated plagioclase cleavage faces visible. NO mafics. Contains disseminated epidote and lesser chlorite. Some very fine grained adamantine crystals of sphene (? do not see clear crystal shape to confirm, possibly is apatite o garnet?). No sulfides observed.	0.01	0.00	<0.5
ROS-008	Rosario mine, 1.5m vertical sample of rib	Medium grey, fine to medium grained crowded andesite porphyry, >50% phenocrysts of fine to medium grained white plagioclase euhedra in dark purple, grey, and green groundmass with scattered epidote and chlorite altered mafics (hornblende?). No sulfide noted. Possible very minor pervasive silicification. Rare hairline silica microveinlets with epidote selvages.	0.00	0.00	<0.5
ROS-009	Rosario mine, 1.5m vertical sample of rib	White, fine to medium grained, pervasively altered equigranular intrusive. Massive white granular feldspar with evenly distributed dark green and light green altered mafics (hornblende?) and rare fine grained sphene (?). No sulfide. No preserved mafics. Minor pervasive silicification. Albite alteration?	0.00	0.00	<0.5
ROS-010	Rosario mine, 1.5m vertical sample of rib	Pervasively altered, fine to medium grained equigranular intrusive, with texture similar to ROS_009 but with several percent disseminated platy chalcopyrite and lesser pyrite. Locally with pervasive tourmalinization consisting of clots and disseminations of very fine grained black mineral, locally columnar, tentatively identified as tourmaline. NO relict mafic present but some scattered chloritic flecks may be after mafics. Rock is indurated but not silicified.	1.52	0.56	<0.5
ROS-011	Rosario mine, grab of stope walls, collected over 20m combined horizontal length	Pervasively altered, fine grained, locally siliceous rock comprised of plagioclase with dense and creamy texture, with disseminated chlorite and tourmaline and abundant very fine grained disseminated chalcopyrite and lesser pyrite, up to several percent. plagioclase equigranular intrusive, with texture similar to ROS_009 but with several percent disseminated platy chalcopyrite and lesser pyrite. Locally with pervasive tourmalinization consisting of clots and disseminations of very fine grained black mineral, locally columnar, tentatively identified as tourmaline. No relict mafic present but some scattered chloritic flecks may be after mafics. Rock is indurated but not silicified.	0.67	0.16	<0.5
ROS-012	Rosario mine, upper adit, sample over 1m vertical and 2m horizontal on pillar, collected immediately above sample ROS-013	Tourmalinized, albitized intrusive (?). White to grey, salt and pepper with white plagioclase and variable amounts of disseminated fine grained black mineral, locally columnar, provisionally identified as tourmaline. Rock is not silicified, everywhere tested can be scratched with blade. Contains occasional fine grained translucent adamantine light green-yellow crystals - sphene? Intense texturally destructive alteration but no sulfides noted.	0.10	0.29	<0.5
ROS-013	Rosario mine, upper adit, sample over 1m vertical and 2m horizontal on pillar, collected immediately below sample ROS-012	Tourmalinized hydrothermal or intrusive breccia. White, plagioclase phenocryst rich angular clasts, 3 to 50mm diameter, in white albite-tourmaline matrix. Both clasts and matrix contain several percent disseminated very fine grained chalcopyrite and lesser pyrite. Matrix supported breccia. Both clasts and matrix pervasively altered and indurated, but not silicified. Pervasive albitization?	4.36	1.01	0.7
ROS-014	Manto Pit, 2m vertical sample of lowermost portion of mineralized zone exposed in pit	Very fine to fine grained bleached and Cu-ox stained volcanic. Occasionally discernable plagioclase outline but rock is mostly a fine grained, relatively soft (easily scratched with blade) rock with volcanic texture impregnated by green and blue Cu stains and also with Cu-ox on fractures. Some dark Fe-ox after sulfide disseminated in rock but no fresh sulfide seen. Rock is an altered fine grained andesitic volcanic.	1.79	0.01	<0.5
ROS-015	HW to Manto Pit, sample over 2m vertical and 2m horizontal from small pit above and NE of Manto pit.	Very fine grained massive volcanic, pervasively argillized and/or sericitized. Very soft, easily scratched. Bleached white -no relict mafics. Can occasionally discern a plagioclase outline. Pervasive green Cu-ox staining and minor disseminated Fe-oxide after sulfide. Rock is a texturally destroyed, pervasively altered, andesitic volcanic.	3.85	0.08	<0.5

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17 ADJACENT PROPERTIES

There are no producing properties or exploration properties immediately adjacent to Rosario that are not discussed in Item 11 of this report, but mining and exploration activity was evident in the region. The La Verde copper mine is located approximately 4km north-northwest of Rosario. It was not visited by the author and the ownership and production data are unknown. Recent trenching and construction of drill pads was observed over a large area located 5km north-northeast of Rosario. The company or companies conducting the exploration are unknown to the author.

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18 METALLURGICAL TESTING

No metallurgical studies have been conducted by Bridgeport Ventures. The current operators of the mines in the district sell their production directly to ENAMI where sulfide ores are processed via conventional milling and floatation methods. Oxide ores are processed via SX-EW methods. Recoveries obtained by ENAMI are unknown to the author.

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19 MINERAL RESOURCE ESTIMATE

Data is insufficient to permit estimation of a mineral resource.

None of the operating mines in the district, including the Rosario mine, have mining reserves or mineral resources. These mines operate by direct mining of mineralized material exposed at surface.

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20 OTHER RELEVANT DATA AND INFORMATION

To the best of the author's knowledge, all relevant data has been presented in this report.

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21 INTERPRETATION AND CONCLUSIONS

The Rosario prospect is part of a significant Cu-Au mineralized system that merits drill testing. The system as currently exposed within the Rosario project is at least 1.4 square km in extent, as defined by distribution of copper showings and hydrothermal alteration. The most intense hydrothermal alteration and the most significant mineralized zones thus far discovered in the district lie within the Rosario concessions. Copper mineralization in the district is present as mantos, mineralized intrusions, mineralized breccias, and as mineralized high angle structures.

Copper is present as mantos in the sense that the copper distribution follows the primary volcanic stratification. The thickest manto zones currently known are only 12-15m thick but manto type mineralization appears to be present over at least a 115m, and perhaps as much as a 300m stratigraphic thickness of the volcanic sequence, thus lending credence to a hypothesis that stacked mantos may be discovered.

Separate from the mantos, Cu mineralization is hosted by a dioritic intrusion, and intrusive and/or hydrothermal breccias. The Rosario mine decline into the 2% Cu sulfide zone is developed in such a zone. The morphology and dimensions of the copper mineralization exposed in the decline are irregular and not understood, but even if the mineralized zone at the Rosario decline is small, it's presence lends support for a significant target at the project comprised of a concealed mineralized intrusive and related breccias.

Copper mineralization also occurs as structurally controlled, high angle, tabular or vein-like zones. The structurally controlled mineralized zones currently exposed do not have dimensions of economic significance, however mineralized structural zones are probably related to the manto mineralization and they may control distribution of the latter. Structural intersections and intersections of mineralized faults and favorable volcanic strata may be important exploration targets at the project.

Many, but not all, oxide (actually oxide, carbonate, sulfate, silicate and halide) Cu occurrences in the district are developed from in-situ oxidation of chalcopyrite, thus many of the small prospects and mines on copper oxide showings are indicating the shallowly concealed presence of primary copper mineralization. Sulfide mineralization is encountered at shallow depths (<20m from surface), thus the project is not prospective to host significant tonnages in an oxide copper deposit. The system is pyrite poor, which means the project is not prospective for an enriched chalcocite zone. For the aforementioned reasons, the project is not prospective for a leachable (SX-EW) target.

Primary mineralization is comprised of altered andesitic volcanic rocks, dioritic intrusive rocks, and related intrusive and hydrothermal breccias that host disseminated chalcopyrite, bornite, and subordinate pyrite. Hydrothermal alteration minerals associated with copper mineralization include albite, tourmaline, actinolite/tremolite, sphene, sericite and/or clay minerals. In contrast to many hydrothermal deposits, quartz veining at any scale is not present at Rosario. The distribution of primary sulfide minerals is truly disseminated, lacking any visible microfracture or veinlet control.

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The system shares some common traits with IOCG (iron oxide copper gold) deposits including Na-metasomatism, alteration mineral associations, and ore mineralogy dominated by chalcopyrite. The deposit is located within a productive IOCG mineral belt, however hypogene iron oxides (specularite and/or magnetite), which are an essential component of IOCG deposits, were not observed to be present. The Rosario system also has traits in common with Chilean manto type deposits including andesitic host rocks, stratigraphic control to metal distribution, association with dioritic intrusions and hydrothermal breccias, and albitic alteration, however the Rosario system's elevated gold content contrasts sharply with typical Chilean manto deposits that are gold deficient, Cu-Ag systems. The system is classified by the author as intrusive related, but not a porphyry system. The system lacks phyllic (quartz-sericite-pyrite) alteration zones, potassic alteration zones, and stockwork veinlets, all of which are characteristic of porphyry systems.

The concessions have not been evaluated in their entirety, and known zones of hydrothermal alteration have thus far not been mapped or sampled, thus the project remains highly prospective for discovery of additional exploration targets. Continued mapping and geochemical sampling of the concessions is required to define the number and quality of the new exploration targets contained therein.

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22 RECOMMENDATIONS

22.1   Target Concepts

Exploration results for the Rosario project clearly demonstrate that it is prospective for bulk mineable copper-gold deposits. Numerous mineralized occurrences have been identified, but existing data is insufficient to determine the extent and metal content of these zones. Existing data validates at least two important target concepts for the project: 1) Stacked mantos, and 2) Mineralized intrusive and related breccias.

22.1.1 Stacked Manto Targets

Andesite hosted copper mineralization that appears to be stratiform is exposed in the Manto pit at the Rosario concession. Similar copper mineralization is seen in small prospects and volcanic rocks in the hangingwall of the main mineralized zone at the Manto pit. The exposed thickness of the mineralized manto at the Manto pit is as much as 12m, but evidence suggests that a much thicker zone of andesite strata may be a favorable host of manto copper mineralization. The morphology of the hangingwall copper occurrences above the Manto pit is unclear, but no structural control to these occurrences was observed and they are interpreted to be stratiform conformable zones, similar to that seen in the Manto pit. If this is true and if the mineralized zone at the Manto pit is projected along the dip of the strata to a point beneath the hangingwall occurrences, then a simple stratigraphic reconstruction, assuming no structural offsets between the Manto pit and the hangingwall occurrences, indicates that copper mineralization occurs within a 115m stratigraphic thickness of the andesite sequence. If copper occurrences exposed in workings further south of the Manto pits are likewise related to stratigraphically conformable zones, and structural offset is not present, then copper mineralized mantos are demonstrated to be present within a 300m stratigraphic thickness of the andesites, and a stacked manto concept is valid. The stacked manto target comprises gently dipping tabular mineralized mantos that overlay one another, separated by variable thicknesses of unmineralized or weakly mineralized rock, as exemplified by the Buena Esperanza deposit near Antofogasta, Region II, Chile, and the Candelaria mine, located 21km northwest of the Rosario project.

At the Buena Esperanza mine, twenty eight individual mantos, ranging from 2 to 25m thick, were developed in a 300m thick sequence of Jurassic andesite (Ruiz, 1971). Observations at the Rosario project support the viability of the stacked manto concept in a thick sequence of andesites. The entire stratigraphic thickness is not postulated to be mineralized, but mineralized manto zones may overlay one another, separated by variable thicknesses of unmineralized or weakly mineralized rock. Drill testing is required to confirm the presence of mantos, their thicknesses and grades, and amount of intervening unmineralized rock between them. The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Rosario property.

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At the Candelaria Cu-Au deposit, a significant portion of ore is hosted in andesitic volcanic strata of the Cretaceous Punta del Cobre Formation, where stratiform tabular mineralized zones developed adjacent to high angle mineralized structures. Mineralized mantos are present as 10 to 50m thick tabular bodies that overlie one another, separated from each other by various thicknesses of unmineralized rock. Development of the mantos is controlled at least in part by the contact of the andesites and overlying volcaniclastic sedimentary rocks. Mineralized high angle structures are interpreted to have been conduits for hydrothermal fluids that generated the mantos. When distal from the high angle mineralized structures, mantos are present as discrete tabular layers, however when proximal to the high angle structures, the mantos coalesce to form larger orebodies (Ryan et al., 1996).

The mineralization described for the mines in this section is not necessarily indicative of the mineralization at the Rosario property.

22.1.2 Intrusive and Breccia Hosted Targets

The Rosario mine produces sulfide ores containing 2% Cu and 0.78 gpt Au. Production is from mineralized zones developed in a diorite intrusion and related breccias, hosted within a large zone of pervasive hydrothermal alteration that is manifested by broad zones of bleaching and sericite-clay alteration. Restrictive zones of albite and tourmaline alteration appear to be closely spatially related to mineralized zones. The intensity of the alteration and the alteration mineral assemblage, particularly tourmaline, are permissive of a genetic relationship to a magmatic system. Similarly the angular breccias, both intrusive and explosive hydrothermal in origin, suggest proximity to a dynamic intrusive center. The morphology of the intrusion- and breccias-hosted mineralized zones currently being mined is unknown, but their presence lends support for a significant target at the project comprised of a concealed mineralized intrusive and related breccias. The entirety of the broad pervasive alteration zone and the diorite intrusion(s) and immediate wallrock are prospective for hosting copper mineralization. A similarly prospective intrusion that hosts Cu occurrences crops out to the southwest of the Rosario decline. Drilling is required to define the limits of the currently exploited mineralized zone and to test for the presence of others within the alteration halo.

22.1.3 Other Targets

Reconnaissance mapping has demonstrated that the color anomaly visible on satellite imagery is related to hydrothermal alteration, and exploration that post dates the date of acquisition of the satellite imagery proves that some of this hydrothermal alteration is directly associated with primary copper sulfide mineralization. The empirical evidence is clear that the alteration zones exposed throughout the district are prospective for discovery of additional copper sulfide mineralized zones. The Manto pit at the Rosario concession is developed at the edge of an Fe-oxide color anomaly related to oxidation of sulfide bearing volcanic rocks. Figure 22.1 is a satellite image of the area of the color anomaly where the Manto pit was later developed. Figure 22.2 shows the extensive workings now developed at this location, and the limit of the color anomaly is seen to correspond with the mineralized zone now exposed. Similar color anomalies are present throughout the project area and by analogy are deemed to be highly prospective (Figure 22.3) .

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Figure 22.1. Satellite image (courtesy Google Earth) vintage 2005 of Manto pit area at Rosario project, prior to exploration or mining. Waypoints 91, 92, 93, and 94 are all from pits developed in area. Distance between 91 and 94 is approximately 122m.

Figure 22.2. View looking SW at Manto pit area. Color anomaly visible in satellite image is visible in right midground of photo and correlates with copper mineralized zone at the Manto pit.

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Figure 22.3. Satellite image of project area (courtesy Google Earth) showing color anomalies related to hydrothermal alteration and proposed Phase 1 diamond drillhole locations.

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22.2   Exploration Program and Budget

A 3,000m exploration diamond drilling program is recommended as an initial evaluation of the target concepts thus far developed, and if results are positive, an additional 6,000m of resource definition drilling is recommended to establish the morphology and metal contents of the mineralized zones discovered. Initial emphasis should be placed on drill testing the mineralized intrusion and breccias at the Rosario mine, exploring for stacked mantos in the Manto pit area, and testing of the mineralized plagioclase porphyry at the Tamara prospect. Because the favorable andesite sequence may be as much as 300m thick, drillholes of at least this length will be required in some areas. Locations, orientations, and depths of proposed Phase 1 drillholes are presented as Table 22.1 and drillhole locations are indicated in Figure 22.3. Location of Phase 2 drillholes is dependent upon results obtained in Phase 1. A two stage, $2.3M USD budget for the recommended work, including 9,000m of diamond core drilling, is presented as Table 22.2. The first stage comprises 3,000m of diamond core drilling with a total budget of $776,000 USD. The second stage is contingent upon positive results from the first and includes 6,000m of diamond core drilling at a total cost of $1.6M USD.

Table 22.1. Proposed Phase 1 Drill Program

Dril lhole	UTM E WGS84	UTM N WGS84	Az	Incl	Depth (m)	Objective
RDDH2010-01	383,041	6,938,539	0	-90	200	Test structural control of Cu mineralization in plagioclase porphyry
RDDH2010-02	383,103	6,938,356	0	-90	300	Test lithologic contact control of Cu mineralization in plagioclase porphyry
RDDH2010-03	384,100	6,937,650	0	-90	300	Test stacked Cu mineralized mantos (stratabound zones)
RDDH2010-04	384,100	6,937,650	315	-90	200	Test stacked Cu mineralized mantos (stratabound zones)
RDDH2010-05	384,300	6,937,650	0	-90	200	Test stacked Cu mineralized mantos (stratabound zones)
RDDH2010-06	384,700	6,937,950	0	-90	200	Test Cu mineralized zone on perifery of intrusion
RDDH2010-07	384,650	6,937,850	0	-90	200	Test Cu mineralized zone in area of hyrothermal and/or intrusive breccias
RDDH2010-08	384,750	6,937,650	0	-90	200	Test Cu mineralized zone in area of hyrothermal and/or intrusive breccias
RDDH2010-09	384,700	6,937,750	0	-90	300	Test Cu mineralized zone in area of hyrothermal and/or intrusive breccias
RDDH2010-10	384,925	6,937,950	0	-90	200	Test lateral and vertical extensions of orebody being mined in Rosario decline
RDDH2010-11	384,875	6,937,900	0	-90	300	Test lateral and vertical extensions of orebody being mined in Rosario decline
RDDH2010-12	384,825	6,937,850	0	-90	200	Test lateral and vertical extensions of orebody being mined in Rosario decline
RDDH2010-13	384,925	6,937,850	0	-90	200	Test lateral and vertical extensions of orebody being mined in Rosario decline
RDDH2010-14	384,825	6,937,950	0	-90	200	Test lateral and vertical extensions of orebody being mined in Rosario decline
				Total	3000

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Table 22.2. Recommended work plan and budget, Rosario Project

Phase 1 Budget - Rosario Project, Region III, Chile

PHASE 1 DRILLING PROGRAM
Item	Units		Unit Cost USD	Total Cost USD
Lodging/Meals/Communications	3	months	7,500	22,500
Roads and Drill Pads	1		40,000	40,000
Drilling - Diamond Core	3000	meters	150	450,000
Assays	3300	samples	25	82,500
Senior Geologist	36	days	800	28,800
Project Geologists	72	man-days	350	25,200
Technicians/Samplers	144	man-days	100	14,400
Vehicles and Fuel	72	vehicle-days	110	7,920
Permits	1	permit	15,000	15,000
Field Supplies	1		20,000	20,000
Travel Costs	1		20,000	20,000
Environmental Costs/Reclamation	1		50,000	50,000
			Total	$776,320
		Grand Total Phase 1		$776,320	USD

Phase 2 Budget -Conditional upon positive results from Phase 1 Program

PHASE 2 RESOURCE MODELING AND INFILL DRILLING PROGRAM
Item	Units		Unit Cost USD	Total Cost USD
Lodging/Meals/Communications	6	months	7,500	45,000
Roads and Drill Pads	1		75,000	75,000
Resource Modeling	1		75,000	75,000
Drilling - Diamond Drill Core	6000	meters	150	900,000
Assays	6600	samples	20	132,000
Senior Geologist	126	days	800	100,800
Project Geologists	252	man-days	350	88,200
Technicians/Samplers	252	man-days	100	25,200
Vehicles and Fuel	126	vehicle-days	110	13,860
Permits	1	permit	25,000	25,000
Field Supplies	1		10,000	10,000
Travel Costs	1		30,000	30,000
Reclamation	1		50,000	50,000
			Total	$1,570,060
		Grand Total Phase 2		$1,570,060	USD
	Grand Total, Phase 1 and Phase 2			$2,346,380	USD

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23 REFERENCES

Arevalo, C., 2005, Carta Los Loros, Región de Atacama, Carta Geológica de Chile Serie Geología Básica No. 92, Escala 1:100,000, Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología.

Boric, R, Holmgren, C., Wilson, N., and Zentilli, M., 2002, The geology of the El Soldado manto type Cu (Ag) deposit, Central Chile, in – Porter, T.M., (Editor) 2002 – Hydrothermal iron oxide copper-gold and related deposits, a global perspective, Vol. 2; PGC Publishing, Adelaide Australia pp. 163-184.

Diaz, A., Lledo, H., Vivallo, W., 1998, Yacimientos metalíferos de la hoja Los Loros, Region de Atacama, Mapa de Recursos Minerales de Chile, No. 2, Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología.

Dirección Meteorológica de Chile, 1991, Normales de precipitación, temperatura media, temperatura mínima media y temperatura máxima media, 1961-1990, Estación Meteorológica Copiapó-Chamonate, data available through the Departamento de Geofísica de la Facultad de Ciencias Físicas y Matemáticas de la Universidad de Chile, at http://www.atmosfera.cl/.

Ortiz, F., Araya, R., Franquesa, F., Moraga, A., and Zentilli, M., 1966, Informe geológico del distrito minero Punta del Cobre, Provincia de Atacama, Instituto de Investigaciones Geologicas, Boletin No. 14, 46p., Santiago.

Marschik, R., and Fontbote, L., 2001, The Candelaria-Punta del Cobre iron oxide Cu-Au(-Zn-Ag) deposits, Chile. Econ. Geol v96:pp1799-1826.

Ramirez, L., Palacios, C., Townley, B., Parada, M., Sial, A., Fernandez-Turiel, J., Gimeno, D., Garcia-Valles, M., and Lehmann, B., 2006, The Mantos Blancos copper deposit: an upper Jurassi breccia-style hydrothermal system in the Coastal Range of Northern Chile, Mineralium Deposita Vol. 41 No. 3, pp. 246-258.

Ruiz, C.F., Aguilar, A., Egert, E., Espinosa. W., Peebles, F., Quezada, R., and Serrano, M., 1971, Stratabound copper sulphide deposits of Chile, pp. 252-260 in Joint Symposium Volume IMA-IAGOD Mtgs., 1970, Tokyo, Soc. Min. Geol. Jap., Spec. Issue 3, 500p.

Ryan, P., Lawrence, A., Jenkins, R., Matthews, J., Zamora, J., Marino, E., and Urqueta, I., 1996, The Candelaria copper-gold deposit, Chile, in Pierce, F.W., and Bohn, J.G., eds., Porphyry copper deposits of the American Cordillera: Arizona Geological Society Digest v. 20, p. 625-645.

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Salas, A., 1954, Estudio geológico minero del distrito de Pampa Larga, Copiapó, Memoria de Titulo (Inedito), Universidad de Chile, Departamento de Ingenieria de Minas, 128 p., Santiago.

Sillitoe, R., 2003, Iron-oxide-copper-gold deposits: an Andean view, Mineralium Deposita v. 38, p. 787-812.

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24 STATEMENT OF QUALIFICATION

I, Matthew Dean Gray, of Hermosillo, Sonora, Mexico, do hereby certify:

1.	That I am employed as a geologist at Resource Geosciences de Mexico SA de CV, (RGM) an independent consulting geosciences firm, whose address is Calle 14 de Abril No. 68, Colonia San Benito, Hermosillo, Sonora, CP 83190, MEXICO.
2.	That: a.) I am a Certified Professional Geologist (#10688) with the American Institute of Professional Geologists; b.) My qualifications include experience applicable to the subject matter of this report, specifically the economic evaluation of both early stage and production stage copper and copper-gold projects, including but not limited to, projects in the United States (Sanchez porphyry Cu deposit, Arizona; Cerillos porphyry Cu deposit, New Mexico), Canada (McIntyre porphyry Cu-Au deposit, Ontario), Brazil (Camaqua, Rio Grande do Sul), Mexico (Piedras Verdes, San Javier, Cuatro Hermanos porphyry Cu deposits, Sonora) and Chile (Nemesis porphyry Cu-Au deposit, Region III Chile, Franke and Pelusa andesite hosted Cu deposits, Region II); and c.) as a result of my education, experience, and professional qualifications I am a “Qualified Person” for the purposes of CSA National Instrument 43-101.
3.	That I am a graduate of the Colorado School of Mines (Ph.D., Geology with Minor in Mineral Economics, 1994; B.Sc., Geological Engineering, 1985) and the University of Arizona (M.Sc., Geosciences, 1988) and I have practiced my profession continuously since 1988.
4.	That I have no material interest, direct or indirect, in the property discussed in this report or in the securities of Bridgeport Ventures Inc.
5.	That, as of Dec 4, 2009 (the original date of the technical report), to the best of my knowledge, information and belief this technical report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.
6.	That this report on the Rosario project is based on a 6 day site visit (3 to 8 October 2009) and on a review of published and unpublished information and that I have had no prior involvement with the property that is the subject of this report.
7.	That I have read National Instrument 43-101 and Form 43-101 and that the technical report has been prepared in compliance with the Instrument and Form and that I am responsible for the compilation of this report.
8.	That I consent to the use of this report, dated 27 November 2009, revised 4 December 2009, Amended 7 December 2010, titled “Summary Report on the Rosario Copper-Gold Project, Region III, Atacama, Chile”, by Bridgeport Ventures Inc. for making representations on the subject property.
9.	That I have prepared this report for Bridgeport Ventures Inc It is based on my observations and data collected by myself, and on data obtained from the Servicio Nacional de Geología y Minería, Subdirección Nacional de Geología, a Chilean Federal agency, and from the Instituto Cartografico Militar, a Chilean Federal agency, and on data provided by Bridgeport Ventures Inc.

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Appendix A. Assay certificates, rock chip samples collected by M Gray, October 2009.

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Appendix B. Tabulation of ore sales, oxide and sulfide, from Rosario mine to ENAMI, 2006-2009.

Note: Au and Ag assays are not reported for oxide ores. These metals are not recovered by ENAMI’s SX-EW plant therefore they are not payable.

Sulfide Ores

Liquidation No.	Date	Mineral Type	Dry WeightKg	%Insol Cu	Aggpt	Au gpt	Value paid,USD
L26771	9/11/2007	sulfide	45,980	1.84	1.00	0.674	4,686.74
L26884	9/13/2007	sulfide	73,619	1.34	3.23	0.557	5,229.89
L27005	9/21/2007	sulfide	106,410	1.47	3.82	0.977	8,569.20
L27076	9/26/2007	sulfide	27,767	1.48	8.00	.5	2,177.21
L27153	9/28/2007	sulfide	52,372	1.49	3.65	0.707	4,260.99
L27427	10/9/2007	sulfide	21,256	1.67		0.600	1,973.41
L27604	10/12/2007	sulfide	47,123	2.16	3.61	1.464	6,264.53
L27770	10/19/2007	sulfide	45,635	1.80	4.38	0.767	4,684.43
L40871	2/20/2008	sulfide	53,427	2.42	1.01	1.048	2,766.98
L32093	4/4/2008	sulfide	165,362	2.23	1.35	0.974	23,894.81
L32455	4/9/2008	sulfide	81,460	2.21	2.00	0.970	11,681.86
L32630	4/15/2008	sulfide	27,590	1.98	1.00	1.200	3,629.74
T32774	4/24/2008	sulfide	86,567	1.73	7.9	0.936	7,366.43
T32775	4/24/2008	sulfide	78,613	1.76	7.45	0.560	6,289.04
L32877	4/30/2008	sulfide	82,504	1.96	1.01	0.970	10,412.00
L33052	5/8/2008	sulfide	212,240	1.94	6.87	0.504	26,254.09
L33048	5/8/2008	sulfide	138,186	1.84	3.18	0.543	15,914.88
L33057	5/8/2008	sulfide	390,446	1.89	1.64	0.556	46,533.35
R33332	5/13/2008	sulfide	86,562	1.73	7.90	0.936	9,900.10
R33333	5/13/2008	sulfide	78,613	1.76	7.45	0.560	8,629.35
L33306	5/13/2008	sulfide	149,858	1.73	1.35	0.540	16,058.78
L33305	5/13/2008	sulfide	107,946	1.89	1.73	0.574	12,896.31
L33561	5/16/2008	sulfide	436,739	1.87	1.89	0.689	52,465.46
L33560	5/16/2008	sulfide	28,171	1.77	1.00	0.200	2,933.16
L33613	5/20/2008	sulfide	350,736	2.01	2.85	0.582	44,767.94
L33664	5/23/2008	sulfide	177,774	1.86	2.8	0.461	20,424.45
L33736	5/27/2008	sulfide	25,571	1.79	6.00	0.700	2,926.09
L33735	5/27/2008	sulfide	272,874	2.00	1.39	0.893	6,850.00
L33828	5/30/2008	sulfide	134,935	1.73	1.56	0.534	14,502.16
L41422	1/1/2009	sulfide	28,496	0.37		2.600	681.34
L40149	1/9/2009	sulfide	870,969	2.43	2.05	1.006	40,534.90
L40099	1/9/2009	sulfide	138,255	2.44	3.23	1.280	6,995.70
L40218	1/13/2009	sulfide	381,569	2.32	5.70	0.799	15,762.62

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L40219	1/13/2009	sulfide	88,177	2.60	5.49	0.692	4,044.69
L40246	1/14/2009	sulfide	75,225	2.48	2.95	1.103	4,053.28
L40407	1/15/2009	sulfide	118,033	1.69	4.55	0.619	3,001.58
L40409	1/15/2009	sulfide	54,470	2.57	3.98	1.065	2,751.28
L40406	1/16/2009	sulfide	524,610	2.53	4.18	1.113	26,324.93
L40408	1/16/2009	sulfide	235,485	1.93	8.48	0.696	7,495.49
L40479	1/22/2009	sulfide	252,592	1.83	5.32	0.701	7,514.61
L40528	1/27/2009	sulfide	526,888	1.35	1.19	0.541	8,983.44
L40529	1/27/2009	sulfide	48,403	1.85	77.85	0.682	2,098.27
L40623	2/6/2009	sulfide	365,149	1.64	1.47	0.611	8,876.77
L40622	2/7/2009	sulfide	59,602	2.45	2.00	0.906	2,716.66
L40710	2/10/2009	sulfide	191,731	1.39	1.28	0.542	3,431.98
L40795	2/11/2009	sulfide	82,809	1.31	5.34	0.700	1,537.76
L40794	2/13/2009	sulfide	298,032	1.62	1.62	0.527	6,723.60
L40870	2/20/2009	sulfide	138,609	1.79	1.40	0.707	4,011.34
L40872	2/20/2009	sulfide	196,242	2.25	2.63	0.876	8,850.51
L40950	2/21/2009	sulfide	76,199	2.51	2.56	0.827	3,823.67
L41915	3/6/2009	sulfide	24,989	2.09	1.00	0.900	960.58
L41016	3/6/2009	sulfide	169,173	1.99	1.19	0.834	6,509.78
L41054	3/10/2009	sulfide	396,747	1.97	1.98	0.678	14,064.68
L41150	3/13/2009	sulfide	161,047	1.87	1.21	0.757	5,464.43
L41149	3/13/2009	sulfide	288,507	1.88	1.50	0.627	9,411.10
L41180	3/17/2009	sulfide	475,423	2.16	1.53	0.766	19,506.34
L41284	3/20/2009	sulfide	541,216	2.47	1.28	1.079	30,697.77
L41423	3/25/2009	sulfide	375,177	2.43	2.89	0.989	20,264.62
L41421	3/25/2009	sulfide	247,254	2.00	2.06	0.829	9,432.15
L41619	3/31/2009	sulfide	30,200	2.39	2.00	0.500	1,166.02
L41618	3/31/2009	sulfide	103,239	2.76	1.77	1.124	6,673.37
L41620	3/31/2009	sulfide	53,308	2.84	1.50	1.444	3,833.38
L41687	4/7/2009	sulfide	180,845	2.26	2.00	0.813	8,548.54
L41778	4/9/2009	sulfide	184,667	2.22	1.71	0.110	9,501.12
L41952	4/17/2009	sulfide	181,911	2.18	1.74	1.017	10,328.91
L41953	4/17/2009	sulfide	100,096	2.40	1.72	0.949	5,546.85
L41954	4/17/2009	sulfide	28,289	0.15	2.00	3.400	1,069.89
L42181	4/24/2009	sulfide	111,887	2.17	1.27	0.965	6,214.20
L42180	4/24/2009	sulfide	185,672	1.99	1.13	0.727	8,667.17
L42226	4/28/2009	sulfide	152,105	2.20	8.01	0.500	18,138.52
L42267	4/30/2009	sulfide	278,518	2.04	1.00	1.027	14,831.08
L42375	5/8/2009	sulfide	381,292	1.99	1.55	0.860	18,648.99
L42565	5/15/2009	sulfide	482,129	2.24	1.35	0.931	29,488.20
L42658	5/22/2009	sulfide	88,235	2.84	3.75	0.996	8,005.78
L42651	5/22/2009	sulfide	189,318	2.42	3.29	0.877	14,123.12
L42816	6/5/2009	sulfide	105,886	2.08	1.72	0.755	6,475.99

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 79 of 89

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L43041	6/18/2009	sulfide	351,595	2.35	2.22	0.848	25,738.16
L43042	6/18/2009	sulfide	295,757	1.17	28.65	0.291	9,165.51
L43044	6/19/2009	sulfide	355,527	2.27	3.05	0.759	24,790.07
L43167	6/26/2009	sulfide	251,748	2.14	1.56	0.759	16,608.16
Tota lkg			15,109,638
Weighte davg grade, insol Cu%			2.05
Weighted avg grade, Ag gpt			3.33
Weighted avg grade, Au gpt			0.79

Oxide Ores

Liquidation No.	Date	Mineral Type	Dry Weight Kg	% T Cu	Value paid, USD
L24299	5/24/1997	oxide	414,220	1.24	20,790
15848	2/17/2006	oxide	244,984	1.89	9,711
15931	2/28/2006	oxide	295,626	1.62	9,484
L16162	3/4/2006	oxide	400,359	1.81	15,343
R16015	3/7/2006	oxide	227,767	1.70	8,471
R16154	3/10/2006	oxide	157,392	1.75	6,123
L16215	3/17/2006	oxide	195,650	1.71	7,427
L16289	3/24/2006	oxide	404,910	1.78	16,002
L16356	3/31/2006	oxide	308,442	1.77	12,378
L16401	4/7/2006	oxide	466,308	1.64	16,927
	4/13/2006	oxide	284,035	1.56	9,629
L16559	4/21/2006	oxide	310,508	1.79	13,178
L16669	4/28/2006	oxide	511,831	1.58	17,935
L16767	5/5/2006	oxide	98,339	1.54	3,350
L16849	5/12/2006	oxide	576,685	1.52	24,840
L17007	5/19/2006	oxide	166,083	1.60	8,410
L17026	5/24/2006	oxide	865,290	1.54	40,842
L17092	5/31/2006	oxide	141,213	1.48	6,133
L17122	6/6/2006	oxide	284,473	1.52	18,249
L17277	6/16/2006	oxide	390,058	1.39	22,194
L17358	6/23/2006	oxide	294,590	1.35	16,359
L17562	7/7/2006	oxide	90,870	1.49	4,841
L17669	7/13/2006	oxide	239,319	1.32	12,447
L17728	7/14/2006	oxide	102,927	1.39	5,758
L17738	7/18/2006	oxide	321,757	1.42	16,863
L17796	7/21/2006	oxide	617,030	1.32	28,180
L17840	7/25/2006	oxide	565,279	1.34	26,630
L17899	7/28/2006	oxide	584,882	1.47	30,870

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 80 of 89

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	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

L17981	8/4/2006	oxide	1,323,211	1.47	74,802
L18142	8/11/2006	oxide	301,324	1.43	16,856
L18356	8/18/2006	oxide	488,145	1.36	25,932
L18356	8/25/2006	oxide	583,585	1.77	42,732
L18502	9/6/2006	oxide	693,726	2.08	61,619
L18612	9/8/2006	oxide	573,801	1.78	42,239
L18788	9/15/2006	oxide	711,177	1.67	49,021
L18846	9/22/2006	oxide	545,295	1.61	36,044
L19047	9/29/2006	oxide	301,098	1.39	16,642
L19114	10/6/2006	oxide	98,852	1.65	6,677
L19116	10/6/2006	oxide	679,738	2.15	61,598
L19359	10/18/2006	oxide	292,554	1.76	21,210
L19360	10/18/2006	oxide	94,683	1.39	5,199
L19616	10/31/2006	oxide	464,204	1.40	25,257
L19617	10/31/2006	oxide	405,663	1.70	28,185
L19660	11/7/2006	oxide	300,496	1.67	20,461
R19663	11/7/2006	oxide	608,745	1.76	43,470
L19866	11/14/2006	oxide	917,741	1.85	69,901
L19964	11/21/2006	oxide	317,703	1.96	25,801
L19962	11/21/2006	oxide	157,063	2.10	13,682
T19963	11/21/2006	oxide	205,707	1.60	9,956
L20206	12/6/2006	oxide	733,049	1.54	43,142
L20205	12/6/2006	oxide	316,581	1.46	17,150
R20229	12/6/2006	oxide	205,707	1.60	12,235
L20380	12/13/2006	oxide	747,132	1.47	39,538
L20381	12/13/2006	oxide	156,005	1.65	9,367
L20586	12/21/2006	oxide	904,739	1.35	43,355
T20815	12/29/2006	oxide	147,741	1.41	5,471
R20850	1/9/2007	oxide	147,741	1.41	6,942
L20854	1/9/2007	oxide	1,053,083	1.30	45,218
L20852	1/9/2007	oxide	265,848	1.21	11,022
L21133	1/18/2007	oxide	102,296	1.87	6,696
L21134	1/18/2007	oxide	1,057,690	1.37	47,522
T21321	1/24/2007	oxide	316,376	1.31	9,637
L21323	1/24/2007	oxide	396,829	1.26	16,381
T21319	1/24/2007	oxide	935,614	1.41	31,418
L21322	1/24/2007	oxide	550,903	1.43	26,284
L21629	1/25/2007	oxide	408,669	1.34	14,218
R21645	2/6/2007	oxide	316,376	1.31	10,520
R21644	2/6/2007	oxide	935,614	1.41	34,215
T21814	2/7/2007	oxide	103,984	1.34	2,419
T21813	2/7/2007	oxide	212,586	1.47	5,731
T21815	2/7/2007	oxide	105,681	1.71	3,582

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 81 of 89

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	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

L21806	2/13/2007	oxide	608,124	1.42	22,926
L21807	2/13/2007	oxide	304,813	1.30	955
L21808	2/13/2007	oxide	206,261	1.45	8,009
L23008	2/14/2007	oxide	210,025	1.26	6,502
L23007	2/14/2007	oxide	205,988	1.30	657
L23006	2/14/2007	oxide	266,644	1.33	9,109
T22010	2/23/2007	oxide	207,736	1.35	4,510
T22011	2/23/2007	oxide	214,390	1.49	5,834
L22194	3/6/2007	oxide	273,899	1.25	8,697
L22193	3/6/2007	oxide	162,001	1.28	5,122
R22214	3/6/2007	oxide	214,390	1.49	8,561
R22215	3/6/2007	oxide	207,736	1.35	6,895
R22216	3/6/2007	oxide	105,681	1.71	5,119
R22217	3/6/2007	oxide	103,984	1.34	3,604
R22218	3/6/2007	oxide	212,586	1.47	8,389
L22470	3/15/2007	oxide	103,704	1.27	3,130
L22471	3/15/2007	oxide	217,338	1.24	6,198
L22624	3/22/2007	oxide	105,390	1.27	3,316
L22625	3/22/2007	oxide	824,027	1.24	24,941
L23158	4/10/2007	oxide	366,040	1.32	13,599
L23156	4/10/2007	oxide	100,977	1.35	4,190
L23157	4/10/2007	oxide	111,521	1.37	4,693
L23159	4/10/2007	oxide	861,788	1.33	34,455
L23425	4/19/2007	oxide	95,467	1.24	3,539
L23424	4/19/2007	oxide	309,936	1.19	10,745
L23426	4/19/2007	oxide	211,887	1.24	7,861
L23593	4/24/2007	oxide	104,702	1.29	4,044
L23594	4/24/2007	oxide	25,996	1.20	1,165
T23595	4/24/2007	oxide	199,985	1.23	5,108
L23596	4/24/2007	oxide	197,229	1.20	7,098
L23598	4/24/2007	oxide	517,748	1.22	18,509
L23602	4/24/2007	oxide	396,828	1.21	14,107
R23962	5/8/2007	oxide	199,985	1.23	9,873
L24137	5/15/2007	oxide	338,443	1.20	13,691
L24138	5/15/2007	oxide	102,898	1.24	3,859
L24267	5/18/2007	oxide	97,961	1.20	4,674
L22717	5/23/2007	oxide	99,658	1.32	3,285
L22718	5/23/2007	oxide	108,116	1.27	3,433
T24412	5/31/2007	oxide	305,473	1.21	10,591
T24411	5/31/2007	oxide	90,948	1.20	3,100
R24697	6/8/2007	oxide	90,948	1.20	3,100
L24751	6/8/2007	oxide	117,895	1.25	6,037
L24750	6/8/2007	oxide	583,471	1.20	27,757

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 82 of 89

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R24699	6/8/2007	oxide	305,473	1.21	14,638
L24797	6/12/2007	oxide	396,886	1.22	18,991
L24792	6/12/2007	oxide	106,128	1.22	3,068
T24830	6/14/2007	oxide	215,369	1.23	7,609
T24831	6/14/2007	oxide	68,783	1.46	3,055
T24885	6/19/2007	oxide	223,363	1.70	11,738
T24937	6/22/2007	oxide	130,678	1.43	5,648
L24992	6/28/2007	oxide	507,903	1.21	24,278
T24995	6/28/2007	oxide	195,775	1.20	6,660
T25018	6/29/2007	oxide	555,732	1.47	24,441
R250070	7/6/2007	oxide	215,369	1.23	10,232
R25072	7/6/2007	oxide	68,783	1.46	4,049
R25074	7/6/2007	oxide	223,363	1.70	15,499
R25076	7/6/2007	oxide	130,678	1.43	7,502
R25081	7/6/2007	oxide	195,775	1.20	892
R25084	7/6/2007	oxide	555,732	1.47	32,533
L25242	7/6/2007	oxide	206,321	1.33	8,131
L25243	7/6/2007	oxide	543,296	1.20	25,707
L25244	7/6/2007	oxide	1,147,795	1.36	57,490
L25459	7/13/2007	oxide	314,708	2.13	27,480
T25507	7/13/2007	oxide	132,823	2.12	8,546
T25604	7/20/2007	oxide	258,255	1.74	12,975
L25605	7/20/2007	oxide	180,818	1.85	13,513
T25645	7/25/2007	oxide	400,456	1.65	18,938
L25669	7/27/2007	oxide	125,189	1.39	7,069
T25670	7/27/2007	oxide	235,342	1.55	10,367
R25909	8/7/2007	oxide	132,823	2.12	12,740
R25910	8/7/2007	oxide	258,255	1.74	19,666
R25911	8/7/2007	oxide	400,456	1.65	28,749
L25864	8/7/2007	oxide	239,715	1.82	19,074
L25862	8/7/2007	oxide	249,873	1.67	18,388
R25916	8/8/2007	oxide	235,342	1.55	15,777
L26028	8/10/2007	oxide	102,345	1.44	6,328
L26124	8/16/2007	oxide	571,865	1.46	34,537
L26234	8/17/2007	oxide	48,180	1.52	3,162
L26203	8/17/2007	oxide	25,812	1.65	1,860
T26390	8/28/2007	oxide	499,104	1.96	32,207
T26449	8/30/2007	oxide	441,517	1.52	20,628
T26462	8/31/2007	oxide	49,460	1.85	2,915
R26712	9/7/2007	oxide	441,517	1.52	26,297
R26693	9/7/2007	oxide	499,104	1.96	40,467
L26750	9/7/2007	oxide	107,029	1.24	5,057
R26807	9/11/2007	oxide	49,460	1.85	3,690

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 83 of 89

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R26808	9/11/2007	oxide	210,520	1.92	16,221
L26770	9/11/2007	oxide	28,877	1.77	2,068
L26781	9/11/2007	oxide	107,030	1.26	3,457
L26769	9/11/2007	oxide	405,575	1.48	23,584
L26885	9/13/2007	oxide	183,254	1.35	8,347
T27078	9/26/2007	oxide	42,981	1.98	2,532
L27077	9/26/2007	oxide	171,536	1.25	8,222
T27154	9/28/2007	oxide	102,907	2.16	6,452
T27152	9/28/2007	oxide	284,842	2.20	18,133
R27347	10/5/2007	oxide	42,981	1.98	3,569
R27350	10/5/2007	oxide	102,907	2.16	9,168
L27360	10/5/2007	oxide	148,935	2.10	12,887
L27361	10/5/2007	oxide	252,201	1.86	18,434
R27349	10/5/2007	oxide	284,842	2.20	25,798
L27421	10/9/2007	oxide	74,128	2.29	7,179
L27424	10/9/2007	oxide	24,696	2.1	2,094
L27428	10/9/2007	oxide	26,840	2.06	2,242
L27484	10/10/2007	oxide	318,967	1.49	18,855
L27662	10/17/2007	oxide	172,885	1.99	13,905
L27663	10/17/2007	oxide	102,374	2.07	8,733
L27642	10/20/2007	oxide	266,692	1.94	20,815
L32092	4/4/2008	oxide	286,121	1.83	20,174
L32091	4/4/2008	oxide	469,897	1.64	27,426
L32096	4/4/2008	oxide	288,585	1.63	16,700
L32090	4/4/2008	oxide	287,607	1.82	19,974
L32458	4/9/2008	oxide	251,521	1.44	12,508
L32512	4/11/2008	oxide	48,063	1.64	2,889
L32511	4/11/2008	oxide	183,699	1.71	10,750
L32688	4/18/2008	oxide	24,997	2.00	1,749
L32822	4/29/2008	oxide	24,366	1.96	1,953
L32820	4/29/2008	oxide	74,351	1.92	5,334
L32821	4/29/2008	oxide	47,666	1.40	2,639
L33054	5/8/2008	oxide	155,723	1.44	7,448
L33060	5/8/2008	oxide	125,431	1.75	8,063
L33825	5/30/2008	oxide	50,644	1.72	3,193
L33827	5/30/2008	oxide	47,927	1.91	3,563
L33835	5/30/2008	oxide	107,340	1.25	3,534
L40247	1/14/2009	oxide	26,442	2.27	2,217
L42268	4/30/2009	oxide	24,454	1.90	435
L42376	5/8/2009	oxide	22,650	1.85	380
L42562	5/15/2009	oxide	56,017	1.84	1,136
L42652	5/22/2009	oxide	48,606	2.11	1,581
L42817	6/5/2009	oxide	24,046	2.17	734

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 84 of 89

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	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

L 43043	6/18/2009	oxide	28,799	1.70	516
T 19369	18/0/06	oxide	608,745	1.76	33,256
L 17206	9&/06	oxide	529,446	1.48	32,572
Total kg			59,327,962
Weighted avg grade, total Cu%			1.52

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 85 of 89

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	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

Appendix C. Listing of waypoints referred to in text and figures, locations where geologic data was collected during M Gray reconnaissance evaluation.

Name	Description	UTM Zone No WGS84	UTM Zone Ltr WGS84	UTME	UTMN	Altitude	Symbol
4	03-OCT-099:28:41AM	19	J	385075	6937946	1365m	Mine
5	03-OCT-099:55:56AM	19	J	384896	6938058	1441m
6	03-OCT-099:59:57AM	19	J	384883	6938063	1447m
7	03-OCT-0910:26:06AM	19	J	384807	6938166	1455m
8	03-OCT-0910:43:19AM	19	J	384923	6938327	1402m	Mine
9	03-OCT-0911:22:21AM	19	J	385160	6938196	1333m
10	03-OCT-0911:25:17AM	19	J	385100	6938244	1326m	Mine
11	03-OCT-0911:30:28AM	19	J	385160	6938130	1325m
12	03-OCT-0911:34:31AM	19	J	385164	6938103	1321m
13	03-OCT-0912:46:16PM	19	J	382721	6938918	1250m	Mine
14	03-OCT-0912:57:01PM	19	J	382731	6938915	1252m
15	03-OCT-0912:58:25PM	19	J	382721	6938912	1251m
16	03-OCT-091:13:14PM	19	J	382761	6938862	1258m	Mine
17	03-OCT-091:17:52PM	19	J	382754	6938866	1257m	Mine
18	03-OCT-091:24:49PM	19	J	382725	6938875	1253m	Mine
19	03-OCT-091:38:45PM	19	J	382573	6938788	1246m	Mine
20	03-OCT-091:49:34PM	19	J	382577	6938772	1253m	Mine
21	03-OCT-092:11:51PM	19	J	382646	6938751	1251m	Mine
22	03-OCT-092:14:37PM	19	J	382654	6938736	1253m	Mine
23	03-OCT-092:22:35PM	19	J	382646	6938661	1261m
24	03-OCT-092:23:34PM	19	J	382637	6938655	1262m
25	03-OCT-092:47:18PM	19	J	383106	6938319	1169m	Mine
26	03-OCT-093:16:12PM	19	J	382889	6938084	1208m	Mine
27	03-OCT-093:37:14PM	19	J	383039	6938479	1201m	Mine
28	03-OCT-093:48:44PM	19	J	383046	6938482	1204m	Mine
29	03-OCT-093:58:47PM	19	J	383497	6938500	1169m	Mine
30	04-OCT-098:18:51AM	19	J	384810	6937628	1307m
31	04-OCT-098:33:57AM	19	J	384878	6937904	1355m	Mine
32	04-OCT-0911:49:51AM	19	J	384575	6937826	1325m	Mine
33	04-OCT-0912:15:15PM	19	J	384683	6938001	1382m	Mine
34	04-OCT-092:17:43PM	19	J	383715	6938309	1174m	Mine
35	04-OCT-092:28:06PM	19	J	383889	6938276	1199m
36	05-OCT-098:07:41AM	19	J	385698	6937916	1206m
37	05-OCT-098:27:58AM	19	J	385471	6938095	1242m
38	05-OCT-098:42:16AM	19	J	385435	6938095	1247m
39	05-OCT-098:49:29AM	19	J	385414	6938100	1250m
40	05-OCT-098:55:58AM	19	J	385389	6938097	1257m
41	05-OCT-099:02:35AM	19	J	385375	6938094	1258m

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 86 of 89

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42	05-OCT-099:15:12AM	19	J	385363	6938083	1261m
43	05-OCT-099:23:08AM	19	J	385342	6938083	1263m
44	05-OCT-099:27:01AM	19	J	385335	6938083	1264m
45	05-OCT-099:35:24AM	19	J	385322	6938089	1265m
46	05-OCT-099:39:55AM	19	J	385290	6938084	1271m
47	05-OCT-099:44:09AM	19	J	385280	6938079	1274m
48	05-OCT-099:46:19AM	19	J	385274	6938053	1279m
49	05-OCT-099:48:55AM	19	J	385265	6938031	1285m
50	05-OCT-099:52:27AM	19	J	385257	6938025	1285m
51	05-OCT-099:55:39AM	19	J	385251	6938019	1287m
52	05-OCT-099:59:13AM	19	J	385241	6938014	1290m
53	05-OCT-0910:03:05AM	19	J	385240	6938027	1289m
54	05-OCT-0910:05:53AM	19	J	385238	6938043	1288m
55	05-OCT-0910:28:34AM	19	J	385459	6937672	1269m
56	05-OCT-0910:31:43AM	19	J	385489	6937643	1277m
57	05-OCT-0910:40:23AM	19	J	385387	6937720	1264m
58	05-OCT-0910:52:02AM	19	J	384770	6937671	1290m
59	05-OCT-0911:01:48AM	19	J	384802	6937698	1299m
60	05-OCT-0911:13:28AM	19	J	384839	6937735	1314m
61	05-OCT-0911:24:14AM	19	J	384850	6937738	1322m
62	05-OCT-0911:32:22AM	19	J	384850	6937731	1322m
63	05-OCT-0911:37:06AM	19	J	384849	6937716	1322m
64	05-OCT-091:13:07PM	19	J	384389	6937595	1251m	Mine
65	05-OCT-091:22:03PM	19	J	384374	6937575	1245m	Mine
66	05-OCT-092:01:14PM	19	J	384444	6937652	1252m	Mine
67	05-OCT-092:22:09PM	19	J	384533	6937640	1263m
68	05-OCT-092:29:47PM	19	J	384591	6937572	1258m	Mine
69	05-OCT-092:44:07PM	19	J	384576	6937535	1261m
70	05-OCT-092:47:56PM	19	J	384565	6937529	1259m
71	05-OCT-092:53:20PM	19	J	384528	6937523	1262m	Mine
72	05-OCT-093:30:19PM	19	J	384706	6937756	1299m
73	05-OCT-093:40:28PM	19	J	384687	6937806	1300m	Mine
74	05-OCT-093:46:45PM	19	J	384692	6937762	1300m
75	07-OCT-096:04:37AM	19	J	385319	6937704	1239m
76	07-OCT-097:37:09AM	19	J	384861	6937898	1371m
77	07-OCT-097:56:18AM	19	J	384884	6937878	1370m
78	07-OCT-098:10:18AM	19	J	384764	6937982	1389m
79	07-OCT-098:16:03AM	19	J	384799	6937967	1392m	Mine
80	07-OCT-098:56:03AM	19	J	384747	6937931	1369m
81	07-OCT-099:04:20AM	19	J	384726	6937969	1371m
82	07-OCT-099:18:13AM	19	J	384692	6937984	1372m	Mine
83	07-OCT-099:38:34AM	19	J	384674	6937953	1365m
84	07-OCT-099:41:01AM	19	J	384654	6937935	1360m

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 87 of 89

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

85	07-OCT-099:43:41AM	19	J	384631	6937919	1360m	Mine
86	07-OCT-099:53:09AM	19	J	384604	6937877	1351m	Mine
87	07-OCT-0910:07:54AM	19	J	384564	6937838	1325m	Mine
88	07-OCT-0910:20:29AM	19	J	384542	6937861	1339m
89	07-OCT-0911:48:12AM	19	J	384311	6937677	1279m	Mine
90	07-OCT-0912:00:49PM	19	J	384221	6937705	1290m	Mine
91	07-OCT-0912:12:44PM	19	J	384021	6937690	1272m	Mine
92	07-OCT-0912:22:03PM	19	J	384038	6937708	1272m	Mine
93	07-OCT-0912:25:50PM	19	J	384082	6937727	1269m	Mine
94	07-OCT-0912:33:34PM	19	J	384120	6937760	1260m	Mine
95	07-OCT-0912:55:12PM	19	J	384194	6937748	1276m	Mine
96	07-OCT-091:05:34PM	19	J	384302	6937743	1281m	Mine
97	08-OCT-095:59:01AM	19	J	386274	6942230	1217m
98	08-OCT-096:01:40AM	19	J	386124	6941033	1295m
99	08-OCT-096:02:18AM	19	J	386198	6940593	1313m
100	08-OCT-097:45:03AM	19	J	384475	6937655	1256m
101	08-OCT-091:35:38PM	19	J	383083	6938395	1193m	Mine
102	08-OCT-091:36:07PM	19	J	383140	6938377	1190m	Mine
103	08-OCT-091:44:23PM	19	J	383173	6938285	1168m	Mine
104	08-OCT-091:59:37PM	19	J	383113	6938307	1173m
105	08-OCT-092:18:34PM	19	J	383137	6938338	1187m
106	08-OCT-092:22:21PM	19	J	383164	6938315	1184m	Mine
107	08-OCT-092:33:27PM	19	J	383065	6938588	1244m	Mine
108	08-OCT-092:43:36PM	19	J	383055	6938647	1264m	Mine
109	08-OCT-092:50:01PM	19	J	383075	6938671	1263m	Mine
110	08-OCT-092:53:10PM	19	J	382888	6938657	1257m
111	08-OCT-093:06:00PM	19	J	382976	6938286	1213m
112	08-OCT-093:15:14PM	19	J	384199	6938457	1252m	Mine
113	08-OCT-093:25:43PM	19	J	384413	6938083	1302m	Mine
114	08-OCT-093:28:24PM	19	J	384478	6938128	1293m	Mine
115	08-OCT-093:33:06PM	19	J	384215	6937939	1287m	Mine
116	08-OCT-094:02:30PM	19	J	384626	6936948	1125m	Mine
Cntct	03-OCT-099:51:01AM	19	J	384921	6938056	1432m
Cu8	03-OCT-0910:31:25AM	19	J	384843	6938238	1436m
Cu9	03-OCT-0910:37:19AM	19	J	384910	6938320	1404m
Dh10	03-OCT-092:17:43PM	19	J	382617	6938643	1264m
Dh2	03-OCT-091:26:55PM	19	J	382702	6938852	1261m
Dh5	03-OCT-091:30:36PM	19	J	382637	6938828	1255m
Dh6	03-OCT-0912:44:19PM	19	J	382732	6938908	1251m
Dh7	03-OCT-091:03:47PM	19	J	382735	6938904	1251m
Dh9	03-OCT-092:04:54PM	19	J	382661	6938739	1253m	Mine
Dha	03-OCT-099:05:31AM	19	J	385181	6937996	1320m
Hilltop	03-OCT-0910:08:02AM	19	J	384812	6938105	1470m

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 88 of 89

	Resource Geosciences de Mexico SA de CV
	43-101 Technical Report on the Rosario Gold Prospect, Region III, Atacama, Chile

Juan Valdivia	04-OCT-0912:42:52PM	19	J	384183	6938313	1244m
Mon	03-OCT-099:33:25AM	19	J	385067	6937969	1376m
Monb	05-OCT-098:00:46AM	19	J	385667	6937870	1209m
Monc	05-OCT-0910:34:32AM	19	J	385512	6937651	1277m
Mond	05-OCT-0911:05:00AM	19	J	384819	6937715	1304m
Mone	05-OCT-0912:49:58PM	19	J	384637	6937659	1278m
Monf	05-OCT-092:20:16PM	19	J	384514	6937617	1260m
Mong	05-OCT-092:57:43PM	19	J	384514	6937517	1267m
Monh	05-OCT-092:59:49PM	19	J	384506	6937573	1250m
Moni	05-OCT-093:07:36PM	19	J	384633	6937550	1273m
Simoneta	03-OCT-098:40:29AM	19	J	385176	6937999	1313m
Triador	04-OCT-091:52:58PM	19	J	383675	6938023	1163m	Mine
Tunel Carmen	04-OCT-091:27:49PM	19	J	384118	6938404	1228m	Mine

Matthew D. Gray C.P.G. #1068827 November 2009 revised 4 December 2009 Amended 7 December 2010 Page 89 of 89

EX-99.4

Exhibit 99.4

FORM 51-102F3
Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1(2) OR (3) OF
NATIONAL INSTRUMENT NO. 51-102

Item 1.	Reporting Issuer
	Bridgeport Ventures Inc. (the “Company”)
	36 Toronto Street
	Suite 1000
	Toronto, Ontario
	M5C 2C5
Item 2.	Date of Material Change
	A material change took place on December 20, 2010.
Item 3.	Press Release
	On December 20, 2010, a news release in respect of the material change was disseminated.
Item 4.	Summary of Material Change
	The Company announced that it has completed its previously announced short form prospectus offering pursuant to which it has issued and aggregate of 15,000,000 units (“Units”) to raise aggregate gross proceeds of $15,000,000.
Item 5.	Full Description of Material Change

The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.

The Company announced that it has closed its previously announced financing by way of short form prospectus pursuant to which it raised aggregate gross proceeds of $15,000,000. In connection with the financing, the Company issued an aggregate of 15,000,000 Units at a price of $1.00 per Unit. Each Unit consists of one common share and one-half of one share purchase warrant of the Company, each such share purchase warrant entitling the holder thereof to acquire one additional common share of the Company for a period of 24 months at an exercise price of $1.40 per share. RBC Capital Markets acted as lead agent of the financing with a syndicate that included MGI Securities Inc.

Pursuant to the financing, Mr. Wolf Seidler subscribed for an aggregate of 20,000 Units at a price of $1.00 per Unit. Mr. Seidler is an insider of the Company. As of December 20, 2010 immediately prior to the closing of the financing, Mr. Seidler held no common shares of the Company and convertible securities entitling Mr. Seidler to acquire 250,000 common shares of the Company, representing less than 1% of the issued and outstanding shares of the Company at that time on a partially diluted basis, assuming exercise of the convertible securities only. Immediately following the closing of the financing, Mr. Seidler held an aggregate of 20,000 common shares of the Company and convertible securities entitling Mr. Seidler to acquire an additional 260,000 common shares of the Company, representing less than 1% of the issued and outstanding shares of the Company post-closing (and less than 1% on a partially diluted basis, assuming exercise of the convertible securities only).

Pursuant to the financing, Ms. Shastri Ramnath subscribed for an aggregate of 15,000 Units at a price of $1.00 per Unit. Ms Ramnath is an insider of the Company. As of December 20, 2010 immediately prior to the closing of the financing, Ms. Ramnath held no common shares of the Company and convertible securities entitling Ms. Ramnath to acquire 1,400,000 common shares of the Company, representing approximately 4.1% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming exercise of the convertible securities only. Immediately following the closing of the financing, Ms. Ramnath held an aggregate of 15,000 common shares of the Company and convertible securities entitling Ms. Ramnath to acquire an additional 1,407,500 common shares of the Company, representing less than 1% of the issued and outstanding shares of the Company post-closing (or approximately 2.8 % on a partially diluted basis, assuming exercise of the convertible securities only).

The financing was approved by the board of directors at meetings of the board of directors held on November 22 and December 13, 2010. The transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time the financing was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the financing insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization.

The financing was completed to raise proceeds to fund exploration activities and general corporate expenses of the Company. A material change report is being filed in connection with the insider participation in the financing less than 21 days in advance of closing of the financing, as the Company did not have prior confirmation of such participation.

Item 6.	Reliance on subsection 7.1(2) of National Instrument 51-102
	The report is not being filed on a confidential basis.
Item 7.	Omitted Information
	No information has been omitted.
Item 8.	Executive Officer
	Shastri Ramnath, President and Chief Executive Officer
	(416) 350-2356
Item 9.	Date of Report
	DATED at Toronto, in the Province of Ontario, this 20th day of December, 2010.

Schedule “A”

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Bridgeport Ventures Inc. Announces Closing of Public Equity Offering

Toronto, Ontario – December 20, 2010 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or the “Company”) is pleased to announce the closing of its previously announced public offering of units. An aggregate of 15 million units were sold at the offering price of $1.00 per unit, for gross proceeds of $15 million. Each unit is comprised of one common share of Bridgeport (a “Common Share”) and one-half of one common share purchase warrant, each whole common share purchase warrant (a “Warrant”) entitling the holder to acquire one Common Share at a price of $1.40, for a period of 2 years following closing of the offering.

RBC Capital Markets acted as lead agent of the offering with a syndicate that included MGI Securities Inc. The agents have an option, exercisable for a period of 30 days from the date of closing, to purchase up to 15% in additional units at a price equal to the offering price to cover over-allotments and for market stabilization purposes.

Bridgeport intends to use the net proceeds of the offering to explore its portfolio of 10 Nevada gold exploration projects, for property acquisitions and for general corporate purposes. Exploration activities at the Company’s Nevada projects are expected to include approximately 30,000 meters of drilling in 2011. The Company will also further evaluate its Rosario copper gold project in Chile using existing resources.

The Shares have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. Any public offering of securities to be made in the United States would, if made, be made by means of a prospectus that could be obtained from the Company that would contain detailed information about the Company and management as well as financial statements.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with active gold and copper exploration in the Americas. The Company’s strong technical team has a solid record of exploration and discovery and a proven track record of mining development success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Shastri Ramnath
President and CEO
Tel. (416) 350-2173
investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.5

Exhibit 99.5

FORM 51-102F3
Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1(2) OR (3) OF
NATIONAL INSTRUMENT NO. 51-102

Item 1.	Reporting Issuer
	Bridgeport Ventures Inc. (the “Company”)
	36 Toronto Street
	Suite 1000
	Toronto, Ontario
	M5C 2C5
Item 2.	Date of Material Change
	A material change took place on January 7, 2011.
Item 3.	Press Release
	On January 7, 2011, a news release in respect of the material change was disseminated.
Item 4.	Summary of Material Change
	The Company announced that in connection with its previously announced public offering of units (“Units”), the agents have exercised in full their over-allotment option to purchase 2.25 million Units at the offering price of $1.00 per Unit. Each Unit consists of one common share and one-half of one share purchase warrant of the Company, each whole such share purchase warrant entitling the holder thereof to acquire one additional common share of the Company for a period of 24 months at an exercise price of $1.40 per share.
Item 5.	Full Description of Material Change
	The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.
Item 6.	Reliance on subsection 7.1(2) of National Instrument 51-102
	The report is not being filed on a confidential basis.
Item 7.	Omitted Information
	No information has been omitted.
Item 8.	Executive Officer
	Shastri Ramnath, President and Chief Executive Officer
	(416) 350-2356
Item 9.	Date of Report
	DATED at Toronto, in the Province of Ontario, this 7th day of January, 2011.

SCHEDULE A

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Bridgeport Ventures Inc. Announces Exercise in Full of the Over-Allotment Option

Toronto, Ontario – January 7, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or the “Company”) is pleased to announce that in connection with its previously announced public offering of units, the agents, led by RBC Capital Markets and including MGI Securities Inc., have exercised in full their over-allotment option to purchase 2.25 million units at the offering price of $1.00 per unit. Total gross proceeds of the offering, including the over-allotment, are $17.25 million. Each unit is comprised of one common share of Bridgeport (a “Common Share”) and one-half of one common share purchase warrant, each whole common share purchase warrant (a “Warrant”) entitling the holder to acquire one Common Share at a price of $1.40, for a period of 2 years following closing of the offering.

Bridgeport intends to use the net proceeds of the offering to explore its portfolio of 10 Nevada gold exploration projects, for property acquisitions and for general corporate purposes. Exploration activities at the Company’s Nevada projects are expected to include approximately 30,000 meters of drilling in 2011. The Company will also further evaluate its Rosario copper gold project in Chile using existing resources.

The Common Shares and the Warrants have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. Any public offering of securities to be made in the United States would, if made, be made by means of a prospectus that could be obtained from the Company that would contain detailed information about the Company and management as well as financial statements.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with active gold and copper exploration in the Americas. The Company’s strong technical team has a solid record of exploration and discovery and a proven track record of mining development success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk.

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.

For further information please contact:
Shastri Ramnath
President and CEO
Tel. (416) 350-2173
investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.6

Exhibit 99.6

BRIDGEPORT VENTURES INC.

and

VALIANT TRUST COMPANY

WARRANT INDENTURE

Providing for the Issue of up to 9,142,500 Warrants

Dated as of December 20, 2010

TABLE OF CONTENTS

		Page
ARTICLE 1 INTERPRETATION		2
1.1	DEFINITIONS	2
1.2	MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES	6
1.3	CERTAIN RULES OF INTERPRETATION	6
1.4	INTERPRETATION NOT AFFECTED BY HEADINGS, ETC	7
1.5	APPLICABLE LAW	7
1.6	LANGUAGE CLAUSE	7
1.7	DAY NOT A BUSINESS DAY	7
1.8	CONFLICT	7
1.9	TIME OF THE ESSENCE	7
1.10	CURRENCY	7
1.11	SCHEDULES	7
ARTICLE 2 ISSUE OF WARRANTS		8
2.1	CREATION AND ISSUE OF WARRANTS	8
2.2	TERMS OF WARRANTS	8
2.3	WARRANT CERTIFICATES	8
2.4	SIGNING OF WARRANT CERTIFICATES	8
2.5	COUNTERSIGNATURE BY THE WARRANT AGENT	9
2.6	HOLDER NOT A SHAREHOLDER	9
2.7	ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE	9
2.8	REGISTER FOR WARRANTS	10
2.9	TRANSFER OF WARRANTS	10
2.10	TRANSFEREE ENTITLED TO REGISTRATION	10
2.11	REGISTERS OPEN FOR INSPECTION	10
2.12	OWNERSHIP OF WARRANTS	11
2.13	EXCHANGE OF WARRANT CERTIFICATES	11
2.14	ISSUE OF GLOBAL CERTIFICATES	11
2.15	TRANSFER OF WARRANTS	11
ARTICLE 3 EXERCISE OF WARRANTS		15
3.1	RIGHTS OF EXERCISE OF WARRANTS	15
3.2	METHOD OF EXERCISE OF WARRANTS	15
3.3	EFFECT OF EXERCISE OF WARRANTS	16
3.4	PARTIAL EXERCISE OF WARRANTS	16
3.5	CANCELLATION OF WARRANTS	17
3.6	WARRANTS VOID AFTER THE EXPIRY TIME	17
3.7	ACCOUNTING AND RECORDING	17
3.8	SECURITIES RESTRICTIONS	17
ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES		18
4.1	ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION	18
4.2	ADJUSTMENT UPON RIGHTS OFFERING	19
4.3	ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE OF WARRANTS	21
4.4	NO ADJUSTMENT FOR STOCK OPTIONS, ETC.	22
4.5	DETERMINATION BY CORPORATION’S AUDITORS	22
4.6	PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT	22
4.7	ACTION REQUIRING ADJUSTMENT	22
4.8	CERTIFICATE OF ADJUSTMENT	22
4.9	NOTICE OF SPECIAL MATTERS	23

ii

4.10	NO ACTION AFTER NOTICE	23
4.11	PROTECTION OF WARRANT AGENT	23
4.12	ADJUSTMENTS CUMULATIVE	23
ARTICLE 5 PURCHASES BY THE CORPORATION		24
5.1	OPTIONAL PURCHASE BY THE CORPORATION	24
ARTICLE 6 COVENANTS OF THE CORPORATION		24
6.1	ISSUANCE OF COMMON SHARES	24
6.2	NO AMENDMENT TO COMMON SHARES	25
6.3	TO PAY WARRANT AGENT REMUNERATION AND EXPENSES	25
6.4	TO PERFORM COVENANTS	25
6.5	WARRANT AGENT MAY PERFORM COVENANTS	25
6.6	CERTIFICATES OF NO DEFAULT	25
6.7	SOLICITATION OF WARRANT EXERCISE	25
6.8	SECURITIES QUALIFICATION REQUIREMENTS	26
ARTICLE 7 ENFORCEMENT		26
7.1	SUITS BY HOLDERS OF WARRANTS	26
7.2	WAIVER OF DEFAULT	26
ARTICLE 8 SUCCESSOR CORPORATIONS		26
8.1	CERTAIN REQUIREMENTS	26
8.2	VESTING OF POWERS IN SUCCESSOR	27
ARTICLE 9 MEETINGS OF HOLDERS OF WARRANTS		27
9.1	RIGHT TO CONVENE MEETING	27
9.2	NOTICE OF MEETINGS	27
9.3	CHAIRMAN	27
9.4	QUORUM	28
9.5	POWER TO ADJOURN	28
9.6	SHOW OF HANDS	28
9.7	POLL	28
9.8	VOTING	28
9.9	REGULATIONS	29
9.10	CORPORATION AND WARRANT AGENT MAY BE REPRESENTED	29
9.11	POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION	29
9.12	MEANING OF “EXTRAORDINARY RESOLUTION”	30
9.13	POWERS CUMULATIVE	31
9.14	MINUTES	31
9.15	INSTRUMENTS IN WRITING	31
9.16	BINDING EFFECT OF RESOLUTIONS	31
ARTICLE 10 NOTICES		31
10.1	NOTICE TO THE CORPORATION AND THE WARRANT AGENT	31
10.2	NOTICE TO HOLDERS OF WARRANTS	32
10.3	MAIL SERVICE INFORMATION	33
ARTICLE 11 CONCERNING THE WARRANT AGENT		33
11.1	WARRANT INDENTURE LEGISLATION	33
11.2	NO CONFLICT OF INTEREST	33
11.3	REPLACEMENT OF WARRANT AGENT	33
11.4	EVIDENCE, EXPERTS AND ADVISERS	34
11.5	WARRANT AGENT MAY DEAL IN SECURITIES	35
11.6	WARRANT AGENT NOT ORDINARILY BOUND	35
11.7	WARRANT AGENT NOT REQUIRED TO GIVE SECURITY	35

iii

11.8	WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF DEFAULT	35
11.9	ACCEPTANCE OF APPOINTMENT	35
11.10	DUTIES OF WARRANT AGENT	35
11.11	ACTIONS BY WARRANT AGENT	36
11.12	PROTECTION OF WARRANT AGENT	36
11.13	INDEMNIFICATION OF THE WARRANT AGENT	36
11.14	THIRD PARTY INTERESTS	37
11.15	NOT BOUND TO ACT	37
11.16	PRIVACY LAWS	37
ARTICLE 12 SUPPLEMENTAL INDENTURES		37
12.1	SUPPLEMENTAL INDENTURES	37
ARTICLE 13 GENERAL PROVISIONS		38
13.1	EXECUTION	38
13.2	FORMAL DATE	38
13.3	SATISFACTION AND DISCHARGE OF INDENTURE	38
13.4	PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS	40
SCHEDULES
Schedule “A” -               Form of Warrant Certificate

WARRANT INDENTURE

THIS INDENTURE made as of December 20, 2010,

BETWEEN:

BRIDGEPORT VENTURES INC., a company incorporated under the laws of Ontario (the “Corporation”)

AND

VALIANT TRUST COMPANY a company continued under the federal laws of Canada (the “Warrant Agent”)

WHEREAS:

A.	All capitalized terms used in these recitals have the meanings ascribed to them in section 1.1 below;
B.	The Corporation proposes to complete a secondary offering pursuant to which it will issue up to 18,285,000 Units (inclusive of 1,035,000 Units to be issued upon exercise of certain broker warrants to be issued pursuant to such offering), each Unit consisting of one Common Share and one-half of one Warrant, all as further set forth in the Agency Agreement;
C.	Each Warrant shall entitle the Holder thereof to receive, upon payment of the Exercise Price, and subject to adjustment and penalties in certain circumstances, one Common Share at any time prior to the Expiry Time upon the terms and conditions herein set forth;
D.	The Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;
E.	All things necessary have been done and performed to make the Warrants, when issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;
F.	The foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and
G.	the Warrant Agent has agreed to act as the Warrant Agent in respect of the Warrants on behalf of the Holders on the terms and conditions herein set forth;

NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

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ARTICLE 1
INTERPRETATION

1.1 DEFINITIONS

In this Indenture, including the recitals and schedules hereto, the following words and phrases shall have the following meanings:

(a)	“Acquiring person” shall have the meaning ascribed thereto in subsection 4.1(c)(i);
(b)	“Agency Agreement” means the agency agreement between the Agents and the Corporation dated as of December 13, 2010 in respect of the sale of the Units;
(c)	“Agents” means RBC Dominion Securities Inc. and MGI Securities Inc.;
(d)	“Beneficial Owners” means a person that has a beneficial interest in a Warrant that is represented by a Global Certificate;
(e)	“Business Day” means any day (other than a Saturday, Sunday or statutory holiday) on which the principal transfer office of the Warrant Agent in Toronto, Ontario is open for business;
(f)	“Capital Reorganization” shall have the meaning ascribed thereto in subsection 4.1(3(a);
(g)	“Common Share Reorganization” shall have the meaning ascribed thereto in subsection 4.1(1);
(h)	“Common Shares” means the fully paid and non-assessable common shares in the capital of the Corporation as such common shares are presently constituted, and “Common Share” means any one of them;
(i)	“Convertible Security” means a security of the Corporation (other than the Warrants) or of any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares;
(j)	“Corporation” means Bridgeport Ventures Inc. and includes any Successor Corporation to or of Bridgeport Ventures Inc. which has complied with the provisions of Article 8;
(k)	“Corporation's Auditors” means an independent firm of chartered accountants duly appointed as auditors of the Corporation;
(l)	“Current Market Price” at any date, means the volume weighted average price per Common Share at which the Common Shares have traded:
	(i)	on the TSXV (including the NEX board of the TSXV);
	(ii)	on the TSX;
	(iii)	if the Common Shares are not listed on the TSX or TSXV (or the NEX board of the TSXV), on any stock exchange upon which the Common Shares are listed as may be selected for this purpose by the Directors and approved by the Warrant Agent; or

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(iv) if the Common Shares are not listed on any stock exchange, on any over-the- counter market as may be selected for this purpose by the Directors and approved by the Warrant Agent;

during the last twenty trading days (on which at least 500 Common Shares are traded in board lots) ending the fifth trading day before such date, and the volume weighted average price shall be determined by dividing the aggregate sale price of all Common Shares traded on the exchange or market, as the case may be, during such twenty consecutive trading days by the aggregate number of Common Shares sold;

(m)	“Default Notice” shall have the meaning ascribed thereto in Section 6.3;
(n)	“Depository” means CDS Clearing and Depository Services Inc. (“CDS”), or its successor, or any other depository offering a book based securities registration and transfer system similar to that administered by CDS which the Company, with the consent of the Warrant Agent, acting reasonably, may designate;
(o)	“Designated Provinces” means each of the provinces of Canada other than Québec being the jurisdictions agreed to between the Corporation and the Agents where Units are to be sold;
(p)	“Director” means a director of the Corporation and “Directors” or “Board of Directors” means the board of directors of the Corporation or, whenever duly empowered, a committee of the board of directors of the Corporation, and reference to “action by the directors” means action by the directors of the Corporation as a board or action by a committee as a committee;
(q)	“dividends” means dividends or distributions (payable in cash or in securities, property or assets of equivalent value) declared payable on the Common Shares;
(r)	“Equity Shares” means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
(s)	“Exercise Date” means, with respect to any Warrant, the date on which the Warrant Certificate representing such Warrant is surrendered by a Holder for exercise in accordance with the provisions of Article 3;
(t)	“Exercise Form” has the meaning ascribed thereto in subsection 3.2(1);
(u)	“Exercise Price” shall have the meaning ascribed thereto in subsection 3.2(1);
(v)	“Expiry Date” means, with respect to any Warrant, the date which is two years following the date of issuance thereof;
(w)	“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;
(x)	“Extraordinary Resolution” has the meaning ascribed thereto in sections 9.12 and 9.15;

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(y)	“Global Certificate” means a Warrant Certificate that is registered in the name of the Depository or its nominee pursuant to Section 2.14 for the purpose of being held by or on behalf of the Depository as custodian for Participants and Beneficial Owners;
(z)	“Holder” means a person for the time being who is the registered holder of a Warrant;
(aa)	“Holders' Request” means an instrument signed in one or more counterparts by Holders entitled to acquire in the aggregate not less than 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;
(bb)	“Indenture” or “this Indenture” and “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this instrument and not to any particular Article, section, clause, subdivision or other portion hereof, and include each instrument supplemental or ancillary hereto or required to implement this instrument;
(cc)	“Indenture Legislation” has the meaning ascribed thereto in subsection 11.1(1);
(dd)	“Offered Shares” shall have the meaning ascribed thereto in subsection 4.2(1)(a);
(ee)	“Officers' Certificate” means a certificate signed by any one or more of the officers or Directors of the Corporation;
(ff)	“Participant” means a person recognized by the Depository as a participant in the book entry only securities registration and transfer system administered by the Depository;
(gg)	“Person” includes any individual, corporation, company, partnership, association, joint venture, trust, unincorporated association, government or governmental authority;
(hh)	“Privacy Laws” has the meaning ascribed thereto in Section 11.16;
(ii)	“Securities Commissions” means the securities regulatory authority in each of the Designated Provinces;
(jj)	“Regulation S” means Regulation S promulgated under the U.S. Securities Act;
(kk)	“Rights Offering” shall have the meaning ascribed thereto in subsection 4.2(1)(a);
(ll)	“Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Provinces of Canada in which Subscribers reside, the applicable policy statements issued by the securities regulators in each of the Provinces of Canada in which Subscribers reside, and the rules of the TSXV;
(mm)	“Special Distribution” shall have the meaning ascribed thereto in subsection 4.2(2)(a);
(nn)	“Subscribers” means, collectively, all of the Persons who have subscribed for Units and “Subscriber” means any one of them;
(oo)	“Subsidiary” means any corporation of which more than 50% of the votes attached to the outstanding voting shares are owned by or for the Corporation or by or for any corporation in like relation to the Corporation and includes any corporation in like relation to a Subsidiary;

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(pp)	“Successor Corporation” has the meaning ascribed thereto in section 8.1;
(qq)	“TSX” means the Toronto Stock Exchange;
(rr)	“TSXV” means the TSX Venture Exchange;
(ss)	“Underlying Securities” means the Common Shares underlying the Warrants;
(tt)	“Unit” means a unit of the Corporation issued in accordance with the terms of the Agency Agreement, each such Unit consisting of one Common Share and one-half of one Warrant;
(uu)	“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Colombia;
(vv)	“U.S. Institutional Accredited Investor” means an institutional accredited investor that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act;
(ww)	“U.S. Person” means a “U.S. person” as such term is defined in Regulation S under the U.S. Securities Act;
(xx)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
(yy)	“Warrant Agent” means Valiant Trust Company or its successor or successors for the time being as Warrant Agent hereunder, at its principal office in the City of Toronto, Ontario;
(zz)	“Warrant Certificate” means a certificate in substantially the form set out in Schedule “A” hereto, issued hereunder to evidence one or more Warrants;
(aaa)	“Warrants” means the fully-paid warrants of the Corporation issued hereunder and for the time being outstanding entitling registered holders thereof to acquire, upon the valid exercise thereof and subject to adjustment in certain circumstances, one Common Share in accordance with the terms hereof, and “Warrant” means any one of them;
(bbb)	“Warrant Agency” means the principal transfer office of the Warrant Agent in the City of Toronto, Ontario and such other locations as the Corporation may designate with the approval of the Warrant Agent;
(ccc)	“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean respectively a written order, request, consent and certificate signed in the name of the Corporation by any one or more of the officers or Directors of the Corporation and may consist of one or more instruments so executed and any other documents referred to herein which is required or contemplated to be provided or given by the Corporation;

and a derivative of any defined word or phrase has the meaning appropriate to the derivation of the word or phrase.

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1.2      MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES

Except as provided in section 3.6, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that:

(a)	a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby;
(b)	where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and
(c)	for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that:
	(i)	for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and
	(ii)	Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

1.3      CERTAIN RULES OF INTERPRETATION

Unless otherwise specified in this Indenture:

(a)	words importing the singular number include the plural and vice versa;
(b)	words importing gender include both genders and vice versa and words importing individuals include firms and corporations and vice versa;
(c)	“in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including telecopy;
(d)	“including” is used for illustration only and not to limit the generality of any preceding words, whether or not non-limiting language (such as, “without limitation”, “but not limited to” and similar expressions) is used with reference thereto; and
(e)	reference to any statute, regulation or by-law includes amendments, consolidations, re- enactments and replacements thereof and instruments and legislation thereunder.

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1.4      INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

The division of this Indenture into Articles, sections and other subdivisions, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Indenture.

1.5      APPLICABLE LAW

This Indenture, the Warrants and the Warrant Certificates shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any and all disputes arising under this Indenture, the Warrants and the Warrant Certificates, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of such Province.

1.6      LANGUAGE CLAUSE

The parties hereto have required that this Indenture and all documents and notices related thereto or resulting therefrom be drawn up in the English language.

1.7      DAY NOT A BUSINESS DAY

Whenever any payment is due or required to be made or any other action is required to be taken under this Indenture or the Warrant Certificates on or as of a day that is not a Business Day, that payment must be made and the other action must be taken on or as of the next day that is a Business Day. However notwithstanding the foregoing, this provision shall not under any circumstances be construed so as to extend the Expiry Date.

1.8      CONFLICT

In the event of a conflict or inconsistency between a provision of this Indenture and in the Warrant Certificates issued hereunder, the relevant provision in this Indenture shall prevail to the extent of the inconsistency.

1.9      TIME OF THE ESSENCE

Time shall be of the essence of this Indenture, the Warrants and the Warrant Certificates.

1.10      CURRENCY

Except as otherwise stated, all dollar amounts herein are expressed in Canadian dollars.

1.11     SCHEDULES

Schedule “A” to this Indenture is incorporated into this Indenture by reference.

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ARTICLE 2
ISSUE OF WARRANTS

2.1      CREATION AND ISSUE OF WARRANTS

(1)	The Corporation hereby creates and authorizes the reservation for issue and, as applicable, the issuance of the Warrants as of the date hereof and at any additional closings, with the aggregate number of Warrants to be issued not to exceed 9,277,500 Warrants.
(2)	The Warrant Agent is hereby appointed Warrant Agent in respect of the Warrants.

2.2      TERMS OF WARRANTS

(1)	The Warrants shall be issued hereunder in accordance with the direction provided to the Warrant Agent pursuant to subsections 2.2, 2.4 and 2.5 hereof.
(2)	Upon the valid exercise of the Warrants prior to the Expiry Time in accordance with section 3.2 hereof, including payment of the Exercise Price in connection therewith, each Warrant shall entitle the Holder to acquire, subject to adjustment in accordance with Article 4 hereof, one Common Share.
(3)	No certificate evidencing fractional Warrants shall be issued or otherwise provided for and a Subscriber or a Holder shall not be entitled to any cash or other consideration in lieu of any fractional interest in a Warrant or claim thereto.
(4)	The number of Common Shares which may be acquired pursuant to the exercise of the Warrants shall be adjusted in the events and in the manner specified in Article 4.
(5)	All Warrants shall rank pari passu, whatever may be the actual date of issue thereof.
(6)	The Warrants and any rights thereunder shall expire in accordance with the provisions of section 3.6.

2.3      WARRANT CERTIFICATES

The Warrant Certificates to be issued to evidence the Warrants authorized for issuance pursuant to section 2.1 shall be issuable in registered form only, shall be in the English language and shall be substantially in the form set out in Schedule “A”. All Warrant Certificates shall be dated as of the date of their issuance, and shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. Irrespective of any adjustments pursuant to Article 4, the Warrant Certificates shall continue to be in the form set out in Schedule “A” and shall continue to express the number of Common Shares that may be acquired upon the exercise of the Warrants evidenced thereby prior to any such adjustment.

2.4      SIGNING OF WARRANT CERTIFICATES

The Warrant Certificates shall be signed by any director or officer of the Corporation. The signature of such signing officer may be mechanically reproduced in facsimile and Warrant Certificates bearing such facsimile signature shall be binding upon the Corporation as if they had been manually signed by such signing officer. Notwithstanding that any individual whose manual or facsimile signature appears on any Warrant Certificate as a signing officer may no longer hold office or a directorship, as applicable, at the date of issue of such Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to section 2.5, be valid and binding upon the Corporation and the Holder thereof shall be entitled to the benefits of this Indenture.

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2.5      COUNTERSIGNATURE BY THE WARRANT AGENT

(1)	Warrant Certificates evidencing the Warrants shall be countersigned by or on behalf of the Warrant Agent on written direction of the Corporation.
(2)	No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the Holder to the benefit hereof until it has been countersigned by manual signature by or on behalf of the Warrant Agent, and such countersignature by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so countersigned has been duly issued hereunder and that the Holder is entitled to the benefits hereof.
(3)	The countersignature of the Warrant Agent on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due countersignature thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor.

2.6      HOLDER NOT A SHAREHOLDER

Nothing in this Indenture or in the holding of a Warrant itself evidenced by a Warrant Certificate, or otherwise, shall be construed as conferring upon a Holder any right or interest whatsoever as a shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation, or the right to receive dividends and other distributions, except as may be provided herein or in the Warrant Certificates.

2.7      ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE

(1)

If any of the Warrant Certificates shall become mutilated or lost, destroyed or stolen, the Corporation, subject to applicable law and to subsection 2.7(2), shall issue and thereupon, at the written direction of the Corporation, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this section 2.7 shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen satisfactory to the Corporation and to the Warrant Agent in their sole discretion, in each case acting reasonably, and such applicant may also be required to furnish an indemnity or surety bond in amount and form satisfactory to the Corporation and the Warrant Agent in their sole discretion, in each case acting reasonably, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

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2.8      REGISTER FOR WARRANTS

The Corporation shall cause to be kept by and at the Warrant Agency and in such other place or places as the Corporation with the approval of the Warrant Agent may designate, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Warrants held by them. The Corporation shall also cause to be kept by and at such office the register of transfers, and may also cause to be kept by the Warrant Agent or such other register or registers and at such other place or places as the Corporation may designate with the approval of the Warrant Agent, branch registers of transfers (including, without limitation, branch registers of transfers at each of the other Warrant Agencies) in which shall be recorded the particulars of the transfers of Warrants registered in that branch register of transfers.

2.9      TRANSFER OF WARRANTS

(1)	Subject to subsection 2.9(3) and 3.2(3) below and such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting the requirements set forth above and upon the required signature and countersignature in accordance with sections 2.4 and 2.5, the Warrant Agent shall issue to the transferee a Warrant Certificate representing the Warrants transferred.
(2)	The Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws.
(3)	No transfer of a Warrant shall be valid (i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, such transfer is recorded on the register maintained by the Warrant Agent pursuant to subsection (1) of this section 2.9, and (iii) until all governmental or other charges arising by reason of such transfer have been paid.

2.10      TRANSFEREE ENTITLED TO REGISTRATION

The transferee of a Warrant shall, after the transfer form attached to the Warrant Certificate is duly completed and the Warrant Certificate and transfer form are lodged with the Warrant Agent, and upon compliance with all other conditions in that regard required by this Indenture and by all applicable securities legislation and requirements of regulatory authorities, be entitled to have his name entered on the register as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and his transferor or any previous Holder of such Warrant, save in respect of equities of which the Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.

2.11      REGISTERS OPEN FOR INSPECTION

The registers hereinbefore referred to shall be open at all reasonable times and upon reasonable notice for inspection by the Corporation, the Warrant Agent or any Holder. The Warrant Agent shall, from time to time when requested to do so by the Corporation, furnish the Corporation with a list of the names and addresses of Holders of Warrants entered in the register kept by the Warrant Agent and showing the number of Common Shares which may then be acquired upon the exercise of the Warrants held by each such Holder.

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2.12      OWNERSHIP OF WARRANTS

(1)

The Corporation and the Warrant Agent may deem and treat the registered Holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary, except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither the Corporation nor the Warrant Agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the person registered as Holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

(2)

Subject to the provisions of this Indenture and applicable law, each Holder shall be entitled to the rights and privileges attaching to the Warrants held thereby. The exercise of the Warrants in accordance with the terms hereof and the receipt by any such Holder of Common Shares pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

2.13      EXCHANGE OF WARRANT CERTIFICATES

(1)	Warrant Certificates, representing Warrants entitling the Holders to receive any specified number of Common Shares, may, prior to the Expiry Time and upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for another Warrant Certificate or Warrant Certificates entitling the Holder thereof to receive in the aggregate the same number of Common Shares as are issuable under the Warrant Certificate or Warrant Certificates so exchanged.
(2)	Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificates tendered for exchange shall be surrendered to the Warrant Agent and shall, upon the valid completion of the exchange in accordance with the terms of this Indenture, be cancelled.
(3)	Except as otherwise herein provided, the Warrant Agent shall charge to the Holder requesting an exchange a reasonable sum for each new Warrant Certificate issued in exchange for Warrant Certificate(s); and payment of such charges and reimbursement to the Warrant Agent or the Corporation for any and all taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.

2.14      ISSUE OF GLOBAL CERTIFICATES

(1)	Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall:
	(a)	represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s);

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(b)	be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and
(c)	bear a legend substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE”

(2)	Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only:
	(a)	with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and
	(b)	with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant.
(3)	The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository.
(4)	Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder.
(5)	Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. BeneficialOwners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6) .

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(6)	If any Warrant is represented by a Global Certificate and any of the following events occurs:
	(a)	the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice;
	(b)	the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing;
	(c)	the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6); or
	(d)	the book entry only system administrated by the Depository ceases to exist,
		then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository.
(7)	Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.
(8)	Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
	(a)	the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee);
	(b)	maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or
	(c)	advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

2.15      TRANSFER OF WARRANTS REPRESENTED BY GLOBAL CERTIFICATES

The provisions of Section 2.9 with respect to the transfer of Warrants are subject to the provisions of Section 2.14.

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2.16      RESTRICTIONS AND TRANSFERS UNDER UNITED STATES SECURITIES LAWS

(1) The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS OR (C) INCOMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C)(1) AND (D) ABOVE, AFTER THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”;

provided, that if at the time the Corporation is a “foreign issuer” as defined in Regulation S, Warrants or Underlying Securities bearing such legend are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided further, that if any such Warrants or such Underlying Securities are being sold pursuant to Rule 144 under the U.S.Securities Act, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

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(b) If a certificate representing the Warrants or the Underlying Securities is tendered for transfer and bears the legend set forth in this subsection and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in both cases, in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(B) and (iv) above, after the seller has furnished to the Corporation to such effect.

ARTICLE 3
EXERCISE OF WARRANTS

3.1      RIGHTS OF EXERCISE OF WARRANTS

Subject to the further provisions hereof, the Warrants may be exercised at any time up to the Expiry Time.

3.2      METHOD OF EXERCISE OF WARRANTS

(1)

Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the right thereby conferred on him to acquire one Common Share (subject to adjustment pursuant to Article 4) in respect of each Warrant held by surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate(s) held by him, together with (i) the exercise form forming part of the Warrant Certificate (the “Exercise Form”) duly completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Warrant Agent, acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Corporation in an amount equal to $1.40 per Common Share (the “Exercise Price”) multiplied by the number of Common Shares subscribed for pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by, the Warrant Agent at the Warrant Agency.

(2)

The Exercise Form shall be executed as set out in subsection 3.2(1) and shall specify the number of Common Shares which the Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Certificate(s) so surrendered). Such Common Shares shall be issued in the name of the Holder.

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(3)	In the event that a Holder has not exercised his Warrants in accordance with the provisions prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of no force and effect as at the Expiry Time.
(4)	If the principal transfer office of the Warrant Agent in the city where the Warrant Agency situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of office to the Holders.
(5)	A Beneficial Owner who desires to exercise his or her non-certificated Warrants evidenced security entitlement in respect of Warrants in a book-based securities registration system must so by arranging through a Participant for the issuance of a physical Warrant Certificate Exercise Form to be completed and delivered to the Warrant Agent together with such documentation as the Company or the Warrant Agent may reasonably require, specifying number of Common Shares subscribed for together with a certified cheque, bank draft or order in lawful money of Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by the number of Common being purchased.

3.3      EFFECT OF EXERCISE OF WARRANTS

(1)

If the Warrants are duly exercised in accordance with sections 3.1 and 3.2, the Underlying Securities subscribed for shall be deemed to have been issued and the person or persons to whom such Underlying Securities are to be issued shall be deemed to have become the holder or holders of record of such Underlying Securities on the Exercise Date unless the transfer registers for the Common Shares shall be closed on such date, in which case the Underlying Securities subscribed for shall be deemed to have been issued and such person or persons shall be deemed to have become the holder or holders of record of the same on the date on which such transfer registers are re-opened.

(2)

In the case of Warrants which are exercised in accordance with the provisions of sections 3.1 and 3.2, within three Business Days after the Exercise Date of such Warrants, the Corporation shall cause to be mailed to the person in whose name the Underlying Securities so subscribed for are to be delivered, as specified in the Exercise Form, at the address specified in such Exercise Form, or, if so specified in such Exercise Form, cause to be held for such person for pick-up at the Warrant Agency, certificates representing the Underlying Securities to be issued pursuant to such Exercise Form, registered in such name.

3.4      PARTIAL EXERCISE OF WARRANTS

(1) The Holder of any Warrants may exercise his right to acquire Common Shares in part and may thereby acquire a number of Common Shares less than the aggregate number which he is entitled to acquire pursuant to the Warrant Certificate(s) surrendered in connection therewith. In the event of any acquisition of a number of Common Shares less than the number which the Holder is entitled to acquire, he shall, upon exercise thereof, be entitled to receive, without charge therefor, a new Warrant Certificate(s) representing the balance of the Common Shares which he was entitled to acquire pursuant to the surrendered Warrant Certificate(s) and which were not then acquired.

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(2) Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence the same. Any fractional Common Shares to which a Holder is entitled shall be aggregated to form whole Common Shares with any remaining fractional Common Shares rounded down to a whole Common Share.

3.5      CANCELLATION OF WARRANTS

All Warrant Certificates surrendered to the Warrant Agent pursuant hereto (including those exercised and surrendered under subsection 3.2 shall be cancelled and, after the expiry of any period of retention prescribed by law, destroyed by the Warrant Agent, and the Warrant Agent shall furnish the Corporation on request with a destruction certificate identifying the Warrant Certificates so destroyed, the number of Warrants evidenced thereby and the number of Common Shares which could have been or were acquired pursuant to each destroyed Warrant Certificate.

3.6      WARRANTS VOID AFTER THE EXPIRY TIME

No Holder shall have any further rights under this Indenture or the Warrant Certificates (other than the right to receive Common Shares in respect of Warrants duly exercised prior to or at the Expiry Time, as the case may be), after the Expiry Time and the Warrants shall be null and void and of no effect.

3.7      ACCOUNTING AND RECORDING

(1)

The Warrant Agent shall promptly notify the Corporation with respect to Warrants exercised and forward to the Corporation (or into an account or accounts of the Corporation as designated by the Corporation) all monies received for the purchase of Underlying Securities. All such monies, and any securities or other instruments, from time to time received by the Warrant Agent, shall be received on behalf of the Corporation.

(2)

The Warrant Agent shall record the particulars of Warrants exercised which shall include the names and addresses of the Persons who become holders of Common Shares on exercise and the Exercise Date. Within three Business Days of each Exercise Date, the Warrant Agent shall provide such particulars in writing to the Corporation.

3.8      SECURITIES RESTRICTIONS

(a)       Notwithstanding anything herein contained, Underlying Securities shall only be issued by the Corporation (upon exercise of the Warrants) in compliance with the securities laws of any applicable jurisdiction.

3.9      RESTRICTIONS ON EXERCISE UNDER UNITED STATES SECURITIES LAWS

(1) The Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person unless registered under the U.S. Securities Act or unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect; provided that a U.S. Institutional Accredited Investor that purchased Units in the Corporation's private placement of Units to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.

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(2) Any Underlying Securities issued to, or for the account or benefit of, a person who cannot make the representations set forth in Box A on the Exercise Form of the Warrant Certificate shall bear the legend set forth in subsection 2.14 above.

ARTICLE 4
ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1      ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION

The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(1)	If, at any time prior to the Expiry Time, the Corporation shall:
	(a)	subdivide, redivide or change its then outstanding Common Shares into a greater number of shares; or
	(b)	consolidate, reduce or combine its then outstanding Common Shares into a lesser number of shares; or
	(c)	issue Common Shares or Convertible Securities to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a dividend paid in the ordinary course);
	(any such event being herein called a “Common Share Reorganization”), then the number of Common Shares that a Holder is entitled to upon exercise shall be adjusted, effective immediately after the effective date or record date at which holders of Common Shares are determined for the purposes of the Common Share Reorganization, by multiplying the number of Common Shares that a Holder was entitled to upon exercise of Warrants immediately prior to such effective date or record date by a fraction of which:
	(a)	the numerator shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization, including, without limitation, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding if such securities had been exchanged for or converted into Common Shares on such date; and
	(b)	the denominator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization.
(2)	To the extent that any adjustment in the number of Common Shares issuable upon exercise of the Warrants occurs pursuant to subsection 4.1(1) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares to which a Holder is entitled on the exercise of his Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the number of Common Shares to which such Holder is entitled on the exercise of his Warrants which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration.
(3)	(a)	If, at any time prior to the Expiry Time, there occurs:

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(i)

a reclassification or redesignation of the Common Shares or any other capital reorganization; or

(ii)

a consolidation, merger or amalgamation of the Corporation with or into any other corporation which results in the cancellation, reclassification or redesignation of the Common Shares or a change or conversion of the Common Shares into other shares or securities or the transfer of all or substantially all of the assets of the Corporation to another corporation or entity or the Corporation being controlled (within the meaning of the Income Tax Act (Canada)) by another corporation or entity;

(any such event being herein called a “Capital Reorganization”), then, immediately upon the effective time of such Capital Reorganization and at all times thereafter, a Holder who exercises his right to acquire Common Shares shall be entitled to be issued and receive and shall accept for the same aggregate consideration, upon such exercise, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of his Warrants the kind and aggregate number of shares or other securities or property of the Corporation or of the Corporation or other entity resulting from such Capital Reorganization or any other corporation that a Holder would have been entitled to be issued and receive upon such Capital Reorganization if, immediately prior to the effective time thereof, such Holder had been the registered holder of the number of Common Shares to which he was theretofore entitled upon exercise of his Warrants.

(b)	If necessary as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this section with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may reasonably be practicable in relation to any shares or other securities or property thereafter issuable and deliverable upon the exercise of the Warrants. Any such adjustment shall be made by and set forth in an agreement supplemental hereto approved by the Board of Directors and by the Holders.
(c)	The Corporation shall not complete or facilitate a Capital Reorganization if the effect of such transaction is that:
	(i)	all or substantially all of the assets of the Corporation become the property of, or are under the control of, or the Corporation is controlled (within the meaning of the Income Tax Act (Canada)) by another person (an “Acquiring Person”); and
	(ii)	holders of Common Shares receive any other security in replacement of, or in addition to, or in consideration for their Common Shares;
	unless, at or prior to the effective time of such Capital Reorganization, the Acquiring Person agrees to be bound by the terms of this Indenture by executing and delivering such supplemental indenture, warrant or other document as may be satisfactory to the Corporation, acting reasonably.

4.2      ADJUSTMENT UPON RIGHTS OFFERING

(1)  (a)  If and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of not more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “Rights Offering” and the Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “Offered Shares”), the number of Common Shares issuable upon exercise of a Warrant shall be adjusted effective immediately after the applicable record date to a number that is the product of (1) the number of Common Shares issuable upon the exercise of a Warrant in effect on the record date and (2) a fraction:

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(i)	the numerator of which shall be the sum of (a) the number of Common Shares outstanding on the record date plus (b) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and
(ii)	the denominator of which shall be the sum of:
	(A)	the number of Common Shares outstanding on the record date; and
	(B)	the number arrived at when (I) either the product of (a) the number of Offered Shares so offered and (b) the price at which those shares are offered, or the product of (c) the conversion price thereof and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of the Common Shares on the record date.

(b) Any Offered Shares owned by or held for the account of the Corporation or a Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to that number in effect immediately prior to the record date, and such number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities that are convertible into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(2) (a) If and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation issues or distributes to all or substantially all the holders of Common Shares, (i) shares of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other cash, securities or other property or assets and that issuance or distribution does not constitute a dividend paid in the ordinary course or is not adjusted pursuant to subsection 4.1(2) or a Rights Offering (any of those non-excluded events being herein called a “Special Distribution”), the number of Common Shares issuable upon exercise of a Warrant shall be adjusted effective immediately after the record date at which the Holders of Common Shares are determined for purposes of the Special Distribution to a number that is the product of (1) the number of Common Shares issuable upon exercise of a Warrant in effect on the record date and (2) a fraction:

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(i)	the numerator of which shall be the product of (I) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Holders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on that date; and
(ii)	the denominator of which shall be:
	(A)	the product of (I) the sum of the number of Common Shares outstanding on the record date plus the number of Shares which the Holders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on the earlier of such record date and the date on which the Corporation announces its intention to make such Special Distribution;

less

(B) the aggregate fair market value, as determined by the board, whose determination shall be conclusive, absent manifest error, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

(b) Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; to the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to the number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

4.3      ADJUSTMENT TO EXERCISE PRICE

If at any time after the date hereof and prior to the Expiry Time any adjustment in the number of Common Shares purchasable upon the exercise of any Warrant shall occur as a result of the operation of:

(i)	subsection 4.1(1);
(ii)	subsection 4.2(1)(a); or
(iii)	subsection 4.2(2)(a) if the event referred to therein constitutes the issue or distribution to all or substantially all the holders of Common Shares of (A) Equity Shares, or (B) rights, options or warrants exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Share less than the Current Market Price on the record date for such Special Distribution,

then the Exercise Price payable upon the subsequent exercise of any Warrants shall be simultaneously adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the number of Common Shares issuable upon exercise of the Warrant, in each case subject to readjustment upon the operation of, and in accordance with, the provisions of subsections 4.1(2), 4.2(1)(b) and/or 4.2(2)(b), as applicable.

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4.4      ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE OF WARRANTS

All shares of any class or other securities which a Holder is at the time in question entitled to receive on the exercise of his Warrants, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be shares or other securities which such Holder is entitled to acquire pursuant to such Warrants.

4.5      NO ADJUSTMENT FOR STOCK OPTIONS, ETC.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares, rights, options, warrants or securities exchangeable or convertible into Common Shares, is being made pursuant to this Indenture or pursuant to any stock option or stock purchase plan in force from time to time for directors, officers or employees of the Corporation, or being made to satisfy existing instruments issued and outstanding as of the date of this Indenture.

4.6      DETERMINATION BY CORPORATION’S AUDITORS

In the event of any question arising with respect to the adjustments provided for in this Article 4, including the failure to adjust, such question shall be conclusively determined by the Corporation's Auditors or if they are unwilling or unable to act, by such other firm of independent accountants accredited by the Canadian Public Accountability Board as may be selected by the Directors, and they shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all Holders and all other persons interested therein.

4.7      PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation has sufficient authorized capital and that the Corporation may validly and legally issue as fully-paid and non-assessable all the shares, warrants and other securities which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

4.8      ACTION REQUIRING ADJUSTMENT

In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Article 4 which, in the opinion of the Directors or the Warrant Agent would materially affect the rights of the Holders and/or the acquisition rights of the Holders, then that number of Common Shares which are to be received upon the exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the Directors, in their discretion as they may reasonably determine to be equitable to the Holders in such circumstances, subject to the prior consent of the TSX or any other exchange on which the Corporation’s securities are then listed.

4.9      CERTIFICATE OF ADJUSTMENT

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Article 4, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

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4.10      NOTICE OF SPECIAL MATTERS

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it shall send notice to the Warrant Agent and to the Holders in accordance with Article 10 of any intention to fix a record date that is prior to the Expiry Time for the issuance of rights, options or warrants (other than the Warrants) to all or substantially all the holders of its outstanding Common Shares. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be sent in each case not less than 14 days prior to such applicable record date.

4.11      NO ACTION AFTER NOTICE

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Holder of a Warrant of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the notices set forth in section 4.10.

4.12      PROTECTION OF WARRANT AGENT

The Warrant Agent:

(1)	shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by Article 4, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;
(2)	shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;
(3)	shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4;
(4)	shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation; and
(5)	shall be entitled to act and rely upon the certificates or adjustment calculations of the Corporation and the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 4.8, without verification or liability.

4.13      ADJUSTMENTS CUMULATIVE

The adjustments provided in this Article 4 shall be cumulative and such adjustments shall be made successively whenever an event referred to herein shall occur.

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ARTICLE 5
PURCHASES BY THE CORPORATION

5.1      OPTIONAL PURCHASE BY THE CORPORATION

Subject to compliance with securities legislation and approval of applicable regulatory authorities, the Corporation may from time to time purchase on any stock exchange, in the open market, by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which such Warrants are then obtainable (and agreed to by the sellers of such Warrants), plus reasonable costs of purchase, and may be made in such manner, from such Persons, and on such other terms as the Corporation and the sellers of such Warrants may agree. The Warrant Certificates representing Warrants purchased pursuant to this section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent upon the written direction of the Corporation. No Warrants shall be issued in replacement thereof.

ARTICLE 6
COVENANTS OF THE CORPORATION

6.1       ISSUANCE OF COMMON SHARES

The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants.

As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:

(a)	it will maintain its corporate existence and carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice;
(b)	it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants;
(c)	it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and
(d)	it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.

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6.2      NO AMENDMENT TO COMMON SHARES

So long as any Warrants are outstanding, the Corporation shall not amend the attributes of the Common Shares unless consented to by the Holders by Extraordinary Resolution.

6.3      TO PAY WARRANT AGENT REMUNERATION AND EXPENSES

The Corporation covenants that it shall pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and shall pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereunder (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expenses, disbursement or advance as may arise out of or result from the Warrant Agent’s gross negligence, wilful misconduct or bad faith. The Warrant Agent shall not have any recourse against the securities or any other property held by it pursuant to this Indenture for payment of its fees.

6.4      TO PERFORM COVENANTS

The Corporation shall duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Indenture and that it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for the better accomplishing and effecting the intentions and provisions of this Indenture.

6.5      WARRANT AGENT MAY PERFORM COVENANTS

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Holders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it but shall be under no obligation to perform said covenants or to notify the Holders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

6.6      CERTIFICATES OF NO DEFAULT

At any time if requested by the Warrant Agent, the Corporation shall deliver to the Warrant Agent an Officers' Certificate stating that the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture. In the event that the Corporation has not complied with all the covenants and conditions contained herein, it will advise the Warrant Agent and the Holders of such default as soon as reasonably practicable, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance.

6.7      SOLICITATION OF WARRANT EXERCISE

The Corporation agrees not to pay any commission or other remuneration directly or indirectly for soliciting the exercise of Warrants.

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6.8      SECURITIES QUALIFICATION REQUIREMENTS

(a)      If, in the opinion of counsel to the Warrant Agent, any instrument (not including a prospectus) isrequired to be filed with, or any permission is required to be obtained from the Securities Commissions or the TSX (or any other stock exchange upon which the Common Shares are listed) or any other step is required under Securities Laws before any Common Shares which a Holder is entitled to acquire pursuant to the exercise or deemed exercise of any Warrant may properly and legally be issued upon due exercise or deemed exercise thereof and thereafter traded, without further formality or restriction, the Corporation covenants that it will take such required action.

(b)      The Corporation or, if required by the Corporation, the Warrant Agent will give notice of the issue of Common Shares pursuant to the exercise or deemed exercise of Warrants, in such detail as may be required, to the Securities Commissions and the TSX or any other stock exchange upon which the Common Shares are listed.

ARTICLE 7
ENFORCEMENT

7.1      SUITS BY HOLDERS OF WARRANTS

Subject to section 9.11, all or any of the rights conferred upon any Holder by any of the terms of the Warrant Certificates or this Indenture may be enforced by the Holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Holders.

7.2      WAIVER OF DEFAULT

Upon the happening of any default hereunder:

(1)	the Holders of not less than 662/3% of the Warrants then outstanding shall have the power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or
(2)	the Warrant Agent shall have the power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, if, in the Warrant Agent's opinion, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Holders, as applicable, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or the Holders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder or the rights resulting therefrom.

ARTICLE 8
SUCCESSOR CORPORATIONS

8.1      CERTAIN REQUIREMENTS

Prior to the exercise of the Warrants, the Corporation shall not, directly or indirectly, sell, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation and shall not amalgamate (except with a wholly-owned Subsidiary) or merge with or into any other corporation (any such other corporation being herein referred to as a “Successor Corporation”) unless:

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(1)

the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture; and

(2)

such transaction shall be to the satisfaction of the Warrant Agent, acting reasonably, and in the opinion of its counsel, be upon such terms so as to substantially preserve and not impair in any material respect the rights and powers of the Warrant Agent or of the Holders hereunder.

8.2      VESTING OF POWERS IN SUCCESSOR

Whenever the conditions of section 8.1 have been duly observed and performed, the Successor Corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Indenture in the name of the Corporation or otherwise and any act or proceeding by any provision of this Indenture required to be done or performed by any Directors or officers of the Corporation may be done and performed with like force and effect by the Directors or officers of such Successor Corporation.

ARTICLE 9
MEETINGS OF HOLDERS OF WARRANTS

9.1      RIGHT TO CONVENE MEETING

The Warrant Agent may at any time and from time to time and shall on receipt of a written request of the Corporation or a Holders' Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Holders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Warrant Agent failing, within seven days after receipt of any such request and such indemnity and funding, to give notice convening a meeting, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario, or at such other place as may be approved or determined by the Warrant Agent.

9.2      NOTICE OF MEETINGS

At least 21 days' notice of any meeting of the Holders shall be given to the Holders in the manner provided in Article 10 and a copy thereof must be sent to the Warrant Agent unless the meeting has been called by it and to the Corporation unless the meeting has been called by it. Such notice must state the time when and the place where the meeting is to be held and state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article.

9.3      CHAIRMAN

An individual (who need not be a Holder) designated in writing by the Warrant Agent, shall be the chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose an individual present to be chairman.

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9.4      QUORUM

Subject to section 9.12, at any meeting of the Holders a quorum shall consist of Holders present in person or by proxy and entitled to acquire at least 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all of the then outstanding Warrants, provided that at least two Persons entitled to vote thereat are personally present or represented by proxy. If a quorum is not present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Holders or pursuant to a Holders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not be entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants.

9.5      POWER TO ADJOURN

The chairman of any meeting at which a quorum is present may with the consent of the meeting adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

9.6      SHOW OF HANDS

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

9.7      POLL

On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Holders and/or proxies for Holders, a poll must be taken in such manner and either at once or after an adjournment, as the chairman directs. Questions other than Extraordinary Resolutions shall, if a poll is taken, be decided by a majority of the votes cast on the poll.

9.8      VOTING

On a show of hands, every Person who is present and entitled to vote, whether as a Holder or as proxy for one or more Holders or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each Common Share to which that Person is entitled to acquire pursuant to the Warrant or Warrants held or represented by that Person. A proxy need not be a Holder. In the case of joint Holders of a Warrant, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them is present in person or by proxy, they must vote together in respect of the Warrants of which they are joint Holders. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of any Warrants held or represented by him, but shall not have a second or deciding vote.

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9.9      REGULATIONS

(1)	The Warrant Agent or the Corporation with the approval of the Warrant Agent, may from time to time make or vary or restate such regulations as it shall from time to time think fit regarding the following:
	(a)	providing for and governing the voting by proxy by Holders and the form of instrument appointing proxies and the manner in which the same shall be executed, and for the production of the authority of any Person signing on behalf of the giver of such proxy;
	(b)	for the deposit of instruments appointing proxies at such place as the Warrant Agent, the Corporation or the Holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited;
	(c)	for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telecopied or sent by facsimile before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and
	(d)	generally, the calling of meetings of Holders and the conduct of business thereat.
(2)	Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only Persons who shall be recognized at any meeting as Holders, or as entitled to vote or be present at the meeting in respect thereof (subject to section 9.10), shall be the Holders and Persons whom the Holders have by instrument in writing duly appointed as their proxies.

9.10      CORPORATION AND WARRANT AGENT MAY BE REPRESENTED

The Corporation and the Warrant Agent, by their respective officers or directors, and the legal advisers of the Corporation and the Warrant Agent, may attend any meeting of the Holders, and shall be recognized and given reasonable opportunity to speak to any resolutions proposed for consideration by the meeting, but shall not be entitled to vote thereat, whether in respect of any Warrants held by them or otherwise.

9.11      POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

Subject to applicable law and the rules and regulations of any stock exchange having jurisdiction, in addition to the powers conferred upon them by any other provisions of this Indenture or by law, the Holders at a meeting shall have the power, exercisable from time to time by Extraordinary Resolution:

(1)	to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders and/or the Warrant Agent against the Corporation, or against its property, whether such rights arise under this Indenture or the Warrant Certificates or otherwise;
(2)	to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or in the Warrant Certificates which must be agreed to by the Corporation and to authorize the Warrant Agent to concur in and execute any indenture supplemental hereto embodying any such modification, change, addition or omission;

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(3)	to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if section 8.1 has been complied with;
(4)	to direct or authorize the Warrant Agent to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(5)	to waive and direct the Warrant Agent to waive any default of the Corporation hereunder either unconditionally or upon any condition specified in such Extraordinary Resolution;
(6)	to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing any of the covenants of the Corporation contained in this Indenture or the Warrant Certificates, or for the execution of any power hereunder;
(7)	to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith; and
(8)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders.

9.12      MEANING OF “EXTRAORDINARY RESOLUTION”

(1)

The expression “Extraordinary Resolution” when used in this Indenture means, subject as provided in this Article, a resolution proposed to be passed at a meeting of Holders duly convened and held in accordance with the provisions of this Article 9 at which there are Holders present in person or by proxy who are entitled to acquire at least 20% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants and passed by the affirmative votes of the Holders entitled to acquire at least 66 2/3% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants represented at the meeting and voted on a poll upon such resolution.

(2)

If, at any such meeting, the Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of the Holders, shall be dissolved; but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than seven days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 10. Such notice must state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.12(1) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

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(3) Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

9.13      POWERS CUMULATIVE

It is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or combination of powers thereafter from time to time.

9.14      MINUTES

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be from time to time provided for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or secretary of the meeting at which such resolutions were passed or proceedings had, or by the chairman or secretary of the next succeeding meeting (if any) of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat, to have been duly passed and taken.

9.15      INSTRUMENTS IN WRITING

All actions which may be taken and all powers which may be exercised by the Holders at a meeting held as hereinbefore provided in this Article provided may also be taken and exercised by Holders entitled to acquire at least 66 2/3% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

9.16      BINDING EFFECT OF RESOLUTIONS

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders shall be binding upon all Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with section 9.15 shall be binding upon all the Holders of Warrants, whether signatories thereto or not, and each and every Holder shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

ARTICLE 10
NOTICES

10.1      NOTICE TO THE CORPORATION AND THE WARRANT AGENT

(1) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid, or by facsimile transmission:

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if to the Corporation:

Bridgeport Ventures Inc.
357 Bay Street, Suite 900
Toronto, Ontario
Canada M5T 2T7

Attention: President
Fax:            (416) 350-2356

with a copy to:

Cassels Brock & Blackwell LLP
2100 Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3C2

Attention: Jay Goldman
Fax:            (416) 644-9337

if to the Warrant Agent:

Valiant Trust Company
Suite 1800, 130 King Street West
Toronto, Ontario M5X 1A9

Attention: Manager, Client Services
Fax:            (416) 360-1646

	and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or if sent by facsimile transmission, on the first Business Day following such transmission or, if mailed, on the fifth Business Day following the date of the postmark on such notice.
(2)	The Corporation or the Warrant Agent, as the case may be, may from time to time notify the others in the manner provided in subsection 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

10.2      NOTICE TO HOLDERS OF WARRANTS

Except as herein otherwise expressly provided and subject to section 10.3, any notice required or permitted to be given to Holders under the provisions of this Indenture shall be deemed to be validly given if personally delivered or if sent by ordinary post to the Holders at their addresses appearing in one of the registers hereinbefore mentioned. Any notice so sent shall be deemed to have been received on the next Business Day after the date of delivery to such address or, if mailed, on the fifth Business Day following the date on which it was mailed. Accidental error or omission in giving notice or accidental failure to give notice to Holders shall not invalidate any action or proceeding founded thereon. In determining under any provision hereof the date when notice of any meeting or other event must be given, the date of giving notice shall be included and the date of the meeting or other event shall be excluded.

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10.3      MAIL SERVICE INFORMATION

(1)	If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Holders, the Warrant Agent or the Corporation would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective only if the notice is:
	(a)	in the case of the Warrant Agent or the Corporation, delivered to an officer of the party to which it is addressed or if sent to such party, at the appropriate address in accordance with section 10.1 by facsimile or other means of prepaid transmitted or recorded communication; and
	(b)	in the case of Holders, published once (i) in the national edition of The Globe & Mail; and (ii) in such other place or places and manner, if any, as the Warrant Agent may require.
(2)	Any notice given to the Holders by publication shall be deemed to have been given on the last day on which publication shall have been effected as required pursuant to subsection 10.3(1).

ARTICLE 11
CONCERNING THE WARRANT AGENT

11.1      WARRANT INDENTURE LEGISLATION

(1)	The expression “Indenture Legislation” means the provisions, if any, of any statute of Canada or any province thereof, and of any regulations under any such statute, relating to warrant indentures and to the rights, duties and obligations of warrant agents under warrant indentures and of corporations issuing their securities under warrant indentures, to the extent that such provisions may at the time be in force and applicable to this Indenture or the Corporation.
(2)	The Corporation and the Warrant Agent agree that each shall at all times in relation to this Indenture and in relation to any action to be taken hereunder observe and comply with and be entitled to the benefits of Indenture Legislation.
(3)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Indenture Legislation, such mandatory requirement shall prevail.

11.2      NO CONFLICT OF INTEREST

The Warrant Agent represents to the Corporation that at the date of the execution and delivery of this Indenture there exists no material conflict of interest in its duties and obligations as a warrant agent hereunder. In the event of a material conflict of interest arising in the Warrant Agent’s role as warrant agent hereunder the Warrant Agent shall, as soon as practicable but in any case within 20 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its duties and obligations hereunder to a successor Warrant Agent approved by the Corporation. Notwithstanding the foregoing provisions of this section, if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificate(s) shall not be affected in any manner whatsoever by reason hereof.

11.3      REPLACEMENT OF WARRANT AGENT

(1) The Warrant Agent may resign and be discharged from all duties and liabilities hereunder by giving to the Corporation at least 45 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. The Holders by Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. If the Warrant Agent resigns or is removed by Extraordinary Resolution or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Warrant Agent or any Holder may apply to a judge of a court having jurisdiction, on such notice as such judge may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Holders. Any new Warrant Agent appointed under any provision of this section must be a corporation authorized to carry on the business of a transfer agent in the Province of Ontario and, if required by the applicable warrant indenture legislation of any other province, in that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any new appointment the new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances conveyance, act or deed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the Corporation, execute the same in favour of the new warrant agent.

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(2)	Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or amalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the transfer agency business of the Warrant Agent, shall be the successor Warrant Agent under this Indenture without the execution of any instrument or any further act.
(3)	Upon the appointment of a new Warrant Agent, the Corporation shall promptly notify the Holders thereof in the manner prescribed by section 10.2 hereof.
11.4      EVIDENCE, EXPERTS AND ADVISERS
(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Indenture Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.
(2)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or any Indenture Legislation or pursuant to a request of the Warrant Agent, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent in good faith believes to be genuine.
(3)	Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.
(4)	The Warrant Agent may, at the expense of the Corporation, employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with reasonable care by the Warrant Agent.

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11.5      WARRANT AGENT MAY DEAL IN SECURITIES

Subject to section 11.2, the Warrant Agent may buy, sell, lend upon and deal in securities of the Corporation and generally contract and enter into financial transactions with the Corporation or otherwise, without being liable to account for any profits made thereby.

11.6      WARRANT AGENT NOT ORDINARILY BOUND

Except as otherwise specifically provided herein, the Warrant Agent shall not, subject to the provisions of Indenture Legislation, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Corporation of any of the obligations herein imposed upon the Corporation or of the covenants on the part of the Corporation herein contained.

11.7      WARRANT AGENT NOT REQUIRED TO GIVE SECURITY

The Warrant Agent shall not be required to give any bond or security in respect of the execution or administration of its duties under this Indenture or otherwise in respect of the premises.

11.8      WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF DEFAULT

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

11.9      ACCEPTANCE OF APPOINTMENT

The Warrant Agent hereby accepts its appointment as warrant agent under this Indenture and agrees to perform its duties hereunder upon the terms and conditions herein set forth or referred to unless and until discharged therefrom by resignation or in some other lawful way.

11.10      DUTIES OF WARRANT AGENT

The Warrant Agent, in exercising its powers and discharging its duties hereunder, shall:

(1)	act honestly and in good faith; and
(2)	exercise the care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances.

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11.11      ACTIONS BY WARRANT AGENT

(1)	The Warrant Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.
(2)	Subject only to section 11.9, the obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Holders hereunder shall be conditional upon the Holders delivering to the Warrant Agent:
	(a)	a Holder's Request or Extraordinary Resolution directing the Warrant Agent to take such act, action, or proceeding;
	(b)	sufficient funds to commence or continue such act, action or proceeding; and
	(c)	an indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damages it may suffer by reason thereof.
(3)	None of the provisions contained in this Indenture shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(4)	The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts.

11.12      PROTECTION OF WARRANT AGENT

By way of supplement to the provisions of any law for the time being relating to Warrant Agents it is expressly declared and agreed as follows:

(1)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 11.2) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;
(2)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; and
(3)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof.

11.13      INDEMNIFICATION OF THE WARRANT AGENT

The Warrant Agent shall at all times be indemnified and saved harmless by the Corporation from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Warrant Agent contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Warrant Agent may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Warrant Agent. The foregoing provisions of this section do not apply to the extent that in any circumstances there has been acts of gross negligence or wilful misconduct by the Warrant Agent. This indemnity shall survive the termination or discharge of this Indenture and the resignation or removal of the Warrant Agent.

37

11.14      THIRD PARTY INTERESTS

Each party to this Indenture hereby represents to the Warrant Agent that any account to be opened by, or interest to held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent's prescribed form as to the particulars of such third party.

11.15      NOT BOUND TO ACT

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten day period, then such resignation shall not be effective.

11.16      PRIVACY LAWS

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

ARTICLE 12
SUPPLEMENTAL INDENTURES

12.1      SUPPLEMENTAL INDENTURES

(1) From time to time the Warrant Agent and, when authorized by a resolution of its Directors, the Corporation may, subject to the provisions hereof, and they shall, when required by this Indenture, execute, acknowledge and deliver, by their proper officers, deeds or indentures supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

38

(a)	adding to the covenants of the Corporation herein contained for the protection of the Holders in addition to those herein specified;
(b)	making such provision not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder provided that the Warrant Agent shall be of the opinion, relying on the advice of its counsel, that such provisions shall not be prejudicial to the interests of the Holders;
(c)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates and making any modification in the form of the Warrant Certificate which does not affect the substance thereof;
(d)	evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;
(e)	giving effect to any Extraordinary Resolution passed as provided in Article 9;
(f)	setting forth adjustments in the application of the provisions of Article 4; and
(g)	for any other purpose not inconsistent with the terms of this Indenture.

(2) The Warrant Agent may also, without the consent or concurrence of the Holders, by supplemental Indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it has been advised by its counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Warrant Agent the rights of the Warrant Agent and of the Holders are in no way prejudiced thereby.

ARTICLE 13
GENERAL PROVISIONS

13.1      EXECUTION

This Indenture may be simultaneously executed in several counterparts, and may be executed by facsimile or other means of electronic communication producing a printed copy, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

13.2      FORMAL DATE

This Indenture may be referred to as bearing the formal date of December 20, 2010 irrespective of actual date of execution hereof.

13.3      SATISFACTION AND DISCHARGE OF INDENTURE

Upon the earlier of:

(1) the delivery to the Warrant Agent of the Default Notice in accordance with Section 6.3 hereof;

39

(2)	the date by which there shall have been delivered to the Warrant Agent for exercise or destruction all Warrant Certificates theretofore issued hereunder; and
(3)	the Expiry Time;

and if all certificates representing Common Shares, if any, required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of any force and effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

40

13.4      PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS

Nothing in this Indenture or in the Warrant Certificates, expressed or implied, shall give or be construed to give to any person other than the parties thereto and the Holders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Holders.

IN WITNESS WHEREOF the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

BRIDGEPORT VENTURES INC.

Per:

                  “Carmelo Marelli”                                            

                   Authorized Signing Officer

VALIANT TRUST COMPANY

Per:

                   “Leigh Micetic”                                                   

                   Authorized Signing Officer

Per:

                   “Michael Fox                                                        

                   Authorized Signing Officer

SCHEDULE “A”
to the Warrant Indenture between Bridgeport Ventures Inc. and Valiant Trust Company dated as of December 20, 2010

FORM OF WARRANT CERTIFICATE

[For Warrants offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended, please include the following legend:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(1) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”]

A-2

WARRANT CERTIFICATE
BRIDGEPORT VENTURES INC.

(Incorporated under the laws of Ontario)

No. •	•
	WARRANTS entitling the Holder to acquire, subject to adjustment, one Common Share of Bridgeport Ventures Inc for each Warrant represented hereby.

THIS CERTIFICATE IS TO CERTIFY that for value received • (herein referred to as the “Holder”) is the registered holder of the number of Warrants of Bridgeport Ventures Inc. (the “Corporation”) stated above, and subject to adjustment and penalty provisions as set forth in the Warrant Indenture, is entitled to acquire, at any time after the date hereof and up until 5:00 p.m. (Toronto time) on •, 2012 (the “Expiry Date”), upon payment of the Exercise Price, for each Warrant represented hereby, one common share of the Corporation (a “Common Share”), all in the manner and subject to the restrictions and adjustments set forth in the Warrant Indenture (as hereinafter defined).

Any capitalized term in this Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The Warrants represented by this Certificate are issued or issuable in fully registrable form only under the provisions of an indenture (which indenture together with all other instruments ancillary thereto is referred to herein as the “Warrant Indenture”) dated as of December •, 2010 among the Corporation and Valiant Trust Company (the “Warrant Agent”). Reference is hereby made to the Warrant Indenture for a full description of the rights of the holders of the Warrants, the Corporation and the Warrant Agent in respect thereof, and the terms and conditions upon which the Warrants evidenced hereby are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth. By acceptance of this Certificate, the Holder assents to all provisions of the Warrant Indenture. To the extent that the terms and conditions set forth in this Certificate conflict with the terms and conditions of the Warrant Indenture, the Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Certificate, upon request and without charge, a copy of the Warrant Indenture.

In the event that prior to the Expiry Date, the Holder has not exercised the Warrants represented hereby in accordance with the terms of the Warrant Indenture, then any Warrants represented by this Certificate which have not been so exercised shall be deemed to have expired and shall be of no further force and effect as of 5:00 p.m. (Toronto time) on the Expiry Date.

Upon exercise, the Warrants so exercised shall be void and of no value or effect.

Certificates representing the Common Shares issued upon exercise of the Warrants (reflecting any adjustments as provided herein and in the Warrant Indenture) shall, within three Business Days after the Exercise Date, be mailed by the Corporation to the address of the Holder thereof last appearing on the register of Holders maintained by the Warrant Agent.

The right to acquire Common Shares may only be exercised by the Holder within the time set forth above by:

(a) duly completing and executing the Exercise Form attached hereto;

A-3

(b)	by providing a certified cheque, bank draft or money order in lawful money of Canada payable to the order of the Corporation for the aggregate purchase price of the Common Shares so subscribed; and
(c)	surrendering this Warrant Certificate to the Warrant Agent at the Warrant Agency,

all in accordance with Section 3.2 of the Warrant Indenture.

The Warrants represented by this Certificate shall be deemed to be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the offices referred to above.

Upon surrender of these Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed for all purposes (except as provided in the Warrant Indenture) to be the holder or holders of record of such Common Shares and the Corporation has covenanted that it will (subject to the provisions of the Warrant Indenture) cause a certificate or certificates representing the Common Shares to be delivered or mailed to the person or persons at the address or addresses specified in the Exercise Form within five Business Days.

The Warrant Indenture provides for adjustments to certain rights of holders including the number of common shares issuable upon exercise of the Warrants upon subdivision, consolidation or reclassification of the Common Shares or any reclassification, capital reorganization, amalgamation or merger of the Corporation and certain distributions of securities, including rights, options or warrants to purchase Common Shares or securities convertible or exchangeable into Common Shares or assets of the Corporation. The Holder should refer to the Warrant Indenture which provides for adjustments in certain other events.

The terms and conditions relating to the Warrants and this Certificate may be modified, changed or added to in accordance with the provisions of the Warrant Indenture. The Warrant Indenture contains provisions making binding upon all Holders of Warrants outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders entitled to acquire a specified percentage of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants.

The holding of the Warrants as evidenced by this Certificate shall not constitute, or be construed as conferring upon, a Holder any right or interest whatsoever as a shareholder of the Corporation except such rights as may be provided in the Warrant Indenture or in this Certificate.

The Holder of this Certificate may, upon compliance with the reasonable requirements of the Warrant Agent and upon surrender of this Certificate, exchange this Certificate for another Certificate or Certificates entitling the Holder thereof to receive, in the aggregate, the same number of Common Shares as are issuable under this Certificate.

The Warrants evidenced by this Certificate may only be transferred in accordance with applicable securities laws and upon due execution and delivery to the Warrant Agent of a Transfer Form in the form attached hereto and in compliance with all the conditions prescribed in the Warrant Indenture and compliance with such other reasonable requirements as the Warrant Agent may prescribe.

The Warrants represented hereby have not been registered under the U.S. Securities Act or any applicable state securities laws. Accordingly, Warrants may not be distributed in the United States or to, or for the benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) unless the distribution or transfer is being made in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and it has furnished to the Corporation an opinion of counsel in form and substance satisfactory to the Corporation to such effect. Compliance with the securities laws of any jurisdiction is the responsibility of the holder of Warrants or its transferee.

A-4

This Warrant Certificate shall not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent under the Warrant Indenture.

The registered holder of this Warrant Certificate expressly acknowledges having requested, and consents to, the drawing in the English language only of this Warrant Certificate evidencing the Warrants registered in his name and all documents relating to such Warrants. Le détenteur inscrit du présent certificat de bons de souscription reconnaît expressément avoir demandé et consenti que le présent certificat attestant qu'il est le détenteur inscrit de bons de souscription, ainsi que tous les documents s'y rapportant, soient rédigés en anglais seulement.

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed as of the _____day of ___________________, 2010.

BRIDGEPORT VENTURES INC

By:            

                   Authorized Signing Officer

This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Indenture.

VALIANT TRUST COMPANY

Warrant Agent, Toronto, Ontario

By:

                   Authorized Signing Officer

EXERCISE FORM

To:	BRIDGEPORT VENTURES INC.
And To:	VALIANT TRUST COMPANY

(1)	The undersigned hereby irrevocably subscribes for, and exercises his right to be issued, the number of Common Shares set forth below, such Common Shares being issuable upon exercise of such Warrants pursuant to the terms specified in the said Warrants and the Warrant Indenture.
(2)	The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

A. [  ]

The undersigned holder (i) at the time of exercise of the Warrants is not in the United States and is not exercising the Warrants on behalf of a person in the United States; (ii) is not a “U.S. person” (a “U.S. Person”), as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and is not exercising the Warrants on behalf of a “U.S. Person”; and (iii) did not execute or deliver this exercise form in the United States.

B. [  ]

The undersigned holder has delivered to Valiant Trust Company an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.

Note: The undersigned holder understands that unless Box A above is checked, the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available. Certificates representing Common Shares will not be registered or delivered to an address in the United States unless Box B above is checked.

The undersigned hereby irrevocably directs that the Common Shares be issued and delivered as follows:

		Number of
Name in full	Address (include Postal Code)	Common Shares

(Please print full name in which certificate(s) are to be issued.)

Dated this _______day of ________________________, ____________.

Signature Guaranteed	Signature of Registered Holder
	Name of Registered Holder

[  ] Please check box if certificates representing these Common Shares are to be delivered at the office of the Warrant Agent where this Warrant Certificate is surrendered, failing which the certificates shall be mailed to the address set forth above.

Instructions:

The registered holder may exercise his right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised, together with the applicable payment therefor, to Valiant Trust Company, Suite 1800, 130 King Street West, Toronto, Ontario M5X 1A9. Certificates for Common Shares shall be delivered or mailed within three Business Days after the exercise of the Warrants.

If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature on this Exercise Form must be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program.

If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation.

If Box B is checked, any opinion tendered must be in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel in connection with the exercise of Warrants should contact the Corporation in advance to determine whether any opinions to be tendered will be acceptable to the Corporation.

TRANSFER FORM

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

To:	BRIDGEPORT VENTURES INC.
And To:	VALIANT TRUST COMPANY

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns to ______________________, ________Warrants represented by this Warrant Certificate and does hereby irrevocably appoint ____________________as its attorney with full power of substitution to transfer the said Warrants on the appropriate register of the Warrant Agent.

DATED this ______day of __________________________, ____________.

Signature Guaranteed	Signature of Registered Holder
	Name of Registered Holder

(The following to be completed by the transferee)

The undersigned acknowledges that it shall notify the Corporation prior to any exercise or deemed exercise of the Warrants if the representations, warranties and certifications contained in this Transfer Form are no longer true and correct.

Signature Guaranteed	Signature of Transferee
Date	Name of Transferee (Please Print)

Instructions:

Signature of the Holder must be the signature of the registered holder appearing on the face of this Warrant Certificate.

If this Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation, acting reasonably.

The signature on this Transfer Form must be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program.`

Warrants shall only be transferable in accordance with applicable laws and the applicable provisions of the Warrant Indenture. The transfer of Warrants may result in the Common Shares received upon the exercise of the Warrants not being freely tradable in the jurisdiction of the purchaser.

EX-99.7

Exhibit 99.7

BRIDGEPORT VENTURES INC.

and

VALIANT TRUST COMPANY

_______________________________________________________________________________

AMENDED AND RESTATED

WARRANT INDENTURE

_______________________________________________________________________________

Providing for the Issue of up to 9,142,500 Warrants

Dated as of December 20, 2010

TABLE OF CONTENTS

		Page
ARTICLE 1 INTERPRETATION		2
1.1	DEFINITIONS	2
1.2	MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES	5
1.3	CERTAIN RULES OF INTERPRETATION	6
1.4	INTERPRETATION NOT AFFECTED BY HEADINGS, ETC	6
1.5	APPLICABLE LAW	6
1.6	LANGUAGE CLAUSE	7
1.7	DAY NOT A BUSINESS DAY	7
1.8	CONFLICT	7
1.9	TIME OF THE ESSENCE	7
1.10	CURRENCY	7
1.11	SCHEDULES	7
ARTICLE 2 ISSUE OF WARRANTS		7
2.1	CREATION AND ISSUE OF WARRANTS	7
2.2	TERMS OF WARRANTS	7
2.3	WARRANT CERTIFICATES	8
2.4	SIGNING OF WARRANT CERTIFICATES	8
2.5	COUNTERSIGNATURE BY THE WARRANT AGENT	8
2.6	HOLDER NOT A SHAREHOLDER	9
2.7	ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE	9
2.8	REGISTER FOR WARRANTS	9
2.9	TRANSFER OF WARRANTS	9
2.10	TRANSFEREE ENTITLED TO REGISTRATION	10
2.11	REGISTERS OPEN FOR INSPECTION	10
2.12	OWNERSHIP OF WARRANTS	10
2.13	EXCHANGE OF WARRANT CERTIFICATES	11
2.14	ISSUE OF GLOBAL CERTIFICATES	10
2.15	TRANSFER OF WARRANTS	11
ARTICLE 3 EXERCISE OF WARRANTS		15
3.1	RIGHTS OF EXERCISE OF WARRANTS	15
3.2	METHOD OF EXERCISE OF WARRANTS	15
3.3	EFFECT OF EXERCISE OF WARRANTS	16
3.4	PARTIAL EXERCISE OF WARRANTS	16
3.5	CANCELLATION OF WARRANTS	16
3.6	WARRANTS VOID AFTER THE EXPIRY TIME	17
3.7	ACCOUNTING AND RECORDING	17
3.8	SECURITIES RESTRICTIONS	17
ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES		17
4.1	ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION	17
4.2	ADJUSTMENT UPON RIGHTS OFFERING	19
4.3	ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE OF WARRANTS	21
4.4	NO ADJUSTMENT FOR STOCK OPTIONS, ETC.	21
4.5	DETERMINATION BY CORPORATION’S AUDITORS	22
4.6	PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT	22
4.7	ACTION REQUIRING ADJUSTMENT	22
4.8	CERTIFICATE OF ADJUSTMENT	22
4.9	NOTICE OF SPECIAL MATTERS	22

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4.10	NO ACTION AFTER NOTICE	22
4.11	PROTECTION OF WARRANT AGENT	23
4.12	ADJUSTMENTS CUMULATIVE	23
ARTICLE 5 PURCHASES BY THE CORPORATION		23
5.1	OPTIONAL PURCHASE BY THE CORPORATION	23
ARTICLE 6 COVENANTS OF THE CORPORATION		24
6.1	ISSUANCE OF COMMON SHARES	24
6.2	NO AMENDMENT TO COMMON SHARES	24
6.3	TO PAY WARRANT AGENT REMUNERATION AND EXPENSES	24
6.4	TO PERFORM COVENANTS	25
6.5	WARRANT AGENT MAY PERFORM COVENANTS	25
6.6	CERTIFICATES OF NO DEFAULT	25
6.7	SOLICITATION OF WARRANT EXERCISE	25
6.8	SECURITIES QUALIFICATION REQUIREMENTS	25
ARTICLE 7 ENFORCEMENT		26
7.1	SUITS BY HOLDERS OF WARRANTS	26
7.2	WAIVER OF DEFAULT	26
ARTICLE 8 SUCCESSOR CORPORATIONS		26
8.1	CERTAIN REQUIREMENTS	26
8.2	VESTING OF POWERS IN SUCCESSOR	27
ARTICLE 9 MEETINGS OF HOLDERS OF WARRANTS		27
9.1	RIGHT TO CONVENE MEETING	27
9.2	NOTICE OF MEETINGS	27
9.3	CHAIRMAN	27
9.4	QUORUM	27
9.5	POWER TO ADJOURN	28
9.6	SHOW OF HANDS	28
9.7	POLL	28
9.8	VOTING	28
9.9	REGULATIONS	28
9.10	CORPORATION AND WARRANT AGENT MAY BE REPRESENTED	29
9.11	POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION	29
9.12	MEANING OF “EXTRAORDINARY RESOLUTION”	30
9.13	POWERS CUMULATIVE	30
9.14	MINUTES	30
9.15	INSTRUMENTS IN WRITING	31
9.16	BINDING EFFECT OF RESOLUTIONS	31
ARTICLE 10 NOTICES		31
10.1	NOTICE TO THE CORPORATION AND THE WARRANT AGENT	31
10.2	NOTICE TO HOLDERS OF WARRANTS	32
10.3	MAIL SERVICE INFORMATION	32
ARTICLE 11 CONCERNING THE WARRANT AGENT		33
11.1	WARRANT INDENTURE LEGISLATION	33
11.2	NO CONFLICT OF INTEREST	33
11.3	REPLACEMENT OF WARRANT AGENT	33
11.4	EVIDENCE, EXPERTS AND ADVISERS	34
11.5	WARRANT AGENT MAY DEAL IN SECURITIES	34
11.6	WARRANT AGENT NOT ORDINARILY BOUND	34
11.7	WARRANT AGENT NOT REQUIRED TO GIVE SECURITY	35

iii

11.8	WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF DEFAULT	35
11.9	ACCEPTANCE OF APPOINTMENT	35
11.10	DUTIES OF WARRANT AGENT	35
11.11	ACTIONS BY WARRANT AGENT	35
11.12	PROTECTION OF WARRANT AGENT	36
11.13	INDEMNIFICATION OF THE WARRANT AGENT	36
11.14	THIRD PARTY INTERESTS	36
11.15	NOT BOUND TO ACT	36
11.16	PRIVACY LAWS	37
ARTICLE 12 SUPPLEMENTAL INDENTURES		37
12.1	SUPPLEMENTAL INDENTURES	37
ARTICLE 13 GENERAL PROVISIONS		38
13.1	EXECUTION	38
13.2	FORMAL DATE	38
13.3	SATISFACTION AND DISCHARGE OF INDENTURE	38
13.4	PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS	39

SCHEDULES
Schedule “A”	-	Form of Warrant Certificate

WARRANT INDENTURE

THIS INDENTURE made as of December 20, 2010,

BETWEEN:

BRIDGEPORT VENTURES INC.,
a company incorporated under the laws of Ontario (the “Corporation”)

AND

VALIANT TRUST COMPANY
a company continued under the federal laws of Canada (the “Warrant Agent”)

WHEREAS:

A.	All capitalized terms used in these recitals have the meanings ascribed to them in section 1.1 below;
B.	The Corporation proposes to complete a secondary offering pursuant to which it will issue up to 18,285,000 Units (inclusive of 1,035,000 Units to be issued upon exercise of certain broker warrants to be issued pursuant to such offering), each Unit consisting of one Common Share and one-half of one Warrant, all as further set forth in the Agency Agreement;
C.	Each Warrant shall entitle the Holder thereof to receive, upon payment of the Exercise Price, and subject to adjustment and penalties in certain circumstances, one Common Share at any time prior to the Expiry Time upon the terms and conditions herein set forth;
D.	The Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;
E.	All things necessary have been done and performed to make the Warrants, when issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;
F.	The foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and
G.	the Warrant Agent has agreed to act as the Warrant Agent in respect of the Warrants on behalf of the Holders on the terms and conditions herein set forth;

NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

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ARTICLE 1
INTERPRETATION

1.1 DEFINITIONS

In this Indenture, including the recitals and schedules hereto, the following words and phrases shall have the following meanings:

(a)	“Acquiring person” shall have the meaning ascribed thereto in subsection 4.1(c)(i);
(b)	“Agency Agreement” means the agency agreement between the Agents and the Corporation dated as of December 13, 2010 in respect of the sale of the Units;
(c)	“Agents” means RBC Dominion Securities Inc. and MGI Securities Inc.;
(d)	“Beneficial Owners” means a person that has a beneficial interest in a Warrant that is represented by a Global Certificate;
(e)	“Business Day” means any day (other than a Saturday, Sunday or statutory holiday) on which the principal transfer office of the Warrant Agent in Toronto, Ontario is open for business;
(f)	“Capital Reorganization” shall have the meaning ascribed thereto in subsection 4.1(3(a);
(g)	“Common Share Reorganization” shall have the meaning ascribed thereto in subsection 4.1(1);
(h)	“Common Shares” means the fully paid and non-assessable common shares in the capital of the Corporation as such common shares are presently constituted, and “Common Share” means any one of them;
(i)	“Convertible Security” means a security of the Corporation (other than the Warrants) or of any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares;
(j)	“Corporation” means Bridgeport Ventures Inc. and includes any Successor Corporation to or of Bridgeport Ventures Inc. which has complied with the provisions of Article 8;
(k)	“Corporation's Auditors” means an independent firm of chartered accountants duly appointed as auditors of the Corporation;
(l)	“Current Market Price” at any date, means the volume weighted average price per Common Share at which the Common Shares have traded:

(i)	on the TSXV (including the NEX board of the TSXV);
(ii)	on the TSX;
(iii)	if the Common Shares are not listed on the TSX or TSXV (or the NEX board of the TSXV), on any stock exchange upon which the Common Shares are listed as may be selected for this purpose by the Directors and approved by the Warrant Agent; or

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(iv) if the Common Shares are not listed on any stock exchange, on any over-the- counter market as may be selected for this purpose by the Directors and approved by the Warrant Agent;

during the last twenty trading days (on which at least 500 Common Shares are traded in board lots) ending the fifth trading day before such date, and the volume weighted average price shall be determined by dividing the aggregate sale price of all Common Shares traded on the exchange or market, as the case may be, during such twenty consecutive trading days by the aggregate number of Common Shares sold;

(m)	“Default Notice” shall have the meaning ascribed thereto in Section 6.3;
(n)	“Depository” means CDS Clearing and Depository Services Inc. (“CDS”), or its successor, or any other depository offering a book based securities registration and transfer system similar to that administered by CDS which the Company, with the consent of the Warrant Agent, acting reasonably, may designate;
(o)	“Designated Provinces” means each of the provinces of Canada other than Québec being the jurisdictions agreed to between the Corporation and the Agents where Units are to be sold;
(p)	“Director” means a director of the Corporation and “Directors” or “Board of Directors” means the board of directors of the Corporation or, whenever duly empowered, a committee of the board of directors of the Corporation, and reference to “action by the directors” means action by the directors of the Corporation as a board or action by a committee as a committee;
(q)	“dividends” means dividends or distributions (payable in cash or in securities, property or assets of equivalent value) declared payable on the Common Shares;
(r)	“Equity Shares” means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;
(s)	“Exercise Date” means, with respect to any Warrant, the date on which the Warrant Certificate representing such Warrant is surrendered by a Holder for exercise in accordance with the provisions of Article 3;
(t)	“Exercise Form” has the meaning ascribed thereto in subsection 3.2(1);
(u)	“Exercise Price” shall have the meaning ascribed thereto in subsection 3.2(1);
(v)	“Expiry Date” means, with respect to any Warrant, December 20, 2012;
(w)	“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;
(x)	“Extraordinary Resolution” has the meaning ascribed thereto in sections 9.12 and 9.15;
(y)	“Global Certificate” means a Warrant Certificate that is registered in the name of the Depository or its nominee pursuant to Section 2.14 for the purpose of being held by or on behalf of the Depository as custodian for Participants and Beneficial Owners;

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(z)	“Holder” means a person for the time being who is the registered holder of a Warrant;
(aa)	“Holders' Request” means an instrument signed in one or more counterparts by Holders entitled to acquire in the aggregate not less than 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;
(bb)	“Indenture” or “this Indenture” and “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this instrument and not to any particular Article, section, clause, subdivision or other portion hereof, and include each instrument supplemental or ancillary hereto or required to implement this instrument;
(cc)	“Indenture Legislation” has the meaning ascribed thereto in subsection 11.1(1);
(dd)	“Offered Shares” shall have the meaning ascribed thereto in subsection 4.2(1)(a);
(ee)	“Officers' Certificate” means a certificate signed by any one or more of the officers or Directors of the Corporation;
(ff)	“Participant” means a person recognized by the Depository as a participant in the book entry only securities registration and transfer system administered by the Depository;
(gg)	“Person” includes any individual, corporation, company, partnership, association, joint venture, trust, unincorporated association, government or governmental authority;
(hh)	“Privacy Laws” has the meaning ascribed thereto in Section 11.16;
(ii)	“Securities Commissions” means the securities regulatory authority in each of the Designated Provinces;
(jj)	“Regulation S” means Regulation S promulgated under the U.S. Securities Act;
(kk)	“Rights Offering” shall have the meaning ascribed thereto in subsection 4.2(1)(a);
(ll)	“Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Provinces of Canada in which Subscribers reside, the applicable policy statements issued by the securities regulators in each of the Provinces of Canada in which Subscribers reside, and the rules of the TSXV;
(mm)	“Special Distribution” shall have the meaning ascribed thereto in subsection 4.2(2)(a);
(nn)	“Subscribers” means, collectively, all of the Persons who have subscribed for Units and “Subscriber” means any one of them;
(oo)	“Subsidiary” means any corporation of which more than 50% of the votes attached to the outstanding voting shares are owned by or for the Corporation or by or for any corporation in like relation to the Corporation and includes any corporation in like relation to a Subsidiary;
(pp)	“Successor Corporation” has the meaning ascribed thereto in section 8.1;
(qq)	“TSX” means the Toronto Stock Exchange;

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(rr)	“TSXV” means the TSX Venture Exchange;
(ss)	“Underlying Securities” means the Common Shares underlying the Warrants;
(tt)	“Unit” means a unit of the Corporation issued in accordance with the terms of the Agency Agreement, each such Unit consisting of one Common Share and one-half of one Warrant;
(uu)	“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Colombia;
(vv)	“U.S. Institutional Accredited Investor” means an institutional accredited investor that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act;
(ww)	“U.S. Person” means a “U.S. person” as such term is defined in Regulation S under the U.S. Securities Act;
(xx)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
(yy)	“Warrant Agent” means Valiant Trust Company or its successor or successors for the time being as Warrant Agent hereunder, at its principal office in the City of Toronto, Ontario;
(zz)	“Warrant Certificate” means a certificate in substantially the form set out in Schedule “A” hereto, issued hereunder to evidence one or more Warrants;
(aaa)	“Warrants” means the fully-paid warrants of the Corporation issued hereunder and for the time being outstanding entitling registered holders thereof to acquire, upon the valid exercise thereof and subject to adjustment in certain circumstances, one Common Share in accordance with the terms hereof, and “Warrant” means any one of them;
(bbb)	“Warrant Agency” means the principal transfer office of the Warrant Agent in the City of Toronto, Ontario and such other locations as the Corporation may designate with the approval of the Warrant Agent;
(ccc)	“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean respectively a written order, request, consent and certificate signed in the name of the Corporation by any one or more of the officers or Directors of the Corporation and may consist of one or more instruments so executed and any other documents referred to herein which is required or contemplated to be provided or given by the Corporation;

and a derivative of any defined word or phrase has the meaning appropriate to the derivation of the word or phrase.

1.2 MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES

Except as provided in section 3.6, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that:

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(a)	a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby;
(b)	where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and
(c)	for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that:
	(i)	for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and
	(ii)	Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

1.3 CERTAIN RULES OF INTERPRETATION

Unless otherwise specified in this Indenture:

(a)	words importing the singular number include the plural and vice versa;
(b)	words importing gender include both genders and vice versa and words importing individuals include firms and corporations and vice versa;
(c)	“in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including telecopy;
(d)	“including” is used for illustration only and not to limit the generality of any preceding words, whether or not non-limiting language (such as, “without limitation”, “but not limited to” and similar expressions) is used with reference thereto; and
(e)	reference to any statute, regulation or by-law includes amendments, consolidations, re- enactments and replacements thereof and instruments and legislation thereunder.

1.4 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

The division of this Indenture into Articles, sections and other subdivisions, the inclusion of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Indenture.

1.5 APPLICABLE LAW

This Indenture, the Warrants and the Warrant Certificates shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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Any and all disputes arising under this Indenture, the Warrants and the Warrant Certificates, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of such Province.

1.6 LANGUAGE CLAUSE

The parties hereto have required that this Indenture and all documents and notices related thereto or resulting therefrom be drawn up in the English language.

1.7 DAY NOT A BUSINESS DAY

Whenever any payment is due or required to be made or any other action is required to be taken under this Indenture or the Warrant Certificates on or as of a day that is not a Business Day, that payment must be made and the other action must be taken on or as of the next day that is a Business Day. However notwithstanding the foregoing, this provision shall not under any circumstances be construed so as to extend the Expiry Date.

1.8 CONFLICT

In the event of a conflict or inconsistency between a provision of this Indenture and in the Warrant Certificates issued hereunder, the relevant provision in this Indenture shall prevail to the extent of the inconsistency.

1.9 TIME OF THE ESSENCE

Time shall be of the essence of this Indenture, the Warrants and the Warrant Certificates.

1.10 CURRENCY

Except as otherwise stated, all dollar amounts herein are expressed in Canadian dollars.

1.11 SCHEDULES

Schedule “A” to this Indenture is incorporated into this Indenture by reference.

ARTICLE 2
ISSUE OF WARRANTS

2.1 CREATION AND ISSUE OF WARRANTS

(1)	The Corporation hereby creates and authorizes the reservation for issue and, as applicable, the issuance of the Warrants as of the date hereof and at any additional closings, with the aggregate number of Warrants to be issued not to exceed 9,277,500 Warrants.
(2)	The Warrant Agent is hereby appointed Warrant Agent in respect of the Warrants.
2.2	TERMS OF WARRANTS
(1)	The Warrants shall be issued hereunder in accordance with the direction provided to the Warrant Agent pursuant to subsections 2.2, 2.4 and 2.5 hereof.

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(2)	Upon the valid exercise of the Warrants prior to the Expiry Time in accordance with section 3.2 hereof, including payment of the Exercise Price in connection therewith, each Warrant shall entitle the Holder to acquire, subject to adjustment in accordance with Article 4 hereof, one Common Share.
(3)	No certificate evidencing fractional Warrants shall be issued or otherwise provided for and a Subscriber or a Holder shall not be entitled to any cash or other consideration in lieu of any fractional interest in a Warrant or claim thereto.
(4)	The number of Common Shares which may be acquired pursuant to the exercise of the Warrants shall be adjusted in the events and in the manner specified in Article 4.
(5)	All Warrants shall rank pari passu, whatever may be the actual date of issue thereof.
(6)	The Warrants and any rights thereunder shall expire in accordance with the provisions of section 3.6.

2.3 WARRANT CERTIFICATES

The Warrant Certificates to be issued to evidence the Warrants authorized for issuance pursuant to section 2.1 shall be issuable in registered form only, shall be in the English language and shall be substantially in the form set out in Schedule “A”. All Warrant Certificates shall be dated as of the date of their issuance, and shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. Irrespective of any adjustments pursuant to Article 4, the Warrant Certificates shall continue to be in the form set out in Schedule “A” and shall continue to express the number of Common Shares that may be acquired upon the exercise of the Warrants evidenced thereby prior to any such adjustment.

2.4 SIGNING OF WARRANT CERTIFICATES

The Warrant Certificates shall be signed by any director or officer of the Corporation. The signature of such signing officer may be mechanically reproduced in facsimile and Warrant Certificates bearing such facsimile signature shall be binding upon the Corporation as if they had been manually signed by such signing officer. Notwithstanding that any individual whose manual or facsimile signature appears on any Warrant Certificate as a signing officer may no longer hold office or a directorship, as applicable, at the date of issue of such Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to section 2.5, be valid and binding upon the Corporation and the Holder thereof shall be entitled to the benefits of this Indenture.

2.5 COUNTERSIGNATURE BY THE WARRANT AGENT

(1)	Warrant Certificates evidencing the Warrants shall be countersigned by or on behalf of the Warrant Agent on written direction of the Corporation.
(2)	No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the Holder to the benefit hereof until it has been countersigned by manual signature by or on behalf of the Warrant Agent, and such countersignature by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so countersigned has been duly issued hereunder and that the Holder is entitled to the benefits hereof.
(3)	The countersignature of the Warrant Agent on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due countersignature thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor.

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2.6 HOLDER NOT A SHAREHOLDER

Nothing in this Indenture or in the holding of a Warrant itself evidenced by a Warrant Certificate, or otherwise, shall be construed as conferring upon a Holder any right or interest whatsoever as a shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation, or the right to receive dividends and other distributions, except as may be provided herein or in the Warrant Certificates.

2.7 ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE

(1)

If any of the Warrant Certificates shall become mutilated or lost, destroyed or stolen, the Corporation, subject to applicable law and to subsection 2.7(2), shall issue and thereupon, at the written direction of the Corporation, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this section 2.7 shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen satisfactory to the Corporation and to the Warrant Agent in their sole discretion, in each case acting reasonably, and such applicant may also be required to furnish an indemnity or surety bond in amount and form satisfactory to the Corporation and the Warrant Agent in their sole discretion, in each case acting reasonably, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

2.8 REGISTER FOR WARRANTS

The Corporation shall cause to be kept by and at the Warrant Agency and in such other place or places as the Corporation with the approval of the Warrant Agent may designate, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Warrants held by them. The Corporation shall also cause to be kept by and at such office the register of transfers, and may also cause to be kept by the Warrant Agent or such other register or registers and at such other place or places as the Corporation may designate with the approval of the Warrant Agent, branch registers of transfers (including, without limitation, branch registers of transfers at each of the other Warrant Agencies) in which shall be recorded the particulars of the transfers of Warrants registered in that branch register of transfers.

2.9 TRANSFER OF WARRANTS

(1) Subject to subsection 2.9(3) and 3.2(3) below and such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting the requirements set forth above and upon the required signature and countersignature in accordance with sections 2.4 and 2.5, the Warrant Agent shall issue to the transferee a Warrant Certificate representing the Warrants transferred.

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(2)

The Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws.

(3)

No transfer of a Warrant shall be valid (i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, such transfer is recorded on the register maintained by the Warrant Agent pursuant to subsection (1) of this section 2.9, and (iii) until all governmental or other charges arising by reason of such transfer have been paid.

2.10 TRANSFEREE ENTITLED TO REGISTRATION

The transferee of a Warrant shall, after the transfer form attached to the Warrant Certificate is duly completed and the Warrant Certificate and transfer form are lodged with the Warrant Agent, and upon compliance with all other conditions in that regard required by this Indenture and by all applicable securities legislation and requirements of regulatory authorities, be entitled to have his name entered on the register as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and his transferor or any previous Holder of such Warrant, save in respect of equities of which the Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.

2.11 REGISTERS OPEN FOR INSPECTION

The registers hereinbefore referred to shall be open at all reasonable times and upon reasonable notice for inspection by the Corporation, the Warrant Agent or any Holder. The Warrant Agent shall, from time to time when requested to do so by the Corporation, furnish the Corporation with a list of the names and addresses of Holders of Warrants entered in the register kept by the Warrant Agent and showing the number of Common Shares which may then be acquired upon the exercise of the Warrants held by each such Holder.

2.12 OWNERSHIP OF WARRANTS

(1)

The Corporation and the Warrant Agent may deem and treat the registered Holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary, except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither the Corporation nor the Warrant Agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the person registered as Holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

(2)

Subject to the provisions of this Indenture and applicable law, each Holder shall be entitled to the rights and privileges attaching to the Warrants held thereby. The exercise of the Warrants in accordance with the terms hereof and the receipt by any such Holder of Common Shares pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

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2.13	EXCHANGE OF WARRANT CERTIFICATES
(1)	Warrant Certificates, representing Warrants entitling the Holders to receive any specified number of Common Shares, may, prior to the Expiry Time and upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for another Warrant Certificate or Warrant Certificates entitling the Holder thereof to receive in the aggregate the same number of Common Shares as are issuable under the Warrant Certificate or Warrant Certificates so exchanged.
(2)	Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificates tendered for exchange shall be surrendered to the Warrant Agent and shall, upon the valid completion of the exchange in accordance with the terms of this Indenture, be cancelled.
(3)	Except as otherwise herein provided, the Warrant Agent shall charge to the Holder requesting an exchange a reasonable sum for each new Warrant Certificate issued in exchange for Warrant Certificate(s); and payment of such charges and reimbursement to the Warrant Agent or the Corporation for any and all taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.

2.14

ISSUE OF GLOBAL CERTIFICATES

(1)

Except for any Warrant Certificates issued to, or for the account or benefit of, persons in the United States or U.S. Persons, which shall be issued in individually certificated form, the Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be represented by one or more Global Certificates registered in the name of the Depository or its nominee, and in such event the Corporation shall execute and the Warrant Agent shall certify and deliver one or more Global Certificates that shall:

(a)	represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s);
(b)	be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and
(c)	bear a legend substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BRIDGEPORT VENTURES INC. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE”

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(2)	Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only:
	(a)	with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and
	(b)	with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant.
(3)	The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository.
(4)	Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder.
(5)	Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6).
(6)	If any Warrant is represented by a Global Certificate and any of the following events occurs:
	(a)	the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice;
	(b)	the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing;
	(c)	the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6); or
	(d)	the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository.

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(7)	Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.
(8)	Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
	(a)	the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee);
	(b)	maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or
	(c)	advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

2.15 TRANSFER OF WARRANTS REPRESENTED BY GLOBAL CERTIFICATES

The provisions of Section 2.9 with respect to the transfer of Warrants are subject to the provisions of Section 2.14.

2.16 RESTRICTIONS AND TRANSFERS UNDER UNITED STATES SECURITIES LAWS

(1) The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C)(1) AND (D) ABOVE, AFTER THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”;

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provided, that if at the time the Corporation is a “foreign issuer” as defined in Regulation S, Warrants or Underlying Securities bearing such legend are being sold outside the United States in accordance with Rule 904 of Regulation S and in compliance with Canadian laws and regulations, the legend may be removed by providing a declaration to the registrar and transfer agent in the form as the Corporation may prescribe from time to time; notwithstanding the foregoing, the Corporation’s transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the future; provided further, that if any such Warrants or such Underlying Securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

(b) If a certificate representing the Warrants or the Underlying Securities is tendered for transfer and bears the legend set forth in this subsection and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in both cases, in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(B) and (iv) above, after the seller has furnished to the Corporation to such effect.

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ARTICLE 3
EXERCISE OF WARRANTS

3.1 RIGHTS OF EXERCISE OF WARRANTS

Subject to the further provisions hereof, the Warrants may be exercised at any time up to the Expiry Time.

3.2	METHOD OF EXERCISE OF WARRANTS
(1)	Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the right thereby conferred on him to acquire one Common Share (subject to adjustment pursuant to Article 4) in respect of each Warrant held by surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate(s) held by him, together with (i) the exercise form forming part of the Warrant Certificate (the “Exercise Form”) duly completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Warrant Agent, acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Corporation in an amount equal to $1.40 per Common Share (the “Exercise Price”) multiplied by the number of Common Shares subscribed for pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by, the Warrant Agent at the Warrant Agency.
(2)	The Exercise Form shall be executed as set out in subsection 3.2(1) and shall specify the number of Common Shares which the Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Certificate(s) so surrendered). Such Common Shares shall be issued in the name of the Holder.
(3)	In the event that a Holder has not exercised his Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of no further force and effect as at the Expiry Time.
(4)	If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders.
(5)	A Beneficial Owner who desires to exercise his or her non-certificated Warrants evidenced by a security entitlement in respect of Warrants in a book-based securities registration system must do so by arranging through a Participant for the issuance of a physical Warrant Certificate and/or Exercise Form to be completed and delivered to the Warrant Agent together with such other documentation as the Company or the Warrant Agent may reasonably require, specifying the number of Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by the number of Common Shares being purchased.

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3.3	EFFECT OF EXERCISE OF WARRANTS
(1)	If the Warrants are duly exercised in accordance with sections 3.1 and 3.2, the Underlying Securities subscribed for shall be deemed to have been issued and the person or persons to whom such Underlying Securities are to be issued shall be deemed to have become the holder or holders of record of such Underlying Securities on the Exercise Date unless the transfer registers for the Common Shares shall be closed on such date, in which case the Underlying Securities subscribed for shall be deemed to have been issued and such person or persons shall be deemed to have become the holder or holders of record of the same on the date on which such transfer registers are re-opened.
(2)	In the case of Warrants which are exercised in accordance with the provisions of sections 3.1 and 3.2, within three Business Days after the Exercise Date of such Warrants, the Corporation shall cause to be mailed to the person in whose name the Underlying Securities so subscribed for are to be delivered, as specified in the Exercise Form, at the address specified in such Exercise Form, or, if so specified in such Exercise Form, cause to be held for such person for pick-up at the Warrant Agency, certificates representing the Underlying Securities to be issued pursuant to such Exercise Form, registered in such name.
3.4	PARTIAL EXERCISE OF WARRANTS
(1)	The Holder of any Warrants may exercise his right to acquire Common Shares in part and may thereby acquire a number of Common Shares less than the aggregate number which he is entitled to acquire pursuant to the Warrant Certificate(s) surrendered in connection therewith. In the event of any acquisition of a number of Common Shares less than the number which the Holder is entitled to acquire, he shall, upon exercise thereof, be entitled to receive, without charge therefor, a new Warrant Certificate(s) representing the balance of the Common Shares which he was entitled to acquire pursuant to the surrendered Warrant Certificate(s) and which were not then acquired.
(2)	Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence the same. Any fractional Common Shares to which a Holder is entitled shall be aggregated to form whole Common Shares with any remaining fractional Common Shares rounded down to a whole Common Share.
3.5	CANCELLATION OF WARRANTS

All Warrant Certificates surrendered to the Warrant Agent pursuant hereto (including those exercised and surrendered under subsection 3.2 shall be cancelled and, after the expiry of any period of retention prescribed by law, destroyed by the Warrant Agent, and the Warrant Agent shall furnish the Corporation on request with a destruction certificate identifying the Warrant Certificates so destroyed, the number of Warrants evidenced thereby and the number of Common Shares which could have been or were acquired pursuant to each destroyed Warrant Certificate.

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3.6 WARRANTS VOID AFTER THE EXPIRY TIME

No Holder shall have any further rights under this Indenture or the Warrant Certificates (other than the right to receive Common Shares in respect of Warrants duly exercised prior to or at the Expiry Time, as the case may be), after the Expiry Time and the Warrants shall be null and void and of no effect.

3.7 ACCOUNTING AND RECORDING

(1)

The Warrant Agent shall promptly notify the Corporation with respect to Warrants exercised and forward to the Corporation (or into an account or accounts of the Corporation as designated by the Corporation) all monies received for the purchase of Underlying Securities. All such monies, and any securities or other instruments, from time to time received by the Warrant Agent, shall be received on behalf of the Corporation.

(2)

The Warrant Agent shall record the particulars of Warrants exercised which shall include the names and addresses of the Persons who become holders of Common Shares on exercise and the Exercise Date. Within three Business Days of each Exercise Date, the Warrant Agent shall provide such particulars in writing to the Corporation.

3.8	SECURITIES RESTRICTIONS
(a)	Notwithstanding anything herein contained, Underlying Securities shall only be issued by the Corporation (upon exercise of the Warrants) in compliance with the securities laws of any applicable jurisdiction.

3.9 RESTRICTIONS ON EXERCISE UNDER UNITED STATES SECURITIES LAWS

(1)

The Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person unless registered under the U.S. Securities Act or unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect; provided that a U.S. Institutional Accredited Investor that purchased Units in the Corporation's private placement of Units to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.

(2)

Any Underlying Securities issued to, or for the account or benefit of, a person who cannot make the representations set forth in Box A on the Exercise Form of the Warrant Certificate shall bear the legend set forth in subsection 2.14 above.

ARTICLE 4
ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1 ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION

The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(1) If, at any time prior to the Expiry Time, the Corporation shall:

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(a)	subdivide, redivide or change its then outstanding Common Shares into a greater number of shares; or
(b)	consolidate, reduce or combine its then outstanding Common Shares into a lesser number of shares; or
(c)	issue Common Shares or Convertible Securities to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a dividend paid in the ordinary course);

(any such event being herein called a “Common Share Reorganization”), then the number of Common Shares that a Holder is entitled to upon exercise shall be adjusted, effective immediately after the effective date or record date at which holders of Common Shares are determined for the purposes of the Common Share Reorganization, by multiplying the number of Common Shares that a Holder was entitled to upon exercise of Warrants immediately prior to such effective date or record date by a fraction of which:

(a)

the numerator shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization, including, without limitation, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding if such securities had been exchanged for or converted into Common Shares on such date; and

(b)

the denominator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization.

(2)	To the extent that any adjustment in the number of Common Shares issuable upon exercise of the Warrants occurs pursuant to subsection 4.1(1) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares to which a Holder is entitled on the exercise of his Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the number of Common Shares to which such Holder is entitled on the exercise of his Warrants which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration.
(3)	(a)	If, at any time prior to the Expiry Time, there occurs:
		(i)	a reclassification or redesignation of the Common Shares or any other capital reorganization; or
		(ii)	a consolidation, merger or amalgamation of the Corporation with or into any other corporation which results in the cancellation, reclassification or redesignation of the Common Shares or a change or conversion of the Common Shares into other shares or securities or the transfer of all or substantially all of the assets of the Corporation to another corporation or entity or the Corporation being controlled (within the meaning of the Income Tax Act (Canada)) by another corporation or entity;

(any such event being herein called a “Capital Reorganization”), then, immediately upon the effective time of such Capital Reorganization and at all times thereafter, a Holder who exercises his right to acquire Common Shares shall be entitled to be issued and receive and shall accept for the same aggregate consideration, upon such exercise, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of his Warrants the kind and aggregate number of shares or other securities or property of the Corporation or of the Corporation or other entity resulting from such Capital Reorganization or any other corporation that a Holder would have been entitled to be issued and receive upon such Capital Reorganization if, immediately prior to the effective time thereof, such Holder had been the registered holder of the number of Common Shares to which he was theretofore entitled upon exercise of his Warrants.

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(b)	If necessary as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this section with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may reasonably be practicable in relation to any shares or other securities or property thereafter issuable and deliverable upon the exercise of the Warrants. Any such adjustment shall be made by and set forth in an agreement supplemental hereto approved by the Board of Directors and by the Holders.
(c)	The Corporation shall not complete or facilitate a Capital Reorganization if the effect of such transaction is that:
	(i)	all or substantially all of the assets of the Corporation become the property of, or are under the control of, or the Corporation is controlled (within the meaning of the Income Tax Act (Canada)) by another person (an “Acquiring Person”); and
	(ii)	holders of Common Shares receive any other security in replacement of, or in addition to, or in consideration for their Common Shares;

unless, at or prior to the effective time of such Capital Reorganization, the Acquiring Person agrees to be bound by the terms of this Indenture by executing and delivering such supplemental indenture, warrant or other document as may be satisfactory to the Corporation, acting reasonably.

4.2	ADJUSTMENT UPON RIGHTS OFFERING
(1)	(a)	If and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of not more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “Rights Offering” and the Common Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “Offered Shares”), the number of Common Shares issuable upon exercise of a Warrant shall be adjusted effective immediately after the applicable record date to a number that is the product of (1) the number of Common Shares issuable upon the exercise of a Warrant in effect on the record date and (2) a fraction:
		(i)	the numerator of which shall be the sum of (a) the number of Common Shares outstanding on the record date plus (b) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and

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(ii)	the denominator of which shall be the sum of:
	(A)	the number of Common Shares outstanding on the record date; and
	(B)	the number arrived at when (I) either the product of (a) the number of Offered Shares so offered and (b) the price at which those shares are offered, or the product of (c) the conversion price thereof and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of the Common Shares on the record date.

(b) Any Offered Shares owned by or held for the account of the Corporation or a Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to that number in effect immediately prior to the record date, and such number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities that are convertible into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(2)	(a)	If and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation issues or distributes to all or substantially all the holders of Common Shares, (i) shares of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other cash, securities or other property or assets and that issuance or distribution does not constitute a dividend paid in the ordinary course or is not adjusted pursuant to subsection 4.1(2) or a Rights Offering (any of those non-excluded events being herein called a “Special Distribution”), the number of Common Shares issuable upon exercise of a Warrant shall be adjusted effective immediately after the record date at which the Holders of Common Shares are determined for purposes of the Special Distribution to a number that is the product of (1) the number of Common Shares issuable upon exercise of a Warrant in effect on the record date and (2) a fraction:
		(i)	the numerator of which shall be the product of (I) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Holders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on that date; and
		(ii)	the denominator of which shall be:
			(A)	the product of (I) the sum of the number of Common Shares outstanding on the record date plus the number of Shares which the Holders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on the earlier of such record date and the date on which the Corporation announces its intention to make such Special Distribution;

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less

(B) the aggregate fair market value, as determined by the board, whose determination shall be conclusive, absent manifest error, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

(b) Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; to the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to the number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

4.3 ADJUSTMENT TO EXERCISE PRICE

If at any time after the date hereof and prior to the Expiry Time any adjustment in the number of Common Shares purchasable upon the exercise of any Warrant shall occur as a result of the operation of:

(i)	subsection 4.1(1);
(ii)	subsection 4.2(1)(a); or
(iii)	subsection 4.2(2)(a) if the event referred to therein constitutes the issue or distribution to all or substantially all the holders of Common Shares of (A) Equity Shares, or (B) rights, options or warrants exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Share less than the Current Market Price on the record date for such Special Distribution,

then the Exercise Price payable upon the subsequent exercise of any Warrants shall be simultaneously adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction which shall be the reciprocal of the fraction employed in the adjustment of the number of Common Shares issuable upon exercise of the Warrant, in each case subject to readjustment upon the operation of, and in accordance with, the provisions of subsections 4.1(2), 4.2(1)(b) and/or 4.2(2)(b), as applicable.

4.4 ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE OF WARRANTS

All shares of any class or other securities which a Holder is at the time in question entitled to receive on the exercise of his Warrants, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be shares or other securities which such Holder is entitled to acquire pursuant to such Warrants.

4.5 NO ADJUSTMENT FOR STOCK OPTIONS, ETC.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares, rights, options, warrants or securities exchangeable or convertible into Common Shares, is being made pursuant to this Indenture or pursuant to any stock option or stock purchase plan in force from time to time for directors, officers or employees of the Corporation, or being made to satisfy existing instruments issued and outstanding as of the date of this Indenture.

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4.6 DETERMINATION BY CORPORATION’S AUDITORS

In the event of any question arising with respect to the adjustments provided for in this Article 4, including the failure to adjust, such question shall be conclusively determined by the Corporation's Auditors or if they are unwilling or unable to act, by such other firm of independent accountants accredited by the Canadian Public Accountability Board as may be selected by the Directors, and they shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all Holders and all other persons interested therein.

4.7 PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation has sufficient authorized capital and that the Corporation may validly and legally issue as fully-paid and non-assessable all the shares, warrants and other securities which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

4.8 ACTION REQUIRING ADJUSTMENT

In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Article 4 which, in the opinion of the Directors or the Warrant Agent would materially affect the rights of the Holders and/or the acquisition rights of the Holders, then that number of Common Shares which are to be received upon the exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the Directors, in their discretion as they may reasonably determine to be equitable to the Holders in such circumstances, subject to the prior consent of the TSX or any other exchange on which the Corporation’s securities are then listed.

4.9 CERTIFICATE OF ADJUSTMENT

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Article 4, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.10 NOTICE OF SPECIAL MATTERS

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it shall send notice to the Warrant Agent and to the Holders in accordance with Article 10 of any intention to fix a record date that is prior to the Expiry Time for the issuance of rights, options or warrants (other than the Warrants) to all or substantially all the holders of its outstanding Common Shares. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be sent in each case not less than 14 days prior to such applicable record date.

4.11 NO ACTION AFTER NOTICE

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Holder of a Warrant of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the notices set forth in section 4.10.

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4.12 PROTECTION OF WARRANT AGENT

The Warrant Agent:

(1)	shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by Article 4, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;
(2)	shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;
(3)	shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4;
(4)	shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation; and
(5)	shall be entitled to act and rely upon the certificates or adjustment calculations of the Corporation and the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 4.8, without verification or liability.

4.13 ADJUSTMENTS CUMULATIVE

The adjustments provided in this Article 4 shall be cumulative and such adjustments shall be made successively whenever an event referred to herein shall occur.

ARTICLE 5
PURCHASES BY THE CORPORATION

5.1 OPTIONAL PURCHASE BY THE CORPORATION

Subject to compliance with securities legislation and approval of applicable regulatory authorities, the Corporation may from time to time purchase on any stock exchange, in the open market, by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which such Warrants are then obtainable (and agreed to by the sellers of such Warrants), plus reasonable costs of purchase, and may be made in such manner, from such Persons, and on such other terms as the Corporation and the sellers of such Warrants may agree. The Warrant Certificates representing Warrants purchased pursuant to this section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent upon the written direction of the Corporation. No Warrants shall be issued in replacement thereof.

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ARTICLE 6
COVENANTS OF THE CORPORATION

6.1 ISSUANCE OF COMMON SHARES

The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants.

As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:

(a)	it will maintain its corporate existence and carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice;
(b)	it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants;
(c)	it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and
(d)	it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.

6.2 NO AMENDMENT TO COMMON SHARES

So long as any Warrants are outstanding, the Corporation shall not amend the attributes of the Common Shares unless consented to by the Holders by Extraordinary Resolution.

6.3 TO PAY WARRANT AGENT REMUNERATION AND EXPENSES

The Corporation covenants that it shall pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and shall pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereunder (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expenses, disbursement or advance as may arise out of or result from the Warrant Agent’s gross negligence, wilful misconduct or bad faith. The Warrant Agent shall not have any recourse against the securities or any other property held by it pursuant to this Indenture for payment of its fees.

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6.4 TO PERFORM COVENANTS

The Corporation shall duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Indenture and that it shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for the better accomplishing and effecting the intentions and provisions of this Indenture.

6.5 WARRANT AGENT MAY PERFORM COVENANTS

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Holders of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it but shall be under no obligation to perform said covenants or to notify the Holders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

6.6 CERTIFICATES OF NO DEFAULT

At any time if requested by the Warrant Agent, the Corporation shall deliver to the Warrant Agent an Officers' Certificate stating that the Corporation has complied with all covenants, conditions or other requirements contained in this Indenture. In the event that the Corporation has not complied with all the covenants and conditions contained herein, it will advise the Warrant Agent and the Holders of such default as soon as reasonably practicable, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance.

6.7 SOLICITATION OF WARRANT EXERCISE

The Corporation agrees not to pay any commission or other remuneration directly or indirectly for soliciting the exercise of Warrants.

6.8 SECURITIES QUALIFICATION REQUIREMENTS

(a)                  If, in the opinion of counsel to the Warrant Agent, any instrument (not including a prospectus) is required to be filed with, or any permission is required to be obtained from the Securities Commissions or the TSX (or any other stock exchange upon which the Common Shares are listed) or any other step is required under Securities Laws before any Common Shares which a Holder is entitled to acquire pursuant to the exercise or deemed exercise of any Warrant may properly and legally be issued upon due exercise or deemed exercise thereof and thereafter traded, without further formality or restriction, the Corporation covenants that it will take such required action.

(b)                  The Corporation or, if required by the Corporation, the Warrant Agent will give notice of the issue of Common Shares pursuant to the exercise or deemed exercise of Warrants, in such detail as may be required, to the Securities Commissions and the TSX or any other stock exchange upon which the Common Shares are listed.

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ARTICLE 7

ENFORCEMENT

7.1 SUITS BY HOLDERS OF WARRANTS

Subject to section 9.11, all or any of the rights conferred upon any Holder by any of the terms of the Warrant Certificates or this Indenture may be enforced by the Holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Holders.

7.2 WAIVER OF DEFAULT

Upon the happening of any default hereunder:

(1)	the Holders of not less than 662/3% of the Warrants then outstanding shall have the power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or
(2)	the Warrant Agent shall have the power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, if, in the Warrant Agent's opinion, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Holders, as applicable, to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or the Holders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder or the rights resulting therefrom.

ARTICLE 8
SUCCESSOR CORPORATIONS

8.1 CERTAIN REQUIREMENTS

Prior to the exercise of the Warrants, the Corporation shall not, directly or indirectly, sell, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation and shall not amalgamate (except with a wholly-owned Subsidiary) or merge with or into any other corporation (any such other corporation being herein referred to as a “Successor Corporation”) unless:

(1)

the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture; and

(2)

such transaction shall be to the satisfaction of the Warrant Agent, acting reasonably, and in the opinion of its counsel, be upon such terms so as to substantially preserve and not impair in any material respect the rights and powers of the Warrant Agent or of the Holders hereunder.

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8.2 VESTING OF POWERS IN SUCCESSOR

Whenever the conditions of section 8.1 have been duly observed and performed, the Successor Corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Indenture in the name of the Corporation or otherwise and any act or proceeding by any provision of this Indenture required to be done or performed by any Directors or officers of the Corporation may be done and performed with like force and effect by the Directors or officers of such Successor Corporation.

ARTICLE 9
MEETINGS OF HOLDERS OF WARRANTS

9.1 RIGHT TO CONVENE MEETING

The Warrant Agent may at any time and from time to time and shall on receipt of a written request of the Corporation or a Holders' Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Holders signing such request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Warrant Agent failing, within seven days after receipt of any such request and such indemnity and funding, to give notice convening a meeting, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario, or at such other place as may be approved or determined by the Warrant Agent.

9.2 NOTICE OF MEETINGS

At least 21 days' notice of any meeting of the Holders shall be given to the Holders in the manner provided in Article 10 and a copy thereof must be sent to the Warrant Agent unless the meeting has been called by it and to the Corporation unless the meeting has been called by it. Such notice must state the time when and the place where the meeting is to be held and state briefly the general nature of the business to be transacted thereat and it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article.

9.3 CHAIRMAN

An individual (who need not be a Holder) designated in writing by the Warrant Agent, shall be the chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose an individual present to be chairman.

9.4 QUORUM

Subject to section 9.12, at any meeting of the Holders a quorum shall consist of Holders present in person or by proxy and entitled to acquire at least 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all of the then outstanding Warrants, provided that at least two Persons entitled to vote thereat are personally present or represented by proxy. If a quorum is not present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Holders or pursuant to a Holders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice shall be required to be given in respect of such adjourned meeting. At the adjourned meeting the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not be entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants.

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9.5 POWER TO ADJOURN

The chairman of any meeting at which a quorum is present may with the consent of the meeting adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

9.6 SHOW OF HANDS

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on Extraordinary Resolutions shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

9.7 POLL

On every Extraordinary Resolution, and on any other question submitted to a meeting when demanded by the chairman or by one or more Holders and/or proxies for Holders, a poll must be taken in such manner and either at once or after an adjournment, as the chairman directs. Questions other than Extraordinary Resolutions shall, if a poll is taken, be decided by a majority of the votes cast on the poll.

On a show of hands, every Person who is present and entitled to vote, whether as a Holder or as proxy for one or more Holders or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by an instrument in writing shall be entitled to one vote in respect of each Common Share to which that Person is entitled to acquire pursuant to the Warrant or Warrants held or represented by that Person. A proxy need not be a Holder. In the case of joint Holders of a Warrant, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them is present in person or by proxy, they must vote together in respect of the Warrants of which they are joint Holders. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of any Warrants held or represented by him, but shall not have a second or deciding vote.

9.8 VOTING

9.9 REGULATIONS

(1)	The Warrant Agent or the Corporation with the approval of the Warrant Agent, may from time to time make or vary or restate such regulations as it shall from time to time think fit regarding the following:
	(a)	providing for and governing the voting by proxy by Holders and the form of instrument appointing proxies and the manner in which the same shall be executed, and for the production of the authority of any Person signing on behalf of the giver of such proxy;
	(b)	for the deposit of instruments appointing proxies at such place as the Warrant Agent, the Corporation or the Holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited;

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(c)

for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telecopied or sent by facsimile before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and

(d)

generally, the calling of meetings of Holders and the conduct of business thereat.

(2) Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only Persons who shall be recognized at any meeting as Holders, or as entitled to vote or be present at the meeting in respect thereof (subject to section 9.10), shall be the Holders and Persons whom the Holders have by instrument in writing duly appointed as their proxies.

9.10 CORPORATION AND WARRANT AGENT MAY BE REPRESENTED

The Corporation and the Warrant Agent, by their respective officers or directors, and the legal advisers of the Corporation and the Warrant Agent, may attend any meeting of the Holders, and shall be recognized and given reasonable opportunity to speak to any resolutions proposed for consideration by the meeting, but shall not be entitled to vote thereat, whether in respect of any Warrants held by them or otherwise.

9.11 POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

Subject to applicable law and the rules and regulations of any stock exchange having jurisdiction, in addition to the powers conferred upon them by any other provisions of this Indenture or by law, the Holders at a meeting shall have the power, exercisable from time to time by Extraordinary Resolution:

(1)	to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders and/or the Warrant Agent against the Corporation, or against its property, whether such rights arise under this Indenture or the Warrant Certificates or otherwise;
(2)	to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or in the Warrant Certificates which must be agreed to by the Corporation and to authorize the Warrant Agent to concur in and execute any indenture supplemental hereto embodying any such modification, change, addition or omission;
(3)	to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if section 8.1 has been complied with;
(4)	to direct or authorize the Warrant Agent to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;
(5)	to waive and direct the Warrant Agent to waive any default of the Corporation hereunder either unconditionally or upon any condition specified in such Extraordinary Resolution;
(6)	to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing any of the covenants of the Corporation contained in this Indenture or the Warrant Certificates, or for the execution of any power hereunder;

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(7)	to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith; and
(8)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders.
9.12	MEANING OF “EXTRAORDINARY RESOLUTION”
(1)	The expression “Extraordinary Resolution” when used in this Indenture means, subject as provided in this Article, a resolution proposed to be passed at a meeting of Holders duly convened and held in accordance with the provisions of this Article 9 at which there are Holders present in person or by proxy who are entitled to acquire at least 20% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants and passed by the affirmative votes of the Holders entitled to acquire at least 66 2/3% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants represented at the meeting and voted on a poll upon such resolution.
(2)	If, at any such meeting, the Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of the Holders, shall be dissolved; but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than seven days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 10. Such notice must state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.12(1) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.
(3)	Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

9.13 POWERS CUMULATIVE

It is hereby declared and agreed that any one or more of the powers and/or any combination of the powers in this Indenture stated to be exercisable by the Holders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the rights of the Holders to exercise the same or any other such power or combination of powers thereafter from time to time.

9.14 MINUTES

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be from time to time provided for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or secretary of the meeting at which such resolutions were passed or proceedings had, or by the chairman or secretary of the next succeeding meeting (if any) of the Holders, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings taken thereat, to have been duly passed and taken.

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9.15 INSTRUMENTS IN WRITING

All actions which may be taken and all powers which may be exercised by the Holders at a meeting held as hereinbefore provided in this Article provided may also be taken and exercised by Holders entitled to acquire at least 66 2/3% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

9.16 BINDING EFFECT OF RESOLUTIONS

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Holders shall be binding upon all Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with section 9.15 shall be binding upon all the Holders of Warrants, whether signatories thereto or not, and each and every Holder shall be bound to give effect accordingly to every such resolution, Extraordinary Resolution and instrument in writing.

ARTICLE 10
NOTICES

10.1 NOTICE TO THE CORPORATION AND THE WARRANT AGENT

(1) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid, or by facsimile transmission:

if to the Corporation:
	Bridgeport Ventures Inc.
	357 Bay Street, Suite 900
	Toronto, Ontario
	Canada M5T 2T7
	Attention:	President
	Fax:	(416) 350-2356
with a copy to:
	Cassels Brock & Blackwell LLP
	2100 Scotia Plaza
	40 King Street West
	Toronto, Ontario M5H 3C2
	Attention:	Jay Goldman
	Fax:	(416) 644-9337

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if to the Warrant Agent:
	Valiant Trust Company
	Suite 1800, 130 King Street West
	Toronto, Ontario M5X 1A9
	Attention:	Manager, Client Services
	Fax:	(416) 360-1646

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or if sent by facsimile transmission, on the first Business Day following such transmission or, if mailed, on the fifth Business Day following the date of the postmark on such notice.

(2)	The Corporation or the Warrant Agent, as the case may be, may from time to time notify the others in the manner provided in subsection 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.
10.2	NOTICE TO HOLDERS OF WARRANTS

Except as herein otherwise expressly provided and subject to section 10.3, any notice required or permitted to be given to Holders under the provisions of this Indenture shall be deemed to be validly given if personally delivered or if sent by ordinary post to the Holders at their addresses appearing in one of the registers hereinbefore mentioned. Any notice so sent shall be deemed to have been received on the next Business Day after the date of delivery to such address or, if mailed, on the fifth Business Day following the date on which it was mailed. Accidental error or omission in giving notice or accidental failure to give notice to Holders shall not invalidate any action or proceeding founded thereon. In determining under any provision hereof the date when notice of any meeting or other event must be given, the date of giving notice shall be included and the date of the meeting or other event shall be excluded.

10.3 MAIL SERVICE INFORMATION

(1)	If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Holders, the Warrant Agent or the Corporation would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective only if the notice is:
	(a)	in the case of the Warrant Agent or the Corporation, delivered to an officer of the party to which it is addressed or if sent to such party, at the appropriate address in accordance with section 10.1 by facsimile or other means of prepaid transmitted or recorded communication; and
	(b)	in the case of Holders, published once (i) in the national edition of The Globe & Mail; and (ii) in such other place or places and manner, if any, as the Warrant Agent may require.
(2)	Any notice given to the Holders by publication shall be deemed to have been given on the last day on which publication shall have been effected as required pursuant to subsection 10.3(1).

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ARTICLE 11
CONCERNING THE WARRANT AGENT

11.1	WARRANT INDENTURE LEGISLATION
(1)	The expression “Indenture Legislation” means the provisions, if any, of any statute of Canada or any province thereof, and of any regulations under any such statute, relating to warrant indentures and to the rights, duties and obligations of warrant agents under warrant indentures and of corporations issuing their securities under warrant indentures, to the extent that such provisions may at the time be in force and applicable to this Indenture or the Corporation.
(2)	The Corporation and the Warrant Agent agree that each shall at all times in relation to this Indenture and in relation to any action to be taken hereunder observe and comply with and be entitled to the benefits of Indenture Legislation.
(3)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Indenture Legislation, such mandatory requirement shall prevail.
11.2	NO CONFLICT OF INTEREST

The Warrant Agent represents to the Corporation that at the date of the execution and delivery of this Indenture there exists no material conflict of interest in its duties and obligations as a warrant agent hereunder. In the event of a material conflict of interest arising in the Warrant Agent’s role as warrant agent hereunder the Warrant Agent shall, as soon as practicable but in any case within 20 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its duties and obligations hereunder to a successor Warrant Agent approved by the Corporation. Notwithstanding the foregoing provisions of this section, if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificate(s) shall not be affected in any manner whatsoever by reason hereof.

11.3

REPLACEMENT OF WARRANT AGENT

(1)

The Warrant Agent may resign and be discharged from all duties and liabilities hereunder by giving to the Corporation at least 45 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. The Holders by Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. If the Warrant Agent resigns or is removed by Extraordinary Resolution or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Warrant Agent or any Holder may apply to a judge of a court having jurisdiction, on such notice as such judge may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Holders. Any new Warrant Agent appointed under any provision of this section must be a corporation authorized to carry on the business of a transfer agent in the Province of Ontario and, if required by the applicable warrant indenture legislation of any other province, in that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any new appointment the new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances conveyance, act or deed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the Corporation, execute the same in favour of the new warrant agent.

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(2)	Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or amalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the transfer agency business of the Warrant Agent, shall be the successor Warrant Agent under this Indenture without the execution of any instrument or any further act.
(3)	Upon the appointment of a new Warrant Agent, the Corporation shall promptly notify the Holders thereof in the manner prescribed by section 10.2 hereof.
11.4	EVIDENCE, EXPERTS AND ADVISERS
(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Indenture Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.
(2)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or any Indenture Legislation or pursuant to a request of the Warrant Agent, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent in good faith believes to be genuine.
(3)	Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.
(4)	The Warrant Agent may, at the expense of the Corporation, employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with reasonable care by the Warrant Agent.
11.5	WARRANT AGENT MAY DEAL IN SECURITIES

Subject to section 11.2, the Warrant Agent may buy, sell, lend upon and deal in securities of the Corporation and generally contract and enter into financial transactions with the Corporation or otherwise, without being liable to account for any profits made thereby.

11.6 WARRANT AGENT NOT ORDINARILY BOUND

Except as otherwise specifically provided herein, the Warrant Agent shall not, subject to the provisions of Indenture Legislation, be bound to give notice to any Person of the execution hereof, nor to do, observe or perform or see to the observance or performance by the Corporation of any of the obligations herein imposed upon the Corporation or of the covenants on the part of the Corporation herein contained.

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11.7 WARRANT AGENT NOT REQUIRED TO GIVE SECURITY

The Warrant Agent shall not be required to give any bond or security in respect of the execution or administration of its duties under this Indenture or otherwise in respect of the premises.

11.8 WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF DEFAULT

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

11.9 ACCEPTANCE OF APPOINTMENT

The Warrant Agent hereby accepts its appointment as warrant agent under this Indenture and agrees to perform its duties hereunder upon the terms and conditions herein set forth or referred to unless and until discharged therefrom by resignation or in some other lawful way.

11.10 DUTIES OF WARRANT AGENT

The Warrant Agent, in exercising its powers and discharging its duties hereunder, shall:

(1)	act honestly and in good faith; and
(2)	exercise the care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances.
11.11	ACTIONS BY WARRANT AGENT
(1)	The Warrant Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.
(2)	Subject only to section 11.9, the obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Holders hereunder shall be conditional upon the Holders delivering to the Warrant Agent:
	(a)	a Holder's Request or Extraordinary Resolution directing the Warrant Agent to take such act, action, or proceeding;
	(b)	sufficient funds to commence or continue such act, action or proceeding; and
	(c)	an indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damages it may suffer by reason thereof.

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(3)	None of the provisions contained in this Indenture shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(4)	The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts.
11.12	PROTECTION OF WARRANT AGENT

By way of supplement to the provisions of any law for the time being relating to Warrant Agents it is expressly declared and agreed as follows:

(1)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 11.2) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;
(2)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; and
(3)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof.

11.13 INDEMNIFICATION OF THE WARRANT AGENT

The Warrant Agent shall at all times be indemnified and saved harmless by the Corporation from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Indenture, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Warrant Agent contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Warrant Agent may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Warrant Agent. The foregoing provisions of this section do not apply to the extent that in any circumstances there has been acts of gross negligence or wilful misconduct by the Warrant Agent. This indemnity shall survive the termination or discharge of this Indenture and the resignation or removal of the Warrant Agent.

11.14 THIRD PARTY INTERESTS

Each party to this Indenture hereby represents to the Warrant Agent that any account to be opened by, or interest to held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent's prescribed form as to the particulars of such third party.

11.15 NOT BOUND TO ACT

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten day period, then such resignation shall not be effective.

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11.16 PRIVACY LAWS

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

ARTICLE 12
SUPPLEMENTAL INDENTURES

12.1	SUPPLEMENTAL INDENTURES
(1)	From time to time the Warrant Agent and, when authorized by a resolution of its Directors, the Corporation may, subject to the provisions hereof, and they shall, when required by this Indenture, execute, acknowledge and deliver, by their proper officers, deeds or indentures supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:
	(a)	adding to the covenants of the Corporation herein contained for the protection of the Holders in addition to those herein specified;
	(b)	making such provision not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder provided that the Warrant Agent shall be of the opinion, relying on the advice of its counsel, that such provisions shall not be prejudicial to the interests of the Holders;
	(c)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates and making any modification in the   form of the Warrant Certificate which does not affect the substance thereof;
	(d)	evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;
	(e)	giving effect to any Extraordinary Resolution passed as provided in Article 9;
	(f)	setting forth adjustments in the application of the provisions of Article 4; and

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(g) for any other purpose not inconsistent with the terms of this Indenture.

(2) The Warrant Agent may also, without the consent or concurrence of the Holders, by supplemental Indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it has been advised by its counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Warrant Agent the rights of the Warrant Agent and of the Holders are in no way prejudiced thereby.

ARTICLE 13
GENERAL PROVISIONS

13.1 EXECUTION

This Indenture may be simultaneously executed in several counterparts, and may be executed by facsimile or other means of electronic communication producing a printed copy, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

13.2 FORMAL DATE

This Indenture may be referred to as bearing the formal date of December 20, 2010 irrespective of the actual date of execution hereof.

13.3 SATISFACTION AND DISCHARGE OF INDENTURE

Upon the earlier of:

(1)	the delivery to the Warrant Agent of the Default Notice in accordance with Section 6.3 hereof;
(2)	the date by which there shall have been delivered to the Warrant Agent for exercise or destruction all Warrant Certificates theretofore issued hereunder; and
(3)	the Expiry Time;

and if all certificates representing Common Shares, if any, required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of any force and effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

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13.4 PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS

Nothing in this Indenture or in the Warrant Certificates, expressed or implied, shall give or be construed to give to any person other than the parties thereto and the Holders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Holders.

IN WITNESS WHEREOF the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

BRIDGEPORT VENTURES INC.
Per:	"Carmelo Marrelli"
	Authorized Signing Officer
VALIANT TRUST COMPANY
Per:	“Jeff Lunshof”
	Authorized Signing Officer
Per:	“Ramie Lousa”
	Authorized Signing Officer

SCHEDULE “A”
to the Warrant Indenture between Bridgeport Ventures Inc. and Valiant Trust Company dated as of December 20, 2010

FORM OF WARRANT CERTIFICATE

[For Warrants offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S under the United States Securities Act of 1933, as amended, please include the following legend:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(1) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”]

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WARRANT CERTIFICATE
BRIDGEPORT VENTURES INC.
(Incorporated under the laws of Ontario)

No. •	•
	WARRANTS entitling the Holder to acquire, subject to adjustment, one Common Share of Bridgeport Ventures Inc for each Warrant represented hereby.

THIS CERTIFICATE IS TO CERTIFY that for value received • (herein referred to as the “Holder”) is the registered holder of the number of Warrants of Bridgeport Ventures Inc. (the “Corporation”) stated above, and subject to adjustment and penalty provisions as set forth in the Warrant Indenture, is entitled to acquire, at any time after the date hereof and up until 5:00 p.m. (Toronto time) on •, 2012 (the “Expiry Date”), upon payment of the Exercise Price, for each Warrant represented hereby, one common share of the Corporation (a “Common Share”), all in the manner and subject to the restrictions and adjustments set forth in the Warrant Indenture (as hereinafter defined).

Any capitalized term in this Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The Warrants represented by this Certificate are issued or issuable in fully registrable form only under the provisions of an indenture (which indenture together with all other instruments ancillary thereto is referred to herein as the “Warrant Indenture”) dated as of December •, 2010 among the Corporation and Valiant Trust Company (the “Warrant Agent”). Reference is hereby made to the Warrant Indenture for a full description of the rights of the holders of the Warrants, the Corporation and the Warrant Agent in respect thereof, and the terms and conditions upon which the Warrants evidenced hereby are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth. By acceptance of this Certificate, the Holder assents to all provisions of the Warrant Indenture. To the extent that the terms and conditions set forth in this Certificate conflict with the terms and conditions of the Warrant Indenture, the Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Certificate, upon request and without charge, a copy of the Warrant Indenture.

In the event that prior to the Expiry Date, the Holder has not exercised the Warrants represented hereby in accordance with the terms of the Warrant Indenture, then any Warrants represented by this Certificate which have not been so exercised shall be deemed to have expired and shall be of no further force and effect as of 5:00 p.m. (Toronto time) on the Expiry Date.

Upon exercise, the Warrants so exercised shall be void and of no value or effect.

Certificates representing the Common Shares issued upon exercise of the Warrants (reflecting any adjustments as provided herein and in the Warrant Indenture) shall, within three Business Days after the Exercise Date, be mailed by the Corporation to the address of the Holder thereof last appearing on the register of Holders maintained by the Warrant Agent.

The right to acquire Common Shares may only be exercised by the Holder within the time set forth above by:

(a) duly completing and executing the Exercise Form attached hereto;

A-3

(b)	by providing a certified cheque, bank draft or money order in lawful money of Canada payable to the order of the Corporation for the aggregate purchase price of the Common Shares so subscribed; and
(c)	surrendering this Warrant Certificate to the Warrant Agent at the Warrant Agency,

all in accordance with Section 3.2 of the Warrant Indenture.

The Warrants represented by this Certificate shall be deemed to be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the offices referred to above.

Upon surrender of these Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed for all purposes (except as provided in the Warrant Indenture) to be the holder or holders of record of such Common Shares and the Corporation has covenanted that it will (subject to the provisions of the Warrant Indenture) cause a certificate or certificates representing the Common Shares to be delivered or mailed to the person or persons at the address or addresses specified in the Exercise Form within five Business Days.

The Warrant Indenture provides for adjustments to certain rights of holders including the number of common shares issuable upon exercise of the Warrants upon subdivision, consolidation or reclassification of the Common Shares or any reclassification, capital reorganization, amalgamation or merger of the Corporation and certain distributions of securities, including rights, options or warrants to purchase Common Shares or securities convertible or exchangeable into Common Shares or assets of the Corporation. The Holder should refer to the Warrant Indenture which provides for adjustments in certain other events.

The terms and conditions relating to the Warrants and this Certificate may be modified, changed or added to in accordance with the provisions of the Warrant Indenture. The Warrant Indenture contains provisions making binding upon all Holders of Warrants outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders entitled to acquire a specified percentage of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants.

The holding of the Warrants as evidenced by this Certificate shall not constitute, or be construed as conferring upon, a Holder any right or interest whatsoever as a shareholder of the Corporation except such rights as may be provided in the Warrant Indenture or in this Certificate.

The Holder of this Certificate may, upon compliance with the reasonable requirements of the Warrant Agent and upon surrender of this Certificate, exchange this Certificate for another Certificate or Certificates entitling the Holder thereof to receive, in the aggregate, the same number of Common Shares as are issuable under this Certificate.

The Warrants evidenced by this Certificate may only be transferred in accordance with applicable securities laws and upon due execution and delivery to the Warrant Agent of a Transfer Form in the form attached hereto and in compliance with all the conditions prescribed in the Warrant Indenture and compliance with such other reasonable requirements as the Warrant Agent may prescribe.

The Warrants represented hereby have not been registered under the U.S. Securities Act or any applicable state securities laws. Accordingly, Warrants may not be distributed in the United States or to, or for the benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) unless the distribution or transfer is being made in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and it has furnished to the Corporation an opinion of counsel in form and substance satisfactory to the Corporation to such effect. Compliance with the securities laws of any jurisdiction is the responsibility of the holder of Warrants or its transferee.

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This Warrant Certificate shall not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent under the Warrant Indenture.

The registered holder of this Warrant Certificate expressly acknowledges having requested, and consents to, the drawing in the English language only of this Warrant Certificate evidencing the Warrants registered in his name and all documents relating to such Warrants. Le détenteur inscrit du présent certificat de bons de souscription reconnaît expressément avoir demandé et consenti que le présent certificat attestant qu'il est le détenteur inscrit de bons de souscription, ainsi que tous les documents s'y rapportant, soient rédigés en anglais seulement.

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed as of the _____day of ___________________, 2010.

BRIDGEPORT VENTURES INC
By:
	Authorized Signing Officer

This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Indenture.

VALIANT TRUST COMPANY
Warrant Agent, Toronto, Ontario
By:
	Authorized Signing Officer

EXERCISE FORM

To:	BRIDGEPORT VENTURES INC.
And To:	VALIANT TRUST COMPANY

(1)		The undersigned hereby irrevocably subscribes for, and exercises his right to be issued, the number of Common Shares set forth below, such Common Shares being issuable upon exercise of such Warrants pursuant to the terms specified in the said Warrants and the Warrant Indenture.
(2)		The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):
A.	[   ]	The undersigned holder (i) at the time of exercise of the Warrants is not in the United States and is not exercising the Warrants on behalf of a person in the United States; (ii) is not a “U.S. person” (a “U.S. Person”), as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and is not exercising the Warrants on behalf of a “U.S. Person”; and (iii) did not execute or deliver this exercise form in the United States.
B.	[   ]	The undersigned holder has delivered to Valiant Trust Company an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.

Note: The undersigned holder understands that unless Box A above is checked, the certificate representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available. Certificates representing Common Shares will not be registered or delivered to an address in the United States unless Box B above is checked.

The undersigned hereby irrevocably directs that the Common Shares be issued and delivered as follows:

		Number of
Name in full	Address (include Postal Code)	Common Shares

(Please print full name in which certificate(s) are to be issued.)

Dated this _______day of ________________________, ____________.

Signature Guaranteed	Signature of Registered Holder
	Name of Registered Holder

[   ] Please check box if certificates representing these Common Shares are to be delivered at the office of the Warrant Agent where this Warrant Certificate is surrendered, failing which the certificates shall be mailed to the address set forth above.

Instructions:

The registered holder may exercise his right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised, together with the applicable payment therefor, to Valiant Trust Company, Suite 1800, 130 King Street West, Toronto, Ontario M5X 1A9. Certificates for Common Shares shall be delivered or mailed within three Business Days after the exercise of the Warrants.

If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature on this Exercise Form must be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program.

If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation.

If Box B is checked, any opinion tendered must be in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel in connection with the exercise of Warrants should contact the Corporation in advance to determine whether any opinions to be tendered will be acceptable to the Corporation.

TRANSFER FORM

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE
SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO
CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

To:	BRIDGEPORT VENTURES INC.
And To:	VALIANT TRUST COMPANY

FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns to ______________________, ________ Warrants represented by this Warrant Certificate and does hereby irrevocably appoint ____________________ as its attorney with full power of substitution to transfer the said Warrants on the appropriate register of the Warrant Agent.

DATED this  ______ day of  __________________________ ,  ____________.

Signature Guaranteed	Signature of Registered Holder
	Name of Registered Holder

(The following to be completed by the transferee)

The undersigned acknowledges that it shall notify the Corporation prior to any exercise or deemed exercise of the Warrants if the representations, warranties and certifications contained in this Transfer Form are no longer true and correct.

Signature Guaranteed	Signature of Transferee
Date	Name of Transferee (Please Print)

Instructions:

Signature of the Holder must be the signature of the registered holder appearing on the face of this Warrant Certificate.

If this Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation, acting reasonably.

The signature on this Transfer Form must be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion program.`

Warrants shall only be transferable in accordance with applicable laws and the applicable provisions of the Warrant Indenture. The transfer of Warrants may result in the Common Shares received upon the exercise of the Warrants not being freely tradable in the jurisdiction of the purchaser.

EX-99.8

Exhibit 99.8

Bridgeport Ventures Inc. Announces New Director

Toronto, Canada — January 10, 2011 — Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport”) is pleased to announce the appointment of Mr. Graham Clow to the board of directors of Bridgeport. Mr. Clow is a Chartered Accountant and a member of the Institute of Chartered Accountants of Ontario and the Institute of Chartered Accountants in England and Wales. Mr. Clow is self-employed as a public accountant and also serves as the Chief Financial Officer of New Dawn Mining Corp. (TSX: ND). Mr. Clow holds a B.Sc. (Hons.) from University College, University of London, United Kingdom. The appointment of Mr. Clow remains subject to the approval of the Toronto Stock Exchange.

Bridgeport also wishes to announce the resignation of Mr. John McBride from the board of directors. Bridgeport extends its best wishes to Mr. McBride in his future endeavours and wishes to thank him for his contributions.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with active gold and copper exploration in the Americas. The Company’s strong technical team has a solid record of exploration and discovery and a proven track record of mining development success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the receipt of regulatory approvals. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173
investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.9

Exhibit 99.9

Bridgeport Ventures Inc. Announces Commencement of Exploration Activities in Nevada

Toronto, Ontario – March 8, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport”) is pleased to announce the commencement of exploration activities on the Blackrock and Argentite Properties, Nevada.

Exploration activities on the Blackrock Property include 4000m of drilling and are anticipated to start during the second week of March, 2011. The access and activity permit has been obtained and approved by the Bureau of Land Management (BLM) in Nevada and the drill pads are currently under construction. The reverse circulation drill program will be targeting a gold-silver, epithermal vein system identified through historical exploration. The Blackrock Property is located approximately 25km west of Carson City, Nevada in the Walker Lane Trend.

Exploration activities on the Argentite Property will include ground geophysical IP and magnetic surveys, as well as a property-wide soil geochemical survey. The anomalies identified in the geophysical and geochemical surveys coincident with geologically favourable rocks will be followed up with drilling, which is anticipated to start in early May. The reverse circulation drill program will be targeting a gold-silver epithermal vein system identified through historical exploration. The geophysical and geochemical surveys are anticipated to start during the second week of March. The Argentite Property is located approximately 70km southeast of Tonopah, Nevada in the Walker Lane Trend.

In addition to the activities at Blackrock and Argentite, Bridgeport is currently drilling on the Rosario Property in Chile.

Bridgeport’s President and CEO, Ms. Shastri Ramnath said, “We look forward to a very active year in 2011, which will include 30,000m of reverse circulation and diamond drilling. In addition, we have been fortunate enough to assemble an exploration team with global experience with companies such as Barrick and Quadra FNX.”

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

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Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173
investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.10

Exhibit 99.10

Bridgeport Ventures Inc. Announces Assay Results for Rosario, Chile

Toronto, Ontario – March 17, 2011– Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or “the Company”) is announcing the assay results from three drillholes recently completed on the Rosario Property in Chile. The diamond drill program, which commenced on January 6^th, 2011, is testing a number of geological and geophysical targets identified during the 2010 drill campaign and during the 2011 ground Induced Polarization and Magnetic Survey.

Four holes have been completed in the program thus far with assays received for drillholes RDDH-013, RDDH-014, and RDDH-015. The best result was obtained in drillhole RDDH-015 which returned 0.62% copper and 0.015 g/t gold over 24m. All significant results, defined as at least 6m with greater than 0.2% copper or 0.5% lead, are summarized in Table 1.

Table 1: Drillhole results for three holes drilled on the Rosario Property.

Drillhole	Depth (m)	From (m)	To (m)	Interval Length (m)	Copper (%)	Gold (g/t)	Lead (%)
RDDH-013	351.0	No significant intercepts
RDDH-014	349.0	102.0	108.0	6.0	0.26	0.004	0.001
RDDH-014		246.0	282.0	36.0	0.02	0.002	0.502
RDDH-015	313.3*	14.0	20.0	6.0	0.73	0.006	0.003
RDDH-015		112.0	136.0	24.0	0.62	0.015	0.001
RDDH-015	Including	116.0	126.0	10.0	1.00	0.024	0.001

Complete results from the drill program are posted on Bridgeport’s website, www.bridgeportventures.net.

Bridgeport’s President and CEO, Ms. Shastri Ramnath said, “We are encouraged by the latest drill results on the Trilladore and Tamara properties. The drill program is expected to continue to the end of April at which time we will re-evaluate the geology in combination with the geophysical surveys and assay results.”

The above program was carried out by Bridgeport geologists under the supervision of Matthew D. Gray, Ph.D., C.P.G. #10688, the Qualified Person for Bridgeport under National Instrument 43-101. Control samples comprised of blanks, standardsand duplicates were included in the sample stream as part of a QA/QC protocol. Drill core recovery exceeded 95%. Dr. Gray reviewed the control sample data and concluded the drillhole data is reliable, that samples collected are representative of the features being drill testedand that the drillhole database meets industry standards for data quality. Dr. Gray verified the technical information contained in this press release. Potential quantity and grade is conceptual in nature. There has been insufficient exploration to define a mineral resource on the Rosario project to date and it is uncertain if further exploration will result in such target being delineated as a resource.

- 2 -

For further information on the Rosario project, please refer to the technical report dated November 27, 2009 as amended December 4, 2009, entitled “Summary Report on the Rosario Copper-Gold Project, Region III, Atacama, Chile” prepared for the Company by Dr. Matthew Gray, available on SEDAR at www.sedar.com.

In January 2011, the Company exercised the option agreement to acquire the Trillador property through the payment of a $25,000 option fee, and drilling operations commenced on the property in February. Due to disappointing results from drilling on the Simonetta property in January, the Company elected to terminate its rights to the property, and wrote off $544,473 of costs associated with the property in the Quarter.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173

Mr. Michael Joyner
Investor Relations
Tel. (416) 722-4925

investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.11

Exhibit 99.11

Bridgeport Ventures Inc. Announces Assay Results and Termination of Three Property Blocks on the Rosario Project, Chile

Toronto, Ontario – May 20, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or “the Company”) reports the final drill results for the Company’s Rosario Project located 38 kilometres south-east of Copiapo in Region III of Chile. The diamond drill program, which commenced on January 6th, 2011, tested a number of geological and geophysical targets identified during the 2010 drill campaign and the 2011 ground Induced Polarization and Magnetic geophysical survey. Based on the results, Bridgeport has decided to terminate its rights to acquire a 100% interest in the Rosario, Eliana, and Julia property blocks.

During the 2011 diamond drill campaign, a total of five drillholes (1736 metres) were completed. The best drill results were obtained in drillhole RDDH-015, drilled on the Trillador property block, which returned 0.63% copper and 0.02 grams per tonne gold over 24 metres. Significant copper and gold intersections from the 2011 drill program are listed in Table 1 and all assay results are posted on the Company website, www.bridgeportventures.net.

Table 1: Significant assay results for drillholes completed on the Rosario Property in 2011.

Drillhole	Depth (m)	From (m)	To (m)	Interval Length (m)	Copper (%)	Gold (g/t)
RDDH-015	313.3	14.0	40.0	26.0	0.32	0.01
RDDH-015		66.0	70.0	4.0	1.37	0.02
RDDH-015		112.0	136.0	24.0	0.63	0.02
RDDH-017	273.3	106.0	110.0	4.0	0.24	0.00

In November, 2009, Bridgeport commenced the acquisition of the properties which constitute the Rosario project and to date has completed one mapping program, two geophysical surveys, and four drill campaigns totalling 4623 metres in 17 drillholes.

The copper-gold mineralization at Rosario occurs as structurally and stratigraphically controlled zones, hosted by andesitic volcanic strata, diorite intrusions, intrusive breccias, and hydrothermal breccias. The mineralization occurs as disseminations in shallow-dipping zones cut by multiple, younger east-west striking faults.

“For the last two years, we focused our exploration efforts on the Rosario property, and based on the assay results, style of copper mineralization, and discontinuity of the zones, we have decided that the property does not have the size potential for Bridgeport to make a significant copper-gold discovery of 100 million tonnes or more,” states Shastri Ramnath, Bridgeport’s President and CEO.

Bridgeport’s decision to terminate its rights to the Rosario, Eliana, and Julia property blocks will be carried out by not making the May 20^th, 2011 property payment of $720,000 USD. Bridgeport will retain its rights to the Trillador and Tamara properties which are subject to property payments totalling $100,000 USD due toward the end of 2011.

For further information on the Rosario Project, please visit our website at http://www.bridgeportventures.net/chile/rosario-tamara-location.

- 2 -

The above program was carried out by Bridgeport geologists under the supervision of Matthew D. Gray, Ph.D., C.P.G. #10688, the Qualified Person for Bridgeport under National Instrument 43-101. Dr. Gray verified the technical information contained in this press release.

Potential quantity and grade is conceptual in nature, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in any targets being delineated as a mineral resource.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas and currently has two drills turning in Nevada. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173

Mr. Michael Joyner
Investor Relations
Tel. (416) 722-4925

investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.12

Exhibit 99.12

Bridgeport Ventures Inc. Updates its Gold Exploration Activities in Nevada, USA

Toronto, Ontario – June 22, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or “the Company”) today announced the completion of seven diamond drillholes of a ten hole program on its Blackrock property and three of six reverse circulation holes on its Hot Pot property. Geophysical, geochemical, and geological surveys are in progress on several of the Company’s other gold properties. A third drill program is scheduled for Fri Gold and will commence following completion of the Phase 1 drilling at Blackrock.

Bridgeport Ventures President and CEO, Shastri Ramnath said, “Although we had a slow start to the drill program at Blackrock due to poor weather and difficult access, we are now making excellent progress on both the Blackrock and Hot Pot properties and expect to announce assay results for each program following the completion of all planned drillholes.”

Blackrock Property

Drilling on Bridgeport’s Blackrock property, located 47 kilometres southeast of Reno, Nevada, began in March, 2011. The 3000 metre diamond drill program (ten drillholes) was designed to verify the historical gold results on the southern portion of the property and to test the gold mineralization on the northern, undrilled portion of the property.

Bridgeport is currently drilling the eighth of ten planned drillholes at Blackrock. The first two drillholes of the program targeted the known mineralized zone at depth below the historical drilling followed by two drillholes targeting the southern extension of the vein system. The Company is currently drilling the fourth of six drillholes targeting the northern, untested portion of the system.

Blackrock is an epithermal gold-silver mineralized system occurring in the Walker Lane Trend. Historical exploration identified a1300 metre long quartz vein system enveloped by an extensive alteration zone. Historical drillhole intersections indicate that the system is between 10 and 150 metres in width and is hosted by a structural zone crosscutting an intermediate volcanic unit. Based on the historic data, Bridgeport has interpreted the exposed mineralization as the upper portion of a deeper, higher grade deposit. Nearby gold deposits occurring in the Walker Lane Trend include the Comstock Mine (8.0 million ounces of gold), the Rawhide Mine (1.6 million ounces of gold), and the Mineral Ridge Mine (0.9 million ounces of gold).

Hot Pot Property

Drilling on Bridgeport’s Hot Pot Property, located 35 kilometres northwest of Battle Mountain, Nevada, began in April, 2011. The 3000 metre reverse circulation (RC) drill program is testing for a buried, bulk tonnage, sediment-hosted gold deposit located on the northern end of the prolific Battle Mountain-Eureka trend and south of the Getchell-Turquoise Ridge trend. Unlike the deposits to the north and south of the Company’s property, Hot Pot has no outcropping rocks at surface. As a result, the drillholes are targeting structural features identified by geophysics coincident with surface gold, silver, and arsenic soil anomalies.

Bridgeport is currently drilling the fourth of six drillholes and the program is anticipated to finish in August, 2011.

Other Exploration Activities

Bridgeport is exploring four of the Company’s other properties by completing geophysical, geochemical, and geological surveys to generate targets for drill testing.

- 2 -

A 2000 metre reverse circulation drill program will commence on the Company’s Fri Gold property following completion of the Blackrock drill program. Exploration on the Fri Gold property, located 50 kilometres north-northwest of Tonopah, Nevada, is focused on a gold-silver epithermal system identified by previous exploration companies.

Potential quantity and grade of mineralization is conceptual in nature and there has been insufficient exploration to define a mineral resource on Bridgeport’s, 100% owned and operated Nevada properties. It is uncertain if further exploration will result in any such targets being delineated as a mineral resource.

All scientific and technical information contained in this press release has been prepared by or under the supervision of, and verified by Matthew D. Gray, Ph.D., C.P.G. #10688, a “qualified person” within the meaning of National Instrument 43-101. For further information regarding certain of Bridgeport’s Nevada properties, please refer to the technical report entitled “Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview and Horsethief Gold projects, Nevada, USA” prepared by Matthew D. Gray and dated November 26, 2010, available on SEDAR at www.sedar.com. For a detailed description of the properties, significant historical drill results, and Bridgeport’s geological compilation and interpretation, please visit our website at www.bridgeportventures.net.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173

Mr. Michael Joyner
Investor Relations
Tel. (416) 722-4925

investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.13

Exhibit 99.13

Bridgeport Ventures Inc. Announces Option Agreement with Orsa Ventures on the Ashby Property and Updates Gold Exploration Activities in Nevada, USA

Toronto, Ontario – July 19, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or the “Company”) today announced that the Company has entered into an agreement with Orsa Ventures Corp. (“Orsa”) whereby Orsa can earn a 51 per cent interest in Bridgeport’s Ashby Gold Property in Nevada through phased exploration expenditures, share payments and a cash payment to Bridgeport. The terms of the agreement and a description of the Ashby property are described in Orsa’s news release dated July 19^th, 2011, “Orsa Options Ashby Property, Nevada from Bridgeport Ventures.”

“We are pleased that Orsa Ventures has entered into an agreement to acquire an interest in the Ashby property and will be working on the property this summer. Orsa’s team has significant technical expertise and experience in the area and will focus on Ashby as a core gold project,” said Shastri Ramnath, President and CEO of Bridgeport Ventures. “In addition to currently drilling two gold projects, Bridgeport’s team is focused on completing a series of geochemical, geophysical and geological programs on several of our remaining Nevada gold projects.”

The Ashby property, located approximately 110 kilometres northwest of Tonopah, Nevada, is a mesothermal gold-silver mineralized system. The property was mined during the 1930s producing approximately 9000 ounces of gold and small-scale mining resumed in the 1980s for a brief period by accessing the mineralization through the historical shafts and underground development. Historical records report that the main vein was one to two metres in width and graded between seven and fourteen grams per tonne gold.

Update on Bridgeport’s Other Exploration Activities

Blackrock Property: Drilling on Bridgeport’s Blackrock property, which began in March, 2011, continues and the ninth of ten planned drillholes is currently being drilled. This 3000 metre diamond drill program was designed to verify the historical gold results on the southern portion of the property and to test the gold mineralization on the northern, undrilled portion of the property. Assay results for all ten drillholes will be released following completion of the program.

Hot Pot Property: Drilling on Bridgeport’s Hot Pot property, which began in May, 2011, continues and the sixth of six planned drillholes is currently being drilled. This 2800 metre reverse circulation program was designed to test for a buried, bulk tonnage, Carlin-style, sediment-hosted gold deposit. The Hot Pot Property is located on the northern end of the prolific Battle Mountain-Eureka trend and south of the Getchell-Turquoise Ridge trend. Assay results for all six drillholes will be released following completion of the program.

Fri Gold, Horsethief, Columbia, Argentite and East Walker Properties: In addition to the two drilling programs underway in Nevada, Bridgeport is exploring five of the Company’s other 100 per cent owned and operated properties by completing geophysical, geochemical and geological surveys to finalize drillhole locations.

• Ground Induced Polarization and Magnetic surveys have been completed on the Company’s Fri Gold, Horsethief, Columbia and Argentite Properties, and the data is currently being processed and interpreted.
• Geochemical Soil Sampling surveys have been completed on the Company’s Fri Gold, Horsethief, Argentite, Columbia and East Walker Properties, and resultant data is currently being compiled and interpreted.

• Geological mapping has been completed on the Fri Gold Property and is planned for the Horsethief and East Walker Properties over the next few months.

Potential quantity and grade of mineralization is conceptual in nature and there has been insufficient exploration to define a mineral resource on Bridgeport&#146;s, 100 per cent owned and operated Nevada properties. It is uncertain if further exploration will result in any such targets being delineated as a mineral resource.

All scientific and technical information contained in this press release has been prepared by or under the supervision of, and verified by Matthew D. Gray, Ph.D., C.P.G. #10688, and a “qualified person” within the meaning of National Instrument 43-101. For further information regarding certain of Bridgeport’s Nevada properties, please refer to the technical report entitled “Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview and Horsethief Gold projects, Nevada, USA” prepared by Matthew D. Gray and dated November 26, 2010, available on SEDAR at www.sedar.com.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173

Mr. Michael Joyner
Investor Relations
Tel. (416) 300-3639

investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.14

Exhibit 99.14

FORM 13-502F1

CLASS 1 REPORTING ISSUERS – PARTICIPATION FEE

Reporting Issuer Name: BRIDGEPORT VENTURES INC.

End date of last completed fiscal year: APRIL 30, 2011

Market value of listed or quoted securities:
Total number of securities of a class or series outstanding as at the end of the issuer's last completed fiscal year (Common shares)		50,579,600 (i)
Simple average of the closing price of that class or series as of the last trading day of each month in the last completed fiscal year (See clauses 2.7(a)(ii)(A) and (B) of the Rule)		$1.07 (ii)
Market value of class or series	(i) X (ii) =	$54,120,000 (A)
Total number of securities of a class or series outstanding as at the end of the issuer's last completed fiscal year
	(Warrants)	6,575,000 (i)
Simple average of the closing price of that class or series as of the last trading day of each month in the last completed fiscal year (See clauses 2.7(a)(ii)(A) and (B) of the Rule) $0.68 (ii)
Market value of class or series	(i) X (ii) =	$4,471,000 (B)
Total number of securities of a class or series outstanding as at the end of the issuer's last completed fiscal year
	(Class A Warrants)	8,625,000 (i)
Simple average of the closing price of that class or series as of the last trading day of each month in the last completed fiscal year (See clauses 2.7(a)(ii)(A) and (B) of the Rule) $0.11 (ii)
Market value of class or series	(i) X (ii) =	$949,000(C)

Market value of other securities as at the end of the last completed fiscal year:
(See paragraph 2.7(b) of the Rule)
(Provide details of how value was determined)	(D)
(Repeat for each other class or series of securities to which paragraph 2.7(b) of the Rule applies)	(E)

Capitalization for the last completed fiscal year
(Add market value of all classes and series of
securities)	(A)+(B)+(C)+(D)+(E) =	$59,540,000

Participation Fee
(From Appendix A of the Rule, select the participation fee beside the capitalization calculated above)	$4,380

Late Fee, if applicable

(As determined under section 2.5 of the Rule)

EX-99.15

Exhibit 99.15

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April 30, 2011, 2010 and 2009

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Bridgeport Ventures Inc. (An Exploration Stage Enterprise) were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in Note 2 to the consolidated financial statements.

Management has established systems of internal control over the financial reporting process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and approving the consolidated financial statements and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The members of the Audit Committee are not officers of the Company. The Audit Committee meets with management to review the internal controls over the financial reporting process, the consolidated financial statements and the auditors’ report. The Audit Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the consolidated financial statements for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

/s/ "Shastri Ramnath"	/s/ "Carmelo Marrelli"
Shastri Ramnath	Carmelo Marrelli
President and Chief Executive Officer	Chief Financial Officer

Toronto, Canada
July 25, 2011

- F-1 -

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Bridgeport Ventures Inc.

We have audited the accompanying consolidated financial statements of Bridgeport Ventures Inc. and its subsidiaries, which comprise the consolidated balance sheets as at April 30, 2011 and 2010, the consolidated statements of operations and comprehensive loss, consolidated statements of shareholders’ equity and the consolidated statements of cash flows for each of the years in the three-year period ended April 30, 2011, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Bridgeport Ventures Inc. and its subsidiaries as at April 30, 2011 and 2010, and their financial performance and cash flows for each of the years in the three-year period ended April 30, 2011 in accordance with Canadian generally accepted accounting principles.

McGOVERN, HURLEY, CUNNINGHAM, LLP
/s/ McGOVERN, HURLEY, CUNNINGHAM, LLP

Chartered Accountants
Licensed Public Accountants

TORONTO, Canada
July 25, 2011

- F-2 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Balance Sheets

(Expressed in Canadian Dollars)

As at April 30,		2011			2010
Assets
Current assets
Cash and cash equivalents	$	22,870,894		$	11,137,382
Amounts receivable and prepaids		328,637			130,342
Short term investment (Note 6(b))		280,000			-
		23,479,531			11,267,724
Interest in exploration properties and deferred exploration expenditures (Note 6)		7,659,047			3,840,460
Equipment (Note 7)		42,902			26,007
	$	31,181,480		$	15,134,191
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 12)	$	1,046,868		$	325,079
Future income tax liability (Note 11)		-			424,189
		1,046,868			749,268
Shareholders' Equity
Capital stock (Note 8)		31,364,501			11,798,967
Warrants (Note 10)		5,604,011			3,679,500
Contributed surplus		2,395,717			1,017,759
Deficit		(9,404,617	)		(2,111,303	)
Accumulated other comprehensive income		175,000			-
		(9,229,617	)		(2,111,303	)
		30,134,612			14,384,923
	$	31,181,480		$	15,134,191

Commitments and Contingencies (Note 15)
Subsequent events (Note 16)

Approved on behalf of the board:

signed " Hugh Snyder "	signed "Graham Clow"
Director	Director

See accompanying notes to the consolidated financial statements.

- F-3 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in Canadian Dollars)

For the year ended April 30,		2011			2010			2009
Expenses
Stock-based compensation (Note 9)	$	1,352,186		$	1,017,759		$	-
Professional fees (Note 12)		787,883			309,989			12,238
Reporting issuer costs		120,173			216,004			-
Management fees (Note 12)		85,313			94,500			-
Business development		183,796			153,415			-
General and administrative		974,740			162,037			3,601
Foreign exchange loss (gain)		(89,826	)		60,854			-
Amortization		9,067			991			-
Loss before the under-noted		3,423,332			2,015,549			15,839
Write-off of exploration property (Note 6(a)(d)(e)(f))		4,474,945			-			161,023
Interest and other income		(155,774	)		(22,151	)		(4,410	)
Net loss before taxes		7,742,503			1,993,398			172,452
Future income tax (recovery) (Note 11)		(449,189	)		(15,200	)		(48,600	)
Net loss for the period		7,293,314			1,978,198			123,852
Unrealized gain on available- for sale securities, net of tax of $25,000 (Note 6(b))		(175,000	)		-
Comprehensive loss for the period	$	7,118,314		$	1,978,198		$	123,852
Net loss per share
- basic and diluted	$	0.20		$	0.12		$	0.02
Weighted average number of shares outstanding
- basic and diluted		36,402,004			17,111,690			7,895,000

See accompanying notes to the consolidated financial statements.

- F-4 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Shareholders' Equity

(Expressed in Canadian Dollars)

									Accumulated
									Other
		Capital					Contributed		Comprehensive
		Stock		Warrants			Surplus		Income		Deficit			Total
Balance, April 30, 2008	$	367,100	$	-		$	-	$	-	$	(9,253	)	$	357,847
Net loss for the year		-		-			-		-		(123,852	)		(123,852	)
Balance, April 30, 2009		367,100		-			-		-		(133,105	)		233,995
Issued for exploration property interest (Note 6(b))		19,500		-			-		-		-			19,500
Initial public offering, net of costs (Note 8(a))		634,955		366,812			-		-		-			1,001,767
Private placement, net of costs (Note 8(b))		8,722,037		3,314,563			-		-		-			12,036,600
Acquisition of Rio Condor Resources S.A. (Note 5)		2,040,000		-			-		-		-			2,040,000
Exercise of warrants (Note10)		13,500		-			-		-		-			13,500
Value of warrants exercised (Note10)		1,875		(1,875	)		-		-		-			-
Stock-based compensation (Note 9)
- Officers and directors		-		-			495,205		-		-			495,205
- Employee		-		-			20,493		-		-			20,493
- Consultants		-		-			502,061		-		-			502,061
Net loss for the period		-		-			-		-		(1,978,198	)		(1,978,198	)
Balance, April 30, 2010	$	11,798,967	$	3,679,500		$	1,017,759	$	-	$	(2,111,303	)	$	14,384,923

See accompanying notes to the consolidated financial statements.

- F-5 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Shareholders' Equity (continued)

(Expressed in Canadian Dollars)

										Accumulated
										Other
		Capital						Contributed		Comprehensive
		Stock			Warrants			Surplus		Income		Deficit			Total
Balance, April 30, 2010	$	11,798,967		$	3,679,500		$	1,017,759	$	-	$	(2,111,303	)	$	14,384,923
Public offering, net of costs (Note 8(d))		13,885,090			2,003,127			-		-		-			15,888,217
Exercise of warrants		452,600			-			-		-		-			452,600
Value of warrants exercised (Note 10)		100,144			(100,144	)		-		-		-			-
Warrants expired (Note 10)		-			(25,772	)		25,772		-		-			-
Acquisition of exploration properties (Note 8(c))		5,175,000			-			-		-		-			5,175,000
Step-up warrants issued (Note 10)		(47,300	)		47,300			-		-		-			-
Stock-based compensation (Note 9)
- Officers and directors		-			-			1,032,500		-		-			1,032,500
- Employee		-			-			30,081		-		-			30,081
- Consultants		-			-			289,605		-		-			289,605
Unrealized gain on available- for sale securities, net of tax of $25,000 (Note 6(b))		-			-			-		175,000		-			175,000
Net loss for the period		-			-			-		-		(7,293,314	)		(7,293,314	)
Balance, April 30, 2011	$	31,364,501		$	5,604,011		$	2,395,717	$	175,000	$	(9,404,617	)	$	30,134,612

See accompanying notes to the consolidated financial statements.

- F-6 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

		2011			2010			2009
(Used in) provided by:
Operations activities
Net loss for the period	$	(7,293,314	)	$	(1,978,198	)	$	(123,852	)
Items not affecting cash:
Stock-based compensation (Note 9)		1,352,186			1,017,759			-
Amortization		9,067			991			-
Write-off of exploration property (Note 6(a)(d)(e)(f))		4,474,945			-			161,023
Future income tax recovery		(449,189	)		(15,200	)		(48,600	)
Changes in non-cash working capital:
Amounts receivable and prepaids		(198,295	)		(120,937	)		(4,114	)
Accounts payable and accrued liabilities		(31,419	)		162,392			20,954
		(2,136,019	)		(933,193	)		5,411
Financing activities
Issue of securities		17,702,600			13,803,500			-
Share issue costs		(1,361,783	)		(751,633	)		-
		16,340,817			13,051,867			-
Investing activities
Cash acquired upon acquisition of Rio Condor Resources S.A. (Note 5)		-			7,207			-
Costs of acquisition of Rio Condor S.A. Resources (Note 5)		-			(32,632	)		-
Expenditures on exploration properties		(2,465,324	)		(1,032,653	)		(191,955	)
Option payment received (Note 6(b))		20,000			-			-
Additions to equipment		(25,962	)		(26,998	)		-
		(2,471,286	)		(1,085,076	)		(191,955	)
Net change in cash and cash equivalents		11,733,512			11,033,598			(186,544	)
Cash and cash equivalents, beginning of the year		11,137,382			103,784			290,328
Cash and cash equivalents, end of the year	$	22,870,894		$	11,137,382		$	103,784

Supplemental disclosure of cash flow information (Note 13)

See accompanying notes to the consolidated financial statements.

- F-7 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

1.     Nature of operations

Bridgeport Ventures Inc. (the “Company” or "Bridgeport") was incorporated under the laws of the Province of Ontario, Canada by Articles of Incorporation dated May 10, 2007. The Company, which is in the development stage as defined by CICA Handbook Accounting Guideline 11, is engaged in the acquisition, exploration and development of properties for the mining of precious and base metals. Bridgeport has operations in Latin America, the United States and Canada. The Company is in the process of exploring its exploration properties for mineral resources and has not determined whether the properties contain economically recoverable reserves. The recovery of the amounts shown for the mineral properties and the related deferred expenditures is dependent upon either the sale for proceeds in excess of carrying cost or the existence of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the exploration and upon future profitable production.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company's mineral property interests are subject to the risk of increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and political uncertainty. The recoverability of the carrying value of exploration properties and the Company’s continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write-downs of the carrying values.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

The Company's assets may also be subject to increases in taxes and royalties, renegotiations of contracts, currency exchange fluctuations and restrictions and political uncertainty.

As at April 30, 2011, the Company had cash and cash equivalents of $22,870,894 and working capital of $22,432,663. Management of the Company believes that it has sufficient funds to pay its ongoing administrative expenses and to meet its liabilities for the ensuing twelve months as they fall due.

2.     Basis of presentation and accounting policies

The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles and their basis of application is consistent with that of the previous year except where disclosed below. Outlined below are those policies considered significant.

- F-8 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

2.     Basis of presentation and accounting policies (continued)

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Rio Condor Resources S.A and Bridgeport Gold Inc. All significant intercompany balances and transactions have been eliminated on consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and balances with selected financial institutions, including high interest savings accounts and certificates of deposit with maturity dates of three months or less, and cashable guaranteed instrument certificates.

Interest in Exploration Properties and Deferred Exploration Expenditures

Interest in exploration properties and deferred exploration expenditures are carried at cost until they are brought into production, at which time they are depleted on a unit-of production method based on proven and probable reserves. Other general exploration expenses are charged to operations as incurred. The cost of exploration properties abandoned or sold and their related deferred exploration costs are charged to operations in the year of abandonment or sale.

The Company reviews its exploration properties to determine if events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company reviews capitalized costs relating to its property interests on a periodic basis and recognizes an impairment in value based upon a review of exploration results, whether the Company has significant exploration plans in the immediate future and upon management’s assessment of the future probability of profitable revenues from the property or from the sale of the property. Management’s assessment of the property’s estimated current fair market value may also be based upon a review of other property transactions that have occurred in the same geographic area as that of the property under review. An impairment loss is recognized when the carrying amount of the exploration properties is not recoverable and exceeds its fair value. It is reasonably possible, based on existing knowledge, that changes in future conditions in the near-term could require a change in the determination of the need for and amount of any write-down.

Costs include the cash consideration and the fair market value of the shares issued for the acquisition of exploration properties. The carrying value is reduced by option proceeds received until such time as the property cost and deferred expenditures are reduced to nominal amounts. Properties acquired under option agreements or by joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at the time of payment.

Asset Retirement Obligations

The fair values of asset retirement obligations are recorded as liabilities on a discounted basis when they are incurred. Amounts recorded for the related assets are increased by the amount of these obligations. Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets. There were no material asset retirement obligations as at April 30, 2011, 2010 and 2009.

- F-9 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

2.     Basis of presentation and accounting policies (continued)

Financial Instruments

Financial assets and liabilities, including derivative instruments, are initially recognized and subsequently measured based on their classification as "held-for-trading", "available-for-sale" financial assets, "held-to-maturity", "loans and receivables", or "other" financial liabilities. Held-for-trading financial instruments are measured at their fair value with changes in fair value recognized in net loss for the period. Available-for-sale financial assets are measured at their fair value and changes in fair value are included in other comprehensive income until the asset is removed from the balance sheet or until impairment is assessed as other than temporary. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost using the effective interest rate method. Derivative instruments, including embedded derivatives, are measured at their fair value with changes in fair value recognized in net loss for the period, unless the instrument is a cash flow hedge and hedge accounting applies, in which case changes in fair value are recognized in other comprehensive income.

Flow-Through Financing

Canadian tax legislation permits a company to issue flow-through shares whereby the deduction for tax purposes relating to the qualified resource expenditures is claimed by the investors rather than the Company. Recording these expenditures for accounting purposes gives rise to taxable temporary differences. When flow-through expenditures are renounced, the Company records the tax effect as a reduction to share capital and an increase to future income tax liabilities. To the extent that the Company has future income tax assets that were not recognized in previous years, due to the recording of a valuation allowance, a future income tax recovery is recorded in the statement of operations. The Company has indemnified the subscribers for any tax related amounts that became payable by the subscriber as a result of the Company not meeting its expenditure commitments.

Loss Per Share

Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share is calculated using the treasury stock method. In order to determine diluted loss per share, the treasury stock method assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted loss per share calculation excludes any potential conversion of options and warrants that would increase earnings per share or decrease loss per share.

For the years ended April 30, 2011, 2010 and 2009, all options and warrants were excluded from the computation of the diluted loss per share, because the effect would be anti-dilutive. See Notes 9 and 10 for potentially dilutive securities.

- F-10 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

2.     Basis of presentation and accounting policies (continued)

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 differences between the financial statement carrying values and the income tax bases of assets and liabilities, and are measured using the enacted or substantively enacted income tax rates and laws that are expected to be in effect when the temporary differences are expected to reverse. The effect on future income tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of enactment or substantive enactment of the change. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized.

Short-term Investment

The short-term investment consists of common shares in a public company, recorded at fair value. Fair value of the investment is determined based on the bid price. In addition, the short-term investment is classified as available-for-sale.

Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions affect the carrying values of assets, impact decisions as to when exploration and development costs should be capitalized or expensed, and estimates for asset retirement obligations. Other significant estimates made by the Company include factors affecting the valuation of future tax assets and liabilities contingencies, stock-based compensation and warrants. The Company regularly reviews its estimates and assumptions; however, actual results could differ from these estimates and these differences could be material.

Foreign Exchange

The functional currency of the Company is the Canadian dollar. The Company's foreign operations are classified as integrated for foreign currency translation purposes. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates in effect at the balance sheet date. Non-monetary items are translated at historical rates. Revenues and expenses are translated at the average exchange rate which is similar to the rate incurred during the period. Exchange gains and losses arising on the translation of monetary assets and liabilities are included in the determination of income for the current period.

Equipment

Equipment is recorded at cost less accumulated amortization. Amortization is recorded on the declining balance basis per annum, based on the estimated useful life, as follows:

Computer equipment	-	30%
Software	-	20%
Office equipment	-	20%
Structures	-	20%
Machinery and equipment	-	30%

- F-11 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

2.     Basis of presentation and accounting policies (continued) Stock-based Compensation

The Company records all stock-based compensation and other stock-based payments using the fair value method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received or the fair value of the equity instruments issued or liabilities incurred, whichever is more reliably measurable, and are charged to operations over the vesting period with a corresponding credit to contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.

Fair Value Hierarchy and Liquidity Risk Disclosure

The following summarizes the methods and assumptions used in estimating the fair value of the Company's financial instruments where measurement is required. The fair value of short-term financial instruments approximates their carrying amounts due to the relatively short period to maturity. These include cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities. Fair value amounts represent point-in-time estimates and may not reflect fair value in the future. The measurements are subjective in nature, involve uncertainties and are a matter of significant judgment. The methods and assumptions used to develop fair value measurements, for those financial instruments where fair value is recognized in the balance sheet, have been prioritized into three levels as per the fair value hierarchy included in GAAP.

• Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level two includes inputs that are observable other than quoted prices included in level one.
• Level three includes inputs that are not based on observable market data.

		Level One		Level Two		Level Three
Cash equivalents	$	23,226,135	$	-	$	-
Short-term investment	$	280,000	$	-	$	-

- F-12 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

2.     Basis of presentation and accounting policies (continued)

Future Accounting Changes

a)	International Financial Reporting Standards (“IFRS”)
	In January 2006, the CICA’s Accounting Standards Board ("AcSB") formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company will be required to have prepared, in time for its first quarter fiscal 2012 filing, comparative financial statements in accordance with IFRS for the three months ended July 31, 2010. While the Company has begun assessing the impact of the adoption of IFRS on its financial statements, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.
b)	Business Combinations, Consolidated Financial Statements and Non-Controlling Interests
	The CICA issued three new accounting standards in January 2009: Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602, Non-Controlling Interests. These new standards will be effective for fiscal years beginning on or after January 1, 2011. The Company is in the process of evaluating the requirements of the new standards.
	Section 1582 replaces Section 1581 and establishes standards for the accounting for a business combination. The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Sections 1601 and 1602 together replace Section 1600, Consolidated Financial Statements. Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination.

3.     Capital management

The Company manages its capital with the following objectives:

• to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
• to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors periodically.

- F-13 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

3.     Capital management (continued)

The Company considers its capital to be equity, comprising capital stock, warrants, contributed surplus, deficit and accumulated other comprehensive income which at April 30, 2011 totaled $30,134,612 (April 30, 2010 - $14,384,923 and April 30, 2009 - $233,995). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on its exploration activities. Selected information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the year ended April 30, 2011. The Company is not subject to any capital requirements imposed by a lending institution.

4.     Financial risk factors

The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures from the previous year.

Credit Risk

The Company's credit risk is primarily attributable to cash and cash equivalents and amounts receivable. Cash and cash equivalents consist of cash, high interest savings accounts and certificates of deposit at select Canadian financial institutions, from which management believes the risk of loss to be remote. Financial assets included in amounts receivable consist of goods and services tax and harmonized sales tax due from the Government of Canada, deposits with service providers, amounts owing from the Chilean government and amounts owing from various landowners in Chile. Amounts receivable are in good standing as of April 30, 2011. Management believes that the credit risk concentration with respect to the financial instruments included in cash and cash equivalents and amounts receivable is remote.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2011, the Company had a cash and cash equivalents balance of $22,870,894 (April 30, 2010 - $11,137,382) to settle current liabilities of $1,046,868 (April 30, 2010 - $325,079). All of the Company's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure maintenance of liquidity.

Market Risk

a)

Interest Rate Risk

The Company has cash and cash equivalents and no interest-bearing debt. The Company's current policy is to invest excess cash in high interest savings accounts and investment-grade certificates of deposit issued by its Canadian financial institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its Canadian financial institutions. Currently, the Company does not hedge against interest rate risk.

- F-14 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

4.     Financial risk factors (continued)

Market Risk

b)

Foreign Currency Risk

The Company's functional and reporting currency is the Canadian dollar and purchases are transacted in Canadian and US dollars and Chilean pesos. The Company funds certain operations, exploration and administrative expenses in Chile and the United States on a cash call basis using US dollar currency converted from select bank accounts held in Canada. The Company maintains US dollar bank accounts in Canada, the United Sates and Chile, and Chilean peso bank accounts in Chile. The Company is subject to gains and losses from fluctuations in the US dollar and Chilean peso against the Canadian dollar. The Company had the following significant balances in foreign currencies:

April 30,		2011			2010
Unites States Dollars
(Bank indebtedness) cash	$	(375,361	)	$	508,464
Amounts receivable and prepaids	$	1,082		$	-
Accounts payable and accrued liabilities	$	20,196		$	82,208
Chilean Peso
Amounts receivable and prepaids		112,182,936			17,138,310
Accounts payable and accrued liabilities		199,755,213			10,568,652

c)

Price Risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to gold and copper, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. As the Company's mineral properties are in the exploration stage, the Company does not hedge against commodity price risk. The Company's short term investment in Gondwana Gold Inc. ("Gondwana Gold") (formerly "China Opportunity Inc.") is subject to fair value fluctuations arising from changes in the equity and commodity markets.

Sensitivity Analysis

The Company has designated its cash equivalents as held-for-trading, measured at fair value. Financial instruments included in amounts receivable are classified as receivables, which are measured at amortized cost. Short term investment is classified as available-for-sale. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. Based on management's knowledge and experience of the financial markets, the Company believes the following movements are "reasonably possible" over a twelve months period:

(i) Cash equivalents are subject to floating interest rates. As at April 30, 2011, if interest rates had decreased/increased by 1% with all other variables held constant, the loss for the year ended April 30, 2011 would have been approximately $156,000 higher/lower, as a result of lower/higher interest income from cash equivalents.

- F-15 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

4.     Financial risk factors (continued)

Sensitivity Analysis (continued)

(ii) The Company is exposed to foreign currency risk on fluctuations of financial instruments that are denominated in US dollars and the Chilean peso related to cash balances, amounts receivable and accounts payable and accrued liabilities. As at April,30, 2011, a plus or minus 5% change in the foreign exchange rate with all other variables held constant, the loss for the year ended April 30, 2011 would have been approximately $48,000 higher/lower and the reported shareholders' equity would have been approximately $48,000 lower/higher.

(iii) The Company's short term investment in the common shares of Gondwana Gold is subject to fair value fluctuations. As at April 30, 2011, if the bid price of the common shares of Gondwana Gold had changed by 10% with all other variables held constant, the other comprehensive income for the year ended April 30, 2011 before tax would have been approximately $28,000 higher/lower and reported shareholders' equity would have been approximately $28,000 higher/lower.

5.     Acquisition of Rio Condor Resources S.A.

On December 11, 2009, Bridgeport acquired all of the issued and outstanding shares (the "Shares") of Rio Condor Resources S.A. (“Rio Condor”) other than one common share of Rio Condor that is held by a local individual, as required under Chilean law, pursuant to a share purchase agreement dated November 10, 2009. Rio Condor and Bridgeport were arm's length parties at the time of the acquisition. As consideration for the Shares, Bridgeport paid $2,100 (US$2,000) cash and issued 1,200,000 common shares (valued at $2,040,000) to the former shareholder of Rio Condor. On November 30, 2009 the Company advanced US$362,500 ($400,000) to Rio Condor to enable Rio Condor to meet its property obligations. Bridgeport also paid legal fees of $30,532 in connection with the acquisition. The Bridgeport shares were valued at $1.70 per share, which is the fair market value of the Bridgeport shares, on the date the transaction closed (December 11, 2009).

Rio Condor was a Chilean private company which owned an option to purchase an undivided interest in the Rosario-Tamara properties. Rio Condor had not commenced exploration activities on its properties at the time of acquisition and no mineral resources or reserves have been identified.

The allocation of the purchase of Rio Condor’s assets and liabilities is as follows:

Assets acquired
Cash and cash equivalents	$	7,207
Loan receivable		127,144
Exploration property interest (Note 6)		2,895,231
Loan payable and accounts payable and accrued liabilities		(532,761	)
Future income tax liability		(424,189	)
	$	2,072,632
Consideration paid
1,200,000 common shares	$	2,040,000
Cash		2,100
Acquisition costs (legal costs)		30,532
	$	2,072,632

- F-16 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

5.     Acquisition of Rio Condor Resources S.A. (continued)

This acquisition has been accounted for as an acquisition of net assets, rather than a business combination, as the net assets acquired did not represent a separate business operation. The excess of the purchase price over the net book value of the net assets acquired has been allocated to the interest in exploration property and includes the effect of recording a future income tax liability on the temporary differences arising on the transaction.

6.     Interest in exploration properties and deferred exploration expenditure

Year Ended April 30, 2011
		Nevada		McCart			Rosario
		Properties		Township			Properties
		(USA)		(Canada)			(Chile)
		(g)		(b)			(c)(d)(e)(f)			Total
Opening balance	$	-	$	263,860		$	3,576,600		$	3,840,460
Acquisition		5,175,000		-			170,855			5,345,855
Exploration		1,255,690		7,736			1,784,251			3,047,677
Option payment received		-		(100,000	)		-			(100,000	)
Write-off of exploration properties		-		-			(4,474,945	)		(4,474,945	)
Ending balance	$	6,430,690	$	171,596		$	1,056,761		$	7,659,047
Year Ended April 30, 2010
		Nevada		McCart			Rosario
		Properties		Township			Properties
		(USA)		(Canada)			(Chile)
		(g)		(b)			(c)(d)(e)(f)			Total
Opening balance	$	-	$	165,932		$	-		$	165,932
Acquisition		-		19,500			3,047,933			3,067,433
Exploration		-		78,428			528,667			607,095
Ending balance	$	-	$	263,860		$	3,576,600		$	3,840,460

- F-17 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

6.     Interest in exploration properties and deferred exploration expenditure (continued)

Year Ended April 30, 2009
		McCart		Gold Rock
		Township		Property
		(Canada)		(Canada)
		(b)		(a)			Total
Opening balance	$	-	$	135,000		$	135,000
Acquisition		5,000		-			5,000
Exploration		160,932		26,023			186,955
Write-off of exploration properties		-		(161,023	)		(161,023	)
Ending balance	$	165,932	$	-		$	165,932

(a)	Gold Rock Property Project
	Pursuant to a December 18, 2007 option agreement and subsequent amendment, the Company entered into an agreement to acquire a 100% interest in six mining claims located near Dryden, Ontario. To acquire the first 50% interest, the Company was required to:
	(i) Make a cash payment of $50,000(paid);
	(ii) Make a cash payment of $25,000 on or prior to the December 18, 2009;
	(iii) Issue 100,000 common shares of the Company or make a cash payment of $50,000 on or prior to December 18, 2009; and
	(iv) Complete of a minimum of $100,000 in exploration expenditures on or prior to December 18, 2008 (completed), and $300,000 of exploration expenditures on or prior to December 18, 2010.
	To acquire the second 50% interest, the Company was required to:
	(i) Make a cash payment of $50,000 on or prior to December 18, 2011;
	(ii) Issue 600,000 common shares of the Company or make a cash payment of $400,000 on or prior to December 18, 2011; and
	(iii) Complete a minimum of $500,000 in exploration expenditures on or prior to December 18, 2012.

As a result of poor exploration results, the Company entered into a termination agreement regarding this property and consequently, related capitalized costs were written off during the year ended April 30, 2009 and is no longer engaged in additional exploration operations on this property.

- F-18 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

6.     Interest in exploration properties and deferred exploration expenditures (continued)
(b)	McCart Township
	On November 11, 2008, the Company entered into an agreement to acquire a 100% interest in two mining claims (the “Claims”) located near McCart Township, Ontario. The Claims are subject to a 2% net smelter royalty (“NSR”). To acquire this interest, the Company is required to:

• Make a cash payment of $5,000 (paid);

• Issue 150,000 common shares of the Company (issued and valued at $19,500).

Effective July 29, 2009, the Company issued an aggregate of 150,000 common shares in partial satisfaction of its obligations to acquire 100% interest in the McCart Township Claims. The value of the 150,000 common shares was calculated by applying the unit price of $0.13 pursuant to the initial public offering of the Company.

At anytime after the commencement of commercial production, the Company has the right to purchase 1% of the 2% NSR for $1,000,000.

During the year ended April 30, 2010, the Company acquired three additional mining claims located in the same Township subject to a 1% NSR (50% of which the Company has the right to purchase for $1,000,000), for cash consideration of $nil. Subsequent to the year end, the three claims were cancelled.

On August 24, 2010, Bridgeport granted to Gondwana Gold an option to acquire up to a 70% interest in the McCart Property. Gondwana Gold may earn an initial 50% interest in the McCart Property by:

(i) making an initial cash payment to Bridgeport in the amount of $20,000 (received);

(ii) issuing an aggregate of 1,050,000 common shares (400,000 issued) to Bridgeport in tranches over a three year period; and

(iii) incurring an aggregate of $400,000 in exploration expenditures on the McCart Property in tranches over a three year period.

Gondwana Gold may earn an additional 20% interest in the McCart Property (for a total 70% interest) in the event it completes a bankable feasibility study within three years of earning its 50% interest.

On August 24, 2010, Bridgeport received $20,000 cash and 400,000 common shares of Gondwana Gold in accordance with the terms of the Agreement. The 400,000 common shares received were valued at $80,000 on August 24, 2010. As of April 30, 2011, the bid price of Gondwana Gold was $0.70 resulting in a unrealized gain of $200,000 which was recorded in other comprehensive income for the year ended April 30, 2011. At April 30, 2011, Gondwana Gold was valued at $280,000 using the bid price of the security.

- F-19 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

6.     Interest in exploration properties and deferred exploration expenditures (continued)

(c)	Trillador Property
	On July 5, 2010, the Company executed a letter of intent which provides that the Company would enter into an option agreement with an arm's length party to acquire a 100% interest in the Trillador property through its subsidiary, Rio Condor Resources S.A. ("Rio Condor"). The closing of the option agreement was to take place following a due diligence period. Under the terms of the proposed agreement with the property owners, the Company would be required to pay US$1.5 million over five years in order to acquire a 100% interest in the Trillador property. This acquisition was royalty free.
	On August 27, 2010, the Trillador letter of intent was modified, whereby US$25,000 was required on signing (paid) as an advance payment of the first installment of the option agreement price. This amendment allowed Rio Condor a 120 business day grace period. As of January 31, 2011 (“Date of Closing”) the option agreement was executed and payment of US$25,000 was made (completing the total amount of the first installment of US$50,000). The option agreement was subsequently finalized. Cash payments in the aggregate of US$1.5 million are due as follows:

		US$
Date of Closing	$	25,000	(paid) (1)
January 17, 2011		25,000	(paid) (1)
January 31, 2012		50,000
January 31, 2013		60,000
January 31, 2014		250,000
January 31, 2015		1,090,000
	$	1,500,000

⁽¹⁾ US$50,000 Canadian equivalent equals $51,795.

(d)

SOESMI Property

Pursuant to an agreement entered into on December 3, 2009, Rio Condor would have paid US$1,000,000 over three years to acquire a 100% interest in the SOESMI mining concessions, which are contiguous to the concessions comprising the Rosario Property. The SOESMI claim group was subject to a 2% NSR that may be purchased for US$1,000,000. US$75,000 ($79,020) was paid on closing. In addition, in accordance with the payment terms, a further US$50,000 ($52,590) was paid on June 3, 2010. Cash payments in the aggregate of US$1,000,000 were due as follows:

		US$
Date of signing the agreement	$	75,000	(paid)
June 3, 2010		50,000	(paid)
December 3, 2010		50,000	(not paid)
June 3, 2011		100,000	(not paid)
December 3, 2011		150,000
December 3, 2012		575,000
	$	1,000,000

- F-20 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

6.     Interest in exploration properties and deferred exploration expenditures (continued)

(d)	SOESMI Property (continued)
	During the year ended April 30, 2011, the Company has determined not to make the next option payment due in respect of the SOESMI property, and to allow its rights in respect of such property to lapse. As a result, the Company has written off all costs associated with this project in the amount of $611,352.
(e)	Simonetta Property
	Subsequent to Bridgeport’s acquisition of Rio Condor, pursuant to an agreement entered into on January 23, 2010, Rio Condor would have paid US$1,000,000 over four years to acquire a 100% interest in the Simonetta mining concessions, which are contiguous to the concessions comprising the Rosario Property. This acquisition was royalty free. US$30,000 ($30,782) was paid on closing. Cash payments in the aggregate of US$1,000,000 were due as follows:

		US$
Date of signing the agreement	$	30,000	(paid)
July 23, 2010		10,000	(paid)
January 23, 2011		65,000	(not paid)
January 23, 2012		150,000
January 23, 2013		245,000
January 23, 2014		500,000
	$	1,000,000

The Company paid $10,359 (US$10,000) during the year ended April 30, 2011 relating to the Simonetta option agreement. Subsequent to the payment, through a letter and a public deed, both dated on February 7, 2011, Rio Condor provided notice to the owner of the Simonetta property that the payment of January 23, 2011 (US$65,000) would not be made. As a result, Rio Condor's rights in respect of such property have been forfeited and costs of $554,473 associated with the project have been written-off.

(f)

Rosario Project

The Company had an option to pay US$10.4 million over a four year period to acquire a 100% interest in the properties known as the Rosario property (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions) and the Tamara property. The Rosario property is subject to a 2% NSR which may be purchased for US$2 million. Tamara is royalty free. The Company was required to pay a total commission or management fee of US$500,000 over the same four year period. The vendors of Rosario and Eliana I were entitled to excavate a total of 6,000 tons per month from the property until the last payment is made.

- F-21 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

6.     Interest in exploration properties and deferred exploration expenditures (continued)

(f)

Rosario Project (continued)

To date, the Company has focused its exploration efforts on the Rosario property, and based on the assay results, style of copper mineralization, and discontinuity of the zones, management has decided that the property does not have the size potential for the Company to make a significant copper-gold discovery of 100 million tonnes or more. Accordingly, Bridgeport has determined to terminate its rights to the Rosario, Eliana I, II and III, and Julia mining concessions, which decision was carried out by not making the November 5, 2010 property payment of US $720,000. As a result, Rio Condor's rights in respect of such properties have been forfeited and costs of $3,309,120 associated with the project have been written-off.

The Company has retained its rights to the Tamara property. During the year ended April 30, 2011, the Company paid $56,111 (US$50,000) pursuant to the agreement relating to the Tamara property. The Company is entitled to maintain its rights to the Tamara property by making the following cash payments.

		Cash payments (US$)
November 5, 2009	$	15,000	(paid)
November 5, 2010		35,000	(paid)
November 5, 2011		50,000
November 5, 2012		70,000
November 5, 2013		230,000
	$	400,000

(g)

Nevada Portfolio

On November 16, 2010, Bridgeport acquired from Fronteer Gold Inc. (“Fronteer”) a 100% interest in 10 mineral properties and a 50% leasehold interest in one property, in Nevada, USA. The properties are subject to a net smelter return royalty of up to 3%. On November 16, 2010, Bridgeport issued to Fronteer 4.5 million common shares (valued at approximately $5.2 million (see note 8(c)) in consideration of the acquisition. In addition to the properties acquired from Fronteer, Bridgeport has staked a further 156 claims adjacent to the properties and intends to continue with the land acquisition effort.

7.     Equipment

						Net Carrying		Net Carrying
						Amount		Amount
				Accumulated		April 30,		April 30,
		Cost		Amortization		2011		2010
Computer equipment	$	30,234	$	4,825	$	25,409	$	7,402
Software		315		158		157		-
Office equipment		1,788		219		1,569		328
Structures		15,567		3,207		12,360		13,410
Machinery and equipment		5,057		1,650		3,407		4,867
Total	$	52,961	$	10,059	$	42,902	$	26,007

- F-22 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

8.     Capital stock

Authorized - Unlimited common shares

Issued

	Number of
	Common
	Shares		Amount
Balance, April 30, 2008 and 2009	7,895,000	$	367,100
Issued for exploration property interest (Note 6(b))	150,000		19,500
Initial public offering, net of costs (a)	6,180,000		634,955
Private placement, net of costs (b)	12,590,000		8,722,037
Acquisition of Rio Condor Resources S.A. (Note 5)	1,200,000		2,040,000
Exercise of warrants	21,000		13,500
Fair value of exercise of warrants	-		1,875
Balance, April 30, 2010	28,036,000	$	11,798,967
Public offering, net of costs (d)	17,250,000		13,885,090
Acquisition of mineral properties (c)	4,500,000		5,175,000
Exercise of warrants	793,600		452,600
Fair value of warrants exercised	-		100,144
Step-up warrants issued (Note 10)	-		(47,300	)
Balance, April 30, 2011	50,579,600	$	31,364,501

(a)

The Company completed its initial public offering on October 7, 2009 pursuant to which it issued an aggregate of 6,000,000 units at a price of $0.20 per unit to raise aggregate gross proceeds of $1,200,000 as per the final prospectus dated September 25, 2009. Each unit consisted of one common share of Bridgeport and one warrant. Each warrant entitles the holder thereof to acquire one additional common share of Bridgeport at an exercise price of $0.50 until October 7, 2014. The agent in the offering received an aggregate of 420,000 compensation warrants, each such compensation warrant entitling the agent to acquire one unit with the same terms as those issued in the initial public offering at an exercise price of $0.20 per unit until April 7, 2011. The agent elected to receive an aggregate of 180,000 units in satisfaction of $36,000 of commission to which it was entitled in connection with the offering, with the balance of the commission in the amount of $48,000 paid in cash. The aggregate proceeds raised of $1,236,000 were offset by the Black-Scholes value of the warrants issued of $432,600 and share issuance costs of $168,445.

(b)

On December 1, 2009, Bridgeport completed its non-brokered private placement financing, pursuant to which it issued an aggregate of 12,590,000 units at a price of $1.00 per unit to raise aggregate gross proceeds of $12,590,000. Each unit consisted of one common share of Bridgeport and one warrant. Each warrant entitles the holder to acquire one additional common share of Bridgeport until December 1, 2012 at an exercise price of $1.50 per share. The aggregate proceeds raised of $12,590,000 were offset by the Black-Scholes value of the warrants issued of $3,399,300 and share issuance costs of $468,663.

- F-23 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

8.     Capital stock (continued)

(b)	(continued) In connection with the private placement, Bridgeport paid fees in the aggregate amount of $503,400 to certain qualified registrants assisting in the offering, and issued an aggregate of 521,200 compensation warrants to such persons. Each compensation warrant entitles the holder to acquire one common share of Bridgeport at an exercise price of $1.00 per share for a period of one year from the date of issuance.
	The Chairman of the Company subscribed for 1 million units at a price of $1.00 per unit. A former director of the Company subscribed for 100,000 units at a price of $1.00 per unit and a trust he controls subscribed for 50,000 units at a price of $1.00 per unit.
(c)	On November 15, 2010, Bridgeport issued to Fronteer 4.5 million common shares at $1.15 per share based on the market value of the shares at the time of issue, in consideration of the acquisition of certain Nevada properties Note 6(g).
(d)	On December 20, 2010 and January 7, 2011, the Company closed a public offering (the "Offering") and over allotment of 15,000,000 and 2,250,000 units ("Units"), respectively, of the Company at a price of $1.00 per Unit for cash consideration of $17,250,000. In connection with the Offering, the underwriters were paid a 6% agency fee totaling $1,035,000. Share issuance costs of $326,783 were incurred in relation to the Offering. Each Unit consisted of one common share of the Company and one-half of one common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional common share of the Company at an exercise price of $1.40 until December 20, 2010.
	The grant date fair value of $1,805,000 was assigned to the 8,625,000 Warrants issued as part of Offering as estimated by using a fair value market technique incorporating the Black-Scholes option valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 66%, risk-free rate of return of 1.62% and an expected maturity of 2 years. In addition, 1,035,000 compensation warrants ("Compensation Warrants") were issued to the underwriters. Each Compensation Warrant is exercisable into a unit for $1.00 with each unit comprised of one common share and one-half of one Warrant. The grant date fair value of $380,428 was assigned to the Compensation Warrants using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 66%, risk-free rate of return of 1.62% and an expected maturity of 2 years.

- F-24 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options

(a)	Stock option plan
	The shareholders of the Company approved the stock option plan on December 18, 2007. Up to such number of common shares as is equal to 10% of the aggregate number of common shares issued and outstanding from time to time may be reserved for issue upon the exercise of options granted pursuant to the stock option plan.
	The purpose of the stock option plan is to attract, retain and motivate directors, officers, employees and other service providers by providing them with the opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. The options are non-assignable and may be granted for a term not exceeding five years.
	Stock options may be granted under the stock option plan only to directors, officers, employees and other service providers subject to the rules and regulations of applicable regulatory authorities and any Canadian stock exchange upon which the common shares may be listed or may trade from time to time. The total number of common shares which may be reserved for issuance to any one individual under the stock option plan within any one year period shall not exceed 5% of the outstanding issue. The maximum number of common shares which may be reserved for issuance to insiders under the stock option plan, any other employer stock option plans or options for services, shall be 10% of the common shares issued and outstanding at the time of the grant (on a non-diluted basis).
	The maximum number of common shares which may be issued to insiders under the stock option plan, together with any other previously established or proposed share compensation arrangements, within any one year period shall be 10% of the outstanding issue. The maximum number of common shares which may be issued to any one insider and his or her associates under the stock option plan, together with any other previously established or proposed share compensation arrangements, within a one year period shall be 5% of the common shares outstanding at the time of the grant (on a non-diluted basis).
	The maximum number of stock options which may be granted to any one consultant under the stock option plan, any other employer stock options plans or options for services, within any 12 month period, must not exceed 2% of the common shares issued and outstanding at the time of the grant (on a non-diluted basis). The maximum number of stock options which may be granted to any persons performing investor relations services under the stock option plan, any other employer stock options plans or options for services, within any 12 month period must not exceed, in the aggregate, 2% of the common shares issued and outstanding at the time of the grant (on a non-diluted basis).
	The exercise price of options issued may not be less than the fair market value of the common shares at the time the option is granted, less any allowable discounts.

- F-25 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options (continued)

(a)	Stock option plan (continued)
	The following table reflects the continuity of stock options for the years ended April 30, 2011, 2010 and 2009:

			Weighted Average
	Number of		Exercise Price
	Stock Options		($)
Balance, April 30, 2008 and 2009	-		-
Granted (1)(2)(3)(4)(5)(6)(7)(8)(9)	2,400,000		1.21
Balance, April 30, 2010	2,400,000		1.21
Granted (10)(11)(12)(13)(14)	2,340,000		1.01
Forfeited	(75,000	)	2.10
Expired	(100,000	)	2.40
Balance, April 30, 2011	4,565,000		1.06

(1)	On August 20, 2009, the Company granted 700,000 stock options to officers and directors of the Company exercisable for one common share each at a price of $0.35 per share for a five-year period. These stock options vested immediately. The grant date fair value of $56,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6% and an expected maturity of 5 years. For the year ended April 30, 2011 $nil (2010 - $56,000 and 2009 - $nil) was expensed to stock-based compensation.
(2)	On November 12, 2009, the Company granted 200,000 stock options to a director of the Company pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.20 per share for a five-year period expiring on November 12, 2014. The options vest as to one-third on the date of grant and one-third each on the first and second anniversaries of the date of grant. The grant date fair value of $172,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 93%, risk-free rate of return of 2.7% and an expected maturity of 5 years. For the year ended April 30, 2011, $59,454 (2010 - $97,153 and 2009 - $nil) was expensed to stock-based compensation.
(3)	On November 17, 2009, the Company granted 250,000 stock options to a consultant of the Company pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.20 per share for a period of five years expiring on November 17, 2014. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $205,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 93%, risk-free rate of return of 2.6% and an expected maturity of 5 years. For the year ended April 30, 2011, $71,797 (2010 - $114,388 and 2009 - $nil) was expensed to stock-based compensation.

- F-26 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options (continued)

(a)	Stock option plan (continued)
	(4)	On December 8, 2009, the Company granted 300,000 options to a director of the Company pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.40 per share for a period of five years expiring on December 7, 2014. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $300,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 92%, risk-free rate of return of 2.5% and an expected maturity of 5 years. For the year ended April 30, 2011, $110,822 (2010 - $158,767 and 2009 - $nil) was expensed to stock-based compensation.
	(5)	On December 8, 2009, the Company granted 525,000 options to consultants of the Company pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.40 per share for a period of five years expiring on December 7, 2014. As of April 30, 2011, 500,000 options remain outstanding. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $525,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 92%, risk-free rate of return of 2.5% and an expected maturity of 5 years. For the year ended April 30, 2011, $189,612 (2010 - $275,685 and 2009 - $nil) was expensed to stock-based compensation.
	(6)	On January 11, 2010, the Company granted 250,000 stock options to a director pursuant to the Company's stock option plan, exercisable for one common share each at a price of $2.15 per share for a period of five years expiring on January 11, 2015. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $379,750 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 90%, risk-free rate of return of 2.7% and an expected maturity of 5 years. For the year ended April 30, 2011, $152,073 (2010 - $183,285 and 2009 - $nil) was expensed to stock-based compensation.
	(7)	On January 25, 2010, the Company granted 100,000 stock options to a consultant pursuant to the Company's stock option plan, exercisable for one common share each at a price of $2.40 per share for a period of five years expiring on January 25, 2015. As of April 30, 2011, nil options remain outstanding. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $167,900 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 89%, risk-free rate of return of 2.5% and an expected maturity of 5 years. For the year ended April 30, 2011, $34,117 (2010 - $77,817 and 2009 - $nil) )was expensed to stock-based compensation.
	(8)	On February 1, 2010, the Company granted 25,000 stock options to an employee pursuant to the Company's stock option plan, exercisable for one common share each at a price of $2.40 per share for a period of five years expiring on February 1, 2015. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $45,150 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 89%, risk-free rate of return of 2.47% and an expected maturity of 5 years. For the year ended April 30, 2011, $18,947 (2010 - $20,493 and 2009 - $nil) was expensed to stock-based compensation.

- F-27 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options (continued)

(a)	Stock option plan (continued)
	(9)	On March 10, 2010, the Company granted 50,000 stock options to a consultant pursuant to the Company's stock option plan, exercisable for one common share each at a price of $2.45 per share for a period of five years expiring on March 10, 2015. As of April 30, 2011, nil options remain outstanding. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $84,750 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 87%, risk-free rate of return of 2.81% and an expected maturity of 5 years. During the year ended April 30, 2011, 33,333 of these stock options were forfeited. For the year ended April 30, 2011, ($5,920) (2010 - $34,171 and 2009 - $nil) was reflected as a reversal to stock-based compensation.
	(10)	On September 23, 2010, the Company granted 400,000 stock options to an officer pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.05 per share for a period of five years expiring on September 23, 2015. The options vest as to one-third on the date of grant and one-third on each of the first and second anniversaries of the date of grant. The grant date fair value of $273,600 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 81%, risk-free rate of return of 2.11% and an expected maturity of 5 years. For the year ended April 30, 2011, $172,227 (2010 - $nil and 2009 - $nil) was expensed to stock-based compensation.
	(11)	On December 21, 2010, the Company granted 1,600,000 stock options to an officer pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on December 21, 2015. The options vest as to one-third on the date of grant and one-third on each of the first and second anniversaries of the date of grant. The grant date fair value of $940,800 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 77%, risk-free rate of return of 2.17% and an expected maturity of 5 years. For the year ended April 30, 2011, $481,064 (2010 - $nil and 2009 - $nil) was expensed to stock-based compensation.
	(12)	On January 7, 2011, the Company granted 250,000 stock options to a director pursuant to the Company's stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on January 7, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $116,500 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 76%, risk-free rate of return of 2.24% and an expected maturity of 5 years. For the year ended April 30, 2011, $56,859 (2010 - $nil and 2009 - $nil) was expensed to stock-based compensation.
	(13)	On March 15, 2011, the Company granted 35,000 options at $0.85 to an employee of the Company with an expiry date of March 15, 2016. The options shall vest as to 1/3 on the date of grant and 1/3 after the first and second anniversaries of the date of grant. The grant date fair value of $11,375 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.22% and an expected maturity of 5 years. For the year ended April 30, 2011, $4,508 (2010 - $nil and 2009 - $nil) was expensed to stock-based compensation.

- F-28 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options (continued)

(a)	Stock option plan (continued)
	(14)	On March 15, 2011, the Company granted 55,000 options at $1.00 to employees of the Company with an expiry date of March 15, 2016. The options shall vest as to 1/3 on the date of grant and 1/3 after the first and second anniversaries of the date of grant. The grant date fair value of $16,720 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.22% and an expected maturity of 5 years. For the year ended April 30, 2011, $6,626 (2010 - $nil and 2009 - $nil) was expensed to stock-based compensation.
	(15)	During the year ended April 30, 2011, the expiry date of 200,000 fully vested options granted on August 20, 2009 to a former director was modified. The expiry date changed from August 20, 2014 to January 7, 2012. The former director resigned and became a consultant.
		The weighted average fair value of the total options granted during the year ended April 30, 2011 on the grant date was $0.58 (2010 - $0.81).
		As at April 30, 2011, the Company had the following stock options outstanding and exercisable:

			Weighted average
			remaining contractual
Number of	Exercisable		life (years) for
stock	stock	Exercise	number of stock	Expiry
options	options	price ($)	options granted	date
200,000	200,000	0.35	0.69	January 7, 2012
500,000	500,000	0.35	3.31	August 20, 2014
200,000	133,333	1.20	3.54	November 12, 2014
250,000	166,667	1.20	3.55	November 17, 2014
300,000	200,000	1.40	3.61	December 7, 2014
500,000	333,333	1.40	3.61	December 7, 2014
250,000	166,667	2.15	3.70	January 11, 2015
25,000	16,667	2.40	3.76	February 1, 2015
400,000	133,333	1.05	4.40	September 23, 2015
1,600,000	533,333	1.00	4.65	December 21, 2015
250,000	83,333	1.00	4.69	January 7, 2016
35,000	11,667	0.85	4.88	March 15, 2016
55,000	18,333	1.00	4.88	March 15, 2016
4,565,000	2,496,666	1.06	3.97

The weighted average exercise price of exercisable stock options as at April 30, 2011 is $1.02 (2010 - $0.89) .

- F-29 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

9.     Stock options (continued)

(b)

Other stock-based compensation arrangements

During the year ended April 30, 2011, a significant shareholder of the Company, and a significant shareholder who is also a director and Chairman of the Company, granted an aggregate of 1,000,000 options to an officer of the Company to acquire certain of their holdings of common shares of the Company at an exercise price of $1.00 per share until September 29, 2015. These options were to vest as to one-third on March 29, 2011, one-third on September 29, 2011 and one-third on September 29, 2012. The grant date fair value of $729,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 80%, risk-free rate of return of 1.79%, and an expected maturity of 5 years. On December 21, 2010, the options were cancelled and $nil was expensed as stock based compensation in the year ended April 30, 2011.

10.     Warrants

The following table reflects the continuity of warrants for the years ended April 30, 2011, 2010 and 2009:

			Grant date
	Number of		fair value
	Warrants		($)
Balance, April 30, 2008 and 2009	-		-
Granted (i)(ii)(iii)(iv)(v)	19,711,200		3,681,375
Exercised	(21,000	)	(1,875	)
Balance, April 30, 2010	19,690,200		3,679,500
Granted (Note 8(d))	9,660,000		2,003,127
Step-up warrants issued (vi)(vii)(viii)	420,000		47,300
Exercised	(793,600	)	(100,144	)
Expired	(151,600	)	(25,772	)
Balance, April 30, 2011	28,825,000		5,604,011

(i)	The grant date fair value of $420,000 was assigned to the 6,000,000 warrants issued as part of the initial public offering unit described in Note 8(a) as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6% and an expected maturity of 5 years. Issue costs associated with the warrant issue amounted to $101,247.
(ii)	The grant date fair value of $12,600 was assigned to the 180,000 warrants issued to the agent described in Note 8(a) as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6% and an expected maturity of 5 years. Issue costs associated with the warrant issue amounted to $2,341.
(iii)	The grant date fair value of $37,800 was assigned to the 420,000 compensation warrants described in Note 8(a) as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 100%, risk-free rate of return 1.28% and an expected maturity of 1.5 years.

- F-30 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

10.     Warrants (continued)

(iv)	The grant date fair value of $3,399,300 was assigned to 12,590,000 warrants described in Note 8(b) as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 83%, risk-free rate of return 1.5% and an expected maturity of 3 years. Issue costs associated with the warrant issue amounted to $173,341.
(v)	The grant date fair value of $88,604 was assigned to 521,200 warrants described in Note 8(b) as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 83%, risk-free rate of return 1.13% and an expected maturity of 1 year.
(vi)	On January 31, 2011, 210,000 warrants with an exercise price of $0.20 and expiry date of April 7, 2011 were exercised into common shares and warrants for cash proceeds of $42,000. As a result, 210,000 additional warrants were issued with an exercise price of $0.50 and an expiry date of October 7, 2014. The grant date fair value of $24,100 was assigned to the 210,000 warrants as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 73%, risk-free rate of return of of 1.84% and an expected maturity of 3.68 years.
(vii)	On February 24, 2011, 100,000 broker warrants with an exercise price of $0.20 and expiry date of April 7, 2011 were exercised into common shares and warrants for cash proceeds of $20,000. As a result, 100,000 additional warrants were issued from the step up feature of the units with an exercise price of $0.50 and expiry date of October 7, 2014. The grant date fair value of $11,300 was assigned to the 100,000 warrants as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.36% and an expected maturity of 3.62 years.
(viii)	On April 6, 2011, 110,000 broker warrants with an exercise price of $0.20 per unit and expiry date of April 7, 2011 were exercised into common shares and warrants for cash proceeds of $22,000. As a result, 110,000 warrants were issued from the step up feature of the units with an exercise price of $0.50 and expiry date of October 7, 2014. The grant date fair value of $11,900 was assigned to the 110,000 warrants as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.51% and an expected maturity of 3.51 years.

- F-31 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

10.     Warrants (continued)

As at April 30, 2011, the Company had the following warrants outstanding:

			Grant date
Number of	Exercise		fair	Expiry
Warrants	Price ($)		Value ($)	Date
6,575,000	0.50	$	374,925	October 7, 2014
12,590,000	1.50		3,225,959	December 1, 2012
8,625,000	1.40		1,622,699	December 20, 2012
1,035,000(1)	1.00		380,428	December 20, 2012
28,825,000	1.22	$	5,604,011

(1)	Each exercisable to acquire one unit, each unit consisting of one common share and one-half of one warrant exercisable to acquire one additional common share at an exercise price of $1.40 until December 20, 2012.
The weighted average remaining contractual life of outstanding warrants as at April 30, 2011 is 2.03 years.

11.     Income taxes

a)	Provision for Income Taxes
	Major items causing the Company’s income tax rate to differ from the Canadian statutory rate of approximately 30.8% (2010 – 33% and 2009 – 33.3%) were as follows:

		2011			2010			2009
(Loss) before income taxes	$	(7,742,503	)	$	(1,993,398	)	$	(172,452	)
Expected income tax benefit based on statutory rate		(2,329,200	)		(651,200	)		(57,500	)
Change in expected future tax rate		-			84,000			8,900
Differences in tax rates and other		714,200			-			-
Non deductible stock-based compensation		338,000			332,500			-
Others		411,911			28,700			-
Share issue cost		(340,000	)		(187,900	)		-
Tax benefit not recognised		755,900			378,700			-
Future income tax (recovery)	$	(449,189	)	$	(15,200	)	$	(48,600	)

- F-32 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

11.     Income taxes (continued)

b)	Future Tax Balances
	The tax effects of temporary differences that give rise to future income tax assets and liabilities in Canada and Chile approximate the following:

		2011			2010			2009
Future income tax assets (liabilities)
Property and equipment	$	(3,200	)	$	-		$	-
Deferred exploration expenditures		12,200			(446,289	)		(18,100	)
Non-capital losses		730,000			239,000			1,200
Share issuance costs		395,600			161,800			1,700
Future income tax (liabilities)		1,134,600			(45,489	)		(15,200	)
Valuation allowance for future tax (i)		(1,134,600	)		(378,700	)		-
Net future tax (liability)	$	-		$	(424,189	)	$	(15,200	)

	(i)	The Company has provided a valuation allowance for future tax assets to the extent that it is not more likely than not that they will be realized.
c)	Tax Loss Carry-Forwards
	The Company has approximately $2,019,000 of non-capital losses in Canada, $292,898 of non-capital losses in Chile and $118,268 in US, which can be used to reduce taxable income in future years and expire in the following years:

		Canada		Chile		US
2028	$	2,000	$	-	$	-
2029		3,000		-		-
2030		844,000		-		-
2031		1,170,000		-		118,268
Indefinite		-		292,898		-
Total	$	2,019,000	$	292,898	$	118,268

The Company also has approximately $7,400,000 of cumulative exploration and development expenditure pools in Canada and $3,047,000 of expenditure pools in Chile which may, in certain circumstances be used to reduce taxable income in future years.

- F-33 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

12.     Related party transactions

The Company had the following related party transactions during the years ended April 30, 2011, 2010 and 2009:

(a)	During the year ended April 30, 2011, the Company paid consulting fees of $nil (2010 - $21,000 and 2009 - $nil) to a corporation that is beneficially controlled by the former Chief Executive Officer of Bridgeport. The former Chief Executive Officer of Bridgeport is the President and a director of the associated company. These costs are reflected in management fees in the consolidated statements of operations.
(b)	For the year ended April 30, 2011, the Company paid $40,000 (2010 - $36,000 and 2009 - $nil) to Marrelli Support Services Inc. ("MSSI") for the services of Carmelo Marrelli to act as Chief Financial Officer of the Company. These costs are reflected in management fees in the consolidated statements of operations. Carmelo Marrelli is the President of MSSI. As at April 30, 2011, MSSI was owed $12,562 (2010 - $12,226) and this amount was included in accounts payable and accrued liabilities.
(c)	For the year ended April 30, 2011, the Company paid $10,696, (2010 - $5,637 and 2009 - $nil) to DSA Corporate Services Inc. ("DSA"), a firm providing corporate secretarial services to Bridgeport. Carmelo Marrelli, the Chief Financial Officer of the Company is the secretary of DSA. These costs are reflected in professional fees in the consolidated statements of operations. As at April 30, 2011, DSA was owed $989 (2010 - $919) and this amount was included in accounts payable and accrued liabilities.
(d)	During the year ended April 30, 2011, the Company paid management consulting fees of $65,625, (2010 - $37,500 and 2009 - $nil) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman of the Company. H.R. Snyder Consultants is controlled by Hugh Snyder. Of this amount, $45,313 (2010 - $37,500 and 2009 - $nil) is reflected in management fees and $20,312 (2010 - $nil and 2009 - $nil) is reflected in general and administrative expenses in the consolidated statements of operations.
(e)	During the year ended April 30, 2011, the Company paid engineering consulting fees of $54,500, (2010 - $18,333 and 2009 - $nil) to a director of the Company. Of this amount, $26,250 (2010 - $18,333 and 2009 - $nil) is reflected in professional fees and $23,250 (2010 - $nil and 2009 - $nil) is reflected in general and administrative expenses in the consolidated statements of operations. As at April 30, 2011, the director was owed $2,260 (2010 - $nil) and this amount was included in accounts payable and accrued liabilities.
(f)	During the year ended April 30, 2011, the Company paid/accrued geological consulting fees of $nil (2010 - $11,340 and 2009 - $nil) to a company that is controlled by a director of Bridgeport. These costs are included in interests in mineral properties and deferred exploration expenditures for the Rosario properties on the consolidated balance sheet.
	The above transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The amounts due to related parties as disclosed above are unsecured, non-interest bearing and due on demand.
(g)	See Note 9(b).
(h)	See Note 8(b)

- F-34 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

13.     Supplemental information

	2011	2010	2009
	$	$	$
Common shares issued pursuant to the McCart Township property agreement (Note 6(b))	-	19,500	-
Common shares issued pursuant to acquisition of Rio Condor Resources S.A.(Note 5)	-	2,040,000	-
Common shares issued pursuant to acquisition of Nevada properties (Note 6(g))	5,175,000	-	-
Units issued in exchange for commission (Note 8(a))	-	36,000	-
Warrants issued as share issuance costs (Note 8(d))	380,428	126,404	-
Value of warrants exercised	100,144	1,875	-
Value of warrants expired (Note 10)	25,772	-	-
Gondwana common shares received pursuant to the Agreement (Note 6(b))	80,000	-	-
Change in accrued exploration property expenditures	753,208	17,578	-

As at April 30, 2011, cash and cash equivalents consisted of a bank overdraft of $365,965 and cash equivalents of $23,236,859. Cash equivalents consist of high interest savings accounts and certificates of deposit at select Canadian financial institutions as at April 30, 2011.

As at April 30, 2010, cash and cash equivalents consisted of cash of $981,301 and cash equivalents of $10,156,081.

As at April 30, 2009, cash and cash equivalents consisted of cash of $103,784.

- F-35 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

14.     Segmented information

April 30, 2011		Canada		Chile			United States		Total
Cash and cash equivalents	$	22,861,023	$	(1,828	)	$	11,699	$	22,870,894
Amounts receivable and prepaids		82,633		231,808			14,196		328,637
Short term investment		280,000		-			-		280,000
		23,223,656		229,980			25,895		23,479,531
Interest in exploration property and deferred exploration expenditures		171,596		1,056,761			6,430,690		7,659,047
Equipment		23,297		19,605			-		42,902
	$	23,418,549	$	1,306,346		$	6,456,585	$	31,181,480

April 30, 2010		Canada		Chile		United States		Total
Cash and cash equivalents	$	11,027,755	$	109,627	$	-	$	11,137,382
Amounts receivable and prepaids		96,681		33,661		-		130,342
		11,124,436		143,288		-		11,267,724
Interest in exploration property and deferred exploration expenditures		263,860		3,576,600		-		3,840,460
Equipment		5,156		20,851		-		26,007
	$	11,393,452	$	3,740,739	$	-	$	15,134,191

April 30, 2009		Canada		Chile		Total
Cash and cash equivalents	$	103,784	$	-	$	103,784
Amounts receivable and prepaids		9,405		-		9,405
		113,189		-		113,189
Interest in exploration property and deferred exploration expenditures		165,932		-		165,932
	$	279,121	$	-	$	279,121

15.     Commitments and contingencies

(a)

The Company’s mining and exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

(b)

Note 6(c) and (f)

- F-36 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

16. Subsequent events

(i)	On May 20, 2011, Bridgeport decided to terminate its rights to the Rosario, Eliana, and Julia property blocks and did not make the May 20, 2011 property payment of US$720,000. Bridgeport will retain its rights to the Trillador and Tamara properties which are subject to property payments totaling approximately US$100,000 due towards the end of fiscal 2012.
(ii)	On June 8, 2011, the Company granted 5,000 stock options to an employee pursuant to the Company's stock option plan, exercisable for one common share each at a price of $0.85 per share for a period of five years expiring on June 8, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant.
(iii)	On June 8, 2011, the Company granted 50,000 stock options to a consultant pursuant to the Company's stock option plan, exercisable for one common share each at a price of $0.85 per share for a period of five years expiring on June 8, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant.
(iv)	On July 19, 2011, the Company entered into an option agreement (the "Option Agreement") with Orsa Ventures Corp. (“Orsa”) whereby Orsa can earn a 51 per cent interest in Bridgeport’s Ashby Gold Property in Nevada through phased exploration expenditures, share payments and a cash payment to Bridgeport. Pursuant to the terms of the Option Agreement, Orsa has the option (the "First Option") to earn up to a 49% interest in the Ashby Property by:
	a.	issuing to Bridgeport or its nominee an aggregate of 100,000 common shares of Orsa within three business days of receipt by Orsa of the approval of the TSX Venture Exchange to the Option Agreement;
	b.	incurring an aggregate of $150,000 of exploration expenditures on the Ashby Property within one year of the date of the Option Agreement; and
	c.	incurring $300,000 of cumulative exploration expenditures on the Ashby Property within two years of the date of the Option Agreement.
	If Orsa exercises the First Option and acquires a 49% interest in the Ashby Property, it will have the option (the "Second Option") to acquire a further 2% interest in the Ashby Property (for an aggregate 51% interest) by paying Bridgeport $100,000 in cash and issuing to Bridgeport common shares having an aggregate value of $100,000 within a 90 day period.
	Following the exercise of the First Option, and if applicable, the Second Option, Orsa and Bridgeport will form a joint venture for further exploration and development of the Ashby Property. If Orsa has exercised the Second Option, it will hold a 51% interest in the joint venture and will be the operator of the joint venture. If Orsa has not exercised the Second Option, Orsa will hold a 49% interest in the joint venture and Bridgeport will become the operator.
	The Option Agreement remains subject to the approval of the TSX Venture Exchange.

- F-37 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

17.     Differences between Canadian and US Generally Accepted Accounting Principles

(a)	The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States as follows:
	(i) Exploration expenditures
	Under Canadian GAAP, acquisition costs of mineral interests and exploration expenditures may be capitalized. Under US GAAP, exploration costs are expensed as incurred. When proven and probable reserves are determined for a property and a feasibility study is prepared, then subsequent development costs of the property would be capitalized. The capitalized costs of such properties are measured periodically for recoverability of carrying values.
	(ii) Development stage company
	Pursuant to US GAAP, the Company would be subject to the disclosure requirements applicable to a development stage enterprise as the Company is devoting its efforts to establishing commercially viable mineral properties.
	(iii) Income taxes
	Under Canadian GAAP, future tax assets and liabilities are recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets and liabilities are recorded at enacted rates. There were no significant differences between enacted and substantively enacted rates for the periods presented.
	U.S. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements, uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not file a return in a particular jurisdiction). Under the guidance, the financial statements will reflect expected future tax consequences of such positions presuming the taxing authorities’ full knowledge of the position and all relevant facts, but without considering time value. The guidance also revises disclosure requirements and introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax benefits. Management has evaluated the adoption of the guidance for purposes of this reconciliation and has determined there is no impact.

- F-38 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

17.     Differences between Canadian and US Generally Accepted Accounting Principles (continued)

(a)	(continued) The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States as follows:
	(iv) Flow-through shares
	Under Canadian income tax legislation, a company is permitted to issue flow-through shares whereby the Company agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. Under U.S. GAAP, the proceeds from issuance of these shares are allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of a deferred tax liability and the liability recognized on issuance. The 4,000,000 flow-through shares issued in the December 2007 private placement were issued at the same price as the 3,395,000 non-flow-through shares issued pursuant to the same private placement and therefore proceeds of $nil were allocated to the sale of tax benefits relating to the flow-through shares.

Consolidated Balance Sheets
As at April 30,		2011			2010			2009
Assets
Canadian GAAP	$	31,181,480		$	15,134,191		$	279,121
Cumulative exploration adjustment (Note 17 (a)(i))		(2,036,967	)		(768,027	)		(160,932	)
US GAAP	$	29,144,513		$	14,366,164		$	118,189
As at April 30,		2011			2010			2009
Future income tax liabilities
Canadian GAAP	$	-		$	424,189		$	15,200
Cumulative income tax adjustment		-			(89,900	)		(15,200	)
US GAAP	$	-		$	334,289		$	-
As at April 30,		2011			2010			2009
Capital stock
Canadian GAAP	$	31,364,501		$	11,798,967		$	367,100
Flow-through share adjustment (Note 17 (a)(iv))		69,600			69,600			69,600
US GAAP	$	31,434,101		$	11,868,567		$	436,700

- F-39 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

17.     Differences between Canadian and US Generally Accepted Accounting Principles (continued)

(a) (continued) The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States as follows:

As at April 30,		2011			2010			2009
Deficit
Canadian GAAP	$	(9,404,617	)	$	(2,111,303	)	$	(133,105	)
Cumulative exploration adjustment (Note 17 (a)(i))		(2,036,967	)		(768,027	)		(160,932	)
Flow-through share adjustment (Note 17 (a)(iv))		(69,600	)		20,300			(54,400	)
US GAAP	$	(11,511,184	)	$	(2,859,030	)	$	(348,437	)

Consolidated Statements of Operations and Comprehensive Loss

For the year ended April 30,		2011			2010			2009
Net (loss) and comprehensive (loss) under Canadian GAAP	$	(7,118,314	)	$	(1,978,198	)	$	(123,852	)
Exploration adjustment (Note 17 (a)(i))		(1,268,940	)		(607,095	)		(75,932	)
Future tax recovery (provision)		(89,873	)		74,700			(9,450	)
Net loss and comprehensive loss under US GAAP	$	(8,477,127	)	$	(2,510,593	)	$	(209,234	)
Basic and diluted loss per share
- US GAAP	$	(0.24	)	$	(0.15	)	$	(0.03	)

- F-40 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

17.     Differences between Canadian and US Generally Accepted Accounting Principles (continued)

(a) (continued) The Company’s accounting principles generally accepted in Canada differ from accounting principles generally accepted in the United States as follows:

Consolidated Statements of Cash Flows

For the year ended April 30		2011			2010			2009
Cash flows from operating activities under Canadian GAAP	$	(2,136,019	)	$	(933,193	)	$	5,411
Exploration expenditures (Note 17 (a)(i))		(2,294,469	)		(607,095	)		(186,955	)
Cash flows from operating activities under US GAAP	$	(4,430,488	)	$	(1,540,288	)	$	(181,544	)

For the year ended April 30		2011			2010			2009
Cash flows from investing activities under Canadian GAAP	$	(2,471,286	)	$	(1,085,076	)	$	(191,955	)
Exploration expenditures (Note 17 (a)(i))		2,294,469			607,095			186,955
Cash flows from investing activities under US GAAP	$	(176,817	)	$	(477,981	)	$	(5,000	)

- F-41 -

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Notes to Consolidated Financial Statements

Years Ended April 30, 2011, 2010 and 2009

(Expressed in Canadian Dollars)

17.     Differences between Canadian and US Generally Accepted Accounting Principles (continued)

(b) Recent United States GAAP pronouncements

• In January 2010, the FASB issued ASU No. 2010-06 (“ASU 2010-06”) applicable to FASB ASC 820-10, Fair Value Measurements and Disclosures. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard will not impact the Company’s consolidated results of operations, cash flows or financial position.

• In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASU 2010-09”), which amends ASC Topic 855 (“ASC 855”) to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The amendments in ASU 2010-09 remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements or results of operations.

• In April 2010, the FASB issued ASU 2010-13, Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (“ASU 2010-13”). ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.
  

- F-42 -
 

EX-99.16

 Exhibit 99.16

BRIDGEPORT VENTURES INC.
(An Exploration Stage Enterprise)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED APRIL 30, 2011

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Introduction

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Bridgeport Ventures Inc. (the “Corporation”) constitutes management’s review of the factors that affected the Corporation’s financial and operating performance for the year ended April 30, 2011. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Corporation for the year ended April 30, 2011, together with the notes thereto, as well as the audited annual consolidated financial statements for the years ended April 30, 2010 and 2009, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The audited annual consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) for financial reporting. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. Information contained herein is presented as at July 25, 2011, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the board of directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Corporation’s common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Corporation and its operations can be obtained from the offices of the Corporation or on SEDAR at www.sedar.com.

(Note – all references to “US” mean United States dollars).

Special Note Regarding Forward-Looking Information

This MD&A contains “forward-looking information” (also referred to as “forward-looking statements”) which may include, but is not limited to, statements with respect to the future financial or operating performance of the Corporation and its projects; the focus of capital expenditures; the Corporation’s goal of creating shareholder value by concentrating on the acquisition and exploration of properties that have the potential to contain economic gold or copper deposits; the Corporation’s proposed exploration programs on the Nevada Portfolio properties (as defined herein), including without limitation the completion of planned work programs and the ability of the Corporation to complete such planned work programs in accordance with proposed budgets; the Corporation’s exploration options with respect to the Tamara and Trillador Properties; the Corporation’s planned field activities for the Nevada Portfolio and expectation that such activities will be completed by August 31, 2011; the Corporation’s principal focus in fiscal 2012 of exploring and, if warranted, developing the Nevada Portfolio properties and the remaining Rio Condor Properties (as defined herein); the Corporation’s anticipation that expenditures on the Nevada Portfolio will be $5 million; the Corporation’s budget for fiscal 2012; the Corporation’s expectation that it has capital sufficient to fund its operations through April 30, 2012; the future price of gold or copper; management’s outlook regarding future trends; the purchase, sale or development of exploration properties; exploration and acquisition plans; the Corporation’s acquisition strategy; the criteria to be considered in connection therewith and the benefits to be derived therefrom; the emergence of accretive growth opportunities; the Corporation’s ability to benefit from the combination of growth opportunities and the ability to grow through the capital markets; treatment under governmental regulatory regimes and tax laws; the performance characteristics of the Corporation’s mineral resource properties; title disputes or claims; and realization of the anticipated benefits of acquisitions. Often, but not necessarily always, the use of words such as “anticipate”, “believe”, “plan”, “estimates”, “expect”, “intend”, “budget”, “scheduled”, “forecasts” and similar expressions have been used to identify these forward-looking statements or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. These statements reflect management’s current beliefs and are based on information currently available to management. Except for statements of historical fact relating to the Corporation, information contained herein constitutes forward-looking statements, including any information as to the Corporation’s strategy, plans or financial or operating performance. Forward-looking statements involve significant risks, uncertainties and assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include risks related to general economic conditions in Canada, the United States, Chile and globally; the Corporation’s ability to meet its working capital needs in the short and long term; environmental liability; industry conditions, including fluctuations in the price of gold, copper and other metals and minerals; governmental regulation of the mineral resource industry, including environmental regulation; fluctuation in foreign exchange or interest rates; liabilities inherent in mineral exploration; geological, technical and operational problems; failure to obtain third party permits, consents and approvals, when required, or at all; stock market volatility and market valuations; and competition for, among other things, capital, acquisition of resources, undeveloped land and skilled personnel. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances other than as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Description of Business

The Corporation was incorporated pursuant to the Business Corporations Act (Ontario) on May 10, 2007. The registered and principal office of the Corporation is located at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5.

The Corporation has two subsidiaries, being (i) Rio Condor Resources S.A. (“Rio Condor”), which exists under the laws of Chile; and (ii) Bridgeport Gold Inc. (“BPV Gold”), which exists under the laws of Nevada. The Corporation holds all of the issued and outstanding shares of BPV Gold and all of the issued and outstanding shares of Rio Condor other than one common share of Rio Condor that is held by a local individual, as required under Chilean law. References to “Bridgeport” in this MD&A refer to the Corporation, BPV Gold and Rio Condor taken as a whole.

The Corporation is a Canadian-based exploration and development company primarily focused on the acquisition, exploration and development of properties which are prospective for gold and copper. The Corporation currently holds an interest in ten predominantly gold prospective properties located in Nevada, USA (the “Acquired Nevada Properties”) which the Corporation acquired from Fronteer Gold Inc. (“Fronteer”) and an additional 207 claims (the “Staked Nevada Claims”) contiguous to the Acquired Nevada Properties (the Staked Nevada Claims and together with the Acquired Nevada Properties, the “Nevada Portfolio”). The Corporation also continues to explore certain of the copper gold properties in Chile, near the mining centre of Copiapo. The Corporation’s two remaining Rio Condor Properties at the date of this MD&A are the Trillador and Tamara properties which are subject to property payments totalling US $100,000 (US $50,000 is due on November 5, 2011 for Tamara and US $50,000 is due on January 31, 2012 for Trillador). The Corporation’s total payment schedule for both properties is outlined on pages 9 and 11.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation is a reporting issuer under applicable securities legislation in every province in Canada, except Quebec, and in the United States and the common shares of the Corporation are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “BPV”. In addition, the warrants of the Corporation trade under the symbols “BPV.WT” and “BPV.WT.A”.

The Corporation has no revenues, so its ability to ensure continuing operations is dependent on its completing the acquisition of its mineral property interests, the discovery of economically recoverable reserves, confirmation of its interest in the underlying mineral claims, and its ability to obtain necessary financing to complete its exploration activities, development and future profitable production.

The Corporation's goal is to deliver superior returns to shareholders by concentrating on the acquisition of properties that have the potential to contain precious and base metals. The Corporation currently plans to focus on certain properties, as set out below under “Mineral Exploration Properties”.

Highlights for the Year

• On December 20, 2010 and January 7, 2011, the Corporation closed a public offering (the "Offering") and over allotment of 15,000,000 and 2,250,000 units ("Units"), respectively, of the Corporation at a price of $1.00 per Unit for cash consideration of $17,250,000. In connection with the Offering, the underwriters were paid a 6% agency fee totaling $1,035,000. Share issuance costs of $326,783 were incurred in relation to the Offering. Each Unit consisted of one common share of the Corporation and one-half of one common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional common share of the Corporation at an exercise price of $1.40 until the date that is two years following the closing of the Offering.
  
  The Corporation intends to use the net proceeds of the Offering to explore its Nevada Portfolio, for future property acquisitions and for general corporate purposes.

• On November 16, 2010, BPV Gold acquired its interest in the Acquired Nevada Properties pursuant to an acquisition agreement amongst the Corporation, BPV Gold and Fronteer, in consideration of the issuance by the Corporation of an aggregate of 4,500,000 common shares to Fronteer (representing approximately 16% of the issued and outstanding common shares as of such date, prior to such issuance).

• On August 24, 2010, the transaction with Gondwana Gold Inc. (“Gondwana Gold”) (formerly “China Opportunity Inc.”) closed and the Corporation received $20,000 cash and 400,000 common shares (valued at $80,000) of Gondwana Gold in accordance with the terms of the agreement in exchange for an option to acquire up to a 70% interest in the McCart property. See “McCart Township Project” under “Mineral Exploration Properties” below.

• The Corporation spent $2,465,324 during the year ended April 30, 2011 (April 30, 2010 - $1,032,653; and April 30, 2009 - $191,955), on exploration activities on its mineral properties. At April 30, 2011, the Corporation had mineral exploration properties at a carrying cost of $7,659,047 (April 30, 2010 - $3,840,460; and April 30, 2009 - $165,932). See “Mineral Exploration Properties” below.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• At April 30, 2011, the Corporation had working capital of $22,432,663 (April 30, 2010 – $10,942,645; and April 30, 2009 - $83,263). The Corporation had $22,870,894 in cash and cash equivalents (“total cash”) (April 30, 2010 - $11,137,382; and April 30, 2009 - $103,784). The increase in total cash and working capital during the year ended April 30, 2011, was primarily due to cash proceeds from the Offering. The increase was offset by expenditures on the Corporation’s mineral properties (as discussed above) and operating expenses.

Corporate Information

• On September 29, 2010, Ms. Shastri Ramnath was appointed as President and Chief Executive Officer of the Corporation. Ms. Ramnath was subsequently appointed to the board of directors of the Corporation on October 14, 2010.

• On January 10, 2011, the Corporation announced the appointment of Mr. Graham Clow to the board of directors of the Corporation. On the same date, the Corporation announced the resignation of Mr. John McBride from the board of directors.

Trends

The Corporation is a mineral exploration company, focused on the acquisition, exploration and development of properties for the mining of precious and base metals. The Corporation has operations in Latin America, the United States and Canada. The Corporation’s financial success will be dependent upon the extent to which it can make discoveries and on the economic viability of any such discoveries. The development of such assets may take years to complete and the resulting income, if any, is difficult to determine with any certainty. The Corporation lacks mineral resources and mineral reserves and to date has not produced any revenues. The sales value of any minerals discovered by the Corporation is largely dependent upon factors beyond its control, such as the market value of the commodities produced.

There are significant uncertainties regarding the price of copper, silver, gold and other minerals and the availability of equity financing for the purposes of exploration and development. The future performance of the Corporation is largely tied to the development of its Tamara and Trillador properties in Chile and the Nevada Portfolio and other prospective business opportunities and the overall financial markets. Financial markets are likely to be volatile, reflecting ongoing concerns about the stability of the global economy and weakening global growth prospects. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing and raising funds. Companies worldwide have been affected particularly negatively by these trends. As a result, the Corporation may have difficulties raising equity financing for the purposes of copper, silver, gold and other minerals exploration and development, particularly without excessively diluting the interests of existing shareholders. These trends may limit the ability of the Corporation to develop and/or further explore its current mineral exploration properties and any other property interests that may be acquired in the future.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Selected Annual Financial Information

The following is selected financial data derived from the audited consolidated financial statements of the Corporation at April 30, 2011, 2010 and 2009.

	Year ended April 30, 2011	Year ended April 30, 2010	Year ended April 30, 2009
Net loss	$(7,293,314)	$(1,978,198)	$(123,852)
Net loss per share (basic and diluted)	$(0.20)	$(0.12)	$(0.02)
	As at April 30, 2011	As at April 30, 2010	As at April 30, 2009
Total assets	$31,181,480	$15,134,191	$279,121

• The net loss for the year ended April 30, 2011 consisted primarily of (i) stock option compensation of $1,352,186; (ii) professional fees of $787,883; (iii) business development costs of $183,796; (iv) write-off of exploration properties of $4,474,945; and (v) other working capital expenditures incurred to maintain the operation of the Corporation. These amounts were offset by (i) future income tax recovery of $449,189; and (ii) interest and other income of $155,774.

• The net loss for the year ended April 30, 2010 consisted primarily of (i) stock option compensation of $1,017,759; (ii) professional fees of $309,989; (iii) business development costs of $153,415; and (iv) other working capital expenditures incurred to maintain the operations of the Corporation. These amounts were offset by (i) future income tax recovery of $15,200; and (ii) interest income of $22,151.

• The net loss for the year ended April 30, 2009 consisted primarily of (i) professional fees of $12,238; (ii) interest and bank charges of $3,601; and (iii) write-off of the Gold Rock property of $161,023. These amounts were offset by (i) future income tax recovery of $48,600; and (ii) interest income of $4,410.

• As the Corporation has no revenue, its ability to fund its operations is dependent upon its securing financing through equity or the sale of assets. The value of any resource property asset is dependent upon the existence of economically recoverable mineral reserves, the ability to obtain the necessary financing to complete exploration and development, and the future profitable production or proceeds from disposition of such properties. See “Trends” above and “Risks and Uncertainties” below.

Mineral Exploration Properties

The Corporation’s exploration activities are at an early stage, and there are no known commercially exploitable deposits on any of the Corporation’s exploration properties, and any activities of the Corporation thereon will constitute exploratory searches for minerals. See “Risks and Uncertainties” below.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

McCart Township Project

(i) Description of McCart Township Project

On November 11, 2008, the Corporation entered into an agreement to acquire a 100% interest in two mining claims located near McCart Township, Ontario. The claims are subject to a 2% net smelter royalty (“NSR”). To acquire this interest, the Corporation:

• made a cash payment of $5,000; and
• issued 150,000 common shares of the Corporation valued at $19,500.

At any time after the commencement of commercial production, the Corporation has the right to purchase 1/2 of the 2% NSR for $1,000,000.

During the year ended April 30, 2010, the Corporation obtained three additional mining claims located in the same township subject to a 1% NSR (50% of which the Corporation has the right to purchase for $1,000,000) for cash consideration of $nil. Subsequent to the year end, the three claims were cancelled.

The claims reference above are collectively referred to herein as the “McCart property”.

On August 24, 2010, the Corporation granted to Gondwana Gold an option to acquire up to a 70% interest in the McCart property. Gondwana Gold may earn an initial 50% interest in the McCart property by:

(i)	making an initial cash payment to the Corporation in the amount of $20,000 (paid);
(ii)	issuing an aggregate of 1,050,000 common shares (400,000 issued) to the Corporation in tranches over a three year period; and
(iii)	incurring an aggregate of $400,000 in exploration expenditures on the McCart property in tranches over a three-year period.

Gondwana Gold may earn an additional 20% interest in the McCart property (for a total 70% interest) in the event it completes a bankable feasibility study within three years of earning its 50% interest.

On August 24, 2010, the Corporation received $20,000 cash and 400,000 common shares of Gondwana Gold in accordance with the terms of the agreement. The 400,000 common shares received were valued at $80,000 on August 24, 2010. As of April 30, 2011, the bid price of Gondwana Gold was $0.70 resulting in a unrealized gain of $200,000 which was recorded in other comprehensive income for the year ended April 30, 2011. There can be no assurance that Gondwana Gold will satisfy all the conditions necessary to obtain the 70% interest in the McCart property.

Because it has granted the option to Gondwana Gold and because it is no longer conducting any exploration of its own at the McCart property, the Corporation no longer considers the McCart property to be a material property.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

(ii) Project Expenditures

The following table sets forth a breakdown of material components of exploration expenditures incurred at the McCart property during the year ended April 30, 2011.

Exploration expenditures	$
Project management, supervision	7,736
Total	7,736

(iii) Budget

Planned expenditures are as follows:

Project/Property Name	Plans for Project	Planned Expenditures	Cumulative Expenditures to April 30, 2011	Remaining Commitment
McCart Property	None	$300,000 (1)(2)	$68,656 (2)	$nil (1)

(1)

The Corporation does not plan to spend any additional funds on the McCart property unless and until Gondwana Gold terminates its option. There can be no assurance that Gondwana Gold will satisfy all the conditions necessary to obtain the 70% interest in the McCart property. The Corporation will evaluate its alternatives in this regard on a going forward basis in consideration of all relevant factors.

(2)

The Phase 1 budget for the McCart property was estimated to be $300,000.

Rio Condor Properties

(i) Description of Rio Condor properties

(a) Rosario-Tamara

The Corporation had an option to pay US$10.4 million over a four year period to acquire a 100% interest in the properties known as the Rosario project (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions) and the Tamara property. The Rosario project is subject to a 2% NSR which may be purchased for US$2 million, however the Tamara property is royalty free. The Corporation was required to pay a total commission or management fee of US$500,000 over the same four year period. The vendors of Rosario and Eliana I were entitled to excavate a total of 6,000 tons per month from the property until the last payment is made.

To date, the Corporation has focused its exploration efforts on the Rosario project, and based on the assay results, style of copper mineralization, and discontinuity of the zones, management has decided that the property does not have the size potential for the Corporation to make a significant copper-gold discovery of 100 million tonnes or more. Accordingly, Bridgeport has determined to terminate its rights to the Rosario, Eliana I, II and III, and Julia mining concessions, which decision was carried out by not making the deferred May 20, 2011 property payment of US $720,000. As a result, the Corporation has written off all costs associated with these mining concessions.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation has retained its rights to the Tamara property. During the year ended April 30, 2011, the Corporation paid $56,111 (US$50,000) pursuant to the agreement relating to the Tamara property. The Corporation is entitled to maintain its rights to the Tamara property by making the following cash payments.

Option Agreement Payment Dates	Tamara I 1 - 9 US ($)
November 5, 2009	15,000 (paid)
November 5, 2010	35,000 (paid)
November 5, 2011	50,000
November 5, 2012	70,000
November 5, 2013	230,000
Total	400,000

(b) Soesmi

Pursuant to an agreement entered into on December 3, 2009, Rio Condor had the option of paying US$1,000,000 over three years to acquire a 100% interest in the Soesmi mining concessions, which are contiguous to the concessions comprising the Rosario project. The Soesmi claim group is subject to a 2% NSR that may be purchased for US$1,000,000. Cash payments in the aggregate of US$1,000,000 were due as follows:

Dates	Cash payments US ($)
Date of signing the agreement	75,000 (paid)
June 3, 2010	50,000 (paid)
December 3, 2010	50,000 (not paid)
June 3, 2011	100,000 (not paid)
December 3, 2011	150,000
December 3, 2012	575,000
Total	1,000,000

During the second quarter of fiscal 2011, the Corporation decided not to make the next option payment due in respect of the Soesmi property, and to allow its rights in respect of such property to lapse. As a result, the Corporation has written off all costs associated with this project. The notice to cancel the agreement was sent to the owner on December 1, 2010.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

(c) Simonetta

Pursuant to an agreement entered into on January 23, 2010, Rio Condor had the option of paying US$1,000,000 over four years to acquire a 100% interest in the Simonetta mining concessions, which are contiguous to the concessions comprising the Rosario project. This acquisition was royalty free.

A third party (the "Claimant") had disputed the rights of Rio Condor to access and conduct exploration activities on the Simonetta mining concessions, based on an existing lease agreement (the “Existing Lease”) that the owner of such concessions (the “Owner”) had previously entered into with a third party. The Existing Lease was not previously disclosed to Rio Condor. In connection with this matter, Rio Condor and the Owner agreed to deem Rio Condor as having fully exercised its option to acquire a 100% interest in these concessions notwithstanding that Rio Condor had only made its first and second payments under the governing option agreement to date. See the table below for a list of all payments paid. All remaining payments not yet made by Rio Condor had remained due and payable in accordance with the schedule set out in the table below in order for Rio Condor to maintain its ownership interest in the Simonetta mining concessions. In the event that Rio Condor failed to complete any such payments in accordance with such schedule, the ownership of the concessions would revert to the Owner, without any further liability to Rio Condor. The original option agreement was modified in this manner as the parties believed that, under Chilean civil law, Rio Condor may potentially have a stronger claim against the third party as an owner of the Simonetta mining concessions rather than as the holder of an option to acquire such property. Consequently, Rio Condor initiated a law suit against the third party requesting the competent ordinary court of Copiapó (1st Ordinary Court) to declare the termination of the Existing Lease in accordance with the applicable Civil Law. On December 15, 2010, the law suit was settled and Rio Condor acquired full access to the Simonetta property.

Dates	Cash payments US ($)
Date of signing the agreement	30,000 (paid) (1)
July 23, 2010	10,000 (paid)(2)
January 23, 2011	65,000 (not paid)
April 15, 2012	150,000
April 15, 2013	245,000
April 15, 2014	500,000
Total	1,000,000

⁽¹⁾ US$30,000 Canadian equivalent equals $30,782.
⁽²⁾ US$10,000 Canadian equivalent equals $10,359. Paid on September 15, 2010 in connection with the modification of the agreement providing for the exercise of the option by Rio Condor as described above.

In January 2011, the Corporation completed one exploration drill hole on the Simonetta property. Subsequently the Corporation decided not to make the next option payment due in respect of the Simonetta property, and to allow its rights in respect of such property to lapse. As a result, the Corporation has written off all costs associated with this project.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

(d) Trillador

On July 5, 2010, the Corporation executed a letter of intent which provides that the Corporation will enter into an option agreement to acquire a 100% interest in the Trillador property through Rio Condor. The closing on the option agreement was to take place following a due diligence period.

The 70-hectare property is located in Region III of Chile, near the mining centre of Copiapo.

Under the terms of the proposed agreement with the property owners, the Corporation will be required to pay US$1.5 million over five years in order to acquire a 100% interest in the Trillador property. This acquisition is royalty free.

On August 27, 2010, the Trillador letter of intent was modified, whereby US$25,000 was required on signing (paid) as an advance partial payment of the first installment of the option agreement price. This amendment allowed Rio Condor a 120 business day grace period. As of January 31, 2011 (“Date of Closing”) the option agreement was executed and payment of US$25,000 was made (completing the total amount of the first installment of US$50,000). The option agreement was subsequently finalized. Cash payments in the aggregate of US$1.5 million will be due as follows:

Dates	Cash payments US ($)
Due on closing	25,000 (paid) (1)
January 17, 2011	25,000 (paid) (1)
January 31, 2012	50,000
January 31, 2013	60,000
January 31, 2014	250,000
January 31, 2015	1,090,000
Total	1,500,000

⁽¹⁾ US$50,000 Canadian equivalent equals $51,795.

Update of Rio Condor properties

Control of the Rio Condor properties was acquired in fiscal 2010 and the early part of fiscal 2011. The Rio Condor properties are located approximately 40 kilometres south-southeast of the mining city of Copiapo, which has a population of approximately 110,000. Copiapo has all normal facilities and is serviced by several commercial jet flights daily to the Chilean capital, Santiago. In addition, there is a government (ENAMI) oxide and sulphide processing plant at Copiapo (Paipote) that accepts ore for treatment from small mine producers, as well as a copper smelter.

During the year ended April 30, 2010, a technical report dated November 27, 2009, as revised on December 4, 2009 and entitled “Summary Report on the Rosario Copper-Gold Project, Region III, Atacama, Chile, Prepared for Bridgeport Ventures Inc.” was prepared in compliance with National Instrument 43-101 by Dr. Matthew D. Gray (a qualified person) and filed on SEDAR (the “Rosario Report”). The Rosario Report describes the geology, mineralization and potential of the Rosario-Tamara properties based on reconnaissance mapping and sampling. It recommends a first phase drilling program of 3,000 metres, to be followed by a second phase program of 6,000 metres if warranted. The Corporation has completed the first phase of the diamond drill program on its Rosario project, comprising 10 drill holes and 2,383 meters that commenced on April 27, 2010, and was completed on June 18, 2010. The drilling results ranged from insignificant in drill holes 05 and 09 to as much as 40 meters containing 0.76% copper and 0.3 g/t gold in drill hole 03. All significant drill hole results, defined as at least 4m with greater than 0.1% copper, from the Phase 1 drilling are summarized in the following table.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Drill Hole #	Total Length (m)	Interval From (m)	Interval To (m)	Interval Length (m)	Copper %	Gold g/t
01	386	162	190	28	0.23	0.00
01		206	214	8	0.52	0.01
01		226	232	6	0.30	0.00
01		252	262	10	0.28	0.00
02	230	52	82	30	0.79	0.22
02		154	176	22	0.23	0.02
02		202	208	6	0.34	0.02
03	302	14	54	40	0.76	0.30
03		66	82	16	0.41	0.08
03		96	106	10	0.18	0.00
03		124	130	6	0.20	0.01
03		212	216	4	0.26	0.02
04	142	16	22	6	0.18	0.01
04		34	38	4	0.12	0.02
04		176	184	8	0.30	0.01
04		226	236	10	0.16	0.01
05	299	No significant intercepts
06	200	62	76	14	0.14	0.00
06		116	126	10	0.13	0.00
06		134	144	10	0.20	0.01
07	218	66	86	20	0.34	0.00
08	200	4	10	6	0.28	0.01
08		24	28	4	0.37	0.02
08		44	62	18	0.64	0.02
08		102	112	10	0.45	0.01
08		144	148	4	0.15	0.00
09	206	No significant intercepts
10	200	82	102	20	0.65	0.05
10		114	128	14	1.48	0.09

10 182 186 4 0.38 0.03

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

On July 11, 2010, the Corporation commenced the second phase of the diamond-drilling program on its Rosario project and two diamond drill holes totaling 400 meters were completed prior to fiscal year end. The drilling results ranged from insignificant in drill hole 12 to as much as 28 meters containing 0.39% copper in drill hole 11. In January 2011, the Corporation re-commenced the second phase diamond drilling program at the Rosario project, drill testing the Simonetta, Tamara, and Trillador areas. During the 2011 diamond drill campaign, a total of five drill holes (1,736 metres) were completed. The best drill results were obtained in drill hole RDDH-015 in the Trillador concession, which returned 0.63% copper and 0.02 grams per ton gold over 24 metres. All drill hole results from the 2010 and 2011 Phase 2 drilling through May 31, 2011 are summarized in the following table.

Drill Hole #	Total Length (m)	Interval From (m)	Interval To (m)	Interval Length (m)	Copper %	Gold g/t
11	200	2	28	26	0.39	0.01
11		66	90	24	0.2	0.01
12	200	No significant intercepts
13	351	No significant intercepts
14	349	26	38	12	0.11	0.00
14		96	112	16	0.16	0.00
14		120	124	4	0.19	0.00
15	313	14	40	26	0.36	0.01
15		48	54	6	0.17	0.01
15		66	70	4	1.37	0.02
15		112	136	24	0.63	0.02
15		148	154	6	0.15	0.01
15		256	266	10	0.13	0.01
16	350	No significant intercepts
17	273	36	40	4	0.35	0.02
17		104	110	6	0.20	0.00
17		124	130	6	0.14	0.00

Potential quantity and grade are conceptual in nature. There has been insufficient exploration to define a mineral resource at the Rosario project to date and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

Phase One and Two drill objectives and locations were established based on geological mapping and a review of data from a recently acquired I.P. survey. A topographic survey was commissioned and completed using the LIDAR (laser indicated distance and ranging) system. This has resulted in the production of a topographic map of the project with contour intervals of one metre that is being used as a base plan for all exploration activities.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

According to the Rosario Report, the Rosario-Tamara properties host copper-gold mineralization, which is currently being exploited by local residents via open pit mining of both oxide and sulphide ores at several localities, as well as underground mining via spiral decline on the Rosario concession. Mineralization is transported by truck to the ENAMI oxide and sulphide treatment plants at Paipote. The current geological mapping program indicates that the copper oxide mineralization could have migrated along favourable fractures and structures, while the sulphide mineralization is hosted in dioritic-granodioritic intrusives and adjacent andesitic volcanic units, as well as poorly sorted, large clast breccia bodies. In places the sulphide mineralization is preferentially located along specific volcanic units (more permeable) and forms shallowly dipping mantos. In general, the sulphide mineralization is associated with albite alteration of the host rocks. Sulphide mineralization is predominantly disseminated chalcopyrite and associated pyrite, with rare bornite. The sulphide ore being mined at Rio Condor’s Rosario project typically grades between 1.5 -2.0% Cu and 0.5 -1.0 g/tAu. Reconnaissance sampling of the decline also showed anomalous molybdenum contents of between 100-300 g/t, associated with this grade of copper gold mineralization.

(ii) Project Expenditures

The following table sets forth a breakdown of material components of exploration expenditures incurred by the Corporation during the year ended April 30, 2011, in respect of its property interests in Chile.

Exploration expenditures	$
Salaries	43,948
Expediting	167,097
Travel	39,121
Consulting	288,572
Property costs	17,887
Geologists	230,208
Survey costs	86,607
Vehicle and fuel	54,063
Lodging and meals	25,726
Drilling	831,022
Total	1,784,251

(iii) Budget

The Corporation planned to complete a diamond-drilling program at an estimated aggregate cost of $3.9 million in several phases (this amount also included acquisition costs). Cumulative expenditures spent to April 30, 2011 amounted to $2.31 million on its property interests in Chile. During fiscal 2011, the Corporation has written off all costs associated with the Rosario project (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions), the Soesmi property and the Simonetta property. The Corporation’s two remaining property interests in Chile at the date of this MD&A are the Trillador and Tamara properties which are subject to property payments totalling US $100,000 (US $50,000 is due on November 5, 2011 for Tamara and US $50,000 is due on January 31, 2012 for Trillador). The Corporation’s total payment schedule for both properties is outlined on pages 9 and 11.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

At the date of this MD&A, although the Corporation does not have a budgeted work plan for Tamara and Trillador, required property payments for these two projects have been made to maintain the Corporation’s interests in good standing.

Nevada Portfolio properties

(i) Description of Nevada Portfolio properties

On November 15, 2010, BPV Gold acquired its interest in the Acquired Nevada Properties pursuant to an acquisition agreement amongst the Corporation, BPV Gold and Fronteer, in consideration of the issuance by the Corporation of an aggregate of 4,500,000 common shares to Fronteer (representing approximately 16% of the issued and outstanding common shares as of such date, prior to such issuance). The Corporation also acquired the Staked Nevada Claims.

The Nevada Portfolio is held by the Corporation’s wholly-owned subsidiary, BPV Gold. While the Nevada Portfolio is currently in the exploration phase, it is located in gold districts that have produced or are currently producing significant gold. The Nevada Portfolio is comprised of the properties listed in the table below.

Name of property	Number of claims comprising	Location
	property
Acquired Nevada Properties
Blackrock	12	Lyon County, Nevada
Argentite	8	Esmeralda County, Nevada
Bellview	53 (1)	White Pine County, Nevada
Horsethief	18	Lincoln, Nevada
Hot Pot	36	Humboldt County, Nevada
Fri Gold	28	Nye County, Nevada
Columbia	8	Humboldt County, Nevada
Kobeh	37	Eureka County, Nevada
Ashby	3	Mineral County, Nevada
East Walker	4	Lyon County, Nevada
Staked Nevada Claims
Argentite	14 (2)	Esmeralda County, Nevada
Ashby	13	Mineral County, Nevada
Blackrock	8	Lyon County, Nevada
Horsethief	78	Lincoln, Nevada
Columbia	49	Humboldt County, Nevada

⁽¹⁾ Comprised of 10 claims known as the “Bellview Lease Claims” and 43 claims known as the “Bellview Project Claims”. BPV Gold holds a 50% leased interest in the Bellview Lease Claims and a 100% interest in the Belleview Project Claims.
⁽²⁾ Includes partial claims and fractions.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation holds a 100% interest in the Nevada Portfolio (other than the Bellview Lease Claims, in respect of which BPV Gold holds a 50% leased interest), subject to (i) a 2% NSR retained by Fronteer with respect to the Blackrock, Argentite, Horsethief, Fri Gold, Columbia, Ashby and East Walker properties comprising, in part, the Acquired Nevada Properties; and (ii) an aggregate 3% NSR held by Fronteer and certain other third parties with respect to the Bellview Project, Bellview Lease, Hot Pot and Kobeh properties comprising, in part, the Acquired Nevada Properties. In addition to the properties acquired from Fronteer, as at the date of this MD&A, Bridgeport has staked a further 207 claims adjacent to the properties and intends to continue with the land acquisition effort.

Update of Nevada Portfolio properties

The Corporation commenced geophysical surveys of the Argentite, Fri Gold, Columbia, and Horsethief projects in March 2011. As of July 25, 2011, the geophysical surveys were complete for all but the Horsethief project. Soil geochemical surveys of the Argentite, Columbia, and Horsethief projects began in April 2011 and were completed in May 2011. Phase One drill programs at the Blackrock and Hot Pot projects began in April 2011. As of July 25, 2011, six of ten planned Phase One drill holes were completed at the Blackrock project and two of six planned Phase One drill holes were completed at the Hot Pot project.

(ii) Project Expenditures

The following table sets forth a breakdown of material components of exploration expenditures incurred by the Corporation, during the year ended April 30, 2011, in respect of the Nevada Portfolio properties.

Exploration expenditures	$
Geology	130,086
Property	135,506
Geophysics	72,993
Diamond drilling	789,135
Investor relations	50,895
General and administrative	77,075
Total	1,255,690

Budget

The Corporation expects to continue exploring for gold and silver on the Nevada Portfolio throughout the upcoming financial year (2011 to 2012). The Corporation anticipates the expenditures for Nevada will be approximately $5 million dollars and the Corporation expects to focus on the Fri Gold, Bellview, and Horsethief Properties. Field activities planned include geophysical surveying, geochemical sampling, geological mapping, and/or diamond/RC drilling. The budget of $5 million dollars is discretionary, subject to change if management decides to scale back operations or accelerate exploration. At the date of this MD&A, the Nevada Portfolio is in good standing.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Technical Information

All scientific and technical information contained in this MD&A related to the Bridgeport properties has been prepared by or under the supervision of Matthew D. Gray, Ph.D., C.P.G. #10688, an independent technical consultant to the Corporation and a “qualified person” within the meaning of National Instrument 43-101. Dr. Gray has verified the technical information related to the Bridgeport properties by means of site visits to the projects, personal review of technical data, and independent sampling.

For further details with respect to the mineral exploration properties of the Corporation in Chile, please refer to the Rosario Report, available on SEDAR at www.sedar.com.

For further details with respect to certain of the Nevada Portfolio properties of the Corporation, please refer to the technical report entitled “Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview and Horsethief Gold Projects, Nevada, USA, Prepared for Bridgeport Ventures Inc.” dated November 26, 2010 as amended on December 7, 2010, prepared by Dr. Matthew D. Gray, a copy of which is available under the Corporation’s profile at www.sedar.com.

Overall Objective

The primary business objective of the Corporation is to explore and, if warranted, develop gold and copper-gold properties in the Americas. The Corporation seeks to target properties with excellent exploration potential to advance rapidly toward development focusing on properties with million ounce potential. Through an aggressive success driven exploration program, the Corporation’s principal focus in 2011 and 2012 is to determine which of its current portfolio of properties will warrant further investment. In the near term, planned activities at the Nevada Portfolio properties include geological mapping, geological sampling, geophysical surveying and drilling which commenced on March 1, 2011 and is expected to be completed by August 31, 2011. For further details regarding the Corporation’s proposed 2011 exploration program with respect to the Nevada Portfolio properties, please see “Liquidity and Financial Position”, below.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Selected Quarterly Information

A summary of selected information for each of the eight most recent quarters is as follows:

Three Months Ended	Net Revenues ($)	Net Loss		Total Assets ($)
		Total ($)	Per Share (Basic and Diluted) ($)
2011-April 30	-	(3,658,453) (1)	(0.09)	31,181,480
2011-January 31	-	(1,536,379) (2)	(0.04)	34,488,629
2010-October 31	-	(1,443,610) (3)	(0.05)	13,460,277
2010-July 31	-	(654,872) (4)	(0.02)	14,493,248
2010-April 30	-	(883,118) (5)	(0.05)	15,134,191
2010-January 31	-	(984,147) (6)	(0.04)	15,640,341
2009-October 31	-	(103,872) (7)	(0.01)	1,385,040
2009-July 31	-	(7,061) (8)	(0.00)	330,480

Notes:
(1)	Net loss of $3,658,453 consisted primarily of stock-based compensation $237,901; professional fees $125,163; reporting issuer costs of $13,443; business development costs $3,555; write-off of exploration property $3,309,120 and management fees $7,125. These amounts were offset by interest income $73,020 and future income tax recovery $294,200. All other expenses related to general working capital purposes.
(2)	Net loss of $1,536,379 consisted primarily of stock-based compensation $464,096; professional fees $277,617; reporting issuer costs $106,730; business development costs $26,665; write-off of exploration property $554,473 and management fees $15,088. These amounts were offset by interest income of $45,525 and future income tax recovery $138,700. All other expenses related to general working capital purposes.
(3)	Net loss of $1,443,610 consisted primarily of stock-based compensation $413,314; professional fees $158,884; business development costs $79,894; write-off of exploration property $611,352 and management fees $30,750. These amounts were offset by interest income of $19,535. All other expenses related to general working capital purposes.
(4)	Net loss of $654,872 consisted primarily of stock-based compensation $236,875; professional fees $226,219; business development costs $73,682; and management fees $32,350. These amounts were offset by interest income of $17,694. All other expenses related to general working capital purposes.
(5)	Net loss of $883,118 consisted primarily of: stock-based compensation $264,413; professional fees $175,336; reporting issuer costs $146,803; management fees $38,750; and business development $111,714. These amounts were offset by interest income of $17,092. All other expenses related to general working capital purposes.
(6)	Net loss of $984,147 consisted primarily of: stock-based compensation $697,346; professional fees $126,653; reporting issuer costs $42,494; management fees $35,750; and business development $41,701. These amounts were offset by interest income of $5,059. All other expenses related to general working capital purposes.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

(7)	Net loss of $103,872 consisted primarily of: stock-based compensation $56,000; reporting issuer costs $26,707; and consulting fees $17,000. All other expenses related to general working capital purposes.
(8)	Net loss of $7,061 consisted primarily of: professional fees of $4,000; consulting fees of $3,000; and interest and bank charges of $61. All other expenses related to general working capital purposes.

Results of Operations

Twelve months ended April 30, 2011, compared with twelve months ended April 30, 2010

The Corporation’s net loss totaled $7,293,314 for the twelve months ended April 30, 2011, with basic and diluted loss per share of $0.20. This compares with net loss of $1,978,198 with basic and diluted loss per share of $0.12 for the twelve months ended April 30, 2010. The increase of $5,315,116 in net loss was principally because:

• The Corporation incurred an increase in professional fees of $477,894 for the twelve months ended April 30, 2011, compared to the twelve months ended April 30, 2010. The increase can be attributed to increased corporate activity, including the Corporation’s registration under section 12(g) of the U.S. Securities Exchange Act of 1934, as amended, which in addition to technical activities, required assistance from the Corporation’s auditors and corporate lawyers;

• The Corporation incurred an increase in stock-based compensation of $334,427 for the twelve months ended April 30, 2011, compared to the twelve months ended April 30, 2010. The increase can be attributed to the vesting during the year ended April 30, 2011 of 1,700,000 stock options issued in fiscal 2010 and 2,340,000 stock options granted in 2011 (details below), compared to vesting during the year ended April 30, 2010 of 2,400,000 stock options issued during the twelve months ended April 30, 2010. The 1,700,000 stock options issued in fiscal 2010 and 2,340,000 options granted in 2011 (details below) have vesting terms subject to the Corporation`s stock option plan, which require a stock-based compensation expense of $1,352,186 to be recorded in the twelve months ended April 30, 2011 compared to $1,017,759 in the comparative period. Readers of the financial statements should be cautious about the valuation of stock-based compensation since it can affect net income (loss) significantly.
  
  During the twelve months period ended April 30, 2011, the following stock options were issued and modified:

• On September 23, 2010, the Corporation granted 400,000 stock options to an officer pursuant to the Corporation's stock option plan, exercisable for one common share each at a price of $1.05 per share for a period of five years expiring on September 23, 2015. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $273,600 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 81%, risk-free rate of return 2.11% and an expected maturity of 5 years. For the year ended April 30, 2011, $172,227 was expensed to stock-based compensation.

• On December 21, 2010, the Corporation granted 1,600,000 stock options to an officer pursuant to the Corporation's stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on December 21, 2015. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $940,800 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 76.51%, risk-free rate of return 2.17% and an expected maturity of 5 years. For the year ended April 30, 2011, $481,064 was expensed to stock-based compensation.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• On January 7, 2011, the Corporation granted 250,000 stock options to a director pursuant to the Corporation's stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on January 7, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $116,500 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 76.09%, risk-free rate of return 2.24% and an expected maturity of 5 years. For the year ended April 30, 2011, $56,859 was expensed to stock-based compensation.

• On March 15, 2011, the Corporation granted 35,000 options at $0.85 to an employee of the Corporation with an expiry date of March 15, 2016. The options shall vest as to 1/3 on the date of grant and 1/3 after the first and second anniversaries of the date of grant. The grant date fair value of $11,375 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.22% and an expected maturity of 5 years. For the year ended April 30, 2011, $4,508 was expensed to stock- based compensation.

• On March 15, 2011, the Corporation granted 55,000 options at $1.00 to employees of the Corporation with an expiry date of March 15, 2016. The options shall vest as to 1/3 on the date of grant and 1/3 after the first and second anniversaries of the date of grant. The grant date fair value of $16,720 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 74%, risk-free rate of return of 2.22% and an expected maturity of 5 years. For the year ended April 30, 2011, $6,626 was expensed to stock- based compensation.

• During the year ended April 30, 2011, a significant shareholder of the Corporation, and a significant shareholder who is also a director and Chairman of the Corporation, granted an aggregate of 1,000,000 options to an officer of the Corporation to acquire certain of their holdings of common shares of the Corporation at an exercise price of $1.00 per share until September 29, 2015. These options vest as to one-third on March 29, 2011, one-third on September 29, 2011 and one-third on September 29, 2012. The grant date fair value of $729,000 was assigned to the stock options as estimated by using the Black- Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 80%, risk-free rate of return 1.79%, and an expected maturity of 5 years. On December 21, 2010, the options were cancelled and $nil was expensed as stock based compensation in the year ended April 30, 2011.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• During the year ended April 30, 2011, the expiry date of 200,000 fully vested options granted on August 20, 2009 to a former director have been modified. The expiry date changed from August 20, 2014 to January 7, 2012. The former director resigned and became a consultant.

Several variables are used when determining the value of stock options using the Black-Scholes valuation model:

• The expected term: the Corporation used the expected terms of five years, which is the maximum term ascribed to the stock options issued, for the purposes of calculating their value; the Corporation chose the maximum term because it is difficult to determine with any reasonable degree of accuracy when these stock options will be exercised.

• Volatility: the Corporation used historical information on the market price of a similar company to determine the degree of volatility at the date the stock options were granted. Therefore, depending on when the stock options are granted and the period of historical information examined, the degree of volatility can be different when calculating the value of different stock options.

• Risk-free interest rate: the Corporation used the interest rate available for government securities of an equivalent expected term at the date of the grant of the stock options. The risk-free interest rate will vary depending on the date of the grant of the stock options and their expected term.

• Dividend yield: the Corporation has not paid dividends in the past because it is in the exploration stage and has not yet earned any significant income. Also, the Corporation does not expect to pay dividends in the foreseeable future because it does not expect to bring its mineral properties into production and earn significant revenue in the foreseeable future. Therefore, a dividend rate of 0% was used for the purposes of the valuation of the stock options.

• The Corporation incurred a decrease in reporting issuer costs of $95,831 (includes transfer agent fees, filing fees, shareholder information costs and stock exchange fees). The decrease can be attributed to higher costs in fiscal year 2010 related to the initial public offering on October 7, 2009 than fiscal 2011;

• The decrease in management fees of $9,187 for the twelve months ended April 30, 2011, compared to the twelve months ended April 30, 2010, can be attributed to payment of $45,313 (twelve months ended April 31, 2010 - $37,500) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman of the Corporation. The Corporation paid $40,000 to Marrelli Support Services Inc. ("MSSI") for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation (twelve months ended April 30, 2010 - $36,000). Carmelo Marrelli is the president of MSSI. (See “Related Party Transactions” for further information). In fiscal 2010, $21,000 was paid to St. Germain Capital Corp., a Corporation that is beneficially controlled by Steven Mintz, the former Chief Executive Officer of the Corporation. No such fees were paid in fiscal 2011. (See “Related Party Transactions” for further information);

• The Corporation incurred an increase in business development fees of $30,381 for the twelve months ended April 30, 2011, compared to the twelve months ended April 30, 2010. The increase can be attributed to consulting fees, investor relation costs and travel charges incurred to develop the Corporation’s investor profile and business opportunities for the Corporation which increased since completing the initial public offering on October 7, 2009 and also due to the Offering in December 2010;

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• General and administrative expenses increased by $812,703 for the twelve months ended April 30, 2011, compared to the twelve months ended April 30, 2010 and consisted of administrative costs such as advertising and promotion, telephone, rent, travel, insurance, postage, support costs for the Nevada Portfolio and courier charges. The increase can be attributed to increased corporate activity, which includes the Nevada Portfolio during the twelve months ended April 30, 2011 compared to the same period in 2010. General and administrative expenses include:

Description	Year ended April 30,	Year ended April 30,
	2011	2010
	$	$
General and Admin	136,129	20,516
Consultants	73,613	-
Travel	161,318	57,840
Payroll	268,430	23,225
Legal and accounting	70,150	-
Investor relations	24,963	-
Insurance	41,354	10,620
Rent	109,854	31,778
Communication	17,774	3,678
IT expenses	49,566	1,555
Meals	21,589	12,825
Total	974,740	162,037

• Foreign exchange gain increased by $150,680 during the twelve months ended April 30, 2011, compared with the same period in 2010. The increase in foreign exchange gain can be attributed to transactions in Chile and the US dollar exchange rate fluctuations;

• The Corporation decided not to make the next option payment due in respect of the Soesmi property, and to allow its rights in respect of such property to lapse. As a result, the Corporation has written off all costs associated with this project. This amounted to $611,352;

• Through a letter and a public deed, both dated on February 7, 2011, Rio Condor provided notice to the owner of the Simonetta property that the payment of January 23, 2011 (US$65,000) would not be made. As a result, Rio Condor's rights in respect of such property have been forfeited and the associated costs of $554,473 with the project have been written-off.

• The Corporation decided not to continue with the Rosario project (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions). As a result, Rio Condor’s rights in respect of such properties have been forfeited and costs of $3,309,120 associated with the project have been written off.

• Interest income increased by $133,623 during the twelve months ended April 30, 2011. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from the initial public offering, which was completed on October 7, 2009, the private placement, which was completed on December 1, 2009 and the Offering and over allotment, which were completed on December 20, 2010 and January 7, 2011, respectively; and

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• All other expenses related to general working capital purposes.

Three months ended April 30, 2011, compared with three months ended April 30, 2010

The Corporation’s net loss totaled $3,658,453 for the three months ended April 30, 2011, with basic and diluted loss per share of $0.09. This compares with net loss of $883,118 with basic and diluted loss per share of $0.05 for the three months ended April 30, 2010. The increase of $2,775,335 in net loss was principally because:

• The Corporation incurred a decrease in professional fees of $50,173 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010. The decrease can be attributed to decreased corporate activity in the fourth quarter of 2011 which required less assistance from the Corporation’s auditors and corporate lawyers;

• The Corporation incurred a decrease in stock-based compensation of $26,512 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010. The decrease can be attributed to the cancellation of 175,000 stock options in the third quarter of 2011 that had not fully vested as of April 30, 2011 which led to a reduction of stock-based compensation in the fourth quarter of 2011 compared to the fourth quarter of 2010. Readers of the financial statements should be cautious about the valuation of stock-based compensation since it can affect net income (loss) significantly;
  The variables used in the Black-Scholes valuation model are similar to that described in stock- based compensation on pages 19 and 21;

• The Corporation incurred a decrease in reporting issuer costs of $133,360 (includes transfer agent fees, filing fees, shareholder information costs and stock exchange fees). The decrease can be attributed to higher costs in fiscal year 2010 related to listing fees than fiscal 2011;

• The decrease in management fees of $31,625 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010, can be attributed to payment of $3,125 (three months ended April 30, 2010 - $18,750) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman of the Corporation. The Corporation paid $4,000 to MSSI for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation (three months ended April 30, 2010 - $20,000). Carmelo Marrelli is the president of MSSI. (See “Related Party Transactions” for further information);

• The Corporation had a decrease in business development fees of $108,159 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010. The decrease can be attributed to the fact that the Corporation terminated its lead investor relations consultant to re- focus the Corporation’s business development strategy under the supervision of Ms. Shastri Ramnath;

• General and administrative expenses increased by $287,136 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010 and consisted of administrative costs such as advertising and promotion, telephone, rent, travel, insurance, postage, support costs for the Nevada Portfolio and courier charges. The increase can be attributed to increased corporate activity during the three months ended April 30, 2011 compared to the same period in 2010;

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

 

• Foreign exchange gain increased by $97,780 during the three months ended April 30, 2011, compared with the same period in 2010. The increase in foreign exchange gain can be attributed to transactions in Chile and the US dollar exchange rate fluctuations;

• The Corporation has decided not to continue with the Rosario project (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions). As a result, Rio Condor’s rights in respect of such properties have been forfeited and costs of $3,309,120 associated with the project have been written off.

• Through a letter and a public deed, both dated on February 7, 2011, Rio Condor provided notice to the owner of the Simonetta property that the payment of January 23, 2011 (US$65,000) would not be made. As a result, Rio Condor's rights in respect of such property have been forfeited.

• Interest income increased by $55,928 during the three months ended April 30, 2011 compared to three months ended April 30, 2010. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from the initial public offering, which was completed on October 7, 2009, the private placement, which was completed on December 1, 2009 and the Offering and over allotment, which were completed on December 20, 2010 and January 7, 2011, respectively; and

• All other expenses related to general working capital purposes.

Twelve months ended April 30, 2010, compared with twelve months ended April 30, 2009

Bridgeport’s net loss totaled $1,978,198 for the twelve months ended April 30, 2010, with basic and diluted loss per share of $0.12. This compares with net loss of $123,852 with basic and diluted loss per share of $0.02 for the twelve months ended April 30, 2009. The increase of $1,854,346 in net loss was principally because:

• The Corporation incurred an increase in stock-based compensation of $1,017,759 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009. The increase can be attributed to the grant of 2,400,000 stock options in fiscal 2010, compared to nil stock options issued in fiscal 2009. The options issued vest in accordance with the stock option plan. Following are the details of the stock options issued in fiscal 2010.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Number of Stock Options Issued	Exercise Price ($)	Expiry date
700,000	0.35	August 20, 2014
200,000	1.20	November 12, 2014
250,000	1.20	November 17, 2014
300,000	1.40	December 7, 2014
525,000	1.40	December 7, 2014
250,000	2.15	January 11, 2015
100,000	2.40	January 25, 2015
25,000	2.40	February 1, 2015
50,000	2.45	March 10, 2015
2,400,000

The stock options were issued to attract key personnel to work for the Corporation.

Several variables are used when determining the value of stock options using the Black-Scholes valuation model:

• The expected term: the Corporation used the maximum term ascribed to these stock options for the purpose of calculating their value. The Corporation chose the maximum term because it is difficult to determine with any reasonable degree of accuracy when these stock options will be exercised.

• Volatility: the Corporation used historical information for a similar company’s common shares to determine the degree of volatility at the date the stock options were granted. Depending on when the stock options were granted and the period of historical information examined, the degree of volatility can be different when calculating the value of different stock options.

• Risk-free interest rate: the Corporation used the interest rate available for government securities of an equivalent term beginning on the date of the grant of the stock options. The risk-free interest rate will vary depending on the date of the grant of the stock options and their expected term.

• Dividend yield: the Corporation has not paid dividends in the past because it is in the exploration stage and has not yet earned any significant income. Therefore, a dividend rate of 0% was used for the purposes of the valuation of the stock options.

Readers of the financial statements should be cautious about the valuation of stock-based compensation since it can affect net income (loss) significantly.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• The Corporation incurred an increase in professional fees of $297,751 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009. The increase can be attributed to increased corporate activity requiring assistance from the Corporation’s auditors and corporate lawyers in 2010 compared to 2009;

• As the Corporation completed its initial public offering and became a reporting issuer during the twelve months ended April 30, 2010, its reporting issuer costs amounted to $216,004 (includes transfer agent fees, filing fees, shareholder information costs and stock exchange fees). No such expenses were incurred during the twelve months ended April 30, 2009;

• The increase in management fees of $94,500 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009, can be attributed to payment of $21,000 (twelve months ended April 30, 2009 - $nil) to St. Germain Capital Corp., a company that is associated with the former Chief Executive Officer of Bridgeport, who is also the president and director of St. Germain Capital Corp. The Corporation paid $36,000 to Marrelli Support Services Inc. ("MSSI") for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation (twelve months ended April 30, 2009 - $nil). Carmelo Marrelli is the president of MSSI. In addition, the Corporation paid H.R. Snyder Consultants $37,500 for Hugh Snyder to act as Chairman and Chief Executive Officer of the Corporation (See “Related Party Transactions” for further information);

• The Corporation incurred an increase in business development fees of $153,415 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009. The increase can be attributed to consulting fees, investor relation costs and travel charges incurred to develop Bridgeport’s investor profile and business opportunities for the Corporation. No such expense was incurred during the twelve months ended April 30, 2009;

• General and administrative expenses increased by $158,436. General and administrative expenses totaled $162,037 for the twelve months ended April 30, 2010, (twelve months ended April 30, 2009 - $3,601) and consisted of administrative costs such as advertising and promotion, telephone, rent, travel, insurance, postage and courier charges. The increase can be attributed to increased corporate activity for 2010 compared to 2009;

• Foreign exchange loss increased by $60,854 during the twelve months ended April 30, 2010, compared with the same period in 2009. The increase in foreign exchange loss can be attributed to transactions in Chile and the US dollar exchange rate fluctuations;

• Interest income increased by $17,741 during the twelve months ended April 30, 2010. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from the initial public offering, which was completed on October 7, 2009, and the private placement, which was completed on December 1, 2009; and

• Write-off of mineral property decreased by $161,023 during the twelve months ended April 30, 2010. As a result of poor exploration results, the Corporation entered into a termination agreement regarding the Gold Rock property and all exploration expenses on this property were written-off during the twelve months ended April 30, 2009.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Three months ended April 30, 2010, compared with three months ended April 30, 2009

Bridgeport’s net loss totaled $883,118 for the three months ended April 30, 2010, with basic and diluted loss per share of $0.05. This compares with net loss of $123,934 with basic and diluted loss per share of $0.02 for the three months ended April 30, 2009. The increase of $759,184 in net loss was principally because:

• The Corporation incurred an increase in stock-based compensation of $264,413 for the three months ended April 30, 2010, compared to the three months ended April 30, 2009. The increase can be attributed to the grant of 75,000 stock options in the fourth quarter of 2010, compared to nil stock options issued in the fourth quarter of 2009. The options issued vest in accordance with the stock option plan. Following are details of the stock options issued during the most recent quarter.

Number of Stock Options Issued	Exercise Price ($)	Expiry date
25,000	2.40	February 1, 2015
50,000	2.45	March 10, 2015
75,000

Several variables are used, including the expected term, volatility, risk-free interest rate and dividend yield when determining the value of stock options using the Black-Scholes valuation model, as described on pages 24 and 25.
 

• The Corporation incurred an increase in professional fees of $167,426 for the three months ended April 30, 2010, compared to the three months ended April 30, 2009. The increase can be attributed to increased corporate activity requiring external accounting services and assistance from the Corporation’s corporate lawyers in the fourth quarter of 2010 compared to the fourth quarter of 2009;

• Reporting issuer costs increased by $146,803 during the three months ended April 30, 2010. The increase can be attributed to the Corporation becoming a reporting issuer in fiscal 2010, while it was a private entity in fiscal 2009;

• The increase in management fees of $38,750 for the three months ended April 30, 2010, compared to the three months ended April 30, 2009, can be attributed to payment of $18,750 to H.R. Snyder Consultants for Hugh Snyder to act as Chairman and Chief Executive Officer of the Corporation (three months ended April 30, 2009 - $nil). The Corporation paid $20,000 to MSSI for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation (three months ended April 30, 2009 - $nil). Carmelo Marrelli is the president of MSSI. (See “Related Party Transactions” for further information);

• The Corporation incurred an increase in business development fees of $111,714 for the three months ended April 30, 2010, compared to the three months ended April 30, 2009. The increase can be attributed to consulting fees, investor relations costs and travel charges incurred to develop Bridgeport’s investor profile and business opportunities for the Corporation. No such expense was incurred during the three months ended April 30, 2009;

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

• General and administrative expenses increased by $131,719. General and administrative totaled $135,320 for the three months ended April 30, 2010 (three months ended April 30, 2009 - $3,601) and consisted of administrative costs such as advertising and promotion, telephone, rent, travel, insurance, postage and courier charges. The increase can be attributed to increased corporate activity for the fourth quarter of 2010 compared to the fourth quarter of 2009;

• Foreign exchange loss increased by $42,264 during the three months ended April 30, 2010, compared with the same period in 2009. The increase in foreign exchange loss can be attributed to transactions in Chile and the US dollar exchange rate fluctuations;

• Interest income increased by $17,092 during the three months ended April 30, 2010. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from the initial public offering, which was completed on October 7, 2009, and the private placement, which was completed on December 1, 2009; and

• Write-off of mineral property decreased by $161,023 during the three months ended April 30, 2010. As a result of poor exploration results, the Corporation entered into a termination agreement regarding the Gold Rock property and all exploration expenses on this property were written-off during the three months ended April 30, 2009.

Liquidity and Financial Position

The activities of the Corporation, principally the acquisition and exploration of properties that have the potential to contain precious and base metals, are financed through equity offerings and the exercise of stock options and warrants. During the year ended April 30, 2011, 793,600 warrants were exercised for cash proceeds of $452,600 and an Offering and over allotment of 15,000,000 and 2,250,000 Units, respectively, of the Corporation at a price of $1.00 per Unit for gross cash consideration of $17,250,000 was closed.

The budgeted corporate activities for Toronto, Canada, account for approximately $2 million for fiscal 2012. At the date of this MD&A, the Corporation does not have a budgeted work plan for Tamara and Trillador. The Corporation anticipates complying with the property payments schedule to keep the properties in good standing. A budget will be developed in due course. In addition, the Corporation expects to continue exploring for gold and silver on the Nevada Portfolio throughout the upcoming financial year (2011 to 2012). The Corporation anticipates the expenditures for Nevada will be approximately $5 million dollars.

On November 15, 2010, BPV Gold acquired its interest in the Acquired Nevada Properties, subject to a 2% NSR in certain properties and an aggregate 3% NSR in certain properties, in consideration of the issuance by the Corporation of an aggregate of 4,500,000 common shares to Fronteer. The Corporation anticipates that it will spend approximately $3,123,698 for completion of the phase I recommended program on the Blackrock, Argentite, Bellview and Horsethief properties comprising, in part, the Nevada Portfolio properties. If warranted based on the results of phase I, the Corporation anticipates that it will spend approximately $3,504,022 for completion of the phase II recommended program on the Blackrock, Argentite, Bellview and Horsethief properties comprising, in part, the Nevada Portfolio properties. The Corporation anticipates the expenditures for Nevada will be approximately $5 million and the Corporation expects to focus on the Fri Gold, Bellview, and Horsethief Properties. Field activities planned include geophysical surveying, geochemical sampling, geological mapping, and/or diamond/RC drilling. The budget of $5 million is discretionary, subject to change if management decides to scale back operations or accelerate exploration. At the date of this MD&A, the Nevada Portfolio is in good standing.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Accounts payable and accrued liabilities increased to $1,046,868 at April 30, 2011, compared to $325,079 at April 30, 2010, primarily due to more expenditures due at April 30, 2011 compared to April 30, 2010. The Corporation’s cash and cash equivalents as at April 30, 2011, is sufficient to pay these liabilities.

The Corporation has no operating revenues and therefore must utilize its current cash reserves and other financing transactions to maintain its capacity to meet ongoing internal budgetary requirements. See “Trends” above.

As of April 30, 2011, and to the date of this MD&A, substantially all cash resources of the Corporation are held with select Canadian financial institutions.

The Corporation has no debt and its credit and interest rate risk is minimal. Accounts payable and accrued liabilities are short term and non-interest bearing.

The Corporation’s use of cash at present occurs, and in the future is expected to occur, principally in two areas, namely, funding of its general and administrative expenditures and funding of its investment activities. Those investing activities include the cash components of the cost of acquiring and exploring its mineral claims. Based on expenses for the year ended April 30, 2011, the Corporation’s operating expenses are estimated to average approximately $500,000 per quarter for fiscal 2012. The $500,000 covers legal fees, reporting issuer costs, management fees, business development costs and general and administrative costs. In addition, at the date of this MD&A, the Corporation does not have a budgeted work plan for Tamara and Trillador. To maintain the properties in good standing, the Corporation is required to make the future property payments noted on pages 9 and 11 of this MD&A. The Corporation also plans to spend approximately $5 million during fiscal 2012 on the Nevada Portfolio. The Corporation believes it currently has sufficient funds to meet its fiscal 2012 planned expenditures for corporate head office costs, the properties in Chile and the Nevada portfolio properties.

The budget of $5 million for the Nevada Portfolio is part of the $13.65 million use of proceeds disclosed in the short-form prospectus dated December 13, 2010, related to the Offering.

Regardless of whether or not the Corporation develops the remaining Rio Condor properties and the Nevada Portfolio properties, its working capital of $22,432,663 as of April 30, 2011, is anticipated to be adequate for it to continue operations at the current level for the twelve month period ending April 30, 2012, even if its expected plans discussed above do not materialize and new plans are developed. However, to meet long-term business plans, exploring its property interests is an important component of the Corporation’s financial success.

Related Party Transactions

The Corporation had the following related party transactions during the years ended April 30, 2011, 2010 and 2009:

(a) During the year ended April 30, 2011, the Corporation paid consulting fees of $nil (2010 - $21,000; and 2009 - $nil) to St. Germain Capital Corp., a corporation that is beneficially controlled by Steven Mintz, the former Chief Executive Officer of the Corporation. The former Chief Executive Officer of the Corporation is the President and a director of the associated company. These costs are reflected in management fees in the consolidated statements of operations.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

(b)	For the year ended April 30, 2011, the Corporation paid $40,000 (2010 - $36,000; and 2009 - $nil) to MSSI for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation. These costs are reflected in management fees in the consolidated statements of operations. Carmelo Marrelli is the President of MSSI. As at April 30, 2011, MSSI was owed $12,562 (April 30, 2010 - $12,226 and April 30, 2009 - $nil) and this amount was included in accounts payable and accrued liabilities.
(c)	For the year ended April 30, 2011, the Corporation paid $10,696, (2010 - $5,637 and 2009 - $nil) to DSA Corporate Services Inc. ("DSA"), a firm providing corporate secretarial services to the Corporation. Carmelo Marrelli, the Chief Financial Officer of the Corporation is the secretary of DSA. These costs are reflected in professional fees in the consolidated statements of operations. As at April 30, 2011, DSA was owed $989 (April 30, 2010 - $919 and April 30, 2009 - $nil) and this amount was included in accounts payable and accrued liabilities.
(d)	During the year ended April 30, 2011, the Corporation paid management consulting fees of $65,625, (2010 - $37,500 and 2009 - $nil) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman of the Corporation. H.R. Snyder Consultants is controlled by Hugh Snyder. Of this amount, $45,313 (2010 - $37,500 and 2009 - $nil) is reflected in management fees and $20,312 (2010 - $nil and 2009 - $nil) is reflected in general and administrative expenses in the consolidated statements of operations.
(e)	During the year ended April 30, 2011, the Corporation paid engineering consulting fees of $54,500, (2010 - $18,333 and 2009 - $nil) to Wolf Seidler, a director of the Corporation. Of this amount, $31,250 (2010 - $18,333 and 2009 - $nil) is reflected in professional fees and $23,250 (2010 - $nil and 2009 - $nil) is reflected in general and administrative expenses in the consolidated statements of operations. As at April 30, 2011, the director was owed $2,260 (2010 - $nil) and this amount was included in accounts payable and accrued liabilities.
(f)	During the year ended April 30, 2011, a significant shareholder of the Corporation (Wayne Beach), and a significant shareholder who is also a director and Chairman of the Corporation (Hugh Snyder), granted an aggregate of 1,000,000 options to an officer (Ms. Shastri Ramnath) of the Corporation to acquire certain of their holdings of common shares of the Corporation at an exercise price of $1.00 per share until September 29, 2015. These options were to vest as to one-third on March 29, 2011, one-third on September 29, 2011 and one-third on September 29, 2012. The grant date fair value of $729,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 80%, risk-free rate of return of 1.79%, and an expected maturity of 5 years. On December 21, 2010, the options were cancelled and $nil was expensed as stock based compensation in the year ended April 30, 2011.
(g)	During the year ended April 30, 2011, the Corporation paid/accrued geological consulting fees of $nil (2010 - $11,340) to Mafic Planet Limited, a company that is controlled by Jon North, a director of the Corporation. These costs are included in interests in mineral properties and deferred exploration expenditures for the property interests in Chile on the consolidated balance sheet.
(h)	In the non-brokered private placement financing on December 1, 2009, the Chairman (Hugh Snyder) and former Chief Executive Officer of the Corporation subscribed for 1 million units at a price of $1.00 per unit. A director of the Corporation subscribed for 150,000 units at a price of $1.00 per unit.

www.bridgeportventures.net P a g e | 30

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The above transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The amounts due to related parties as disclosed above are unsecured, non-interest bearing and due on demand.

Off-Balance Sheet Arrangements

The Corporation does not have any off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to investors.

Proposed Transactions

There are no proposed transactions of a material nature being considered by the Corporation. However, the Corporation continues to evaluate properties and corporate entities that it may acquire in the future.

Critical Accounting Estimates

The preparation of the Corporation’s audited consolidated financial statements requires management to make certain estimates that affect the amounts reported in the consolidated financial statements. The accounting estimates considered to be significant are the valuation of the Corporation’s resource assets, warrants and stock-based compensation.

The policy of capitalizing exploration costs to date does not necessarily relate to the future economic value of the exploration properties. The valuation of mineral resource properties is dependent entirely upon the discovery of economic mineral deposits.

The Corporation uses the Black-Scholes option pricing model to estimate the fair value of options and warrants. The main factor affecting the estimates of stock-based compensation and warrants is the stock price volatility used. The Corporation uses historical price data and comparables in the estimate of the stock price volatility.

Other items requiring estimates for the year ended April 30, 2011, are amounts receivable, asset retirement obligation, accounts payable and accrued liabilities and future income taxes. Changes in the accounting estimates in these items may have a material impact on the financial position of the Corporation.

Change in Accounting Policies

During the year ended April 30, 2011, the Corporation adopted the following new accounting policies:

Short-term investment

The short-term investment consists of common shares in a public company, recorded at fair value. Fair value of the investment is determined based on the bid price. In addition, the short term investment is classified as available-for-sale.

www.bridgeportventures.net P a g e | 31

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Basis of Consolidation

The audited consolidated financial statements include the accounts of the Corporation, and its subsidiaries, BPV Gold, and Rio Condor. All significant intercompany balances and transactions have been eliminated on consolidation.

Future Accounting Changes

International Financial Reporting Standards (“IFRS”) Transition Plan

The Corporation has established a comprehensive IFRS transition plan and engaged third-party advisers to assist with the planning and implementation of its transition to IFRS. The following summarizes the Corporation's progress and expectations with respect to its IFRS transition plan:

Initial scoping and analysis of key areas for which accounting policies may be impacted by the transition to IFRS.	Complete.
Detailed evaluation of potential changes required to accounting policies, information systems and business processes, including the application of IFRS 1 First-time Adoption of International Financial Reporting Standards.	Complete.
Final determination of changes to accounting policies and choices to be made with respect to first-time adoption alternatives.	In progress, to be completed in conjunction with the Q1 2012 IFRS financial statements.
Resolution of the accounting policy change implications on information technology, business processes and contractual arrangements.	In progress, to be completed in conjunction with the Q1 2012 IFRS financial statements.
Quantification of the financial statement impact of changes in accounting policies.	In progress, to be completed in conjunction with the Q1 2012 IFRS financial statements.
Management and employee education and training.	Throughout the transition process

Any changes to accounting policies or business processes have the potential to affect the Corporation’s internal controls over financial reporting (“ICFR”). As part of its analysis of potential changes to accounting policies, the implementation team is assessing whether changes to ICFR are required. Based on the analysis performed to date, the Corporation does not currently expect the adoption to IFRS to have a significant impact on ICFR.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Impact of Adopting IFRS on the Corporation’s Business

As part of its analysis of potential changes to significant accounting policies, the Corporation is assessing what changes may be required to its accounting systems and business processes. The Corporation believes that the changes identified to date are minimal and the systems, processes and internal control procedures can accommodate the necessary changes.

To date, the Corporation has not identified any contractual arrangements that may be affected by potential changes to significant accounting policies.

The Corporation's staff and advisers involved in the preparation of the consolidated financial statements are being trained on the relevant aspects of IFRS and the anticipated changes to accounting policies. Employees of the Corporation who will be affected by a change to business processes as a result of the conversion to IFRS will also be trained as necessary.

The Board of Directors and the Audit Committee have been regularly updated on the progress of the IFRS conversion plan, and made aware of the evaluation to date of the key aspects of IFRS affecting the Corporation.

First-time adoption of IFRS

The adoption of IFRS requires the application of IFRS 1 First-time Adoption of International Financial Reporting Standards (“IFRS 1”), which provides guidance for an entity’s initial adoption of IFRS. IFRS 1 generally requires retrospective application of IFRS, effective at the end of its first annual IFRS reporting period. However, IFRS 1 also provides certain optional exemptions and mandatory exceptions to this retrospective treatment.

The Corporation has identified the following optional exemptions that it expects apply in its preparation of an opening IFRS statement of financial position as at May 1, 2010, the Corporation’s transition date:

• To apply IFRS 2 Share-based Payments only to equity instruments issued after November 7, 2002, and that had not vested by the transition date.
• To apply IFRS 3 Business Combinations prospectively from the transition date, therefore not restating business combinations that took place prior to the transition date.
• To apply the transition provisions of IFRIC 4 Determining whether an Arrangement Contains a Lease, therefore determining if arrangements existing at the transition date contain a lease based on the circumstances existing at that date.
• To apply IAS 23 Borrowing Costs prospectively from the transition date. IAS 23 requires the capitalization of borrowing costs directly attributable to the acquisition, production or construction of certain assets.

Prior to reporting interim consolidated financial statements in accordance with IFRS for the quarter ending July 31, 2011, the Corporation may decide to apply other optional exemptions contained in IFRS 1.

IFRS 1 does not permit changes to estimates that have been made previously. Accordingly, estimates used in the preparation of the Corporation’s opening IFRS statement of financial position as at the transition date will be consistent with those made under current Canadian GAAP. If necessary, estimates will be adjusted to reflect any difference in accounting policy.

www.bridgeportventures.net P a g e | 33

Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Impact of Adopting IFRS on the Corporation’s Financial Statements

The adoption of IFRS will result in some changes to the Corporation's accounting policies that are applied in the recognition, measurement and disclosure of balances and transactions in its consolidated financial statements.

The following provides a summary of the Corporation's evaluation to date of potential changes to accounting policies in key areas based on the current standards and guidance within IFRS. This is not intended to be a complete list of areas where the adoption of IFRS will require a change in accounting policies, but to highlight the areas the Corporation has identified as having the most potential for a significant change. The International Accounting Standards Board has a number of ongoing projects, the outcome of which may have an effect on the changes required to the Corporation’s accounting policies on adoption of IFRS. At the present time, however, the Corporation is not aware of any significant expected changes prior to its adoption of IFRS that would affect the summary provided below.

1)	Exploration and Evaluation Expenditures
	IFRS currently allows an entity to retain its existing accounting policies related to the exploration for and evaluation of mineral properties, subject to some restrictions.
	The Corporation expects to retain its current policy of deferring exploration and evaluation expenditures, however expects to change its accounting policies such that to exploration costs are reclassified when technical feasibility and commercial viability are demonstrable. The Corporation expects the retrospective application of this change in accounting policy will not have a significant effect on its financial statements.
2)	Impairment of (Non-financial) Assets
	IFRS requires a write down of assets if the higher of the fair market value and the value in use of a group of assets is less than its carrying value. Value in use is determined using discounted estimated future cash flows. Current Canadian GAAP requires a write down to estimated fair value only if the undiscounted estimated future cash flows of a group of assets are less than its carrying value.
	The Corporation's accounting policies related to impairment of non-financial assets will be changed to reflect these differences. However, the Corporation does not expect that this change will have an immediate impact on the carrying value of its assets. The Corporation will perform impairment assessments in accordance with IFRS at the transition date.
3)	Share-based Payments
	In certain circumstances, IFRS requires a different measurement of stock-based compensation related to stock options than current Canadian GAAP.
	The Corporation does not expect any changes to its accounting policies related to share-based payments that would result in a significant change to line items within its consolidated financial statements.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

4)	Asset Retirement Obligations (Decommissioning Liabilities)
	IFRS requires the recognition of a decommissioning liability for legal or constructive obligations, while current Canadian GAAP only requires the recognition of such liabilities for legal obligations. A constructive obligation exists when an entity has created reasonable expectations that it will take certain actions.
	The Corporation's accounting policies related to decommissioning liabilities will be changed to reflect these differences. However, the Corporation does not expect this change will have an immediate impact on the carrying value of its assets.
5)	Property and Equipment
	IFRS contains different guidance related to recognition and measurement of property and equipment than current Canadian GAAP.
	The Corporation does not expect any changes to its accounting policies related to property and equipment that would result in a significant change to line items within its consolidated financial statements.
6)	Income Taxes
	In certain circumstances, IFRS contains different requirements related to recognition and measurement of future (deferred) income taxes.
	The Corporation does not expect any changes to its accounting policies related to income taxes that would result in a significant change to line items within its consolidated financial statements.
7)	Foreign Currency
	IFRS requires that the functional currency of the Corporation and its subsidiaries be determined separately, and the factors considered to determine functional currency are somewhat different than current Canadian GAAP.
	The Corporation does not expect any changes to its accounting policies related to foreign currency that would result in a significant change to line items within its consolidated financial statements at the transition date.

Subsequent Disclosures

Further disclosures of the IFRS transition process are expected as follows:

• The Corporation's first financial statements prepared in accordance with IFRS will be the interim consolidated financial statements for the three months ending July 31, 2011, which will include notes disclosing transitional information and disclosure of new accounting policies under IFRS. The interim consolidated financial statements for the three months ending July 31, 2011, will also include 2010 consolidated financial statements for the comparative period, adjusted to comply with IFRS, and the Corporation’s transition date IFRS statement of financial position (at May 1, 2010).

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Business Combinations, Consolidated Financial Statements and Non-Controlling Interests

The CICA issued three new accounting standards in January 2009: Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602, Non-Controlling Interests. These new standards will be effective for fiscal years beginning on or after January 1, 2011. The Corporation is in the process of evaluating the requirements of the new standards.

Section 1582 replaces Section 1581 and establishes standards for the accounting for a business combination. The section applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. Sections 1601 and 1602 together replace section 1600, Consolidated Financial Statements. Section 1601, establishes standards for the preparation of consolidated financial statements. Section 1601 applies to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination.

Financial Instruments

The Corporation’s financial instruments consist of:

Description	Year ended	Year ended
	April 30, 2011	April 30, 2010
	$	$
Cash and cash equivalents	22,870,894	11,137,382
Amounts receivable and prepaids	328,637	130,342
Short term investment	280,000	-
Accounts payable and accrued liabilities	1,046,868	325,079

The primary goals of the Corporation’s financial risk management policies are to ensure that the outcome of activities involving elements of risk are consistent with the Corporation’s objectives and risk tolerance, while maintaining an appropriate risk/reward balance and protecting the Corporation’s balance sheet from events that have the potential to materially impair its financial strength. Balancing risk and reward is achieved through: identifying risk appropriately, aligning risk with overall business strategy, diversifying risk, pricing appropriately for risk, mitigation through preventive controls, and transferring risk to third parties.

The long-term corporate objective and strategic plan remains unchanged. However, the short-term objective and plan continues to be modified to reflect global economic financial conditions and general market conditions, which will inevitably have an impact on the overall risk assessment of the Corporation. Such modifications include streamlining operational costs and preserving cash to the extent possible.

The Corporation’s exposure to potential loss from financial instruments relates primarily to fair value risk, credit risk, liquidity risk, and market risks including interest rate risk and commodity price risk.

The Corporation's risk exposures and the impact on the Corporation's financial instruments are summarized below:

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Credit Risk

The Corporation's credit risk is primarily attributable to cash and cash equivalents and amounts receivable. Cash and cash equivalents consist of cash, high interest savings accounts and certificates of deposit at select Canadian financial institutions, from which management believes the risk of loss to be remote. Financial assets included in amounts receivable consist of harmonized sales tax due from the Government of Canada, deposits with service providers, amounts owing from the Chilean government and amounts owing from various landowners in Chile. Amounts receivable are in good standing as of April 30, 2011. Management believes that the credit risk concentration with respect to the financial instruments included in cash and cash equivalents and amounts receivable is remote.

Liquidity Risk

The Corporation's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2011, the Corporation had a cash and cash equivalents balance of $22,870,894 (April 30, 2010 - $11,137,382) to settle current liabilities of $1,046,868 (April 30, 2010 - $325,079). All of the Corporation's financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Corporation regularly evaluates its cash position to ensure maintenance of liquidity.

Market Risk

a) Interest Rate Risk

The Corporation has cash and cash equivalents and no interest-bearing debt. The Corporation's current policy is to invest excess cash in high interest savings accounts and investment-grade certificates of deposit issued by its Canadian financial institutions. The Corporation periodically monitors the investments it makes and is satisfied with the credit ratings of its Canadian financial institutions. Currently, the Corporation does not hedge against interest rate risk.

b) Foreign Currency Risk

The Corporation's functional and reporting currency is the Canadian dollar and purchases are transacted in Canadian and US dollars and Chilean pesos. The Corporation funds certain operations, exploration and administrative expenses in Chile and the United States on a cash call basis using US dollar currency converted from select bank accounts held in Canada. The Corporation maintains US dollar bank accounts in Canada, the United States and Chile, and Chilean peso bank accounts in Chile. The Corporation is subject to gains and losses from fluctuations in the US dollar and Chilean peso against the Canadian dollar.

The Corporation’s had the following significant balances in foreign currencies:

Description	Year ended	Year ended
	April 30, 2011	April 30, 2010
	$	$
United States Dollars
(Bank indebetedness) cash	(375,361)	508,464
Amounts receivable and prepaids	1,082	-
Accounts payable and accrued liabilities	20,196	82,208

Chilean Peso
Amounts receivable and prepaids	112,182,936	17,138,310
Accounts payable and accrued liabilities	199,755,213	10,568,652

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

c) Price Risk

The Corporation is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Corporation's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Corporation closely monitors commodity prices, as they relate to gold and copper, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Corporation. As the Corporation's mineral properties are in the exploration stage, the Corporation does not hedge against commodity price risk.

The Corporation's short term investment in Gondwana Gold is subject to fair value fluctuations arising from changes in the equity and commodity markets.

Sensitivity Analysis

The Corporation has designated its cash equivalents as held-for-trading, measured at fair value. Financial instruments included in amounts receivable are classified as receivables, which are measured at amortized cost. Short term investment is classified as available-for-sale. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

Based on management's knowledge and experience of the financial markets, the Corporation believes the following movements are "reasonably possible" over a twelve months period:

(i) Cash equivalents are subject to floating interest rates. As at April 30, 2011, if interest rates had decreased/increased by 1% with all other variables held constant, the loss for the year ended April 30, 2011 would have been approximately $156,000 higher/lower, as a result of lower/higher interest income from cash equivalents.

(ii) The Corporation is exposed to foreign currency risk on fluctuations of financial instruments that are denominated in US dollars and the Chilean peso related to cash balances, amounts receivable and accounts payable and accrued liabilities. As at April 30, 2011, a plus or minus 5% change in the foreign exchange rate with all other variables held constant, the loss for the year ended April 30, 2011 would have been approximately $48,000 higher/lower and the reported shareholders' equity would have been approximately $48,000 lower/higher.

(iii) The Corporation's short term investment in the common shares of Gondwana Gold is subject to fair value fluctuations. As at April 30, 2011, if the bid price of the common shares of Gondwana Gold had decreased/increased by 10% with all other variables held constant, other comprehensive loss for the year ended April 30, 2011 before tax would have been approximately $28,000 higher/lower and reported shareholders' equity would have been approximately $28,000 lower/higher.

Fair Value

The Corporation's financial instruments that are carried at fair value, consisting of cash and cash equivalents and short term investment are classified as Level 1 within the fair value hierarchy under Section 3862 of the CICA Handbook.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Capital Management

The Corporation manages its capital with the following objectives:

• to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
• to maximize shareholder return through enhancing the share value.

The Corporation monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Corporation may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Corporation considers its capital to be equity, comprising capital stock, warrants, contributed surplus, deficit and accumulated other comprehensive income which at April 30, 2011 totaled $30,134,612 (April 30, 2010 - $14,384,923; and April 30, 2009 - $233,995). The Corporation manages capital through its financial and operational forecasting processes. The Corporation reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on its exploration activities. Selected information is provided to the Board of Directors of the Corporation. The Corporation’s capital management objectives, policies and processes have remained unchanged during the year ended April 30, 2011. The Corporation is not subject to any capital requirements imposed by a lending institution.

Outlook

The Corporation plans to continue its exploration programs on its remaining Rio Condor properties in Chile and the Nevada Portfolio. The Corporation is continually evaluating direct or indirect acquisitions of additional properties. The Corporation continues to monitor its spending and will amend its plans and budgets based on exploration results and expectations of being able to raise financing as and when required.

Environmental Contingency

The Corporation’s operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. The Corporation intends to comply fully with all environmental regulations. As of the date of this MD&A, the Corporation does not believe that there are any significant environmental obligations requiring material capital outlays in the immediate future.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Share Capital

As of the date of this MD&A, the Corporation had 50,579,600 issued and outstanding common shares and an aggregate of 28,825,000 warrants outstanding, each entitling the holder to acquire one common share of the Corporation. At the date of this MD&A, the Corporation had 4,620,000 stock options outstanding, each entitling the holder to acquire one common share. Therefore, the Corporation had 84,024,600 common shares on a fully diluted basis.

Risks and Uncertainties

The Corporation operates in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. The risks described below should be considered carefully when assessing an investment in the Corporation’s common shares. The occurrence of any of the following events could harm the Corporation. If these events occur, the trading price of the Corporation’s common shares could decline, and shareholders may lose part or even all of their investment.

The Corporation’s exploration and development activities are subject to certain operating risks.

Mining exploration and development operations generally involve a high degree of risk. The Corporation’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold (“Au”), copper (“Cu”), precious metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

The Corporation may not discover or produce commercial quantities of minerals and may not achieve profitable operations in the future.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral-bearing structure may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Corporation will result in a profitable commercial mining operation. Whether an Au, Cu or other mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of mineralization and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Corporation towards the search and evaluation of Au, Cu or other minerals will result in discoveries of commercial quantities of Au, Cu or other minerals.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Limited exploration has been conducted by the Corporation on these properties to date. No Mineral Resources or Mineral Reserves have been identified with respect to any of the Corporation’s property interests to date and there is no certainty that the expenditures made by the Corporation towards the search and evaluation of mineral occurrences will result in discoveries of commercial quantities of Au, Cu or other minerals. The Corporation may expend substantial funds in exploring its properties only to abandon them and lose its entire expenditure on the properties if no commercial or economic quantities of minerals are found.

In addition, even in the event of the successful completion by the Corporation of initial exploration programs on its properties, there is no assurance that the results of such exploration will warrant the completion of further exploration of such properties and the properties might not be brought into a state of commercial production. The Corporation is an exploration stage company with no history of pre-tax profit and no income from its operations. There can be no assurance that the Corporation’s operations will be profitable in the future. Most exploration projects do not result in the discovery of commercially mineable deposits and no assurance can be given that any particular level of recovery of mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) mineral deposit that can be legally and economically exploited. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production.

In such circumstances, the Corporation may be required to acquire and focus its operations on one or more additional mineral properties. There can be no assurance that any such additional mineral properties will be available for acquisition by the Corporation or that, if available, the terms of acquisition will be favourable to the Corporation.

The Corporation does not own certain of its properties but is required to make payments to earn its interest.

If the Corporation is unable to make the required outlays, its entire investment could be lost. Certain of the Corporation’s properties, including the Tamara and Trillador properties, are currently held under option. The Corporation has no ownership interest in these properties until it meets, where applicable, all required cash payments. If the Corporation is unable to fulfill the requirements of these option agreements, it is likely that it would be considered in default of the agreements and the option agreements could be terminated, resulting in the complete loss of all expenditures including the payments made on the properties to that date.

Ongoing exploration of properties currently held by the Corporation under option could result in a devaluation of such properties.

Certain of the Corporation’s properties, including the Tamara and Trillador properties, are currently held under option. Until such time as the Corporation acquires an ownership in the properties, other companies have the right to explore and exploit certain of the Corporation’s properties. This ongoing exploration could result in a devaluation of the Corporation’s properties due to the potential removal of minerals from the properties by other companies. If such removal of minerals were to occur, it would likely ultimately negatively impact upon the estimated mineral resources and reserves, if any, related to such properties.

The Corporation may acquire additional exploration stage properties and it may face negative reactions if resources or reserves are not located on acquired properties.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation may acquire additional exploration stage properties. There can be no assurance that it will be able to identify and complete the acquisition of such properties at reasonable prices or on favorable terms and that resources or reserves will be identified on any properties that the Corporation acquires. The Corporation may also experience negative reactions from the financial markets if it is unable to successfully complete acquisitions of additional properties or if resources or reserves are not located on acquired properties. These factors may adversely affect the trading price of the Corporation’s common shares or its financial condition or results of operations.

The Corporation has a history of losses and expects losses to continue for the foreseeable future. As a result, it will require additional equity financings, which will cause dilution to the interests of existing shareholders.

The Corporation has limited financial resources and has no operating cash flow. As of the year ended April 30, 2011, the Corporation had incurred accumulated losses totaling $9,461,581 under United States generally accepted accounting principles (“U.S. GAAP”). The continued exploration efforts will require additional capital to help maintain and expand exploration on the Corporation’s principal exploration properties. Additionally, if the Corporation decides to proceed with a feasibility study on any of its primary properties, substantial additional funds will be required to complete the study as well as to complete the acquisition of the projects held under option agreements. The Corporation has traditionally been required to raise funds through the sale of its common shares and has no current plans to obtain financing through means other than equity financing. However, due to the current economic conditions, the Corporation may not be able to obtain additional equity financing on reasonable terms, if at all. If the Corporation is unable to obtain sufficient financing in the future, it might have to dramatically slow exploration efforts and/or lose control of its projects. If equity financing is required, then such financings could result in significant dilution to the interests of existing or prospective shareholders. These financings may be on terms less favourable to the Corporation than those obtained previously.

The Corporation’s ability to continue as a going concern is dependent on raising additional capital, which it may not be able to do on favorable terms, or at all.

The Corporation will need to raise additional capital to support its continuing operations. The Corporation can provide no assurance that additional funding will be available on a timely basis, on terms acceptable to the Corporation, or at all. If the Corporation is unsuccessful raising additional funding, its business may not continue as a going concern. Even if the Corporation does find additional funding sources, it may be required to issue securities with greater rights than those currently possessed by holders of its common shares. The Corporation may also be required to take other actions that may lessen the value of its common shares or dilute its common shareholders, including borrowing money on terms that are not favorable to the Corporation or issuing additional equity securities. If the Corporation experiences difficulties raising money in the future, its business and liquidity will be materially adversely affected.

The Corporation currently relies on a limited number of properties.

The material property interests of the Corporation are currently its interest in the properties known as the Rosario project (specifically the Tamara and Trillador properties), and the Nevada Portfolio. As a result, unless the Corporation acquires additional property interests, any adverse developments affecting the Tamara and Trillador properties or the Nevada Portfolio could have a material adverse effect upon the Corporation and could materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Corporation.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation is subject to certain uninsured risks which may result in losses and have a material adverse effect upon the financial performance and results of operations of the Corporation.

The Corporation’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, fire and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Corporation’s properties or the properties of others, delays in exploration activities, mining, monetary losses and possible legal liability.

The Corporation currently maintains only general liability and director and officer insurance but no insurance against its properties or operations. Although the Corporation may in the future maintain additional insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mining or mineral exploration company’s operations. The Corporation may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Corporation or to other companies in the mining industry on acceptable terms. The Corporation might also become subject to liability for pollution or other hazards which may not be insured against or which the Corporation may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Corporation to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

The Corporation’s property interests may be subject to undetected title defects.

No assurances can be given that there are no title defects affecting the Tamara and Trillador properties or the Nevada Portfolio. Title insurance generally is not available, and the Corporation’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, the Corporation has only conducted a preliminary legal survey of certain of the claims in which it holds an interest and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the Corporation’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Corporation may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

There are no guarantees that title to the Corporation’s properties will not be challenged in the future.

The possibility exists that the Corporation could lose title and ownership to the Rio Condor Resources S.A. (“Rio Condor”) properties, specifically the Tamara and Trillador properties, even if the options it holds are validly exercised, which would have a negative effect on its operations and valuation. The Corporation’s Chilean legal counsel has reviewed documents pertaining to the Tamara and Trillador properties and has opined that title to these is current and that the agreements entered into between Rio Condor and the underlying vendors are appropriate. The Corporation has only completed a preliminary legal survey of the boundaries of some of its properties, and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. There may be valid challenges to the title to the Corporation’s mineral properties which, if successful, could impair the Corporation’s ownership rights to such properties. Any disputes with respect to title may have to be defended through the courts. In the event of an adverse judgment, the Corporation could lose its property rights which could have a material adverse effect on the Corporation.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Legislation has been proposed that would significantly affect the mining industry.

Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs the unpatented claims that the Corporation controls with respect to its U.S. properties. One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on the Corporation’s U.S. properties. If additional legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair the Corporation’s ability to develop mineral estimates on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our business.

In March 2010, the State of Nevada enacted Assembly Bill No. 6 (“AB6”) which sought to balance the state budget by reducing expenditures and increasing certain fees. Among those fee increases was a one-time fee payable in conjunction with the annual filing of an affidavit of the intent to hold a mining claim, with a tiered fee structure applied for holders of 11 or more claims in Nevada. The fee ranges from $70 per claim for holders of 11 to 199 claims up to $195 per mining claim for holders of 1,300 or more claims as of the date of filing. The law authorizing these fees was subsequently ruled unconstitutional and was voided. Fees paid by the Corporation under terms of AB6 will be refunded, but the timing and mechanism of the refund process has not yet been determined by the State. The Corporation made the required deferred payment of approximately $22,343 between May 20th and May 24th, 2011 to the local county recorder’s office for each property. Since the properties were acquired in October, 2010, Fronteer Gold made the 2011 maintenance fee payments. Bridgeport’s first 2012 maintenance fee payments are due on or before September 1, 2011 and will be paid to the local BLM offices at a rate of $140/claim. The Corporation remains at risk that Nevada may impose additional fees or other levies affecting the mining industry in the future.

Amendments to certain government regulations applicable to mineral exploration and development activities may adversely impact the Corporation’s operations.

The development and mineral exploration activities of the Corporation are, and any future mining and processing activities will be, subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although the Corporation’s exploration and development activities are currently, and any future mining and processing operations will be, carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Corporation.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation relies upon a small number of key executives and directors and the loss of such individuals may adversely affect its business and operations.

The Corporation is dependent on the services of key executives, including the directors of the Corporation and a small number of highly skilled and experienced executives. Due to the relatively small size of the Corporation, the loss of these persons or the Corporation’s inability to attract and retain additional highly skilled personnel may adversely affect its business and future operations. The Corporation’s key executives include Shastri Ramnath, President, Chief Executive Officer and and Carmelo Marrelli, Chief Financial Officer; and the other directors of the Corporation, including Hugh Snyder, Chairman, Graham Clow, Jon North and Wolf Seidler. The Corporation maintains no “key man” life insurance on any members of its management or directors.

The Corporation’s results of operations depend on economic conditions in Chile.

The Corporation’s financial condition and results of operations depend significantly on economic conditions prevailing in Chile. According to data published by the Central Bank, the Chilean economy grew at a rate of 5.7% in 2005, 4.0% in 2006, 5.3% in 2007, 3.2% in 2008, -1.5% in 2009 and 5.2% in 2010. Also, Chile has experienced high rates of inflation in the past. The annual rates of inflation (as measured by changes in the consumer price index and as reported by the Chilean National Institute of Statistics) in 2007, 2008, 2009 and 2010 were 7.8%, 8.9%, -1.4% and 3.3%, respectively. The Chilean government has exercised and continues to exercise substantial influence over many aspects of the private sector and has changed monetary, fiscal, tax and other policies to influence the Chilean economy. We have no control over and cannot predict how government intervention and policies will affect the Chilean economy or, directly and indirectly, our operations and revenues. Our operations and financial condition may be adversely affected by high levels of inflation in Chile and changes in policies involving labor laws, exchange controls, taxation, exportation and other matters. In addition, our operations and financial condition may be adversely affected by factors such as:

• fluctuations in exchange rates; base interest rate fluctuations; and
• other political, diplomatic, social and economic developments in or affecting Chile.

Mineral operations are subject to market forces outside of the Corporation’s control, which could negatively impact the Corporation’s operations.

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.

The Corporation has a limited operating history and may not achieve a return on shareholders’ investment.

The Corporation has a very limited history of operations, is in the early stage of exploration and must be considered a start-up company. As such, the Corporation is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Corporation will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation operates in foreign countries and is subject to currency fluctuations which could have a negative effect on its operating results.

A substantial portion of the Corporation’s operations are located in the United States and Chile, which makes it subject to foreign currency fluctuations. The Corporation’s accounts are maintained in Canadian dollars while certain expenses are numerated in U.S. dollars and Chilean pesos. Such fluctuations may adversely affect the Corporation’s financial position and results of operations. Management may not take any steps to address foreign currency fluctuations that would eliminate all adverse effects and, accordingly, the Corporation may suffer losses due to adverse foreign currency fluctuations.

The Corporation may be unable to obtain sufficient capital for purposes of financing its operations.

The development and exploration of the Corporation’s properties will require substantial additional financing. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, development or production on any or all of the Corporation’s properties or even a loss of property interest. The Corporation may not have sufficient funds to finance such operations. The primary source of funding available to the Corporation consists of equity financing. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Corporation.

Uncertain global economic conditions will affect the Corporation and its common share price.

Current conditions in the domestic and global economies are uncertain. There continues to be a high level of market instability and market volatility with unpredictable and uncertain financial market projections. Global financial problems and lack of confidence in the strength of global financial institutions have created many economic and political uncertainties that have impacted the global economy. As a result, it is difficult to estimate the level of growth for the world economy as a whole. It is even more difficult to estimate growth in various parts of the world economy, including the markets in which the Corporation participates. All components of the Corporation’s budgeting and forecasting are dependent on commodity prices and their fluctuations as well as political acceptance and policy. The prevailing economic uncertainties render estimates of future expenditures difficult.

There are significant uncertainties regarding the price of Au, Cu and other minerals and the availability of equity financing for the purposes of mineral exploration and development. The prices of Au, Cu and other minerals have fluctuated substantially over the past several months and financial markets have deteriorated to the point where it has become difficult for companies to raise new capital. The Corporation’s future performance is largely tied to the development of its current mineral properties and the overall financial markets. Current financial markets are likely to be volatile in Canada potentially into late 2011, reflecting ongoing concerns about the stability of the global economy and weakening global growth prospects. As well, concern about global growth has led to fluctuations in the commodity markets. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing and raising funds. Companies worldwide have been affected particularly negatively by these trends. As a result, the Corporation may have difficulties raising equity financing for the purposes of mineral exploration and development, particularly without excessively diluting present shareholders of the Corporation. These economic trends may limit the Corporation’s ability to develop and/or further explore its mineral property interests.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation is subject to environmental risks and hazards and a failure to comply with environmental regulations could have a material adverse effect on the Corporation’s results of operations.

All phases of the Corporation’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air, water and soil quality standards, land reclamation, and the protection of vegetation, wildlife and historical and cultural resources, if present. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Corporation’s operations. Environmental hazards may exist on the properties on which the Corporation holds interests which are unknown to the Corporation at present and which have been caused by previous or existing owners or operators of the properties.

In Chile, exploration activities require an environmental declaration, while mining activities require an environmental evaluation. These documents are presented to the government entity (i.e., Conama or Corena) before activities begin. As the Corporation is at the exploration stage, the disturbance of the environment is limited and the costs of complying with environmental regulations are minimal. However, if operations result in negative effects upon the environment, government agencies will usually require the Corporation to provide remedial actions to correct the negative effects.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Global climate change is an international concern, and could impact the Corporation’s ability to conduct future operations.

Global climate change is an international issue and receives an enormous amount of publicity. The Corporation would expect that the imposition of international treaties or U.S. or Chilean federal, state or local laws or regulations pertaining to mandatory reductions in energy consumption or emissions of greenhouse gasses could affect the feasibility of its mining projects and increase its operating costs.

Permitting, licensing and approval processes are required for the Corporation’s operations and obtaining and maintaining these permits, licenses and approvals is subject to many conditions which the Corporation may be unable to achieve.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

The Corporation’s exploration activities are subject to various federal, provincial and local laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, and other matters. Many of the operations of the Corporation require licenses and permits from various governmental authorities. Exploration generally requires one form of permit while development and production operations require additional permits.

The Corporation believes it holds or is in the process of obtaining all necessary licenses and permits to carry on the activities which it is currently conducting under applicable laws and regulations. Such licenses and permits are subject to changes in regulations and changes in various operating circumstances. There can be no guarantee that the Corporation will be able to obtain all necessary licenses, permits and approvals that may be required to maintain its exploration and mining activities including constructing mines or milling facilities and commencing operations of any of its exploration properties. In addition, if the Corporation proceeds to production on any exploration property, it must obtain and comply with permits and licenses which may contain specific conditions concerning operating procedures, water use, the discharge of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Corporation will be able to obtain such permits and licenses or that it will be able to comply with any such conditions.

The Corporation’s operations depend upon the availability and maintenance of certain infrastructure that is necessary for purposes of mineral exploration and development activities.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Corporation’s operations, financial condition and results of operations.

The Corporation faces competition from companies with greater financial resources and operational capabilities.

The mining industry is competitive in all of its phases. The Corporation faces strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Corporation. Other companies could outbid the Corporation for potential projects or produce minerals at lower costs, which would have a negative effect on the Corporation’s operations. As a result of this competition, the Corporation may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, the Corporation’s revenues, operations and financial condition could be materially adversely affected.

Declining mineral prices may adversely impact the Corporation’s financial results and operations and the price of its common shares.

The price of the common shares of the Corporation, the Corporation’s financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of Au, Cu or other minerals. The price of Au, Cu or other minerals fluctuates widely and is affected by numerous factors beyond the Corporation’s control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, the political and economic conditions of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. Future serious price declines in the market value of Au, Cu or other minerals could cause continued development of and commercial production from the Corporation’s properties to be impracticable. Depending on the price of Au, Cu and other minerals, cash flow from mining operations may not be sufficient and the Corporation could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Corporation’s mining properties is dependent upon the prices of Au, Cu and other minerals being adequate to make these properties economic.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

In addition to adversely affecting the Corporation’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

The market price of the Corporation’s common shares may be subject to factors unrelated to the Corporation’s performance and such market price may not accurately reflect the long-term value of the common shares.

Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the securities of the Corporation is also likely to be significantly affected by short-term changes in Au, Cu or other mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Corporation’s performance that may have an effect on the price of the Corporation’s securities include the following: the extent of analytical coverage available to investors concerning the Corporation’s business may be limited if investment banks with research capabilities do not follow the Corporation’s securities; lessening in trading volume and general market interest in the Corporation’s securities may affect an investor’s ability to trade significant numbers of securities; the size of Corporation’s public float may limit the ability of some institutions to invest in the Corporation’s securities; and a substantial decline in the price of the Corporation’s securities that persists for a significant period of time could cause the Corporation’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.

As a result of any of these factors, the market price of the securities of the Corporation at any given point in time may not accurately reflect the Corporation’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The Corporation may not pay dividends on its common shares in the foreseeable future.

The Corporation has paid no dividends on its common shares since incorporation and does not anticipate paying dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the Corporation’s board of directors after taking into account many factors, including the Corporation’s operating results, financial condition and current and anticipated cash needs.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Sales of common shares by existing shareholders may impair the Corporation’s ability to raise capital in the future.

Sales of a large number of common shares of the Corporation in the public markets, or the potential for such sales, could decrease the trading price of the common shares and could impair the Corporation’s ability to raise capital through future sales of common shares. At any given time, the Corporation may have previously issued common shares at an effective price per share which is lower than the then market price of the common shares as publicly traded. Accordingly, at any time a significant number of shareholders of the Corporation may have an investment profit in the common shares of the Corporation that they may seek to liquidate.

The Corporation’s directors and officers may have conflicts of interest in connection with other mineral exploration and development companies.

Certain of the directors and officers of the Corporation also serve as directors and/or officers and/or shareholders of other companies involved in natural resource exploration and development. Specifically, Graham Clow serves as Chief Financial Officer for New Dawn Mining Corp.; Jon North serves as a director for New Dawn Mining Corp. and Northquest Ltd.; Wolf Seidler serves as director of Baja Mining Corp.; and Carmelo Marrelli serves as a director for Odyssey Resources Limited and a officer for several junior exploration companies. Each of these companies is in either resource exploration or development, or mining. Consequently, it is possible that conflicts of interest may arise between these individuals’ duties as directors and officers of the Corporation and their duties as directors of other corporations. For example, certain corporate opportunities may come to the attention of such individuals where such opportunities would be attractive to both the Corporation and another corporation for which the individual serves as a director. Any decision made by any of such directors and officers involving the Corporation should be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Corporation and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) (the “Business Corporations Act”) and other applicable laws.

Some of the Corporation’s executive officers do not devote all of their time to the Corporation’s business, which may hinder its ability to operate successfully.

The Corporation’s Chief Financial Officer is involved in other business activities, which may result in his spending less time than may be required to manage the Corporation’s business successfully. This could have a material adverse effect on the Corporation’s business, financial condition and results of operations. In addition, the amount of time the Corporation’s Chief Financial Officer will allocate among the Corporation's business and other businesses could vary significantly from time to time depending on various circumstances and needs of the businesses, such as the relative levels of strategic activities of the businesses. There are no formal requirements or guidelines for the allocation of the Corporation’s officers’ time between its business and other businesses.

The Corporation has no history of earnings and no foreseeable earnings.

None of the properties in which the Corporation has or may acquire an interest has been determined to be commercially feasible and hence none have any commercial production. The Corporation has no history of profits and has a substantial deficit. The Corporation receives no revenues, earnings or cash flow from production or otherwise and is entirely dependent on raising additional equity and loan financing.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

While the Corporation may receive funds from the exercise of outstanding share purchase warrants and stock options there are no assurances that this will occur. While the Corporation may generate additional working capital through joint ventures or sale of its properties in whole or in part, there is no assurance that this will be possible.

U.S. investors may have difficulty enforcing U.S. judgments against the Corporation.

The Corporation is incorporated under the laws of Ontario, Canada and all of the Corporation’s directors and officers are residents of Canada. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon the Corporation or upon such persons who are not residents of the United States, or to realize in the United States upon judgments of U.S. courts predicated upon civil liabilities under U.S. securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Corporation predicated solely upon such civil liabilities.

The Corporation may be a passive foreign investment company, which has certain adverse consequences for U.S. Holders (as defined herein).

A non-U.S. corporation generally will be considered a “passive foreign investment company” (a “PFIC”) as such term in defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for any taxable year if either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. If the Corporation were treated as a PFIC for any taxable year in which a U.S. Holder held the Corporation’s shares, certain adverse consequences could apply, including a material increase in the amount of tax that the U.S. Holder would owe, an imposition of tax earlier than would otherwise be imposed, interest charges and additional tax form filing requirements.

The determination of whether a corporation is a PFIC involves the application of complex tax rules. The Corporation has not made a conclusive determination as to whether it has been in prior tax years or is currently a PFIC. The Corporation could have qualified as a PFIC for past tax years and may qualify as a PFIC currently or in future tax years. However, no assurance can be given as to such status for prior tax years, for the current tax year or future tax years. U.S. Holders of Corporation’s shares are urged to consult their own tax advisors regarding the application of U.S. income tax rules. Each U.S. Holder of the Corporation is urged to consult a tax advisor with respect to how the PFIC rules affect their situation.

Shares of the Corporation may be adversely affected by the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving “penny stocks.” Subject to certain exceptions, a penny stock generally includes any equity security not traded on an exchange that has a market price of less than US$5.00 per share. The Corporation’s shares are expected to be deemed penny stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in the Corporation’s shares, which could severely limit the market liquidity of the shares and impede the sale of the shares in the secondary market.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse in each of the two most recent fiscal years with a reasonable expectation of achieving such level in the current fiscal year) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission (the “Commission”) relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The Chilean government could levy additional taxes on corporations operating in Chile.

In 2005, the Chilean Congress approved Law No. 20,026 (also known as the “Royalty Law”) establishing a royalty tax to be applied to mining activities developed in Chile. The Corporation cannot assure you that the way in which the Royalty Law is interpreted and applied will not change in the future. In addition, the Chilean Government may decide to levy additional taxes on mining companies or other corporations in Chile. Such changes could have a material adverse effect on the Corporation’s business, financial condition and results of operations.

The Corporation’s operations may require the approval of aboriginal peoples in the future.

Certain jurisdictions in which the Corporation holds, or may in the future hold, property interests may require that notification be provided to local aboriginal groups prior to the commencement of exploration or development work or that approval of exploration and development activities be obtained from such aboriginal groups. To the extent that the approval of aboriginal people of any of the Corporation’s operations is required, and such approvals are not obtained, the Corporation may be curtailed or prohibited from continuing its exploration or mining operations or from proceeding with planned exploration or development of mineral properties, which could have a material adverse impact on its operations and financial condition.

The Corporation may not be able to raise the funds necessary to fully explore and develop the Tamara and Trillador properties and the Nevada Portfolio properties.

There is no assurance that the Corporation would be able to raise the requisite funds necessary to fully explore and, if warranted, develop the Tamara and Trillador properties and the Nevada Portfolio properties. In this regard, funds may not be available to the Corporation on terms acceptable to it, if at all. If such funds are not raised and/or the exploration and development of such mineral properties does not occur or is significantly curtailed, it would likely adversely affect the Corporation and the price of its common shares.

Disclosure controls

Disclosure controls and processes have been designed to ensure that information required to be disclosed by the Corporation is compiled and reported to Corporation management as appropriate to allow timely decisions regarding required disclosure. The Corporation’s Chief Executive officer and Chief Financial Officer have concluded, based on their evaluation as of April 30, 2011, that the Corporation’s disclosure controls and procedures are effective to provide reasonable assurance that material information related to the Corporation is made known to them by employees and third party consultants working for the Corporation. There have been no significant changes in the Corporation’s disclosure controls and processes during the year ended April 30, 2011.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

It should be noted that while the Corporation’s Chief Executive Officer and Chief Financial Officer believe that the Corporation’s disclosure controls and processes will provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and processes will prevent all errors and frauds. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that its objectives are met.

ICFR

Management is responsible for certifying the design of the Corporation’s ICFR as required by National Instrument 52-109 – “Certification of Disclosure in Issuers’ Annual and Interim Filings”. ICFR is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with applicable Canadian GAAP. ICFR should include those policies and procedures that establish the following:

• maintenance of records in reasonable detail that accurately and fairly reflect the transactions and dispositions of assets;
• reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable Canadian GAAP;
• receipts and expenditures are only being made in accordance with authorizations of management and the Board of Directors; and
• reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the design of the Corporation’s ICFR as of April 30, 2011, pursuant to the requirements of National Instrument 52-109. The Corporation has designed appropriate ICFR (COSO Framework, as discussed below) for the nature and size of the Corporation’s business, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with Canadian GAAP except as noted herein.

The Corporation uses MSSI, a service organization in Canada, controlled by the Chief Financial Officer of the Corporation, to perform the majority of its financial reporting functions, including the recording of transactions, the reconciliation of accounts and the preparation of the consolidated financial statements. Controlling and monitoring processes performed by MSSI are as important as controlling and monitoring processes performed within the Corporation. Management currently monitors the work performed by MSSI through the review of the consolidated financial statements and other financial information and discussions with the staff of MSSI. Though these monitoring controls do provide some assurance, they lack a sufficient level of precision to ensure that all errors will be prevented or detected.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

MSSI has obtained an auditor’s report of controls as at September 30, 2010, that stated the internal control functions that clients of MSSI use are designed and operating effectively. The Corporation’s management has determined that the internal controls at MSSI are designed and operating effectively for Canadian operations. The control framework that MSSI has adopted to design certain functions is the COSO Framework published by The Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). COSO is recognized the world over for providing guidance on critical aspects of organizational governance, business ethics, internal control, enterprise risk management, fraud, and financial reporting.

Management has determined that the internal controls of the Corporation are designed and operating effectively for the year ended April 30, 2011. There have been no changes in ICFR during the year ended April 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Corporation’s ICFR.

Subsequent event

(i)	On May 20, 2011, the Corporation decided to terminate its rights to the Rosario, Eliana, and Julia mining concessions and did not make the May 20, 2011 property payment of US$720,000. The Corporation has retained its rights to the Trillador and Tamara properties. These properties are subject to future property payments listed on page 9 (Trillador) and page 11 (Tamara) of this MD&A.
(ii)	On June 8, 2011, the Corporation granted 5,000 stock options to an employee pursuant to the Corporation's stock option plan, exercisable for one common share each at a price of $0.85 per share for a period of five years expiring on June 8, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant.
(iii)	On June 8, 2011, the Corporation granted 50,000 stock options to a consultant pursuant to the Corporation's stock option plan, exercisable for one common share each at a price of $0.85 per share for a period of five years expiring on June 8, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant.
(iv)	On July 19, 2011, the Corporation entered into an option agreement (the "Option Agreement") with Orsa Ventures Corp. (“Orsa”) whereby Orsa can earn a 51 per cent interest in Bridgeport’s Ashby Gold Property in Nevada through phased exploration expenditures, share payments and a cash payment to Bridgeport. Pursuant to the terms of the Option Agreement, Orsa has the option (the "First Option") to earn up to a 49% interest in the Ashby Property by:

a)	issuing to Bridgeport or its nominee an aggregate of 100,000 common shares of Orsa within three business days of receipt by Orsa of the approval of the TSX Venture Exchange to the Option Agreement;
b)	incurring an aggregate of $150,000 of exploration expenditures on the Ashby Property within one year of the date of the Option Agreement; and
c)	incurring $300,000 of cumulative exploration expenditures on the Ashby Property within two years of the date of the Option Agreement.

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Bridgeport Ventures Inc.

(An Exploration Stage Enterprise)

Management’s Discussion & Analysis

Year Ended April 30, 2011

Dated – July 25, 2011

If Orsa exercises the First Option and acquires a 49% interest in the Ashby Property, it will have the option (the "Second Option") to acquire a further 2% interest in the Ashby Property (for an aggregate 51% interest) by paying Bridgeport $100,000 in cash and issuing to Bridgeport common shares having an aggregate value of $100,000 within a 90 day period.

Following the exercise of the First Option, and if applicable, the Second Option, Orsa and Bridgeport will form a joint venture for further exploration and development of the Ashby Property. If Orsa has exercised the Second Option, it will hold a 51% interest in the joint venture and will be the operator of the joint venture. If Orsa has not exercised the Second Option, Orsa will hold a 49% interest in the joint venture and Bridgeport will become the operator.

The Option Agreement remains subject to the approval of the TSX Venture Exchange.

Additional Information

Additional information regarding Bridgeport is available on SEDAR at www.sedar.com.

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EX-99.17

Exhibit 99.17

EX-99.18

Exhibit 99.18

EX-99.19

Exhibit 99.19

July 25, 2011

Filed Via SEDAR

Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
New Brunswick Securities Commission
Newfoundland Securities Commission
Nova Scotia Securities Commission
Ontario Securities Commission
Prince Edward Island Securities Commission
Saskatchewan Securities Commission
TSX
Dear Sirs,
Re:	BRIDGEPORT VENTURES INC.

We are pleased to advise you of the details of the upcoming meeting of the Security Holders of BRIDGEPORT VENTURES INC.:

Meeting Type:	Annual General Meeting
CUSIP:	108404104
Meeting Date:	September 28, 2011
Record Date for Notice:	August 22, 2011
Record Date for Voting:	August 22, 2011
Beneficial Ownership Determination Date:	August 22, 2011
Class of Securities Entitled to Receive Notice:	COMMON SHARES
Class of Securities Entitled to Vote:	COMMON SHARES
Meeting Location:	Toronto

We are filing this information in compliance with the Canadian Securities Administrators' National Instrument 54 - 101 regarding Shareholder Communication, and in our capacity as the agent for BRIDGEPORT VENTURES INC..

Regards,

"KATHERINE MILLS"

KATHERINE MILLS

Client Services

c.c. CDS & Co.

EX-99.20

Exhibit 99.20

BRIDGEPORT VENTURES INC.

SUPPLEMENTAL MAILING LIST FORM

National Instrument 51-102 - Continuous Disclosure Obligations mandates that Bridgeport Ventures Inc. (the “Company”) send annually a request form to registered holders and beneficial owners of securities to enable such holders and owners to request a copy of the Company’s annual financial statements and related MD&A and/or interim financial statements and related MD&A (collectively, the “Statements”), in accordance with the procedures set out in National Instruments 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer. If you wish to receive either or both of the Statements, you must complete this form and forward it to our transfer agent at the following address:

Valiant Trust Company
710 - 130 King St W
Toronto Ontario M5X 1A9

Please note that both registered holders and beneficial owners should return the form; registered holders will not automatically receive the Statements. (Registered holders are those with shares registered in their name: beneficial owners have their shares registered in an agent, broker, or bank’s name.)

*****************

Please put my name on your Supplemental Mailing List to receive

the Statements (as indicated) of Bridgeport Ventures Inc.

(Please PRINT your name and address)

_______________Interim Financial Statements and MD&A

_______________Annual Financial Statements and MD&A

(First Name and Surname)

(Number and Street) (Apartment/Suite)

(City) (Province/State)

(Postal Code)

Signed:

(Signature of Shareholder)

EX-99.21

Exhibit 99.21

BRIDGEPORT VENTURES INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “Meeting”) of the shareholders of Bridgeport Ventures Inc. (the “Corporation”) will be held at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada, M5H 3C2 on Wednesday, the 28^th day of September, 2011 at 12:00 p.m. (Toronto time) for the following purposes:

1.	to receive and consider the financial statements of the Corporation for the fiscal year ended April 30, 2011, together with the report of the auditors thereon;
2.	to elect directors;
3.	to appoint auditors and to authorize the directors to fix their remuneration; and
4.	to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

     This notice is accompanied by a form of proxy, the Circular, the audited financial statements of the Corporation for the fiscal year ended April 30, 2011, and a supplemental mailing list form.

     Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

     DATED at Toronto, Canada as of the 22^nd day of August, 2011.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)

Shastri Ramnath, President and Chief Executive Officer

EX-99.22

Exhibit 99.22

BRIDGEPORT VENTURES INC.

Management Information Circular

SOLICITATION OF PROXIES

This management information circular is furnished in connection with the solicitation by management of Bridgeport Ventures Inc. (the “Company”) of proxies to be used at the annual meeting of shareholders of the Company (the “Meeting”) referred to in the accompanying Notice of Annual Meeting of Shareholders (the “Notice”) to be held on September 28, 2011, at the time and place and for the purposes set forth in the Notice. The solicitation is made by the management of the Company and will be made primarily by mail, but proxies may also be solicited personally or by telephone by regular employees of the Company at nominal cost. The cost of solicitation by management will be borne by the Company. The information contained herein is given as of August 22, 2011, unless indicated otherwise.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Company.

Each shareholder has the right to appoint a person or company, who need not be a shareholder of the Company, other than the persons named in the enclosed form of proxy, to represent such shareholder at the Meeting or any adjournment thereof. Such right may be exercised by inserting such person’s name in the blank space provided and striking out the names of management’s nominees in the enclosed form of proxy or by completing another proper form of proxy. All proxies must be executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a company, by an officer or attorney thereof duly authorized. The completed form of proxy must be deposited at the office of Valiant Trust Company, Suite 2950, 130 King St West, Toronto, Ontario M5X 1A9, before 4:00 p.m. (Toronto time) on September 26, 2011, or delivered to the Chairman of the Meeting on the day of the Meeting, prior to the commencement of the Meeting or any adjournment thereof.

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either:

1.           by delivering another properly executed form of proxy bearing a later date and depositing it as aforesaid;

2.           by depositing an instrument in writing revoking the proxy executed by him or her:

(a) with Valiant Trust Company at its office denoted herein at any time up to and including 4:00 p.m. (Toronto time) on the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or

(b) with the Chairman of the Meeting on the day of the Meeting, prior to the commencement of the Meeting or any adjournment thereof; or

3.           in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

Shares represented by properly executed proxies in favour of the persons named in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the shares will be voted or withheld from voting in accordance with the specifications so made. Where shareholders have properly executed proxies in favour of the persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the shares represented thereby, such shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the commencement of the last completed fiscal year of the Company ended April 30, 2011, no Nominee (as defined below) for election as a director of the Company, and no associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Each holder of common shares in the capital of the Company (“Common Shares”) of record at the close of business on August 22, 2011 (the “record date”) will be entitled to vote at the Meeting or at any adjournment thereof, either in person or by proxy. As of August 22, 2011, the Company had 50,579,600 issued and outstanding Common Shares. Each Common Share carries the right to one vote per share. The outstanding Common Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “BPV”.

To the knowledge of the directors and executive officers of the Company as of August 22, 2011, no person beneficially owns, directly or indirectly, or exercises control or direction over 10% or more of the outstanding Common Shares.

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NON-REGISTERED HOLDERS

Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “Non-Registered Holder”) are registered in the name of a nominee such as an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) or a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will either be given a form of proxy or a request for voting instructions (often called a “proxy authorization form”). In either case, Non-Registered Holders who wish their Common Shares to be voted at the Meeting should carefully follow the instructions of their Intermediary or other nominee, including those regarding when and where the proxy or proxy authorization form is to be delivered.

COMPENSATION OF EXECUTIVE OFFICERS

The following table provides a summary of all annual and long-term compensation for services rendered in all capacities to the Company for the fiscal years ended April 30, 2011 and 2010 in respect of the individuals who served, during the fiscal year ended April 30, 2011, as the Chief Executive Officer and the Chief Financial Officer of the Company (the “Named Executive Officers”). The Company had no other executive officers whose total salary and bonus during the fiscal year ended April 30, 2011 exceeded $150,000.

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Summary Compensation Table

Name and Principal Position	Fiscal Year Ended April 30,	Salary	Share- based awards	Option-based awards(5)	Non-equity incentive plan compensation		Pension value	All other compensation	Total compensation
					Annual Incentive Plans	Long- term incentive plans
Shastri Ramnath, Chief Executive Officer (1)	2011	$91,250	Nil	$1,214,400	Nil	Nil	Nil	Nil	$1,305,650
	2010	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Hugh Snyder, Chairman and Former Chief Executive Officer (2)	2011	$65,625	Nil	Nil	Nil	Nil	Nil	Nil	$65,625
	2010	$37,500	Nil	$472,000(3)	Nil	Nil	Nil	Nil	$509,000
Carmelo Marrelli, Chief Financial Officer	2011	$40,000	Nil	Nil	Nil	Nil	Nil	Nil	$40,000
	2010	$36,000	Nil	$8,000(4)	Nil	Nil	Nil	Nil	$44,000

Note(s):

(1)	Ms Ramnath was appointed as President and Chief Executive Officer effective September 29, 2010.
(2)	Mr. Snyder was appointed as Chairman of the Board and director effective November 11, 2009 and as Chief Executive Officer effective January 11, 2010. Mr. Snyder resigned as Chief Executive Officer effective September 29, 2010.
(3)	On November 12, 2009, the Company granted 200,000 stock options to Mr. Hugh Snyder pursuant to the Company's stock option plan, exercisable for one Common Share each at a price of $1.20 per share for a five-year period expiring on November 12, 2014. The options vest one-third on the date of grant and one-third each on the first and second anniversaries of the date of grant. The grant date fair value of $172,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 93%, risk-free rate of return 2.7% and an expected maturity of 5 years. On December 8, 2009, the Company granted 300,000 options to Mr. Hugh Snyder pursuant to the Company's stock option plan, exercisable for one Common Share each at a price of$1.40 per share for a period of five years expiring on December 7, 2014. The options vest as to one third on the date of grant and one -third on the first and second anniversaries of the date of grant. The grant date fair value of $300,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 92%, risk-free rate of return 2.5% and an expected maturity of 5 years.
(4)	On August 20, 2009, the Company granted 100,000 stock options to Mr. Carmelo Marrelli, exercisable for one Common Share each at a price of $0.35 per share for a five-year period. These stock options vested immediately. The grant date fair value of $8,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6% and an expected maturity of 5 years.
(5)	Caution should be exercised with regard to the Black-Scholes option valuation model as its calculation is subjective, is based on variables at the date of issue of the related stock options and is not adjusted for future changes in the Company’s share price.

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Outstanding Share-Based Awards and Option-Based Awards

Set forth in the table below is a summary of all share-based and option-based awards held by each of the Named Executive Officers outstanding as of April 30, 2011.

Option-Based Awards					Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price	Option expiration date	Value of unexercised in-the -money options (1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested
Shastri Ramnath	400,000	$1.05	September 23, 2015	Nil	Nil	Nil
	1,600,000	$1.00	December 21, 2015	Nil	Nil	Nil
Hugh Snyder	200,000	$1.20	November 12, 2014	Nil	Nil	Nil
	300,000	$1.40	December 7, 2014	Nil
Carmelo Marrelli	100,000	$0.35	August 20, 2014	$32,000	Nil	Nil

Notes:

(1) Based upon the closing price of the Common Shares as at April 28, 2011 which was $0.67 per share.

Incentive Plan Awards – Value Vested During the Year

Set forth below is a summary of the value vested during the financial year of the Company ended April 30, 2011 in respect of all option-based and share-based awards and non-equity incentive plan compensation granted to the Named Executive Officers.

Name	Option- based awards – value vested during the year(1)	Share-based awards – value vested during the year	Non-equity incentive plan compensation – value earned during the year
Shastri Ramnath	$404,800	Nil	Nil
Hugh Snyder	$157,333	Nil	Nil
Carmelo Marrelli	Nil	Nil	Nil

(1) The fair value of the options granted was calculated using the Black-Scholes valuation method using the assumptions set forth in the notes to the table under the heading “Summary Compensation Table” above. Caution should be exercised with regard to the Black-Scholes option valuation model as its calculation is subjective, is based on variables at the date of issue of the related stock options and is not adjusted for future changes in the Company’s share price.

For further details concerning the incentive plans of the Company, please see “Summary of Stock Option Plan” below.

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s approach to executive compensation has been to provide suitable compensation for executives that is internally equitable, externally competitive and reflects individual achievement. The Company attempts to maintain compensation arrangements that will attract and retain highly qualified individuals who are able and capable of carrying out the objectives of the Company.

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The Company’s compensation arrangements for the Named Executive Officers may, in addition to salary, include compensation in the form of bonuses and, over a longer term, benefits arising from the grant of stock options. Given the stage of development of the Company, compensation of the Named Executive Officers to date has emphasized meaningful stock option awards to attract and retain Named Executive Officers and to a certain extent, conserve cash. This policy may be re-evaluated in the future to instead emphasize increased base salaries and/or cash bonuses with a reduced reliance on option awards, depending upon the future development of the Company and other factors which may be considered relevant by the board from time to time.

During fiscal 2011, (i) the current President and Chief Executive Officer of the Company received a salary of $91,250 and stock option grants valued at $1,214,400 (in consideration of her services from September 29, 2010 to fiscal year end as President and Chief Executive Officer of the Company); (ii) the Chairman and former Chief Executive Officer of the Company received a salary of $65,625 (in consideration of his services from May 1, 2010 to September 29, 2010 as Chief Executive Officer of the Company, and to fiscal year end as Chairman of the Company); and (iii) the Chief Financial Officer of the Company was paid a salary of $40,000. The compensation program of the Company is designed to reward such matters as exploration success, market success, share performance, and the ability to implement strategic plans. The board of directors of the Company establishes and reviews the Company’s overall compensation philosophy and its general compensation policies with respect to the Chief Executive Officer and other officers, including the corporate goals and objectives and the annual performance objectives relevant to such officers. The board then evaluates each officer’s performance in light these goals and objectives. In determining compensation matters, the board may consider a number of factors, including the Company’s performance, the value of similar incentive awards to officers performing similar functions at comparable companies, the awards given in past years and other factors it considers relevant. The current overall objectives of the Company’s compensation strategy is to reward management for their efforts, while conserving cash where advisable given market conditions and current exploration and development plans. With respect to any bonuses or incentive plan grants which may be awarded to executive officers in the future, the Company has not currently set any objective criteria and will instead rely upon any recommendations and discussion at the board level with respect to the above-noted considerations and any other matters which the board may consider relevant on a going-forward basis, including the cash position of the Company.

Existing options held by the Named Executive Officers at the time of subsequent option grants are taken into consideration in determining the quantum or terms of any such subsequent option grants. Options have been granted to directors, management, employees and certain service providers as long-term incentives to align the individual’s interests with those of the Company. The size of the option awards is in proportion to the deemed ability of the individual to make an impact on the Company’s success.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES
AND EMPLOYMENT CONTRACTS

Other than as set forth below, there are currently no employment contracts between the Company and any Named Executive Officer, nor any compensatory plan, contract or arrangement where a Named Executive Officer is entitled to receive payments from the Company in the event of a resignation, retirement or any other termination of the Named Executive Officer’s employment with the Company, a change of control of the Company or a change in the Named Executive Officer’s responsibilities following a change of control.

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The Company is party to an employment agreement with Ms. Shastri Ramnath which may be terminated either (i) without notice or payment in lieu of notice for just cause; or (ii) without cause upon payment to Ms. Ramnath of one month’s base salary and pro rata average annual bonus per completed year of service (subject to a minimum of 6 months and a maximum of 24 months) plus accrued and unused vacation. In addition, if at any time there is a “change of control” of the Company (as defined in the agreement), and within 12 months of such change of control the Company gives notice of its intention to terminate Ms. Ramnath’s employment or there is a material change in the duties or other responsibilities of Ms Ramnath and she elects to terminate such agreement, then Ms. Ramnath shall be entitled to receive a lump sum payment equal to her annual base salary and average annual bonus (as calculated in accordance with the terms of the agreement) and all stock options held by Ms. Ramnath shall vest.

COMPENSATION OF DIRECTORS

Directors of the Company who are not officers currently do not receive any cash fees for their services, other than (i) the Chairman of the Audit Committee who receives a fee of $30,000 per annum; and (ii) the Chairman of the Technical Committee who receives a fee of $7,000 per annum, together with additional fees in the event of additional duties required in connection with new acquisitions at rates which are determined by the Company on a case by case basis based upon the nature and extent of work required. During fiscal 2011, the Chairman of the Technical Committee received an aggregate of $54,500 in such fees. Directors who are not officers are also entitled to receive compensation to the extent that they provide services to the Company at rates that would be charged by such directors for such services to arm’s length parties. During the year ending April 30, 2011, the Chairman of the Company received a management consulting fee of $65,625.

Directors are eligible to participate in the stock option plan of the Company (the “Plan”). As of August 22, 2011, the Company had outstanding options to purchase 5,037,500 Common Shares, of which 3,550,000 options have been granted to current directors of the Company.

The Company maintains liability insurance for the directors. The current policy of insurance is in effect until January 7, 2012 and a premium of $15,120 has been paid by the Company. No portion of the premium is directly paid by any of the directors. The aggregate insurance coverage obtained under the policy is limited to $5,000,000 with a deductible limit of $20,000 per claim. No claims have been made or paid under such policy.

Director Compensation

The following table provides a summary of all annual and long-term compensation for services rendered in all capacities to the Company for the fiscal year ended April 30, 2011, in respect of the individuals who were, during the fiscal year ended April 30, 2011, directors of the Company other than the Named Executive Officers.

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Name	Fees Earned	Share- based awards	Option- based awards(1)	Non-equity incentive plan compensation	Pension value	All other compensation	Total
Jon North	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Graham Clow	$10,000(4)	Nil	$116,500(3)	Nil	Nil	Nil	$126,500
Wolf Seidler	54,500 (2)	Nil	Nil	Nil	Nil	Nil	$54,500

Notes:

(1)	Caution should be exercised with regard to the Black-Scholes option valuation model as its calculation is subjective, is based on variables at the date of issue of the related stock options and is not adjusted for future changes in the Company’s share price.
(2)	Paid in consideration of services provided to the Company as Chairman of the Technical Committee .
(3)	On January 7, 2011, the Company granted 250,000 stock options to Mr. Clow pursuant to the Plan, exercisable for one Common Share each at a price of $1.00 per share for a period of five years expiring on January 7, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $116,500 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected volatility of 76%, risk-free rate of return of 2.24% and an expected maturity of five years.
(4)	Paid in consideration of services provided to the Company as Chairman of the Audit Committee.

Outstanding Share-Based Awards and Option-Based Awards

Set forth in the table below is a summary of all share-based and option-based awards held by each of the directors of the Company other than the Named Executive Officers as of April 30, 2011.

Option-Based Awards					Share-Based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the -money options ($)(1)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)
Jon North	200,000	$0.35	August 20, 2014	$64,000	Nil	Nil
Graham Clow	250,000	$1.00	January 7, 2016	Nil	Nil	Nil
Wolf Seidler	250,000	$2.15	January 11, 2015	Nil	Nil	Nil

Notes:

(1) Based upon the closing price of the Common Shares as at April 28, 2011 which was $0.67 per share.

Incentive Plan Awards – Value Vested During the Year

Set forth below is a summary of the value vested during the financial year of the Company ended April 30, 2011 in respect of all option-based and share-based awards and non-equity incentive plan compensation granted to the directors of the Company, other than the Named Executive Officers.

Name

Option-based awards –
value vested during the year
($)⁽¹⁾ Share-based awards – value
vested during the year ($)
Non-equity incentive plan
compensation – value
earned during the year ($)

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Jon North	Nil	Nil	Nil
Graham Clow	$38,833	Nil	Nil
Wolf Seidler	$126,583	Nil	Nil

(1)           The fair value of the options granted was calculated using the Black-Scholes valuation method using the assumptions set forth in the notes to the table under the heading “Director Compensation” above. Caution should be exercised with regard to the Black-Scholes option valuation model as its calculation is subjective, is based on variables at the date of issue of the related stock options and is not adjusted for future changes in the Company’s share price.

AUDIT COMMITTEE

Additional information concerning audit committee matters, including the qualifications of members, audit fees paid and the text of the audit committee charter are set forth in the annual information form of the Company for the fiscal year ended April 30, 2011, available on SEDAR at www.sedar.com.

PERFORMANCE GRAPH

The following graph compares the percentage change in the cumulative total shareholder return of the Common Shares (from October 9, 2009, to April 30, 2011) with the cumulative total return of the S&P/TSX Composite Index for the same period.

	October 9, 2009(1)	April 30, 2010(1)	April 29, 2011
Common Shares	100	307.14	95.71
S&P/TSX Composite Index	100	106.77	121.93

Note(s):

(1)           The Common Shares commenced trading on the TSX Venture Exchange on October 9, 2010. Subsequently, the Common Shares ceased trading on the TSX Venture Exchange and graduated to the TSX effective April 16, 2010. Value as at October 9, 2010 is based on the closing price of the Common Shares on the TSX Venture Exchange on such date; value as at April 30, 2010 is based on the closing price of the Common Shares on the TSX on such date.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS

Set forth below is a summary of securities issued and issuable under all equity compensation plans of the Company as at April 30, 2011. As of both April 30, 2011 and August 22, 2011, the Plan is the only equity compensation plan of the Company.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	4,565,000	$1.06	492,960(1)
Equity compensation plans not approved by securityholders	N/A	N/A	N/A
Total	4,565,000	$1.06	492,960(1)

Note(s):

(1) Based upon an aggregate of 50,579,600 Common Shares issued and outstanding as of April 30, 2011.

SUMMARY OF STOCK OPTION PLAN

The shareholders of the Company initially approved the Plan on December 18, 2007. The number of Common Shares currently reserved for issuance under the Plan may not exceed 10% of the aggregate number of Common Shares issued and outstanding from time to time. An aggregate of 5,057,960 Common Shares (representing approximately 10% of the issued and outstanding Common Shares as of the date hereof) are currently issuable upon exercise of options granted pursuant to the Plan that have not been cancelled or exercised. Accordingly, the Company may grant an additional 20,460 options under the Plan as of the date hereof, based upon the aggregate of 50,579,600 Common Shares issued and outstanding as of August 22, 2011.

The purpose of the Plan is to attract, retain and motivate service providers by providing them with an opportunity, through share options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan contains no provision for the transformation of stock options into stock appreciation rights. The options are non-assignable and may be granted for a term not exceeding five years.

Options may be granted under the Plan only to directors, officers, employees and other service providers subject to the rules and regulations of applicable regulatory authorities and any Canadian stock exchange upon which the Common Shares may be listed or may trade from time to time. The total number of Common Shares which may be reserved for issuance to any one individual under the Plan within any one year period shall not exceed 5% of the outstanding issue. The maximum number of Common Shares which may be reserved for issuance to insiders under the Plan, any other employer stock option plans or options for services, shall be 10% of the Common Shares issued and outstanding at the time of the grant (on a non-diluted basis). The maximum number of Common Shares which may be issued to insiders under the Plan, together with any other previously established or proposed share compensation arrangements, within any one year period shall be 10% of the outstanding issue. The maximum number of Common Shares which may be issued to any one insider and his or her associates under the Plan, together with any other previously established or proposed share compensation arrangements, within a one year period shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis).

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The maximum number of stock options which may be granted to any one consultant under the Plan, any other employer stock options plans or options for services, within any 12 month period, must not exceed 2% of the Common Shares issued and outstanding at the time of the grant (on a non-diluted basis). The maximum number of stock options which may be granted to any persons performing investor relations services under the Plan, any other employer stock options plans or options for services, within any 12 month period must not exceed, in the aggregate, 2% of the Common Shares issued and outstanding at the time of the grant (on a non-diluted basis).

The exercise price of options issued may not be less than the market price of the Common Shares at the time the option is granted.

DIRECTOR ATTENDANCE

The information set forth below reflects the attendance of each director of the Company at each meeting of the board of directors of the Company and the various committees thereof during the fiscal year ended April 30, 2011.

Name(1)	Board of Directors Meetings (6 in total)	Audit Committee Meetings (4 in total)	Technical Committee Meetings (3 in total)
Shastri Ramnath	4 of 6	N/A	2 of 2
Hugh Snyder	6 of 6	N/A	3 of 3
Jon North	5 of 6	4 of 4	1 of 1
John McBride (2)	4 of 5	3 of 3	N/A
Wolf Seidler	6 of 6	4 of 4	3 of 3
Graham Clow(1)	1 of 1	1 of 1	N/A

(1)	Mr. Clow was appointed as a director of the Company, effective January 7, 2011.
(2)	Mr. McBride resigned as a director of the Company effective January 7, 2011.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Canadian Securities Administrators have published National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”), setting forth guidelines for effective corporate governance and corresponding disclosure requirements. NP 58-201 contains guidelines concerning matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. NI 58-101 requires disclosure by each corporation of its approach to corporate governance annually, as it is recognized that the unique characteristics of individual corporations will result in varying degrees of compliance.

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Set out below is a description of the Company’s approach to corporate governance as required pursuant to NI 58-101.

1.           Board of Directors

NI 58-101 defines an “independent” director as a director who has no direct or indirect material relationship with the Company which could, in the view of the board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgement.

The board of directors is currently comprised of four members, three of whom the board has determined are “independent” within the meaning of NI 58-101.

Mr. Hugh Snyder has been appointed as the Chairman of the Board of the Company whose role it is to oversee the operations of the board, chair meetings of the independent directors and carry out other duties as required from time to time. The independent directors will also, where necessary, hold separate meetings without management and any non-independent directors present.

Mr. Snyder and Ms Ramnath are each considered to be non-independent directors as they each serve as executive officers or past executive officers of the Company.

Messrs. North, Clow and Seidler are considered to be independent directors since none of them, in the view of the board, have a direct or indirect material relationship with the Company which could be reasonably expected to interfere with the exercise of such directors’ independent judgement.

For a discussion of the attendance of each of the directors at meetings of the Board held during the fiscal year ended April 30, 2011, please see “Director Attendance” above.

Mr. North is currently also serving as a director of Northquest Ltd. and New Dawn Mining Corp.

Mr. Seidler is currently also serving as a director of Baja Mining Corp.

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2.           Board Mandate

The Company’s board of directors is responsible for the stewardship of the Company and for supervising the management of its business and affairs. The board of directors reviews, discusses and approves various matters relating to the Company’s strategic direction, business and operations and its organizational structure, with a view to the Company’s best interests.

While management is responsible for the day to day conduct of the Company’s business, in carrying out its supervisory responsibilities, the board (or the committees of the board, as the case may be) has numerous responsibilities, including: (a) adopting a strategic planning process and approving a strategic plan; (b) identifying the Company’s principal business risks and ensuring the implementation of appropriate systems to manage these risks; (c) developing policies and procedures to ensure the integrity of the Company’s internal control and management information systems; (d) ensuring appropriate standards of corporate conduct; (e) ensuring implementation of appropriate environmental stewardship and health and safety management systems; (f) reviewing and approving compensation of senior management; (g) adopting corporate governance guidelines or principles applicable to the Company; and (h) reviewing annually the contribution of the board as a whole, the committees of the board and each of the directors. The board of directors has not adopted a formal mandate.

3.           Position Descriptions

Given the small size of the Company’s infrastructure and the existence of only two officers and five directors, the board of directors does not feel that it is necessary at this time to formalize position descriptions or corporate objectives for either the chairmen of the committees of the Board or the Chief Executive Officer in order to delineate their respective responsibilities. Accordingly, these roles are delineated on the basis of customary practice. Mr. Hugh Snyder has been appointed as the Chairman of the Board, whose duties include: (i) providing leadership to and chairing meetings of the board of directors; (ii) establishing the agenda for each meeting of the board of directors, with input from other board members and any other parties as applicable; (iii) ensuring that board materials are available to any director on request; (iv) ensuring that the members of the board understand and discharge their duties and obligations; (v) fostering ethical and responsible decision making by the board of directors and its individual members; and (vi) facilitating effective communication between members of the board and management.

4.           Orientation and Continuing Education

While the Company currently has no formal orientation and education program for new Board members, information (such as recent annual reports, prospectus, proxy solicitation materials, technical reports and various other operating, property and budget reports) is provided to any new board member to ensure that new directors are familiarized with the Company’s business and the procedures of the board of directors. In addition, new directors are encouraged to visit and meet with management on a regular basis, and to pursue continuing education opportunities where appropriate.

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5.           Ethical Business Conduct

The board of directors has assumed responsibility for developing the Company’s approach to governance issues. The board of directors has adopted a written code of ethics to encourage and promote a culture of ethical business conduct. The board is responsible for monitoring compliance with the code. A copy of the code of ethics can be obtained by contacting the head office of the Company at 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5.

In the event that a director or executive officer has a material interest in any transaction being considered by the board of directors, any such conflict will be subject to and governed by procedures prescribed by the Business Corporations Act (Ontario) (the "OBCA") which require a director or officer of a corporation experiencing such a conflict to disclose his interest and refrain from voting on any such matter unless otherwise permitted by the OBCA.

6.           Nomination of Directors

The board of directors performs the functions of a nominating committee with responsibility for the appointment and assessment of directors. The board of directors believes that this is a practical approach at this stage of the Company’s development and given the small size of the board. The board has however adopted formal nominating procedures, which provide that a majority of the independent directors shall be responsible for selecting nominees for consideration by the board as a whole. The independent directors, in selecting and evaluating candidates for nomination, shall give consideration various factors including: (i) the goal of having more than a majority of the board consist of independent directors; (ii) the business experience of candidates; (iii) the candidates’ other obligations and time commitments and their ability to attend meetings in person; and (iv) the candidates’ geographic representation and occupation with respect to existing board geographic representation and occupations represented.

7.           Compensation

The board of directors reviews on an annual basis the adequacy and form of compensation of directors and officers to ensure that the compensation of the board of directors reflects the responsibilities, time commitment and risks involved in being an effective director and/or officer. The board of directors believes such determinations to be appropriately objective as the majority of the directors of the Company are independent. All directors and officers are also eligible to participate in the Company’s Plan. See “Compensation of Directors” and “Summary of Stock Option Plan”.

8.           Other Board Committees

As at August 22, 2011, the board of directors has two formal committees – the Audit Committee and the Technical Committee.

Audit Committee

The mandate of the audit committee is formalized in a written charter. The members of the audit committee for the financial year of the Company ended April 30, 2011 were Graham Clow (Chairman), Wolf Seidler and Jon North. The audit committee’s primary duties and responsibilities are to serve as an independent and objective party to monitor the Company’s financial reporting process and control systems, review and appraise the audit activities of the Company’s independent auditors, financial and senior management, and to review the lines of communication among the independent auditors, financial and senior management, and the board of directors for financial reporting and control matters.

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Technical Committee

The Company has established a technical committee, the members of which are Wolf Seidler (Chairman), Hugh Snyder and Shastri Ramnath. The committee’s duties and responsibilities include assisting with technical matters relating to the operations of the Company.

9.           Assessments

The board of directors assesses, on an annual basis, the contributions of the board as a whole, the Audit Committee and each of the individual directors, in order to determine whether each are functioning effectively.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subject to the limitations contained in the OBCA, the by-laws of the Company provide that the Company is required to indemnify a director or officer, former director of officer or person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of having been a director or officer of such body corporate if (a) he or she acted honestly and in good faith with a view to the best interests of the Company, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. The Company shall also indemnify such persons in such circumstances as the OBCA permits or requires, all in accordance with the by-laws of the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

There is currently no outstanding indebtedness owing to the Company or any subsidiary of the Company, or to another entity which is or was the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any subsidiary of the Company, of (i) any director, executive officer or employee of the Company or any of its subsidiaries; (ii) any former director, executive officer or employee of the Company or any of its subsidiaries; (iii) any proposed nominee for election as a director of the Company (a “Nominee”); or (iv) any associate of any current or former director, executive officer or employee of the Company or any of its subsidiaries or of any Nominee.

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INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director, executive officer, shareholder beneficially owning (directly or indirectly) or exercising control or direction over more than 10% of the Common Shares (or any director or executive officer thereof), or Nominee for election as a director of the Company, and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed fiscal year or in any proposed transaction which, in either such case, has materially affected or will materially affect the Company or any subsidiary of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

1.           Financial Statements

The shareholders will receive and consider the audited consolidated financial statements of the Company for the fiscal year ended April 30, 2011 together with the auditor’s report thereon.

2.           Election of Directors

Under the constating documents of the Company, the Board is to consist of a minimum of one and a maximum of 20 directors, to be elected annually. Shareholders will be invited to elect five directors at the Meeting by voting for or withholding their votes in respect of each of the Nominees named below. Each director holds office until the next annual meeting or until his or her successor is duly elected or appointed unless his or her office is earlier vacated in accordance with the Company’s by-laws. On any ballot that may be called for in the election of directors, the persons named in the enclosed form of proxy intend to cast the votes to which the Common Shares represented by such proxy are entitled for each of the proposed Nominees whose names are set forth below, unless the shareholder who has given such proxy has directed that the Common Shares be withheld from voting in respect of any such Nominee(s) set forth below. Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for other Nominees at their discretion.

The following table sets out the name of each of the Nominees, all positions and offices in the Company held by each of them, the principal occupation or employment of each of them for the past five years, the year in which each was first elected a director of the Company and the approximate number of Common Shares that each has advised are beneficially owned (directly or indirectly) or subject to his or her control or direction:

16

Name and Province of Residence	Position	Principal Occupation for Five Preceding Years	Director Since	Number of Common Shares Held, Controlled or Directed (1)
Shastri Ramnath(3) Ontario, Canada	President, Chief Executive Officer and Director	President and Chief Executive Officer of the Company (2010 to present) Area Geologist – Special Projects, Quadra FNX Mining Ltd., an exploration and resource group (2002 to 2010)	2010	15,000
Hugh Snyder(3) Ontario, Canada	Chairman and Director	President, H.R. Snyder Consultants, a consulting firm	2009	2,900,000
Graham Clow(2) Ontario, Canada	Director	Chief Financial Officer, New Dawn Mining Corp., a gold exploration and production company (2005 to present)	2011	4,500
Jon North(2) Ontario, Canada	Director	President, Northquest Ltd., mineral exploration company (2008 to present) President and Chief Executive Officer, North Atlantic Resources Ltd. (formerly North Atlantic Nickel Corp.), mineral exploration company (1997 to 2007)	2007	25,000
Wolf Seidler(2) (3) Ontario, Canada	Director	Consultant/project manager for French Nuclear Waste Agency (Andra)	2010	20,000

Notes:

(1)	The information as to Common Shares beneficially owned (directly or indirectly) or over which the Nominees exercise control or direction not being within the knowledge of the Company has been furnished by the respective Nominees individually.
(2)	Member of the Audit Committee of the Company.
(3)	Member of the Technical Committee of the Company.

The management representatives named in the attached form of proxy intend to vote the Common Shares represented by such proxy in favour of the election of each of the Nominees set forth in this information circular unless a shareholder specifies in the proxy that his or her Common Shares are to be withheld from voting in respect of any such Nominee(s).

17

3.           Appointment of Auditors

The directors propose to nominate McGovern Hurley Cunningham LLP, the present auditors, as the auditors of the Company to hold office until the close of the next annual meeting of shareholders. McGovern Hurley Cunningham LLP were first appointed auditors of the Company on August 27, 2009. In the past, the directors have negotiated with the auditors of the Company on an arm’s length basis in determining the fees to be paid to the auditors. Such fees have been based on the complexity of the matters in question and the time incurred by the auditors. The directors believe that the fees negotiated in the past with the auditors of the Company were reasonable and in the circumstances would be comparable to fees charged by other auditors providing similar services.

In order to appoint McGovern Hurley Cunningham LLP as auditors of the Company to hold office until the close of the next annual meeting, and authorize the directors to fix the remuneration thereof, a majority of the votes cast at the Meeting must be voted in favour thereof.

The management representatives named in the attached form of proxy intend to vote in favour of the appointment of McGovern Hurley Cunningham LLP as auditors of the Company and in favour of authorizing the directors to fix the remuneration of the auditors, unless a shareholder specifies in the proxy that his or her Common Shares are to be withheld from voting in respect of the appointment of auditors and the fixing of their remuneration.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements and management discussion and analysis for the year ended April 30, 2011. Shareholders may contact the principal office of the Company located at 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5, to request copies of the Company’s financial statements and management discussion and analysis for its most recently completed fiscal year.

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APPROVAL

The contents and the sending of this information circular have been approved by the directors of the Company.

DATED: August 22, 2011.

(Signed)

Shastri Ramnath

President and Chief Executive Officer

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EX-99.23

Exhibit 99.23

BRIDGEPORT VENTURES INC.

PROXY FOR USE AT THE

ANNUAL MEETING OF SHAREHOLDERS

SEPTEMBER 28, 2011

     The undersigned, being a shareholder of BRIDGEPORT VENTURES INC. (the "Corporation") hereby appoints, Shastri Ramnath, President and Chief Executive Officer or failing her, Carmelo Marrelli, Chief Financial Officer or instead of either of them, ____________as proxyholder for and on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the annual meeting of the shareholders of the Corporation to be held on September 28, 2011 (the “Meeting”) and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Corporation recorded in the name of the undersigned as follows:

1.      To Vote For ____ or Withhold From Voting ____ in respect of the election of the directors as nominated by management of the Corporation as set forth in the Management Information Circular of the Corporation dated as of August 22, 2011 (the “Circular”).

2.      To Vote For ____ or Withhold From Voting ____ in respect of the appointment of McGovern Hurley Cunningham LLP, as auditor of the Corporation and to authorize the board of directors to fix its remuneration.

If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

To be valid, this proxy must be received by the Corporation’s transfer agent, Valiant Trust Company, Suite 710, 130 King St West, Toronto, Ontario M5X 1A9, Fax: 416-360-1646 not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

This proxy revokes and supersedes all proxies of earlier date.

DATED this ________ day of ________ , 2011.

	Signature of Shareholder
	Name of Shareholder (Please Print)
	Number of Shares Held
(See Reverse)

NOTES:

1.      THIS PROXY IS SOLICTED BY MANAGEMENT OF THE CORPORATION.

2.      The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of Meeting accompanying the proxy or such other matters which may properly come before the Meeting.

3.      Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.

4.      Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.

5.      If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.

6.      If the shareholder appoints any of the persons designated above, including persons other than Management Designees, as proxy to attend and act at the said Meeting:

(a)      the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;

(b)      where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and

(c)      IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

EX-99.24

Exhibit 99.24

September 7, 2011

Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission
TSX

Dear Sirs:

Re:	Bridgeport Ventures Inc.
	Annual Meeting

We confirm that the following material was sent by pre-paid mail on September 2, 2011, to the registered shareholders of common shares of the above Corporation:

A.	Management’s Discussion and Analysis for the Year Ended April 30, 2011 and the Consolidated Financial Statements for the Years Ended April 30, 2011, 2010 and 2009
B.	Notice of Annual Meeting of Shareholders and Management Information Circular
C.	Proxy
D.	Supplemental Mailing List Form
E.	Proxy Return Envelope

We further confirm that copies of the abovementioned material were couriered to each intermediary holding shares of the Corporation who responded to the search procedures pursuant to Canadian Securities Administrators’ National Instrument 54-101 regarding communication with Beneficial Owners of Securities of a Reporting Issuer.

In compliance with regulations made under the Securities Act, we are providing this material to you in our capacity as agent for Bridgeport Ventures Inc.

Yours truly,

VALIANT TRUST COMPANY

“Katherine Mills”

Katherine Mills
Manager – Client Services

EX-99.25

Exhibit 99.25

BRIDGEPORT VENTURES INC.

September 28, 2011
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission, Securities Division
The Manitoba Securities Commission
Ontario Securities Commission
Office of the Administrator of the Securities Act, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Dear Sirs:
Re:	Bridgeport Ventures Inc.
	Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 -
	Continuous Disclosure Obligations

Following the annual meeting of shareholders of Bridgeport Ventures Inc., held on September 28, 2011 (the “Meeting”), and in accordance with section 11.3 of NI51-102, we hereby advise you of the following voting results obtained at the Meeting:

Item Voted Upon	Voting Result
1. Election of Directors.	* The nominees proposed by management were unanimously elected by on a show of hands.
2. Appointment of McGovern, Hurley, Cunningham, LLP, Chartered Accountants as the Corporation’s auditors.	* McGovern, Hurley, Cunningham, LLP, Chartered Accountants were unanimously elected as auditors by shareholders on a show of hands.

Trusting the whole is to your satisfaction, we remain,
Yours truly,
BRIDGEPORT VENTURES INC.
	“Shastri Ramnath”
Per:	Shastri Ramnath President & Chief Executive Officer

EX-99.26

Exhibit 99.26

Bridgeport Ventures Inc. Reports Financial Results and Updates Exploration Activities

Toronto, Ontario – October 5^th, 2011 – Bridgeport Ventures Inc. (TSX: BPV) (“Bridgeport” or “the Company”) reports financial results for the first quarter 2012 and provides an update on gold and copper-gold exploration activities in Nevada and Chile.

Bridgeport reports cash and short term securities of $19.8 million after incurring cash exploration expenditures of $2.51 million for both Nevada and Chile for the quarter ended July 31^st, 2011. For the complete unaudited financial statements for this quarter, please visit www.sedar.com.

In light of the current market environment, Bridgeport has halted all early stage exploration activities in Nevada and has terminated the Trillador and Tamara properties in Chile with the objective of conserving cash to support an aggressive search for a flagship advanced gold or copper-gold project in the Americas.

Bridgeport Ventures President and CEO, Shastri Ramnath said, “With a treasury of approximately $19 million, Bridgeport is well positioned to take advantage of the market downturn allowing us an opportunity to acquire an advanced exploration asset at reasonable cost. Our Nevada portfolio remains highly prospective for early stage exploration work and we look forward to partnering with other junior companies looking to focus expertise and funds on the properties.”

Rosario, Chile Update

During the 2011 diamond drill campaign, a total of seven drillholes (2026 metres) were completed. Based on the results, Bridgeport has decided to terminate its rights to acquire a 100% interest in the Trillador and Tamara property blocks by not making the upcoming property payments totalling $100,000. As of January 31, 2012, Bridgeport will have relinquished all rights to the Rosario Project.

Blackrock, Nevada, USA Update

Drilling on Bridgeport’s Blackrock property, located 47 kilometres southeast of Reno, Nevada, began in March, 2011. The 3303 metre (10,826 feet) diamond drill program consisted of ten drillholes and was designed to verify the historical gold results on the southern portion of the property and to test the gold mineralization on the northern, undrilled portion of the property. The best drill results were obtained in drillhole BRKDD11-006 which returned 2.43 grams per tonne gold and 82.10 grams per tonne silver over 3.75 metres. Significant intersections from the 2011 drill program are listed in Table 1 and all assay results are posted on the Company website, www.bridgeportventures.net.

Drillhole	From (metres)	To (metres)	Length (metres)	Au (grams per tonne)	Ag (grams per tonne)
BRKDD11-001	25.60	53.65	28.05	0.21	5.52
including:	50.14	52.97	2.83	0.57	17.22
BRKDD11-002	42.15	83.52	41.36	0.26	6.01
including:	68.58	77.42	8.84	0.54	10.66
BRKDD11-003	113.69	114.64	0.94	0.47	12.40
BRKDD11-004	98.42	101.80	3.38	0.24	13.31
BRKDD11-005	143.26	194.62	51.36	0.30	2.28

including:	184.40	185.99	1.59	2.21	6.30
and:	278.31	279.78	1.46	2.26	7.20
BRKDD11-006	0.00	11.46	11.46	0.28	5.38
and:	44.04	47.79	3.75	2.43	82.10
BRKDD11-007	57.91	82.30	24.39	0.11	1.65
BRKDD11-008	99.67	102.72	3.05	0.54	4.58
and:	186.05	190.50	4.45	0.66	5.63
BRKDD11-009	69.28	87.90	18.62	0.27	3.39
and:	158.19	161.33	3.14	1.55	8.25
BRKDD11-010	272.03	273.25	1.22	1.00	4.30

Hot Pot, Nevada, USA Update

Drilling on Bridgeport’s Hot Pot property, located 35 kilometres northwest of Battle Mountain, Nevada, began in April, 2011. The 2786 metre (9140 feet) reverse circulation drill program consisted of six drillholes and was testing for a buried, bulk tonnage, sediment-hosted gold deposit located on the northern end of the prolific Battle Mountain-Eureka trend and south of the Getchell-Turquoise Ridge trend. No significant assay results were identified.

Ashby, Nevada, USA Update

Under the terms of the agreement with Orsa Ventures Corp. (“Orsa”), Orsa can earn a 51% interest in Bridgeport’s Ashby property through exploration expenditures, share issuances, and a cash payment (Orsa Press Release dated July 19^th, 2011). During the quarter, Orsa completed a Tensor IP Survey as announced in a press release dated October 4^th, 2011.

Other Exploration Activities

Bridgeport explored five of the Company’s other Nevada properties by expanding the land package and completing geological mapping, soil sampling programs, and ground magnetic and induced polarization surveys in an effort to generate drill targets.

Potential quantity and grade of mineralization is conceptual in nature and there has been insufficient exploration to define a mineral resource on Bridgeport’s 100% owned and operated Nevada properties. It is uncertain if further exploration will result in any such targets being delineated as a mineral resource.

All scientific and technical information contained in this press release has been prepared by or under the supervision of, and verified by Matthew D. Gray, Ph.D., C.P.G. #10688, a “qualified person” within the meaning of National Instrument 43-101. For further information regarding certain of Bridgeport’s Nevada properties, please refer to the technical report entitled “Summary Report on the Nevada Gold Project Portfolio Comprising the Blackrock, Argentite, Bellview and Horsethief Gold projects, Nevada, USA” prepared by Matthew D. Gray and dated November 26, 2010, available on SEDAR at www.sedar.com. For a detailed description of the properties, significant historical drill results, and Bridgeport’s geological compilation and interpretation, please visit our website at www.bridgeportventures.net.

About Bridgeport Ventures

Bridgeport Ventures Inc. (TSX: BPV) is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with local experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at: www.bridgeportventures.net.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Bridgeport, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of exploration results and estimates, currency fluctuations, depending upon regulatory approvals, the uncertainty of obtaining additional financing and exploration risk. 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.

For further information please contact:
Ms. Shastri Ramnath
President and CEO
Tel. (416) 350-2173

Mr. Michael Joyner
Investor Relations
Tel. (416) 722-4925

investorrelations@bridgeportventures.net
www.bridgeportventures.net

EX-99.27

Exhibit 99.27

PREMIER GOLD AND BRIDGEPORT VENTURES ANNOUNCE
NON-BINDING LETTER OF INTENT TO MERGE BRIDGEPORT VENTURES WITH
PREMIER ROYALTY CORPORATION

Toronto, Ontario - (MARKETWIRE- June 28, 2012) – PREMIER GOLD MINES LIMITED (PG:TSX) (“Premier Gold”) and BRIDGEPORT VENTURES INC. (BPV:TSX) (“Bridgeport”) are pleased to announce that they have entered into a non-binding letter of intent that sets forth the basic terms of the proposed acquisition (the “Transaction”) by Bridgeport of Premier Gold’s wholly-owned subsidiary, Premier Royalty Corporation (“Premier Royalty”).

Pursuant to the Transaction, Bridgeport will issue shares to Premier Gold in such amount as is equal to 60% of the issued and outstanding shares of Bridgeport (prior to giving effect to any convertible securities or instruments). Bridgeport will also issue warrants to its existing shareholders on the basis of 0.375 of a warrant for each common share of Bridgeport held by such shareholders. Each whole warrant (a “Bridgeport Warrant”) will be exercisable at a price of $0.50 for a period commencing on the date that is six months following the completion of the Transaction and ending on the date that is four years following completion of the Transaction, subject to early expiry upon the occurrence of certain events.

Premier Gold has previously provided a bridge loan facility to Premier Royalty in connection with the acquisition by Premier Royalty of certain royalties. In addition to stipulated cash payback provisions, Premier Gold will be granted a one-time right in its sole discretion to convert all or a portion of the bridge loan into units of Bridgeport, each such unit consisting of one common share of Bridgeport and 0.375 of a Bridgeport Warrant. In addition, convertible securities of Premier Royalty granted to certain vendors of royalty interests will convert into common shares or warrants of Bridgeport in connection with the Transaction.

Premier Gold shall have the right to rename Bridgeport and set its new management team upon completion of the Transaction. Bridgeport shall be entitled to two seats on the resulting Board of Directors.

Premier Royalty is arranging a non-brokered financing (the “Financing”) of between $7 million and $10 million of convertible debentures which will accrue interest at a rate of 8% per annum. If the Transaction is completed, the convertible debentures will convert into Bridgeport units. Each unit will consist of one common share of Bridgeport and 0.375 of a Bridgeport warrant, which warrants will have the same terms as the Bridgeport Warrants discussed above. The proceeds will be used for royalty acquisitions and working capital. It is anticipated that the Financing will be completed prior to the signing of the Definitive Agreement.

Bridgeport President and CEO, Shastri Ramnath said, “The acquisition of Premier Royalty by Bridgeport will expose Bridgeport shareholders to a well-managed corporation with a diversified portfolio of gold royalty assets, many of which are in production and operated by senior gold producers and will form the core of a business with excellent growth potential, particularly in the current economic climate.”

Abraham Drost, Chairman of Premier Royalty Corporation stated: "Premier Royalty's planned merger with Bridgeport forms our awaited go-public event as a TSX company. The move will provide additional cash resources for new royalty acquisitions and a strong shareholder base which will help advance the company's growth plans significantly."

The Transaction is subject to, among other things, the negotiation and execution of a definitive binding agreement (the “Definitive Agreement”), approval of the board of directors of each of Premier Gold and Bridgeport, approval of Bridgeport’s shareholders, regulatory approvals, completion of due diligence and the entering into of support and lock-up agreements by Bridgeport’s directors and officers. Premier Gold and Bridgeport have agreed to deal exclusively with each other until July 31, 2012. It is anticipated that the Definitive Agreement will be executed on or about July 11, 2012. Further details will be announced upon the entering into of the Definitive Agreement. CIBC World Markets Inc. is acting as financial advisor to Premier Gold and Premier Royalty in connection with the Transaction and PowerOne Capital Markets Limited is acting as financial advisor to Bridgeport in connection with the Transaction.

PREMIER GOLD ANNUAL GENERAL MEETING

Premier Gold cordially invites all shareholders to its Annual General Meeting of Shareholders, today at 4:00pm, at the Toronto Board of Trade. Following the formal meeting, a presentation will be given at 4:30pm by key management personnel, providing a comprehensive corporate exploration and development update. This presentation will highlight Premier Gold’s substantial recent successes and will provide guidance on Premier Gold’s future plans and initiatives. For those that are not able to attend in person, the presentation portion of the event will be webcast live from the homepage of Premier Gold’s website (www.premiergoldmines.com).

CHANGE OF ADDRESS OF PREMIER GOLD

Effective immediately, the new contact address for the main office of Premier Gold Mines Limited is 1100 Russell Street, Thunder Bay, Ontario, Canada, P7B 5N2.

About Premier Gold Mines Limited and Premier Royalty Corporation

Premier Royalty Corporation is a wholly-owned subsidiary of Premier Gold Mines Limited, one of North America's leading exploration and development companies with a high-quality pipeline of projects focused in proven, safe and accessible mining jurisdictions in Canada and the United States. Premier Gold's portfolio includes significant assets in world class gold mining districts such as Red Lake, Musselwhite and Geraldton in Ontario and the Carlin Trend in Nevada. Premier Gold believes that consolidating existing royalties owned by Premier Gold combined with acquisition of other high quality cash flowing royalty assets into Premier Royalty will form the basis of a transaction that is value accretive to Premier shareholders.

About Bridgeport Ventures Inc.

Bridgeport Ventures Inc. is a Canadian mineral exploration company with operations in the Americas. Its strong technical team with global experience has a solid record of discovery and a proven history of mining success. Additional information on Bridgeport can be found at www.bridgeportventures.net

FOR FURTHER INFORMATION PLEASE CONTACT:

Ewan Downie, President & CEO	Abraham Drost, P.Geo., Chairman
Premier Gold Mines Limited	Premier Royalty Corporation

Phone: 807-346-1390
Fax: 807-346-1381
e-mail: info@premiergoldmines.com

Web Site: www.premiergoldmines.com

Ms. Shastri Ramnath
President and CEO
Tel. (416) 603-4040
e-mail: info@bridgeportventures.net
Web Site: www.bridgeportventures.net

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain information that may constitute “forward-looking information” under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, including the signing of the Definitive Agreement and acquisitions of high quality cash flowing royalty assets into Premier Royalty. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in Premier Gold's annual information form under the heading “Risk Factors” and in Bridgeport’s management’s discussion and analysis. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Premier Gold and Bridgeport each disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.