UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F



[]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2008

OR

[     ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

OR

[     ]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report



Portal Resources Ltd.

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



Suite 750  625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the Companys classes of capital or common stock as of the close of the period covered by the annual report.                                           29,651,539 Common Shares



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ___     No   xxx



If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes XXX  No ___



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.            Yes XXX  No ___



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



Large accelerated filer __  Accelerated filer  __  Non-accelerated filer X



Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



U.S. GAAP [  ]

International Financial Reporting Standards as issued

Other [ X]

by the International Accounting Standards Board [  ]



Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 _X_  Item 18 ___



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ___   No  _X_ N/A __









Page 2 of 99

Index to Exhibits on Page 74































































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Portal Resources Ltd.

Form 20-F Annual Report



Table of Contents



|          | PART I                                                                       | Page
|--------- | ---------------------------------------------------------------------------- | ----
|          |                                                                              |     
|Item 1.   | Identity of Directors, Senior Management and Advisors                        | 7   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 7   
|Item 3.   | Key Information                                                              | 7   
|Item 4.   | Information on the Company                                                   | 15  
|Item 5.   | Operating and Financial Review and Prospects                                 | 37  
|Item 6.   | Directors, Senior Management and Employees                                   | 44  
|Item 7.   | Major Shareholders and Related Party Transactions                            | 53  
|Item 8.   | Financial Information                                                        | 54  
|Item 9.   | The Offer and Listing                                                        | 55  
|Item 10.  | Additional Information                                                       | 59  
|Item 11.  | Quantitative and Qualitative Disclosures about Market Risk                   | 71  
|Item 12.  | Description of Other Securities Other Than Equity Securities                 | 71  
|          |                                                                              |     
|          | PART II                                                                      |     
|          |                                                                              |     
|          |                                                                              |     
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                              | 71  
|Item 14.  | Material Modifications to the Rights of Security
Holders and Use of Proceeds | 71  
|Item 15.  | Controls and Procedures                                                      | 72  
|Item 16.  | Reserved                                                                     | 72  
|Item 16A. | Audit Committee Financial Expert                                             | 72  
|Item 16B. | Code of Ethics                                                               | 72  
|Item 16C. | Principal Accountant Fees and Services                                       | 72  
|Item 16D. | Exemptions from Listing Standards for Audit
Committees                       | 73  
|Item 16E. | Purchase of Equity Securities by the Issuer and
Affiliated Purchasers        | 73  
|          |                                                                              |     
|          | PART III                                                                     |     
|          |                                                                              |     
|Item 17.  | Financial Statements                                                         | 73  
|Item 18.  | Financial Statements                                                         | 73  
|Item 19.  | Exhibits                                                                     | 73  











3













METRIC EQUIVALENTS



For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:



|To Convert from Metric | To Imperial        | Multiply by
|---------------------- | ------------------ | -----------
|                       |                    |            
|Hectares               | Acres              | 2.471      
|Meters                 | Feet (ft.)         | 3.281      
|Kilometers (km)        | Miles              | 0.621      
|Tonnes                 | Tons (2000 pounds) | 1.102      
|Grams/tonne            | Ounces (troy/ton)  | 0.029      





Glossary of Terms



Alluvial Material deposited by the action of running water.



Alteration any change in the mineral composition of a rock brought about by physical or chemical means.



Anomaly - Any difference from the normal background which may indicate the presence of mineralization in the underlying bedrock.



Argillite - A compact rock, derived either from mudstone or shale.



Assaying- laboratory examination that determines the content or proportion of a specific metal (ie: silver) contained within a sample.  Technique usually involves firing/smelting.



Carbonate A sediment formed by the organic or inorganic precipitation from aqueous solution of carbonates of calcium, magnesium, or iron; e.g., limestone and dolomite.



Dacite - A fine-grained extrusive rock with the same general composition as andesite, but containing more quartz.



Diamond Drilling  a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.



Disseminated  where minerals occur as scattered particles in the rock.



Epithermal  low temperature hydrothermal process or product.



Fault  a fracture or break in rock along which there has been movement.



Feasibility Study  is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors, which will establish the presence of a Mineral Reserve and the details of its economic viability.



Felsic an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.



Fire Assay - The assaying of metallic minerals by use of a miniature smelting procedure with various agents.



Gamma Log - A type of survey that records the amount of radiation in the surrounding rock.



Geobotanic the study of the chemical properties of plants, particularly relating to the absorption of specific minerals from the soil where they grow.



4





Geochemistry - The study of the chemical properties of rocks.



Geophysical Survey - A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.



Hematite - An oxide of iron, and one of irons most common ore minerals.



Hydrothermal  the products or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.



Induced Polarization (IP) - A method of ground geophysical surveying employing an electrical current to determine indications of mineralization.



Intrusion; Intrusive molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.



Mafic - Igneous rocks composed mostly of dark, iron-and magnesium-rich minerals.



Mineralization - occurrences of minerals, which may have an economic value.



Mineral a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.



Mineralization a natural concentration in rocks or soil of one or more metalliferous minerals.



National Instrument 43-101 (NI 43-101)  A rule developed by the Canadian Securities Administrators (CSA) and administered by the provincial securities commissions in Canada that governs how issuers disclose scientific and technical information about their mineral projects to the public. It covers oral statements as well as written documents and websites. It requires that all disclosure be based on advice by a "qualified person" and in some circumstances that the person be independent of the issuer and the property.

A qualified person (QP) as defined in NI 43-101 as an individual who:

a)

is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these;

b)

has experience relevant to the subject matter of the mineral project and the technical report; and

c)

is a member in good standing of a professional association.



Net Profit Interest (NPI) A phrase used to describe a royalty payment made by a producer of metals based on a percentage of revenue from production, less deduction of the costs of commercial production, including exploration, capital and operating costs.



Net Smelter Return Royalty/ NSR Royalty A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.



Outcrop - The part of a rock formation that appears at the surface of the ground.



Porphyritic - the texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.



Porphyry - Any igneous rock in which relatively large crystals, are set in a fine-grained groundmass.



Pyrite- an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.



Pyroclastic- Produced by explosive or aerial ejection of ash, fragments, and glassy material from a volcanic vent. Applied to the rocks and rock layers as well as to the textures so formed.





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Quartz  crystalline silica; often forming veins in fractures and faults within older rocks.



Resistivity survey -A geophysical technique used to measure the resistance of a rock formation to an electric current. As different minerals have different levels of resistance, the survey is used to determine what types of rock or minerals may be present.



Resource  a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.  Locations, grade, quality or quantity are estimated from specific geologic evidence.



Reverse Circulation Drilling (RC) a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole percussion bit and returns to the surface outside the drill stem carrying the drill chip samples.



Rhyolite - A group of extrusive igneous rocks, typically porphyritic and commonly exhibiting flow texture, with phenocrysts of quartz and alkali feldspar in a glassy to cryptocrystalline groundmass; also, any rock in that group; the extrusive equivalent of granite.



Roll Front Deposit - A sandstone uranium deposits formed in an aquifer through which uranium bearing groundwater flows. The uranium and other metals dissolved in the ground water precipitate out of the ground water and forms a uranium deposit. Roll front deposits are most typically mined by in-situ methods.



Sandstone -A medium-grained sedimentary rock composed of abundant rounded or angular fragments of sand size set in a fine-grained matrix and more or less firmly united by a cementing material



Sedimentary - Formed by the deposition of sediment or pertaining to the process of sedimentation.



Sediments -Solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.



Showing - Surface occurrence of mineral.



Silicification  the in situ alteration of a rock, which involves an increase in the proportion of silica minerals.



Stockwork - A mineral deposit consisting of a three-dimensional network of planar to irregular veinlets close enough that the entire mass can be mined.



Trenching - the process of exploration by which material is removed from a trench cut from the earths surface.



U3O8 -Triuranium Octaoxide, the oxide form of uranium that is the most common chemical form found in nature and is commercially mined for its uranium metal content.



Vein a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.



Volcanics those originally molten rocks, generally fine grained, that have reached or nearly reached the Earths surface before solidifying.



























6







Part I



Item 1.  Identity of Directors, Senior Management and Advisors



Table No. 1

Company Officers and Directors



|Name             | Position                    | Business Address                                   
|---------------- | --------------------------- | ---------------------------------------------------
|David N. Hottman | President, CEO and Chairman | Suite 750  625 Howe Street
Vancouver, B.C. V6C 2T6
|Mark T. Brown    | CFO and Director            | 325 Howe Street
Suite 410
Vancouver, B.C. V6C 1Z7  
|Alex Boronowski  | Vice-President, Exploration | Suite 750  625 Howe Street
Vancouver, B.C. V6C 2T6
|Gary Nordin      | Director                    | Suite 750  625 Howe Street
Vancouver, B.C. V6C 2T6
|Frank Wheatley   | Director                    | 5168 Redonda Drive
North Vancouver, B.C. V7R 3K3   
|Bruce Winfield   | Director                    | Suite 750 - 625 Howe Street
Vancouver, B.c. V6C 2T6



The Companys auditor is Devisser Gray, Chartered Accountants, 401  995 West Pender Street, Vancouver, British Columbia, Canada, V6C 1L6. Devisser Gray has been auditor of the Company since inception.



Item 2.  Offer Statistics and Expected Timetable



Not Applicable



Item 3.  Key Information



As used within this Annual Report, the terms Portal, Gateway, the Company, Issuer and Registrant refer collectively to Portal Resources Ltd., its predecessors, subsidiaries and affiliates.



SELECTED FINANCIAL DATA



The selected financial data of the Company for the Years Ended June 30, 2008, 2007, and 2006 were derived from the financial statements of the Company which have been audited by Devisser Gray, Chartered Accountants, as indicated in its audit reports which are included elsewhere in this Annual Report. The financial data for the years ended June 30, 2005 and June 30, 2004 has also been derived from the financial statements of the Company as audited by Devisser Gray, although the financial statements and audit report are not included in this Annual Report.





7





The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.



The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.



Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 9 to the financial statements.





Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)



|                            | Year     | Year     | Year     | Year     | Year   
|--------------------------- | -------- | -------- | -------- | -------- | -------
|                            | Ended    | Ended    | Ended    | Ended    | Ended  
|                            | 6/30/08  | 6/30/07  | 6/30/06  | 6/30/05  | 6/30/04
|                            |          |          |          |          |        
|Revenue                     | $0       | $0       | $0       | $0       | $0     
|Interest Income             | $161     | $106     | $33      | $3       | $3     
|Net Income (Loss)           | ($3,288) | ($1,877) | ($1,094) | ($735)   | ($225) 
|Net Income (Loss) Per Share | $(0.11)  | $(0.09)  | ($0.08)  | ($0.08)  | ($0.05)
|Dividends Per Share         | $0       | $0       | $0       | $0       | $0     
|Wtg. Avg. Shares  (000)     | 29,323   | 21,184   | 13,868   | 9,445    | 4,386  
|Working Capital             | $3,194   | $726     | $4,700   | $519     | $543   
|Mineral Properties          | $4,966   | $5,683   | $2,602   | $1,544   | $576   
|Long-Term Debt              | $0       | $0       | $0       | $0       | $0     
|Shareholders Equity        | $8,238   | $6,503   | $7,338   | $2,105   | $1,127 
|Total Assets                | $8,320   | $7,007   | $7,726   | $2,347   | $1,203 
|US GAAP Net Loss            | ($2,571) | ($4,957) | ($2,153) | ($1,703) | ($801) 
|US GAAP Loss Per Share      | ($0.09)  | ($0.23)  | ($0.16)  | ($0.18)  | ($0.22)
|US GAAP Wtg. Avg. Shares    | 29,323   | 21,184   | 13,868   | 9,445    | 3,666  
|US GAAP Equity              | $3,273   | $820     | $4,735   | $561     | $551   
|US GAAP Total Assets        | $3,354   | $1,324   | $5,123   | $803     | $627   
|US GAAP Mineral Properties  | $0       | $0       | $0       | $0       | $0     



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).



Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent years ended December 31st, the average rates for the period, and the range of high and low rates for the period. Table No. 3 also sets forth the rate of exchange for the Canadian Dollar at the end of the six most recent months, and the range of high and low rates for these periods.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.







8







Table No. 3

Canadian Dollar/U.S. Dollar



|Period                       | Average | High  | Low   | Close
|---------------------------- | ------- | ----- | ----- | -----
|                             |         |       |       |      
|Year Ended 12/31/07          | $1.07   | $1.19 | $0.92 | $0.99
|Year Ended 12/31/06          | $1.13   | $1.17 | $1.10 | $1.17
|Year Ended 12/31/05          | $1.21   | $1.27 | $1.16 | $1.17
|Year Ended 12/31/04          | $1.28   | $1.40 | $1.19 | $1.20
|Year Ended 12/31/03          | $1.39   | $1.58 | $1.29 | $1.29
|                             |         |       |       |      
|Three Months Ended   9/30/08 | $1.05   | $1.08 | $1.00 | $1.06
|Three Months Ended   6/30/08 | $1.01   | $1.03 | $0.98 | $1.02
|Three Months Ended   3/31/08 | $1.00   | $1.03 | $0.97 | $1.03
|Three Months Ended 12/31/07  | $0.98   | $1.02 | $0.92 | $0.99
|Three Months Ended   9/30/07 | $1.04   | $1.08 | $1.00 | $1.00
|Three Months Ended   6/30/07 | $1.08   | $1.16 | $1.06 | $1.06
|Three Months Ended   3/31/07 | $1.17   | $1.19 | $1.15 | $1.15
|Three Months Ended 12/31/06  | $1.14   | $1.17 | $1.12 | $1.17
|Three Months Ended   9/30/06 | $1.12   | $1.14 | $1.11 | $1.12
|Three Months Ended   6/30/06 | $1.11   | $1.17 | $1.10 | $1.12
|Three Months Ended   3/31/06 | $1.15   | $1.17 | $1.13 | $1.17
|Three Months Ended 12/30/05  | $1.17   | $1.20 | $1.15 | $1.17
|                             |         |       |       |      
|November 2008                |         | $1.29 | $1.15 | $1.24
|October 2008                 |         | $1.29 | $1.06 | $1.22
|September 2008               |         | $1.08 | $1.03 | $1.06
|August 2008                  |         | $1.07 | $1.03 | $1.06
|July 2008                    |         | $1.03 | $1.00 | $1.03
|June 2008                    |         | $1.03 | $1.00 | $1.02



The exchange rate was $1.24 on November 30, 2008.



Forward Looking Statements



Certain Statements presented in this Annual Report are forward-looking statements which may include conclusions of prefeasibility and feasibility studies, estimates of future production, capital and operating costs, prices of silver and gold and other known and unknown risks.  These and other factors and uncertainties may cause material differences from future results as expressed or implied by these forward-looking statements.  These risks, uncertainties and other factors include but are not limited to the risks involved in the exploration, development and mining business.



Statement of Capitalization and Indebtedness



Not Applicable







9







Risk Factors



An investment in the Common Shares of the Company must be considered speculative due to the nature of the Companys business and the present stage of exploration and development of its non producing mineral properties. In particular, the following risk factors apply:



Risks Associated with Mineral Exploration



The Company is Involved in the Resource Industry which is Highly Speculative and has Certain Inherent Exploration Risks which Could have a Negative Effect on the Company

Resource exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.



All of the Companys Mineral Properties are at the Exploration Stage and all of the Companys Exploration Expenditures May Be Lost

The Company is at the exploration stage on all of its properties and substantial additional work will be required in order to determine if any economic deposits occur on the Companys properties. Mineral Exploration has a high degree of risk, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.



The Company Has No Known Reserves and No Economic Reserves May Exist on Its Properties

Despite exploration work on its mineral claims, no known bodies of commercial ore or economic deposits have been established on any of the Companys mineral properties. Finding mineral deposits is dependent on a number of factors, not the least of which is the technical skill of exploration personnel involved.  Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices.  Most of these factors are beyond the control of the entity conducting such mineral exploration. The Company is an exploration stage company with no history of pre-tax profit and no income from its operations.  Even if the Companys properties are brought into production, operations may not be profitable.



The Mining Industry is Highly Competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources.  Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Companys operations.







10







Mineral Operations are Subject to Market Forces Outside of the Companys Control

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 Companys Has Mineral Exploration Operations in Argentina Whose Economy has a Historic Lack of Stability and High Inflation and Which Could Have a Negative Effect on the Companys Operations and Valuation

Several of the Companys mineral exploration properties are located in Argentina whose economy has recently suffered problems including high inflation and unemployment rates, large external debt, budget deficits, and negative growth rates. The lack of a stable economic climate could have a negative effect on the Companys operations and could lead to the Company being unable to exploit, or losing outright, its properties. This would have a negative effect on the Companys valuation.



New Argentinean Provincial Laws May Restrict Certain Types of Mining Related Activities

The Argentine Province of Mendoza has recently passed Law No. 7722 which bans the use of certain chemical substances used in mineral processing, including cyanide, sulfuric acid and mercury. These chemicals are primarily used for the extraction of gold and other metals. Several other Argentinean Provinces have also recently enacted laws intended to restrict certain types of mining operations. These regulations may require obtaining permits or other authorizations for certain activities, or may prohibit certain types of mining altogether.  These restrictions may have a negative effect on the Companys operations, including any potential development of the Companys properties located in Mendoza Province.



The Company is Subject to Substantial Government Regulatory Requirements

The Companys exploration operations are affected to varying degrees by government regulations relating to resource operations, the acquisition of land, pollution control and environmental protection, safety, production and expropriation of property.  Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations.  Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.



On the Federal and Provincial level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Companys financial position and operations.









11









The Company is Subject to Substantial Environmental Requirements

In connection with its operations and properties, the Company is subject to extensive and changing environmental legislation, regulation and actions. These regulations carry additional responsibilities for the Company as well as its Officers, Directors and Employees. Mineral companies active in Argentina are subject to both the Argentinean Mineral Code and the Environmental Protection Mining Code, as well as mining and environmental legislation which may be enacted on a Argentinean Provincial level. In the United States, mineral companies are subject to environmental laws on the Federal, State, and local levels. These regulations may require obtaining permits or other authorizations for certain activities.  These laws and regulations may also limit or prohibit activities on certain lands lying within certain types of areas, that provide habitat for certain species or other protected areas.



The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted.  The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. The recent trend includes, without limitation, laws and regulations relating to air and water quality, spills, releases and emissions, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may; necessitate significant capital outlays; may materially affect the Companys results of operations and business; or may cause material changes or delays in the Companys intended activities.



The Agreement with Minera Rio de la Plata S.A. which includes the Companys Option Agreement over the Tiger Uranium Project is Currently in Dispute

On June 18, 2004, Portal signed an option agreement with Minera Rio de la Plata S.A. (MRDP) for a series of mineral claims located in Mendoza Province, Argentina. The Companys Tiger Uranium project includes claims covered under that option agreement, which was modified by Portal and MRDP in March and April, 2008. On July 18, 2008, the Company has received notification from MRDP that it was in default for failure to make a US$70,000 payment due July 10, 2008. Portal is of the opinion that the contact is valid and in good standing, and is negotiating with MRDP to resolve the dispute. The Company has hired legal counsel to also pursue legal avenues. If  the Company is unable to negotiate a successful resolution to the suit, it may be forced to pursue legal action, which could be costly, time-consuming, and possibly unsuccessful. If Portal is unable to resolve the dispute, it may lose its option to acquire the Tiger Property and its entire acquisition and exploration expenditures on the property to date may be lost.



Risks Relating to the Financing of the Company

The Company is Likely to Require Additional Financing which Could Result in Substantial Dilution to Existing Shareholders

The Company, while engaged in the business of exploring mineral properties, is dependent on additional financing for planned exploration programs for the next twelve months as outlined herein.  Management anticipates being able to raise the necessary funds by means of equity financing.  The ongoing exploration of the Companys mineral properties is dependent upon the Companys ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all.  Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Companys mineral properties, as well as the possible loss of such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.



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The Company Has a History of Net Losses and Expects Losses to Continue for the Foreseeable Future

The Company has had a history of losses and there is no assurance that it can reach profitability in the future.  The Company will require significant additional funding to meet its business objectives.  The Company may not be able to obtain additional financing on reasonable terms, or at all.  If equity financing is required, as expected, then such financings could result in significant dilution to existing shareholders.  If the Company is unable to obtain sufficient financing, the Company might have to dramatically slow exploration efforts and/or lose control of its projects. The Company has historically obtained the preponderance of its financing through the issuance of equity, and the Company has no current plans to obtain financing through means other than equity financing.



The Company has a Lack of Cash Flow to Sustain Operations and Does Not Expect to Begin Receiving Operating Revenue in the Foreseeable Future

None of the Companys properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future.  Historically, the only source of funds available to the company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.



The Company Operates in a Foreign Country and is Subject to Currency Fluctuations which could have a Negative Effect on the Companys Operating Results

While engaged in the business of exploring mineral properties, all of the Companys operations are located in Argentina and the United States which makes it subject to foreign currency fluctuation as the Companys accounts are conducted in Canadian dollars while most expenses are numerated in United States dollars or Argentine Pesos. Such fluctuations may have adversely affected the Companys financial positions and results.  Management may not take any steps to address foreign currency fluctuations that will eliminate all adverse effects and, accordingly, the Company may suffer losses due to adverse foreign currency fluctuations.



Risks Relating to an Investment in the Securities of the Company



The Market for the Companys Stock has Been Subject to Volume and Price Volatility which Could Negatively Effect a Shareholders Ability to Buy or Sell the Companys Shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (ie. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry.  In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral.  The Companys common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Companys business, and changes in estimates and evaluations by securities analysts or other events or factors.  In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the price of the Companys common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.  Further, despite the existence of a market for trading the Companys common shares in Canada, stockholders of the Company may be unable to sell significant quantities of common shares in the public trading markets without a significant reduction in the price of the stock.



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The Company has a Dependence Upon Key Management Employees, the Absence of Which Would Have a Negative Effect on the Companys Operations

The Company strongly depends on the business and technical expertise of its management and key personnel, including President and Chief Executive Officer David Hottman, Chief Financial Officer Mark Brown, Director Gary Nordin, and Vice-President of Exploration Alex Boronowski.  There is little possibility that this dependence will decrease in the near term.  As the Companys operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Companys operations.



Certain Officers and Directors May Have Conflicts of Interest

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies.  While the Company was engaged in the business of exploiting mineral properties, such associations may have given rise to conflicts of interest from time to time.  The Directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company.  If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter.  In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.



The Company Could be Deemed a Passive Foreign Investment Company Which Could have Negative Consequences for U.S. Investors

The Company could be classified as a Passive Foreign Investment Company (PFIC) under the United States tax code. If the Company is declared a PFIC, then owners of the Companys Common Stock who are U.S. taxpayers generally will be required to treat any so-called  "excess distribution" received on its  common  shares, or any  gain  realized  upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Companys shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Companys net capital  gain and  ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.



U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against The Company or Its Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. All of the Companys directors and officers are residents of Canada and many of the Companys assets and its subsidiaries are located outside of the United States.  Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws.  There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.









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Broker-Dealers May Be Discouraged From Effecting Transactions In Our Common Shares Because They Are Considered Penny Stocks And Are Subject To The Penny Stock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "a penny stock".  A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.



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) 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 US Securities and Exchange 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.



As a Foreign Private Issuer, the Company is Exempt From the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



Item 4.  Information on the Company



DESCRIPTION OF BUSINESS



Introduction



The Companys executive office is located at:

Suite 750  625 Howe Street, Vancouver, British Columbia, Canada V6C 2T6

Telephone: (604) 629-1929

Facsimile: (604) 629-1930

E-Mail: info@portalresources.net

Website: www.portalresources.net



The Contact person in Vancouver is David Hottman, President, CEO and Chairman.



The Company currently leases its corporate office space in Vancouver under a lease in effect through February 28, 2013. Portal also receives rent and office expense reimbursements from 1 junior resource company with officers/directors in common who share its office space.





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The Company's fiscal year ends June 30th.



The Company's common shares trade on the TSX Venture Exchange under the symbol "PDO".



The authorized share capital of the Company consists of 100,000,000 common shares and 100,000,000 preferred shares. As of June 30, 2008, the end of the most recent fiscal year, there were 29,651,539 common shares and no preferred shares issued and outstanding.



Corporate Background



The Company was originally incorporated under the Company Act of British Columbia under the name of Gateway Enterprises Ltd. on August 14, 2000. On January 6, 2004, the Company changed its name to Portal de Oro Resources Ltd. due to the acquisition of Portal de Oro Resources (B.V.I.) Ltd. by Gateway. On December 20, 2004, the Company changed its name to Portal Resources Ltd. in order to simplify and shorten its name in English.



At the Companys Annual General Meeting held on December 20, 2004, shareholders approved new Articles of Incorporation under the new British Columbia Business Corporations Act which replaced the Company Act of British Columbia.



The Company presently has three wholly owned subsidiaries; Portal de Oro (B.V.I.) Ltd., a company incorporated under the laws of the British Virgin Islands, which has one wholly owned subsidiary, El Portal de Oro, S.A., a company incorporated under the laws of Argentina; Portal Resources US Inc., a company incorporated under the laws of the State of Colorado and Portal Resources US Inc., a company incorporated in under the laws of the State of Nevada.



Currently, the Company conducts mineral exploration activities in Argentina and the United States and its assets are located in Argentina, the United States, and Canada.



History and Development of the Business



The Company was originally incorporated as a Capital Pool Company (CPC) under the policies of the TSX Venture Exchange. On September 18, 2002, the Company entered into a Letter of Intent to acquire Foodterminal.com, a private Canadian company, in exchange for 7,741,000 common shares at a deemed price of $0.50 cents per share. The acquisition would represent the Companys Qualifying Transaction under TSX Venture Exchange Policy 2.4. Foodterminal.com was a grower of sprouts and distributor of food products. On February 28, 2003, the Companys directors determined that the acquisition of Foodterminal.com would not proceed due to regulatory hurdles and that the shareholders would be better served by seeking to acquire a different project. Therefore, the pending acquisition was terminated and non-refundable deposit advanced to Foodterminal.com of $25,000 was written-off.











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On March 15, 2004, the Company completed the acquisition of all the outstanding shares of Portal de Oro (B.V.I.) Ltd. as its qualifying transaction under the policies of the TSX Venture Exchange. Portal de Oro (B.V.I.) Ltd. had an option to earn a 100% interest in the Arroyo Verde gold exploration project located in Argentina through its 100% owned subsidiary, El Portal de Oro, S.A. Consideration for the acquisition of Portal de Oro (B.V.I.) Ltd. was 2,000,000 common shares of the Company at a deemed value of $0.10 per share. Since the acquisition, the Company has been primarily focused on exploration in the Arroyo Verde, San Rafael and Anchoris areas. The Company has increased the size of the Arroyo Verde property to approximately 40,000 hectares through: application for an additional three cateos totaling approximately 22,000 hectares in December 2004; and acquisition in July 2004 of approximately 18,000 hectares of mineral exploration property in Chubut and Rio Negro provinces through application for four separate cateos.



In July 2004, the Company acquired an option to acquire a 100% interest in the San Rafael project located in Mendoza Province, Argentina. The option consists of two separate agreements. Under the first, the Company can acquire a 100% interest in mineral exploration concessions totaling 133,996 hectares by making cash payments of US$15,000 in each of the first three years, with an extension of up to three years for additional yearly payments totaling US$265,000. The Company can exercise its right to acquire a 100% interest in any of up to four project areas by paying US$50,000 for each area that it many elect to designate. The acquisition is subject to a 15-20% Net Profits Interest (NPI) of which the Company can purchase 10% at any time for US$1.0 million. Under the second agreement, Portal may acquire a 100% interest in concessions totaling 47,357 hectares by making payments of US$830,000 over 7 years.



In the fourth quarter 2004, the Company increased its mineral rights holdings in the San Rafael area through the application for an additional 20 cateos totaling 85,000 hectares.



In February 2007, the Company announced that it had assembled the Tiger Uranium project consisting of six cateos totaling over 26,000 hectares in the Sierra Pintada Uranium district. The project is held under the two existing San Rafael project agreements.



In April 2007, through an agreement with Consolidated Pacific Bay Minerals Ltd., an unrelated public company, Portal has the right to earn a 60% interest in the Cerro Solo uranium joint venture of 3 concessions totaling 30,000 hectares located in Chubut Province, Argentina. Under the agreement, the Company is required to pay a total of US$145,000 cash on or before April 20, 2010, and expend an aggregate of US$1,200,000 in exploration expenditures on the property on or before April 20, 2011, to earn a 60% interest in Consolidated Pacific Bays concessions. The Company also acquired 9 concessions totaling over 53,000 hectares by staking which together with the Cerro Solo joint venture brings the la Pampa uranium project to a total area of over 83,000 hectares. In October 2007, the Company applied for an additional three cateos of 10,000 hectares each (30,000 hectares total) in Chubut Province adjacent to the existing La Pampa property claims.



In June 2007, Portal entered into an option agreement to earn an initial 60% interest in the Slick Rock Uranium exploration project in San Miguel County, Colorado. Under the agreement, the Company issued 100,000 common shares and must pay US$101,000 cash on or before June 22, 2009, and expend an aggregate of US$445,000 by June 22, 2010, with a minimum expenditure of US$100,000 required in each year. Portal could earn an additional 15% interest (for a total of 75%) in the project through the expenditure of an additional US$250,000 on exploration over the following two years. In June 2008, after disappointing drill results, the Company dropped its option to acquire an interest in the property.







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In May 2008, the Company announced that it had expanded the Tiger Uranium project to 9 claims totaling 44,924 hectares (174 square miles) and rescheduled the US$70,000 payment due on June 10, 2008 under the MRDP agreement to July 10, 2008. As part of the reorganization of the San Rafael project, the San Pedro agreement was terminated and the 53 claims totaling 144,856 held under the MRDP agreement, including the Anchoris copper-gold project, were returned to the vendor.  On June 10, Portal informed MRDP of the Companys decision to declare the 9 claims comprising the Tiger project to be a Development Area under the MRDP agreement, and pay MRDP US$50,000. MRDP subsequently informed the Company that it rejected the declaration of a Development Area, and notified the Company that the MRDP contract was null and void for failure to make the US$70,000 payment on the new due date of July 10, 2008.  Portal believes the declaration of a Development Area was valid, and thus the MRDP contact is in good standing. The Company announced that it retained legal counsel to defend its position and is seeking avenues to resolve the dispute.



In September 2008, the Company announced that it had optioned 3 metal exploration projects located in the State of Nevada. The projects include the Golden Snow property, an advanced Carlin-type gold exploration project, the Fish Project, a skarn-manto gold/silver and base metal exploration project, and the CPG Project, an early-stage porphyry and skarn copper-gold-molybdenum prospect. The Company has a renewable ten year option to acquire a 100% interest in the properties, subject to a 3% NSR held by the vendors, by paying US$10,000 in year one, increasing by $5,000 per year to $30,000 on the fifth and each subsequent anniversary date to keep the option in good standing. Portal can acquire its interest by making a final payment of $1,000 and delivering a final feasibility study on any of the properties.



In November 2008, the Arroyo Verde agreement was amended where the owner agreed to defer the option payment due on December 1, 2008 until December 1, 2009 in exchange for the payment of US$10,000 on December 1, 2008.



Capital Pool Companies (CPC)

Under the TSX Venture Exchanges Policy 2.4, a company with only minimal working capital is allowed to list on the Exchange for the purposes of negotiating an acquisition of, or the participation in, assets or businesses. Such companies are classified as a Capital Pool Company, or CPC and are governed by a specific set of rules and regulations.



The sole purpose of a CPC is to identify and evaluate existing businesses or assets for possible acquisition which, if acquired, would provide the company with a full listing on the TSX-V. The only business a CPC is allowed to conduct prior to its Initial Public Offering and listing on the TSX-V is to prepare for its offering. This typically consists of raising a limited amount of seed capital, establishing a management team and board of directors, as well as hiring professionals to assist in the offering, including an auditor, legal counsel, and an agent for the Offering.



The minimum total of seed capital raised must be equal to or greater than $100,000. The maximum gross proceeds from the IPO must be at least $200,000 but not exceed $1,900,000. Once the IPO is completed, the company will use the net proceeds to seek and finance a business in order to complete its Qualifying Transaction (QT). Once a suitable asset or business has been identified, the CPC will attempt to negotiate an acquisition or participation in the asset or business. The management of the CPC will negotiate with the targeted acquisition regarding acquisition terms. The Board of Directors of the CPC will examine proposed acquisitions on the basis of business fundamentals before approving any proposed transaction.





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From the date of listing on the TSX-V, the CPC originally had 18 months (now 24 months) to complete its QT. If the CPC had not completed its QT in that timeframe, the CPCs shares would be suspended from trading, and possibly face delisting, until such time as a QT has been approved and completed.



The CPC may use cash, secured or unsecured debt, the issuance of securities, or a combination thereof, in order to finance its acquisition as its QT. Any QT is subject to approval by the majority of the minority shareholders of the CPC, approval from the TSX-V, and sponsorship of a TSX-V member firm. Trading in the CPC stock will initially be halted from trading before the announcement of a pending QT. The stock will remain halted until the Exchange has completed any preliminary background investigations into the proposed transaction and a sponsor firm has been retained.



All securities which will be held by Principals of the proposed post-QT issuer are required to be held in escrow. Shares will be released from escrow subject to a formula prescribed in the CPC Escrow Agreement which is subject to approval by the TSX-V.



Once the QT is complete, the company will resume trading on the TSX-V under its new name and symbol. Portal resumed trading on the TSX-V upon the completion of its Qualifying Transaction on March 17, 2004.





Business Overview



All of the Companys mineral exploration operations are located in Argentina and the United States, while the administrative operations and offices are located in Canada. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable mineral deposit is present on any of the Companys properties, and additional exploration is required before it is determined if any property is economically and legally viable.



Operations are not seasonal as the Company can conduct certain exploration activities on its properties year-round. To date, the Companys revenue has been limited to interest on its cash balances and therefore it is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Companys operations are dependent upon mining exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Companys mineral exploration projects.



The mineral exploration operations of the Company are subject to regulation by several government agencies at the Federal, Provincial/State, and local levels. A description of these regulations in Argentina as they pertain to the Companys operations is given below. Management believes it is in compliance with all current requirements and does not anticipate any significant changes to these regulations which will have a material effect on the Companys operations.



A General Discussion of the Political and Economic Climate in Argentina



Country Overview:







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Argentina or Argentine Republic is located in southern South America, bounded on the north by Bolivia and Paraguay; on the east by Brazil, Uruguay, and the Atlantic Ocean; on the south by the Atlantic Ocean and Chile; and on the west by Chile. The country occupies most of the southern portion of the continent of South America and is somewhat triangular in shape.  Buenos Aires is the capital and largest city, with a population of about 11 million.



The traditional wealth of Argentina lies in the vast Pampas, which are used for extensive grazing and grain production.  It extends nearly 1600 km (1000 mi.) south from the Chaco. The Pampas, which are largely made up of a fine sand, clay, and silt almost wholly free from pebbles and rocks, are ideal for the cultivation of grains.  However, the gravelly soil of most of Patagonia, in southern Argentina, is useless for growing crops, therefore it is used primarily as pasture for sheep. Most of the northern Andean foothill region is unsuitable for farming, but several oases favor fruit culture.



Argentine mineral resources, especially offshore deposits of petroleum and natural gas, have assumed increasing importance in recent decades.



Government:



Argentina is a federal republic headed by a president, who is assisted by a council of ministers.  Legislative powers are vested in a national congress consisting of a Senate and a House of Deputies.  The president and vice president each serve for a single six-year term. The constitution of 1853 permits the suspension of parliamentary government and civil liberties should the president deem that a national emergency requires a state of siege.



The National Institute of Social Welfare has administered most Argentine welfare programs since its founding in 1944.  Health services are provided to workers by the various unions and to others by free hospital clinics.  Medical standards are relatively high in the cities, and efforts are constantly being made to improve medical facilities located in outlying rural areas.



The organization of the legislature of Argentina is similar to that of the United States. The Argentine national congress consists of a lower chamber, the 254-member House of Deputies, and an upper chamber, the 46-member Senate. Deputies are directly elected to four-year terms; senators are chosen by provincial legislatures for terms of nine years. All citizens 18 years of age or older are entitled to vote. Proportional representation in national elections was initiated in 1962.



Under the constitution, the provinces of Argentina elect their own governors and legislatures. During periods when the constitution has been suspended, provincial governors have been appointed by the central government.



Federal courts include the Supreme Court, 17 appellate courts, and district and territorial courts on the local levels. The provincial court systems are similarly organized, comprising supreme, appellate, and lower courts.



The Economy of Argentina:



The Argentine economy is based primarily on the production of agricultural products and the raising of livestock, but manufacturing and mining industries have shown marked growth in recent decades. Argentina is one of the world's leading cattle and grain producing regions; the country's main manufacturing enterprises are meat-packing and flour-milling plants.





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Currency:



The nuevo peso argentino (now Argentine peso, equal to 10,000 australs) was introduced in January 1992, at an exchange rate of 1 peso = U.S.$1. The peg to the dollar was abandoned in February 2002 and the currency is allowed to float. The exchange rate as of November 28, 2008 was approximately 3.35 pesos/US dollar.



The Mining Industry in Argentina:



Although the country has a variety of mineral deposits, including petroleum, coal, and a number of metals, mining has been relatively unimportant in the economy. In recent decades, however, production of petroleum and coal, in particular, has increased significantly. In terms of value, the chief mineral product is petroleum. The country also produces significant amounts of natural gas and the mining industry produces gold, silver, copper, lead, zinc, iron, tin, tungsten, mica, uranium, and limestone.



Mining taxes are covered by the Mining Investments Act, instituted in 1993 to encourage foreign investment in the Argentina mining sector. Incentives provided by the Act include guaranteed tax stability for a 30-year period, 100% income tax deductions on exploration costs, accelerated amortization of investments in infrastructure, machinery and equipment, and the exemption from import duties on capital goods, equipment and raw materials used in mining and exploration. Argentinas mineral resources, administered by its 23 provinces, are subject to a provincial royalty capped at 3% of the mouth of mine value of production, although provinces may opt to waive this royalty.



Description of Mining and Exploration Permits



There is no ground staking for mineral rights in Argentina. Mineral rights are acquired by application with the government for concessions to seek, own and sell minerals located within a specified parcel of land. Foreign Investment in Argentina is governed by the Investment Law and its regulation. Foreign investment of up 100% in Argentinean mining companies is freely permitted. The exploration and exploitation of minerals in Argentina may be carried out by Argentinean citizens or foreign people or Argentinean companies incorporated under the Argentinean law by means of obtaining exploration and exploitation concessions.



There are 3 levels of mineral rights and titles and they are as follows:



Cateo

An exploration permit, known as a Cateo allows the holder of the permit to explore the exploration concession by way of prospecting, mapping, sampling and conducting geophysical surveys. To conduct drilling and trenching programs on the Cateo the permit holder has to submit a report to the mining office outlining the proposed program which must include a plan for any reclamation.



Term of Cateo

Once a Cateo is granted it has a lifespan that is predicated upon its size. A Cateo is measured in 500 ha units and can range in size from a minimum of 1 unit (500 ha) to a maximum of 20 units (10,000 ha). A one-time fee of $0.80 per ha is due within 5 days of approval. During the term of a Cateo, which begins 30 days after approval, periodic relinquishment of ground is made such that after 300 days of approval 50% of the area in excess of 4 units must be relinquished and after 700 days, 50% of the remaining area must be relinquished. A Cateo of 1 unit has duration of 150 days and for each additional unit, its duration is increased by 50 additional days.



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Mining Permit

A Cateo will expire if within its specified term or duration, no mineral discovery is reported by the Cateo holder. If a mineral showing or an ore zone has been discovered while exploring the property, the holder may apply for a "Manifestacion de Discubrimiento, or MD" for mining rights to a maximum of 3,000 ha.  Once an MD is granted, the property must be surveyed in order to apply for a Mina, or mining lease. This is usually done after the results of exploration indicate a potential ore body.



Environmental Regulation



Argentinas laws and regulations relating to the protection of the environment are on both the Federal and Provincial level. The regulations concern water pollution, air pollution, noise pollution and hazardous substances. The principal environmental legislation in Argentina is the Ley General del Equilibrio Ecológico y la Protección al Ambiente(the General Law of Ecological Balance and Environmental Protection or the "General Law"), which provides for general environmental rules and policies, with specific requirements set forth in regulations on air pollution, hazardous substances, environmental impact and others (the Environmental Regulations). Additionally, there are a series of Argentinean Official Norms that establish ecological and technical standards and requirements on various environmental related matters (the Ecological Standards).



The Secretaría de Medio Ambiente y Recursos Naturales(the Ministry of the Environment and Natural Resources or SEMARNAT for its initials in Spanish) is the federal agency in charge of monitoring compliance with and enforcing the General Law, the Environmental Regulations and the Ecological Standards (collectively the Environmental Laws). On enforcement matters the SEMARNAT acts mainly through the Procuraduría Federal de Protección al Ambiente(the Federal Bureau of Environmental Protection or PROFEPA for its initials in Spanish) and in certain cases through other governmental entities under its control.



Environmental Laws also regulate environmental protection in the mining industry in Argentina. In order to comply with these laws, a series of permits, licenses and authorizations must be obtained by a concession holder during the exploration and exploitation stages of a mining project. Generally, these permits and authorizations are issued on a timely basis after the completion of an application by a concession holder.



Recently, several Provinces have passed laws which are designed to restrict certain types of mining operations within those Provinces. These laws include Mendoza Provinces Law No. 7722, which prohibits the use of several types of chemical substances, including cyanide, sulfuric acid, and mercury, in mining activities. Many companies involved in the Argentinean mining industry believe these Provincial laws are unconstitutional on several grounds. A group of plaintiffs, including Portal, have  filed suit against the Province of Mendoza challenging the constitutionality of Law No. 7722. Management believes the new legislation will likely be modified in accordance with world standard environmental, social, and sustainability guidelines for mining activities.













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Mineral Properties



The Company currently operates in the mineral exploration sector. The Companys properties are located in Argentina and the United States, and all are at the exploration stage. The individual mineral projects are described below.



Argentina Properties



Arroyo Verde Project



The Arroyo Verde Project is located in Chubut province, Argentina. The Company currently has an option to earn a 100% interest in the project, subject to a 2% Net Smelter Return (NSR).



The project is at the exploration stage and does not contain proven mineral reserves.



Arroyo Verde Project Location Map

[portal200820f001.jpg]



Arroyo Verde Project Mineral Rights







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How Acquired



The Company acquired the option to acquire a 100% interest in the project through its acquisition of 100% of Portal de Oro (B.V.I.) Ltd. on March 15, 2004. Portal de Oro (B.V.I.) Ltd. originally acquired the option through its wholly owned Argentinean subsidiary, El Portal de Oro, S.A. Under an agreement with the concession owner Ruben Davicino, an Argentine national, Portal acquired the mining rights to the Property.



The current land status of the property is given in the following table.



|Name                 | File Number | Province  | Hectares | Type 
|-------------------- | ----------- | --------- | -------- | -----
|                     |             |           |          |      
|Marifil I            | 13419/99    | Chubut    | 1,200    | MD   
|El Porvenir          | 13760/01    | Chubut    | 3,000    | MD   
|Marifil II           | 13813/02    | Chubut    | 1,369    | MD   
|Arroyo Verde         | 13814/02    | Chubut    | 2,809    | MD   
|El Refugio           | 13905/02    | Chubut    | 2,098    | MD   
|Marifil III          | 14402/04    | Chubut    | 87       | MD   
|Cateo Central        | 14148/03    | Chubut    | 3,783    | Cateo
|Cateo S              | 14356/04    | Chubut    | 3,999    | Cateo
|Don Enrique          | Pending     | Chubut    | 3,234    | Cateo
|Cateo Arroyo Verde N | 29160-M-04  | Rio Negro | 5,111    | Cateo
|                     |             | Total     | 26,690   |      



All the concessions are currently in good standing and subject to only the normal maintenance requirements under the Argentine Mining Law.



Under the agreement between Portal and Ruben Davicino (the Vendor), the Company can earn a 100% interest, subject to a 2% NSR, in the project by paying the Vendor US$210,000 over the following schedule:



|Milestone                                           | Due Date of Payment | Amount          
|--------------------------------------------------- | ------------------- | ----------------
|                                                    |                     |                 
|Within 60 days of the signing
of a letter of intent | October 18, 2003    | US$1,000 (Paid) 
|On Signing of a Formal
Agreement                    | November 28, 2003   | US$4,000 (Paid) 
|6 months from signing of
Formal Agreement           | May 1, 2004         | US$5,000 (Paid) 
|12 months from signing of
Formal Agreement          | December 1, 2004    | US$20,000 (Paid)
|24 months from signing of
Formal Agreement          | December 1, 2005    | US$40,000 (Paid)
|36 months from signing of
Formal Agreement          | December 1, 2006    | US$60,000 (Paid)
|48 months from signing of
Formal Agreement          | December 1, 2007    | US$80,000 (Paid)









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The Company must also pay the Vendor a preproduction royalty upon the earlier of either the completion of a feasibility study, or December 1, 2008. On November 12, 2008, the Company and the Vendor agreed to defer the preproduction royalty payment until December 1, 2009 in exchange for a payment of US$10,000 made on December 1, 2008. The preproduction royalty is to be calculated at the rate of US$1.00 per ounce of gold in the measured and indicated resource categories, with a minimum payment of US$100,000 and a maximum payment of US$250,000. The Vendor also retains a 2% NSR which will be paid after the recovery of the preproduction royalty payment by the Company. The Company can purchase 1% of the NSR from the Vendor at any time for US$1,000,000.





Location and Access



The property is approximately 26,690 hectares in size, and is located on undeveloped ranch land in the northeast corner of Chubut Province, Argentina, along the border between Rio Negro and Chubut Provinces. It is 50 kilometers south of the town of Sierra Grande, 85 kilometers north of the port city of Puerto Madryn and 155 kilometers north of the city of Trelew which has regularly scheduled air transport. Access to the property is via paved highway Ruta Nacional 3 which passes 3 kilometers to the west of the project area. From the highway, a double-track road provides access to the project. Access within the project is easily provided by 4X4 vehicle using a network of existing drill roads, while clearing new roads is easily accomplished with a light bulldozer.



The area is a semi-arid near coastal terrain with the Atlantic Ocean approximately 25 kilometers east of the property. The elevation of the concession is between 125 and 200 meters above sea level. The terrain is mostly relatively flat and gently rolling ranch land, although the project is cut by cliffs, box canyons, arroyos and slopes with talus cover. There is no mining infrastructure on the property. An electric power transmission line is located about 5 kilometers from the property, while a natural gas pipeline running north-south is located 14 kilometers west of the property. Because of the lack of infrastructure in the project area, no high volume water pumping has occurred in the area. Water may be available from wells, as shallow wells have been used for livestock, but exploration drilling has encountered abundant water at depths of 50 to 100 meters.



Exploration can be conducted year-round, with rare freezing temperatures occurring in winter and hot summers. There is very little population in the area, with the closest being a sheep station approximately 4 kilometers away, and a police post approximately 7 kilometers away at the crossing point of the Rio Negro-Chubut provincial border on the coastal highway.



Regional and Property Geology



Rio Negro and Chubut provinces are underlain by the Somuncura Massif, with virtually all areas of the massifs volcanic rocks displaying two sets of nearly perpendicular-intersecting, high-angle faults striking northwest and northeast. These major structures likely exerted major control on the position of volcanic hydrothermal activity and its related mineralization.



Basement and Cretaceous units do not outcrop within the property area. Gravel cover, semi-consolidated and occasionally cemented, forms an alluvial fan deposit. Gold and silver mineralization occurs in felsic volcanics, which occasionally outcrop or occur as slope debris however, sediments, vegetation and soil cover hide most of the bedrock except in the elevated areas. In the lower lying areas of the property, alluvial gravels almost completely hide the bedrock with rare rhyolite domes and uplifted fault blocks. This gravel cover is known to be up to 40 meters thick in places.





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Gold and silver is hosted in low sulphidation vein and stockwork type mineralization within a series of rhyolite domes in the northern portion of the property.  Molybdenum-copper-lead-zinc occurs as volcanic and intrusive hosted porphyry style mineralization in the Refugio-Porvenir area in the southern portion of the property.



Previous Exploration History



Early exploration on the project is undocumented, but there is physical evidence of exploration consisting of a pit on the principal Arroyo Verde vein which is believed to date from the early 20th century. The first modern exploration was conducted by Pegasus Gold Company who identified anomalies through Landsat imagery in 1994. Follow-up ground surveying traced alluvial debris to the Arroyo Verde outcropping rhyolite dome. Between 1994 and 1996, Pegasus conducted exploration on the property, including vein and wall rock sampling, I.P. surveying, and 25 reverse circulation drill holes totaling 2,486 meters. Drill holes 1 to 12 targeted outcropping veins and alteration; Holes 13-21 targeted I.P. chargeability anomalies; and Holes 22-25 were drilled on deeper, gravel covered extension targets. Holes 1-12 returned significant gold and silver assays from 2 shallow (15 to 70 meters depth) veins identified as Principal Vein and Northwest Vein. Holes 13-21 discovered pyritic flow units but assayed little gold. Holes 22-25 were also considered disappointing. These results, combined with a lack of available exploration funding, moved Pegasus to seek a joint-venture partner to fund and conduct additional exploration.



Minera Andes entered a joint venture with Pegasus in November, 1997.  Between December, 1997 and December, 1998, Minera Andes conducted geologic mapping, outcrop sampling, soil geochemical and geobotanical surveys, geophysical surveying and studies. This work was followed by the drilling of 10 R.C. holes totaling 782 meters which largely confirmed Pegasus work but failed to expand the known mineralization. Minera Andes withdrew from the joint venture in December 1998.



Exploration by the Company



In April 2004, the Company commenced exploration on the property. Work included mapping, sampling and geophysics to focus on the potential of the known mineralized structures as well as the surrounding areas for additional domes and mineralized structures. The program included detailed mapping and sampling of the previously identified epithermal veins within the exposed Arroyo Verde rhyolite dome complex and trenching of extensions under shallow cover. It also included 88 line kilometers of IP and resistivity surveys in a 10 square kilometer area peripheral to the main dome complex to identify blind vein systems or adjacent rhyolite domes occurring below the gravel cover. Additional lines extended coverage over an apparent structural corridor extending 15 kilometers to the southwest to the Refugio-Porvenir area and the previously identified volcanic-sediment hosted molybdenum-copper-lead-zinc mineralization.



The survey outlined possible extensions under shallow cover to the known Arroyo Verde rhyolite dome complex, 2.5 kilometers to the south and 2.0 kilometers to the north. The survey identified four east-west trending resistivity high anomalies over strike lengths of 1,600 to 2,600 meters. These anomalies parallel the vein mineralization in the Principal and Northwest vein zones and were thought to be blind vein structures. The survey also identified a second potential rhyolite dome, the Porvenir Dome, with associated resistivity high anomalies 16 kilometers to the south of the Arroyo Verde dome complex in an area of shallow gravel cover. The lines run from the known Arroyo Verde rhyolite dome area to the Refugio-Porvenir volcanic-intrusive hosted mineralization to the south outlined the large chargeability Refugio-Porvenir anomaly, along a 6 kilometer strike length.





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Follow-up exploration in late 2004/early 2005 outlined a total of 6 veins within the Arroyo Verde rhyolite dome area. These included 3 veins in the Northwest Vein area known as A, B, and C veins. The area is characterized by wispy vein and vein stockworks surrounded by hematite and silica alteration, and was interpreted to be the top of an epithermal vein system.



In March 2005, the Company initiated a new phase of exploration within the Main Dome vein system and Refugio-Porvenir stockwork areas. This phase included an Induced Polarization Resistivity geophysical program consisting of 32.5 line kilometers of Pole-Dipole survey and 56.5 line kilometers of Gradient Array survey to identify drill targets. The survey also included additional mapping, trenching, and sampling of the known vein occurrences. This work was followed by a 4000 meter drill program of both reverse circulation (RC) and diamond drilling in the Main Dome vein system area. A total of seven holes were completed on the Principal vein, and outlined two shoots of gold-silver mineralization.



Main Dome with Principal Vein

[portal200820f002.jpg]



Blind Vein Area  2 drill holes tested a 1 kilometer long linear resistivity high-chargeability high anomaly located 100 meters south of the Principal Vein. One previous drill hole RCH-13 intersected 1.9 g/t gold and 17.7 g/t silver over a core length of 5 meters in an epithermal vein on the eastern end of the anomaly. The new holes, one drilled beneath hole RCH-13 and one a step out 70 meters to the west (holes PO51 and PO52 respectively), intersected the vein structure but with only low gold values.





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Northwest Vein Area - Four holes PO42, 43, 44 and 45 drilled on the Northwest Vein intersected the mapped A, B, and C veins and returned only low grade gold and silver values.



South Dome Area  Drill holes tested a 1 kilometer by 2 kilometer resistivity-high and chargeability-high anomaly.  The results from drilling in the South Dome area were discouraging.  Drilling encountered low-grade gold-silver quartz bearing structures within the area.  Of academic interest was the discovery of base metal sulphides hosted in breccias and crystalline drusy quartz veins within the porphyry rhyodacites in contact with metamorphic basement rock.  Drilling has determined that this mineralized structure trends northwest-southeast and  occurs from section 3800E to 3525E as defined in drill holes PO-69, PO-74, PO-77 and PO-85.   The most significant mineralization was encountered in PO-69, which intersected forty-five meters, from 115 to 160 metres, assaying 0.60% Zn, 0.26% Pb, 0.09% Cu, 9.58 gpt Ag and included is a 12 metre interval from 132 m to 144 m. that assayed 1.19% Zn, 0.45% Pb, 0.19% Cu and 20 gpt silver.  The mineralization may be related to a porphyry system at depth which may be the source of the mineralization or supplied the heat which mobilized the mineralization from the metamorphic basement into the structural openings.



Refugio-Porvenir Molybendum Porphyry  - is located 16 km. southwest of the Principal Dome.  The hidden intrusive is of a monzogranite-rhyolite porphyry type, which is covered by Silurian age sandstones and rhyolitic ignimbrites.  The presence of the target was originally suspected owing to the large hydrothermal alteration covering approximately 6.0 km. by 3.5 km. and the occurrence of numerous mineralized rocks and geochemical anomalous lead, zinc, copper and molybdenum values within soil and rock samples.  Later an IP geophysical survey identified a strong chargeability anomaly measuring approximately 3.0 km. by 2 km. at a depth within 150 to 300 meters of surface. Mineralization consisting of minor leadzinccopper ± barite and molybdenum occurs within quartz-sulphide bearing stringers and stockwork within a porphyry monzogranite in contact with an overlying rhyolite ignimbrite and sandstone.



During Fiscal 2007, the Phase II combined reverse circulation-diamond drill program at Arroyo Verde was completed to follow up the successful results from the calendar 2005 exploration program. The program was designed to: test the Principal Vein 100 to 125 meters vertically below the 2005 drill intersections; follow up on the initial three holes drilled in the strong high resistivity-high chargeability geophysical South Dome Anomaly; and to test the large 4 kilometer by 7 kilometer Refugio-Porvenir high chargeability geophysical anomaly.



On the Principal Vein, 12 combined RC-Diamond Drill holes totaling 2,822 meters were drilled over a strike length of 700 meters to a depth of 300 meters on 50 to 100 meters spacings. In the western portion, nine drill holes outlined a higher-grade section along a strike of 400 meters on surface to a vertical depth of 125 meters. Below the 125 meter level, the higher grade zone narrows to 100 meters. In addition, 5 drill holes intersected a new Hanging Wall (HW) vein south of the Principal Vein (PV) along a strike length of 150 meters, with a width from 0.45 to 4.00 meters grading from 1.4 to 9.1 g/t gold and 31.1 to 316 g/t silver. However, drilling to test the depth extension of the Principal Vein, from a vertical depth of 250 to 300 meters, was unsuccessful in extending the higher grade mineralization below 220 meters vertically in depth. The holes intercepted a wide hydrothermal breccia zone up to 10 meters in width with narrow banded epithermal veins in widths of 0.5 to 1.0 meters and grades ranging from 0.10 to 5.2 g/t gold equivalent (Gold Equivalent (Au Eq.) calculated using a silver:gold ratio of 60:1 and assuming all metallurgical recoveries and net smelter returns are 100%.













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On the Refugio-Porvenir Porphyry/Breccia Area, located 16 kilometers southwest of the Main Dome and  Principal Vein, mapping and sampling defined coincident phyllic to argillic alteration haloes and geochemical anomalies in lead, barium, molybdenum and silver, further consistent with a large buried mineralized porphyry system. A total of eight widely spaced RC holes were drilled on 375 to 1,500 meter spacings to a depth of 136 to 765 meters within the large high chargeability IP geophysical anomaly. The drilling confirmed the presence of a large, well mineralized porphyry system with a flat lying zone of quartz molybdenite stockwork mineralization from 70 to 200 meters thick along the intrusive contact. The best mineralization in hole PO-54 consisted on long intervals of molybdenum mineralization, including 176 meters from 284 to 400 meters grading 0.031% molybdenum and 56.15 meters from 655 to 711.5 meters trading 0.034% molybdenum. The quartz-molybdenite mineralized stockwork has been traced over a strike length of over 1,500 meters that is open and strengthening to the south where the IP chargeability anomaly extends south of Hole PO-54 in excess of 1,000 meters.



Sample Quality Assurance/Quality Control Protocol



Samples are collected in the field by our qualified field personnel with sample details noted and entered into Portals corporate data base. In the case of reverse circulation samples, the cuttings are recovered by cyclones provided by the drill contractor with two representative samples recovered on site. The samples are labeled, with one sample stored in a secure facility on site, and the other delivered into the custody of Alex Stewart International Laboratories, an internationally recognized analytical company. Alex Stewart transports their sample to their full service laboratory located in Mendoza, Argentina. For diamond drilling, the core is received from the drillers by our qualified field staff for transport to the field facility where it is split into two halves utilizing a diamond saw. One half of the core is then maintained on site for reference, while the other is delivered to Alex Stewart for transport to their full service laboratory in Mendoza.



Samples are analyzed for gold by fire assay using a 50 gram subsample and by 39 element ICP-AR analytical technique for silver, base metals and other elements. As all of  Portals projects are still at an exploration stage, Portal relies on the QC/QA procedures of the analytical laboratory which relies on reassaying of every 10th sample as a measure of precision as well as use of internal standards for accuracy. In the event that the Company advances one of its projects to the stage of defining a resource or a reserve, additional internal controls using blanks and standards will be instigated in order to verify the validity of the laboratorys internal controls.



Planned Exploration



Portal is actively seeking a joint-venture partner to further explore the Refugio-Porvenir porphyry system, and is commissioning an independent, National Instrument 43-101 compliant report reviewing the results of the exploration programs conducted on the project to date.



As of June 30, 2008, the Company has expended $4,121,827 on the Arroyo Verde project.



San Rafael Project



The San Rafael Project is located in Mendoza Province, Argentina, and included the Anchoris Copper-Gold Porphyry and Tiger Uranium projects. The Company had an option to earn a 100% interest in the project, subject to a 15% to 20% Net Profits Interest (NPI) on a portion of the project.





29







The project was at the exploration stage and does not contain proven mineral reserves.



How Acquired



The Company acquired its option to earn a 100% interest in the project through two separate option agreements, both dated June 18, 2004. During Fiscal 2008, the Company determined that, based on exploration results to date and the negative mining environment in Mendoza Province, the Company would return all the claims which made up the property except 9 claims totaling 42,094 hectares which forms the Tiger Uranium Project (described separately below). Therefore, the Company has relinquished its interest in the San Rafael and Anchoris properties, with the exception of the Tiger Project claims.



Tiger Uranium Project



The Tiger Uranium Project is located in Mendoza Province, Argentina. The claims were formerly a portion of the San Rafael Project, but the Company has returned the other claims which formed the San Rafael project and retained 9 claims as the Tiger Project.



The project is at the exploration stage and does not contain proven mineral reserves.



[portal200820f004.jpg]



Location and Access



The project is located approximately 30 kilometers southwest of the city of San Rafael and consists of nine mining concessions totaling 42,094 hectares (162.5 square miles) within the Sierra Pintada Uranium District. Access is provided by state maintained paved and gravel roads. Both power and water are available in the project area. The topography is moderate, with elevations in the range of 900 to 1,200 meters in a predominantly dry climate. Winters are mild, which allows for exploration throughout the year.



How Acquired

The claims are held under the Minera Rio de la Plata Agreement, which originally covered the San Rafael project, of which the claims comprising the Tiger Uranium project were a portion.  The Company can earn a 100% interest in a series of mining rights by making payments totaling US$265,000 over 5 years under the following schedule:



30





|Due Date of Payment        | Amount ($US)      |        
|-------------------------- | ----------------- | -------
|                           |                   |        
|On signing of agreement    | $   15,000 (Paid) | (Paid) 
|On or before April 9, 2005 | $   15,000 (Paid) | (Paid) 
|On or before April 9, 2006 | $   15,000 (Paid) | (Paid) 
|On or before April 9, 2007 | $   50,000 (Paid) | (Paid) 
|On or before April 9, 2008 | $   70,000        | Amended
|On or before April 9, 2009 | $ 100,000         |        
|Total                      | $ 265,000         |        



The Company has made the first, four payments under the terms of the joint venture agreement with MRDP totaling $95,000.  Should the Company wish to develop up to four areas as defined in the agreement during the term of the option, it must pay the sum of US$50,000 for each area so designated as a Development Area. The Company would then form a new 100% owned subsidiary to which the mining rights in that designated area would be transferred. The new subsidiary would be subject to a 15% to 20% net profits interest to the optioner. The Company has the right to purchase 10% of the net profits interest at any time for the sum of US$1,000,000.



On March 3, 2008, the Agreement was modified by Minera Rio de la Plata (MRDP) so that the US$70,000 payment due April 9, 2008 was deferred to June 10, 2008. On April 30, 2008, MRDP and Portal signed an agreement extending the due date of the US$70,000 payment to July 10, 2008.



On June 10, 2008, Portal informed MRDP of the Companys decision to declare the 9 claims comprising the Tiger Uranium Project as a Development Area under clause 6.4 of the agreement and pay MRDP US$50,000. On June 17, 2008, Portal received notification from MRDP of MRDPs rejection of Portals declaration of a Development Area. On July 18, 2008, Portal received notification from MRDP of their declaration that the MRDP contact is null and void for the Companys failure to make the US$70,000 payment due July 10, 2008. Portal is of the opinion that the declaration of a Development Area on June 10, 2008 was valid, and thus the MRDP contact is valid and in good standing. Portal has retained legal counsel and is pursuing both legal avenues as well as negotiating with MRDP to resolve the dispute.



Location and Access



The property consists of 9 mining concessions totaling 42,094, or 162.5 square miles. The project is located in central Mendoza province approximately 300 km south of the provincial capital of Mendoza. The city of San Rafael is located approximately 30 km northeast of the project area. Access is provided by a network of government maintained paved and gravel roads throughout the area. There is no mining related infrastructure on project, and power and water are both readily available in the project area.



Topography is moderate with elevations in the range of 900 to 1200 meters. The climate is dry, and winters are mild. Exploration can be conducted on the project year-round.



Regional and Property Geology



The project area is underlain by a sequence of predominantly felsic flows and pyroclastic volcanics of Permo-Triassic age. This volcanic sequence is overlain by younger volcanics and intruded by a series of dacitic intrusive stocks. The region is cut by major northwest striking structures with secondary east-west trends.





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Exploration History



The Sierra Pintada District hosts the past producing open pit Sierra Pintada heap leach uranium deposit, which is owned by the Argentinean federal government corporation Comision Nacional de Energia Atomica (CNEA). Portals claims lie adjacent to the Sierra Pintada mine claims, and the Company has defined six separate target areas over a total strike length of 20 kilometers covering the southern, eastern, western and fault extensions of the favorable sandstone formation that hosts the Sierra Pintada mine. La Caverna, the highest priority target, lies on the southern boundary of the Sierra Pintada mine claims in the southern fold closure of the anticline structure hosting Sierra Pintada uranium mineralization. Closely spaced drill holes on 50 to 100 meter centers are present on both sides of the Sierra Pintada-Portal claim boundary within shallowly dipping, red, hematized magnetic sandstones which historically host the best mineralization in the deposits. The second priority target is located 2 kilometers east of the Sierra Pintada deposit and is underlain by thick shallowly dipping sandstone exposures on the eastern limb of the anticline structure. Target areas 3 to 6 represent up thrown fault extensions of the favorable sandstone units. Red hematized sandstones with shallow dips are poorly exposed under thin alluvial cover along a potential strike of 6 to 10 kilometers and the target areas can be easily tested with radiometric spectrometer surveying and shallow drilling.



Planned Exploration



Permitting for an exploration program on the six target areas has been initiated. The program will begin in the area immediately to the south of the Sierra Pintada mine within the zone of close spaced drilling that straddles the Sierra Pintada-Tiger claim boundary. Exploration will consist of acquisition of surface access rights, mapping, sampling, and geophysics, which will define targets for drilling.



The exploration program planned for the Tiger Uranium Project is on hold until the legal conflict with MRDP is resolved, access to the project area is granted by land owners and permits are obtained to conduct a proposed exploration program to test target areas.



As of June 30, 2008, the Company has expended $69,549 on the Tiger Uranium Project.



La Pampa Uranium Project



The La Pampa Project is located in Chubut Province, Argentina. The Company currently has a 100% interest in 17,058 hectares, and has a right to earn a 60% interest in an additional 30,000 hectares known as the Cerro Solo joint venture.



The project is at the exploration stage and does not contain proven mineral reserves.











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[portal200820f006.jpg]



How Acquired



The initial nine mining concessions totaling 73,615 hectares, or 284 square miles, were acquired by the Company by staking. Portal has a 100% interest in these concessions.  The original nine mining concession have been reduced to four mining concession due to negative results encountered during the first phase exploration program on five of the mining concessions.



Under an agreement dated April 20, 2007 between the Company and Consolidated Pacific Bay Minerals Ltd. (Pacific Bay), an unrelated public company, Portal has the option to earn a 60% interest in three additional mining concessions totaling 30,000 hectares, or 115 square miles, known as the Cerro Solo joint venture by paying US$145,000 over 3 years and expending US$1,200,000 in exploration over 4 years under the following schedule:



|Due Date of Cash Payment *  | Amount ($US)   
|--------------------------- | ---------------
|                            |                
|On signing of agreement     | $ 15,000 (Paid)
|On or before April 20, 2008 | $ 30,000       
|On or before April 20, 2009 | $ 50,000       
|On or before April 20, 2010 | $ 50,000       
|Total                       | $145,000       







|Exploration Expenditures *  | Cumulative Amount ($US)
|--------------------------- | -----------------------
|                            |                        
|On or before April 20, 2008 | $ 150,000              
|On or before April 20, 2009 | $ 400,000              
|On or before April 20, 2010 | $ 800,000              
|On or before April 20, 2011 | $1,200,000             



*  On March 11, 2008, the option agreement with Pacific Bay was modified so that the time periods for the above referenced payments and expenditure commitments will begin on the date that the Argentina Department of Mines gives formal notice that the concessions for the properties has been granted to Pacific Bay.



33





Location and Access



The project is located in central Chubut Province, Argentina. The area is relatively flat with good road access, and is amenable to year-round exploration with the exception of one or two months during particularly severe winters.



Regional and Property Geology



The property is located within the Cretaceous aged San Jorge sedimentary basin, which comprises sedimentary rocks of the Chubut Group. Roll-front style uranium mineralization occurs preferentially within the Los Adobes Formation of coarse grained fluvial sandstone and conglomerate units 90 to 150 meters in thickness representing ancient river channels. Several uranium deposits are known within the district, including Los Adobes and Cerro Condor, which were discovered and mined in the 1970s, and the Cerro Solo deposit, which was defined by CNEA during the same period. Portals 100% owned claims lie approximately 40 to 80 kilometers southwest of CNEAs Cerro Solo project, while the Cerro Solo joint venture between the Company and Consolidated Pacific Bay Minerals lies 30 kilometers east of CNEAs Cerro Solo project.



Exploration History



Based on government airborne radiometric surveys in the region, exploration conducted by other companies in the 1970s concentrated on the follow up of government airborne radiometric surveys. This work, combined with drilling that was conducted along strike from mineralization exposed on surface, discovered the known uranium deposits in the area.



Portals nine 100% owned concessions cover strong airborne radiometric anomalies along a north south trending portion of the Los Adobes Formation sandstones 45 kilometers long by 15 kilometers wide. On the Cerro Solo joint venture claims, work has shown that they are in part underlain by the Los Adobes Formation and are crossed by a paleo-channel trend which is known to host uranium mineralization.



Planned Exploration



Exploration, including surface mapping, alpha cap radon gas surveying, and spectrometer prospecting has been conducted on the Companys 100% owned concessions in order to define drill targets within the outlined radiometric anomalies. Prospecting within the Banquileo concession has identified an area believed to be underlain by the Los Adobes and Cerro Barcino Formations. Mapping of the target area shows a thicker section of coarse sandstone and pebble conglomerate which is typical of the more favorable parts of the Los Adobes Formation to host uranium mineralization. On the Cerro Solo joint venture claims, Portal has completed a detailed radiometric survey, mapping and sampling to define the paleo river channels and define drill targets.













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During fiscal 2008, initial prospecting and radiometric surveying on the El Tropezon claim identified an area of greater than 2 square kilometers containing anomalous grab samples and spectrometer results within the Salamanca Formation. A total of 27 hand trenches were excavated and sampled along 1,850 meters of the exposed uraniferous horizon. The trenches were established in locations previously identified as anomalous for uranium by sampling and radiometric surveying. Assays from the trenchs indicated true thickness ranging from 0.2 to 1.5 meters. Additional trench sampling, spectrometer and alpha cup radon gas surveying has outlined a 250 meter section along the exposed uraniferous horizon where 6 trenches indicated a mineralized horizon averaging 0.33 metes thick. A 200 meter square area located to the south of this section and along the extrapolated extension of the paleochannel returned anomalous radiometric and alpha cup results. A proposed backhoe trenching program will test this target and other portions of the property to determine whether the grade and thickness of the mineralized horizon increases to the south. This proposed program requires government approval and the issuing of exploration permits before work can be conducted.



Proposed exploration programs for the Pampa Uranium Projects are on hold until cateos are registered, land access is obtained from the landowners and exploration permits are granted.



As of June 30, 2008, the Company had expended $608,733 on the La Pampa property.



United States Properties



Nevada Properties



[portal200820f008.jpg]



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On September 2, 2008, the Company announced that it had entered into an option agreement under which it has the right to acquire from Claremont Nevada Mines, Scoonover Exploration, and JR Exploration (the Vendors) 100% interest (subject to a 3% NSR) in three properties located in the Walker Lane Belt and Battle Mountain/Eureka Trend in Nevada. Terms of the renewable ten year option include total cash advance royalty payments of US$10,000 on the first anniversary, $15,000 on the second, $20,000 on the third, $25,000 on the fourth, and $30,000 on the fifth and each subsequent anniversary date to maintain the option in good standing. Portal, through its subsidiary, Portal Resources US Inc., can acquire a 100% interest in the properties by making an additional payment of $1,000 and delivering a final feasibility study on any of the properties. The Vendors will retain a 3% NSR, which Portal may reduce to 1% for a payment of US$1,000,000.



The Golden Snow property is an advanced Carlin-type gold target comprised of 114 unpatented lode mining claims (3.5 square miles) on the Battle Mountain / Eureka Trend. Substantial historical exploration has been conducted on the property including geologic mapping, 932 soil samples and detailed ground-based gravity geophysical surveys. Based on this work, several distinct target zones have been outlined and it is interpreted that the Ratto Ridge Fault zone, which controls the mineralization on the South Eureka property contiguous to the north, may continue south onto the Golden Snow property. These target areas are well located and permitting with the U.S. Bureau of Land Management (BLM) for a Phase I drilling program is set to begin.



The Fish Project is situated within the Walker Lane Mineral Belt, Lone Mountain District, Esmeralda County, Nevada about 12 miles west of the historic mining town of Tonopah, Nevada. The project consists of 58 unpatented lode mining claims (1.9 square miles). The project is a skarn-manto gold-silver and base metal prospect where prior rock chip sampling returned gold, silver, zinc and lead values. Permitting with the BLM for a Phase I drilling program is well advanced.

The CPG Project is also situated within the Walker Lane Mineral Belt in Mineral County, Nevada. The property consists of 44 unpatented lode mining claims (1.3 square miles).  The property hosts an early stage porphyry and skarn type copper-gold-molybdenum prospect where samples returned interesting gold, silver, copper and molybdenum values.

Slick Rock Uranium Project - Colorado



The Slick Rock Uranium Project consists of approximately 419 hectares located in 3 claim groups in San Miguel County, Colorado, United States. The Company had a right to earn an initial 60% interest in the property, and could earn an additional 15% interest (75% total) through additional exploration expenditures.



The project is at the exploration stage and does not contain proven mineral reserves.



How Acquired



Under an agreement dated June 22, 2007 between the Company and Maral LLC (Maral), the Company was granted an option to earn an initial 60% in the property by issuing 100,000 common shares of Portal (issued) and making cash payments totaling US$101,000 within two years under the following schedule:







36











|Due Date of Cash Payment   | Amount ($US)     
|-------------------------- | -----------------
|                           |                  
|On signing of agreement    | $   51,000 (Paid)
|On or before June 22, 2008 | $   25,000       
|On or before June 22, 2009 | $   25,000       
|Total                      | $ 101,000        



Portal must also expend an aggregate of US$445,000 on exploration on the property by June 22, 2010, with a minimum of US$100,000 expended in each year. Once Portal met the requirements as set out above, the two companies would form a new joint-venture company (Newco) to hold the respective interests in the property. Portal could earn a further 15% interest in the joint venture (for a total interest of 75%) by expending an additional US$250,000 on exploration over the following two years.



Exploration History



During fiscal 2008, the Company completed an 18 hole drill program totaling 3,920 meters (12,860 feet). The results were disappointing, and the Company relinquished its option on the property.



As of June 30, 2008, the Company had expended $368,330 on the Slick Rock Property. The Company wrote down the entire amount to zero in fiscal 2008 as Portal dropped its option on the property.



Item 5.  Operating and Financial Review and Prospects



Overview



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 9 to the financial statements.  The value of the U.S. Dollar in relationship to the Canadian Dollar was $1.24 on November 30, 2008.



The Company has since inception financed its activities through the distribution of equity capital.  The Company anticipates having to raise additional funds by equity issuance in the next several years, as all of the Companys properties are at the exploration stage. The timing of such offerings is dependent upon the success of the Companys exploration programs as well as the general economic climate.



Results of Operations



Year Ended 6/30/08 vs. Year Ended 6/30/07



During the year the Company continued exploration at its properties in Argentina, including the La Pampa Uranium project, and the Slick Rock project in Colorado. The San Rafael project was dropped, with the exception of certain claims that were added to the existing Tiger Uranium project. The Slick Rock exploration program was disappointing, and the Company dropped its option on the project.



The net loss for the year was ($3,288,433), or ($0.11) per share, compared to a loss of ($1,877,224), or ($0.09) per common share, in the year ended June 30, 2007. The higher net loss was primarily due to the write-offs of capitalized mineral property expenses and higher salaries and benefits.





37





Write-off of unproven mineral rights totaled ($1,782,804) compared to nil in the prior year. During fiscal 2008, the Company dropped its options on the San Rafael and Slick Rock properties and wrote-off its entire capitalized acquisition and exploration costs for each property. Excluding property write-offs, General and Administrative expenses declined to ($1,677,058) for the year from ($1,938,898) in the year ended June 30, 2007. Large increases in expense amounts included Salaries and Benefits, which rose to ($459,298) from ($203,089), and Consulting and Management Fees, which increased to ($55,115) from ($22,875), due to changes in management contracts and higher corporate activity. Other increases in expenses include Rent, which increased to ($44,991) from ($30,831), and Office and Miscellaneous, which rose to ($174,332) from ($140.206). The higher rent and office amounts were due to a new lease for the Companys office space in Vancouver. Foreign Asset Tax, a tax charged against current assets in Argentina for those businesses not subject to income taxes fell to ($21,938) from ($35,489), and Valuation Allowance for Foreign Value Added Tax Credit (IVA) fell to ($46,197) from ($395,631), due to a decrease in the calculation allowance. Foreign Exchange declined to ($34,120) from ($63,218) due to more favorable exchange rates. Investor Relations expense fell to ($412,068) from ($454,750) due to decreased attendance at investor conferences. Stock-based Compensation declined to ($147,744) from ($340,206) due to a lower fair market value of employee and non-employee share purchase options which vested during the current fiscal year.



Interest Income increased to $161,429 compared to $106,674 in the prior year due to higher cash balances and higher rates of return on cash and cash equivalents.





Year Ended 6/30/07 vs. Year Ended 6/30/06



During the year exploration continued at the Arroyo Verde Project, including additional testing of the Principal Vein and a new program on the Refugion molybdenum-copper porphyry system discovered on the southern portion of the property. At the Anchoris Project, results were released from the 2200 meter reverse circulation drill program. The Company also acquired interests in, and began exploration on, 3 uranium exploration projects, including the Tiger and La Pampa projects in Argentina, and the Slick Rock project in Colorado.



The net loss for the year was ($1,877,224), or ($0.09) per common share, compared to a loss of ($1,094,757) or ($0.08) per share, in the year ended June 30, 2006. The higher net loss was due to higher expenses due to increased corporate activity and the acquisition of new mineral exploration projects. Large increases in expenses occurred in Accounting and Audit, which rose to ($70,248) from ($55,051); Legal, which increased to ($40,182) from ($14,725) as the Company acquired new exploration properties in the current year; Amortization rose to ($23,105) from ($17,929), and Bank Charges and Interest rose to ($42,738) from ($17,530); Foreign Exchange was a loss of ($63,218) compared to ($28,525) as rates of exchange continued their unfavorable trends; Investor Relations expense increased to ($454,750) from ($225,147) due to management attending additional investor conferences and engagement of a European investor relations firm; Office and Miscellaneous rose to ($140,206) from ($68,055) due to additional administrative activity to support property exploration and new project acquisition; Travel rose to ($44,530) from ($25,046), and Project Investigation Costs increases to ($44,071) from ($7,343), which were related to the investigation and acquisition of interests in the uranium properties; Rent rose to ($30,831) from ($19,746) due to the increases in the office lease agreement; and Stock-based Compensation totaled ($340,206) compared to ($138,606) as there were more stock options vesting during the year. The Company also had Foreign Asset Tax of ($35,489) in the current fiscal year, which is a tax charged against current assets in Argentina for those businesses not subject to income taxes. The Company also wrote-off the Valuation Allowance of Foreign Added Tax Credit (IVA) of ($395,631) compared to the write-off of ($143,807) in the prior year. There was no write-off of Unproven Mineral Rights in the current year compared to the write off of ($80,130) in the prior year, although Amounts Receivable totaling ($15,291) were written of as uncollectible in the current year.



38







Interest Income increased to $106,674 compared to $33,123 in the prior year due to higher cash balances and higher rates of return on cash and cash equivalents.



Year Ended 6/30/06 vs. Year Ended 6/30/05



During the year exploration continued at the Arroyo Verde Project, including the Phase II RC drill program on the South Dome Anomaly and the Refugio-Porvenir target, and at the Anchoris Project, including mapping, sampling, and IP surveys which were used to identify drill targets for the Phase I drill program that was completed in December 2006.



The net loss for the year was ($1,094,757), or ($0.08) per share, compared to a loss of ($735,538), or ($0.08) per share, in the prior year. General and Administrative expenses totaled ($1,127,880), an increase of ($338,951) from the ($738,929) recorded in the prior year. The higher expenses were due to an increase in operational activities to support additional corporate activities as well as one-time write-offs. Large increases in expenses occurred in Accounting and Audit, which rose to ($55,051) from ($41,583) and Transfer Agent and Filing Fees of ($20,763) compared to ($17,446), as the Company completed two private placements in the current year; Amortization rose to ($17,929) from ($10,171), and Bank Charges and Interest rose to ($17,530) from ($11,267); Foreign Exchange was ($28,525) compared to a gain of $706 in the prior year, as the current year had unfavorable rates of exchange; Investor Relations expense increased to ($225,147) from ($109,064) due to management attending additional investor conferences and higher costs for news releases and investor materials; Office and Miscellaneous increased to ($68,055) from ($44,790), and Salaries and Benefits was ($247,636) compared to ($243,971), as the higher expenses were due to higher levels of administrative activity to support the additional property exploration; and Stock-based Compensation totaled ($138,606), which rose from ($103,026) as there were more stock options vesting during the year. Decreases in individual expenses occurred in Consulting and Management Fees, which declined to ($17,841) from ($30,390) as the Company had fewer outside consultants during the current year; Legal expense, which fell to ($14,725) from ($20,180); Travel, which fell to ($25,046) from ($33,366); and Project Investigation costs, which declined to ($7,343) from ($8,995) as management evaluated fewer potential projects. In the current year, the Company also Wrote-off Unproven Mineral Rights of ($80,130) which related to project investigation costs of mineral projects which were ultimately not acquired, and Wrote-off Foreign Value Added Tax Credits of ($143,807).



Liquidity and Capital Resources



The Companys working capital position at June 30, 2008 was $3,194,438, including cash and cash equivalents of $187,551, and short-term investments of $2,861,753. At the close of the most recent fiscal period ended September 30, 2008, the Companys working capital position was $2,567,692, including cash and cash equivalents of $233,948 and short-term investments of $2,370,819.  The Companys current working capital is anticipated to be sufficient to meet its current and anticipated obligations for the remainder of fiscal 2009,  including the funding of the first phase of mineral exploration on those projects for which the Company is awaiting registration of claims, access permission from land owners and permitting.



The Company has financed its operations through the issuance of common shares. The following sales and issuances of common stock have been completed in the last 5 fiscal years.





39







Table No. 4

Common Share Issuances



|Fiscal Year
Ended June 30 | Type of Share Issuance                     | Number of Common Shares Issued | Price   | Total Proceeds
|------------------------- | ------------------------------------------ | ------------------------------ | ------- | --------------
|                          |                                            |                                |         |               
|2004                      | Private Placement                          | 1,000,000                      | $0.15   | $    150,000  
|                          | Private Placement                          | 3,170,000                      | 0.25    | 792,500       
|                          | Exercise of Options                        | 30,000                         | 0.18    | 5,400         
|                          | Acquisition of Portal de Oro
(B.V.I.) Ltd. | 2,000,000                      | 0.10    |               
|                          |                                            |                                |         |               
|2005                      | Private Placement                          | 1,456,000                      | $0.75   | $ 1,092,000   
|                          | Private Placement                          | 768,943                        | 0.75    | 576,707       
|                          | Exercise of Options                        | 44,000                         | 0.18    | 7,920         
|                          | Exercise of Options                        | 10,000                         | 0.25    | 2,500         
|                          |                                            |                                |         |               
|2006                      | Private Placement                          | 6,755,000                      | $0.50   | $3,377,500    
|                          | Private Placement                          | 2,635,000                      | $1.05   | $2,766,750    
|                          | Exercise of Options                        | 166,400                        | Various | $55,954       
|                          | Exercise of Warrants                       | 384,471                        | $0.90   | $346,024      
|                          |                                            |                                |         |               
|2007                      | Acquisition of Resource Property           | 100,000                        | $0.78   |               
|                          | Exercise of Warrants                       | 759,000                        | Various | $569,250      
|                          | Exercise of Options                        | 12,500                         | Various | $8,300        
|                          |                                            |                                |         |               
|2008                      | Private Placement                          | 7,887,000                      | $0.65   | $5,126,550    
|                          | Exercise of Options                        | 5,000                          | $0.52   | $2,600        



Fiscal Year Ended 6/30/2008



At the end of the fiscal year, the Companys working capital was 3,194,438 compared to $726,003 as of June 30, 2007. During the year, Operating Activities used cash of ($1,580,724), which included the net loss for the year of ($3,288,433). Items not involving cash included Stock-based Compensation of $147,744, Amortization of $26,469, and Write-off of Unproven Mineral Properties of $1,782,804. Changes in non-cash working capital included increase in Amounts Receivable of ($61,651), increase in Prepaid Expenses of ($5,200), decrease in Accounts Payable and Accrued Liabilities of ($179,224), and decrease in Due to Related Parties of ($3,233). Investing Activities used cash of ($4,176,496), including Purchase of Equipment and Software of ($10,150), increase in Short-term Investments of ($2,861,753), and Expenditures on Unproven Mineral Rights of ($1,304,593). Financing Activities provided cash of $4,875,041. Shares Issued for Cash provided cash of $5,126,550 and Exercise of Options provided cash of $2,600. Decrease in shares subscribed was ($59,800) and Share Issue Costs were ($194,309).



During the year, the Company completed one private placement of its common shares. In July 2007, the placement of 7,887,000 units at $0.65 per unit was closed, for gross proceeds of $5,126,550. Each unit consisted of one common share and one-half share purchase warrant, with each full warrant exercisable into one common at a price of $0.85 until July 18, 2009. The Company also received cash proceeds of $2,600 from the exercise of 5,000 share purchase options.



Cash and cash equivalents and short-term investments totaled $3,049,304 at June 30, 2008, compared to $1,069,730 at June 30, 2007, an increase of $1,979,574.





40





Fiscal Year Ended 6/30/2007



At the close of the fiscal year, the Companys working capital was $726,003 compared to $4,700,770 as of June 30, 2006. During the year, Operating Activities used cash of ($1,704,195), which included the net loss for the year of ($1,877,224). Items not involving cash included Stock-based Compensation of $340,206; Write-off of Amounts Receivable of $15,291, and Amortization of $23,105. Changes in Non-cash Working Capital include increase in Amounts Receivable of ($39,838), increase in Prepaid Expenses of ($11,304), decrease in Accounts Payable and Accrued Liabilities of ($157,664), and increase of Due to Related Parties of $3,233. Investing Activities used cash of ($2,816,215), including Expenditures on Mineral Properties of ($2,732,966), and Purchase of Equipment and Software of ($83,249). Financing Activities provided cash of $624,912. Exercise of Common Share Warrants provided cash of $569,250, Option Exercise provided cash of $8,300, and Common Shares Subscriptions Received provided cash of $59,800. Share Issue Costs related to the above issuances used cash of ($12,438).



During fiscal 2007 the Company had no private placements of its common shares. During the year, the Company issued 759,000 common shares pursuant to the exercise of common stock warrants for cash proceeds of $569,250, and issued 12,500 common shares pursuant to the exercise of options for cash proceeds of $8,300. 100,000 common shares were reserved for issuance for resource property acquisition at a deemed price of $0.78 per share.



Cash and cash equivalents at the end of the fiscal year totaled $1,069,730, an decrease of $3,895,498 during the year.



Fiscal Year Ended 6/30/2006



At the close of the fiscal year, the Companys working capital was $4,700,770 compared to working capital of $519,038 as of June 30, 2005. During the year, Operating Activities used cash of ($814,695). The net loss for the year was ($1,094,757), while items not involving cash included Stock-based Compensation of $138,606; Write-off of Unproven Mineral Properties of $80,130, and Amortization of $17,929. Changes in Non-cash Working Capital include increase in Amounts Receivable of ($13,682), increase in Prepaid Expenses of ($89,294), increase in Accounts Payable and Accrued Liabilities of $156,905, and decrease of Due to Related Parties of ($10,532). Investing Activities used cash of ($1,149,214), including Expenditures on Mineral Properties of ($1,138,789), and Purchase of Equipment and Software of ($10,425). Financing Activities provided cash of $6,189,039. Shares Issued for Cash provided cash of $6,144,250, Warrant Exercise provided cash of $346,024, and Option Exercise provided cash of $55,954, while Share Issue Costs related to the above issuances used cash of ($357,189).



During fiscal 2006 the Company completed two private placements of its common shares. On February 3, 2006, the Company completed the placement of 6,755,000 common share units at $0.50 per unit for gross proceeds of $3,377,500. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable into one common share at a price of $0.75 until February 3, 2007. Finders fees of $111,038 cash and 148,225 were issued in relation to this placement. On May 29, 2006, the Company completed the private placement of 2,635,000 common share units at a price of $1.05 per unit for gross proceeds of $2,766,750. Each unit consisted of one common share and one-half share purchase warrant, with each full warrant exercisable into one common share at a price of $1.25 until May 29, 2007. Finders fees of $194,775 cash were paid in relation to this second placement. Also during the year, the Company issued 166,400 common shares pursuant to the exercise of stock options for cash proceeds of $55,954, and issued 384,471 common shares pursuant to the exercise of warrants for cash proceeds of $346,024.



41





Cash and cash equivalents totaled $4,965,228, an increase of $4,225,130 during the year.



Critical Accounting Policies and Estimates

Management is required to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  On a regular basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form that basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



Unproven Mineral Rights

Mineral right acquisition costs and their related exploration costs are deferred until the rights are placed into production or disposed of.  These costs will be amortized over the estimated useful life of the rights following the commencement of production, or written-off if the rights are disposed of.



Cost includes the cash consideration and the fair market value of shares issued on acquisition of mineral rights.  Rights acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.  The proceeds from options granted are netted against the cost of the related mineral rights and any excess is applied to operations.



The Company reviews capitalized costs on its mineral rights on a periodic basis, and will recognize an impairment in value based upon current exploration results and upon managements assessment of the future probability of profitable revenues from the rights or from the sale of the rights.  Managements assessment of the rights estimated current fair market value is also based upon a review of other similar mineral rights transactions that have occurred in the same geographic area as that of the rights under review.



Stock-based compensation

The Company records compensation expense for stock options granted at the time of their vesting using the fair value method. The adoption of this accounting policy for stock-based compensation has been applied prospectively to all stock options granted subsequent to January 1, 2003, prior to which the Company followed the policy of disclosing on a pro-forma basis only the effect of accounting for stock options granted to employees and directors on a fair value basis. The proceeds received by the Company on the exercise of options are credited to share capital.



US GAAP Reconciliation with Canadian GAAP



Mineral Exploration Costs

Under Canadian GAAP, mineral exploration expenditures are deferred on exploration projects until such time as it is determined that further exploration is not warranted, at which time the mineral rights costs are written-off. Under U.S. GAAP, all exploration expenditures are expensed until an independent feasibility study has determined that the mineral rights are capable of economic commercial production.



Under U.S. GAAP, the Company added (expensed) (1,065,040)in fiscal 2008, ($3,080,517) in fiscal 2007, and ($1,138,789) in fiscal 2006.





42





Escrow Shares

Under Canadian GAAP, shares held in escrow that are contingently issuable are included in the calculation of loss per share. Under U.S. GAAP, these shares are excluded until the shares are released from trading. As of June 30, 2005, all contingencies were met and the escrow shares were not excluded from the calculation of loss.



The reader is advised to consult Portals audited annual financial statements for the year ended June 30, 2008, particularly Note 9, for quantification of the differences.



Variation in Operating Results



The Company derives interest income on its bank deposits, which depend on the Company's ability to raise funds.



Management periodically, through the exploration process, reviews results both internally and externally through mining related professionals.  Decisions to abandon, reduce or expand exploration efforts is based upon many factors including general and specific assessments of mineral deposits, the likelihood of increasing or decreasing those deposits, land costs, estimates of future mineral prices, potential extraction methods and costs, the likelihood of positive or negative changes to the environment, permitting, taxation, labor and capital costs.  There cannot be a pre-determined hold period for any property as geological or economic circumstances render each property unique.



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as noted in Note 9 to the financial statements.  The value of the Canadian Dollar in relationship to the US Dollar was $1.24 on November 30, 2008.



Research and Development



The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.



Trend Information



The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Companys operations or financial condition.



Off-Balance Sheet Arrangements



The Company has no Off-Balance Sheet Arrangements.



Tabular Disclosure of Contractual Obligations



The Company currently has several property option agreements in effect which require the Company to make cash payments to the Optionors as described in the property descriptions in Item 4. If the Company decides to drop the option on any of its individual properties, it is no longer required to pay the Optionor any further payments.









43









Table No. 5

Contractual Obligations

As of June 30, 2008



|                            | Total    | Less than 1
year | 1-3
years | 3-5
years | More than
5 years
|--------------------------- | -------- | ---------------- | --------- | --------- | -----------------
|                            |          |                  |           |           |                  
|Operating Lease Commitments | $419,529 | $82,205          | $177,166  | $160,158  | Nil              



The Companys Operating Lease Commitment is an obligation under a lease for corporate offices in Vancouver that is in effect until February 28, 2013.



Item 6.  Directors, Senior Management and Employees



Table No. 6 lists as of 12/15/08 the names of the Directors of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  All Directors are residents and citizens of Canada.  The anticipated date of expiry of the current term for directors will be the 2009 Annual General Meeting, which is anticipated to be held in December 2009.



Table No. 6

Directors



|Name               | Age | Date First Elected/Appointed
|------------------ | --- | ----------------------------
|Mark T. Brown      | 40  | August 14,2000              
|David Hottman (1)  | 47  | August 14, 2000             
|Gary Nordin        | 61  | March 15, 2004              
|Frank Wheatley (1) | 40  | May 4, 2004                 
|Bruce Winfield (1) | 61  | March 15, 2004              



(1)

Member of Audit Committee.



Members of the audit committee meet periodically to approve and discuss the annual financial statements and each quarterly report before filing and mailing. The committee operates under a written charter as first adopted at the Companys Annual and Extraordinary General Meeting held on December 1, 2005, and as detailed in the Management Information Circular dated October 27, 2008 .  Details of the charter are contained in Item 6, Board Practices below.



Table No. 7 lists, as of 12/15/08, the names of the Executive Officers of the Company.  The Executive Officers serve at the pleasure of the Board of Directors.  All Executive Officers are citizens of Canada except for David Hottman, who is a citizen of the United States.









44











Table No. 7

Executive Officers



|Name            | Position                    | Age | Date of Appointment
|--------------- | --------------------------- | --- | -------------------
|David Hottman   | President and CEO           | 47  | August 1, 2008     
|Mark T. Brown   | CFO and Corporate Secretary | 40  | February 29, 2008  
|Alex Boronowski | Vice President, Exploration | 60  | September 1, 2007  



David Hottman has over 20 years of experience in the mineral exploration and mining sector in both management and in corporate finance. He was a founder and Director of HRC Development and Eldorado Gold Corporation and was involved in business development for Bema Gold, HRC Development and Eldorado. He was a founder, Director and Chairman of Nevada Pacific Gold Ltd., a gold mining company from 1997 to its acquisition by US Gold Corp in 2007. He currently serves as Chairman of Galileo Minerals, a private mineral exploration company. Mr. Hottman devotes approximately 75% of his time to the Companys affairs.



Mark T. Brown has been a Chartered Accountant since 1993 and is President of Pacific Opportunity Capital Ltd., a private company which provides small and medium sized companies with financial, equity and management solutions. From 1990 to 1994, he worked with PricewaterhouseCoopers before becoming controller of Miramar Mining Corporation. In 1996, he became controller of Eldorado Gold Corporation where his duties included debt and equity financings, international acquisitions, corporate reporting and system implementation. He also is a former and current officer and director of other public companies. His current officer and directorships include: Chief Financial Officer of Almaden Minerals Ltd., a resource exploration company traded on the TSX and the American Stock Exchange; a Director of Animas Resources Ltd., a mineral exploration company traded on the TSX Venture Exchange; Chief Executive Officer and a Director of Everclear Capital Ltd., a Capital Pool Company traded on the TSX Venture Exchange; Chief Executive Officer and a Director of Fox Resources Ltd., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer and Director of Rare Element Resources Ltd., a mineral exploration company traded on the TSX Venture Exchange; a Director of Strategem Capital Corporation, a merchant banking company traded on the TSX Venture Exchange; Director of Sutter Gold Mining Inc., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer of Pitchstone Exploration Ltd., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer of Rye Patch Gold Corp., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer of Tarsis Capital Corp., a mineral exploration company traded on the TSX Venture Exchange; Chief Financial Officer of Fortune Valley Exploration Ltd., a mineral exploration company traded on the TSX Venture Exchange and a Director of Mediterranean Resources Ltd., a mineral exploration company traded on the TSX Exchange. Mr. Brown devotes approximately 10% of his time to Company affairs.



Alex Boronowski is a geologist with over 30 years of experience in exploration, development and production of both precious and industrial metal deposits. He received his B.Sc. in Geology from the University of British Columbia in 1970. He has held staff and management positions in both exploration and operating mines, both in North America and Internationally. He is a former Manager, Business Development for Eldorado Gold Corporation, and jointly identified and conducted the initial development of two industrial mineral deposits which are being developed by Polaris Minerals Corporation. Mr. Boronowski will devote approximately 100% of his time to Company affairs.







45







Gary Nordin is a geologist with over 35 years of experience in exploration and development of gold and metals deposits. He holds a B.Sc. in Geology (Honors) from the University of Alberta. He is a founder and former Director and Vice President Exploration of Bema Gold Corporation from 1982 to 1989, and from 1990 to 2001 he was a founder and Director and Vice President Exploration of Eldorado Gold Corporation where he was responsible for property evaluation as well as exploration and development of the companys gold projects and mines. Since 1989, he has been President of Discovery Resource Corp, a private mineral exploration company. He also currently serves as a Director of Canasil Resources, a mineral exploration company traded on the TSX Venture Exchange, and as a Director of Polaris Minerals Corp, a mineral exploration company traded on the TSX Exchange. He devotes approximately 15% of his time to the Companys affairs.



Frank Wheatley is an attorney who holds Bachelor of Commerce and Bachelor of Laws degrees from the University of British Columbia. He has 21 years of experience as a director, senior officer and legal counsel to a number of public mining and mineral exploration companies. He was in private legal practice from 1985 until 1996 when he became Vice-President, Legal Affairs with Eldorado Gold Corporation.  Since 1999 Mr. Wheatley has been and is currently Vice-President and General Counsel of Gabriel Resources Ltd., a gold development company developing a gold project in Romania which is traded on the TSX Exchange. Mr. Wheatley is also currently a Director and Corporate Secretary of Lithic Resources, a mineral exploration company traded on the TSX Venture Exchange. Mr. Wheatley devotes approximately 5% of his time to the Companys affairs.



Bruce Winfield holds a M.Sc in geology and has over 30 years of experience in the mining industry. Key positions include Vice President of Exploration for Greenstone Resources Ltd., Pan American Mineral Corp. and Eldorado Gold Corp. He has directed the evaluation, acquisition and development of projects in Europe and North and South America. Since 1987, he has been extensively involved in Latin America in exploration and development of precious metal projects in several nations. Since 1999, he has also been owner and President of Winfield Consulting, a geological consulting company. From 1997 to 1999, he was CEO of Altoro Gold Corporation, a publicly traded gold exploration company. He also currently serves as a Director Trade Winds Ventures Inc, a mineral exploration company traded on the TSX Venture Exchange. Mr. Winfield devotes approximately 10% of his time to Company affairs.



No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he was selected as a Director or Executive Officer. No members of the Board of Directors are related.



COMPENSATION



The Company has no arrangements pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation.  There are no directors service contracts providing for benefits upon termination of employment.





46





Independent Directors receive compensation of $2,000 per quarter. Additionally, any Independent Director that acts as chair of a committee receives $2,000 per year.



To assist the Company in compensating, attracting, retaining and motivating personnel, the Companys shareholders approved a formal stock option plan for the granting of incentive stock options during the most recently completed fiscal year. An amendment to the formal stock option plan was approved by shareholders at the Annual General Meeting held on December 14, 2007. Refer to ITEM #10, "Stock Options".



Table No. 8 sets forth the compensation paid to the Companys executive officers and members of its administrative body during the last three fiscal years.



Table No. 8

Summary Compensation Table

All Figures in Canadian Dollars unless otherwise noted





|Name                                                                     | Fiscal
Year    | Salary                           | Options Granted    | Other Compensation        
|------------------------------------------------------------------------ | -------------- | -------------------------------- | ------------------ | --------------------------
|David Hottman,
President and CEO (from 8/1/2008)
Chairman & Director (1) | 2008
2007
2006 | $   43,000
$   36,583
$   36,000 | Nil
200,000
25,000 | Nil
$    160
Nil          
|                                                                         |                |                                  |                    |                           
|Bruce Winfield,
President and CEO (to 8/1/08)
and current Director (1)   | 2008
2007
2006 | $ 150,000
$   89,500
$   84,000  | Nil
225,000
25,000 | Nil
$ 4,267
$ 3,006       
|                                                                         |                |                                  |                    |                           
|Mark T. Brown,
CFO (from 2/29/08)
and Director (2)                       | 2008
2007
2006 | Nil
Nil
Nil                      | Nil
141,400
None   | $  5,674
$  1,219
$  1,765
|                                                                         |                |                                  |                    |                           
|Alexander Boronowski,
Vice-President, Exploration                        | 2008
2007      | $116,700
Nil                     | Nil
300,000        | Nil
Nil                   
|                                                                         |                |                                  |                    |                           
|Gary Nordin,
Director                                                    | 2008
2007
2006 | $   6,000
$ 36,000
$ 36,000      | Nil
200,000
25,000 | Nil
$ 4,267
$ 3,006       
|                                                                         |                |                                  |                    |                           
|Frank Wheatley,
Director                                                 | 2008
2007
2006 | Nil
Nil
Nil                      | Nil
100,000
25,000 | Nil
Nil
Nil               
|                                                                         |                |                                  |                    |                           
|Christine West,
Former CFO
and Corporate Secretary                       | 2008
2007
2006 | Nil
Nil
Nil                      | Nil
35,000
45,000  | Nil
Nil
Nil               



(1)

Other Compensation for Bruce Winfield, Gary Nordin, Alexander Boronowski and David Hottman are insurance benefit obligations paid by the Company.

(2)

Mark Browns other compensation is administrative consulting fees paid to Pacific Opportunity Capital, a private consulting firm for which Mr. Brown is President and a director.





47







No funds were set aside or accrued by the Company during Fiscal 2008 to provide pension, retirement or similar benefits for Directors or Executive Officers.



Board Practices



The Board of Directors mandate is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company. The Board, among other matters, is responsible for:



•

reviewing and approving the Companys overall business strategies and its annual business plan;

•

reviewing and approving the annual corporate budget and forecast;

•

reviewing and approving significant capital investments outside the approved budget;

•

reviewing major strategic initiatives to ensure that the Companys proposed actions accord with shareholder objectives;

•

reviewing succession planning;

•

assessing managements performance against approved business plans and industry standards;

•

reviewing and approving the reports and other disclosure issued to shareholders;

•

ensuring the effective operation of the Board;

•

and safeguarding shareholders equity interests through the optimum utilization of the Companys capital resources.



The Board meets regularly to review financial and continuous disclosure matters as well as the Companys financial budget and business plan for the ensuing year and its overall strategic objectives. The Board also meets as required to deal with matters requiring decisions between regularly scheduled Board meetings.



Audit Committee



At the Companys Annual and Extraordinary General Meeting held on December 1, 2005, shareholders approved a revised Audit Committee Charter. The Audit Committee currently consists of David Hottman, Frank Wheatley, and Bruce Winfield.



A copy of the current Audit Committee Charter was included in the Companys Management Information Circular dated October 27, 2008 which was filed in the Companys Form 6-K filed December 19, 2008.



The Audit Committees primary functions are to assist the Board of Directors (the "Board") in fulfilling its financial oversight responsibilities with respect to financial reporting and disclosure requirements; ensure that an effective risk management and financial control framework has been implemented by management of the Company; and be responsible for external and internal audit processes.



Composition



The Committee shall be comprised of three directors as determined by the Board, the majority of whom shall be independent, financially literate and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The Board may remove or replace a member of the Committee at any time and from time to time. The Company adopts: (a) the meaning of independence described in Multilateral Instrument 52-110 Audit Committees (the "Instrument") for the purpose of determining whether a member of the Committee is independent; and (b) the provisions of Sections 3.3 to 3.5, inclusive, of the Instrument relating to certain membership requirements.



48





The Board will appoint the Chairman of the Committee. The Secretary of the Company will act as the secretary at meetings of the Committee or, in his absence, the Chairman of the committee may appoint any member or any other person to act as secretary. The secretary will keep minutes of the proceedings at any meeting of the Committee setting out in reasonable detail the business conducted at such meeting. Minutes of the meetings of the Committee will be distributed by the Secretary to the members of the Committee and to the Board.



Membership and Procedures

Meetings of the Committee will be held at such times and places as the Chairman may determine, but in any event not less than four times per year. Twenty-four (24) hours notice of each meeting will be given orally, by electronic transmission or by facsimile to all members of the Committee and to the external auditors of the Company and such notice will set out in reasonable detail the business proposed to be conducted at the meeting. Notice of a meeting may be waived if all members of the Committee are present at a meeting and waive notice or if a member who is not present waives notice before or after such meeting. A resolution signed by all members of the Committee shall have the same force and effect as a resolution passed at a meeting of the Committee duly called and regularly constituted for the transaction of business.



A majority of members of the Committee will constitute a quorum and decisions of the Committee will be by an affirmative vote of the majority with the Chairman having a deciding vote in the event of a tie.



At the request of the external auditors of the Company, the Chief Executive Officer or the Chief Financial Officer of the Company or any member of the Committee, the Chairman will convene a meeting of the Committee. Any such request will set out in reasonable detail the business proposed to be conducted at the meeting so requested.



The Committee has the authority to engage independent counsel and other advisors as it determines necessary or desirable to carry out its duties; set and pay the compensation for any advisors engaged by the Committee; and communicate directly with internal and external auditors.



Responsibilities and Duties



The responsibilities of the Committee are as follows:



Financial Reporting and Disclosure



1.

Review and recommend to the Board for approval, the quarterly financial statements, management discussion and analysis, financial reports and any public release of financial information through press release or otherwise.



2.

Review and recommend to the Board for approval, the audited annual financial statements, including the auditors report thereon, management discussion and analysis and financial reports.



3.

Review and recommend to the Board for approval, where appropriate, financial information contained in any prospectuses, annual information forms, material change disclosures of a financial nature and similar disclosure documents.







49







4.

Review with management of the Company and with external auditors significant accounting principles and disclosure issues and alternative treatments under Canadian generally accepted accounting principles ("GAAP") all with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly the Companys financial position and the results of its operations in accordance with Canadian GAAP.



External Audit



1.

Review the performance of the external auditors who are accountable to the Committee and the Board as representatives of the shareholders, including the lead partner of the independent auditors team and recommend to the Board the external auditors to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and the compensation of the external auditors.



2.

Oversee the work of the external auditors appointed by the shareholders of the Company with respect to preparing and issuing an audit report or performing other audit, review or attest services for the Company, including the resolution of issues between management of the Company and the external auditors regarding financial disclosure.



3.

Review the results of the external audit and the report thereon including, without limitation, a discussion with the external auditors as to the quality of accounting principles used, any alternative treatments of financial information that have been discussed with management of the Company, the ramifications of their use as well as any other material changes. Review a report describing all material written communication between management and the auditors such as management letters and schedule of unadjusted differences.



4.

Discuss with the external auditors their perception of the Companys financial and accounting personnel, records and systems, the cooperation which the external auditors received during their course of their review and availability of records, data and other requested information and any recommendations with respect thereto.



5.

Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board.



6.

Review the independence of the external auditors, including a written report from the external auditors respecting their independence and consideration of applicable auditor independence standards.



7.

Review annually a report from the external auditors in respect of their internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.







50









Internal Controls and Audit



1.

Review and assess the adequacy and effectiveness of the Companys system of internal control and management information systems through discussions with management and the external auditor to ensure that the Company maintains: the necessary books, records and accounts in sufficient detail to accurately and fairly reflect the Companys transactions; effective internal control systems; and adequate processes for assessing the risk of material misstatement of the financial statement and for detecting control weaknesses or fraud. From time to time the Committee will assess whether a formal internal audit department is necessary or desirable having regard to the size and stage of development of the Company at any particular time.



2.

Satisfy itself that adequate procedures are in place for the review of the Companys disclosure of financial information extracted or derived from the Companys financial statements.



3.

Periodically assess the adequacy of such systems and procedures to ensure compliance with all regulatory requirements and recommendations.



4.

Review and discuss the Companys major financial risk exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities.



5.

Review annually insurance programs relating to the Company and its investments.



Non-Audit Services



1.

Pre-approve all non-audit services to be provided to the Company or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities. The Committee may delegate to one or more of its members the authority to pre-approve non-audit services but pre-approval by such member or members so delegated shall be presented to the full audit committee at its first scheduled meeting following such pre-approval.



2.

Review and assess the adequacy of the Companys risk management policies and procedures with regard to identification of the Companys principal risks and implementation of appropriate systems to manage such risks including an assessment of the adequacy of insurance coverage maintained by the Company.



Associated Responsibilities



Establish, monitor and periodically review procedures for:



1.

The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and



2.

The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.



Staffing



The Company currently has 3 employees and 3 executive officers. 2 employees are located in Argentina and consist of an Exploration Manager and a Secretary.  One employee, an accountant is located in Vancouver.



51





The Company has shared office space with other mineral exploration companies. Currently the office is shared with one related company which has a director in common with Portal. Portal charges these companies for Rent, Human Resources, and Office Expenses. In fiscal 2008, these charges totaled $93,699.



Mineral Exploration is conducted by employees, as well as outside contractors under the supervision of Company personnel.



Share Ownership



The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.



Table No. 9 lists, as of 12/18/2008, Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.



Table No. 9

Shareholdings of Directors and Executive Officers



|Title
of
Class | Name of Beneficial Owner | Amount and Nature
of Beneficial
Ownership | Percent
of
Class
|-------------- | ------------------------ | ----------------------------------------- | ----------------
|               |                          |                                           |                 
|Common         | David Hottman (1)        | 1,843,000                                 | 6.11%           
|Common         | Mark T. Brown (2)        | 326,000                                   | 1.09%           
|Common         | Alex Boronowski (3)      | 355,000                                   | 1.18%           
|Common         | Gary Nordin (4)          | 934,000                                   | 3.10%           
|Common         | Frank Wheatley (5)       | 285,200                                   | 0.95%           
|Common         | Bruce Winfield (6)       | 1,621,000                                 | 5.37%           
|               |                          |                                           |                 
|               | Total Directors/Officers | 5,364,200                                 | 16.48%          



(1)

Of these shares, 503,600 represent exercisable share purchase options. An additional 225,000 share purchase options have been granted but not yet vested.

(2)

Of these shares, 60,000 are owned in Spartacus Management Inc., a private company which is beneficially owned by Mark T. Brown, and 232,500 represent exercisable share purchase options. An additional 112,500 share purchase options have been granted but not yet vested.

(3)

Of these shares, 325,000 represent exercisable share purchase options. An additional 75,000 share purchase options have been granted but not yet vested.

(4)

Of these shares, 100,000 common shares are owned by Discovery Resource Corporation, a private company beneficially owned by Gary Nordin, and 518,750 represent exercisable share purchase options. An additional 131,250 share purchase options have been granted but not yet vested.

(5)

Of these shares, 237,500 represent exercisable share purchase options. An additional 112,500 share purchase options have been granted but not yet vested.

(6)

Of these shares, 537,500 represent exercisable share purchase options. An additional 112,500 share purchase options have been granted but not yet vested



Based upon 29,651,539 shares outstanding as of 12/18/08, share purchase warrants and Stock options held by each beneficial holder exercisable within sixty days as detailed in Table Number 14, Stock Options Outstanding below.



52





Item 7.  Major Shareholders and Related Party Transactions



The Registrant is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Registrant is not controlled by another corporation as described below.  The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1.



On 12/15/08 the shareholders' list for the Company's common shares showed 34 registered shareholders, including depositories, and 29,651,539 shares issued and outstanding. Of the total registered non-depository shareholders, 14 are resident in Canada holding 1,335,000 common shares, 11 shareholders are resident in the United States holding 1,715,000 common shares, and 8 shareholders are resident in other nations, holding 2,432,165 common shares. After researching the beneficial holders represented by the common shares held by depositories, the Company believes that it has about 500 shareholders resident in Canada holding approximately 21,127,434 common shares, representing 71.25% of the common shares issued and outstanding; 19 shareholders resident in the United States holding approximately 2,101,290 common shares, or 7.09% of the common shares issued and outstanding; and 50 shareholders resident in other countries, holding approximately 6,422,815 common shares, or 21.66% of the issued and outstanding common shares.



The Company is aware of three persons/companies who beneficially own 5% or more of the Registrant's voting securities. Table No. 10 lists as of 12/18/08, persons and/or companies holding 5% or more beneficial interest in the Companys outstanding common stock.



Table No. 10

5% or Greater Shareholders



|Title of
Class | Name of Owner         | Amount and Nature of
Beneficial Ownership | Percent of Class
|-------------- | --------------------- | ----------------------------------------- | ----------------
|               |                       |                                           |                 
|Common         | Pinetree Capital Ltd. | 3,000,000                                 | 10.12%          
|Common         | David Hottman         | 1,843,000                                 | 6.11%           
|Common         | Bruce Winfield        | 1,621,000                                 | 5.37%           



Based on 29,651,539 common shares outstanding as of 12/18/2008 and stock options and warrants held by each beneficial holder exercisable within sixty days.



No shareholders of the Company have different voting rights from any other shareholder.



RELATED PARTY TRANSACTIONS



During Fiscal 2008, the Company received $27,060 from Galileo Minerals Ltd, a private mineral exploration company with David Hottman and Gary Nordin as Directors in common, for Rent, Human Resources, and Office expenses.



During Fiscal 2008, the Company received $27,095 from Mexico Pacific Gold, a private mineral exploration company with David Hottman and Gary Nordin as Directors in common, for Rent, Human Resources, and Office expenses.





53





During Fiscal 2008, the Company received $35,939 from Canasil Resources Inc., a public mineral exploration company with Gary Nordin as Director in common, for Rent and Office expenses.



During Fiscal 2008, the Company received $3,605 from Polaris Minerals Ltd., a public mineral exploration company with Gary Nordin as Director in common, for Rent and Office expenses.



The Company paid Pacific Opportunity Capital, a private company with Mark T. Brown as an officer and director in common, an aggregate of $5,674 (FY 2007 - $1,219; FY 2006 - $1,765) for fees and expense reimbursements.



During Fiscal 2007, the Company paid Nevada Pacific Gold Ltd., a public company with directors David Hottman and Gary Nordin in common, $121,207 (FY 2006 - $77,610) for shared rent, human resources, and office services. Nevada Pacific ceased to be a related party in March 2007.





Item 8.  Financial Information



The financial statements as required under ITEM #8 are attached hereto and found immediately following the text of this Annual Report.  The audit report of De Visser Gray, Chartered Accountants, is included herein immediately preceding the financial statements and schedules.



Current Legal Proceedings



The Company, as well as a number of other mining companies and mining oriented groups, was a plaintiff in a lawsuit against the Government of Mendoza challenging the constitutionality of Law No. 7722, which prohibits the use of certain chemical substances by the mining industry within the Province of Mendoza. In December 2008, the Company announced that it had withdrawn its lawsuit.



The Company knows of no other material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation.  The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



Dividends



The Company has not declared any dividends on its common shares since inceptions and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.















54







Item 9.  Offer and Listing of Securities



As of June 30, 2008 the authorized capital of the Company consisted of 100,000,000 Common Shares without par value and 100,000,000 Preferred Shares without par value.  There were 29,651,539 Common Shares and no Preferred Shares issued and outstanding as of June 30, 2008.



NATURE OF TRADING MARKET



The Company's common shares trade on the TSX Venture Exchange in Vancouver, British Columbia, Canada under the stock symbol is PDO. The CUSIP number is 736114 10 9. The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADR's) or similar certificates.



Table No. 11 lists the volume of trading and high, low and closing sale prices on the TSX Venture Exchange for the Company's common shares for:



•

each of the last six months ending November 2008;



•

each of the last twelve fiscal quarters ending the three months ended September 30, 2008; and



•

each of the last five fiscal years ending June 30, 2008.



The Company commenced trading under the name Gateway Enterprises Ltd. on May 28, 2001. From September 23, 2002 until March 17, 2004, the Companys shares were suspended from trading by the TSX Venture Exchange for review, approval and completion of the Companys Qualifying Transaction as per TSX-V Capital Pool Company regulations.



Table No. 11

TSX Venture Exchange

Common Shares Trading Activity



|                             | - Sales-        
|---------------------------- | ----------------
|                             | Canadian Dollars
|Period                       | High            
|                             |                 
|November 2008                | $0.07           
|October 2008                 | $0.11           
|September 2008               | $0.15           
|August 2008                  | $0.19           
|July 2008                    | $0.21           
|June 2008                    | $0.23           
|                             |                 
|Three Months Ended   9/30/08 | $0.21           
|Three Months Ended   6/30/08 | $0.27           
|Three Months Ended   3/31/08 | $0.39           
|Three Months Ended 12/31/07  | $0.52           
|                             |                 
|Three Months Ended   9/30/07 | $0.78           
|Three Months Ended   6/30/07 | $0.90           
|Three Months Ended   3/31/07 | $0.94           
|Three Months Ended 12/31/06  | $0.58           



55





|Three Months Ended   9/30/06 | $0.67 | $0.39 | $0.51
|---------------------------- | ----- | ----- | -----
|Three Months Ended   6/30/06 | $1.53 | $0.48 | $0.59
|Three Months Ended   3/31/06 | $1.17 | $0.55 | $1.17
|Three Months Ended 12/31/05  | $0.65 | $0.52 | $0.57
|                             |       |       |      
|Fiscal Year Ended 6/30/08    | $0.78 | $0.17 | $0.23
|Fiscal Year Ended 6/30/07    | $0.94 | $0.32 | $0.76
|Fiscal Year Ended 6/30/06    | $1.53 | $0.48 | $0.59
|Fiscal Year Ended 6/30/05    | $1.05 | $0.40 | $0.63
|Fiscal Year Ended 6/30/04    | $1.25 | $0.62 | $0.62



Table No. 12 lists, as of 12/15/08, share purchase warrants outstanding, the exercise price, and the expiration date of the share purchase warrants.



Table No. 12

Share Purchase Warrants Outstanding



|Number of Share Purchase Warrants Outstanding | Exercise Price/share | Expiration Date
|--------------------------------------------- | -------------------- | ---------------
|3,943,500                                     | $0.85                | July 18, 2009* 



* Effective July 17, 2008, the expiration date of these warrants was extended to July 18, 2009.





American Depository Receipts.  Not applicable.

Other Securities to be Registered. Not applicable



The TSX Venture Exchange



The TSX Venture Exchange (TSX-V) is a result of the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange.



The Canadian Venture Exchange was a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange which took place on November 29, 1999. On August 1, 2001, the Toronto Stock Exchange completed its purchase of the Canadian Venture Exchange from its member firms and renamed the Exchange the TSX Venture Exchange. The TSX-V currently operates as a complementary but independent exchange from its parent.



The initial roster of the TSX-V was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Toronto, Montreal and Winnipeg Stock Exchanges. The TSX-V is a venture market as compared to the TSX Exchange which is Canadas senior market and the Montreal Exchange which is Canadas market for derivatives products.



The TSX-V currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal.  These service centers provide corporate finance, surveillance and marketing expertise.  The corporate office for the TSX-V is located in Calgary and the operations office is located in Vancouver.





56





The TSX-V is a self-regulating organization owned and operated by the TSX Group.  It is governed by representatives of its member firms and the public.



The TSX Group acts as a business link between TSX Venture Exchange members, listed companies and investors.  TSX-V policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established. Listings are predominately small and medium sized companies.



Regulation of the TSX Venture Exchange, its member firms and its listed companies is the responsibility of Market Regulation Services Inc. (RS) which was created as a joint initiative of TSX Inc. and the Investment Dealers Association of Canada.



RS is recognized as a self-regulatory entity in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. As a Regulation Service Provider, RS provides independent regulation services to marketplaces (existing exchanges, quotation and trade reporting systems (QTRSs) and alternative trading systems (ATSs) and their participants in Canada that contract with RS Inc. for the provision of regulation services. As a national regulator for the Canadian marketplace, it is the first independent regulator of its kind for the Canadian securities market.



RS administers, oversees and enforces the Universal Market Integrity Rules (UMIR). To ensure compliance with UMIR, RS monitors real-time trading operations and market-related activities of marketplaces and participants. RS also enforces compliance with UMIR by investigating alleged rule violations and administering any settlements and hearings that may arise in respect of such violations.



RS's areas of responsibility include Market Surveillance; Operations and General Counsel (Market Policy); and Investigations and Enforcement.



The Market Surveillance division monitors all securities trading for compliance with the Universal Market Integrity Rules and marketplace specific rules. Market Surveillance also investigates irregularities and complaints relating to trading on marketplaces for which RS acts as regulation services provider to ensure a fair and orderly marketplace for all participants. This division is responsible for market supervision, which includes monitoring trading activity and timely disclosure, as well as preliminary investigations and trade desk compliance.



The market surveillance department issues TSX-V notices to inform the public of halts, suspensions, delistings, and other enforcement actions.  All TSX-V notices can be found on the TSX website at www.tsx.com.  In the public interest, trading halts or suspensions are maintained until the surveillance department is satisfied that there is adequate disclosure of the companys affairs and a level playing field for investors. By Exchange policy, the department also reviews and approves certain types of transactions for all TSX listed companies. These types of transactions include option grants, private placements and other share issuances, mergers and acquisitions, property-asset acquisitions and dispositions, loans, bonuses and finders fees, changes of business, name changes, stock splits, and related party transactions. If the Exchanges review of such transactions finds them to be contrary to the public interest or is in violation of policy, approval for the transaction will be denied and any action taken by the company towards the completion of the transaction must be reversed.



The Operations and General Counsel division is responsible for the development and implementation UMIR as well as providing interpretations of, or exemptions from, UMIR with the goal of promoting market integrity. This division also coordinates all operational activities of RS including strategic planning and overall organizational matters. Finally, the General Counsel's office of this division is responsible for all legal services and matters relating to RS's Board of Directors.



57





The Investigation and Enforcement division is responsible for conducting investigations and prosecutions of violations of the UMIR and Policies and market integrity and market quality rules specific to the TSX Venture Exchange. Functions of this division include Investigations, Enforcement and Investigative Research.



a) Investigations

Investigations focus on activities that may be in breach of the UMIR and/or the rules of the TSX Venture Exchange. The types of violations frequently investigated include high closings, market manipulation, client priority trading violations, unapproved trading, trading in restricted securities and conduct inconsistent with the just and equitable principles of trade.



Requests for investigations come primarily from the Market Surveillance division of RS. Other sources include the provincial securities commissions, the Operations and General Counsel division, marketplaces, and in some instances, the general public. Investigators also lend assistance to investigations conducted by provincial securities commissions.



b) Enforcement

Once an investigation is complete and a decision has been made to proceed with a prosecution a statement of allegations is served upon the concerned party which references the rule or rules alleged to have been in violation. An Offer of Settlement is also presented to the concerned party, who can either accept or reject the Offer of Settlement. If accepted, the Offer of Settlement must be approved by a hearing panel of RS. The hearing panel may accept the Offer of Settlement or reject it. If the Offer of Settlement is rejected by either the concerned party or by a settlement hearing panel, a Notice of Hearing is issued and served upon the concerned party and the matter proceeds to a hearing before a hearing panel. If the hearing panel determines that an applicable requirement has been violated, it may impose a range of penalties, including a reprimand, a fine, or the restriction, suspension or revocation of access to a marketplace. After all hearings, there is an official public notification concerning the outcome of the hearing and the penalty or remedy imposed.



c) Investigative Research

The Investigative Research Division performs in-depth corporate research relating to officers, directors, and significant shareholders of organizations applying to list securities on the TSX Venture Exchange, or applying to obtain access to the marketplace's trading systems. Due diligence is a major function of the Enforcement division. The overall goal is to improve communication and to raise the standards of compliance in the securities trading industry.



Investors in Canada are protected by the Canadian Investor Protection Fund (CIPF). The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following Self-Regulatory Organizations: the TSX Venture Exchange, the Montreal Exchange, the TSX, the Toronto Futures Exchange and the Investment Dealers Association of Canada.



United States Market



Portal is a Reporting Issuer with the United States Securities and Exchange Commission, and the Company is subject to the reporting obligations and requirements under the Exchange Act of 1934. However, as a Foreign Private Issuer, the Company is exempt from sections 14(a), 14(b), 14(c), 14(f) and 16 of the Act, which includes the Proxy Rules of Section 14 and the Short-Swing Profit Rules of Section 16.





58





Item 10.  Additional Information



Share Capital



The Company has financed its operations through the issuance of common shares through private placements, the exercise of warrants issued in the private placements, and the exercise of stock options. The changes in the Companys share capital during the last 3 fiscal years are as follows:



During Fiscal 2008, the Company completed one private placement of its common shares. On July 20, 2007, the placement of 7,887,000 units at $0.65 per unit was completed for gross proceeds of $5,126,550. Each unit consisted of one common share and one-half of a common share purchase warrant, with each full warrant exercisable at a price of $0.85 until July 18, 2008 (subsequently extended to July 18, 2009). Finders fees of $151,997 were paid on the placement. During the year, the Company also received $2,600 pursuant to the exercise of  5,000 common share purchase options.



During Fiscal 2007, the Company had no private placements of its common shares. The Company issued 759,000 pursuant to the exercise of common share purchase warrants for proceeds of $569,250, and issued 12,500 common shares pursuant to the exercise of options for proceeds of $8,300. The Company also reserved 100,000 common shares at a deemed price of $0.78 per share for resource property interests.



During Fiscal 2006, the Company completed two private placements of its common shares. On February 3, 2006, the Company completed the placement of 6,755,000 common share units at $0.50 per unit for gross proceeds of $3,377,500. Each unit consisted of one common share and one-half of a share purchase warrant, with each full warrant exercisable into one common share at a price of $0.75 until February 3, 2007. Finders fees of $111,038 cash and 148,225 were issued in relation to this placement. On May 29, 2006, the Company completed the private placement of 2,635,000 common share units at a price of $1.05 per unit for gross proceeds of $2,766,750. Each unit consisted of one common share and one-half share purchase warrant, with each full warrant exercisable into one common share at a price of $1.25 until May 29, 2007. Finders fees of $194,775 cash were paid in relation to this second placement. Also during the year, the Company issued 166,400 common shares pursuant to the exercise of stock options for cash proceeds of $55,954, and issued 384,471 common shares pursuant to the exercise of warrants for cash proceeds of $346,024.



Shares Issued for Assets Other Than Cash



On March 15, 2004, the Company issued 2,000,000 common shares at a deemed price of $0.10 per share in relation to the acquisition of Portal de Oro (B.V.I) Ltd. On February 3, 2006, the Company issued 148,225 common share units, with each consisting of one common share and one common share purchase warrant, as Finders Fees for a private placement. During the fiscal year ended June 30, 2007, the Company reserved 100,000 common shares for property interests.



Shares Held By Company



-No Disclosure Necessary-



Stock Options



Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the TSX Venture Exchange.



59





Under a Stock Option Plan approved by shareholders at the Companys Annual and Extraordinary General Meeting held on December 10, 2004 and amended at the Companys Annual and Extraordinary General Meetings held on December 5, 2006 and at the Companys Annual General Meeting held on December 14, 2007, stock options may be issued to qualified Officers, Directors, Employees and Consultants. The number of common shares reserved for issuance under the Plan is 4,447,730. The number of shares reserved for issue may not exceed 15% of the common shares outstanding at the time of the grant. These options may be granted from time to time, provided that stock options in favor of any one individual who is an insider or associate of an insider may not exceed 5% of the issued and outstanding common shares, while grants to any one consultant may not exceed 2% of the issued and outstanding common shares.



The exercise prices for stock options are determined in accordance with TSX Venture Exchange guidelines and reflect the closing price of the Registrant's common shares immediately preceding the day on which the Directors grant the stock options and the maximum term of each stock option does not exceed five years from the date of grant.



A complete copy of the Companys Stock Option Plan is included in the Companys Management Information Circular for the Annual and Extraordinary General Meeting held on December 10, 2004 which has been filed as an exhibit to Portals 20-F Registration Statement. The details of the Amended Stock Option Plan is included in the Companys Management Information Circular for the Annual and Extraordinary General Meeting held on December 14, 2007 which was filed in Form 6-K on EDGAR on November 30, 2007.



The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 14 as of 12/18/2008, as well as the number of options granted to Directors and all employees as a group.



Table No. 14

Stock Options Outstanding



|Name                                            | Number of
Shares of
Common
Stock      | Number of
Options
Currently
Vested | CDN$
Exercise
Price       | Expiration
Date                                                                
|----------------------------------------------- | ------------------------------------- | ---------------------------------- | ------------------------- | -------------------------------------------------------------------------------
|                                                |                                       |                                    |                           |                                                                                
|David Hottman,
President,
Chairman and Director | 153,600
50,000
25,000
200,000
300,000 | 153,600
50,000
25,000
200,000
Nil  | $0.25
0.86
0.70
0.52
0.20 | March 15, 2009
April 14, 2010
January 20, 2011
December 5, 2011
October 7, 2013
|                                                |                                       |                                    |                           |                                                                                
|Mark T. Brown,
CFO, Secretary and
Director      | 28,600
25,000
141,400
150,000         | 28,600
25,000
141,400
Nil          | $0.25
0.86
0.52
0.20      | March 15, 2009
April 14, 2010
December 5, 2011
October 7, 2013                 
|                                                |                                       |                                    |                           |                                                                                
|Alex Boronowski,
Vice-President, Exploration    | 25,000
75,000
200,000
100,000         | 25,000
75,000
200,000
Nil          | $0.75
0.52
0.70
0.20      | October 18, 2011
December 5, 2011
June 6, 2012
October 7, 2013                 





60







|Gary Nordin,
Director                                 | 200,000
50,000
25,000
200,000
175,000                      | 200,000
50,000
25,000
200,000
Nil                       | $0.25
0.86
0.70
0.52
0.20                | March 15, 2009
April 14, 2010
January 20, 2011
December 5, 2011
October 7, 2013                                                 
|----------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Frank Wheatley,
Director                              | 50,000
25,000
25,000
100,000
150,000                       | 50,000
25,000
25,000
100,000
Nil                        | $0.25
0.86
0.70
0.52
0.20                | March 15, 2009
April 14, 2010
January 20, 2011
December 5, 2011
October 7, 2013                                                 
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Bruce Winfield,
Director and former
President and CEO | 200,000
50,000
25,000
225,000
150,000                      | 200,000
50,000
25,000
225,000
Nil                       | $0.25
0.86
0.70
0.52
0.20                | March 15, 2009
April 14, 2010
January 20, 2011
December 5, 2011
October 7, 2013                                                 
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Employees/Consultants                                 | 100,000
100,000
50,000
50,000
80,000
200,000
75,000
70,000 | 100,000
100,000
50,000
50,000
80,000
200,000
75,000
Nil | $0.32
0.85
0.75
0.77
0.75
0.52
0.79
0.20 | December 19, 2008
March 21, 2009
June 18, 2009
December 23, 2009
October 18, 2011
December 5, 2011
June 19, 2012
October 7, 2013
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Total Officers and Directors                          | 3,123,600                                                  | 2,098,600                                               |                                          |                                                                                                                                 
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Total Employees/
Consultants                          | 725,000                                                    | 655,000                                                 |                                          |                                                                                                                                 
|                                                      |                                                            |                                                         |                                          |                                                                                                                                 
|Total Officers/Directors/
Employees and Consultants   | 3,848,600                                                  | 2,753,600                                               |                                          |                                                                                                                                 



Pursuant to the Companys Stock Option Plan as approved by shareholders on December 10, 2004, all stock options granted under the Plan will vest under the following schedule:



25% Three months following the award date

25% Six months following the award date

25% Nine months following the award date

25% Twelve months following the award date



Under the plan, 1,095,000 options granted on October 7, 2008 will vest under the following schedule:



273,750 options on January 7, 2009

273,750 options on April 7, 2009

273,750 options on July 7, 2009

273,750 options on October 7, 2009



61





Resolutions/Authorization/Approvals



-No Disclosure Necessary-



Memorandum and Articles of Association



The Company was originally incorporated under the Company Act of British Columbia on August 14, 2000 under the name Gateway Enterprises Ltd.. After the completion of the acquisition of Portal de Oro (B.V.I.) on March 15, 2004, the Company changed its name to Portal De Oro Resources Ltd.. At the Annual and Extraordinary General Meeting held on December 10, 2004, shareholders approved the change of name to Portal Resources Ltd. and adopted a new Charter and Articles under the Business Corporations Act (British Columbia) which replaced the Company Act of British Columbia.



There are no restrictions on the business the company may carry on in the Articles of Incorporation.



Under the Companys articles and bylaws a director is not allowed to vote on any transaction or contract with the Company in which he has a disclosable interest unless all directors have a disclosable interest in that transaction.



Part 16 of the Companys bylaws address the duties of the directors, while Part 8 discusses the Borrowing Powers. The Company may, if authorized by the directors, may:



a)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;



b)

issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;



c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person;



d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.



There are no age limit requirements pertaining to the retirement or non-retirement of directors and a director need not be a shareholder of the Company.



The Company may determine that directors may receive remuneration for acting as directors. Any remuneration will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such. The Company may also reimburse each director for the reasonable expenses that he or she may incur in or about the business of the Company. If any director performs any professional or other services for the Company that in the opinion of the directors is outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Companys business, he or she may be paid remuneration fixed by the directors and such remuneration may be either in addition to or substitution for any other remuneration they may be entitled to receive.



62





Part 21 deals with Indemnification of individuals. The directors must cause the Company to indemnify its officers and directors, and former officers and directors, and alternate directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by the Business Corporations Act. Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in this section. Subject to any restrictions in the Act, the Company may indemnify any other person. The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.



The rights, preferences and restrictions attaching to each class of the Companys shares are as follows:



Common Shares



The authorized shares of common stock of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



The Company may by special resolution, create, define, and attach special rights or restrictions on any shares and by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights and restrictions attached to any shares, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all members holding shares of each affected class consent thereto in writing, or unless a resolution consenting thereto is passed at a separate class meeting of the holders of the shares of each such class by a majority of three-fourths of the rest of such shares..



An annual general meeting shall be held once every calendar year at such time (not being more than 13 months after holding the last preceding annual meeting) and place as may be determined by the Directors. The Directors may, as they see fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Corporations Act.



There are no limitations upon the rights to own securities.



There are no provisions that would have the effect of delaying, deferring, or preventing a change in control of the Company.



There is no special ownership threshold above which an ownership position must be disclosed.



A copy of the Companys Articles has been filed as an exhibit to Portals 20-F Registration Statement.





63





Material Contracts



1.

Under an agreement between the Company and Nevada Pacific Gold Ltd. dated May 25, 2004, the Company agreed to share office space and related expenses with Nevada Pacific Gold, including Rent, Furniture, Office Supplies, Office Equipment, and Computer Software. The Company also agreed to share administrative support services, which requires the Company to pay up to 15% of each support persons salary. A copy of this contract was filed as an exhibit to the Companys 20-F Registration Statement.



2.

Under an agreement dated November 4, 2003 between the Company, certain security holders of the Company, and Pacific Corporate Trust Company, the certain holders agreed to deposit common shares in an escrow account pursuant to the policies of the TSX Venture Exchange. A copy of this contract was filed as an exhibit to the Companys 20-F Registration Statement.



3.

Under an agreement dated April 20, 2007 between the Company and Consolidated Pacific Bay Minerals Ltd., an unrelated public company, Consolidated Pacific Bay granted Portal the right to earn a 60% interest in the La Pampa uranium project located in Chubut Province, Argentina. Under the agreement, the Company is required to pay a total of US$145,000 cash on or before April 20, 2010, and expend an aggregate of US$1,200,000 in exploration expenditures on the property on or before April 20, 2011, to earn a 60% interest in Consolidated Pacific Bays concessions. A copy of this agreement has been filed as an exhibit to the Companys fiscal 2007 20-F Annual Report.



4.

Under an agreement dated May 1, 2007 between the Company and Nevada Pacific Gold Ltd., the Company agreed to sublease approximately 3,926 square feet of office space from Nevada Pacific through February 28, 2008. A copy of this agreement has been filed as an exhibit to the Companys fiscal 2007 20-F Annual Report.



5.

Under an agreement dated August 28, 2008, the Company, through its subsidiary Portal Resources US Inc., has the right to acquire from Claremont Nevada Mines, Scoonover Exploration, and JR Exploration (the Vendors) 100% interest (subject to a 3% NSR) in three properties located in the Walker Lane Belt and Battle Mountain/Eureka Trend in Nevada. Terms of the renewable ten year option include total cash advance royalty payments of US$10,000 on the first anniversary, $15,000 on the second, $20,000 on the third, $25,000 on the fourth, and $30,000 on the fifth and each subsequent anniversary date to maintain the option in good standing. Portal can acquire a 100% interest in the properties by making an additional payment of $1,000 and delivering a final feasibility study on any of the properties. The Vendors will retain a 3% NSR, which Portal may reduce to 1% for a payment of US$1,000,000. A copy of this agreement has been filed as an exhibit to this Annual Report.



EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS



Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of Portals securities, except as discussed in ITEM 10, Taxation" below.









64





Restrictions on Share Ownership by Non-Canadians:  There are no limitations under the laws of Canada or in the organizing documents of Portal on the right of foreigners to hold or vote securities of Portal, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.



TAXATION



The following summary of the material Canadian federal income tax consequences are stated in general terms and are not intended to be advice to any particular shareholder. Each prospective investor is urged to consult his or her own tax advisor regarding the tax consequences of his or her purchase, ownership and disposition of shares of Common Stock. The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.



This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arms length with the Company, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada.  Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act" or ITA)and the Canada-United States Tax Convention (the Tax Convention) as at the date of the Annual Report and the current administrative practices of Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.



Management urges each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.



CANADIAN INCOME TAX CONSEQUENCES



Disposition of Common Stock



The summary below is restricted to the case of a holder (a Holder) of one or more common shares (Common Shares) who for the purposes of the Tax Act is a non-resident of Canada, holds his Common Shares as capital property and deals at arms length with the Company.



Dividends



A Holder will be subject to Canadian withholding tax (Part XIII Tax) equal to 25%, or such lower rates as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.



65





Disposition of Common Shares



A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the common Share constituted taxable Canadian property as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arms length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the Company.



A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the ten years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.



A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains of any of the three preceding years or any subsequent year.



UNITED STATES FEDERAL INCOME TAX CONSEQUENCES



The following is a discussion of material United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. This discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possible on a retroactive basis, at any time.  In addition, the discussion does not consider the potential effects, both adverse and beneficial, or recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company. Each holder and prospective holder of common shares of the Company is advised to consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company applicable to their own particular circumstances.











66









U.S. Holders



As used herein, a (U.S. Holder) includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services.



This summary is limited to U.S. Holders who own common shares as capital assets. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.



Distribution on Common Shares of the Company



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal Income tax liability or, alternatively, individuals may be deducted in computing the U.S. Holders United States Federal taxable income by those individuals who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Dividend income will be taxed at marginal tax rates applicable to ordinary income while preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale of other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.



Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.  A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.





67





Under current Treasury Regulations, dividends paid on the Companys common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of the Companys common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 31% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.



Foreign Tax Credit



For individuals whose entire income from sources outside the United States consists of qualified passive income, the total amount of creditable foreign taxes paid or accrued during the taxable year does not exceed $300 ($600 in the case of a joint return) and an election is made under section 904(j), the limitation on credit does not apply.



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on a year-by-year basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source income bears to his/her or its worldwide taxable income in the determination of the application of this limitation. The various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.  In addition, this limitation is calculated separately with respect to specific classes of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Dividends distributed by the Company will generally constitute passive income or, in the case of certain U.S. Holders, financial services income for these purposes.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and management urges holders and prospective holders of common shares of the Company to consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of the Company



A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (I) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the common shares of the Company.  Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are capital assets in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted, but individuals may not carry back capital losses. For U.S. Holders, which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



68





Other Considerations



In the following circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company.



Foreign Personal Holding Company



If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% (50% after the first tax year) or more of the Companys gross income for such year was derived from certain passive sources (e.g. from interest income received from its subsidiaries), the Company would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.



The Company does not believe that it currently has the status of a foreign personal holding company. However, there can be no assurance that the Company will not be considered a foreign personal holding company for the current or any future taxable year.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.



Passive Foreign Investment Company



As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which is held for the purpose of producing passive income.



Certain United States income tax legislation contains rules governing PFICs, which can have significant tax effects on U.S. shareholders of foreign corporations.  These rules do not apply to non-U.S. shareholders.  Section 1297 (a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (I) 75% or more of its gross income is passive income, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond the scope of this discussion.  Management urges US persons to consult with their own tax advisors with regards to the impact of these rules.





69





Controlled Foreign Corporation



A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of whose stock by vote or value is, on any day in the corporations tax year, owned (directly or indirectly) by U.S. Shareholders. If more than 50% of the voting power of all classes of stock entitled to vote is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own actually or constructively 10% or more of the total combined voting power of all classes of stock of the Company could be treated as a controlled foreign corporation under Subpart F of the Code.  This classification would affect many complex results, one of which is the inclusion of certain income of a CFC, which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts.



In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Corporation which is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company (accumulated in corporate tax years beginning after 1962, but only while the shares were held and while the Company was controlled) attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to the United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. The PFIC provisions continue to apply in the case of PFIC that is also a CFC with respect to the U.S. Holders that are less than 10% shareholders. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.



The amount of any backup withholding will not constitute additional tax and will be allowed as a credit against the U.S. Holders federal income tax liability.



Filing of Information Returns.  Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and management urges United States Investors to consult their own tax advisors concerning these requirements.



Statement by Experts



The Companys auditors for its financial statements as at June 30, 2008, 2007 and 2006 was DeVisser Gray, Chartered Accountants. Their audit report is included with the related financial statements in this Annual Report.



Documents on Display



All documents incorporated and referred by reference in this 20-F Annual Report are available on IDEA at www.sec.gov, or may be viewed at the Companys Executive Office located at Suite 750, 625 Howe Street, Vancouver, British Columbia, Canada.



70







Item 11.  Disclosures about Market Risk



The companys mineral properties are all currently at the exploration stage and the Companys operations are limited to exploring those properties. Therefore, Portals market risks are minimal. All of the Companys properties are located in Argentina and the United States. As a Canadian Company, Portals cash balances are kept primarily in Canadian funds, while many exploration and property expenses are denominated in United States dollars or Argentine Pesos. Therefore, the Company is exposed to some exchange rate risk. The Company considers the amount of risk to be manageable and does not currently, nor is likely in the foreseeable future, conduct hedging to reduce its exchange rate risk.



Competitive Environment



The Company competes with other mining companies for exploration properties, joint venture agreements and for the acquisition of attractive gold companies.  There is a risk that this competition could increase the difficulty of concluding a negotiation on terms that the Company considers acceptable.



Item 12.  Description of Other Securities



Not Applicable





Part II



Item 13.  Defaults, Dividend Arrearages and Delinquencies



Not Applicable





Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds



Not Applicable



Item 15.  Controls and Procedures



As of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures.  Based upon that evaluation, the CEO and the CFO have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.









71







The Company's disclosure controls and procedures operated such that important information flowed to appropriate collection and disclosure points in a timely manner and were effective so as to allow the Exchange Act reporting information to flow to the Company's CEO and CFO, including the period when this Annual Report on Form 20-F was prepared, as appropriate to allow timely decision regarding the required disclosure. In addition, the CEO and CFO have certified that the disclosure and procedures were effective so that the information in our Exchange Act reports was communicated to our management.



There have been no changes in the Company's internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Companys internal control over financial reporting.  Nor have there been any corrective actions with regard to deficiencies or material weaknesses.



This annual report does not include an attestation of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.



Item 16.  Reserved



Item 16A.  Audit Committee Financial Expert



The Company has not identified an Audit Committee Financial Expert among the 3 directors currently serving on the audit committee. The current members are David Hottman, Frank Wheatley, and Bruce Winfield. All 3 members are financially literate, have extensive experience as officers and directors of public mineral exploration companies, and understanding of internal controls and procedures.



Item 16B.  Code of Ethics

The Company has not adopted a written code of ethics that meets the new United States' Sarbanes-Oxley standards; the Board of Directors believes that the compliance with existing Canadian standards and procedures, including the regulations to which it subject under Canadian securities laws as a reporting issuer as a company listed on the TSX Venture Exchange, are adequate for its immediate purposes. The board is evaluating the adoption of a code of ethics during the 2009 fiscal year.



Item 16C.  Principal Accountant Fees and Services

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.



The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy and procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.



In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, the Companys Audit Committee Charter includes a procedure for the review and pre-approval of any services performed by DeVisser Gray, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of DeVisser Gray for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.



72





Fees, including reimbursements for expenses, for professional services rendered by DeVisser Gray to the Company are included in the following table.



Table No. 15

Principal Account Fees and Services



|Type of Service    | Fiscal Year
2008 | Fiscal Year
2007
|------------------ | ---------------- | ----------------
|                   |                  |                 
|Audit Fees         | $ 21,000         | $ 18,500        
|Audit Related Fees | -                | $   1,000       
|Tax Fees           | $   1,200        | $   1,200       
|All Other Fees     | -                | -               
|Total              | $ 22,200         | $ 20,700        



Audit Related Fees are for the review of the Companys 20-F annual report and related filings.



Item 16D.  Exemptions from Listing Standards for Audit Committees



Not Applicable



Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated Purchasers



Not Applicable



Part III



Item 17.  Financial Statements



The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 9 to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVisser Gray, Chartered Accountant, is included herein immediately preceding the financial statements.



Item 18.  Financial Statements



The Company has elected to provide financial statements pursuant to ITEM #17.



Item 19.  Exhibits



(A1)  The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVisser Gray, Chartered Accountants, for the audited financial statements is included herein immediately preceding the audited financial statements.



73





Audited Financial Statements



Independent Auditors Report, dated October 27, 2008.



Balance Sheets at June 30, 2008 and 2007.



Statements of Operations for the years ended June 30, 2008, 2007, and 2006.



Statements of Cash Flows for the years ended June 30, 2008, 2007, and 2006.



Consolidated Statements of Deferred Expenditures on Unproven Mineral Rights for the years ended June 30, 2008 and 2007.



Notes to Financial Statements



ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS (cont.)



(B)  Index to Exhibits:



|1.
Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws (Previously Filed)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|2. Instruments defining the rights of holders of the securities being registered
***See Exhibit Number 1***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|3. Voting Trust Agreements  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|4. Material Contracts
A)   Copy of the Shared Office Agreement Between the Company and Nevada Pacific Gold dated May 25, 2004. (Previously Filed)
B)    Copy of the Escrow Agreement between the Company and Pacific Corporate Trust Company dated November 4, 2003. (Previously Filed)
C)        Copy of the Option Agreement between the Company and Consolidated Pacific Bay Minerals Ltd regarding La Pampa uranium project, dated April 20, 2007. (Previously Filed)
D)    Copy of the sublease agreement for office space between the Company and Nevada Pacific Gold Ltd. dated May 1, 2007 (Previously Filed)
E)      Copy of the option agreement between the Company and Claremont Nevada Mines LLC, Scoonover Exploration LLC, and JR Exploration LLC regarding the Golden Snow, Fish and CPG projects, dated August 28, 2008. | 
|5. List of Foreign Patents  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|6. Calculation of earnings per share  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|7. Explanation of calculation of ratios  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|8. List of Subsidiaries  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities  N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|10.Other documents
Documents incorporated by reference to the Form 6-Ks filed by the Company on EDGAR.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 



74











PORTAL RESOURCES LTD.

















Consolidated Financial Statements





June 30, 2008

June 30, 2007

June 30, 2006







(An exploration stage company)















































|Portal Resources Ltd.                       |  | Trading Symbol: PDO      
|------------------------------------------- |  | -------------------------
|Head Office: Suite 750  625 Howe Street    |  | Telephone:  604-629-1929 
|Vancouver, British Columbia, Canada V6C 2T6 |  | Facsimile:   604-629-1930







75

















MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING



The consolidated financial statements and the information contained in the management discussion and analysis have been prepared by the management of the Company.  The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles and, where appropriate, reflect managements best estimates based on currently available information.  A system of internal accounting control is maintained to provide reasonable assurance that financial information is accurate and reliable.



The Companys independent auditors, De Visser Gray LLP, who have been appointed by the shareholders, conduct an audit in accordance with generally accepted auditing standards in Canada to allow them to express an opinion on the financial statements.



The Audit Committee of the Board of Directors meets periodically with management and the independent auditors to review the scope and results of the annual audit and to review the financial statements and related reporting matters prior to submission to the Board.







David Hottman

Mark Brown



David Hottman,

Mark Brown

President and CEO

Chief Financial Officer

Vancouver, Canada

Vancouver, Canada

October 27, 2008

October 27, 2008































76











D E  V I S S E R  G R A Y  L L P

CHARTERED ACCOUNTANTS



401 - 905 West Pender Street

Vancouver, BC Canada

V6C 1L6



Tel: (604) 687-5447

Fax: (604) 687-6737



AUDITORS' REPORT



To the Shareholders of Portal Resources Ltd.



We have audited the consolidated balance sheets of Portal Resources Ltd. as at June 30, 2008, 2007 and 2006 and the consolidated statements of operations and deficit and cash flows for each of the years in the three-year period ended June 30, 2008. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with generally accepted auditing standards (GAAS) in Canada and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2008 and 2007 and the results of its operations and cash flows for each of the years in the three-year period ended June 30, 2008 in conformity with Canadian generally accepted accounting principles.



De Visser Gray LLP



CHARTERED ACCOUNTANTS



Vancouver, British Columbia

October 27, 2008



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such as those referred to in note 1 to these financial statements.  Although we conducted our audits in accordance with both Canadian GAAS and the standards of the PCAOB, our report to the shareholders dated October 27, 2008 is expressed in accordance with Canadian reporting standards which do not require a reference to such matters when the uncertainties are adequately disclosed in the financial statements.



De Visser Gray LLP



CHARTERED ACCOUNTANTS



Vancouver, British Columbia

October 27, 2008



77









PORTAL RESOURCES LTD.

CONSOLIDATED BALANCE SHEETS

(stated in Canadian dollars)

As at June 30th





|                                         |   | 2008        |   | 2007       
|---------------------------------------- | - | ----------- | - | -----------
|                                         |   |             |   |            
|ASSETS                                   |   |             |   |            
|Current                                  |   |             |   |            
|Cash and cash equivalents                | $ | 187,551     | $ | 1,069,730  
|Short-term investments                   |   | 2,861,753   |   | -          
|Amounts receivable                       |   | 104,312     |   | 42,661     
|Prepaid expenses                         |   | 122,318     |   | 117,118    
|                                         |   | 3,275,934   |   | 1,229,509  
|                                         |   |             |   |            
|Equipment and software (Note 3)          |   | 78,290      |   | 94,609     
|Unproven mineral rights (Note 4)         |   | 4,965,595   |   | 5,683,359  
|                                         |   |             |   |            
|                                         | $ | 8,319,819   | $ | 7,007,477  
|                                         |   |             |   |            
|LIABILITIES                              |   |             |   |            
|                                         |   |             |   |            
|Current                                  |   |             |   |            
|Accounts payable and accrued liabilities | $ | 81,496      | $ | 500,273    
|Due to related parties (Note 7)          |   | -           |   | 3,233      
|                                         |   | 81,496      |   | 503,506    
|                                         |   |             |   |            
|SHAREHOLDERS EQUITY                     |   |             |   |            
|                                         |   |             |   |            
|Share capital (Note 5)                   | $ | 14,760,161  | $ | 9,823,918  
|Shares subscribed                        |   | -           |   | 59,800     
|Contributed surplus (Note 5)             |   | 783,340     |   | 636,998    
|Deficit                                  |   | (7,305,178) |   | (4,016,745)
|                                         |   | 8,238,323   |   | 6,503,971  
|                                         |   |             |   |            
|                                         | $ | 8,319,819   | $ | 7,007,477  



Nature of Operations (Note 1)

Commitments (Note 6)

Subsequent events (Note 10)







Approved by the Board of Directors:





|Bruce Winfield         |  | David Hottman        
|------------------------ |  | -----------------------
|Bruce Winfield, Director |  | David Hottman, Director





See notes to consolidated financial statements







78









PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

For the years ended June 30,

(stated in Canadian dollars)







|                                                             |  | 2008           |  | 2007             |  | 2006             
|------------------------------------------------------------ |  | -------------- |  | ---------------- |  | -----------------
|                                                             |  |                |  |                  |  |                  
|                                                             |  |                |  |                  |  |                  
|Revenue                                                      |  | $            - |  | $              - |  | $               -
|                                                             |  |                |  |                  |  |                  
|Expenses                                                     |  |                |  |                  |  |                  
|Accounting and audit                                         |  | $   62,248     |  | $    70,248      |  | $     55,051     
|Amortization                                                 |  | 26,469         |  | 23,105           |  | 17,929           
|Bank charges and interest                                    |  | 21,102         |  | 42,738           |  | 17,530           
|Consulting and management fees                               |  | 55,115         |  | 22,875           |  | 17,841           
|Foreign asset tax                                            |  | 21,938         |  | 35,489           |  | -                
|Foreign exchange                                             |  | 34,120         |  | 63,218           |  | 28,525           
|Interest income                                              |  | (161,429)      |  | (106,674)        |  | (33,123)         
|Investor relations                                           |  | 412,068        |  | 454,750          |  | 225,147          
|Legal                                                        |  | 40,236         |  | 40,182           |  | 14,725           
|Office and miscellaneous                                     |  | 174,332        |  | 140,206          |  | 68,055           
|Rent                                                         |  | 44,991         |  | 30,831           |  | 19,746           
|Project investigation                                        |  | 41,451         |  | 44,071           |  | 7,343            
|Salaries and benefits                                        |  | 459,298        |  | 203,089          |  | 247,636          
|Stock-based compensation (Note 5)                            |  | 147,744        |  | 340,206          |  | 138,606          
|Travel                                                       |  | 63,235         |  | 44,530           |  | 25,046           
|Transfer agent and filing fees                               |  | 16,514         |  | 17,438           |  | 20,763           
|Write-off of unproven mineral rights                         |  | 1,782,804      |  | -                |  | 80,130           
|Write-off of amounts receivable                              |  | -              |  | 15,291           |  | -                
|Valuation allowance for foreign value added
tax credit (IVA) |  | 46,197         |  | 395,631          |  | 143,807          
|                                                             |  |                |  |                  |  |                  
|                                                             |  | 3,288,433      |  | 1,877,224        |  | 1,094,757        
|                                                             |  |                |  |                  |  |                  
|Net loss for the year                                        |  | (3,288,433)    |  | (1,877,224)      |  | (1,094,757)      
|                                                             |  |                |  |                  |  |                  
|Deficit  beginning of year                                  |  | (4,016,745)    |  | (2,139,521)      |  | (1,044,764)      
|                                                             |  |                |  |                  |  |                  
|Deficit  end of year                                        |  | $(7,305,178)   |  | $(4,016,745)     |  | $(2,139,521)     
|                                                             |  |                |  |                  |  |                  
|Loss per share (Note 2)                                      |  | $   (0.11)     |  | $    (0.09)      |  | $      (0.08)    
|                                                             |  |                |  |                  |  |                  
|Weighted average number of
common shares outstanding         |  | 29,322,706     |  | 21,183,935       |  | 13,868,125       











See notes to consolidated financial statements





79









PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30,

(stated in Canadian dollars)



|                                                                              |  | 2008             |  | 2007              |  | 2006              
|----------------------------------------------------------------------------- |  | ---------------- |  | ----------------- |  | ------------------
|                                                                              |  |                  |  |                   |  |                   
|                                                                              |  |                  |  |                   |  |                   
|Cash provided by (used for):                                                  |  |                  |  |                   |  |                   
|Operating Activities                                                          |  |                  |  |                   |  |                   
|Net loss for the year                                                         |  | $  (3,288,433)   |  | $ (1,877,224)     |  | $ (1,094,757)     
|Items not involving cash:                                                     |  |                  |  |                   |  |                   
|Stock-based compensation                                                      |  | 147,744          |  | 340,206           |  | 138,606           
|Write-off of unproven mineral properties                                      |  | 1,782,804        |  | -                 |  | 80,130            
|Write-off of amounts receivable                                               |  | -                |  | 15,291            |  | -                 
|Amortization                                                                  |  | 26,469           |  | 23,105            |  | 17,929            
|                                                                              |  |                  |  |                   |  |                   
|                                                                              |  | (1,331,416)      |  | (1,498,622)       |  | (858,092)         
|                                                                              |  |                  |  |                   |  |                   
|Changes in non-cash working capital:                                          |  |                  |  |                   |  |                   
|Amounts receivable                                                            |  | (61,651)         |  | (39,838)          |  | (13,682)          
|Prepaid expenses                                                              |  | (5,200)          |  | (11,304)          |  | (89,294)          
|Accounts payable and accrued liabilities                                      |  | (179,224)        |  | (157,664)         |  | 156,905           
|Due to related parties                                                        |  | (3,233)          |  | 3,233             |  | (10,532)          
|                                                                              |  |                  |  |                   |  |                   
|                                                                              |  | (1,580,724)      |  | (1,704,195)       |  | (814,695)         
|                                                                              |  |                  |  |                   |  |                   
|Investing Activities                                                          |  |                  |  |                   |  |                   
|Purchase of equipment and software                                            |  | (10,150)         |  | (83,249)          |  | (10,425)          
|Short-term investments                                                        |  | (2,861,753)      |  | -                 |  | -                 
|Expenditures on unproven mineral rights                                       |  | (1,304,593)      |  | (2,732,966)       |  | (1,138,789)       
|                                                                              |  |                  |  |                   |  |                   
|                                                                              |  | (4,176,496)      |  | (2,816,215)       |  | (1,149,214)       
|                                                                              |  |                  |  |                   |  |                   
|Financing Activities                                                          |  |                  |  |                   |  |                   
|Shares issued for cash                                                        |  | 5,126,550        |  | -                 |  | 6,144,250         
|On warrant exercise                                                           |  | -                |  | 569,250           |  | 346,024           
|On option exercise                                                            |  | 2,600            |  | 8,300             |  | 55,954            
|Shares subscribed                                                             |  | (59,800)         |  | 59,800            |  | -                 
|Share issue costs                                                             |  | (194,309)        |  | (12,438)          |  | (357,189)         
|                                                                              |  |                  |  |                   |  |                   
|                                                                              |  | 4,875,041        |  | 624,912           |  | 6,189,039         
|                                                                              |  |                  |  |                   |  |                   
|Net increase (decrease) in cash and cash equivalents                          |  | $  (882,179)     |  | (3,895,498)       |  | 4,225,130         
|Cash and cash equivalents  beginning of year                                 |  | 1,069,730        |  | 4,965,228         |  | 740,098           
|                                                                              |  |                  |  |                   |  |                   
|Cash and cash equivalents end of year                                        |  | $     187,551    |  | 1,069,730         |  | 4,965,228         
|                                                                              |  |                  |  |                   |  |                   
|Supplemental disclosure of non-cash Investing and Financing Activities:       |  |                 
|                                                                              |  |                  |  |                   |  |                   
|Cash and cash equivalents consist of:                                         |  |                  |  |                   |  |                   
|Cash balances with banks                                                      |  | $  187,551       |  | $    307,977      |  | $    938,738      
|Term deposits                                                                 |  | $              - |  | $    761,753      |  | $ 4,026,490       
|Total cash and cash equivalents                                               |  | $  187,551       |  | $ 1,069,730       |  | $ 4,965,228       
|                                                                              |  |                  |  |                   |  |                   
|Shares issued for finders fees                                               |  | $             -  |  | $               - |  | $      74,113     
|Shares reserved for issue for Slick Rock Uranium 
   Project                  |  | $             -  |  | $      78,000     |  | $                -
|Deferred expenditures on unproven mineral rights
included in accounts payable |  | $    29,998      |  | $    269,551      |  | $                -



See notes to consolidated financial statements



80







PORTAL RESOURCES LTD.

CONSOLIDATED STATEMENTS OF DEFERRED EXPENDITURES ON UNPROVEN MINERAL RIGHTS

For the year ended June 30,

(stated in Canadian dollars)





|                                 | Arroyo Verde
(Argentina) | San Rafael
(Argentina) | La Pampa Uranium
(Argentina) | Tiger Uranium
(Argentina) | Slick Rock Uranium
(USA) | Project Investigation | Total        
|-------------------------------- | ------------------------ | ---------------------- | ---------------------------- | ------------------------- | ------------------------ | --------------------- | -------------
|Total as at June 30, 2005        | $  1,198,827             | $    281,731           | $              -             | $              -          | $           -            | $     63,625          | $   1,544,183
|                                 |                          |                        |                              |                           |                          |                       |              
|Land acquisition & holding costs | 53,953                   | 80,450                 | -                            | -                         | -                        | 1,200                 | 135,603      
|Environment                      | -                        | 1,979                  | -                            | -                         | -                        | -                     | 1,979        
|Geology                          | 229,646                  | 94,558                 | -                            | -                         | -                        | 15,305                | 339,509      
|Geophysics                       | -                        | 97,612                 | -                            | -                         | -                        | -                     | 97,612       
|Surface geochemistry             | 59,423                   | 23,687                 | -                            | -                         | -                        | -                     | 83,110       
|Drilling                         | 480,976                  | -                      | -                            | -                         | -                        | -                     | 480,976      
|Total expenditures               | 823,998                  | 298,286                | -                            | -                         | -                        | 16,505                | 1,138,789    
|Property write-offs              | -                        | -                      | -                            | -                         | -                        | (80,130)              | (80,130)     
|                                 |                          |                        |                              |                           |                          |                       |              
|Total as at June 30, 2006        | 2,022,825                | 580,017                | -                            | -                         | -                        | -                     | 2,602,842    
|                                 |                          |                        |                              |                           |                          |                       |              
|Land acquisition & holding costs | 72,695                   | 221,715                | 17,143                       | 1,131                     | 132,448                  | -                     | 445,132      
|Environment                      | 1,203                    | 2,116                  | -                            | 2,027                     | -                        | -                     | 5,346        
|Geology                          | 413,219                  | 262,537                | 152,632                      | 56,292                    | 1,070                    | -                     | 885,750      
|Geophysics                       | 27,607                   | 64,260                 | -                            | -                         | -                        | -                     | 91,867       
|Surface geochemistry             | 40,404                   | 23,768                 | 1,861                        | 1,789                     | -                        | -                     | 67,822       
|Drilling                         | 1,261,256                | 323,344                | -                            | -                         | -                        | -                     | 1,584,600    
|Total expenditures               | 1,816,384                | 897,740                | 171,636                      | 61,239                    | 133,518                  | -                     | 3,080,517    
|                                 |                          |                        |                              |                           |                          |                       |              
|Total as at June 30, 2007        | 3,839,209                | 1,477,757              | 171,636                      | 61,239                    | 133,518                  | -                     | 5,683,359    
|                                 |                          |                        |                              |                           |                          |                       |              
|Land acquisition & holding costs | 108,687                  | (27,301)               | 11,523                       | -                         | 16,873                   | -                     | 109,782      
|Environment                      | 3,611                    | 206                    | 4,778                        | 1,894                     | 21,907                   | -                     | 32,396       
|Geology                          | 155,866                  | 101,517                | 415,886                      | 6,416                     | 62,353                   | -                     | 742,038      
|Geophysics                       | 6,164                    | 26,985                 | 104                          | -                         | -                        | -                     | 33,253       
|Surface geochemistry             | 4,654                    | 297                    | 4,806                        | -                         | 9,848                    | -                     | 19,605       
|Drilling                         | 3,636                    | 499                    | -                            | -                         | 123,831                  | -                     | 127,966      
|Total expenditures               | 282,618                  | 102,203                | 437,097                      | 8,310                     | 234,812                  | -                     | 1,065,040    
|Property write-offs              | -                        | (1,414,474)            | -                            | -                         | (368,330)                | -                     | (1,782,804)  
|                                 | 282,618                  | (1,312,271)            | 437,097                      | 8,310                     | (133,518)                | -                     | (717,764)    
|                                 |                          |                        |                              |                           |                          |                       |              
|Total as at June 30, 2008        | $  4,121,827             | $     165,486          | $   608,733                  | $    69,549               | $              -         | $              -      | $   4,965,595









See notes to consolidated financial statements







81











PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)





1.

NATURE OF OPERATIONS



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



The Company is an exploration stage company whose business activity is the exploration of mineral rights located in Argentina and the United States.  The Company has not yet determined if any of these rights contain economic mineral reserves and, accordingly, the amounts shown for deferred exploration costs represent costs incurred to date, less write-downs, and do not necessarily reflect present or future values.  The recovery of these amounts is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration of the rights, and upon the commencement of future profitable production or, alternatively, upon the Companys ability to dispose of its interests on an advantageous basis.



2.

SIGNIFICANT ACCOUNTING POLICIES



Basis of presentation and principles of consolidation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP). The differences between those principles and the ones that would be applied under U.S. generally accepted accounting principles (U.S. GAAP) are disclosed in Note 9.



References to the Company are inclusive of the Canadian parent company and its wholly-owned Argentinean and U.S. subsidiaries.  All significant inter-company transactions and balances have been eliminated.



Financial instruments

The Companys financial instruments consist of current assets and current liabilities.  The fair value of these instruments approximates their carrying values due to their short-term nature.  Financial risk is the risk arising from fluctuations in foreign currency exchange rates.  The Company does not use derivative or hedging instruments to reduce its exposure to fluctuations in foreign currency exchange rates.



Foreign Currency Translation

The financial statements are presented in Canadian dollars.  Foreign denominated monetary assets and liabilities are translated to their Canadian dollar equivalent using foreign exchange rates at the balance sheet dates.  Non-monetary items are translated at historical exchange rates.  Revenues and expenses are translated using average rates of exchange during the year.  Exchange gains or losses arising from currency translation are included in the determination of net income.



Cash equivalents

Cash equivalents consist of highly liquid investments with maturity dates of less than three months that are readily convertible into known amounts of cash.  Interest earned is recognized immediately in operations.



Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as at the date of the financial statements and revenues and expenses during the reporting period.  Actual results could differ from these estimates.



82







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)



Unproven mineral rights

Mineral right acquisition costs and their related exploration costs are deferred until the rights are placed into production or disposed of.  These costs will be amortized over the estimated useful life of the rights following the commencement of production, or written-off if the rights are disposed of.



Cost includes the cash consideration and the fair market value of shares issued on acquisition of mineral rights.  Rights acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.  The proceeds from options granted are netted against the cost of the related mineral rights and any excess is applied to operations.



The Company reviews capitalized costs on its mineral rights on a periodic basis and will recognize an impairment in value based upon current exploration results and upon managements assessment of the future probability of profitable revenues from the rights or from the sale of the rights.  Managements assessment of the rights estimated current fair market value is also based upon a review of other similar mineral rights transactions that have occurred in the same geographic area as that of the rights under review.



Equipment and software

Equipment and software are recorded at cost. Amortization is provided for using the straight-line method at the following annual rates: Computer equipment  30%; Computer software  50%, Vehicles, Field equipment & Furniture and fixtures  20%



Share capital

Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Companys shares on the TSX Venture Exchange.



Stock-based compensation

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



The proceeds received by the Company on the exercise of options are credited to share capital.



Loss per share

Loss per share has been calculated using the weighted-average number of common shares outstanding during the period.  Fully diluted loss per share amounts are not presented, as they are anti-dilutive.



Income taxes

The Company accounts for the tax consequences of future tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled.  When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no asset is recognized.  The Company has taken a valuation allowance for the full amount of all potential net tax assets.



83





PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)



New accounting policies

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



(a)

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



(b)

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



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



(c)

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





84









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)



Comparative figures

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



Asset retirement obligations

The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred and when a reasonable estimate of the fair value can be made based on expected future cash outflows discounted to present value.



The associated asset retirement costs are capitalized as part of the carrying amount of long lived assets. The liability is accreted over the estimated time period until settlement of the obligation and the asset is depreciated over its estimated remaining useful life. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation.  The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations.  Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease in the carrying amount of the liability and the related capitalized asset retirement cost.



Accounting Policies Not Yet Adopted



Capital disclosures



The CICA issued a new accounting standard, Section 1535, Capital Disclosures (Section 1535), which requires the disclosure of both qualitative and quantitative information that enables users of financial statements to evaluate the entitys  objectives, policies and processes for managing capital. Section 1535 specifies the disclosure of (i) an entitys objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. The new standard will be adopted by the Corporation effective July 1, 2008.



Financial instruments



The CICA issued two new accounting standards, section 3862, Financial  Instruments  disclosures (Section 3862), and Section 3863, Financial Instruments  Presentation (Section 3863), which replace Section 3861. Financial Instruments  Disclosure and Presentation, revising and enhancing its disclosure requirements and carrying forward unchanged its presentation requirements for financial instruments. Section 3862 and 3863 place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. These new standards will be adopted by the Corporation effective July 1, 2008.



Impact of adopting sections 1535, 3682 and 3863



Upon the adoption of the new standards, the Corporation will provide increased disclosure regarding management of capital, the nature and extent of risk arising from financial instruments and how the Corporation manages those risks.





85









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







2.

SIGNIFICANT ACCOUNTING POLICIES, (Continued)



Accounting Policies Not Yet Adopted, (Continued)



International financial reporting standards



In February 2008, the Canadian Accounting Standards Board (AcSB) confirmed that publicly listed companies will be required to adopt IFRS for interim and annual financial statements relating to the fiscal years beginning on or after January 1, 2011, and in April 2008. The AcSB issued for comment its omnibus Exposure Draft, Adopting IFRS in Canada. Early adoption may be permitted, however it will require exemptive relief on a case by case basis from the Canadian Securities Administrators.



The Corporation is currently in the process of developing an IFRS Conversion Plan and evaluating the impact of the transition to the IFRS.





3.

EQUIPMENT AND SOFTWARE



| |                      | 2008       |  | 2007                    
| | -------------------- | ---------- |  | ------------------------
| |                      |            |  |                         
| |                      | Cost       |  | Accumulated
amortization
| |                      |            |  |                         
| | Computer equipment   | $   16,605 |  | $   12,127              
| | Computer software    | 20,453     |  | 19,789                  
| | Furniture & fixtures | 10,036     |  | 2,584                   
| | Vehicles             | 44,558     |  | 22,665                  
| | Field equipment      | 65,893     |  | 22,090                  
| |                      | $ 157,545  |  | $   79,255              







86









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)





4.

UNPROVEN MINERAL RIGHTS



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



Arroyo Verde

On November 27, 2003, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Chubut province of Argentina.  Under the terms of the agreement the Company had to make cash payments totaling US$210,000 (paid) on or before December 1, 2007.



Portal Resources has completed an internal 43-101 compliant report reviewing the results of the various exploration programs conducted on the project



Portal is seeking a joint venture partner to continue exploring and developing this project



On or before December 1, 2008 or upon receipt of the feasibility study, the Company must pay an advance royalty payment of US$1 for each ounce of gold equivalent contained within the measured and indicated resource categories with a minimum payment of US$100,000 and a maximum payment of US$250,000.  This advance royalty can be applied against subsequent royalty obligations.  The vendor retains a 2% net smelter royalty that the Company can purchase 1% of, at any time, for US$1,000,000.



San Rafael

The properties in the San Rafael project have been acquired through two separate option agreements.



San Pedro

On June 18, 2004, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Mendoza province of Argentina.  Under the terms of the agreement the Company must make cash payments totaling US$ 830,000 (US$120,000 paid) on or before June 18, 2012.



Based on exploration to date, especially within the Anchoris copper-gold porphyry zone, as well as the negative environment for mining in the province of Mendoza, management decided to abandon the concessions held under the San Pedro agreement. On March 27, 2008 Portal notified in writing the owners of the San Pedro claims of the decision to return the claims and has not further commitments with respect to this agreement.



Minera Rio de la Plata

On June 18, 2004, Portal S.A. signed an option to acquire a 100% interest in a series of mining rights in Mendoza, province of Argentina.  Under the terms of the original agreement, the Company has paid US$95,000 to date and the subsequent payment requirements to exercise the option are as follows:



|                           | US$                             
|-------------------------- | --------------------------------
|On or before April 9, 2008 | $  70,000 (subsequently amended)
|On or before April 9, 2009 | $100,000                        



The Company is obligated to make the initial three annual payments of $15,000 (paid).  Should the Company wish to develop any of the four areas defined in the agreement, during the term of the option, it must pay the sum of US$50,000 for each area so designated.  The Company would then form a new 100% owned subsidiary to which the mining rights in that designated area would be transferred.  The new subsidiary would be subject to a 15% to 20% net profit interest to the owner.  The Company has the right to purchase 10% of the net profits interest at any time for the sum of US$1,000,000.





87







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)



4.

UNPROVEN MINERAL RIGHTS, (Continued)

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



Subsequently, management decided, based on exploration results to date, especially on the Anchoris copper gold porphyry project and the negative mining environment in the province of Mendoza, to return all the claims held under the MRDP agreement, with the exception of nine claims, which will continue to form the Tiger uranium project. On April 22, an amendment to the MRDP agreement was executed by Portal and MRDP to this effect.



On April 30, 2008, MRDP and Portal signed an agreement whereby the due date for the US$70,000 payment as amended to June 10, 2008 was extended until July 10, 2008.



On June 10, 2008, Portal informed MRDP of the Companys decision to declare the nine claims comprising the Tiger Uranium Project as a Development Area under clause 6.4 of the MRDP agreement and to pay MRDP the sum of US$50,000.



On June 17, 2008, Portal received from MRDP notification of its rejection of Portals declaration of a Development Area.



On July 18, 2008, Portal received notification from MRDP of their declaration that the MRDP contract is null and void for failure to make the US$70,000 payment due July 10, 2008.



Portal has retained legal counsel in the matter and is of the opinion that the declaration of a Development Area on June 10, 2008 was valid and thus the MRDP contract is valid and in good standing. Portal is pursuing both legal avenues as well as negotiating with MRDP to resolve the dispute.

La Pampa Uranium

On April 20, 2007 Portal signed a letter agreement with Consolidated Pacific Bay Minerals Ltd. whereby Portal has an option to earn a 60% interest in a series of mining rights in Chubut province of Argentina.  Under the original terms of the agreement the Companys payment requirements are as follows:

|                            | US$             
|--------------------------- | ----------------
|On signing of the agreement | $  15,000 (paid)
|On or before April 20, 2008 | $  30,000       
|On or before April 20, 2009 | $  50,000       
|On or before April 20, 2010 | $  50,000       



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



|On or before April 20, 2008 | $    150,000
|--------------------------- | ------------
|On or before April 20, 2009 | $    400,000
|On or before April 20, 2010 | $    800,000
|On or before April 20, 2011 | $ 1,200,000 



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



88





PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







4.

UNPROVEN MINERAL RIGHTS, (Continued)



Slick Rock Uranium

On June 22, 2007, Portal signed a letter agreement whereby Portal has an option to earn a 60% interest in a approximately 419 hectares of private fee land and BLM claims in San Miguel County, Colorado, USA.  Under the terms of the agreement, in addition to the issuance of 100,000 common shares of the company, the Company must make cash payments totaling US$101,000 ($51,000 paid).



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



Portal has completed a drill program consisting of 18 holes for a total of 12,860 feet (3,920 meters).  The results were discouraging and no further work was warranted.  The property has been returned to the Vendor with no further commitments necessary on behalf of Portal.







89









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







5.

SHARE CAPITAL



Authorized

100,000,000 Common Shares without par value

100,000,000 Preferred shares issuable in series

Issued

|                                             | Number     | Amount     | Contributed surplus
|-------------------------------------------- | ---------- | ---------- | -------------------
|Balance  June 30, 2005                      | 10,798,943 | $2,969,461 | $180,493           
|                                             |            |            |                    
|Private placements                           | 9,390,000  | 6,144,250  | -                  
|On exercise of warrants                      | 384,471    | 346,024    | -                  
|On exercise of options                       | 166,400    | 55,954     | -                  
|Fair market value of stock options exercised | -          | 18,625     | (18,625)           
|Stock based compensation                     | -          | -          | 138,605            
|Finders fees                                 | 148,225    | 74,113     | -                  
|Share issue costs                            | -          | (431,302)  | -                  
|Balance  June 30, 2006                      | 20,888,039 | 9,177,125  | 300,473            
|                                             |            |            |                    
|Issued for resource property                 | 100,000    | 78,000     | -                  
|On exercise of warrants                      | 759,000    | 569,250    | -                  
|On exercise of options                       | 12,500     | 8,300      | -                  
|Fair market value of stock options exercised | -          | 3,681      | (3,681)            
|Stock based compensation                     | -          | -          | 340,206            
|Share issue costs                            | 0          | (12,438)   |                    
|Balance  June 30, 2007                      | 21,759,539 | 9,823,918  | 636,998            
|                                             |            |            |                    
|Private placement(i)                         | 7,887,000  | 5,126,550  | -                  
|On exercise of options                       | 5,000      | 2,600      | -                  
|Fair market value of stock options exercised | -          | 1,402      | (1,402)            
|Stock based compensation                     | -          | -          | 147,744            
|Finders fees                                 | -          | (151,997)  | -                  
|Share issue costs                            | -          | (42,312)   | -                  
|Balance  June 30, 2008                      | 29,651,539 | 14,760,161 | 783,340            





i)

On July 20, 2007, the Company completed a private placement for 7,887,000 units at $0.65 for gross proceeds of $5,126,550, with each unit consisting of one common share and one-half share purchase warrant.  By an extension to the expiry date, each whole share purchase warrant is exercisable at $0.85 until July 18, 2009.  Finders fees of $151,997 were paid on this placement.







90







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)



5.

SHARE CAPITAL, (Continued)



Stock-based Compensation

The Company has a stock option plan (the Stock Option Plan) which provides for equity participation in the Company by its directors, officers, employees and consultants through the acquisition of common shares pursuant to the grant of options to purchase common shares. On December 14, 2007, the maximum aggregate number of common shares reserved and authorized to be issued pursuant to options granted under the Stock Option Plan was amended from 3,133,205 to 4,447,730 common shares.



The exercise price for options granted under the Stock Option Plan is determined by committee upon grant provided the price is not less than the closing trading price on the day immediately preceding the date of grant, less any discounts permitted by the TSX Venture Exchange or such other stock exchanges on which the common shares are listed.  Options granted under the Stock Option Plan are subject to a minimum one year vesting schedule whereby 25% of each option will vest on each of the three month anniversaries of the date of grant, up to and including the end of the first year after such grant, or such other more restrictive vesting schedule as the administrator of the Stock Option Plan may determine.  Options are non-assignable and are exercisable for a period of up to five years from the date the option is granted, subject to earlier termination after certain events such as the optionees cessation of service to the Company or death.



The Company accounts for its grants in accordance with the fair value method of accounting for stock-based compensation.  For the year ended June 30, 2008, the Company recognized $ 147,744 (2007 - $340,206) in stock-based compensation for employees, directors and consultants.



The fair value of the options has been calculated using the Black-Scholes option-pricing model, based on the following assumptions:



|                                | 2008         |  | 2007           |  | 2006          
|------------------------------- | ------------ |  | -------------- |  | --------------
|                                |              |  |                |  |               
|Stock compensation              | $    147,744 |  | $      340,206 |  | $      138,606
|                                |              |  |                |  |               
|Risk-free interest rate         | 4.00%        |  | 3.4%  4.6%    |  | 3.4% -4%      
|Expected stock price volatility | 74%          |  | 49% - 76%      |  | 49% - 58%     
|Expected option life in years   | 1 year       |  | 3 years        |  | 3 years       
|Expected dividend yield         | Nil          |  | Nil            |  | Nil           



Option prices models require the input of highly subjective assumptions regarding the expected volatility and expected life. Changes in assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide the reliable measure of the fair value of the companys stock options at the date of grant.







91









PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







5.

SHARE CAPITAL, (Continued)



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



|                                           | 2008             | 2007             | 2006            
|------------------------------------------ | ---------------- | ---------------- | ----------------
|                                           |                  | Weighted
Average |                 
|                                           | Number
of shares | Exercise
Price   | Number
of shares
|Outstanding at beginning of period         | 2,766,100        | $0.54            | 1,219,700       
|Granted under plan                         | 100,000          | $0.32            | 1,576,400       
|Exercised                                  | (5,000)          | $0.52            | (12,500)        
|Forfeited or cancelled                     | (107,500)        | $0.63            | (17,500)        
|Outstanding at end of year                 | 2,753,600        | $0.54            | 2,766,100       
|                                           |                  |                  |                 
|Options vested and exercisable at year end | 2,750,000        | $0.54            | 1,142,200       



At June 30, 2008, the weighted average remaining life of the outstanding options is 2.63 years (June 30, 2007 - 3.47 years).



On January 19, 2008, the Company granted a consultant of the Company 100,000 stock options with an exercise price of $0.32. These options have a term of 1 year and vest in equal amounts every three months for 1 year. The fair value of these options was estimated at approximately $0.09 per option at grant date.



Stock options outstanding as at June 30, 2008 are as follows:



|Number    | Exercise
Price | Expiry
Date
|--------- | -------------- | -----------
|632,200   | $0.25          | 15-Mar-09  
|50,000    | $0.75          | 18-Jun-09  
|50,000    | $0.77          | 23-Dec-09  
|200,000   | $0.86          | 14-Apr-10  
|100,000   | $0.70          | 20-Jan-11  
|100,000   | $0.85          | 21-Mar-08  
|105,000   | $0.75          | 18-Oct-11  
|1,141,400 | $0.52          | 5-Dec-11   
|200,000   | $0.70          | 6-Jun-12   
|75,000    | $0.79          | 19-Jun-12  
|100,000   | $0.32          | 19-Dec-08  
|2,753,600 |                |            







92







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







5.

SHARE CAPITAL, (Continued)



Warrants



A summary of changes to warrants during the year are as follows:



| |                                  | 2008               | 2007                           
| | -------------------------------- | ------------------ | -------------------------------
| |                                  | Number of
warrants | Weighted
Average
Exercise Price
| |                                 
| | Outstanding at beginning of year | 1,317,500          | $1.25                          
| | Granted                          | 3,943,500          | $0.85                          
| | Exercised                        | -                  | -                              
| | Expired                          | (1,317,500)        | $1.25                          
| | Outstanding at end of year       | 3,943,500          | $0.85                          



Warrants outstanding as at June 30, 2008 are as follows:



|Number    | Exercise Price     | Expiry Date      
|--------- | ------------------ | -----------------
|3,943,500 | $             0.85 | July 18, 2009 (i)



(i) Effective July 17, 2008, the expiry date for these warrants was extended to July 18, 2009.





6.

COMMITMENTS



The Company has obligations under an operating lease for its corporate office that is in effect until February 28, 2013.  The remaining future minimum lease payments for the non-cancellable lease are:



|2009 | $82,205
|---- | -------
|2010 | $86,457
|2011 | $90,709
|2012 | $94,961
|2013 | $65,197



7.

RELATED PARTY TRANSACTIONS



Payments to related parties were made in the normal course of operations and were valued at fair value as determined by management.  Amounts due to or from related parties are unsecured, non-interest bearing and due on demand.





93







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







7.

RELATED PARTY TRANSACTIONS, (Continued)



For the years ended June 30, 2008 and 2007

During the year ended June 30, 2008, $35,939 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at June 30, 2008, $34 (2007 - $Nil) was receivable from this public company.



During the year ended June 30, 2008, $27,095 (2007 - $Nil) was charged to another private company with certain directors in common with the Company for administrative fees and rent. As at June 30, 2008, $806 (2007 - $Nil) was receivable from this private company.



During the year ended June 30, 2008, $27,060 (2007 - $Nil) was charged to a private company with certain directors in common with the Company for administrative fees and rent. As at June 30, 2008, $18 (2007 - $Nil) was receivable from this private company.



During the year ended June 30, 2008, $3,605 (2007 - $Nil) was charged to a public company with a director in common with the Company for rent.  As at June 30, 2008, $24 (2007 - $Nil) was receivable from this public company.



During the year ended June 30, 2008 the Company paid or accrued to pay a private company with a director in common with the Company an aggregate of $ 5,674 (2007 - $1,219) for fees and expenses.  As at June 30, 2008, the Company owed this private company an aggregate of $Nil (2007 - $Nil).





8.

INCOME TAXES



The Company follows the liability method based on the accounting recommendations for income taxes issued by the Canadian Institute of Chartered Accountants.  Under the liability method future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet and their corresponding tax values, using tax rates anticipated to apply in the periods when the differences between the carrying amounts and tax values are expected to reverse.  Future income tax assets can also result from unused loss carry-forwards and other deductions.  The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.



A reconciliation of income taxes at statutory rates with reported taxes is as follow:



| |                                                                         | 2008                   | 2007                
| | ----------------------------------------------------------------------- | ---------------------- | --------------------
| | Loss before income taxes                                                | $  (3,288,433)         | $  (1,877,224)      
| |                                                                         |                        |                     
| | Expected income taxes (recovery)                                        | $  (1,019,414)         | $     (640,133)     
| | Non-deductible (deductible) expenses for tax purposes                   | 641,662                | 330,393             
| | Unrecognized benefit on non-capital losses and exploration
expenditures | 377,752                | 309,740             
| | Total income taxes (recovery)                                           | $                    - | $                  -





94





PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







8.

INCOME TAXES, (Continued)



The significant components of the Companys future income tax assets are as follows:



| |                                                     | 2008             | 2007              
| | --------------------------------------------------- | ---------------- | ------------------
| | Future income tax assets                            |                  |                   
| | Non-capital loss carryforwards                      | $   989,085      | $      879,096    
| | Exploration expenditures                            | 336,993          | 338,950           
| | Share issue costs                                   | 92,551           | 103,488           
| | Equipment                                           | 10,289           | 10,856            
| | Future income tax assets before valuation allowance | 1,428,918        | 1,332,390         
| | Less: valuation allowance                           | (1,428,918)      | (1,332,390)       
| | Net future income tax assets                        | $              - | $                -



The Company has incurred losses for Canadian income tax purposes of approximately $3.73 million, expiring in various periods from 2009 to 2028, which can be carried forward to reduce taxable income in future years.















95











PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







9.

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



Under Canadian GAAP for junior mining exploration companies, mineral exploration expenditures can be deferred on prospective mineral rights until such time as it is determined that further exploration work is not warranted, at which time the mineral right costs are written-off. Under U.S. GAAP, all exploration expenditures are expensed until an independent feasibility study has determined that the mineral rights are capable of economic commercial production. The following items (a) to (g) provide a summary of the impact of these financial statements that would result from the application of U.S. accounting principles to deferred mineral rights.



|                                                   | Years ended
|-------------------------------------------------- | -----------
|                                                   |            
|                                                   |            
|a)Assets                                           |            
|Unproven Mineral Rights Costs                      |            
|Unproven mineral rights costs under Canadian GAAP: |            
|Less unproven mineral rights costs                 |            
|Unproven mineral rights costs under U.S. GAAP      |            



|b)  Operations                                                |               |  |              |  |             
|------------------------------------------------------------- | ------------- |  | ------------ |  | ------------
|Net loss under Canadian GAAP                                  | $(3,288,433)  |  | $(1,877,224) |  | $(1,094,757)
|Unproven mineral rights costs expensed under U.S. GAAP        | 717,764       |  | (3,080,517)  |  | (1,058,659) 
|                                                              |               |  |              |  |             
|Net loss under U.S. GAAP                                      | $(2,570,669)  |  | $(4,957,741) |  | $(2,153,416)
|                                                              |               |  |              |  |             
|c)  Deficit                                                   |               |  |              |  |             
|Closing deficit under Canadian GAAP                           | $(7,305,178)  |  | $(4,016,745) |  | $(2,139,521)
|Adjustment to deficit for accumulated unproven mineral rights |               |  |              |  |             
|expensed under U.S. GAAP, net of income items                 | (4,965,595)   |  | (5,683,359)  |  | (2,602,842) 
|                                                              |               |  |              |  |             
|Closing deficit under U.S. GAAP                               | $(12,270,773) |  | $(9,700,104) |  | $(4,742,363)



|d)  Cash Flows  Operating Activities                           |              |  |              |  |             
|--------------------------------------------------------------- | ------------ |  | ------------ |  | ------------
|Cash applied to operations under Canadian GAAP                  | $(1,580,724) |  | $(1,704,195) |  | $(814,695)  
|Add net loss following Canadian GAAP                            | 3,288,433    |  | 1,877,224    |  | 1,094,757   
|Add non cash unproven mineral rights expensed under
U.S. GAAP   | (239,553)    |  | 347,551      |  | -           
|                                                                |              |  |              |  |             
|Less net loss under U.S. GAAP                                   | (2,570,669)  |  | (4,957,741)  |  | (2,153,416) 
|Less unproven mineral rights costs expensed under Canadian GAAP | (1,782,804)  |  | -            |  | (80,130)    
|Cash applied to operations under U.S. GAAP                      | $(2,885,317) |  | $(4,437,161) |  | $(1,953,484)
|                                                                |              |  |              |  |             
|e)  Cash Flows  Investing Activities                           |              |  |              |  |             
|Cash applied under Canadian GAAP                                | $(4,176,496) |  | $(2,816,215) |  | $(1,149,214)
|Less non cash unproven mineral rights expensed under US GAAP    | 239,553      |  | (347,551)    |  | -           
|                                                                |              |  |              |  |             
|Add unproven mineral right costs expensed under U.S. GAAP       | 1,065,040    |  | 3,080,517    |  | 1,138,789   
|Cash applied under U.S. GAAP                                    | $(2,871,903) |  | $(83,249)    |  | $(10,425)   







96







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







9.

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



Other Differences Between Canadian and U.S. GAAP



f)

Stockholders Equity

Common Stock

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



g)

Loss per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share calculations.  Diluted loss per share is not presented as it is anti-dilutive.



|                                                        |  | Years ended
June 30,
|------------------------------------------------------- |  | --------------------
|                                                        |  | 2008                
|                                                        |  | $                   
|                                                        |  |                     
|Numerator: Net loss for the year under U.S. GAAP        |  | (2,570,669)         
|Denominator: Weighted-average number of shares under    |  |                     
|Canadian and U.S. GAAP                                  |  | 29,322,706          
|                                                        |  |                     
|                                                        |  |                     
|Weighted-average number of shares under U.S. GAAP       |  | 29,322,706          
|                                                        |  |                     
|Basic and fully diluted loss per share under U. S. GAAP |  | $ (0.09)            



10.

SUBSEQUENT EVENTS



On September 2, 2008, the Company entered into an agreement with Claremont Nevada Mines, Scoonover Exploration and JR Exploration to acquire three properties located in the Walker Lane Belt and Battle Mountain/Eureka Trend in Nevada, USA.



On October 7, 2008, the Company granted 1,095,000 stock options to directors and employees.





97







PORTAL RESOURCES LTD.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2008, 2007 and 2006

(stated in Canadian dollars)







11.

SEGMENTED INFORMATION



The Company operates in a single reportable operating segment, being exploration and development of mineral properties.



Summarized financial information for the geographic segments the Company operates in are as follows:



| |                            | Canada         | USA                  | Argentina      | Total       
| | -------------------------- | -------------- | -------------------- | -------------- | ------------
| | As at June 30, 2008
Assets | $    4,817,647 | $                  - | $    3,502,172 | $   8319,819
| | As at June 30, 2007
Assets | $    2,787,095 | N/A                  | $    4,220,382 | $  7,007,477





| |                                                    | Canada         | USA           | Argentina       | Total       
| | -------------------------------------------------- | -------------- | ------------- | --------------- | ------------
| | For the year ended June 30, 2008
Loss for the year | $    1,700,802 | $     138,098 | $    1,449,533  | $  3,288,433
| | For the year ended June 30, 2007
Loss for the year | $    1,199,088 | N/A           | $       678,136 | $  1,877,224











98











Signature Page



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Portal Resources Ltd.

Registrant



|Dated: January 14, 2009 | Signed: /s/   David Hottman               
|----------------------- | ------------------------------------------
|                        | David Hottman,
President, CEO and Chairman





































99

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