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

FORM 20-F/A(Amendment No. 1)

(Mark One)

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

OR

[   ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934                        For the fiscal year ended
________________________________

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 _______________

Commission file number ________________

BRIDGEPORT VENTURES INC.(Exact name of Registrant as specified in its charter)

N/A(Translation of Registrants name into English)

Ontario(Jurisdiction of incorporation or
organization)

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

Hugh Snyder, phone (416) 350-2356, fax (416) 350-3510, Hugh.snyder@sympatico.ca(Name, Telephone, E-mail and/or Facsimile number and Address of Company
Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act: Common Shares, without par value(Title of
Class)

1

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Securities registered or to be registered pursuant to Section
12(g) of the Act: None

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
issuers classes of capital or common stock as of the close of the period
covered by the annual report.28,041,000

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

If this report is an annual or 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 ___             No ___

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 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 90 days. 
Yes ___             No X

Indicate by check mark whether the registrant has submitted
electronically and posted on its Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). 
Yes ___             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. (Check one):

|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 by the International Accounting Standards Board ___ | Other X
|------------- | --------------------------------------------------------------------------------------------------------------- | -------

If Other has been checked in response to the previous
question, 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 ___

2

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BRIDGEPORT VENTURES INC. FORM 20-F/A REGISTRATION
STATEMENT TABLE OF CONTENTS

|Part I    |                                                                                    |         
|--------- | ---------------------------------------------------------------------------------- | --------
|          |                                                                                    | **Page**
|          |                                                                                    |         
|Item 1.   | Identity of Directors, Senior Management and
      Advisers                        | 8       
|Item 2.   | Offer Statistics and Expected
      Timetable                                      | 8       
|Item 3.   | Key Information                                                                    | 9       
|Item 4.   | Information on the Company                                                         | 20      
|Item 4A.  | Unresolved Staff Comments                                                          | 67      
|Item 5.   | Operating and Financial Review
      and Prospects                                 | 67      
|Item 6.   | Directors, Senior Management and Employees                                         | 75      
|Item 7.   | Major Shareholders and Related
      Party Transactions                            | 79      
|Item 8.   | Financial Information                                                              | 81      
|Item 9.   | The Offer and Listing                                                              | 82      
|Item 10.  | Additional Information                                                             | 82      
|Item 11.  | Quantitative and Qualitative
      Disclosures About Market Risk                   | 93      
|Item 12.  | Description of Securities Other than Equity
      Securities                       | 93      
|          |                                                                                    |         
|          |                                                                                    |         
|Part II   |                                                                                    |         
|          |                                                                                    |         
|Item 13.  | Defaults, Dividend Arrearages
      and Delinquencies                              | 93      
|Item 14.  | Material Modifications to the Rights of
      Security Holders and Use of Proceeds | 93      
|Item 15.  | Controls and Procedures                                                            | 93      
|Item 16.  | [Reserved]                                                                         | 93      
|Item 16A. | Audit Committee Financial
      Expert                                             | 93      
|Item 16B. | Code of Ethics                                                                     | 94      
|Item 16C. | Principal Accountant Fees and
      Services                                       | 94      
|Item 16D. | Exemptions from the Listing Standards for Audit
      Committees                   | 94      
|Item 16E. | Purchases of Equity Securities
      by the Issuer and Affiliated Purchasers       | 94      
|Item 16F. | Changes in Registrants Certifying Accountant                                      | 94      
|          |                                                                                    |         
|          |                                                                                    |         
|Part III  |                                                                                    |         
|          |                                                                                    |         
|Item 17.  | Financial Statements                                                               | 94      
|Item 18.  | Financial Statements                                                               | 95      
|Item 19.  | Exhibits                                                                           | 95      

3

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GLOSSARY OF TECHNICAL TERMS

Agrillite means a sedimentary rock composed of compacted
mud and clay particles.

Assay means the quantitative test of minerals and ore by
chemical and/or fire assay techniques.

Breccia means a coarse-grained clastic rock, composed of
angular broken rock fragments held together by a mineral cement or in a
fine-grained matrix.

Clastic means pertaining to a rock or sediment composed
principally of broken fragments that are derived from pre-existing rocks or
minerals and that have been transported some distance from their places of
origin; also said of the texture of such a rock.

Conglomerates means a coarse-grained clastic sedimentary
rock, composed of rounded to subangular fragments, set in a fine-graned matrix.

Cretaceous means a geological period between 66 and 135
million years ago and which identifies the formation date of strata.

Gangue means the valueless rock or mineral aggregates in
an ore.

Hydrothermal Alteration means the chemical and
mineralogical changes in rock brought about by the addition or removal of
materials by hydrothermal fluids (for example, silicification).

Igneous means a rock or mineral that solidified from
molten or partly molten material.

Intrusive means a rock formed by the process of
emplacement of magma in pre-existing rock.

Lithology means the description of rocks on the basis of
such characteristics as color, mineralogic composition, and grain size.

Magma means naturally occurring mobile rock material,
generated within the earth and capable of intrusion and extrusion and from which
igneous rocks are thought to have been derived through solidification and
related processes.

McCart Property means the property comprised of five
mineral claims totalling approximately 534 hectares located in McCart Township,
Porcupine Mining Division, Ontario known as the McCart Property, in which
Bridgeport Ventures Inc. (the Corporation) holds a 100% interest, subject to a
2% NSR with respect to two such mineral claims and a 1% NSR with respect to
three such mineral claims.

McCart Report means the technical report dated July 20,
2009 entitled A Report to NI 43-101 Standards on the McCart Property, Ontario,
Canada for Bridgeport Ventures Inc. and prepared by Kevin Montgomery, M.Sc.(A),
P. Geo., for the Corporation in respect of the McCart Property in compliance
with NI 43-101.

Mineral Deposit means a deposit of mineralization which
may or may not be ore, the determination of which requires a comprehensive
feasibility study. A mineral deposit usually has been intersected by sufficient
closely spaced drill holes and/or underground sampling to support sufficient
tonnage and average grade of metal(s) tow arrant further exploration and
development work.

Mineralized Material means a mineralized body which has
been delineated by appropriately spaced drilling and/or underground sampling to
support an estimate of size by tonnage and average grade of metals. Such a
deposit does not qualify as ore or a reserve, which would require a
comprehensive feasibility evaluation based upon unit cost, grade, recoveries,
and other factors relating to engineering, legal, financial and economic
feasibility.

Mineral Reserve means the economically mineable part of
a Mineral Resource classified as measured or indicated demonstrated by at
least a preliminary feasibility study. Mineral Reserves can be classified into
proven and probable categories.

Mineral Resource means a concentration or occurrence of
natural, solid, inorganic or fossilized organic material in or on the Earths crust in such form and quantity and of such a
grade or quality that it has reasonable prospects for economic extraction. The
location, quantity, grade, geological characteristics and continuity of a
Mineral Resource are known, estimated or interpreted from specific geological
evidence and knowledge. Mineral Resources are subdivided, in order of increasing
geological confidence, into Inferred, Indicated and Measured categories.

4

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Molybdenum means a hard, silvery metal used in steel and
nickel alloys.

NI 43-101 means National Instrument 43-101  Standards
of Disclosure for Mineral Projects of the Canadian Securities Administrators.

NSR means net smelter return royalty.

Ore means a mineral or aggregate of minerals more or
less mixed with gangue which can be profitably mined given economic
circumstances at the time. The Corporation does not own any interest in
properties where the mineralization has been determined to be ore.

Oxide means mineral from which sulphur has been
partially or completely removed by the action of surface water and oxygen.

Plan means the stock option plan of the Corporation
which received shareholder approval on December 18, 2007.

Porphyritic means pertaining to or resembling porphyry.

Porphyry means an igneous rock containing conspicuous
crystals or phenocrysts in a fine-grained groundmass; type of mineral deposit in
which ore minerals are widely disseminated, generally of low grade but large
tonnage.

Pyrite means a very common iron sulphide mineral often
associated with gold and other economic mineral deposits.

Pyroclastic means type of fragmented rock formed by
volcanic explosion or aerial expulsion.

Pyrrhotite means an iron sulphide mineral, sometimes
magnetic. Less widespread than pyrite, often associated with nickel and copper
deposits.

Rhyolite means an extrusive igneous (volcanic) rock with
phenocrysts of quartz and alkalic feldspar, commonly of porphyritic texture.

Rosario Propertymeans the property comprised of 551
hectares known as the Rosario property located in Region III of Chile near the
mining centre of Copiapo, in which Rio Condor holds the right to acquire a 100%
interest subject to certain underlying royalties.

Rosario Report means the technical report dated November
27, 2009 as revised December 4, 2009 entitled Summary Report on the Rosario
Copper-Gold Project, Region III, Atacama, Chile and prepared by Matthew Gray,
Ph.D, C.P.G. for the Corporation in respect of the Rosario Property in
compliance with NI 43-101.

Sedimentary means rock formed of sediment, as
conglomerate, sandstone and shale, formed of fragments of other rock transported
from their sources and deposited in water; rocks formed by precipitation from
solution as rock salt or gypsum or non-organic secretions of organisms, e.g.,
most limestone.

Strata means a tabular or sheet-like body of sedimentary
rock.

Sulphide means a group of minerals consisting of metals
combined with sulphur; common metallic ores. (or Sulfide)

Vein means a tabular or sheet-like mineral deposit with
identifiable walls, often filling a fracture or fissure

Wallrock means the rock forming the walls of a vein or
other mineral deposit.

5

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NOTE TO U.S. READERS  DIFFERENCES REGARDING THE DEFINITIONS
OF RESOURCE AND RESERVE ESTIMATES IN THE UNITED STATES AND CANADA

|Mineral Reserve  | Under United States standards, a mineral reserve is
      defined as a part of a mineral deposit which could be economically and
      legally extracted or produced at the time the mineral reserve
      determination is made, where:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 | reserve means that part of a mineral deposit which can
      be economically and legally extracted or produced at the time of the
      reserve determination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                 | economically implies that profitable extraction or
      production has been established or analytically demonstrated to be viable
      and justifiable under reasonable investment and market assumptions; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                 | while legally does not imply that all permits needed
      for mining and processing have been obtained or that other legal issues
      have been completely resolved, for a reserve to exist, there should be a
      reasonable certainty based on applicable laws and regulations that
      issuance of permits or resolution of legal issues can be accomplished in a
      timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                 | Mineral reserves are categorized as follows on the basis
      of the degree of confidence in the estimate of the quantity and grade of
      the deposit.Under United States standards, proven or measured reserves are defined
      as reserves for which (a) quantity is computed from dimensions revealed in
      outcrops, trenches, workings or drill holes, grade and/or quality are
      computed from the results of detailed sampling and (b) the sites for
      inspection, sampling and measurement are spaced so closely and the
      geographic character is so well defined that size, shape, depth and
      mineral content of reserves are well established.Under United States
      standards, probable reserves are defined as reserves for which quantity
      and grade and/or quality are computed from information similar to that of
      proven reserves (under United States standards), but the sites for
      inspection, sampling, and measurement are further apart or are otherwise
      less adequately spaced. The degree of assurance, although lower than that
      for proven mineral reserves, is high enough to assume continuity between
      points of observation.
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Mineral Resource | While the terms mineral resource, measured mineral
      resource, indicated mineral resource, and inferred mineral resource
      are recognized and required by Canadian regulations, they are not defined
      terms under standards in the United States. As such, information contained
      in this report concerning descriptions of mineralization and resources
      under Canadian standards may not be comparable to similar information made
      public by U.S. companies subject to the reporting and disclosure
      requirements of the Securities and Exchange Commission. Indicated mineral
      resource and inferred mineral resource have a great amount of
      uncertainty as to their existence and a great uncertainty as to their
      economic and legal feasibility. It cannot be assumed that all or any part
      of an indicated mineral resource or inferred mineral resource will
      ever be upgraded to a higher category. Investors are cautioned not to
      assume that any part or all of mineral deposits in these categories will
      ever be converted into reserves.                                                                           

6

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FORWARD-LOOKING STATEMENTS

This Registration Statement contains certain forward-looking
statements. Readers can identify these forward-looking statements by the use of
words such as "expect", "anticipate", "estimate", "believe", "may", "potential",
"intends", "plans" and other similar expressions or statements that an action,
event or result "may", "could" or "should" be taken, occur or be achieved, or
the negative thereof or other similar statements. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors
which may cause the Corporations actual results, performance or achievements,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by these forward-looking
statements. Such statements include, but are not limited to: (i) the
Corporations belief on the basis of the McCart Report that the McCart Property
is prospective for nickel ("Ni"); (ii) the Corporations plan to target certain
types of properties for acquisition and exploration, including properties which
are prospective for gold ("Au") and Ni resources; the Corporations anticipation
that, as its stable of properties grows, that there will be a greater emphasis
placed on the exploration of such properties, with the long-term goal of
developing the properties and achieving commercial production; (iii) the
possibility that the Corporation may enter into partnerships in order to fully
exploit the production potential of its exploration assets; (iv) the possibility
that the Xstrata Kidd Metallurgical Site might be available to process potential
Ni ore from the McCart Property thereby obviating the need of the Corporation to
build a mill at such property; (v) the possibility that there is excess base
metal capacity at the Xstrata Kidd Metallurgical Site that would be available to
the Corporation should an economic base metals deposit be discovered on the
McCart Property; (vi) managements belief that the Corporations cash is
sufficient to meet its general and administrative expenditures for fiscal 2010
at current operating levels; (vii) the Corporations intended use of cash for
funding of its general and administrative expenditures and funding its
investment activities; (viii) managements belief that the Corporation has
sufficient funds to finance operations with respect to the McCart Property and
the Rosario Property for the 18 month period ending in the second quarter of
fiscal 2011; (ix) the estimated costs of Phase 1 and Phase 2 with respect to the
McCart Property; and (x) the Corporations intent to enter into a definitive
agreement to grant an option to China Opportunity Inc. to acquire up to a 70%
interest in its McCart Property. These other factors include, among others, the
following: capital expenditures, operating costs, mineral resources, recovery
rates, grades and prices; business strategies and measures to implement such
strategies; competitive strengths; estimated goals; expansion and growth of the
business and operations; plans and references to the Corporations future
successes; the Corporations history of operating losses and uncertainty of
future profitability; risks related to the Corporations ability to continue as
a going concern; the Corporations status as an exploration stage corporation;
the Corporations lack of mineral reserves; the hazards associated with mining
construction and production; compliance with environmental laws and regulations;
risks associated with obtaining permits; risks associated with current variable
economic conditions; the possible impact of future financings; the possibility
for adverse results in potential litigation; uncertainties associated with
changes in government policy and regulation; the effectiveness of the
Corporations management and its strategic relationships; risks associated with
the Corporations ability to attract and retain key personnel; risks related to
the fact that the Corporations officers do not devote all of their time to the
Corporations business; uncertainties regarding the Corporations need for
additional capital; uncertainties relating to the Corporations status as a non-U.S.
corporation; uncertainties related to the volatility of the Corporations share
price and trading volumes; risk associated with the Corporations shares being
adversely affected by the penny stock rules; ability to enforce civil
liabilities under U.S. securities laws outside the United States; risks
associated with the Corporations possible status as a "passive foreign
investment corporation" under the applicable provisions of the U.S. Internal
Revenue Code of 1986, as amended; risks related to the fact that the
Corporations operations may require the approval of aboriginal peoples in the
future, and other risks and uncertainties described under the heading "Risk
Factors" of this Registration Statement.

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      
|metres                       | feet                     | 3.281      
|kilometres                   | miles                    | 0.621      
|tonnes                       | tons
      (2000 pounds) | 1.102      

7

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS

1.A. Directors and Senior Management

The Corporations current directors and officers are listed
below.

Name
    Business Address
    Position with CompanyHugh Snyder
    36 Toronto Street, Suite 1000 Toronto,
      Ontario M5C 2C5
    Chairman and Chief Executive OfficerJohn McBride
    36 Toronto Street, Suite 1000 Toronto,
      Ontario M5C 2C5
    DirectorJon North
    36 Toronto Street, Suite 1000 Toronto,
      Ontario M5C 2C5
    DirectorWolf Seidler
    36 Toronto Street, Suite 1000 Toronto,
      Ontario M5C 2C5
    DirectorCarmelo Marrelli
    500  360 Bay Street Toronto, Ontario M5H
      2V6
    Chief Financial Officer


1.B. Advisers

Legal counsel  Cassels Brock & Blackwell LLP 2100
Scotia Plaza, 40 King Street West Toronto, Ontario M5H 3C2

1.C. Auditors

McGovern, Hurley, Cunningham, LLP 300 - 2005 Sheppard
Avenue East, Toronto, Ontario, M2J 5B4

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

8

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ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

The selected financial data below is presented in accordance
with Canadian generally accepted accounting principles.

As at April 30, 2009 (in
      Cdn$) (Audited)
    As at April 30, 2008 (in
      Cdn$) (Audited)Total Current Assets
    $113,189
    $295,619


Interest in Mineral Property and Deferred Exploration
      Expenditures
    $165,932
    $135,000Total Current
      Liabilities
    $29,926
    $8,972Capital Stock
    $367,100
    $367,100Total Shareholders Equity, 7,895,000 common shares
      outstanding as of each of April 30, 2009 and 2008
    $233,995
    $357,847Year Ended April 30, 2009 (in
      Cdn$) (Audited)
    Period from incorporation on May
      10, 2007 to April 30, 2008 (in Cdn$)
      (Audited)Revenue
    -
    -Net loss
    $123,852
    $9,253Net loss per share, basic
    $0.02
    $0.00


As at January 31, 2010 (in
      Cdn$) (Unaudited)
    As at January 31, 2009 (in
      Cdn$) (Unaudited)Total Current
      Assets
    $12,223,990
    $120,463Interest in Mineral Property and Deferred Exploration
      Expenditures
    $3,411,706
    $318,876Total Current
      Liabilities
    $192,824
    $17,610Capital Stock
    $11,798,289
    $367,100Total Shareholders Equity, 28,030,000 and 7,895,000 common
      shares outstanding as of January 31, 2010 and 2009, respectively
    $15,008,128
    $357,929Nine months ended January 31,
      2010 (in Cdn$) (Unaudited)
    Nine months ended January 31,
      2009 (in Cdn$) (Unaudited)Revenue
    $5,059
    $4,410Net (loss) income
    $(1,095,080)
    $82Net (loss) income per share, basic and diluted
    $(0.08)
    $0.00


9

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Exchange Rates

Unless otherwise indicated, all monetary references herein are
denominated in Canadian Dollars. References to $ or Dollars or Cdn$ are to
Canadian Dollars and references to US$ or U.S. Dollars are to United States
Dollars.

The following tables set forth, (i) for the two fiscal years
ended April 30, 2008 and 2009 and the interim periods from May 1, 2009 through July 31, 2009,
August 1, 2009 through October 31, 2009 and November 1, 2009 through January 31,
2010, the average rate of exchange for the Canadian dollar, expressed in U.S.
dollars, calculated by using the average of the exchange rates on the last day
for which data is available for each month during such periods; and (ii) the
high and low exchange rate during the previous six months, in each case based on
the Bank of Canada noon rate of exchange.

The average rate, calculated by using the average of the
exchange rates on the last day of each month during the period, is set out for
each of the periods indicated in the table below.

Quarter Ended
    Year Ended April 30,January 31, 2010
    October 31, 2009
    July 31, 2009
    2009
    2008Average for Period (US$)
    $0.9467
    $0.9242
    $0.8998
    $0.8767
    $0.9841


The high and low exchange rates for each month during the
previous six months are as follows:

Month EndedMay2010
    April 2010
    March
    2010
    February 2010
    January 2010
    December 2009High for Period (US$)
    $0.9868
    $1.0039
    $0.9888
    $0.9597
    $0.9755
    $0.9611Low for Period (US$)
    $0.9278
    $0.9803
    $0.9596
    $0.9316
    $0.9384
    $0.9334


As of April 30, 2009, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$0.8375 (US$1.00 = Cdn$1.1940).

As of June15, 2010, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$0.9720 (US$1.00 = Cdn$1.0288)

The financial statements of the Corporation are prepared in
accordance with Canadian generally accepted accounting principals (Canadian GAAP).

3.B. Capitalization and Indebtedness

The table below sets forth the capitalization of the
Corporation as of January 31, 2010. The Corporation does not have any
outstanding long-term debt.

|Shareholders Equity:                           |   |            |  
|----------------------------------------------- | - | ---------- | -
|Common Shares, no par value;                    |   |            |  
|unlimited common shares authorized              |   |            |  
|28,030,000 common shares issued and outstanding | $ | 11,798,289 |  
|(Deficit)                                       | $ | (1,228,185 | )
|Net Shareholders Equity                        | $ | 15,008,128 |  
|                                                |   |            |  
|TOTAL CAPITALIZATION                            |   |            |  
|Stock Options Outstanding                       |   | 2,325,000  |  
|Share Purchase Warrants Outstanding             |   | 19,696,200 |  

10

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3.C. Reasons for the Offer and Use Of Proceeds

Not applicable.

3.D. Risk Factors

The Corporation operates in a dynamic and rapidly changing
environment that involves numerous risks and uncertainties. The risks described
below should be considered carefully when assessing an investment in the
Corporations common shares. The occurrence of any of the following events could
harm the Corporation. If these events occur, the trading price of the
Corporations common shares could decline, and shareholders may lose part or
even all of their investment.

The Corporations exploration and development activities
are subject to certain operating risks.

Mining exploration and development operations generally involve a high degree of risk. The
Corporations operations are subject to all the hazards and risks normally
encountered in the exploration, development and production of Ni, copper (Cu),
precious metals and other minerals, including unusual and unexpected geologic
formations, seismic activity, rock bursts, cave-ins, flooding and other
conditions involved in the drilling and removal of material, any of which could
result in damage to, or destruction of, mines and other producing facilities,
damage to life or property, environmental damage and possible legal liability.
Milling operations are subject to hazards such as equipment failure or failure
of retaining dams around tailings disposal areas which may result in
environmental pollution and consequent liability.

The Corporation may not discover or produce commercial
quantities of minerals and may not achieve profitable operations in the
future.

The exploration for and development of mineral deposits
involves significant risks which even a combination of careful evaluation,
experience and knowledge may not eliminate. While the discovery of a
mineral-bearing structure may result in substantial rewards, few properties
which are explored are ultimately developed into producing mines.

Major expenses may be required to locate and establish mineral
reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is impossible to ensure that the
exploration or development programs planned by the Corporation will result in a
profitable commercial mining operation. Whether a Ni, Cu or other mineral
deposit will be commercially viable depends on a number of factors, some of
which are: the particular attributes of the deposit, such as quantity and
quality of mineralization and proximity to infrastructure; mineral prices which
are highly cyclical; and government regulations, including regulations relating
to prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result in the
Corporation not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the
Corporation towards the search and evaluation of Ni, Cu or other minerals will
result in discoveries of commercial quantities of Ni, Cu or other minerals.

Limited exploration has been conducted by the Corporation on
these properties to date. No Mineral Resources or Mineral Reserves have been
identified with respect to any of the Corporations property interests to date
and there is no certainty that the expenditures made by the Corporation towards
the search and evaluation of mineral occurrences will result in discoveries of commercial quantities of Ni, Cu
or other minerals. The Corporation may expend substantial funds in exploring its
properties only to abandon them and lose its entire expenditure on the
properties if no commercial or economic quantities of minerals are found.

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In addition, even in the event of the successful completion by
the Corporation of initial exploration programs on its properties, there is no
assurance that the results of such exploration will warrant the completion of
further exploration of such properties and the properties might not be brought
into a state of commercial production. The Corporation is an exploration stage
company with no history of pre-tax profit and no income from its operations.
There can be no assurance that the Corporations operations will be profitable
in the future. Most exploration projects do not result in the discovery of
commercially mineable deposits and no assurance can be given that any particular
level of recovery of mineral reserves will in fact be realized or that any
identified mineral deposit will ever qualify as a commercially mineable (or
viable) mineral deposit that can be legally and economically exploited. There
can be no assurance that minerals recovered in small-scale tests will be
duplicated in large-scale tests under on-site conditions or in production.

In such circumstances, the Corporation may be required to
acquire and focus its operations on one or more additional mineral properties.
There can be no assurance that any such additional mineral properties will be
available for acquisition by the Corporation or that, if available, the terms of
acquisition will be favourable to the Corporation.

The Corporation does not own certain of its properties
but is required to make payments to earn its interest.

If the Corporation is unable to make the required outlays, its
entire investment could be lost. Certain of the Corporations properties,
including the Rosario Property, are currently held under option. The Corporation
has no ownership interest in these properties until it meets, where applicable,
all required cash payments. If the Corporation is unable to fulfill the
requirements of these option agreements, it is likely that it would be
considered in default of the agreements and the option agreements could be
terminated, resulting in the complete loss of all expenditures including the
payments made on the properties to that date.

The Corporation has a history of losses and expects
losses to continue for the foreseeable future. As a result, it will require
additional equity financings, which will cause dilution to the interests of
existing shareholders.

The Corporation has limited financial resources and has no
operating cash flow. As of the quarter ended January 31, 2010, the Corporation
had incurred accumulated losses totalling $1,720,415 under United States
generally accepted accounting principles (U.S. GAAP). The continued
exploration efforts will require additional capital to help maintain and expand
exploration on the Corporations principal exploration properties. Additionally,
if the Corporation decides to proceed with a feasibility study on any of its
primary properties, substantial additional funds will be required to complete
the study as well as to complete the acquisition of the projects held under
option agreements. Late in fiscal year 2008, resulting from the on-going credit
crisis centered in the United States, many economies including that of Canada
went into a recession. This recession has impacted investor confidence and this
has effectively reduced the availability of risk capital. The Corporation has
traditionally been required to raise funds through the sale of its common shares
and has no current plans to obtain financing through means other than equity
financing. However, due to the current economic conditions, the Corporation may
not be able to obtain additional equity financing on reasonable terms, if at
all. If the Corporation is unable to obtain sufficient financing in the future,
it might have to dramatically slow exploration efforts and/or lose control of
its projects. If equity financing is required, then such financings could result
in significant dilution to the interests of existing or prospective
shareholders. These financings may be on terms less favourable to the
Corporation than those obtained previously.

The Corporations ability to continue as a going concern is dependent on
raising additional capital, which it may not be able to do on favorable terms,
or at all.

The Corporation will need to raise additional capital to
support its continuing operations. The Corporation can provide no assurance that
additional funding will be available on a timely basis, on terms acceptable to
the Corporation, or at all. If the Corporation is unsuccessful raising
additional funding, its business may not continue as a going concern. Even if
the Corporation does find additional funding sources, it may be required to
issue securities with greater rights than those currently possessed by holders
of its common shares. The Corporation may also be required to take other actions
that may lessen the value of its common shares or dilute its common
shareholders, including borrowing money on terms that are not favorable to the
Corporation or issuing additional equity securities. If the Corporation
experiences difficulties raising money in the future, its business and liquidity
will be materially adversely affected.

The Corporation currently relies on a limited number of
properties.

The principal property interests of the Corporation are
currently its interest in the properties known as the McCart Property and the
Rosario Property. As a result, unless the Corporation acquires additional
property interests, any adverse developments affecting the McCart Property or
the Rosario Property could have a material adverse effect upon the Corporation
and could materially and adversely affect the potential mineral resource
production, profitability, financial performance and results of operations of
the Corporation.

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The Corporation is subject to certain uninsured risks
which may result in losses and have a material adverse effect upon the financial
performance and results of operations of the Corporation.

The Corporations business is subject to a number of risks and
hazards generally, including adverse environmental conditions, industrial
accidents, labour disputes, unusual or unexpected geological conditions, ground
or slope failures, cave-ins, changes in the regulatory environment and natural
phenomena such as inclement weather conditions, floods, fire and earthquakes.
Such occurrences could result in damage to mineral properties or production
facilities, personal injury or death, environmental damage to the Corporations
properties or the properties of others, delays in mining, monetary losses and
possible legal liability.

The Corporation currently maintains only general liability and
director and officer insurance but no insurance against its properties or
operations. Although the Corporation may in the future maintain additional
insurance to protect against certain risks in such amounts as it considers to be
reasonable, its insurance will not cover all the potential risks associated with
a mining companys operations. The Corporation may also be unable to maintain
insurance to cover these risks at economically feasible premiums. Insurance
coverage may not continue to be available or may not be adequate to cover any
resulting liability. Moreover, insurance against risks such as environmental
pollution or other hazards as a result of exploration and production is not
generally available to the Corporation or to other companies in the mining
industry on acceptable terms. The Corporation might also become subject to
liability for pollution or other hazards which may not be insured against or
which the Corporation may elect not to insure against because of premium costs
or other reasons. Losses from these events may cause the Corporation to incur
significant costs that could have a material adverse effect upon its financial
performance and results of operations.

The Corporations property interests may be subject to
undetected title defects.

No assurances can be given that there are no title defects
affecting either the McCart Property or the Rosario Property. Title insurance
generally is not available, and the Corporations ability to ensure that it has
obtained secure claim to individual mineral properties or mining concessions may
be severely constrained. Furthermore, the Corporation has not conducted surveys
of the claims in which it holds an interest and, therefore, the precise area and
location of such claims may be in doubt. Accordingly, the Corporations mineral
properties may be subject to prior unregistered liens, agreements, transfers or
claims, including native land claims, and title may be affected by, among other
things, undetected defects. In addition, the Corporation may be unable to
operate its properties as permitted or to enforce its rights with respect to its
properties.

There are no guarantees that title to the Corporations
properties will not be challenged in the future.

The possibility exists that the Corporation could lose title
and ownership to the Rio Condor Resources S.A. (Rio Condor) properties even if
the options it holds are validly exercised, which would have a negative effect
on its operations and valuation. The Corporations Chilean legal counsel has
reviewed documents pertaining to the Rio Condor properties and has opined that
title to these is current and that the agreements entered into between Rio
Condor and the underlying vendors are appropriate. The Corporation has only
completed a preliminary legal survey of the boundaries of some of its
properties, and therefore, in accordance with the laws of the jurisdictions in
which these properties are situated, their existence and area could be in doubt.
There may be valid challenges to the title to the Corporation's mineral
properties which, if successful, could impair the Corporation's ownership rights
to such properties. Any disputes with respect to title may have to be defended
through the courts. In the event of an adverse judgment, the Corporation could
lose its property rights which could have a material adverse effect on the
Corporation.

Amendments to certain government regulations applicable
to mineral exploration and development activities may adversely impact the
Corporations operations.

The  development and mineral exploration
activities of the Corporation are, and any future mining and processing
activities will be, subject to various laws governing prospecting,
development, production, taxes, labour standards and occupational health, mine
safety, toxic substances, land use, water use, land claims of local people and
other matters. Although the Corporations  exploration and development activities are currently,
and any future mining and processing operations will be, carried out in accordance
with all applicable rules and regulations, no assurance can be given that new
rules and regulations will not be enacted or that existing rules and regulations
will not be applied in a manner which could limit or curtail production or
development. Amendments to current laws and regulations governing operations and
activities of mining and milling or more stringent implementation thereof could
have a substantial adverse impact on the Corporation.

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The Corporation relies upon a small number of key
executives and directors and the loss of such individuals may adversely affect
its business and operations.

The Corporation is dependent on the services of key executives,
including the directors of the Corporation and a small number of highly skilled
and experienced executives. Due to the relatively small size of the Corporation,
the loss of these persons or the Corporations inability to attract and retain
additional highly skilled personnel may adversely affect its business and future
operations. The Corporations key executives include Hugh Snyder, Chairman and
Chief Executive Officer and Carmelo Marrelli, Chief Financial Officer; and the
other directors of the Corporation, including John McBride, Jon North and Wolf
Seidler. The Corporation maintains no key man life insurance on any members of
its management or directors.

The Corporations results of operations depend on economic conditions in
Chile.

The Corporations financial condition and results of
operations depend significantly on economic conditions prevailing in Chile.
According to data published by the Central Bank, the Chilean economy grew at a
rate of 5.7% in 2005, 4.0% in 2006, 5.3% in 2007, 3.2% in 2008 and -1.5% in
2009. The Chilean government has exercised and continues to exercise  substantial influence over many aspects of the private sector and has changed
monetary, fiscal, tax and other policies to influence the Chilean economy. We
have no control over and cannot predict how government intervention and policies
will affect the Chilean economy or, directly and indirectly, our operations and
revenues. Our operations and financial condition may be adversely affected by
changes in policies involving labor laws, exchange controls, taxation,
exportation and other matters. In addition, our operations and financial
condition may be adversely affected by factors such as:

- 

Mineral operations are subject to market forces outside
of the Corporations control, which could negatively impact the Corporations
operations.

The marketability of minerals is affected by numerous factors
beyond the control of the entity involved in their mining and processing. These
factors include market fluctuations, government regulations relating to prices,
taxes, royalties, allowable production, import, exports and supply and demand.
One or more of these risk elements could have an impact on costs of an operation
and if significant enough, reduce the profitability of the operation and
threaten its continuation.

The Corporation has a limited operating history and may
not achieve a return on shareholders investment.

The Corporation has a very limited history of operations, is in
the early stage of exploration and must be considered a start-up company. As
such, the Corporation is subject to many risks common to such enterprises,
including under-capitalization, cash shortages, limitations with respect to
personnel, financial and other resources and lack of revenues. There is no
assurance that the Corporation will be successful in achieving a return on
shareholders investment and the likelihood of success must be considered in
light of its early stage of operations.

The Corporation operates in foreign countries and is
subject to currency fluctuations which could have a negative effect on its
operating results.

A substantial portion of the Corporations operations are
located in Chile, which makes it subject to foreign currency fluctuations. The
Corporations accounts are maintained in Canadian dollars while certain expenses
are numerated in U.S. dollars and Chilean pesos. Such fluctuations may adversely
affect the Corporations financial position and results of operations.
Management may not take any steps to address foreign currency fluctuations that
would eliminate all adverse effects and, accordingly, the Corporation may suffer
losses due to adverse foreign currency fluctuations.

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The Corporation may be unable to obtain sufficient
capital for purposes of financing its operations.

The development and exploration of the Corporations properties
will require substantial additional financing. Failure to obtain sufficient
financing may result in the delay or indefinite postponement of exploration,
development or production on any or all of the Corporations properties or even
a loss of property interest. The Corporation may not have sufficient funds to
finance such operations. The primary source of funding available to the
Corporation consists of equity financing. There can be no assurance that
additional capital or other types of financing will be available if needed or
that, if available, the terms of such financing will be favourable to the
Corporation.

Uncertain global economic conditions will affect the
Corporation and its common share price.

Current conditions in the domestic and global economies are
uncertain. There continues to be a high level of market instability and market
volatility with unpredictable and uncertain financial market projections. Global
financial problems and lack of confidence in the strength of global financial
institutions have created many economic and political uncertainties that have
impacted the global economy. As a result, it is difficult to estimate the level
of growth for the world economy as a whole. It is even more difficult to
estimate growth in various parts of the world economy, including the markets in
which the Corporation participates. All components of the Corporation's
budgeting and forecasting are dependent on commodity prices and their
fluctuations as well as political acceptance and policy. The prevailing economic
uncertainties render estimates of future expenditures difficult.

There are significant uncertainties regarding the price of Au,
Ni, Cu and other minerals and the availability of equity financing for the
purposes of mineral exploration and development. The prices of Au, Ni, Cu and
other minerals have fallen substantially over the past several months and
financial markets have deteriorated to the point where it has become extremely
difficult for companies to raise new capital. The Corporations future
performance is largely tied to the development of its current mineral properties
and the overall financial markets. Current financial markets are likely to be
volatile in Canada potentially into late 2010, reflecting ongoing concerns about the
stability of the global economy and weakening global growth prospects. As well,
concern about global growth has led to sustained drops in the commodity markets.
Unprecedented uncertainty in the credit markets has also led to increased
difficulties in borrowing and raising funds. Companies worldwide have been
affected particularly negatively by these trends. As a result, the Corporation
may have difficulties raising equity financing for the purposes of mineral
exploration and development, particularly without excessively diluting present
shareholders of the Corporation. These economic trends may limit the
Corporations ability to develop and/or further explore its mineral property
interests.

The Corporation is subject to environmental risks and
hazards and a failure to comply with environmental regulations could have a
material adverse effect on the Corporations results of operations.

All phases of the Corporations operations are subject to
environmental regulation in the jurisdictions in which it operates. These
regulations mandate, among other things, the maintenance of air, water and soil
quality standards, land reclamation, and the protection of vegetation, wildlife
and historical and cultural resources, if present. They also set forth
limitations on the generation, transportation, storage and disposal of solid and
hazardous waste. Environmental legislation is evolving in a manner which will
require stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect the Corporations
operations. Environmental hazards may exist on the properties on which the
Corporation holds interests which are unknown to the Corporation at present and
which have been caused by previous or existing owners or operators of the
properties.

In Chile, exploration activities require an environmental
declaration, while mining activities require an environmental evaluation. These
documents are presented to the government entity (i.e., Conama or Corena) before
activities begin. As the Corporation is at the exploration stage, the
disturbance of the environment is limited and the costs of complying with
environmental regulations are minimal. However, if operations result in negative
effects upon the environment, government agencies will usually require the
Corporation to provide remedial actions to correct the negative effects.

Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in
the exploration or development of mineral properties may be required to
compensate those suffering loss or damage by reason of the mining activities and
may have civil or criminal fines or penalties imposed for violations of
applicable laws or regulations.

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Amendments to current laws, regulations and permits governing
operations and activities of mining and exploration companies, or more stringent
implementation thereof, could have a material adverse impact on the Corporation
and cause increases in exploration expenses, capital expenditures or production
costs or reduction in levels of production at producing properties or require
abandonment or delays in development of new mining properties.

Permitting, licensing and approval processes are required
for the Corporations operations and obtaining and maintaining these permits,
licenses and approvals is subject to many conditions which the Corporation may
be unable to achieve.

The Corporations exploration activities are subject to various
federal, provincial and local laws governing land use, the protection of the
environment, prospecting, development, production, exports, taxes, labour
standards, occupational health, waste disposal, toxic substances, and other
matters. Many of the operations of the Corporation require licenses and permits
from various governmental authorities. Exploration generally requires one form
of permit while development and production operations require additional
permits.

The Corporation believes it holds or is in the process of
obtaining all necessary licenses and permits to carry on the activities which it
is currently conducting under applicable laws and regulations. Such licenses and
permits are subject to changes in regulations and changes in various operating
circumstances. There can be no guarantee that the Corporation will be able to
obtain all necessary licenses, permits and approvals that may be required to
maintain its exploration and mining activities including constructing mines or
milling facilities and commencing operations of any of its exploration
properties. In addition, if the Corporation proceeds to production on any
exploration property, it must obtain and comply with permits and licenses which
may contain specific conditions concerning operating procedures, water use, the
discharge of various materials into or on land, air or water, waste disposal,
spills, environmental studies, abandonment and restoration plans and financial
assurances. There can be no assurance that the Corporation will be able to
obtain such permits and licenses or that it will be able to comply with any such
conditions.

The Corporations operations depend upon the availability
and maintenance of certain infrastructure that is necessary for purposes of
mineral exploration and development activities.

Mining, processing, development and exploration activities
depend, to one degree or another, on adequate infrastructure. Reliable roads,
bridges, power sources and water supply are important determinants, which affect
capital and operating costs. Unusual or infrequent weather phenomena, sabotage,
government or other interference in the maintenance or provision of such
infrastructure could adversely affect the Corporations operations, financial
condition and results of operations.

The Corporation faces competition from companies with
greater financial resources and operational capabilities.

The mining industry is competitive in all of its phases. The
Corporation faces strong competition from other mining companies in connection
with the acquisition of properties producing, or capable of producing, precious
and base metals. Many of these companies have greater financial resources,
operational experience and technical capabilities than the Corporation. Other
companies could outbid the Corporation for potential projects or produce
minerals at lower costs, which would have a negative effect on the Corporations
operations. As a result of this competition, the Corporation may be unable to
maintain or acquire attractive mining properties on terms it considers
acceptable or at all. Consequently, the Corporations revenues, operations and
financial condition could be materially adversely affected.

Declining mineral prices may adversely impact the
Corporations financial results and operations and the price of its common
shares.

The price of the common shares of the Corporation, the
Corporations financial results and exploration, development and mining
activities may in the future be significantly adversely affected by declines in
the price of Au, Ni, Cu or other minerals. The price of Au, Ni, Cu or other
minerals fluctuates widely and is affected by numerous factors beyond the Corporations control such as the sale or purchase
of commodities by various central banks and financial institutions, interest
rates, exchange rates, inflation or deflation, fluctuation in the value of the
United States dollar and foreign currencies, global and regional supply and
demand, the political and economic conditions of major mineral-producing
countries throughout the world, and the cost of substitutes, inventory levels
and carrying charges. Future serious price declines in the market value of Au,
Ni, Cu or other minerals could cause continued development of and commercial
production from the Corporations properties to be impracticable. Depending on
the price of Au, Ni, Cu and other minerals, cash flow from mining operations may
not be sufficient and the Corporation could be forced to discontinue production
and may lose its interest in, or may be forced to sell, some of its properties.
Future production from the Corporations mining properties is dependent upon the
prices of Au, Ni, Cu and other minerals being adequate to make these properties
economic.

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In addition to adversely affecting the Corporations reserve
estimates and its financial condition, declining commodity prices can impact
operations by requiring a reassessment of the feasibility of a particular
project. Such a reassessment may be the result of a management decision or may
be required under financing arrangements related to a particular project. Even
if the project is ultimately determined to be economically viable, the need to
conduct such a reassessment may cause substantial delays or may interrupt
operations until the reassessment can be completed.

The market price of the Corporations common shares may
be subject to factors unrelated to the Corporations performance and such market
price may not accurately reflect the long-term value of the common shares.

Securities of micro-cap and small-cap companies have
experienced substantial volatility in the past, often based on factors unrelated
to the financial performance or prospects of the companies involved. These
factors include macroeconomic developments in North America and globally and
market perceptions of the attractiveness of particular industries. The price of
the securities of the Corporation is also likely to be significantly affected by
short-term changes in Au, Ni, Cu or other mineral prices or in its financial
condition or results of operations as reflected in its quarterly earnings
reports. Other factors unrelated to the Corporations performance that may have
an effect on the price of the Corporations securities include the following:
the extent of analytical coverage available to investors concerning the
Corporations business may be limited if investment banks with research
capabilities do not follow the Corporations securities; lessening in trading
volume and general market interest in the Corporations securities may affect an
investors ability to trade significant numbers of securities; the size of
Corporations public float may limit the ability of some institutions to invest
in the Corporations securities; and a substantial decline in the price of the
Corporations securities that persists for a significant period of time could
cause the Corporations securities, if listed on an exchange, to be delisted
from such exchange, further reducing market liquidity.

As a result of any of these factors, the market price of the
securities of the Corporation at any given point in time may not accurately
reflect the Corporations long-term value. Securities class action litigation
often has been brought against companies following periods of volatility in the
market price of their securities. The Corporation may in the future be the
target of similar litigation. Securities litigation could result in substantial
costs and damages and divert managements attention and resources.

The Corporation may not pay dividends on its common
shares in the foreseeable future.

The Corporation has paid no dividends on its common shares
since incorporation and does not anticipate paying dividends in the foreseeable
future. Payment of any future dividends will be at the discretion of the
Corporations board of directors after taking into account many factors,
including the Corporations operating results, financial condition and current
and anticipated cash needs.

Sales of common shares by existing shareholders may
impair the Corporations ability to raise capital in the future.

Sales of a large number of common shares of the Corporation in
the public markets, or the potential for such sales, could decrease the trading
price of the common shares and could impair the Corporations ability to raise
capital through future sales of common shares. At any given time, the
Corporation may have previously issued common shares at an effective price per
share which is lower than the then market price of the common shares as publicly
traded. Accordingly, at any time a significant number of shareholders of the
Corporation may have an investment profit in the common shares of the
Corporation that they may seek to liquidate.

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The Corporations directors and officers may have
conflicts of interest in connection with other mineral exploration and
development companies.

Certain of the directors and officers of the Corporation also
serve as directors and/or officers and/or shareholders of other companies
involved in natural resource exploration and development. Specifically, John
McBride serves as a director for Brionor Resources Inc., Merc International
Minerals Inc. and Anaconda Mining Inc.; Jon North serves as a director for New
Dawn Mining Corp., Northquest Ltd. and Continental Nickel Limited; Wolf Seidler
serves as a director for Inmet Mining Corporation; and Carmelo Marrelli serves
as a director for Odyssey Resources Limited. Each of these companies is in
either resource exploration or development, or mining. Consequently, it is
possible that conflicts of interest may arise between these individuals duties
as directors and officers of the Corporation and their duties as directors of
other corporations. For example, certain corporate opportunities may come to the
attention of such individuals where such opportunities would be attractive to
both the Corporation and another corporation for which the individual serves as
a director. Any decision made by any of such directors and officers involving
the Corporation should be made in accordance with their duties and obligations
to deal fairly and in good faith with a view to the best interests of the
Corporation and its shareholders. In addition, each of the directors is required
to declare and refrain from voting on any matter in which such directors may
have a conflict of interest in accordance with the procedures set forth in the
Business Corporations Act (Ontario) (the "Business Corporations Act") and other
applicable laws.

The Corporations executive officers do not devote all of their time to the
Corporations business, which may hinder its ability to operate successfully.

The Corporations executive officers are involved in other
business activities, which may result in their spending less time than may be
required to manage the Corporation's business successfully. This could have a material adverse
effect on the Corporations business, financial condition and results of
operations. In addition, the amount of time the Corporations officers will
allocate among its business and other businesses could vary significantly from
time to time depending on various circumstances and needs of the businesses,
such as the relative levels of strategic activities of the businesses. There are
no formal requirements or guidelines for the allocation of the Corporations
officers' time between its business and other businesses.

The Corporation has no history of earnings and no
foreseeable earnings.

None of the properties in which the Corporation has or may
acquire an interest has been determined to be commercially feasible and hence
none have any commercial production. The Corporation has no history of profits
and has a substantial deficit. The Corporation receives no revenues, earnings or
cash flow from production or otherwise and is entirely dependent on raising
additional equity and loan financing.

While the Corporation may receive funds from the exercise of
outstanding share purchase warrants and stock options there are no assurances
that this will occur. While the Corporation may generate additional working
capital through joint ventures or sale of its properties in whole or in part,
there is no assurance that this will be possible.

U.S. investors may have difficulty enforcing U.S.
judgments against the Corporation.

The Corporation is incorporated under the laws of Ontario,
Canada and all of the Corporations directors and officers are residents of
Canada. Consequently, it may be difficult for U.S. investors to effect service
of process within the United States upon the Corporation or upon such persons
who are not residents of the United States, or to realize in the United States
upon judgments of U.S. courts predicated upon civil liabilities under U.S.
securities laws. A judgment of a U.S. court predicated solely upon such civil
liabilities may be enforceable in Canada by a Canadian court if the U.S. court
in which the judgment was obtained had jurisdiction, as determined by the
Canadian court, in the matter. There is substantial doubt whether an original
action could be brought successfully in Canada against any of such persons or
the Corporation predicated solely upon such civil liabilities.

The Corporation may be a passive foreign investment
company, which has certain adverse consequences for U.S. Holders (as defined
herein).

A non-U.S. corporation generally will be considered a passive
foreign investment company (a PFIC) as such term in defined in the U.S.
Internal Revenue Code of 1986, as amended (the Code), for any taxable year if
either (1) at least 75% of its gross income is passive income or (2) at least
50% of the value of its assets is attributable to assets that produce or are
held for the production of passive income. If the Corporation were treated as a
PFIC for any taxable year in which a U.S. Holder held the Corporations shares,
certain adverse consequences could apply, including a material increase in the
amount of tax that the U.S. Holder would owe, an imposition of tax earlier than
would otherwise be imposed, interest charges and additional tax form filing
requirements.

The determination of whether a corporation is a PFIC involves
the application of complex tax rules. The Corporation has not made a conclusive
determination as to whether it has been in prior tax years or is currently a
PFIC. The Corporation could have qualified as a PFIC for past tax years and may
qualify as a PFIC currently or in future tax years. However, no assurance can be
given as to such status for prior tax years, for the current tax year or future
tax years. U.S. Holders of Corporations shares are urged to consult their own
tax advisors regarding the application of U.S. income tax rules. Each U.S.
Holder of the Corporation is urged to consult a tax advisor with respect to how
the PFIC rules affect their situation.

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Shares of the Corporation may be adversely affected by
the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act) impose sales practice and
disclosure requirements on certain broker-dealers who engage in certain
transactions involving penny stocks. Subject to certain exceptions, a penny
stock generally includes any equity security not traded on an exchange that has
a market price of less than US$5.00 per share. The Corporations shares are
expected to be deemed penny stock for the purposes of the Exchange Act. The
additional sales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in the
Corporations shares, which could severely limit the market liquidity of the
shares and impede the sale of the shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling
penny stock to anyone other than an established customer or accredited
investor (generally, an individual with net worth in excess of US$1,000,000 or
an annual income exceeding US$200,000, or US$300,000 together with his or her
spouse in each of the two most recent fiscal years with a reasonable expectation
of achieving such level in the current fiscal year) must make a special
suitability determination for the purchaser and must receive the purchasers
written consent to the transaction prior to sale, unless the broker-dealer or
the transaction is otherwise exempt. In addition, the penny stock regulations
require the broker-dealer to deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the Securities and Exchange Commission
(the Commission) relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customers account and
information with respect to the limited market in penny stocks.

Inflation in Chile may disrupt the Corporations business
and have an adverse effect on its financial condition and results of
operations.

Despite a decrease in 2009, Chile has experienced high rates of
inflation in the past. The annual rates of inflation (as measured by changes in
the consumer price index and as reported by the Chilean National Institute of
Statistics) in 2007, 2008 and 2009 were 7.8%, 8.9% and -1.4%, respectively. High
levels of inflation in Chile could adversely affect the Chilean economy and have
a material adverse effect on the Corporations financial condition and results
of operations. The Corporation cannot assure you that Chilean inflation will not
continue to increase significantly. The Corporation cannot assure you that,
under competitive pressure, it would be able to realize price increases, which
could adversely impact its financial condition and results of operations.

The Chilean government could levy additional taxes on
corporations operating in Chile.

In 2005, the Chilean Congress approved Law No. 20,026 (also
known as the Royalty Law) establishing a royalty tax to be applied to mining
activities developed in Chile. The Corporation cannot assure you that the way in
which the Royalty Law is interpreted and applied will not change in the future.
In addition, the Chilean Government may decide to levy additional taxes on
mining companies or other corporations in Chile. Such changes could have a
material adverse effect on the Corporations business, financial condition and
results of operations.

Environmental laws and regulations in Chile could expose
the Corporation to higher costs, liabilities, claims and failure to meet
production targets in the future.

Chilean environmental regulations have become increasingly
stringent in recent years, both with respect to the approval of new projects and
in connection with the implementation and development of projects already
approved. This trend is likely to continue. Furthermore, recently implemented
environmental regulations have created uncertainty because rules and enforcement
procedures for these regulations have not been fully developed. Given public
interest in environmental enforcement matters, these regulations or their
application may also be subject to political considerations that are beyond the
Corporations control.

The Corporations operations may require the approval of aboriginal peoples
in the future.

Notification to Canadian First Nations in order to conduct
mineral exploration on Crown land (as described herein) is anticipated to be
included in the upcoming revision of Ontarios Mining Act. In the event that
such provisions are enacted, prior to commencing any further exploration work,
the Corporation will be required to contact three First Nations bands which have
traditional interests covering the McCart Property. To the extent that the
approval of aboriginal people of any of the Corporations operations is
required, and such approvals are not obtained, the Corporation may be curtailed
or prohibited from continuing its exploration or mining operations or from
proceeding with planned exploration or development of mineral properties, which
could have a material adverse impact on its operations and financial condition.

19

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ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Bridgeport Ventures Inc. is a corporation which was
incorporated under the laws of the Province of Ontario, Canada by articles of
incorporation dated May 10, 2007. The registered office and the principal office
of the Corporation are located at 36 Toronto Street, Suite 1000, Toronto,
Ontario M5C 2C5, telephone number (416) 350-2173.

The Corporation completed its initial public offering in Canada
on October 7, 2009, pursuant to which it issued an aggregate of 6,000,000 units
at a price of $0.20 per unit to raise aggregate gross proceeds of $1,200,000.
Each unit consists of one common share and one common share purchase warrant.
Each warrant entitles the holder thereof to acquire one additional common share
of the Corporation at an exercise price of $0.50 until October 7, 2014.

The Corporation has one subsidiary, Rio Condor Resources S.A.,
which is a private Chilean corporation.

The common shares of the Corporation are listed and posted
for trading on the Toronto Stock Exchange ("TSX") and the Pink Sheets. The
Corporation intends to apply for the listing of its common shares on the NYSE
Amex, LLC (the "NYSE Amex"); however, there can be no assurance that such
listing of the Corporations common shares would be approved by the NYSE Amex.

Since its inception, the Corporation has concentrated on the
acquisition of properties prospective for Ni, Au and other minerals. To date,
the Corporation has acquired a 100% interest, subject to an NSR ranging between
1% and 2%, in the McCart Property consisting of five mineral claims comprising
an area of approximately 534 hectares located in the McCart Township, Porcupine
Mining Division, Ontario. The Corporation acquired the McCart Property for a
purchase price of $35,000. Based on the McCart Report, management of the
Corporation believes that the McCart Property is prospective for Ni. In May
2010, the Corporation entered into a binding letter agreement with China
Opportunity Inc. ("China Opportunity"), which provides that the Corporation and
China Opportunity will enter into a definitive agreement whereby China
Opportunity will be granted an option to earn up to a 70% interest in the McCart
Property (the "Option").

Under the terms of the letter agreement, China Opportunity
may earn an initial 50% interest in the McCart Property by:

(i) making an initial cash payment to the Corporation in the
amount of $20,000; 
(ii) issuing an aggregate of 1,050,000 common shares to the Corporation in
tranches over a three-year period; and 
(iii) incurring an aggregate of $400,000 in exploration expenditures on the
McCart Property in tranches over a three-year period.

The letter agreement provides that China Opportunity shall
earn an additional 20% interest in the McCart Property (for a total 70%
interest) in the event it completes a bankable feasibility study within three
years of earning its 50% interest. The Corporation will be the operator of the
project. In the event the transaction contemplated in the letter agreement
proceeds, the Corporation will likely not spend any additional funds on the
McCart Property until China Opportunity either exercises or terminates the
Option. There can be no assurance that China Opportunity will satisfy all the
conditions necessary to obtain the 70% interest in the McCart Property.

On December 11, 2009, the Corporation acquired all of the
issued and outstanding shares of Rio Condor, an arms length corporation, the
principal asset of which was a right to acquire a 100% interest in 480 hectares
of mining concessions at the Rosario Property located in Region III of Chile
near the mining centre of Copiapo, which property is prospective for Cu and Au.
In order to acquire all of the outstanding shares of Rio Condor, the Corporation
issued 1,200,000 common shares and paid approximately US$2,000. The Corporation
also assumed Rio Condors obligation to pay US$10,400,000 over four years, plus
a US$500,000 management fee, to acquire a 100% interest in the Rosario, Eliana
I, II, and III, Julia, and Tamara claim groups, of which US$265,000 was paid on
closing and a total of US$785,000 is payable at or before the end of the first
year. The Rosario, Eliana I, II, and III, and Julia claim groups are subject to
a 2% NSR, which may be purchased for US$2,000,000. The Tamara I claim group is
not subject to any royalty. Cash payments in the aggregate of US$10.4 million
are due as follows:

Rosario, Eliana I, II and III, Julia and Tamara

|                              |   | US$        |  |                      |  | 
|----------------------------- | - | ---------- |  | -------------------- |  | 
|                              |   |            |  |                      |  | 
|Date of signing the agreement | $ | 265,000    |  | ($282,365 Cdn)(paid)
|November 5, 2010              |   | 784,999    |  |                      |  | 
|November 5, 2011              |   | 1,350,001  |  |                      |  | 
|November 5, 2012              |   | 1,770,000  |  |                      |  | 
|November 5, 2013              |   | 6,230,000  |  |                      |  | 
|                              | $ | 10,400,000 |  |                      |  | 

SOESMI

Subsequent to Bridgeports acquisition of Rio Condor,
pursuant to an agreement entered into on December 3, 2009, Rio Condor will pay
US$1,000,000 over three years to acquire a 100% interest in the SOESMI mining
concessions, which are contiguous to the concessions comprising the Rosario
Property. The SOESMI claim group is subject to a 2% NSR that may be purchased
for US$1,000,000. US$75,000 ($79,020) was paid on closing. In addition, in
accordance with the payment terms, a further  US$50,000 ($52,590) was paid in
June 2010. Cash payments in the aggregate of US$1,000,000 are due as follows:

|                              |   | US$       |  |        |  | 
|----------------------------- | - | --------- |  | ------ |  | 
|                              |   |           |  |        |  | 
|Date of signing the agreement | $ | 75,000    |  | (paid)
|June 3, 2010                  |   | 50,000    |  | (paid) | 
|December 3, 2010              |   | 50,000    |  |        |  | 
|June 3, 2011                  |   | 100,000   |  |        |  | 
|December 3, 2011              |   | 150,000   |  |        |  | 
|December 3, 2012              |   | 575,000   |  |        |  | 
|                              | $ | 1,000,000 |  |        |  | 

Simonetta

Subsequent to Bridgeports acquisition of Rio Condor,
pursuant to an agreement entered into on January 23, 2010, Rio Condor will pay
US$1,000,000 over four years to acquire a 100% interest in the Simonetta mining
concessions, which are contiguous to the concessions comprising the Rosario
Property. This acquisition is royalty free. US$30,000 ($30,782) was paid on
closing. Cash payments in the aggregate of US$1,000,000 are due as follows:

|                              |   | US$       |  |        |  | 
|----------------------------- | - | --------- |  | ------ |  | 
|                              |   |           |  |        |  | 
|Date of signing the agreement | $ | 30,000    |  | (paid)
|July 23, 2010                 |   | 10,000    |  |        |  | 
|January 23, 2011              |   | 65,000    |  |        |  | 
|January 23, 2012              |   | 150,000   |  |        |  | 
|January 23, 2013              |   | 245,000   |  |        |  | 
|January 23, 2014              |   | 500,000   |  |        |  | 
|                              |   |           |  |        |  | 
|                              | $ | 1,000,000 |  |        |  | 

The Corporation also previously acquired an option to earn up
to a 100% interest, subject to a 3% NSR, in the Gold Rock Property, comprised of
eight mineral claims totaling approximately 512 hectares located in the vicinity
of Boyer Lake, Ontario. The Corporation has since terminated its option with
respect to the Gold Rock Property and accordingly, no future exploration is
planned on the Gold Rock Property.

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The Corporation will also consider additional acquisitions of
mineral property interests, or corporations holding mineral property interests,
on a going forward basis, with the objectives of (i) creating additional value
for shareholders through the acquisition of additional mineral exploration
properties, and (ii) helping to minimize exploration risk by attempting to
diversify the Corporations property portfolio.

4.B. Business Overview

The Corporation is a mineral exploration company. The primary
business objectives of the Corporation are to create a diversified portfolio of
property holdings and achieve rapid growth through the acquisition of additional
mineral properties, coupled with the implementation of recommended programs with
respect to the exploration of such properties. In furtherance of these
objectives, the Corporation has acquired a 100% interest in the McCart Property,
subject to a 2% NSR on two of the claims and a 1% NSR on three of the claims
comprising such property. The Corporation, through its subsidiary Rio Condor,
also holds a right to acquire a 100% interest, subject to certain underlying
royalties, in each of the Rosario, Julia, Tamara, Eliana I, Eliana II, Eliana
III, SOESMI and Simonetta claim groups, which collectively comprise the Rosario
Property. As of the date hereof, the Corporation also plans to target certain
types of properties for acquisition and exploration, including properties which
are prospective for Au, Ni and Cu resources. As the Corporations stable of
properties grows, it is anticipated that there will be a greater emphasis placed
on the exploration of such properties, with the long-term goal of developing the
properties and achieving commercial production. The Corporation may enter into
partnerships in order to fully exploit the production potential of its
exploration assets.

In determining whether additional properties are prospective in
nature and therefore suitable for acquisition, the Corporation will consider a
variety of factors including (i) the mineral exploration focus of the property;
(ii) the specific location of the property, including its accessibility,
proximity to populated areas and any other governmental and/or regulatory
considerations applicable to the region; (iii) the exploration history of the
property, and in particular the nature and extent of previous exploration
completed and the availability of geological data on the property; (iv)
applicable market conditions with respect to the type of resource for which the
property is prospective; (v) the success of exploration conducted in surrounding
areas; and (vi) the political climate and stability of the region in which the
property is situated.

Governmental Regulation

All phases of the Corporations operations are subject to
governmental regulation in the various jurisdictions in which it operates,
including regulation with respect to environmental matters. See Risk Factors
regarding environmental regulations and permits and licensing. In particular,
the Corporations operations with respect to the McCart Property are subject to
the applicable laws of the Province of Ontario and the federal laws of Canada
applicable therein, and its operations with respect to the Rosario Property and
other property interests of Rio Condor are governed by the applicable laws of
Chile. The Corporation maintains, and anticipates continuing to maintain, a
policy of operating its business in compliance with all governmental
regulations.

Various governmental economic, fiscal, monetary and political
policies, such as those related to inflation or foreign exchange, may affect the
economic conditions prevailing in the Corporations countries of operation,
which may, in turn, impact its business. These government policies may also
affect investments by the Corporations shareholders. In particular, the Chilean
government has exercised and continues to exercise substantial influence over
many aspects of the private sector. The Corporations financial condition and
results of operations could be adversely affected by political or economic
developments in Chile, as well as regulatory changes or administrative practices
of Chilean authorities, over which the Corporation has no control.

Competitive Conditions

The mineral exploration and mining business is competitive in
all phases of exploration, development and production. The Corporation competes
with a number of other entities in the search for and the acquisition of
productive mineral properties. In particular, there is a high degree of
competition faced by the Corporation in Canada, Chile and elsewhere for
desirable mining property interests, suitable prospects for drilling operations
and necessary mining equipment, and many of these companies have greater
financial resources, operational experience and/or more advanced properties than
the Corporation. As a result of this competition, the Corporation may be unable
to acquire attractive properties in the future on terms it considers acceptable
or at all.

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The ability of the Corporation to acquire and explore
additional properties depends on its success in exploring and developing its
existing property interests and on its ability to select, acquire and bring to
production suitable properties or prospects for mineral exploration and
development. Factors beyond the control of the Corporation may affect the
marketability of any minerals mined or discovered by the Corporation. See Risk
Factors.

4.C. Organizational Structure

The Corporation has one wholly-owned subsidiary, Rio Condor,
which is a private company existing under the laws of Chile.

4.D. Property, Plant and Equipment

The Corporation has two material properties: the McCart
Property and the Rosario Property. Excerpts of the technical reports related to
such properties appear below.

Summary of Report on the McCart Property

Set forth below is a description of the McCart Property which
has been derived from the McCart Report, which has been updated to reflect
recent events that have occurred since the McCart Report was prepared and which
is included herein with the consent of Kevin Montgomery, M.Sc.(A), P.Geo. Kevin
Montgomery is a qualified person who is independent of the Corporation within
the meaning of NI 43-101. The full text of the McCart Report is available on
SEDAR at www.sedar.com.

Project Description and Location

Location

The McCart Property is situated in McCart Township, Porcupine
Mining Division, Northeastern Ontario. The centre of the McCart Property is
approximately 48 kilometres northeast of Timmins, Ontario (Figure 1).

22

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Mining Rights

The McCart Property is comprised of five contiguous unpatented
mining claims (33 claim units) in McCart Township (Figure 2, Table 1). It is
approximately 534 hectares in size.

23

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24

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Table 1 McCart Property Claim Listing

Claim
    Legal Description
    Recording Date
    Expiration Date
    Annual Work Required
      to Keep Mining Rights
    No. units
    Size (hectares)4220800
    E1/2 of N1/2 Lot 7, N1/2 Lot 6, E1/2
      of S1/2 Lot 6, Con. 5
    2008-Nov-20
    2010-Nov-20
    $3,200
    8
    129.524243370
    W1/2 S1/2 Lot 6 & E1/2 S1/2 Lot 7
      Con5
    2008-Nov-27
    2010-Nov-27
    $1,600
    4
    64.764244894
    SW1/4 Lot 7 Con 5
    2009-Jun-19
    2011-Jun-19
    $800
    2
    32.384244895
    S1/2 Lots 4&5 Con 6 and N1/2 Lots
      4&5 Con 5
    2009-Jun-19
    2011-Jun-19
    $6400
    16
    259.044244896
    W1/2 S1/2 & NE 1/4 S1/2 Lot 5 Con
      5
    2009-Jun-19
    2011-Jun-19
    $1,200
    3
    48.57TOTAL
    $13,200
    33
    534.27


The claims have been transferred to the Corporation from Mr.
William Brereton as follows: (i) pursuant to an agreement dated November 11,
2008 between the Corporation and Mr. William Brereton, a 100% interest in claim
numbers 4220800 and 4243370 was transferred to the Corporation subject to a 2%
NSR, one-half of which NSR (i.e., a 1% NSR) may be purchased by the Corporation
at any time on or after the commencement of commercial production, for
$1,000,000; and (ii) pursuant to an agreement dated July 30, 2009 between the
Corporation and Mr. William Brereton, a 100% interest in claim numbers 4244894,
4244895 and 4244896 was transferred to the Corporation subject to a 1% NSR,
one-half of which NSR (i.e., a 0.5% NSR) may be purchased by the Corporation at
any time for $1,000,000.

In May 2010, the Corporation entered into a binding letter
agreement with China Opportunity, which provides that the Corporation and China
Opportunity will enter into a definitive agreement whereby China Opportunity
will be granted an option to earn up to a 70% interest in the McCart Property.

Under the terms of the letter agreement, China Opportunity
may earn an initial 50% interest in the McCart Property by:

(i) making an initial cash payment to the Corporation in the
amount of $20,000; 
(ii) issuing an aggregate of 1,050,000 common shares to the Corporation in
tranches over a three-year period; and 
(iii) incurring an aggregate of $400,000 in exploration expenditures on the
McCart Property in tranches over a three-year period.

The letter agreement provides that China Opportunity shall
earn an additional 20% interest in the McCart Property (for a total 70%
interest) in the event it completes a bankable feasibility study within three
years of earning its 50% interest. The Corporation will be the operator of the
project. In the event the transaction contemplated in the letter agreement
proceeds, the Corporation will likely not spend any additional funds on the
McCart Property until China Opportunity either exercises or terminates the
Option. There can be no assurance that China Opportunity will satisfy all the
conditions necessary to obtain the 70% interest in the McCart Property.

Surface Rights

The surface rights for the McCart Property are held by the
government of Ontario (the Crown) with the exception of the three parcels
listed below (Table 2). Crown land is land or land covered by water (such as
rivers or lakes) that is owned by the provincial government.

25

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Table 2 McCart Property Surface Rights Owners

Legal Description
    Registered Owner
    Owners last known address as per
      parcel registry
    Size (hectares)
    Part of Mining ClaimCon 5 Lot7 N1/2
    H.M. Dignam Corporation Ltd.
    65 Cedar Pointe Drive, Unit 807, Barrie, Ontario L4N
      5R7
    64.76
    4220800Con 5 Lot6 N1/2
    H.M. Dignam Corporation Ltd.
    65 Cedar Pointe Drive, Unit 807, Barrie, Ontario L4N
      5R7
    64.76
    4220800Con 5 Lot5 SW1/4
    Jerome Berlinghoff
    Lot1 Con 5 McCart Township 
    PO Box 327 Iroquois Falls
      ON
    32.34
    4244896


First Nations Land Entitlements

To the knowledge of the Corporation and Kevin Montgomery (the
author of the McCart Report), there are no First Nations land claims that affect
the McCart Property. Notification to, and consultation with, First Nations in
order to conduct mineral exploration on Crown land is anticipated to be detailed
in the upcoming regulations of Ontarios 2009 Amended Mining Act, which is
expected to be adopted in 2010 or 2011. In the event that such regulations are
enacted, prior to commencing exploration work, the Corporation will be required
to contact three First Nations bands which have traditional interests covering
the McCart Property and engage in some scope of consultation with such bands
with respect to proposed exploration activities.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography

Access

There is excellent access to the McCart Property. It is located
72 road kilometres northeast of the city of Timmins, Ontario and is easily
accessed by motor vehicle west from the village of Iroquois Falls, Ontario via
the western extension of Highway 578, locally known as Berlinghoff Road. The
southeast corner of the McCart Property is approximately 4.7 kilometres west of
the junction of Berlinghoff Road and Highway 11. Berlinghoff Road cuts through
the southern boundary of the property. All terrain vehicle (ATV) and drill
trails trend north off Berlinghoff Road, from the southwest portion of the
McCart Property, and allow ATV access to the property. Hydro lines are located
along Highway 11 with a local branch line along Berlinghoff Road. In addition,
the main line of the Ontario Northland Railway, which extends from North Bay to
Moosonee, passes 5 kilometres east of the property. A spur line just south of
the McCart Property at Porquois Junction connects the Xstrata Kidd Metallurgical
Site with the main line. The Iroquois Falls Municipal Airport, which can handle
light aircraft, is situated 5 kilometres east-southeast of the McCart Property,
on Highway 11.

Climate

The climate of the McCart Property area is warm and dry during
the summer months from May through September and cold and snowy from November to
March. Temperatures range from +30 Celsius in the summer to -30 Celsius in the
winter. Average annual precipitation is 581 millimetres of rain and 352
millimetres of snow. Most of the precipitation occurs between June and November.
Year-round exploration and mining operations are feasible in the McCart Property
area.

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Local Resources and Infrastructure

The full range of equipment, supplies and services required for
any mining development is available in Timmins, Ontario (population 50,000). The
general Timmins area also possesses a skilled mining work force from which
personnel could be sourced for any new mine development on the McCart Property.
Abundant water resources are present in the lakes, rivers, creeks, and beaver
ponds throughout the region surrounding the McCart Property area. There would appear to be ample room
on or about the McCart Property to build a mine and mill should this eventuality
arise. Likewise, any number of locations would appear to offer potential to
construct environmentally sound tailings disposal area(s). Regional power lines
extend northeast of Timmins in close proximity to the McCart Property. Kevin
Montgomery also notes in the McCart Report that a Ni processing capability is
currently present at the Xstrata Kidd Metallurgical Site east of Timmins. This
site was handling ore from the Montcalm Nickel mine located west of Timmins. It
is now idle due to an indefinite suspension of mining at Montcalm by Xstrata
Nickel on June 9, 2009, as a result of rock stability problems. This facility
might thus be available to process any potential Ni ore from the McCart Property
thereby obviating the need to build a mill. This facility is particularly close
to the McCart Property (~50 kilometres). Likewise, it is the understanding of
Kevin Montgomery as stated in the McCart Report that there is considerable
excess base metal capacity at the Xstrata Kidd Metallurgical Site should an
economic base metals deposit be discovered on the McCart Property.

Physiography

The Timmins area is within the Great Clay Belt of the Canadian
Shield and consists of local islands of higher ground, either bedrock-cored or
as glacial deposits such as eskers, within large areas of spruce, alder and
cedar swamp. Eskers typically trend north-south. The areas of higher ground are
covered variably by jack pine, balsam and poplar forests with locally thick
underbrush of species such as moose maple. Relief is generally low with some
local higher relief bedrock ridges (e.g., the Kamiskotia Hill). The Timmins area
in general is poorly drained, a reflection of the low relief. Mean elevation in
the area is on the order of 300 metres above sea level. Outcrop exposure overall
averages less than 5% and is 0% over large areas, particularly north of Timmins.
The topography of the McCart Property is dominated by two bedrock outcrop areas
that form small hills above the flat boreal forest terrain. These two bedrock
areas are located in Lots 6 & 7 Con 5 and the N1/2 of Lot 5 Con 5 (see
Figure 2). Vegetation consists of mixed deciduous and conifers chiefly
consisting of birch, poplar, spruce and balsam on the bedrock outcrop areas. The
remainder of the McCart Property is of low relief and is covered by alders and
immature black spruce. The elevation of the McCart Property is approximately 300
to 330 metres above sea level. Water sources are scarce to non-existent on the
property. The nearest significant water source, for mining purposes, to the McCart Property is 1.2
kilometres to the west. The north and northeast parts of the McCart Property
have been logged in the last 10 years and are covered by alders and immature
jack pines. The southwest corner of the property was once used for agricultural
purposes and is now an overgrown open field.

History and Exploration

Previous Exploration Work

The ultramafic rocks in the McCart Township area received a
moderate amount of exploration interest during the 1950s and 1960s for
asbestos with more recent initiatives focused upon Ni exploration as the area is
a highly prospective belt for the discovery of komatiite-hosted Ni sulphide
mineralization. The recent exploration work on the Alexo, Dundeal and Dundonald
South Ni deposits in Dundonald Township immediately to the southeast has further
fuelled interest in the McCart area. Ni mineralization was first reported on the
McCart Property in 1916, when grab rock samples collected by Dan OConnor on Lot
7, Con 5 are said to have contained up to 3% Ni (Baker, M.B., 1917: Ontario
Bureau of Mines, Volume 26 p 270-272).

27

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Following this Ni discovery, several companies and individuals
have completed exploration work over parts of the present McCart Property. This
work is summarized as follows: In 1947, the International Nickel Company of
Canada drilled four short holes totalling 290 metres on the property. The holes
cut predominantly ultramafics with one hole ending in andesitic volcanics. Two
holes were drilled on the SW1/4 S1/2 Lot 5 Con 6 and the other two on the SE1/4
S1/2 Lot 5 Con 6. No sampling or assaying is reported. In 1950, Dominion Gulf
Company conducted geological mapping over a large area of McCart and Newmarket
Townships. The mapping covered Con 6 Lot 4 S1/2, Con 6 Lot 5 S1/2, Con 5 Lot 4
N1/2 and Con 5 Lot 5 N1/2 of the McCart Property (McLeod, H.D., 1950: Geological
Interpretation of Dominion Gulf Companys McCart Twp. Property). In 1950, Arrow
Timber Company (Calstock Exploration Development Company) mapped and conducted
a magnetic survey over Con 5 Lots 7 & 6. A diamond drilling program
consisting of seven diamond drill holes (totalling 1,162 m) was carried out in
search for asbestos fibre. Six of the holes were drilled on Con 5 Lot 7 N1/2 SW1⁄4
and intersected serpentinized dunite; only minor asbestos was encountered
(Truss, T., 1951: A report of the activities of the prospect of the Arrow Timber
Company in McCart Township, District of Cochrane. Ontario). Drill logs totalling
888 m for the six holes were located by Kevin Montgomery. Hole 2 intersected 55
metres of pyrrhotite mineralization in serpentinized peridotite from 70 to 125
metres downhole. Hole 6 also intersected pyrrhotite mineralization in
serpentinized peridotite from 66 to 105 metres downhole. Both sections however
appear not to have been assayed for Ni or any other commodity. In 1950, Quebec
Asbestos drilled one hole at the volcanic-ultramafic contact in SW1/4 N1/2Lot 5,
Concession 5. The hole was drilled at an azimuth of 180, a dip of  40 degrees
and was 233 metres long. In 1953, J. Satterly of the Ontario Department of Mines
produced a geological compilation map of McCart Township. In 1954, Noranda Mines
Limited drilled one hole in the southeast corner of SE1/4 S1/2 Lot 6, Con 5. The
hole was drilled at an azimuth of 155, a dip of  50 degrees and was 182 metres
long. After 19 m of overburden, it intersected peridotite until 33 m, after
which the remainder of the hole was andesite. Some minor sampling was conducted
but no assays are reported. In 1957, Nortoba Nickel Explorations Limited
conducted magnetic and resistivity surveys over eight claims covering the south
half of Con 5 Lots 6 and 7 (Maurice, O.D., 1957: Report of Magnetic and
Electrical Restivity surveys by Geo-Technical Development Company Limited on
McCart Township claims). In 1961, Union Mining Corporation drilled one diamond
drill hole on present claim 4243370; Hole UMC-2 was spotted to intersect the
previously reported Dan OConnor Ni mineralization in Lot 7. The 232.5 m long
hole cut peridotite, argillite and andesite volcanic. The argillite from 47.5 to
67.2 metres downhole occurs at the peridotite/andesite contact and contained
6-10% pyrite-pyrrhotite mineralization. No assays were reported in the log and
no sulphide mineralization is mentioned in the peridotite. In 1965, OBrien Gold
Mines Limited conducted a magnetic and vertical loop electromagnetic (EM)
survey over nine claims in S1/2 of Lots 7 and 8, Con 5 and 5 (Benkis, R., 1965:
Report on Geophysical Investigations in McCart Township, Porcupine Mining
Division, Ontario (OBrien gold Mines)). In 1966, OBrien Gold Mines Limited
drilled one hole (131.4 m) on the NW1/4 S1/2 of Lot 7 Con 5. The hole
intersected serpentinized peridotite intercalated with pyritic graphitic
sediments. The sediments were sampled but no significant Au, Silver (Ag), Cu
and Ni values were returned from assaying. In 1969, one short drill hole (37.5
metres) was drilled by E. Fenato on the NE 1⁄4 of the N1/2 Lot 5 Con 5. The hole
was described to have intersected gabbro. In 1975, M. Jessup conducted manual
stripping and plugger work in the southwest corner of the SE1/4 S1/2 Con 5. This
work exposed ultramafics in various small pits. In 1986, Ferderber Geophysics
conducted airborne magnetic and VLF-EM surveys for Angela Developments Ltd. over
a vast area which included almost the entire present day McCart Property (Scott,
F., 1986: Report on Airborne Geophysical Surveys over Mann, Newmarket, Little,
McCart, Calvert, Evelyn, Dundonald, Clergue, German Townships Ontario for Angela
Developments Ltd by Ferderber Geophysics). In 1988, a combined airborne EM and
magnetic survey was flown by Geoterrex Limited for the Ontario Geological Survey
(Ontario Geological Survey, 1988: Airborne Electromagnetic and Magnetic Survey,
Timmins Area, McCart Township, Map 81058, scale 1:20,000), which covered much of
the area immediately north and east of Timmins, inclusive of McCart Township and
the present McCart Property. In 1990, Joe Rothfischer Geophysical Services
conducted a geophysical program consisting of total field magnetics and
horizontal loop EM surveys between January 17 and 29, 1990 for J.W, Newsome and
Associates in McCart Township. This program covered the E1/2 S1/2 of Lot 6 Con 5
and W1/2 S1/2 of Lot 5 Con 5.

The most recent exploration work conducted on the McCart
Property, prior to the involvement of the Corporation, occurred between 1990 and
2000. During this period of time, the present McCart Property was part of a
claim group held by K. M. Cunnison and D. Pyke. Their exploration work focussed
on the search for Ni mineralization at or near the ultramafic-mafic volcanic
contact in the vicinity of the historic Dan OConnor Ni showing. They conducted
geological mapping (Cunnison, K. M., 1991a: Report on Geological Survey, McCart
Township Property, Porcupine Mining Division, Ontario; Pyke, D.R., 1990:
Geological Report, Concession 5, Lots 6&7, McCart Township, Timmins Area;
Pyke, D.R., 1992: Geological Report McCart Township Property, N1/2, Lot 6,
Concession 5 McCart Township, Porcupine Mining Division, Ontario), ground
magnetic and ground HLEM-VLF surveys (Cunnison, K. M., 1991b: Report on
Geophysical Survey, McCart Township Property, Porcupine Mining Division,
Ontario; Cunnison, K. M., 1992: Report on Electromagnetic (VLF) and Magnetometer
surveys, McCart Township Property, McCart Township, Porcupine Mining Division,
Ontario; Londry, D., 1997: Report on Geophysical work McCart Township Property,
McCart Township for D.R. Pyke), rock sampling (Pyke, D.R., 2000: Geochemical
analyses McCart Township Property, McCart Township, Porcupine Mining Division,
Ontario), rock geochemistry work, petrographic and microprobe analysis
(Cunnison, K. M. and Pyke, D. R., 1993: OPAP-1992 Geological report McCart
Township Property and Area).

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Exploration by the Corporation

In November 2008, Mr. William Brereton noticed that some mining
claims had lapsed over the historic Dan OConnor Ni showing in McCart Township.
Based on the premise that the McCart Township area had been under-explored for
Ni, he contracted a staker to stake two mining claims (4220800 and 4243370) to
cover the area of the historic Ni showing. He subsequently vended a 100%
interest in these claims to the Corporation. The Corporation contracted MPH
Consulting Limited to implement and manage a preliminary Ni exploration program
on the two claims in November and December 2008. Kevin Montgomery, as a result
of his Ni exploration experience in the Timmins area, was retained by MPH
Consulting Limited to review and evaluate the previous exploration work. Based
on Mr. Montgomerys review, an initial diamond drilling program was deemed to be
warranted and an appropriate program was subsequently designed and implemented
by Mr. Montgomery. A diamond drilling program consisting of five BQ drill holes
totalling 780 metres was completed on claim 4220800 of the McCart Property from
November 29 to December 27, 2008. This program was carried out to test for Ni
mineralization within ultramafics at or near the contact with mafic volcanics,
in the vicinity of the historic Ni showing. The diamond drilling successfully
intersected sulphide bearing peridotites. Two anomalous Ni mineralized sections
were intersected, namely 0.35% Ni over 1 meter (60-61 meters) and 0.31% Ni over
1 meter (107-108 meters) in hole MC08-5, both in the area of the historic Ni
showing (Montgomery, J.K., 2008: Report on the 2008 diamond drilling program on
the McCart Property, Porcupine Mining Division, Northeastern Ontario for
Bridgeport Ventures Inc. NTS 42A15SW). In conjunction with the drilling, a
program of borehole EM surveying was conducted on three of the five diamond
drill holes. This work was compromised by the understandable inability of the
geophysical contractor to get the downhole probe through friable graphitic
argillite units and only a fraction of the potential area of interest was
surveyed. In any event, no down-hole conductors of potential interest were
identified.

In December 2009, a ground grid was cut on the McCart
Property to conduct geophysical surveys. The centre of the ground grid is
located at 509811E and 5402613N in the North American Datum of 1983 (NAD83)
Universal Transverse Mercator ("UTM") Zone 17N co-ordinate system. The grid
consists of a 3.4 km long base line with grid lines at an azimuth of 330 degrees
perpendicular to the base line and to the overall trend of the volcanic
stratigraphy. In the vicinity of the historic nickel showing on the property,
the grid line spacing is 100 metres and spacing is 200 metres in the eastern
half of the grid. From December 6, 2009 to January 20, 2010 a fixed loop
transient electromagnetic ("TEM") survey was conducted over the McCart grid. The
survey was carried out, on behalf of the Corporation, by Quantec Geoscience
Limited of Toronto. The purpose of the electromagnetic survey was to locate
possible conductors in the ultramafic volcanic rocks on the property that could
be the result of nickel mineralization. On May 20, 2010, the Corporation
received an interpretation report of the survey results from S.T. Coulson of
Quantec Geoscience Limited. The results of the survey indicate the western half
of the grid is underlain by a large strongly conductive anomaly likely
associated with the ultramafic rocks. A total of seven discrete conductor axes
were interpreted and four of which were considered highly prospective by S.T.
Coulson of Quantec Geoscience Limited for follow-up exploration.

Geological Setting

Regional and District Geology

The McCart Property lies within the southwestern part of the
Abitibi Subprovince of the Archean Superior Province. The Abitibi Subprovince or
greenstone belt is the worlds largest and best preserved example of an
Archean supracrustal sequence. The Abitibi Subprovince is an assemblage of
volcanic, sedimentary, and intrusive rocks deformed into a roughly
east-trending, 200 kilometres wide belt exposed from the Kapuskasing Structure
in Ontario to the Grenville Orogen in Quebec, a distance of 400 kilometres. The
Abitibi Subprovince, compared to all other Archean Subprovinces of the Superior
Province, is uniquely well endowed with metallic mineral deposits including the
mining areas of Timmins (base metals and Au), Kirkland Lake (Au), Val dOr (Au
and base metals), and Noranda (base metals and Au). These mining areas are
situated along major east and northeast trending deformation zones (Destor
Porcupine Deformation Zone, Cadillac-Larder Lake Deformation Zone). These were
active throughout the main periods of Archean volcanism and became the focus of
a late period of alkaline volcanism and sedimentation between 2680 and 2677
millions of years ago. Several cycles of volcanism and sedimentation are known
in the southern Abitibi Subprovince. These sequences usually begin with the
deposition of ultramafic flows and intrusions and tholeiitic basalts which have
interflow argillaceous sediments. The cycles then typically evolve into
calc-alkaline flows, pyroclastic rocks and epiclastic sedimentary rocks
deposited in marine to fluvial basins. The layered stratigraphy is intruded by
gabbroic to granitic plutons during and after deformation and metamorphism.
Metamorphic grade varies from greenschist to lower amphibolite facies. The basal
komatiitic parts of the volcanic cycles are of most interest for Ni exploration.
The present McCart Property is located near the southeast end of a large
gabbroic-ultramafic complex in the Kidd-Munro Assemblage. The complex extends
about 20 kilometres to the northwest into Mann Township (Figure 6). The complex
appears to be a large synclinal structure that has been emplaced within
relatively flat lying komatiitic and tholeiitic volcanics. Jackson and Fyon
(1991 The western Abitibi Subprovince in Ontario; in Geology of Ontario, Special
Volume 4, Part 1; Thurston, P.C., Williams, H.R., Sutcliffe, R.H. and Stott,
G.M. (eds.); Ontario Geological Survey, p. 405-482) describe the Kidd-Munro
assemblage (Figure 5) as an east-southeast striking zone that extends from Kidd
Township in the west to the Grenville Front in Quebec in the east. The
Kidd-Munro assemblage ranges in age from 2717 Ma to 2711 Ma (Corfu, F., 1993:
The evolution of the southern Abitibi Greenstone Belt in light of precise U-Pb
geochronology. Economic Geology, v. 88, p. 1323-1340). The Kidd-Munro assemblage
comprises a wide range of volcanic rocks including: komatiitic dunites,
peridotites, pyroxenites, and basalts; magnesium and iron (Fe)-rich tholeiitic
basalts; tholeiitic picrites; high-aluminum basalts; high phosphorous andesites;
and high silica rhyolites. Sedimentary rocks tend to be restricted to thin
interflow graphitic argillites with varying amounts of cherty material and
sulphides. A wide range of intrusive rocks occur within the Kidd-Munro
assemblage and include: differentiated tholeiitic and komatiitic sills; intermediate to felsic plutons, and abundant late diabase
dykes. Lower greenschist facies metamorphism dominates the Kidd-Munro assemblage
with isolated windows of prehnite-pumpellyite facies metamorphism and
amphibolite facies contact metamorphism around the intrusions. Chlorite is the
most common mineral associated with metamorphism with lesser amounts of
muscovite, hematite, albite, and quartz. Ultramafic rocks are dominated by
serpentine alteration, which is typically pervasive and is accompanied by many
other alteration minerals including magnetite, calcite, tremolite, and
chlorite.

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30

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31

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Property Geology

The McCart Property is underlain by a sequence of pillowed to
massive mafic volcanics that trend northeasterly across the south half of Lots
6&7 Con 5 and easterly across the north half Lots 6, 5 & 4 Con 5.
Ultramafics occur as an envelope surrounding the mafic volcanics (Figure 7).

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The northern mafic volcanic sequence (the north half of Lots 6,
5 & 4 Con 5) has north facing pillow tops and the strata has a shallow dip
of 20 to 30 degrees to the north (Pyke, D.R., 1992: Geological Report McCart
Township Property, N1/2, Lot 6, Concession 5 McCart Township, Porcupine Mining
Division, Ontario). In the N1/2 Lot 5 Con 5 and S1/2 Lot 4 Con 6 the mafic
volcanic strata strikes 45 degrees and dips steeper at 45 degrees north. In this
area, small mafic dykes of gabbroic and lamprophyric composition intrude the
volcanics (McLeod, H.D., 1950: Geological Interpretation of Dominion Gulf
Companys McCart Twp. Property). The northern volcanics generally consist of a
massive base with an overlying pillowed portion, commonly capped by a pillow
breccia and/or a hyaloclastite flow top. Flows vary in thickness from
approximately 10 to 30 metres but may be up to 80 metres thick. The mafic
volcanics are typically medium grey weathered, dark green grey fresh, massive,
and fine to medium-grained. Some of the outcrops, in the most southern exposures
of Lot 6, display the characteristic polygonal jointing or polysuturing
structure on the weathered surface which is typically diagnostic of komatiite
flows. A peculiar variolitic-type structure is common to many of the flows,
occurring in both the pillowed and massive portions but generally best developed
in the former (Pyke, 1992). Foliation is generally weak and tends to be parallel
to flow contacts. Two fracture cleavages, striking NW and NE respectively, are
locally prominent, being especially strongly developed in flow top and pillow
breccias. Structurally the northern mafic volcanics are interpreted to be on the
north limb of an east plunging overturned anticline, the axial trace of which
trends through the south half of Lots 6&7 Con 5 (Pyke, 1992). The southern
mafic volcanic sequence (south half of Lots 6&7 Con 5) consists of pillowed
to massive komatiitic basalts that trend northeasterly. The volcanics are medium
grey weathered, light to medium grey fresh, and generally display a
characteristic polygonal jointing or polysuturing structure on the weathering
surface which is diagnostic of komatiitic flows (Pyke, D.R., 1990: Geological
Report, Concession 5, Lots 6&7, McCart Township, Timmins Area). In the
southern komatiitic basalt sequence, a series of anticlines and synclines
trending east-west are inferred from the mapping of pillow top directions
(Cunnison and Pyke, 1993). The ultramafic rocks are largely mesocumulate to
adcumulate massive peridotite flows, now altered to serpentine. They are
commonly orange brown to orange grey weathering and dark blue-black or locally
medium green on fresh surfaces. Irregular
fracturing and local development of asbestos fiber is common (Pyke, 1992). No
olivine spinifex textured units are mentioned in geological mapping of the
property and none were observed by Kevin Montgomery in the Corporations 2008
diamond drilling. The northern contact of the komatiitic basalts and the
peridotite has been heavily trenched in the past on the S1/2 of Lot 7 Con 5.
Mapping by D. Pyke and K. Cunnison of the trenched areas in and around the
contact indicates the peridotites have undergone quite intense carbonatization
and albitization. A zone of intensely sheared, graphitic metasediment occurs
immediately south of the altered peridotite contact (Pyke, 1990). This graphitic
metasediment is likely the bedded graphitic argillite unit intersected in the
Corporations 2008 diamond drilling at the peridotite-komatiitic basalt contact
or just to the south of the contact within the komatiitic basalts (Montgomery,
2008). In 1950, D. McLeod mapped a large outcrop area sandwiched between
andesites in the southeast corner of the S1/2 Lot 5 Con 6. From north to south
he noted three ultramaficmafic units of gabbro, pyroxenite and peridoitite. He
observed the units trended 80 degrees and their contacts dipped 80 degrees to
the south. This may possibly be a layered mafic-ultramafic intrusive sill that
intrudes the volcanics. The volcanic stratigraphy on the McCart Property has
apparently been cut by two cross faults. A north-south fault is suggested to
occur at the boundary between Lots 5 and 6 (McLeod, 1950). The second, a
northwest-southeast trending fault, apparently occurs on Lot 4 con 5 (Cunnison
and Pyke, 1993). These faults appear to have been solely interpreted from
regional geophysical surveys and not concrete geological observations.

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Deposit Models

Komatiite-hosted Ni Sulphide Deposits

Geological models for komatiite-hosted Ni (+/- Cu, Cobalt ("Co"), platinum-group elements ("PGE"))
sulphide deposits were first developed in Western Australia after the
discoveries of the Kambalda and Mt. Keith deposits. Two types of models have
been applied to most komatiitic Ni-Cu deposits throughout the world. These two
models are the Kambalda, channelized flow theory (Type I in Lesher, C.M and
Keays, R.R., 2002: Komatiite associated Ni-Cu- PGE Deposits: Geology,
Mineralogy, Geochemistry and Genesis; CIM Vol.54), and the Mt. Keith, sheet flow
theory (Type II in Lesher and Keays, 2002). Both types of models would appear to
be of most interest in the present context at the McCart Property. Komatiitic
rocks are derived from high temperature partial melts of the earths mantle. Due
to the high degree of partial melting and the source area, the komatiitic melt
may be substantially enriched in elements such as Ni and magnesium. When
erupted, the melts have a low viscosity and tend to flow turbulently over the
substrate eroding the footwall lithologies through a combination of physical and
chemical processes. Due to the low viscosity of the komatiitic melts, the lavas
tend to concentrate in topographic lows. Komatiitic eruptions have been
envisaged to have a high effusion rate and involve large volumes of lava and/or
magma. The Mt. Keith-style of deposits are associated with sheet flows several
hundreds of metres thick by several kilometres to tens of kilometres long and
are composed primarily of olivine adcumulate to mesocumulate. Further down
stream, more distal from the eruptive source, the komatiitic flows become
channelized, similar to a river channel today, and begin to erode the substrate
forming a more defined channel feature. This channelization is the cornerstone
of the Kambalda model. Denser sulphides would tend to accumulate in the bottom
of the channel-like features under the influence of gravity. As the eruption
continued the channel would fill with olivine mesocumulate to adcumulate because
of the constantly replenished magnesium oxide ("MgO")-rich komatiitic melt. As
the eruption waned the channel would be capped by a sequence of regressive
komatiitic flows composed of komatiitic pyroxenites and basalts. In order to
develop Ni-Cu sulphides, the komatiitic melt must become sulphide saturated. A
komatiitic melt will become sulphur saturated when an external source of sulphur
is introduced to the melt by assimilation of a sulphide-rich lithology or by
differentiation or contamination of a komatiitic melt until the sulphur content
exceeds the saturation point. A strong relationship exists between the presence
of footwall lithologies rich in sulphide and the development of Ni-Cu sulphide
deposits in the overlying komatiitic flows. This association is strongest in the
Kambalda-style Ni-Cu sulphide deposits. Differentiation or the assimilation of
rocks rich in certain elements may result in the oversaturation of the
komatiitic melt in sulphur. This is the mechanism related to the development of
the Mt. Keith-style of deposits. Komatiite-hosted Ni sulphide deposits, whether
they are Archean (Kambalda, Australia) or Proterozoic (Thompson, Manitoba;
Raglan, Quebec) occur in clusters of small sulphide bodies generally less than 1
million tonnes. At 1:250,000 scale the deposits usually occur at a pronounced
thickening of ultramafic stratigraphy, and at 1:5,000 scale the deposits are
usually bodies of net-textured to massive sulphide in small embayments up to 200
m in strike length, 10s to 100s of metres in down-dip length and metres to
10s of metres thick. The shape can be cylindrical, podiform, or in rare
instances tabular.

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Gabbro Hosted Ni-Cu Deposits

This is another style of Ni-Cu deposit which may be of
potential interest on the McCart Property. These are associated with relatively
small stock-like gabbro intrusives as typified in the Timmins area by the
Montcalm deposit. Note that these types of deposits are quite distinct from
Ni-Cu deposits associated with large layered intrusive complexes as in the
Sudbury Basin and worldwide, and are a relatively minor source of Ni-Cu. The
other notable Canadian example would be the Lynn Lake deposit in Manitoba. This
produced ~200,000 t of Ni and 95,000 t of Cu along with some Co and PGEs from a
total of 20 million tonnes of material grading 1.02% Ni, 0.54% Cu from 11
separate ore bodies (Eckstrand, O.R., 1984. Canadian Mineral Deposit Types: A
Geological Synopsis. Economic Geology, Report 36, Geological Survey of Canada,
1984. Fenato, E., 1969: Diamond drill log and plan map for hole F-1). The
typical setting for this deposit type is similar to Montcalm namely stock-like
intrusions in Precambrian greenstone belts. These types of intrusives may also
be present in younger orogenic belts. The actual ores form irregular zones, in
some cases pipe-like, within the host stocks. Ore consists of massive sulphide,
sulphide-matrix breccia, disseminated sulphides and sulphide veins and the main
ore minerals are typically pentlandite and chalcopyrite. Genetically, it is
deemed highly probable that the ores represent immiscible sulphides which were
present in the magma at the time of emplacement.

Layered Intrusive PGE Deposits

This model is of potential interest on the McCart Property
given that D. McLeod in 1950 mapped a large layered intrusive outcrop on the
S1/2 Lot 5 Con 6. The layered intrusive apparently consisted of
gabbro/pyroxenite/peridotite from north to south. However, Kevin Montgomery has
not verified this in the field. On a global basis, these types of deposits
account for at least half of annual PGE production with the bulk of this from
the Merensky and associated reefs of the Bushveld Igneous Complex in South
Africa. Layered intrusive bodies in general occur in a cratonic setting, in some
cases associated with intracontinental rifts and flood basalts. Some are known
to occur, as in the present case, in Archean greenstone belts. Stillwater,
Montana (2710 Ma) would be an example of an economic PGE deposit in a layered
Archean mafic intrusive. The PGE ores, as at Stillwater, form thin stratiform
layers within the host intrusion, and are associated with cumulate layers of
anorthosite, norite and bronzite. The PGE-rich zones are characterized by sparse
sulphide content and typically occur at an appreciable distance above the base
of the host intrusive. Genetically, magmas that produced PGE ores apparently
reached sulphide saturation at a later stage in the crystallization of the host
intrusive, relative to, say, Sudbury-type ores where sulphide saturation is
thought to have been reached relatively early.

Mineralization

Sulphide mineralization occurs at the base of the peridotite
along the northeast trending contact with the komatiitic basalts in NW1/4 S1/2
Lot 6 Con 5, in the central portion of the McCart Property. Several old
trenches, partially flooded and overgrown, occur along this contact area over a
strike length of approximately 400 metres. These old trenches represent the area
where Dan OConnor is reported to have found Ni values up to 3% (Baker, 1917).
Pyke (1992) reports the sulphides locally appear to occur over a width of up to
3-4 metres, but the general poor exposure along the zone and the infilling of
the trenches with water precludes any reliable width estimate. The sulphides
consist dominantly of pyrrhotite with minor pentlandite and chalcopyrite. They
occur most commonly as fine disseminations forming 2-5% of the rock or as an
interlocking net textured sulphide forming up to 15-25% of the rock over widths
of up to 0.5 metre. Net textured sulphides, although most common along the
contact zone, are also present in isolated lenses up to 100 metres north of the
contact (Cunnison and Pyke, 1993). This sulphide mineralization in the
peridotites is similar to that encountered in the Corporations 2008 diamond
drilling program (Montgomery, 2008). Rock grab samples collected by Cunnison in
1990 from the peridotites returned anomalous Ni values ranging from 1320 parts
per million (ppm) to 4130 ppm (0.41% Ni). The samples also returned very low
values for Cu (88-605 ppm), palladium (Pd) (12-31 ppb (parts per billion))
and Pt (10 ppb or less). The rock geochemistry work indicated that both the
peridotites and andesites were komatiitic in affinity (Cunnison, 1991a).

As a study to assess the potential for komatiite-hosted Ni
sulphide mineralization occurring at the contact area, Pyke and Cunnison
collected a suite of samples in 1992 for electron microprobe analysis of
chromite spinels. The premise for this was a study by Groves, et al in 1977 that
showed chromites associated with ultramafic rocks that host Ni deposits contain
higher zinc concentrations than those which are not. The samples were taken from
sulphide bearing peridotite near the contact, from weakly mineralized to
non-mineralized peridotite occurring at some distance (to 300 metres) north from
the contact zone, and from massive, foliated basaltic komatiite flows occurring
immediately south of the contact. A total of 109 electron microprobe
analyses of chromite grains were obtained from nine selected samples. The zinc
content in the chromites varied from nil to 1.74%, with concentrations tending
to increase outward from the core of a grain. Whether the zinc was an original
magmatic component or possibly due to contamination during ascent or emplacement
of the magma is still problematical (Groves, et al 1977; Spinel phases
associated with metamorphosed volcanic-type iron-nickel sulphide ores from
Western Australia; Econ. Geol. Vol.72, p 1224-1244). Nevertheless, from studies
of Ni sulphide ores in Western Australia it is apparent that anomalously high
zinc contents (0.5% Zn) in chromite spinels are a useful indicator for
potentially mineralized ultramafic sequences (Cunnison and Pyke, 1993).
Encouragingly for the McCart Property, over 40% of the chromite spinel analyses
gave zinc values greater than 0.5% (Cunnison and Pyke, 1993). Past geological
mapping surveys on the McCart Property have also reported sulphide
mineralization in the peridotites elsewhere than the main contact area on the
NW1/4 S1/2 Lot 6 Con 5. Three such areas are the southern mafic
volcanic-peridotite contact on the SW1/4 N1/2 Lot 6 Con 5, 100 m north of the
main contact area in the SW corner of SE1/4 S1/2 Lot 7 Con 5 and at the southern
mafic volcanic-peridotite contact in the centre of NW1/4 S1/2 Lot 6 Con 5.

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Drilling

A diamond drilling program consisting of five holes totalling
780 metres was completed on the McCart Property from November 29 to December 27,
2008 (Table 3). This BQ diamond drilling program was carried out, on behalf of
the Corporation, by Salo Drilling of Iroquois Falls. The purpose of the drilling
was to test for Ni mineralization within basal ultramafics at or near the
contact with mafic volcanics. The drilling was conducted over a 300 m strike
length of the contact. The majority of the drilling was conducted on the NE 1⁄4
S1/2 Lot 7 Con 5 (Figure 9).

Table 3 Bridgeport Ventures 2008 Drill Hole Locations

HOLE
    NAD83 Easting
    NAD83 Northing
    Elevation
    Length
    Azimuth
    DipMC08-1
    508799
    5402424
    317
    106.6
    140
    -50MC08-2
    508880
    5402485
    316
    82
    140
    -50MC08-3
    508953
    5402544
    319
    202
    140
    -50MC08-4
    509028
    5402630
    322
    202
    140
    -50MC08-5
    508888
    5402637
    321
    185
    140
    -50


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Overall the Rock Quality Determination (RQD) was good for all
holes with some local blocky ground particularly in the graphitic argillite
units. Core recovery was excellent with rare loss. The diamond drilling program
intersected sulphide bearing peridotites that constitute a thick sequence which
overlies komatiitic basalts. It appears that the peridotites may represent a
massive flow unit due to presence of olivine adcumulate and mesocumulate
textures although no distinctive spinifex or flow top breccia textures were
observed. The peridotites are strongly carbonatized and serpentinized above the
komatiitic basalts. A graphitic argillite unit occurred at the peridotite-
komatiitic basalt contact in holes 1 and 4 while in holes 2 and 3 the unit
occurs further into the basalts. This graphitic argillite unit is heavily sulphidized and may be the
sulphur source for the sulphide mineralization within the overlying peridotites.
The peridotite- komatiitic basalt contact is shallowly dipping at about 20
degrees to the northwest (Figure 10). Bedding core axis angles within mixed
graphite argillite-greywacke and komatiitic basalts support this flat lying
stratigraphic orientation. The 2008 diamond drilling thus confirms the shallow
dipping strata observed by previous geological mapping.

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One hole, MC08-2, managed to completely transect the komatiitic
basalt sequence and enter the southeastern peridotite sequence at the bottom of
the hole. No sulphide mineralization was observed at this lower basalt contact
or in the southeastern peridotite.

Sulphide mineralization, consisting of disseminated to weak net
textured pyrrhotite (0.5% to 8%) with trace pentlandite, occurs interstitially
between the olivine cumulate in the peridotites. Ni values in the sulphide
bearing sections were only slightly anomalous (1,000-2,100 ppm) above peridotite
background (500-1,000 ppm). Two anomalous Ni mineralized sections were
intersected namely 0.35% Ni over 1 meter (60-61 meters) and 0.31% Ni over 1
meter (107-108 meters) in hole MC08-5, the latter occurring in a thick
disseminated sulphide zone above the peridotite- komatiitic basalt contact
(Figure 10). The orientation of this sulphide zone is not certain and its true
thickness unknown. The sulphide zones within the komatiitic basalts in hole
MC08-01, the sulphide bearing portions of the komatiitic basalts and the
sulphidic graphite argillite units did not return significant metallic
mineralization (Au, Pt, Pd, Cu, Ni, and Co). The sulphidic argillite units
intersected in holes 1 to 4 are in fact depleted in Ni with very low values of
35-120 ppm Ni. Borehole EM surveys were conducted on drill holes MC08-3 to
MC08-5 by Quantec Geophysics Inc. of Timmins, Ontario, on behalf of the
Corporation. As a result of the BQ core size and the friability of the graphitic
argillite units, hole MC08-3 was only tested down to 105 metres and MC08-4 was
only tested down to 135 metres. Steel dummy probes are stuck in both the holes
at about those distances downhole. The total survey coverage was 390 metres of
combined core length. All three holes were logged from a single common, 300
metres x 300 metres loop. The instrumentation employed in the survey was as
follows: the receiver a Geonics Digital Protem 30 channel BH43-3D Probe (100
meters squared effective area) and the transmitter a Geonics EM-57 (1.8
kilowatts output). Some of the survey parameters included Pulse repetition
frequency 30 hertz and a current: 11  12 amperes (Coulson, S. T., 2008:
Geophysical Survey Interpretation Report; Regarding the BOREHOLE TRANSIENT
ELECTROMAGNETIC SURVEYS over the McCART TWP. PROJECT, near Iroquois Falls, ON,
on behalf of MPH CONSULTING LTD. Toronto, ON).

The results of the borehole EM survey indicated strong in-hole
EM conductors in holes MC08-3 and MC08-4. Both conductors corresponded to
graphitic argillite units intersected by the drill hole. A weak (11 channel)
off-hole response was evident at 80 metres down hole in the hole MC08-3. The
MC08-05  TEM log showed a building response in all
components at the end of the hole. This suggested a possible down-hole/off-hole
conductor but the results were not deemed to be conclusive and there was no
certainty that if the hole were extended that it would intersect a conductor
(Coulson, 2008).

Sampling Method and Approach

Only the drilling program procedures and practices employed by
the Corporation in the 2008 program can be documented with confidence by Kevin
Montgomery. At the drill site, core was placed in wooden tray boxes along with
marker blocks indicating measured distances down the drill hole from the
collar by the drill contractors personnel. During the 2008 drilling program,
the core was collected by Kevin Montgomery at the drill sites on a regular basis
and moved to a secure logging facility. At the facility, the length of core
recovered was compared to the position of depth markers in the core boxes by Mr.
Montgomery in order to check for misplaced markers and to calculate the amount
of core loss, if any. The core was logged and sampled by Mr. Montgomery.
Sampling of the core was based on visual observations of sulphide mineralization
and samples were collected within lithologically homogeneous intervals with due
regard for varying mineralogy and textures. Sample intervals did not cross
geological boundaries. In general the sample length within mineralized zones was
on the order of 1.0 metre or less. The BQ core selected for sampling was sawn in
half and a half bagged with the first part of a three-part assay tag bearing a
unique identifier number. The other half of the core was stored at the logging
facility with the second part of the three part assay tag bearing an identical
unique identifier number placed in the core box at the beginning of the sample
interval. Records of the sampled intervals and sample numbers were recorded in
the computerized drill logs, on a sampling sheet, and on the third part of a
three part assay tag bearing an identical identifier number as the other two
parts of the assay tag. The third part of the assay tag was kept with the
geologists records. The drill core is currently stored at the Hastings
Management office/core facility on Moneta Avenue, in Timmins, Ontario. As of the
effective date of the McCart Report, to the best of the knowledge of Kevin
Montgomery, the Corporation has not collected any additional samples from the
McCart Property.

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Sample Preparation Analysis and Security

Security of samples prior to dispatch to the analytical
laboratory was maintained by limiting access of un-authorized persons to the
secure core handling facility. Detailed records of sample numbers and sample
descriptions provide integrity to the sampling process. Labelled samples packed
in sealed bags robust enough to survive the journey to the assay laboratory also
provide sample integrity. The drill core sampler completed an assay requisition
sheet describing the sample numbers, and requested assay and preparation
procedures for inclusion with each batch of samples shipped to the laboratory.
For the Corporations 2008 drilling program, the elements Au, Pt, Pd, Cu, Ni and
Co were requested for analysis and samples were shipped directly by truck to
Laboratoire Expert Inc. The assay laboratory completes sample preparation
operations at their secure facility and employ bar coding and scanning
technologies that provide complete chain of custody records for every sample.
Kevin Montgomery is of the opinion that the security and integrity of the
samples submitted for analyses were un-compromised, given the secure core
handling location, adequate record keeping, prompt expediting of samples, and
the analytical laboratories chain of custody procedures. Sample preparation and
assaying was contracted to Laboratoire Expert Inc. of Rouyn-Noranda, Quebec (not
certified by ISO/IEC 17025). Each sample was logged in at Laboratoire Expert
Inc. using bar codes. Samples were dried prior to crushing the entire sample
to 90% passing a -10 mesh screen. From the crushed coarse reject a sub-sample of
approximately 300 grams was collected using a Jones riffle splitter. This 300
gram portion was completely pulverized to 90% passing a -200 mesh screen in a
ring and puck pulverizer. A 0.5 g aliquot was collected, from each pulp.

All the 2008 drill core samples from the McCart Property were
analyzed for Ni, Cu, and Co by aqua regia digestion followed by atomic
absorption analyses. The detection limit was 2 ppm for each element. If the Ni,
Cu or Co result was over 5,000 ppm then the pulp was re-analyzed by total
digestion followed by atomic absorption analyses. The concentrations are
reported as a percent and the detection limit is 0.01% for Ni and Cu with the
total digestion method. All the 2008 drill core samples were also analyzed for
Au, Pt and Pd by lead fire assay atomic absorption finish on a 30 gram sample
pulp. The detection limit for the lead fire assay atomic absorption method is 2
ppb for Au, 5 ppb for Pt and 4 ppb for Pd. If the sample result was greater than
1,000 ppb for any element then the sample pulp was re-analyzed by using a lead
fire assay collector and a gravimetric finish. The concentrations were reported
as grams per tonne. Kevin Montgomery employed a rigorous external quality
assurance/quality control program for the 2008 drilling program. Two Ni
standards (63925 and 64000) and an Au standard (142400) were inserted as checks
on the accuracy of the assaying conducted by Laboratoire Expert Inc.

The Ni, Cu and Au values recorded by Laboratoire Expert Inc.,
on the standards are within a 15% variance from the true sample standard values
and are thus acceptable, as stated by Kevin Montgomery.

The external quality assurance program also consisted of
inserting blank samples to detect any possible laboratory contamination. A total
of eight blank gabbro drill core samples were inserted in the batch of 281
samples sent to Laboratoire Expert Inc., for analysis. The blank samples
returned nil to extremely low values of the elements analyzed. The results thus
indicated no sample contamination.

Laboratoire Expert Inc. has an internal check analysis
procedure which includes a repeat pulp analysis every 12th sample for every
element analyzed. Each sample shipment batch (certificate of analysis) included
a standard for the Ni, Cu, and Co analysis. Each furnace batch of 28 samples
analyzed for Au, Pt and Pd included a reagent blank and a standard sample. The
precision of the laboratory based on their internal pulp repeat assays was
excellent. The Laboratoire Expert Inc. analytical results for the Corporations
2008 core can therefore be considered to be both accurate and precise. Assay
certificates related to the Corporations drilling in 2008 have been archived
and are available for review. Laboratoire Expert Inc. has returned all the 2008
drill core sample pulps and rejects to the Corporation. The returned pulps and
rejects are currently securely stored at the Hastings Management office/core
facility in Timmins, Ontario.

Mineral Resource and Mineral Reserve Estimates

No mineral deposit has been outlined on the McCart Property as
of the date of the McCart Report. As such, no mineral resource or reverse
estimates have been conducted on the McCart Property.

40

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Interpretation

With respect to Precambrian komatiite-hosted Ni deposits of
particularly the so-called Kambalda type, the general geological setting on and
about the McCart Property would appear to be analogous to that in the type of
the area in Western Australia. This is an important observation to the extent
that some very high grade, very profitable Ni deposits of this type such as
Silver Swan, Cosmos, Emily Ann, etc., were brought into production in the latter
area. The presence of a nearby Ni processing facility at the Xstrata
Metallurgical Site greatly enhances the potential economics with respect to a
mining operation at the McCart Property. Potential access to this facility would
remove the need to build an on site mill, thus greatly lowering the threshold in
terms of what would be required to constitute an economic tonnage at the McCart
Property. Kevin Montgomery is of the opinion that an initial tonnage of +/-
250,000 t at 2.5-3% Ni, plus Cu, Co, PGE credits, could be of considerable
economic interest to the Corporation in light of current and forecast metal
prices. The large volume of ultramafic rocks in the general property area, the
presence of some Ni mineralization within and at the base of the peridotites,
and the presence of footwall sulphidic graphitic argillite units that might have
acted as sulphur sources are encouraging for further Ni exploration on the
McCart Property. The McCart Property has an 8 kilometre long peridotite-basalt
contact present on it and only a small strike length of 300 m was drill tested
in 2008. Previous geological mapping has noted sulphide mineralization within
the peridotites at the contact area in other portions of the property.
Furthermore, there are some directional changes of the peridotite-basalt contact
on the McCart Property that could represent a basal trap embayment for komatiite-hosted
Ni mineralization.

Kevin Montgomery also notes that the potentially ore grade Ni
value reported from the 1916 OConnor sampling has never been repeated by
subsequent work, including that of the Corporation in 2008. On the other hand,
there is a great deal of old trenching and there is clearly some Ni sulphide
mineralization in the area of the reported historic occurrence. One possible
explanation offered by Kevin Montgomery is that while real, the value in
question could have been from a very carefully selected sample.

Recommendations

Results of the 2008 diamond drill program are deemed
sufficiently encouraging that additional Ni exploration work is recommended by
Kevin Montgomery on the McCart Property. A two phase exploration program is
envisaged. It is recommended that the Phase 1 program be initiated by
establishing a cut grid over the McCart Property. To establish the grid as
perpendicular as possible to the overall trend of the volcanic stratigraphy, it
is recommended that grid lines be cut at an azimuth of 335 degrees. Grid line
spacing of 100 metres with 50 metres line spacing in the vicinity of the
historic Ni showing is recommended. This grid should be properly located with
differential global positioning system ("GPS") and all relevant landmarks such
as drill casings, claim posts and relevant topographic features should be tied
into it. A magnetic survey and state of the art TEM surveys should be completed
over the new grid. Any valid EM conductors detected by the surveying should be
ground investigated. A trenching program is recommended to test accessible
shallow TEM conductor, as well as select sulphide enriched locations along
peridotite-basaltic komatiite contacts. The trenching program would consist of
mechanical stripping with a backhoe, washing of the exposed bedrock, geological
mapping, channel sampling of any sulphide mineralization observed and Ni-Cu-PGE
assaying of the rock samples. Any valid TEM conductors that could not be
explained/evaluated by the trenching work would have to be diamond drilled.
Phase 1 should also include a rock geochemical analysis program on the 2008
drill core and surface trenching samples focusing on the peridotites. The rock
geochemistry program would search for geochemical signatures (magnesium oxide,
nickel/chromium and sulphur tenors) associated with Kambalda-type komatiite-hosted
Ni sulphide deposits and geochemical indicators of proximity to Ni
mineralization. No permits are required in connection with the proposed Phase 1
recommended program.

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A Phase 1 budget for McCart is proposed as follows:

|Description              | Units         | Cost per Unit | Total  
|------------------------ | ------------- | ------------- | -------
|Data compilation, review | 10 days       | $800          | $8,000 
|Line-cutting             | 70 kilometres | $600          | $42,000
|Ground Magnetic Survey   | 70 kilometres | $175          | $12,250

Ground
      Electromagnetic Survey (TEM)
    70
      kilometres
    $1,000
    $70,000Geophysics
      (interpretation, reporting)
    
    
    $10,000Trenching
    90
      hours
    $125/hour
    $11,250Trench Washing
    20
      days
    $1,000/day
    $20,000Trench Supervision
      Mapping & Prospecting
    25
      days
    $800
    $20,000Ni-Cu-PGE Assaying
    500
      samples
    $20/sample
    $10,000Rock geochemical
      Analysis
    150
      samples
    $90/sample
    $13,500Support vehicles
      and equipment
    4
      months
    $4,000
    $16,000Travel, Food,
      Accommodation
    4
      months
    $2,500
    $10,000Differential GPS
      Survey
    4
      days
    $1,750/day
    $7,000Trenching/Geochemistry (interpretation, reporting)
    --
    --
    $10,000Project
      Management, Supervision
    4
      months
    $10,000
    $40,000Total Phase 1
    
    
    $300,000


To date, the Corporation has completed a portion of the
line-cutting and ground electromagnetic (TEM) recommended in the Phase 1 program
and is reviewing the interpretation of such results before determining whether
to proceed with the rest of the Phase 1 program.

Undertaking a Phase 2 program would be contingent upon
achieving sufficiently positive results in Phase 1. It would include diamond
drilling, borehole Pulse-EM surveying, and the computerization of all drill hole
and assay data. The locations of the holes have yet to be determined but a
minimum 1,600 metres of drilling would probably be required.

A Phase 2 budget for McCart is proposed as follows:

Description
    Units
    Cost per Unit
    TotalDiamond Drilling
      (NQ)
    1,600 m
    $100
    $160,000Borehole Pulse-EM
      Survey
    15
      days
    $3,000/day
    $45,000Ni-Cu-PGE Analysis
    550
      samples
    $20/sample
    $11,000Geologist
    45
      days
    $800
    $36,000Travel, Food,
      Accommodation
    3
      months
    $2,500
    $7,500Support vehicles
      and equipment
    3
      months
    $3,500
    $10,500Project
      Management, Supervision
    3
      months
    $10,000
    $30,000Total Phase 2
    
    
    $300,000


Description
    Units
    Cost per Unit
    TotalTotal Phase 1 and 2 Estimate
    
    
    $600,000


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Summary of Report on the Rosario Property

Set forth below is a description of the Rosario Property
which has been derived from the Rosario Report, which has been updated to
reflect recent events that have occurred since the Rosario Report was prepared
and which is included herein with the consent of Matthew Gray, Ph.D., C.P.G. Mr.
Gray is a qualified person who is independent of the Corporation within the
meaning of NI 43-101. The full text of the Rosario Report is available on SEDAR
at www.sedar.com.

PROPERTY DESCRIPTION AND LOCATION

The Rosario project comprises 551 hectares of mining
concessions and is located in the Provincia of Copiapó, Region III, Atacama,
Chile, approximately 38 kilometres S-SE of the city of Copiapó. The center of
the project area is located at UTM Zone 19 J, Southern Hemisphere, 384,900E
6,937,900N, Datum World Geodetic System ("WGS") 84, or South Latitude 27o 40
41" West Longitude 70o 10 03", Datum WGS 84. All geographic references in this
summary utilize UTM Zone 19 J Southern Hemisphere and datum WGS 84 unless
otherwise stated.

Claims and Title

Mining and exploration rights in Chile are controlled by the
federal government. Private parties can obtain mineral rights via solicitation
of an exploration concession ("pedimento") and prior to exploitation, converting
the exploration pedimento to an exploitation concession. The mining concessions
are administered by the Servicio Nacional de Geologia y Minera ("SERNAGEOMIN"),
a federal agency. To maintain concessions in good legal standing, concession
holders are obligated to pay annual tax payments. The Rosario project consists
of 7 concession groups covering in aggregate 551 hectares and one application
for a mining concession currently under review for issuance of title. The titled
mining concessions are shown in Figure 1 and concession information is
summarized in the embedded table. The legal standing of these claims has been
verified by the Corporations legal counsel in Chile, Lic. Cristian Quinzio of
Quinzio y Vergara in Santiago, Chile. Quinzio has also reviewed and confirmed
the validity of the purchase option contracts by which Rio Condor may obtain
ownership of the mining concessions. Rio Condor is a 100% owned Chilean
subsidiary of the Corporation.

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Figure 1.Rosarioprojectminingconcessionmap.

44

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As specified in Article 74 of the Chilean Mining Code (Código
de Minería), the location of concession boundaries are marked in the field with
survey monuments placed by a registered engineer or minerals landman (perito
minero) at the vertices of each claim group. During the site visit to the
project, Mr. Gray located several survey monuments and obtained UTM coordinates
for them using a Garmin GPS model Map60 CSX. The survey monuments matched the
concession vertices indicated on the mineral claims land maps.

The seven mining concessions and the claim application which
cover the project area are currently controlled by Rio Condor by means of seven
separate option agreements whereby Rio Condor can earn a 100% interest in the
mining concessions and applications, subject to a 2% NSR which may be purchased
for US$3 million, by making annual cash payments over a four year period
totaling US$12.4 million. Also, during the same period, Rio Condor must pay a
total commission or management fee of US$500,000.

The main features of the seven options agreements are as
follows:

Rio Condor may obtain from SLM Rosario Una de la Sierra San
Marcos, a 100% interest in the Rosario 1 to 10 concessions, subject to a 2% NSR
which may be purchased for US$$534,200, under terms of a purchase option
agreement executed on November 5, 2009. Rio Condor may exercise the purchase by
making cash payments totaling US$2,670,589 over a four year period. An initial
payment of US$66,765 has been made, and the next payment is due on November 5,
2010 in the amount of US$200,294. Up until such time that Rio Condor exercises
the purchase option, SLM Rosario Una de la Sierra San Marcos is permitted to
continue exploitation activities up to 6,000 tonnes per month.

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

Rio Condor may obtain from SLM Eliana II Una de la Sierra San
Marcos and SLM Eliana III Una de la Sierra San Marcos, a 100% interest in the
Eliana II 1 to 22 and Eliana III 1 to 2 concessions, subject to a 2% NSR which
may be purchased for US$203,600, under terms of a purchase option agreement
executed on November 5, 2009. Rio Condor may exercise the purchase by making
cash payments totaling US$1,017,646 over a four year period. An initial payment
of US$25,441 has been made, and the next payment is due on November 5, 2010 in
the amount of US$76,323.

Rio Condor may obtain from SLM Eliana I Una de la Sierra San
Marcos a 100% interest in the Eliana I 1 to 20 concessions, subject to a 2% NSR
which may be purchased for US$1,056,400, under terms of a purchase option
agreement executed on November 5, 2009. Rio Condor may exercise the purchase by
making cash payments totalling US$5,282,353 over a four year period. An initial
payment of US$132,059 has been made, and the next payment is due on November 5,
2010 in the amount of US$396,176. Up until such time that Rio Condor exercises
the purchase option, SLM Eliana I Una de la Sierra San Marcos is permitted to
continue exploitation activities up to 4,000 tonnes per month. The Eliana I 1 al
20 Manifestacion (i.e., claim application) is currently under review by
SERNAGEOMIN and the total hectares that will be awarded to this concession is
not yet determined. The application covers ground that is east of, and not
contiguous with, the Julia concession block. The Eliana I 1 al 20 application is
physically separated from the core of the project area.

Rio Condor may obtain from SLM Tamara I Una de la Sierra San
Marcos a 100% interest in the Tamara 1 to 9 concessions, under terms of a
purchase option agreement executed on November 5, 2009 and modified on November
11, 2009. Rio Condor may exercise the purchase by making cash payments totaling
US$400,000 over a four year period. An initial payment of US$15,000 has been
made, and the next payment is due on November 5, 2010 in the amount of
US$35,000. This option agreement does not contain a NSR payment.

Under terms of the option agreements, Rio Condor may only waive
all together the four option agreements comprising the Rosario, Julia, Eliana I,
Eliana II - Eliana III and Tamara I agreements and does not have the right to
waive one or more of these agreements independently. This means that the option
granted by each option agreement must be exercised collectively with all option agreements. The
Rosario 1/10, Julia 1/18, Eliana I 1/20, and Eliana II 1/22  Eliana III option
agreements contemplate that should the option be exercised then from the
beginning of commercial production of each mining property, a NSR royalty of 2%
must be paid by Rio Condor on a quarterly basis. Rio Condor may acquire the NSR
royalty by paying to all the vendors a purchase price of US$2,000,000. The NSR
royalty payments and, if applicable, the purchase price, is to be distributed
among the four vendors according to the following percentages: Rosario, 26.71%;
Julia, 10.29%; Eliana I, 52.82%; Eliana II, 5.09% and Eliana III, 5.09% .
Pursuant to the agreements for Rosario, Julia, Eliana I, Eliana II - Eliana III,
and Tamara I concessions US$265,000 was paid on closing and a total of
US$785,000 is payable at or before November 5, 2010.

45

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Rio Condor may obtain from Julio Santander Noemi a 100%
interest in the SOESMI 1 to 32 concessions under terms of an agreement entered
into on December 3, 2009. The Corporation will pay US$1,000,000 over three years
to acquire the SOESMI Property, subject to a 2% NSR fee. The royalty may be
purchased for US$1,000,000. US$75,000 ($79,020) was paid on closing. The next
payment is due on June 3, 2010 in the amount of US$50,000 followed by US$50,000
due on December 3, 2010.

Rio Condor may obtain from Mario Leoncio Contreras Villar a
100% interest in the Simonetta 1 to 20 concessions under terms of an agreement
entered into on January 23, 2010. The Corporation will pay US$1,000,000 over
four years to acquire a 100% interest in the Simonetta Property. US$30,000
($30,782) was paid on closing. The next payment is due on July 23, 2010 in the
amount of US$10,000 followed by payment of US$65,000 due on January 23, 2011.
The option agreement does not contain a NSR payment.

Demasías

Under current Chilean mining law, a mining concession must be
a square or rectangle with minimum dimensions of 100 x 100 metres, positioned
such that sides are oriented due North-South and East-West. Because of this
restriction, the ground shown in white in a stair step pattern surrounding the
Rosario 1 to 10 concessions and the corridor between Trillador 1 to 14 and
Carmen 1 to 12 cannot be claimed by any person as an independent and individual
mining concession because none of such stair steps considered individually
comply with the minimum dimensions and position requirements already referred
to. Under Chilean mining law, at such time that this ground is completely
enclosed by other valid mining concessions, these open fractions automatically
convert to irregularly shaped concession blocks (i.e., demasias) with rights
assigned to the senior contiguous concession. In this case, the Rosario
concession block is the senior concession group with rights to this ground. Rio
Condors legal counsel has advised that it is convenient to produce the demasias
that will favor the Rosario concessions by applying for a mining concession
that, aside from overlapping areas already comprehended by some of the Rosario
project concessions, would take part of the open areas and confine the Rosario
Property with two other neighboring exploitation mining claims, therefore
producing the demasias, thus triggering the eventual assignment of this ground
to the Rosario concession. Once the demasias is triggered by the ground being
completely enclosed by other valid mining concessions, the demasias will belong
to Rio Condor by operation of law. Out of an abundance of caution, Rio Condor
has executed an agreement with the title holder of the Rosario concessions that
explicitly guarantees that these demasias will be assigned to Rio Condor.

Surface Rights

The ownership of surface rights has been investigated by Rio
Condor and by a minerals landman and no record of private surface rights has
been found in the public record thus the lands are interpreted to be held
federally. Rio Condor has requested confirmation of Fiscal surface rights from
the Chilean lands bureau. Chilean mining law allows exploration activities to
proceed on undeveloped lands without requirement of a surface access agreement.
The legal ownership of surface rights has not been verified by Mr. Gray or
Resource Geosciences de Mexico SA de CV (RGM).

Mineralization

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

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Environmental Liability

Potential environmental liabilities associated with the active
and historic mining at the project have not been investigated or verified by Mr.
Gray or RGM, but no significant environmental liabilities are apparent. Small
abandoned mines and unmineralized rock piles are present but are not generating
acid drainage. There are no plant facilities or tailings piles present within
the project area.

Permits

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

ACCESS, CLIMATE, INFRASTRUCTURE, AND PHYSIOGRAPHY

The property is located approximately 38 kilometres
east-southeast of the city of Copiapó, in the Provincia of Copiapó, comuna of
Tierra Amarilla, Region III, Atacama, Chile (Figure 2). Access is by road from
Copiapó and requires approximately 1 hour of travel time. The first 26
kilometres is via paved federal highway 35, heading south to the electrical
substation at the COEMIN mineral processing plant, thence turning east on
unpaved highway C401. Beginning at highway C401 the remaining distance
(approximately 20 kilometres) is on unpaved but well maintained high speed
roads. From the COEMIN plant one travels east 7 kilometres on Highway 401 and
then turns south on road C405 continuing 12 kilometres, then west onto the
access road to the Rosario mine for a distance of 1.5 kilometres to arrive at
the mine area. Road C405 passes directly through the project area. Electric
transmission lines follow highway C401 and are as close as 11 kilometres to the
project. All basic services are available in Copiapó and Tierra Amarilla, both
of which are important mining centers. The project area is unpopulated, except
for the camps of the miners currently exploiting the Cu deposits. Most of the
inhabitants of the region depend on mining and agriculture (e.g., grapes) for
economic sustenance. An adequate supply of experienced labor for mining
operations can be drawn from the region. The nearest commercial airport is
located 46 kilometres west of Copiapó and is served by daily flights from
Santiago and other Chilean cities.

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Figure 2. Rosarioprojectlocationmap.

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

The climate in the area is arid with seasonal temperatures
ranging from an average annual high of 28oC in January and an average annual low
temperature of 5oC in July, as measured at meteorological station
Copiapó-Chamonate located at 27°18 S, 70°25 W, 291 metres above sea level
(Dirección Meteorológica de Chile, 1991, Normales de precipitación, temperature media, temperatura mínima media y
temperatura máxima media, 1961-1990, Estación Meteorológica Copiapó-Chamonate,
data available through the Departamento de Geofísica de la Facultad de Ciencias
Físicas y Matemáticas de la Universidad de Chile, at http://www.atmosfera.cl/).
Average annual precipitation is 12 millimetres. Exploration activities may be
conducted year round. Vegetation in the area is sparse to absent, consisting
only of small scrub in the valley floors along temporal river or stream
channels.

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HISTORY

The date of the earliest exploration and mining activity in the
San Marcos district is undocumented. Early exploration of the district probably
occurred in the late 1700s concurrent with the early exploitation of mines in
the nearby Punta del Cobre and Pampa Larga mining districts (Ortiz, F., Araya,
R., Franquesa, F., Moraga, A., and Zentilli, M., 1966, Informe geológico del
distrito minero Punta del Cobre, Provincia de Atacama, Instituto de
Investigaciones Geologicas, Boletin No. 14, 46p., Santiago).

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

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

During the field review ground electrode stations for induced
polarization geophysical surveys (IP surveys) were noted in the Simonetta and
Rosario concessions. The claimant of the Simonetta concession advises that
Freeport conducted the IP survey in the area in 2008. Minera Barahona has been
mining oxide and sulfide ores at the Rosario concession from surface cuts, open
pits, and a spiral decline, and currently is selling approximately 2,000 tonnes
per month of sulfide ores to ENAMI, delivered to the ENAMI mill and
concentration plant outside of Copiapó.

In April 2010, the Corporation commenced an exploration
drilling program at the property. At least 3,000 meters of diamond drilling in
14 drillholes is contemplated for the Phase 1 drill program.

GEOLOGICAL SETTING Regional Geology

The Rosario project is within the San Marcos Mining District,
hosted by the Cretaceous Cerillos Formation, a 6,000 metre thick sequence of
dominantly clastic sedimentary strata which crops out continuously in an 8
kilometres wide, 70 kilometres long, N-NE trending swath (Arevalo, C., 2005,
Carta Los Loros, Región de Atacama, Carta Geológica de Chile Serie Geología
Básica No. 92, Escala 1:100,000, Servicio Nacional de Geología y Minería,
Subdirección Nacional de Geología), as shown in Figure 3. The upper 3,500 metres
of the sequence hosts conglomerates and volcanic breccias intercalated with
sandstones and andesite and basaltic andesite lavas and autoclastic breccias.
Diaz, A., Lledo, H., Vivallo, W., 1998, Yacimientos metalíferos de la hoja Los
Loros, Region de Atacama, Mapa de Recursos Minerales de Chile, No. 2, Servicio
Nacional de Geología y Minería, Subdirección Nacional de Geología, described
irregular manto, chimney, and vein Cu deposits hosted by andesitic lavas of the
Cerrillos Formation where they were intruded by dikes and small stocks of
andesitic and dioritic composition. The deposits described by Diaz, et al.
(1998) contain specularite and/or magnetite as characteristic gangue minerals.
The Cerrillos Formation lacks chronostratigraphic fossils but paleontological
and radiometric age dates of underlying strata and cross cutting intrusives fix
the age of the Cerrillos Formation within the range 89 to 125 millions of years
ago (Aptian  Turonian). Geologic and metallogenic maps (Diaz et al., 1998,
Arevalo, C., 2005, Carta Los Loros, Región de Atacama, Carta Geológica de Chile
Serie Geología Básica No. 92, Escala 1:100,000, Servicio Nacional de Geología y
Minería, Subdirección Nacional de Geología) published by the Chilean Geological
Survey (SERNAGEOMIN) demark an extensive zone of hydrothermal alteration
(mineral assemblage not specified) that partly covers the Rosario project area.
The Cerillos Formation overlies and is separated from the Jurassic-Cretaceous
Chanarcillo Group and the Punta del Cobre Formation by an erosional
disconformity.

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Figure 3. Regional geology map, Rosario project.

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Local Geology

The following discussion of project geology is based upon 6
days of field examinations by Mr. Gray. The project area is underlain by a
compositionally monotonous sequence of andesitic volcanic and volcaniclastic
strata. A lack of compositionally or texturally distinct marker units hinders
mapping of the area. Andesites observed include dark, magnetic, fine grained,
sparsely porphyritic aphanitic andesites in which fine grained plagioclase
phenocrysts are the only megascopically observable mineral, and course grained,
plagioclase phenocrystic, porphyritic-aphanitic, non-magnetic andesites. Breccia
textures interpreted to be autoclastic flow breccias were observed but many of
the andesites lack textural evidence that would indicate a subaerial rather than
shallow subvolcanic origin. Fine grained volcaniclastic arenites and siltstones
are interpreted to be intercalated with the andesites. The volcaniclastic strata
recessively weather and are generally only exposed in road cuts. Where primary
volcanic stratification was observed and measured, it consistently had northeast
strike with dip to the southeast at 25 to 45 degrees. Many volcanic lithologic
contacts exhibit some degree of structural dislocation, but the contacts are
interpreted to reflect primary volcanic contacts that served as zones of
weakness that localized later small scale displacements as a result of
post-depositional stress. Displacement along the primary contacts is
unquantified but is interpreted to be a result of relatively minor bedding plane
slip.

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

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

Outcrops of matrix-supported, rounded to subangular breccias
comprised of dioritic clasts in a dioritic matrix are interpreted as intrusive
breccias associated with emplacement of diorite. Breccias with similar texture
that exhibit pervasive hydrothermal alteration of both clasts and matrix may
represent altered intrusive breccias or may be hydrothermal breccias cutting
diorite. These breccias are often associated with mineralization as discussed in
this summary.

A lack of distinctive mappable marker units precludes inference
of large scale structures by offsets, termination, or repeats of outcrop
patterns. Numerous north azimuth (NA) 265 to 315 striking, steeply SW dipping
to vertical, fault planes were noted in mine workings and prospects throughout
the project area, and in one case a mapped fault correlates with a linear
feature observable on satellite images with an apparent strike length of greater
than 600 metres, however in most cases faults observed cannot be confidently
projected beyond the immediate area of exposure. The inferred northeast striking
fault is not directly observed but is inferred on the basis of the linear
termination of outcrops of intrusive and breccias. High angle, sheeted fractures
and joints were observed at every azimuth and at the level of reconnaissance
mapping completed thus far, no dominant structural fabric is apparent.

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DEPOSIT TYPES

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

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

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

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

The Rosario system exhibits some similarities to both Chilean
manto and IOCG deposits. Some of the economically important examples of these
ore deposit types are discussed herein. The mineralization described for the
mines in this section is not necessarily indicative of the mineralization at the
Rosario Property. Chilean manto deposits are stratigraphically controlled,
andesite hosted Cu deposits, and have been an economically significant ore type
in Chile. The mineralized mantos are tabular zones developed in favorable
volcanic strata, and the mantos are developed adjacent to high angle mineralized
structural zones. High angle hydrothermal breccias are often important hosts of
mineralization, thus the manto deposits encompass tabular stratiform orebodies;
discordant, vein type near vertical orebodies; and high angle discordant
pipe-shaped or chimney deposits hosted by breccias. Two important metallogenic
environments host manto deposits in Chile, the Jurassic La Negra Formation in
the Coastal Cordillera in Region II, and the Early Cretaceous volcanic belt in
between Region III and Santiago. The most important mines developed on manto
orebodies include Mantos Blancos, hosted by andesites of the La Negra Formation,
with production, resources, and reserves of 500 million tones at a grade of 1.0%
Cu (Ramirez, L., Palacios, C., Townley, B., Parada, M., Sial, A.,
Fernandez-Turiel, J., Gimeno, D., Garcia-Valles, M., and Lehmann, B., 2006, The
Mantos Blancos copper deposit: an upper Jurassi breccia-style hydrothermal
system in the Coastal Range of Northern Chile, Mineralium Deposita Vol. 41 No.
3, pp. 246-258) and El Soldado, hosted in Cretaceous volcanic rocks of the Lo
Prado Formation, with production and reserves of 130 million tones at a grade of
1.5% Cu (Boric, R, Holmgren, C., Wilson, N., and Zentilli, M., 2002, The geology
of the El Soldado manto type Cu (Ag) deposit, Central Chile, in  Porter, T.M.,
(Editor) 2002  Hydrothermal iron oxide copper-gold and related deposits, a
global perspective, Vol. 2; PGC Publishing, Adelaide Australia pp. 163-184). The
mineralization described for the mines in this section is not necessarily
indicative of the mineralization at the Rosario Property.

Chilean IOCG deposits share some chemical and morphological
characteristics in common with manto deposits. In IOCG deposits andesitic
volcanic strata are often important ore hosts and stratiform tabular mineralized
zones may be developed adjacent to high angle mineralized structures. The IOCG
ores typically contain economic quantities of both Cu and Au. Hypogene
specularite and/or magnetite form a significant part of the gangue mineral
assemblage, and in some cases are present in sufficient concentrations that the
deposits constitute Fe ore. The Punta del Cobre deposit mine located 22
kilometres north-northwest of Rosario, is hosted by Late Jurassic-Early
Cretaceous andesites and exhibits both high angle structural and stratigraphic
controls to Cu mineralization. It has been classified as an IOCG deposit (Sillitoe, R., 2003,
Iron-oxide-copper-gold deposits: an Andean view, Mineralium Deposita v. 38, p.
787-812). Current production is approximately 10,000 tonnes per day of ore
grading 1% Cu (personal communication by Pucobre staff during site visit) and
the mine has reported cumulative production and reserves of approximately 120
million tonnes grading > 1% Cu and approximately 0.5 grams per tonne (gpt)
Au (Marschik, R., and Fontbote, L., 2001, The Candelaria-Punta del Cobre iron
oxide Cu-Au (-Zn-Ag) deposits, Chile. Econ. Geol v96:pp1799-1826). The Candelaria
Cu mine is located 21 kilometres northwest of Rosario and is also considered an
IOCG deposit (Sillitoe, 2003). A significant portion of ore is hosted in
andesites of the Cretaceous Punta del Cobre Formation as 10 to 50 metres thick
mantos controlled at least in part by the contact of the andesites and overlying
volcaniclastic sedimentary rocks. Chalcopyrite is the only significant Cu ore
mineral (Ryan, P., Lawrence, A., Jenkins, R., Matthews, J., Zamora, J., Marino,
E., and Urqueta, I., 1996, The Candelaria copper-gold deposit, Chile, in Pierce,
F.W., and Bohn, J.G., eds., Porphyry copper deposits of the American Cordillera:
Arizona Geological Society Digest v. 20, p. 625-645). Initial mining reserves
were reported as 366 million tonnes grading 1.08% Cu and 0.26 gpt Au (Ryan et
al., 1996). The mineralization described for the mines in this section is not
necessarily indicative of the mineralization at the Rosario Property.

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MINERALIZATION General

Numerous Cu occurrences and zones of hydrothermal alteration
are exposed in outcrop, small active mines, and exploration workings throughout
a 3 square kilometers area centered upon the Rosario Property. Host rocks to Cu
mineralization include andesitic volcanic strata, andesitic porphyritic
intrusions, dioritic intrusions, and intrusive and/or hydrothermal breccias.
Both high angle structural and low angle stratigraphic controls are observed.
Mineralized zones are characterized by alteration mineral assemblages which
include albite, tourmaline, actinolite/tremolite, sericite, clay minerals, and a
mineral tentatively identified as sphene. The mineralized area that has been the
focus of exploration and exploitation is within the Rosario concession. Other
mines and exploration workings in the district include the Simonetta, Rosario,
Trillador, Carmen, Tamara, and SOESMI concessions. All are part of a single
large mineralizing system and share some characteristics in common, but some
differences are also observed between the different areas, as described in Mr.
Grays report. Although not all district Cu showings are included in the Rosario
project, the geologic observations made at these other showings have relevance
to the interpretation of the geology of the Rosario project thus they are herein
discussed.

All of the prospects and small mines were developed on zones of
outcropping Cu mineralization comprised of Cu carbonates, sulfates, silicates,
and halides, principally malachite, chrysocolla, and chalcanthite, with or
without accompanying atacamite. For simplicity of use, this supergene mineral
assemblage, formed by the oxidation of primary Cu sulfide minerals, will
hereafter be referred to as oxide Cu or Cu oxide mineralization. Primary Cu
sulfides are present at depths of 2 to 20 metres below the present topographic
surface. The most important mines and showings visited by Mr. Gray are herein
described.

Active Mines and Exploration Areas within Rosario Project
Rosario Decline

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

At the Rosario underground mine, primary Cu mineralization is
hosted by a fine grained, equigranular dioritic intrusion and related intrusive
and or hydrothermal breccias (Figure 4). The intrusive is present as both
conformable sills and as discordant small plugs or stocks. The mineralized area
is characterized by albite alteration, which locally is pervasive and intense,
of both the intrusion and the host volcanic strata, often accompanied by
tourmaline in the form of fine grained disseminated black grains, and by
chlorite and actinolite/tremolite replacement of mafics. Elevated sodium oxide
(Na2O) contents of as much as 10.5% (7.8% on an elemental Na basis) indicate the
altered rocks were affected by Na metasomatism. Both mineralized and
unmineralized intrusive are albite and tourmaline altered. A fine grained,
translucent, pale yellow green mineral with adamantine luster is present as
disseminations in intensely albitized rock and has been tentatively identified
as sphene, and comprises a minor component of the alteration mineral assemblage.
In breccias zones both clasts and matrix are tourmalinized. It is not clear if
these breccias are altered intrusive breccias or hydrothermal breccias. The
albite alteration zone lies within a broader zone of pervasive hydrothermal
alteration which is expressed as bleaching and clay-sericite alteration of the
host rocks, locally accompanied by primary sulfides that form Fe-oxide color
anomalies in weathered exposures.

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Figure 4. Mineralized hydrothermal breccia exposed in Rosario
mine decline.

The morphology of the mineralized zones is undetermined. Stopes
on the ore are unordered and indicate no preferred orientation, which is
consistent with observations made at the mine, where high grade mineralized
diorite was observed in razor sharp but irregular contact with altered but
unmineralized diorite (Figure 5). Mineralized breccias also exhibit razor sharp
irregular contacts with the host diorite. Mined zones exposed are as much as 20
metres high with horizontal dimensions measured in the tens of metres. Since
September of 2007, Minera Barahona has produced over 15,000 tonnes of sulfide
ores from the Rosario decline with average grade of 2.05% Cu and 0.79 gpt Au.
Ores have been exploited over a vertical interval of greater than 40 metres. Mr.
Grays independent sampling yielded 0.86% Cu and 0.23 gpt Au at the deepest
level of the Rosario decline, indicating that mineralization continues to at
least the deepest level currently developed. The ore mineral assemblage consists
of chalcopyrite with or without subordinate bornite. Pyrite is sparsely present
as a gangue mineral. The chalcopyrite, and bornite when present, occur as fine
grains evenly disseminated throughout the host rock. Veinlets of any scale are
absent, and no fracture or microfracture control was observed. In some cases the
Cu sulfides were clearly observed to be replacing chloritized mafic minerals.
Molybdenum minerals were not observed in hand specimens, but molybdenum is
present in the Cu-Au mineralized zones in amounts of as much as 0.04%,
suggesting the presence of molybdenite.

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Figure 5. Mineralized intrusive in sharp contact (dotted red
line) with unmineralized intrusive.

Manto Pit

The manto pit is located 850 metres west-southwest of the
Rosario decline and was developed as a series of open cuts on oxidized zones of
primary sulfide Cu mineralization. The oxidized mineral assemblage consists of
malachite, chrysocolla, chalcanthite, and possibly atacamite. In contrast to the
Rosario decline, the main host rock appears to be the southeast dipping
andesitic volcanic strata, although the intense alteration may be masking the
presence of conformable sills of similar composition. The deepest portions of
the surface cuts expose primary sulfide mineralization, present as disseminated
chalcopyrite in the andesitic volcanic host. A two metre vertical representative
sample, ROS-014, was collected across the lowermost exposed portion of the zone
where it hosts disseminated chalcopyrite. Sample ROS-014 yielded 1.79% Cu and
0.01 gpt Au. The mineralized zone appears to follow the primary volcanic
stratigraphy and dips 45o to the southeast, and is coincident with a planar
fault zone interpreted to be a result of bedding plane slip (Figure 6). As
exposed in the surface cuts, the mineralized zone is 12 metres thick, and
possibly greater, but mineralization intensity varies across the exposed
thickness. The mineralized zone lies within an extensive zone of pervasive
hydrothermal alteration manifested by bleaching and clay-sericite alteration of
the andesitic volcanics, accompanied by pyritization of the footwall to the
mineralized zone, which is well expressed as an Fe-oxide color anomaly at
surface. Some of the pyritic zone appears to be composed of a pyritic dioritic
sill intruded into the andesite sequence. Cu oxide showings in pervasively
bleached and sericite-clay altered volcanics located northeast of the main manto
pit are interpreted to be part of the same mineralized zone, and if so, indicate
a mineralized strike length of 175 metres. Sample ROS-015, a 2 metre
representative sample over a 4 square meters area, was collected from an open
cut on a Cu showing northeast of the Manto pit, and yielded 3.85% Cu and 0.08
gpt Au. Cu oxide showings beyond the hill crest east of the manto pits indicate
that at least a 115 metre stratigraphic thickness of the andesites has at least
been locally mineralized, assuming that the dip projection of the volcanic
strata is constant to the southeast and that no structural offsets are present
between the Cu showings.

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Figure 6. View looking southwest at Manto Pit. Mineralized
zone dips to the southeast, to the left in the photo.

Tamara

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

Simonetta

The Simonetta area is adjacent to and east of the Rosario area.
The diorite intrusion and intense alteration observed at Rosario extends onto
the Simonetta ground where tourmalinization and pervasive bleaching of diorite
and andesite country rock was observed (Figure 7). Exploration of surface Cu
showings with a tracked excavator has revealed both irregular zones of oxidized
Cu mineralization and zones of primary chalcopyrite at shallow depths. The
control of Cu distribution is unclear. Transported supergene Cu mineralization
occurs as coatings on fractures and fault planes of diverse orientations, but
these structures appear to be local controls of transported Cu and do not
necessarily reflect the controls of the hypogene Cu sulfide distribution.

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Figure 7. Bleached and tourmalinized diorite in outcrop at
the Simonetta claim.

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

SOESMI

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

Precipitation of supergene Cu oxides was at least in part
controlled by lithology. In several instances, gaudy fracture coatings of Cu
oxides are entirely restricted to fractures in fine grained andesitic dikes that
crosscut the coarse grained plagioclase porphyry. Fractures are Cu oxide
encrusted when in the fine grained andesite but barren when in porphyry.
Xenoliths of andesite within the porphyry exhibit the same control on Cu oxide
precipitation. In these cases it is clear that the observed Cu oxides are not
the result of in situ oxidation of Cu sulfide minerals and the source of the Cu
is unknown. The claimant of the SOESMI concessions reported that Pucobre
optioned and explored the SOESMI concessions in 2009 and drilled 10 shallow
diamond core holes totaling 916 metres, in and around the surface pits. The
claimant of the SOESMI concession provided to Mr. Gray a photocopy of a report
that he stated was delivered to him by Pucobre at the termination of their drill
program on the property. The most significant result reported was a 12 metres
intercept of sulfide mineralization containing 4.98% Cu from 76 to 88 metre
depth in a vertical drillhole. None of drill logs, drill core, or original assay
certificates for this hole were available for review and this reported intercept
has not been verified. The results reported by the SOESMI claimant should be
regarded as historical in nature, are not Canadian Securities Administrators
(CSA) NI43-101 compliant, and should not be used for economic assessments of
the project. During field review of the SOESMI concession Mr. Gray noted in the
field 10 drillhole collars and monuments whose locations are the same as those
listed in the report provided by the claimant.

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Other Cu Occurrences

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

EXPLORATION General

Prior to the Corporations acquisition of the Rosario
project, exploration at the project consisted predominantly of direct mining of
exposed mineralized zones by the mining concession owners or lessees. The
claimants of the district utilize tracked excavators and bulldozers to expose
bedrock in areas where Cu oxide staining is observed at surface. Shallow
exploration drillholes are reported to have been completed within or immediately
adjacent to some of the small oxide Cu pits at both the SOESMI and Trillador
properties as described in this summary. None of the Corporation, RGM, or Mr.
Gray has access to original data for these drill campaigns. During his
reconnaissance, Mr. Gray observed in the field IP electrode stations at the
Simonetta and Rosario concessions. The owner of the Rosario concession reported
that Freeport completed IP studies in the area prior to making an unsuccessful
offer to option the Rosario project. Since the date of the Rosario Report, the
Corporation has obtained directly from Freeport the data from the IP survey that
it conducted on the Rosario and Simonetta properties. The results indicate that
the Rosario and Simonetta concessions are underlain by a weak chargeability
anomaly, consistent with the presence of disseminated sulfides at depth.

Upon execution of the purchase option agreements for the
seven concessions that comprise the Rosario project, the Corporations Chilean
subsidiary, Rio Condor, obtained explorations rights for the concessions. The
Corporations exploration of the property commenced in October 2009 when Mr.
Gray conducted reconnaissance studies of the district geology and the operating
mines. In January 2010, the Corporation commenced detailed geologic mapping of
the project leading to definition of drill targets. In the first quarter of
2010, the Corporation completed geologic mapping and reconnaissance sampling of
the Rosario and Simonetta concessions, identifying alteration zones associated
with Cu-Au mineralization and possible structural and stratigraphic controls to
Cu and Au distribution. In April 2010, the Corporation commenced a Phase 1
exploration drill program comprising 3,000 meters of diamond core drilling in 14
drill holes.

Geologic Mapping and Geochemical/Mineralogical Sampling

Reconnaissance mapping was completed over a 6 day period in
October 2009, using 1:50,000 scale topographic maps and public domain satellite
images as a mapping base. A Garmin GPS Map60CSX was used for survey control. All
known small mines and significant Cu showings in the district were reviewed, but
efforts were concentrated on the Rosario concession group. Concurrent with
the reconnaissance mapping, Mr. Gray collected representative rock chip samples
of specific mineralized and hydrothermally altered zones. The objective of the
sampling was to determine the metal contents of particular alteration mineral
associations and to verify the ranges of metal contents present in the orebodies
being exploited at the Rosario mine.

58

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Detailed geologic mapping with concurrent rock chip sampling
commenced in January 2010 and is ongoing to the present. Thus far, the
Corporation completed 1:5000 scale geologic mapping of the Rosario and Simonetta
concessions and conducted systematic sampling of mineralized exposures in mine
workings, prospects, and surface outcrops.

DRILLING

In April 2010, the Corporation commenced an exploration drill
program at the project. As of May 31, 2010, approximately one-third of a 3,000
meter planned drill program was completed. Previous operators are reported to
have conducted exploration drilling in the SOESMI, Trillador, and Simonetta
concessions, as discussed in this summary. Drillcore, original drillhole logs,
and original assay certificates for these historical drill programs are not
available to Mr. Gray or to the Corporation.

SAMPLING METHOD AND APPROACH Sampling Method, Nature,
and Spacing

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

Samples collected were representative grab samples, 1.5 to 2
metres in length, oriented perpendicular to the structural fabric of the feature
of interest being sampled. All samples were collected by hand, using hardened
steel geological hammers. Samples were placed in plastic sample bags and sealed.
Sample weights varied from 1.5 to 2.0 kilograms. Sample spacing was variable,
and was a function of exposure of mineralized or altered rock. Sample locations
were marked in the field on the outcrop or mine working face.

Beginning in January 2010, the Corporation began systematic
sampling of mine workings and prospects, using the same protocols and methods
previously described.

Recovery Factors

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

Sample Quality and Representativity

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

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

59

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SAMPLE PREPARATION, ANALYSES, AND SECURITY

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

Personnel

Surface and underground rock chip samples collected in 2009
were collected exclusively by Mr. Gray. Employees, officers, directors, or
associates of the Corporation were not involved in sample collection or
preparation. Samples collected in 2010 were collected by geologists contracted
by Rio Condor working under the supervision of a senior geologist from Resource
Geosciences de Mexico.

Bridgeport Resources Sampling Program

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

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

ALS Chemex reports the following preparation method: Each
sample was dried and the entire sample was crushed to better than 70% passing a
2 millimetre (Tyler 10 mesh) screen. Using a riffle splitter, a split of up to
250 grams was taken and pulverized to better than 85% passing a 75 micron (Tyler
200 mesh) screen. Au content was first analyzed utilizing standard fire assay
fusion, followed by Inductively Coupled Plasma Atomic Emission Spectroscopy
(ICPAES) (ALS Chemex procedure Au ICP21), with a detection limit of 0.001 ppm
and upper limit of 10 ppm. All other elements listed below were analyzed
utilizing four acid digestion (HFHNO3-HClO4 acid digestion and HCl leach) and
ICPAES methods (ALS Chemex procedure ME-ICP61).

DATA VERIFICATION Prior Exploration Campaigns

No data is available from exploration programs conducted prior
to Bridgeports involvement with the project, except for a photocopy of a report
attributed to Pucobre summarizing drilling at the SOESMI claims. The Pucobre
drill collar monuments were located and confirmed in the field, but the
drillcore was not available for review or re-assay thus assay data for the
drillholes was not confirmed and the results reported by the SOESMI claimant
should be regarded as historical in nature, are not CSA NI 43-101 compliant, and
should not be used for economic assessments of the project. The Corporation has
not yet commenced an exploration program at the project beyond the work
completed as part of the Rosario Technical Report, thus there is no prior data
to be verified.

Production Data

Mineria y Transporte Barahona provided copies of ENAMI ore
purchase receipts documenting production and grade of material shipped from the
Rosario mine to the ENAMI mill in Copiapó. Mr. Gray reviewed the ENAMI sales
receipts which confirmed that Barahonas verbal representations of production
sulfide ores at grades of ~2% Cu and >0.5 gpt Au were accurate. The receipts
indicate that in the 31 month period from December 2006 to June 2009, Minera
Barahona produced: - 59,328 tonnes of oxide ores with average grade of 1.52% Cu,
-15,110 tonnes of sulfide ores with average grade of 2.05% Cu, 3.3 gpt Ag, and
0.79 gpt Au. The average production rate of both oxide and sulfide ores, over
the 31 month period was 2,401 tonnes per month, and the first semester 2009
production rate of sulfide ores was 1,920 tonnes per month. Mr. Gray was present
to observe the daily production from the Rosario decline during the period spent
on site in October 2009 and a random grab of ore being shipped to ENAMI on
October 5, 2009 was collected for assay, sample ROS-006. This sampled assayed
3.39% Cu and 0.78 gpt Au, consistent with the representations made by Barahona.
Mr. Gray collected 15 samples from the Rosario mine workings, both underground
and surface cuts. Samples collected from ore zones currently being mined or
previously mined yielded Cu contents of 0.67 to 4.36% Cu with Au contents
ranging from 0.30 to 1.01 gpt Au, consistent with the grades indicated on the
ENAMI sales receipts.

Under terms of the purchase option contract granting Rio
Condor rights to acquire 100% interest in the Rosario mining concessions, until
the purchase option is fully exercised, the vendor, Minera Barahona, has the
right to mine up to 5,000 tonnes per month of ores from the concessions. Minera
Barahona is currently mining up to 2,000 tonnes per month of copper oxide ores
from the property. There is no relationship between the Corporation and Minera
Barahona.

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METALLURGICAL TESTING

No metallurgical studies have been conducted by the
Corporation. The current operators of the mines in the district sell their
production directly to ENAMI where sulfide ores are processed via conventional
milling and floatation methods. Oxide ores are processed via solvent extraction
and electro-winning SX-EW methods. Recoveries obtained by ENAMI are unknown to
Mr. Gray.

MINERAL RESOURCE ESTIMATE

Data is insufficient to permit estimation of a mineral
resource. None of the operating mines in the district, including the Rosario
mine, have mining reserves or mineral resources. These mines operate by direct
mining of mineralized material exposed at surface.

INTERPRETATION AND CONCLUSIONS

The Rosario prospect is part of a significant Cu-Au mineralized
system that merits drill testing. The system as currently exposed within the
Rosario project is at least 1.4 square kilometres in extent, as defined by
distribution of Cu showings and hydrothermal alteration. The most intense
hydrothermal alteration and the most significant mineralized zones thus far
discovered in the district lie within the Rosario concessions. Cu mineralization
in the district is present as mantos, mineralized intrusions, mineralized
breccias, and as mineralized high angle structures. Cu is present as mantos in
the sense that the Cu distribution follows the primary volcanic stratification.
The thickest manto zones currently known are only 12-15 metres thick but manto
type mineralization appears to be present over at least a 115 metre, and perhaps
as much as a 300 metre, stratigraphic thickness of the volcanic sequence, thus
lending credence to a hypothesis that stacked mantos may be discovered.

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

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

Many, but not all, oxide Cu occurrences (i.e., oxide,
carbonate, sulfate, silicate and halide) in the district are developed from
in-situ oxidation of chalcopyrite, thus many of the small prospects and mines on
Cu oxide showings are indicating the shallowly concealed presence of primary Cu
mineralization. Sulfide mineralization is encountered at shallow depths (less
than 20 metres from the surface), thus the project is not prospective to host
significant tonnages in an oxide Cu deposit. The system is pyrite poor, which
means the project is not prospective for an enriched chalcocite zone. For the
aforementioned reasons, the project is not prospective for a leachable (SX-EW)
target. Primary mineralization is comprised of altered andesitic volcanic rocks,
dioritic intrusive rocks, and related intrusive and hydrothermal breccias that host disseminated
chalcopyrite, bornite, and subordinate pyrite. Hydrothermal alteration minerals
associated with Cu mineralization include albite, tourmaline,
actinolite/tremolite, sphene, sericite and/or clay minerals. In contrast to many
hydrothermal deposits, quartz veining at any scale is not present at Rosario.
The distribution of primary sulfide minerals is truly disseminated, lacking any
visible microfracture or veinlet control. The system shares some common traits
with IOCG deposits including Na-metasomatism, alteration mineral associations,
and ore mineralogy dominated by chalcopyrite. The deposit is located within a
productive IOCG mineral belt, however hypogene Fe oxides (specularite and/or
magnetite), which are an essential component of IOCG deposits, were not observed
to be present. The Rosario system also has traits in common with Chilean manto
type deposits including andesitic host rocks, stratigraphic control to metal
distribution, association with dioritic intrusions and hydrothermal breccias,
and albitic alteration, however the Rosario systems elevated Au content
contrasts sharply with typical Chilean manto deposits that are Au deficient,
Cu-Ag systems. The system is classified by Mr. Gray as intrusive related. The
system as currently exposed, lacks phyllic (quartz-sericite-pyrite) alteration
zones and stockwork veinlets, which are characteristic of porphyry systems, but
potassic alteration zones are coincident to some mineralized zones, suggestive
of a possible link to a porphyry system.

61

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

RECOMMENDATIONS Target Concepts

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

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

At the Buena Esperanza mine, 28 individual mantos, ranging from
2 to 25 metres thick, were developed in a 300 metre thick sequence of Jurassic
andesite (Ruiz, C.F., Aguilar, A., Egert, E., Espinosa. W., Peebles, F.,
Quezada, R., and Serrano, M., 1971, Stratabound copper sulphide deposits of
Chile, pp. 252-260 in Joint Symposium Volume IMA-IAGOD Mtgs., 1970, Tokyo, Soc.
Min. Geol. Jap., Spec. Issue 3, 500p). Observations at the Rosario project
support the viability of the stacked manto concept in a thick sequence of
andesites. The entire stratigraphic thickness is not postulated to be
mineralized, but mineralized manto zones may overlay one another, separated by
variable thicknesses of unmineralized or weakly mineralized rock. Drill testing
is required to confirm the presence of mantos, their thicknesses and grades, and
amount of intervening unmineralized rock between them. The mineralization
described for the mines in this section is not necessarily indicative of the
mineralization at the Rosario Property.

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At the Candelaria Cu-Au deposit, a significant portion of ore
is hosted in andesitic volcanic strata of the Cretaceous Punta del Cobre
Formation, where stratiform tabular mineralized zones developed adjacent to high
angle mineralized structures. Mineralized mantos are present as 10 to 50 metre
thick tabular bodies that overlie one another, separated from each other by
various thicknesses of unmineralized rock. Development of the mantos is
controlled at least in part by the contact of the andesites and overlying
volcaniclastic sedimentary rocks. Mineralized high angle structures are
interpreted to have been conduits for hydrothermal fluids that generated the
mantos. When distal from the high angle mineralized structures, mantos are
present as discrete tabular layers, however when proximal to the high angle
structures, the mantos coalesce to form larger orebodies (Ryan et al., 1996).
The mineralization described for the mines in this section is not necessarily
indicative of the mineralization at the Rosario Property.

The Rosario mine produces sulfide ores containing 2% Cu and
0.78 gpt Au. Production is from mineralized zones developed in a diorite
intrusion and related breccias, hosted within a large zone of pervasive
hydrothermal alteration that is manifested by broad zones of bleaching and
sericite-clay alteration. Restrictive zones of albite and tourmaline alteration
appear to be closely spatially related to mineralized zones. The intensity of
the alteration and the alteration mineral assemblage, particularly tourmaline,
are permissive of a genetic relationship to a magmatic system. Similarly the
angular breccias, both intrusive and explosive hydrothermal in origin, suggest
proximity to a dynamic intrusive center. The morphology of the intrusion- and
breccias-hosted mineralized zones currently being mined is unknown, but their
presence lends support for a significant target at the project comprised of a
concealed mineralized intrusive and related breccias. The entirety of the broad
pervasive alteration zone and the diorite intrusion(s) and immediate z are
prospective for hosting Cu mineralization. A similarly prospective intrusion
that hosts Cu occurrences crops out to the southwest of the Rosario decline.
Drilling is required to define the limits of the currently exploited mineralized
zone and to test for the presence of others within the alteration halo.
Reconnaissance mapping has demonstrated that the color anomaly visible on
satellite imagery is related to hydrothermal alteration, and exploration that
post dates the date of acquisition of the satellite imagery proves that some of
this hydrothermal alteration is directly associated with primary Cu sulfide
mineralization. The empirical evidence is clear that the alteration zones
exposed throughout the district are prospective for discovery of additional Cu
sulfide mineralized zones. The manto pit at the Rosario concession is developed
at the edge of an Fe-oxide color anomaly related to oxidation of sulfide bearing
volcanic rocks.

Exploration Program and Budget

A 3,000 metre exploration diamond drilling program is
recommended as an initial evaluation of the target concepts thus far developed,
and if results are positive, an additional 6,000 metres of resource definition
drilling is recommended to establish the morphology and metal contents of the
mineralized zones discovered. Recommended Phase 1 drillholes are summarized in
Figure 8 and Table 1. Initial emphasis should be placed on drill testing the
mineralized intrusion and breccias at the Rosario mine, exploring for stacked
mantos in the manto pit area, and testing of the mineralized plagioclase
porphyry at the Tamara prospect. Because the favorable andesite sequence may be
as much as 300 metres thick, drillholes of at least this length will be required
in some areas. Location of Phase 2 drillholes is dependent upon results obtained
in Phase 1. A two stage, US$2.3 million budget for the recommended work,
including 9,000 metres of diamond core drilling, is presented. The first stage
comprises 3,000 metres of diamond core drilling with a total budget of
US$776,000. The second stage is contingent upon positive results from the first
and includes 6,000 metres of diamond core drilling at a total cost of US$1.6M.
The proposed exploration budget is summarized in Tables 1 and 2.

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Figure 8.RecommendedPhase 1explorationdrillholes,RosarioProject.

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Table 1. Recommended Phase 1 exploration drillholes.

Rosario Project, Proposed Phase 1 Diamond DrillholesDrillhole
    UTM E WGS84
    UTM N **WGS84**
    **Az**
    **Incl**
    Depth
      **(m)**
    ObjectiveRDDH2010-01
    383,041
    6,938,539
    0
    -90
    200
    Test structural control of Cu mineralization in plagioclase
      porphyryRDDH2010-02
    383,103
    6,938,356
    0
    -90
    300
    Test lithologic contact control of Cu mineralization in
      plagioclase porphyryRDDH2010-03
    384,100
    6,937,650
    0
    -90
    300
    Test stacked Cu mineralized mantos (stratabound zones)RDDH2010-04
    384,100
    6,937,650
    315
    -90
    200
    Test stacked Cu mineralized mantos (stratabound zones)RDDH2010-05
    384,300
    6,937,650
    0
    -90
    200
    Test stacked Cu mineralized mantos (stratabound zones)RDDH2010-06
    384,700
    6,937,950
    0
    -90
    200
    Test Cu mineralized zone on perifery of intrusionRDDH2010-07
    384,650
    6,937,850
    0
    -90
    200
    Test Cu mineralized zone in area of hyrothermal and/or
      intrusive brecciasRDDH2010-08
    384,750
    6,937,650
    0
    -90
    200
    Test Cu mineralized zone in area of hyrothermal and/or
      intrusive brecciasRDDH2010-09
    384,700
    6,937,750
    0
    -90
    300
    Test Cu mineralized zone in area of hyrothermal and/or
      intrusive brecciasRDDH2010-10
    384,925
    6,937,950
    0
    -90
    200
    Test lateral and vertical extensions of orebody being mined
      in Rosario declineRDDH2010-11
    384,875
    6,937,900
    0
    -90
    300
    Test lateral and vertical extensions of orebody being mined
      in Rosario declineRDDH2010-12
    384,825
    6,937,850
    0
    -90
    200
    Test lateral and vertical extensions of orebody being mined
      in Rosario declineRDDH2010-13
    384,925
    6,937,850
    0
    -90
    200
    Test lateral and vertical extensions of orebody being mined
      in Rosario declineRDDH2010-14
    384,825
    6,937,950
    0
    -90
    200
    Test lateral and vertical extensions of orebody being mined
      in Rosario declineTotal 3000


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Table 2. Recommended Two-phase exploration budget.

Phase 1 Budget - Rosario Project, Region III,
Chile

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


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

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


The Corporation intends to follow the above recommended
program. In April 2010, the Corporation commenced the exploration drill program
at the project. As of May 31, 2010, approximately one-third of the 3,000 meter
planned drill program was completed.

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ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS

The following managements discussion and analysis (MD&A)
is a discussion of the financial condition and results of the operations of the
Corporation and constitutes managements review of the factors that affected the
Corporations financial and operating performance for the fiscal year ended
April 30, 2009, and for the three and nine month period ended January 31, 2010.
This MD&A should be read in conjunction with the audited and unaudited
financial statements of the Corporation for such periods, together with the
accompanying notes thereto. Results are reported in Canadian dollars, unless
otherwise noted. The audited annual and unaudited interim financial statements
of the Corporation have been prepared in accordance with Canadian GAAP. The
results for the periods presented are not necessarily indicative of the results
that may be expected for any future period. Except for statements of historical
fact relating to the Corporation, certain information contained in this MD&A
constitutes forward-looking information under applicable securities laws. See
Forward-Looking Statements.

5.A. Operating Results

Year Ended April 30, 2009 Compared with Period from May 10,
2007 to April 30, 2008 Prepared in Accordance with Canadian GAAP

The Corporations net loss totalled $123,852 for the year ended
April 30, 2009, with basic and diluted loss per share of $0.02. This compares
with a net loss of $9,253 with basic and diluted loss per share of $0.00 per
share for the period from May 10, 2007 to April 30, 2008. The increase of
$114,599 in net loss was principally due to the following factors:

- The increase in write-off of mineral property of $161,023 for the year
  ended April 30, 2009, compared to the period ended April 30, 2008. The
  increase can be attributed to poor exploration results from the Gold Rock
  Property.
- For the year ended April 30, 2009, future income tax recovery increased by
  $45,700 compared to the period ended April 30, 2008. This increase resulted
  from the benefit of the current year resource properties tax pool being
  applied against the future income tax liability.
- For the year ended April 30, 2009, the above cost increases/decreases were
  offset by an increase in interest income of $2,848 compared to the period
  ended April 30, 2008. The Corporation had higher term deposit interest income
  in fiscal 2009 compared to fiscal 2008.
- For the year ended April 30, 2009, professional fees increased by $2,052
  compared to the period ended April 30, 2008. The increase included a $7,000
  accrual for services rendered by the Corporations auditors.
- All other expenses relate to general working capital purposes.

Nine Months Ended January 31, 2010 Compared with Nine Months
Ended January 31, 2009 Prepared in Accordance with Canadian GAAP

The Corporations net loss totaled $1,095,080 for the nine
months ended January 31, 2010, with basic and diluted loss per share of $0.08.
This compares with net income of $82 with basic and diluted income per share of
$0.00 for the nine months ended January 31, 2009. The increase of $1,095,162 in
net loss was principally because:

- The Corporation incurred an increase in stock-based compensation of
  $753,346 for the nine months ended January 31, 2010, compared to the nine
  months ended January 31, 2009. The increase can be attributed to the grant of
  2,325,000 stock options in fiscal 2010, compared to nil stock options issued
  in fiscal 2009. The options issued vest in accordance with the Plan. The following
is a list of the details for the stock options issued in fiscal 2010.

67

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Number of
      Stock Options Issued
    Exercise Price ($)
    Expiry date700,000
    0.35
    August 20, 2014200,000
    1.20
    November 12, 2014250,000
    1.20
    November 17, 2014300,000
    1.40
    December 7, 2014525,000
    1.40
    December 11, 2014250,000
    2.15
    January 11, 2015100,000
    2.40
    January 25, 20152,325,000


> Out of the 2,325,000 stock options granted,
>   200,000 stock options pertain to stock options granted to the former Chief
>   Executive Officer and director of the Corporation for executive compensation;
>   650,000 stock options were granted to directors of the Corporation for
>   director compensation; 600,000 stock options were granted to executives of the
>   Corporation for executive compensation; and 875,000 stock options were granted
>   to consultants for consulting services. The stock options were issued to
>   attract key personnel to work for the Corporation. The fair value of the stock
>   options issued was based on the Black-Scholes valuation model using subjective
>   inputs. Users of the financial statements should be cautious about the
>   valuation of stock-based compensation since it can affect net income (loss)
>   significantly;

- The Corporation incurred an increase in professional fees of $130,325 for
  the nine months ended January 31, 2010, compared to the nine months ended
  January 31, 2009. The increase can be attributed to increased corporate
  activity requiring assistance from the Corporations auditors and corporate
  lawyers in 2010 compared to 2009;
- As the Corporation completed its initial public offering and became a
  reporting issuer during the nine months ended January 31, 2010, its reporting
  issuer costs amounted to $69,201 (includes transfer agent fees, filing fees,
  shareholder information costs and stock exchange fees). No such expenses were
  incurred during the nine months ended January 31, 2009;
- The increase in management fees of $55,750 for the nine months ended
  January 31, 2010, compared to the nine months ended January 31, 2009, can be
  attributed to payment of $21,000 (nine months ended January 31, 2009 - $nil)
  to St. Germain Capital Corp., a company that is associated with the former
  Chief Executive Officer of Bridgeport, who is also the president and director
  of St. Germain Capital Corp. The Corporation paid/accrued $16,000 to Marrelli
  Support Services Inc. ("MSSI") for the services of Carmelo Marrelli to act as
  Chief Financial Officer of the Corporation (nine months ended January 31, 2009
  - $nil). Carmelo Marrelli is the president of MSSI. In addition, the
  Corporation paid Hugh Snyder $18,750 to act as Chairman and Chief Executive
  Officer of the Corporation (See Item 7.B. Related Party Transactions for
  further information);
- The Corporation incurred an increase in business development fees of
  $41,701 for the nine months ended January 31, 2010, compared to the nine
  months ended January 31, 2009. The increase can be attributed to consulting
  fees, investor relation costs and travel charges incurred to develop
  Bridgeports investor profile and business opportunities for the
  Corporation. No such expense was incurred during the nine months ended January
  31, 2009;
- General and administrative expenses increased by $26,717. General and
  administrative expenses totaled $26,717 for the nine months ended January 31,
  2010 (nine months ended January 31, 2009 - $nil) and consisted of
  administrative costs such as advertising and promotion, telephone, rent,
  travel, insurance, postage and courier charges. The increase can be attributed
  to increased corporate activity for 2010 compared to 2009;
- Foreign exchange loss increased by $18,590 during the nine months ended
  January 31, 2010, compared with the same period in 2009. The increase in
  foreign exchange loss can be attributed to transactions in Chile and the US
  dollar exchange rate fluctuations; and
- Interest income increased by $649 during the nine months ended January 31,
  2010. The Corporation earned interest on high interest savings accounts and
  certificates of deposit from funds raised from the initial public offering,
  which was completed on October 7, 2009, and the private placement, which was
  completed on December 1, 2009.

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Three Months Ended January 31, 2010 Compared with Three
Months Ended January 31, 2009

The Corporations net loss totaled $984,147 for the three
months ended January 31, 2010, with basic and diluted loss per share of $0.04.
This compares with net loss of $3,825 with basic and diluted loss per share of
$0.00 for the three months ended January 31, 2009. The increase of $980,322 in
net loss was principally because:

- The Corporation incurred an increase in stock-based compensation of
  $697,346 for the three months ended January 31, 2010, compared to the three
  months ended January 31, 2009. The increase can be attributed to the grant of
  1,625,000 stock options in fiscal 2010, compared to nil stock options issued
  in fiscal 2009. The options issued vest in accordance with the Plan. The
  following is a list of the details for the stock options issued during the
  most recent quarter.

Number of Stock Options Issued
    Exercise Price ($)
    Expiry date200,000
    1.20
    November 12, 2014250,000
    1.20
    November 17, 2014300,000
    1.40
    December 7, 2014525,000
    1.40
    December 11, 2014250,000
    2.15
    January 11, 2015100,000
    2.40
    January 25, 20151,625,000


> Out of the 1,625,000 stock options granted, 250,000 stock
> options were granted to a director of the Corporation for director compensation;
> 500,000 stock options were granted to executives of the Corporation for
> executive compensation; and 875,000 stock options were granted to consultants
> for consulting services. The stock options were issued to attract key personnel
> to work for the Corporation. The fair value of the stock options issued was
> based on the Black-Scholes valuation model using subjective inputs. Users of the financial statements
>   should be cautious about the valuation of stock-based compensation since it
>   can affect net income (loss) significantly;

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- The Corporation incurred an increase in professional fees of $122,340 for
  the three months ended January 31, 2010, compared to the three months ended
  January 31, 2009. The increase can be attributed to increased corporate
  activity requiring assistance from the Corporations auditors and corporate
  lawyers in 2010 compared to 2009;
- Reporting issuer costs increased by $42,494 during the three months ended
  January 31, 2010. The increase can be attributed to the Corporation becoming a
  reporting issuer in fiscal 2010, while it was a private entity in fiscal 2009;
- The increase in management fees of $35,750 for the three months ended
  January 31, 2010, compared to the three months ended January 31, 2009, can be
  attributed to payment of $9,000 (three months ended January 31, 2009 - $nil)
  to St. Germain Capital Corp., a company that is associated with the former
  Chief Executive Officer of Bridgeport, who is also the president and director
  of St. Germain Capital Corp. The Corporation paid/accrued $8,000 to MSSI for
  the services of Carmelo Marrelli to act as Chief Financial Officer of the
  Corporation (three months ended January 31, 2009 - $nil). Carmelo Marrelli is
  the president of MSSI. In addition, the Corporation paid Hugh Snyder $18,750
  to act as Chairman and Chief Executive Officer of the Corporation (See Item
  7.B. Related Party Transactions for further information);
- The Corporation incurred an increase in business development fees of
  $41,701 for the three months ended January 31, 2010, compared to the three
  months ended January 31, 2009. The increase can be attributed to consulting
  fees, investor relations costs and travel charges incurred to develop
  Bridgeports investor profile and business opportunities for the Corporation.
  No such expense was incurred during the three months ended January 31, 2009;
- General and administrative expenses increased by $26,491. General and
  administrative totaled $26,491 for the three months ended January 31, 2010
  (three months ended January 31, 2009 - $nil) and consisted of administrative
  costs such as advertising and promotion, telephone, rent, travel, insurance,
  postage and courier charges. The increase can be attributed to increased
  corporate activity for 2010 compared to 2009;
- Foreign exchange loss increased by $18,590 during the three months ended
  January 31, 2010, compared with the same period in 2009. The increase in
  foreign exchange loss can be attributed to transactions in Chile and the US
  dollar exchange rate fluctuations; and
- Interest income increased by $4,571 during the three months ended January
  31, 2010. The Corporation earned interest on high interest savings accounts
  and certificates of deposit from funds raised from the initial public
  offering, which was completed on October 7, 2009, and the private placement,
  which was completed on December 1, 2009.

Subsequent Events

Subsequent to January 31, 2010, an earthquake took place in
Chile. The earthquake had no effect on the Corporations exploration activities
there.

In May 2010, the Corporation entered into a binding letter
agreement with China Opportunity, which provides that the Corporation and China
Opportunity will enter into a definitive agreement whereby China Opportunity
will be granted an option to earn up to a 70% interest in the McCart Property.

Under the terms of the letter agreement, China Opportunity
may earn an initial 50% interest in the McCart Property by:

(i) making an initial cash payment to the Corporation in the
amount of $20,000; 
(ii) issuing an aggregate of 1,050,000 common shares to the Corporation in
tranches over a three-year period; and 
(iii) incurring an aggregate of $400,000 in exploration expenditures on the
McCart Property in tranches over a three-year period.

The letter agreement provides that China Opportunity shall
earn an additional 20% interest in the McCart Property (for a total 70%
interest) in the event it completes a bankable feasibility study within three
years of earning its 50% interest. The Corporation will be the operator of the
project. In the event the transaction contemplated in the letter agreement
proceeds, the Corporation will likely not spend any additional funds on the
McCart Property until China Opportunity either exercises or terminates the
Option. There can be no assurance that China Opportunity will satisfy all the
conditions necessary to obtain the 70% interest in the McCart Property.

Impact of Governmental Policies and Factors on the
Corporations Exploration Activities

Various governmental economic, fiscal, monetary and political
policies, such as those related to inflation or foreign exchange, may affect the
economic conditions prevailing in the Corporations countries of operation,
which may, in turn, impact its business. These government policies may also
affect investments by the Corporations shareholders. In particular the Chilean
government has exercised and continues to exercise substantial influence over
many aspects of the private sector. The Corporations financial condition and
results of operations could be adversely affected by political or economic
developments in Chile, as well as regulatory changes or administrative practices
of Chilean authorities, over which it has no control.

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5.B. Liquidity and Capital Resources

Year Ended April 30, 2009

The activities of the Corporation, principally the acquisition
and exploration of properties that have the potential to contain precious and
base metals, are financed through the completion of equity transactions such as
equity offerings and the exercise of stock options and warrants. During the year
ended April 30, 2009, the Corporation did not have any equity transactions.
During the nine months ended January 31, 2010, the Corporation completed the
following equity transactions:

|(i)  | The Corporation completed its initial public offering on
      October 7, 2009, pursuant to which it issued an aggregate of 6,000,000
      units at a price of $0.20 per unit to raise aggregate gross proceeds of
      $1,200,000. Each unit consists of one common share of Bridgeport and one
      warrant. Each warrant entitles the holder thereof to acquire one
      additional common share of the Corporation at an exercise price of $0.50
      until October 7, 2014. The agent in the offering received an aggregate of
      420,000 compensation warrants, each such compensation warrant entitling
      the agent to acquire one unit with the same terms as those issued in the
      initial public offering at an exercise price of $0.20 per unit until April
      7, 2011. The agent elected to receive an aggregate of 180,000 units in
      satisfaction of $36,000 of commission to which it was entitled in
      connection with the offering, with the balance of the commission in the
      amount of $48,000 paid in cash.                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(ii) | On December 1, 2009, the Corporation completed a
      non-brokered private placement financing, pursuant to which it issued an
      aggregate of 12,590,000 units at a price of $1.00 per unit to raise
      aggregate gross proceeds of $12,590,000. Each unit consists of one common
      share of the Corporation and one warrant. Each warrant entitles the holder
      to acquire one additional common share of the Corporation until December
      1, 2012, at an exercise price of $1.50 per share. All securities issued in
      connection with the financing are subject to a statutory hold period
      expiring on April 2, 2010. In connection with the private placement, the
      Corporation paid fees in the aggregate amount of $503,400 to certain
      qualified registrants assisting in the offering, and issued an aggregate
      of 521,200 compensation warrants to such persons. Each compensation
      warrant entitles the holder to acquire one common share of the Corporation
      at an exercise price of $1.00 per share for a period of one year from the
      date of issuance.

There is no assurance that equity capital will be available to
the Corporation in the amounts or at the times desired by the Corporation or on
terms that are acceptable to the Corporation, if at all. See Risk Factors
regarding obtaining additional capital.

At January 31, 2010, the Corporation had $12,022,669 in cash
and cash equivalents (April 30, 2009 - $103,784).

The budgeted corporate activities for Toronto, Canada,
account for $870,350 for the year ended April 30, 2010 and about $1.3 million
over an 18 month period ending in the second quarter of fiscal 2011. The McCart
Township project exploration program accounts for $300,000, which was expected
to be completed in the fourth quarter of fiscal 2010, is now expected to be
completed in the second quarter of fiscal 2011, due to the Corporations
concentration of staff and consultants on the Rosario Property at the present
time. However, in May 2010, the Corporation entered into a binding letter of
intent agreement with China Opportunity, which provides that the Corporation and
China Opportunity will enter into a definitive agreement whereby China
Opportunity will be granted an option to earn up to a 70% interest in the McCart
Property. See "Subsequent Events" in Item 5.A. above and Item 8.B. below. In the
event the transaction contemplated in the letter agreement proceeds, the
Corporation will likely not spend any additional funds on the McCart Property
until China Opportunity either exercises or terminates the Option. There can be
no assurance that China Opportunity will satisfy all the conditions necessary to
obtain the 70% interest in the McCart Property. In addition, proposed
exploration expenditures in respect of the Rio Condor properties are $2.1
million to the end of the fourth quarter of fiscal 2010 and $3.9 million over an
18 month period ending in the second quarter of fiscal 2011.

The Corporation must also comply with the payment schedule for
the Rio Condor properties that requires the payment of US$60,000 over 18 months
ending in the second quarter of fiscal 2011. In addition, on November 5, 2010,
the payment schedule for the Rio Condor properties requires US$784,999 to be
paid to keep the Rosario-Tamara properties in good standing.

Accounts payable and accrued liabilities increased to $192,824
at January 31, 2010, compared to $29,926 at April 30, 2009, primarily due to
accruals for exploration costs, professional fees, consulting fees and other
working capital related items. The Corporations cash as at January 31, 2010, is
sufficient to pay these liabilities.

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The Corporation has no operating revenues and therefore must
utilize its current cash reserves and other financing transactions to maintain
its capacity to meet ongoing discretionary and committed exploration and
operating activities.

As of January 31, 2010, and to the date of this registration
statement on Form 20-F/A, the cash resources of Bridgeport are held with select
Canadian financial institutions.

The Corporation has no debt and its credit and interest rate
risk is minimal. Accounts payable and accrued liabilities are short term and
non-interest bearing.

The Corporations use of cash at present occurs, and in the
future is expected to occur, principally in two areas, namely, funding of its
general and administrative expenditures and funding of its investment
activities. Those investing activities include the cash components of the cost
of acquiring and exploring its mineral claims. During the quarter ended January
31, 2010, the Corporations operating expenses increased compared to prior
quarters due to its acquisition of the Rio Condor properties. Corporate head
office costs are estimated to average approximately $215,000 per quarter for 18
months ending in the second quarter of fiscal 2011, in line with the
Corporations current budget. The $215,000 covers professional fees, reporting
issuer costs, management fees, business development costs and general and
administrative costs in Canada. In addition, the Corporation plans to spend
approximately $3.9 million (excludes acquisition costs) for its ongoing
exploration programs in Chile and Canada for 18 months ending in the second
quarter of fiscal 2011, in line with the Corporations current budget. The
proceeds raised in the initial public offering are sufficient to fund the
exploration of the McCart Property for approximately two years. It is currently
anticipated that the $300,000 Phase 1 exploration program at the McCart Township
project will be completed by the fourth quarter of 2010. The estimated total
cost of Phase 1 and Phase 2 in the McCart Report is estimated at $600,000. The
Corporation has commenced a Phase 1 exploration program comprising mapping and
geophysical surveys followed by diamond drilling at an estimated aggregate cost
of $3.9 million on the Rio Condor properties. Phase 1 is expected to be
completed in the second quarter of fiscal 2011. A Phase 2 exploration program
will be developed after the results of the Phase 1 exploration program have been
evaluated. The Corporation will also have to make its scheduled property
payments for the Rio Condor properties. As of January 31, 2010, $2.6 million
remains unspent for the Corporations current planned exploration expenditures
and corporate expenses for fiscal 2010 and $4.9 million remains unspent for the
18 month period ending in the second quarter of fiscal 2011. The Corporation
currently has sufficient funds to meet its 2010 planned expenditures.

The working capital of $12,031,166 at January 31, 2010, is
sufficient to meet the Corporations plans for the McCart Township project and
the acquisition costs and exploration expenditures for the Rio Condor properties
for the 18 month period ending in the second quarter of fiscal 2011. However, if
the Corporation decides to continue to exercise its option to acquire the Rio
Condor properties, additional financing will be required for the Corporation to
make its scheduled property payments for the Rio Condor properties.

Regardless of whether or not the Corporation develops the
McCart Township project and Rio Condor properties, its working capital of
$12,031,166 as of January 31, 2010, is anticipated to be adequate for it to
continue operations at the current level for the 18 month period ending in the
second quarter of fiscal 2011. However, to meet long-term business plans,
exploring its property interests is an important component of the Corporations
financial success. In addition, in order to meet the Corporations scheduled
property payments for the Rio Condor properties, additional financing will be
required.

Financial Instruments

The Corporations activities expose it to a variety of
financial risks: liquidity risk, market risk (including interest rate, foreign
exchange rate and price risk) and credit risk.

Risk management is carried out by the Corporations management
team with guidance from the audit committee under policies approved by the board
of directors of the Corporation. The board of directors also provides regular
guidance for overall risk management.

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Credit Risk

The Corporations credit risk is primarily attributable to cash
and cash equivalents and amounts receivable. Cash and cash equivalents consist
of cash, high interest savings accounts and certificates of deposit at select
Canadian financial institutions, from which management believes the risk of loss
to be remote. Financial instruments included in amounts receivable consist of
goods and services tax due from the Government of Canada, deposits with service
providers, amounts owing from the Chilean government and amounts owing from
various landowners in Chile. Amounts receivable are in good standing as of
January 31, 2010. Management believes that the credit risk concentration with
respect to the financial instruments included in cash and cash equivalents and
amounts receivable is remote.

Liquidity Risk

The Corporations approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet liabilities when due. As
at April 30, 2009, the Corporation had a cash balance of $103,784 (2008 -
$40,328) and cash equivalents of $nil (2008 - $250,000) to settle current
liabilities of $29,926 (2008 - $8,972). As at January 31, 2010, the Corporation
had a cash and cash equivalents balance of $12,022,669 (April 30, 2009 -
$103,784) to settle current liabilities of $192,824 (April 30, 2009 - $29,926).
All of the Corporations financial liabilities have contractual maturities of
less than 30 days and are subject to normal trade terms. The Corporation
regularly evaluates its cash position to ensure maintenance of liquidity.

Market Risk

(a) Interest Rate Risk

The Corporation has a cash balance and no interest-bearing
debt. The Corporation's current policy is to invest excess cash in high interest
savings accounts and investment-grade certificates of deposit issued by its
Canadian financial institutions. The Corporation periodically monitors the
investments it makes and is satisfied with the credit ratings of its Canadian
financial institutions. Currently, the Corporation does not hedge against
interest rate risk.

(b) Foreign Currency Risk

The Corporation's functional and reporting currency is the
Canadian dollar and major purchases are transacted in Canadian dollars. The
Corporation funds certain operations, exploration and administrative expenses in
Chile on a cash call basis using US dollar currency converted from select bank
accounts held in Canada. The Corporation maintains US dollar bank accounts in
Canada and Chile, and Chilean peso bank accounts in Chile. The Corporation is
subject to gains and losses from fluctuations in the US dollar and Chilean peso
against the Canadian dollar.

(c) Price Risk

The Corporation is exposed to price risk with respect to
commodity prices. The Corporation closely monitors commodity prices to determine
the appropriate course of action to be taken by the Corporation. As the
Corporation's mineral properties are in the exploration stage and do not contain
any mineral resources or mineral reserves, the Corporation does not hedge
against commodity price risk.

Sensitivity Analysis

The Corporation has designated its cash and cash equivalents as
held-for-trading, measured at fair value. Financial instruments included in
amounts receivable are classified as receivables, which are measured at
amortized cost. Accounts payable and accrued liabilities are classified as other
financial liabilities, which are measured at amortized cost.

Based on management's knowledge and experience of the financial
markets, the Corporation believes the following movements are "reasonably
possible" over a nine month period:

(i) Cash equivalents are subject to floating interest rates. At
January 31, 2010, if interest rates had decreased/increased by one percentage
point from the date of purchase with all other variables held constant, the loss for the nine months ended January 31, 2010, would have
been approximately $17,000 higher/lower, as a result of lower/higher interest
income from cash equivalents.

(ii) The Corporation is exposed to foreign currency risk on
fluctuations of financial instruments that are denominated in US dollars and the
Chilean peso related to cash balances, amounts receivable and accounts payable
and accrued liabilities. Sensitivity to a plus or minus 10% change in the
foreign exchange rate would affect the reported net loss by approximately
$12,000.

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Capital Management

The Corporation defines capital that it manages as its
shareholders' equity. When managing capital, the Corporations objective is to
ensure the entity continues as a going concern as well as to achieve optimal
returns to shareholders and benefits for other stakeholders. Management adjusts
the capital structure as necessary in order to support the acquisition,
exploration and development of mineral properties. The Board of Directors does
not establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Corporation's management team to sustain the
future development of the business. As at January 31, 2010, total shareholders'
equity (managed capital) was $15,008,128 (April 30, 2009 - $233,995).

The properties in which the Corporation currently has an
interest are in the exploration stage. As such, the Corporation is dependent on
external financing to fund its activities. In order to carry out the planned
exploration and pay for administrative costs, the Corporation will spend its
existing working capital and endeavor to raise additional amounts as needed.

Management has chosen to mitigate the risk and uncertainty
associated with raising additional capital in current economic conditions by:

(i) maintaining a liquidity cushion in order to address any
potential disruptions or industry downturns; (ii) minimizing discretionary
disbursements; and (iii) reducing or eliminating exploration expenditures
that are of limited strategic value.

In light of the above, the Corporation will continue to assess
new properties and seek to acquire an interest in additional properties if it
believes there is sufficient potential and if it has adequate financial
resources to do so.

Management reviews its capital management approach on an
ongoing basis and believes that this approach, given the relative size of the
Corporation, is appropriate. There were no changes in the Corporation's approach
to capital management during the three and nine months ended January 31, 2010.

The Corporation is not subject to any capital requirements
imposed by a regulator or lending institution. The Corporation expects that its
current capital resources will be sufficient to discharge its liabilities as at
January 31, 2010.

5.C. Research and Development, Patents and Licenses,
etc.

Not applicable.

5.D. Trend Information.

The Corporation is a mineral exploration company, focused on
the acquisition, exploration and development of properties for the mining of
precious and base metals. The Corporation has operations in Latin America and
Canada. The Corporations financial success will be dependent upon the extent to
which it can make discoveries and on the economic viability of any such
discoveries. The development of such assets may take years to complete and the
resulting income, if any, is difficult to determine with any certainty. The
Corporation lacks mineral resources and mineral reserves and to date has not
produced any revenues. The sales value of any mineralization discovered by the
Corporation is largely dependent upon factors beyond the Corporations control,
such as the market value of the commodities produced.

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Although economic conditions in Canada have improved since the
beginning of the year, the Corporation remains cautious in case the economic
factors that impact the mining industry deteriorate. These factors include
uncertainty regarding the prices of copper, silver, gold, nickel and other
minerals, and the availability of equity financing for the purposes of mineral
exploration and development. The prices of copper, silver, gold, nickel and
other minerals have been volatile in recent periods and financial markets have
deteriorated to the point where it has become extremely difficult for companies,
particularly junior exploration companies, to raise new capital, even though
there are signs the situation is improving. The Corporations future performance
is largely tied to the development of its current mineral property interests and
the overall financial markets. Financial markets are likely to be volatile for
the remainder of 2010, reflecting ongoing concerns about the global economy.
Companies worldwide have been affected negatively by these trends. As a result,
the Corporation may have difficulties raising equity financing for the purposes
of mineral exploration and development, particularly without excessively
diluting the interests of its current shareholders. With continued market
volatility expected, the Corporations current strategy is to continue exploring
the McCart Property, continue exploring the Rosario-Tamara, SOESMI and
Simonetta properties and to seek out other prospective business opportunities.
The Corporation believes this focused strategy will enable it to meet the
near-term challenges presented by the capital markets while maintaining momentum
on key initiatives. These trends may limit the Corporations ability to develop
and/or further explore the McCart Property, the Rio Condor properties and/or
other property interests that could be acquired in the future. Management
regularly monitors economic conditions and estimates their impact on the
Corporations operations and incorporates these estimates in short-term
operating and longer-term strategic decisions.

Apart from these and the risk factors noted under Risk
Factors, management is not aware of any other trends, commitments, events or
uncertainties that would have a material effect on the Corporations business,
financial condition or results of operations.

5.E. Off-Balance Sheet Arrangements

As of the date hereof, the Corporation does not have any
off-balance sheet arrangements that have, or are reasonably likely to have, a
current or future effect on the results of operations or financial condition of
the Corporation, including, and without limitation, such considerations as
liquidity and capital resources.

5.F. Tabular Disclosure of Contractual
Obligations

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES

6.A. Directors and Senior Management

The following table sets forth the name and municipality of
residence of each director and executive officer of the Corporation, as well as
such individuals age, position with the Corporation, principal occupation
within the five preceding years and period of service as a director (if
applicable).

Name and Province of Residence
    Age
    Position with Corporation
    Principal Occupation for Five
      Preceding Years
    Director
      SinceHugh Snyder Ontario, Canada
    74
    Director, Chairman and Chief Executive Officer
    President, H.R. Snyder Consultants, a consulting firm
    2009John McBride Ontario, Canada
    51
    Director
    Managing Director, CC Capital Partners Group, private investment
      company (1987 to present)
    2007Jon North Ontario, Canada
    48
    Director
    President, Northquest Ltd., mineral exploration
      company (2008 to present)
    2007


|                                 |    |                         | President and Chief Executive Officer, North Atlantic Resources Ltd.
      (formerly North Atlantic Nickel Corp.), mineral exploration company (1997
      to 2007)                          |     
|-------------------------------- | -- | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Wolf Seidler Ontario, Canada     | 63 | Director                | Consultant/project manager for French
      Nuclear Waste Agency (Andra)                                                                                                                     | 2010
|Carmelo Marrelli Ontario, Canada | 38 | Chief Financial Officer | President, Marrelli Support Services Inc., corporate services firm
      (2009 to present) 
      Partner, Marrelli & Drake Corporate Services, corporate services
      firm (2004 to 2009) | N/A 

75

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A description of each of the executive officers and directors
of the Corporation (including details with regard to their principal occupations
for the last five years) follows:

Hugh Snyder was appointed as the Corporations Chief
Executive Officer effective January 11, 2010 and as Chairman and a director of
the Corporation effective November 11, 2009.

John McBride serves as a director of the Corporation. Mr.
McBride has been engaged as Managing Director of CC Capital Partners Group, a
private investment company and merchant banking group since 1987. Mr. McBride
has been a significant shareholder, director, or played an advisory role in
several private and public companies during his career, including SOFTIMAGE
INC., Northfield Capital Corporation (TSXV:NFD.A), Hosted Data Transactions
Solutions Inc. (formerly Dexit Inc.) (TSX:HDX), Phoenix Coal Corporation
(TSX:PHC), Anaconda Mining Inc. (TSX:ANX), Andina Minerals Inc. (TSXV:ADM), Moto
Goldmines Limited (TSX:MGL), Katanga Mining Limited (TSX:KAT), Normabec Mining
Resources Ltd. (TSXV:NMB), Merc International Mining Inc. (TSXV:MRK), Quest Oil
and Gas Inc. (CDNX:Q), Pearl Exploration and Productions Ltd., (formerly Pan
Global Energy Ltd.), Caspian Energy Inc. (TSX:CEK), Costa Energy Inc. (NEX:CEQ),
INI Power Systems Inc., Mightex Inc. and B.F. Realty Inc. Prior to forming CC
Capital Partners Group, he was a financial consultant with Merrill Lynch Canada
Inc.

Jon North serves as a director of the Corporation. Dr. North is
a professional exploration geologist with 25 years of experience in mineral
exploration with certain major and junior mining companies world-wide including
Western Mining Corp. (WMC) International, BHP Minerals International and Agip
Mining Zambia Ltd. Dr. North holds a B.Sc. (1984) from the University of Western
Ontario, an M.Sc. (1988) from Memorial University of Newfoundland and a Ph.D.
(1993) from the University of Western Ontario. Dr. Norths industry experience
is primarily in area selection and target evaluation in the exploration for a
wide variety of mineral deposits including Proterozoic Ni-Cu deposits and IOCG
deposits. Dr. North currently serves as President of Northquest Ltd., a private
mineral exploration company, and previously served as President and a director
of North Atlantic Resources Ltd. (formerly North Atlantic Nickel Corp.) from 1997 to 2007. Dr. North was a
director of Grange Gold Corporation which was the subject of a cease trade order
issued in June, 2003 for failure to file financial statements. The cease trade
order was subsequently revoked in July, 2003. Dr. North is also currently a
director of Continental Nickel Limited (TSXV:CNI) and New Dawn Mining Corp.
(TSX:ND).

76

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Wolf Seidler was appointed as a director of the Corporation
effective January 11, 2010. Mr. Seidler is currently a director of Inmet Mining
Corp. (TSX: IMN). Mr Seidler has over 35 years of international experience as a
mining engineer and has held senior executive positions at Normandy LaSource SAS
(TSX:NDY), Quebec Cartier Mining (U.S. Steel), Inmet Mining Corp., J.S. Redpath
Ltd., Teck Corporation and Gold Fields Mining Corp.

Carmelo Marrelli serves as the Corporations Chief Financial
Officer. Mr. Marrelli holds a Bachelor of Commerce degree from the University of
Toronto and is qualified as a Chartered Accountant and as a Certified General
Accountant in Canada. Since February 1, 2009, Mr. Marrelli has been a principal
of Marrelli Support Services Inc., a bookkeeping firm. From 2004 to 2009, Mr.
Marrelli was a partner with Marrelli & Drake Corporate Services, a firm which
provided administration services to public companies in Canada. Mr. Marrelli
also currently serves as Chief Financial Officer of several publicly listed
junior mining companies, and as a director of Odyssey Resources Limited (TSXV:ODX).
Mr. Marrelli devotes 10% of his professional time through his firm, Marrelli
Support Services Inc., to the Corporations business.

Steven Mintz resigned as a director, President and Chief
Executive Officer of the Corporation effective January 11, 2010.

6.B. Compensation

During the fiscal year ended April 30, 2009, none of the
President and Chief Executive Officer or the directors of the Corporation
received or earned any compensation. The Corporation did not have a Chief
Financial Officer during the fiscal year ended April 30, 2009.

None of the individuals who served as directors and officers of
the Corporation during the fiscal year ended April 30, 2009 had any share-based
or option-based awards outstanding as of April 30, 2009.

6.C. Board Practices

Each of the directors of the Corporation will hold office until
the next annual meeting of shareholders and until such directors successor is
elected and qualified, or until the directors earlier death, resignation or
removal. Each of the officers of the Corporation serves at the pleasure of the
board of directors of the Corporation. Please also refer to Item 6.A. above for
further details regarding the periods of service of each of the current
directors and officers of the Corporation.

During the fiscal year ended April 30, 2009 and since such
time, there have been no employment contracts between the Corporation and any
officer or director of the Corporation, nor any compensatory plan, contract or
arrangement where any officer or director was entitled to receive payments from
the Corporation in the event of a resignation, retirement or any other
termination of his or her employment with the Corporation, a change of control
of the Corporation or a change in his or her responsibilities following a change
of control.

During the fiscal year ended April 30, 2009, the Corporations
audit committee was comprised of the full board of directors at the time,
including Steven Mintz and Messrs. North and McBride. Each member of the audit
committee was considered to be independent other than Mr. Mintz as a result of
his role as a former officer of the Corporation. The audit committee is governed
by the terms of an audit committee charter which has been adopted by the board
of directors of the Corporation. The current members of the audit committee are
Messrs. McBride (Chair), North, McBride (Chair), Seidler and North.

The charter provides that the audit committee shall consist of
at least three members, the majority of whom shall be independent directors, and
shall assist the board of directors in its oversight responsibilities relating
to financial accounting and reporting process and internal control for the
Corporation. The audit committee is responsible for reviewing the Corporations
annual and quarterly financial statements and managements discussion and
analysis and then reporting thereon to the board for approval of the same. The
audit committee is responsible for appointing and monitoring the performance of
the Corporations outside auditors. The audit committee is responsible for inquiring of management and the independent auditors about
significant risks or exposures, both internal and external, to which the
Corporation may be subject, and assessing the steps management has taken to
minimize such risks. The audit committee shall establish procedures for (i) the
receipt, retention and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or auditing matters; and (ii)
the confidential, anonymous submission by employees of the Corporation of
concerns regarding questionable accounting or auditing matters. Finally the
audit committee is responsible for overseeing related party transactions entered
into by the Corporation.

77

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The board of directors of the Corporation does not presently
have a remuneration committee.

6.D. Employees

As of each of the fiscal years ended April 30, 2008 and 2009,
the Corporation had no employees.

6.E. Share Ownership

Holder
    Number/Type of Shares
      Under Options Exercisable Currently or
      Within 60 days of June 1, 2010
    Number/Type of Shares
      Under Warrants Exercisable
      Currently or Within 60 days of June 1,
      **2010**
    Number of Common
      Shares Held as of June 1, 
    2010
    Percentage of Common Shares
      Beneficially Held as of June 1,
      2010(1)Steven Mintz(2)
    200,000 Common Shares
    160,000(6)Common Shares
    395,000(7)
    2.66%Jon North(3)
    200,000 Common Shares
    25,000 Common Shares
    25,000
    *John McBride(3)
    200,000 Common Shares
    150,000 Common Shares
    150,000
    1.76%Wolf Seidler(3)
    83,333 Common Shares
    Nil
    Nil
    *Hugh Snyder(3)(4)
    166,666 Common Shares
    1,000,000 Common Shares
    2,400,000
    12.21%Carmelo Marrelli(5)
    100,000 Common Shares
    Nil
    Nil
    *


* Represents less than 1%.

|(1) | Based on 28,036,000 shares
      outstanding as of June 1, 2010 and calculated in accordance with Rule
      13d-3 under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Steven Mintz resigned as a director, President
      and Chief Executive Officer of the Corporation effective January 11, 2010.                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | Currently a director of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | Currently the Chairman and Chief Executive
      Officer of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | Currently the Chief Financial Officer of the
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(6) | Includes 60,000 warrants held by Mr. Mintzs
      minor children.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | Includes (i) 125,000 shares held by REI Capital
      Canada Ltd., of which Mr. Mintzs wife is the sole owner and as to which
      shares Mr. Mintz disclaims beneficial ownership; (ii) 160,000 shares held
      by Mr. Mintzs wife individually as to which shares Mr. Mintz disclaims
      beneficial ownership; (iii) 60,000 shares held by Mr. Mintzs minor
      children; (iv) and 50,000 shares held by 1567953 Ontario Limited, of
      which Mr. Mintz serves as president and a director and is a 25% owner.

Stock Option Plan

The shareholders of the Corporation approved the Plan on
December 18, 2007. Up to such number of common shares as is equal to 10% of the
aggregate number of common shares of the Corporation issued and outstanding from
time to time may be reserved for issue upon the exercise of options granted
pursuant to the Plan. An aggregate of 2,400,000 options have been granted by the
Corporation under the Plan to date.

78

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The purpose of the Plan is to attract, retain and motivate
directors, officers, employees and other service providers by providing them
with the opportunity, through share options, to acquire a proprietary interest
in the Corporation and benefit from its growth. The options are non-assignable
and may be granted for a term not exceeding five years.

Options may be granted under the Plan only to directors,
officers, employees and other service providers subject to the rules and
regulations of applicable regulatory authorities and any stock exchange upon
which the common shares of the Corporation may be listed or may trade from time
to time. The total number of common shares which may be reserved for issuance to
any one individual under the Plan within any one year period shall not exceed 5%
of the outstanding issue. The maximum number of common shares which may be
reserved for issuance to insiders under the Plan, any other employer stock
option plans or options for services, shall be 10% of the common shares issued
and outstanding at the time of the grant (on a non-diluted basis). The maximum
number of common shares which may be issued to insiders under the Plan, together
with any other previously established or proposed share compensation
arrangements, within any one year period shall be 10% of the outstanding issue.
The maximum number of common shares which may be issued to any one insider and
his or her associates under the Plan, together with any other previously
established or proposed share compensation arrangements, within a one year
period shall be 5% of the common shares outstanding at the time of the grant (on
a non-diluted basis).

The maximum number of stock options which may be granted to any
one consultant under the Plan, any other employer stock options plans or options
for services, within any 12 month period, must not exceed 2% of the common
shares issued and outstanding at the time of the grant (on a non-diluted basis).
The maximum number of stock options which may be granted to any persons
performing investor relations services under the Plan, any other employer stock
options plans or options for services, within any 12 month period must not
exceed, in the aggregate, 2% of the common shares issued and outstanding at the
time of the grant (on a non-diluted basis).

The exercise price of options issued may not be less than the
fair market value of the common shares at the time the option is granted, less
any allowable discounts.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS

7.A. Major Shareholders

Set forth below are the names and shareholdings of all major
shareholders of the Corporation (meaning shareholders that are the beneficial
owners of 5% or more of each class of the Corporations voting securities) as at
June 1, 2010:

Name of Major Shareholder
    Number of Common Shares Beneficially
      Held as at June 1, 2010
    Percentage of Common Shares Held as
      at June 1, 2010(1)Wayne Beach
    6,844,200(2)
    21.11%Hugh Snyder
    3,566,666(3)
    12.21%Pinetree Capital Ltd.
    2,102,600(4)
    7.37%


(1) Based on 28,036,000 shares outstanding as of June 1, 2010
and calculated in accordance with Rule 13d-3 under the Exchange Act.(2)
Includes 4,381,000 common shares issuable upon the exercise of warrants.(3) Includes 166,666 common shares issuable upon the exercise of options
and 1,000,000 common shares issuable upon the exercise of warrants. (4)
Includes 500,000 common shares issuable upon the exercise of warrants.

During the last three years, there have been significant
changes in the percentage ownership held by each of Wayne Beach, Hugh Snyder and
Pinetree Capital Ltd.

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On October 7, 2009, Mr. Beach acquired 1,255,000 units of the
Corporation, each unit consisting of one common share and one share purchase
warrant. On October 9, 2009, Mr. Beach acquired an additional 2,000,000 share
purchase warrants. On December 1, 2009, Mr. Beach acquired 1,000,000 units of
the Corporation, each unit consisting of one common share and one share purchase
warrant.

On October 7, 2009, Mr. Snyder acquired 2,000,000 units of the
Corporation, each unit consisting of one common share and one share purchase
warrant. On October 9, 2009, Mr. Snyder disposed of 600,000 shares and 2,000,000
share purchase warrants. On December 1, 2009, Mr. Snyder acquired 1,000,000
units of the Corporation, each unit consisting of one common share and one share
purchase warrant.

On December 21, 2007, Pinetree Capital Ltd. (Pinetree)
acquired 1,000,000 common shares of the Corporation. On December 1, 2009,
Pinetree acquired 500,000 common shares of the Corporation and 500,000 share
purchase warrants.

The major shareholders of the Corporation listed above do not
have different voting rights than other holders of Common Shares of the
Corporation.

To the knowledge of the Corporation, an aggregate of 9,200
common shares of the Corporation are held in the United States by an aggregate
of five shareholders.

The Corporation is not directly or indirectly owned or
controlled by another corporation(s), by any foreign government or by any other
natural or legal person(s) severally or jointly.

The Corporation is not aware of any arrangements, the operation
of which may at a subsequent date result in a change in control of the
Corporation.

7.B. Related Party Transactions

The related party transactions of the Corporation since the
date of its incorporation on May 10, 2007 are as follows:

- Included in professional fees for the fiscal year ended April 30, 2009 was
  $4,461 ($4,946 for the fiscal year ended April 30, 2008) that was paid to
  Cassels Brock & Blackwell LLP, a law firm of which shareholders of the
  Corporation or their associates are partners. These shareholders subscribed
  for an aggregate of 700,000 common shares of the Corporation during the fiscal
  year ended April 30, 2008.
- Included in share issue costs for the fiscal year ended April 30, 2009 was
  $nil ($10,000 for the fiscal year ended April 30, 2008) that was paid to such
  law firm.

These transactions occurred in the normal course of business
and reflect the amounts of consideration established and agreed to by the
related parties.

During the three and nine months ended January 31, 2010, the
Corporation paid/accrued consulting fees of $9,000 and $21,000, respectively
(three and nine months ended January 31, 2009 - $nil), to St. Germain Capital
Corp., a company that is associated to Steven Mintz, the former Chief Executive
Officer of the Corporation. Steven Mintz is the president and director of the
associated company. These costs are reflected in management fees in the
Corporations consolidated statements of operations.

For the three and nine months ended January 31, 2010, the
Corporation paid/accrued $8,000 and $16,000, respectively (three and nine months
ended January 31, 2009 - $nil), to Marrelli Support Services Inc. for
the services of Carmelo Marrelli to act as Chief Financial Officer of the
Corporation. These costs are reflected in management fees in the Corporations
consolidated statements of operations. Carmelo Marrelli is the president of
MSSI. As at January 31, 2010, MSSI was owed $4,692 (April 30, 2009 - $nil) and
this amount was included in accounts payable and accrued liabilities.

80

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During the three and nine months ended January 31, 2010, the
Corporation paid/accrued management consulting fees of $18,750 (three and nine
months ended January 31, 2009 - $nil) to H.R. Snyder Consultants for the
services of Hugh Snyder to act as the Chairman and Chief Executive Officer of
the Corporation. These costs are reflected in management fees in the
Corporations consolidated statements of operations. As at January 31, 2010,
H.R. Snyder Consultants was owed $6,066 (April 30, 2009 - $nil) and this amount
was included in accounts payable and accrued liabilities.

During the three and nine months ended January 31, 2010, the
Corporation paid/accrued geological consulting fees of $3,333 (three and nine
months ended January 31, 2009 - $nil) to Wolf Seidler, a director of the
Corporation. This cost is reflected in professional fees in the Corporations
consolidated statements of operations. As at January 31, 2010, Wolf Seidler was
owed $3,333 (April 30, 2009 - $nil) and this amount was included in accounts
payable and accrued liabilities.

During the three and nine months ended January 31, 2010, the
Corporation paid/accrued geological consulting fees of $1,890 (three and nine
months ended January 31, 2009 - $nil) to Mafic Planet Limited, a company that is
associated with Jon North, a director of the Corporation. These costs are
included in interests in mineral properties and deferred exploration
expenditures for the Rosario Properties on the Corporations balance sheet.

During the three and nine months ended January 31, 2010,
officers and directors of the Corporation were reimbursed for out of pocket
expenses that occurred in the normal course of operations.

No director, executive officer, principal holder of securities
or any associate or affiliate thereof of the Corporation has or has had any
material interest, directly or indirectly, in any transaction involving the
Corporation since its incorporation, or in any proposed transaction involving
the Corporation, that has materially affected or will materially affect the
Corporation.

No individual who is, or at any time since the incorporation of
the Corporation was, a director, executive officer or employee of the
Corporation, or any of their associates, is or has been indebted to the
Corporation, or has had any indebtedness to another entity which has been the
subject of a guarantee, support agreement, letter of credit, or similar
arrangement provided by the Corporation.

See Item 5. Operating and Financial Review and Prospects.

7.C. Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial
Information

There are no legal proceedings or regulatory actions involving
the Corporation or its properties as at June 1, 2010, nor have there been
since the date of incorporation of the Corporation, and the Corporation knows of
no such proceedings or actions currently contemplated that are reasonably
expected to have a significant effect on the Corporation's financial position or
profitability.

The Corporation has never declared or paid cash dividends on
its common shares and does not intend to do so in the near future. Any dividends
declared in the future will be at the discretion of the board of directors. See
Risk Factors regarding the Corporations dividend policy.

See Item 17. Financial Statements.

8.B. Significant Changes

Since the date of the most recent interim financial statements
of the Corporation (January 31, 2010), no significant changes have occurred with
respect to the business of the Corporation, except as follows.

In May 2010, the Corporation entered into a binding letter
agreement with China, which provides that the Corporation and China Opportunity
will enter into a definitive agreement whereby China Opportunity will be granted
an option to earn up to a 70% interest in the McCart Property.

Under the terms of the letter agreement, China Opportunity
may earn an initial 50% interest in the McCart Property by:

(i) making an initial cash payment to the Corporation in the
amount of $20,000; 
(ii) issuing an aggregate of 1,050,000 common shares to the Corporation in
tranches over a three-year period; and 
(iii) incurring an aggregate of $400,000 in exploration expenditures on the
McCart Property in tranches over a three-year period.

The letter agreement provides that China Opportunity shall
earn an additional 20% interest in the McCart Property (for a total 70%
interest) in the event it completes a bankable feasibility study within three
years of earning its 50% interest. The Corporation will be the operator of the
project. In the event the transaction contemplated in the letter agreement
proceeds, the Corporation will likely not spend any additional funds on the
McCart Property until China Opportunity either exercises or terminates the
Option. There can be no assurance that China Opportunity will satisfy all the
conditions necessary to obtain the 70% interest in the McCart Property.

To date, the Corporation has completed a portion of the
line-cutting and ground electromagnetic (TEM) recommended in the Phase 1 program
on the McCart Property and is reviewing the interpretation of such results
before determining whether to proceed with the rest of the Phase 1 program.

In April 2010, the Corporation commenced an exploration
drilling program at the Rosario Property. At least 3,000 meters of diamond
drilling in 14 drillholes is contemplated for the Phase 1 drill program.

81

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ITEM 9. THE OFFER AND LISTING

9.A. Offer and Listing Details

The common shares, without par value, of the Corporation are
listed and traded on the TSX under the symbol
BPV. The following table indicates the high and low market prices and volume
with respect to trading activity for the common shares on a monthly basis since
the commencement of the listing of the common shares on the TSX Venture Exchange
("TSXV"), which occurred
on October 9, 2009.(1)

Month
    High
    Low
    VolumeMay 2010
    $2.15
    $1.60
    423,300April 2010
    $2.40
    $2.00
    2,036,100March 2010
    $2.50
    $2.25
    162,730February 2010
    $2.75
    $2.40
    419,940January 2010
    $2.50
    $1.90
    1,041,648December 2009
    $1.90
    $1.30
    861,190


(1) The common shares of the Corporation commenced trading on
the TSXV on October 9, 2009. The Corporation subsequently graduated to the
Toronto Stock Exchange and the common shares ceased trading on the TSXV and
commenced trading on the TSX effective April 16, 2010.

For the third quarter ended January 31, 2010, the high and low
market prices of the common shares of the Corporation were $2.50 and $1.10,
respectively.

The Corporation is registering its common shares without par
value on this Registration Statement on Form 20-F/A. There are no arrangements for
transfer of the Corporations common shares or any restrictions on the free
transferability of the shares.

9.B. Plan of Distribution

Not applicable.

9.C. Markets

The common shares of the Corporation are listed and posted for
trading on the TSX and the Pink Sheets. The Corporation intends to apply for
the listing of its common shares on the NYSE Amex;
however, there can be no assurance that such listing of the Corporations common
shares would be approved by the NYSE Amex.

9.D. Selling Shareholders

Not applicable.

9.E. Dilution

Not applicable.

9.F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

Pursuant to the articles of incorporation, the Corporation is
authorized to issue an unlimited number of common shares without par value, of
which 28,030,000 common shares were issued and outstanding as of January 31,
2010, and 28,036,000 common shares were issued and outstanding as of June 1,
2010.

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Neither the Corporation nor any subsidiary of the Corporation
holds any common shares of the Corporation.

As of January 31, 2010, the Corporation had an aggregate of
22,021,200 convertible securities outstanding, comprised of (a) an aggregate of
6,165,000 share purchase warrants (a Subject Warrant), each entitling the
holder to acquire one common share at an exercise price of $0.50 until October
7, 2014; (b) an aggregate of 420,000 compensation options, each entitling the
holder to acquire one unit (comprised of one common share and one Subject
Warrant) at an exercise price of $0.20 until April 7, 2011;(c) an aggregate of
12,590,000 share purchase warrants, each entitling the holder to acquire one
common share at an exercise price of $1.50 until December 1, 2012; (d) an
aggregate of 521,200 compensation warrants, each entitling the holder to acquire
one common share at an exercise price of $1.00 until December 1, 2010; (e) an
aggregate of 700,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $0.35 until August 20, 2014; (f) an
aggregate of 200,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $1.20 until November 12, 2014; (g) an
aggregate of 250,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $1.20 until November 17, 2014; (h) an
aggregate of 300,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $1.40 until December 7, 2014; (i) an
aggregate of 525,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $1.40 until December 11, 2014; (j) an
aggregate of 250,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $2.15 until January 11, 2015; and (k) an
aggregate of 100,000 stock options, each entitling the holder to acquire one
common share at an exercise price of $2.40 until January 25, 2015.

As of June 1, 2010, the Corporation had an aggregate of
22,085,200 convertible securities outstanding, comprised of (a) an aggregate of
6,160,000 Subject Warrants, each entitling the holder to acquire one common
share at an exercise price of $0.50 until October 7, 2014; (b) an aggregate of
420,000 compensation options, each entitling the holder to acquire one unit
(comprised of one common share and one Subject Warrant) at an exercise price of
$0.20 until April 7, 2011; (c) an aggregate of 12,590,000 share purchase
warrants, each entitling the holder to acquire one common share at an exercise
price of $1.50 until December 1, 2012; (d) an aggregate of 515,200 compensation
warrants, each entitling the holder to acquire one common share at an exercise
price of $1.00 until December 1, 2010; (e) an aggregate of 700,000 stock
options, each entitling the holder to acquire one common share at an exercise
price of $0.35 until August 20, 2014; (f) an aggregate of 200,000 stock options,
each entitling the holder to acquire one common share at an exercise price of
$1.20 until November 12, 2014; (g) an aggregate of 250,000 stock options, each
entitling the holder to acquire one common share at an exercise price of $1.20
until November 17, 2014; (h) an aggregate of 300,000 stock options, each
entitling the holder to acquire one common share at an exercise price of $1.40
until December 7, 2014; (i) an aggregate of 525,000 stock options, each
entitling the holder to acquire one common share at an exercise price of $1.40
until December 11, 2014; (j) an aggregate of 250,000 stock options, each
entitling the holder to acquire one common share at an exercise price of $2.15
until January 11, 2015; (k) an aggregate of 100,000 stock options, each
entitling the holder to acquire one common share at an exercise price of $2.40
until January 25, 2015; (l) an aggregate of 25,000 stock options, each entitling
the holder to acquire one common share at an exercise price of $2.40 until
February 1, 2015; and (m) an aggregate of 50,000 stock options, each entitling
the holder to acquire one common share at an exercise price of $2.45 until March
10, 2015.

Set forth below is a summary of all stock options of the
Corporation outstanding as of June 1, 2010.

Grantee
    Position with Corporation
    Expiry Date
    Exercise Price
    Number of Common Shares under
      OptionHugh Snyder
    Chairman, Chief Executive Officer and Director
    November 12, 2014
    $1.20
    200,000Hugh Snyder
    Chairman, Chief Executive Officer and Director
    December 7, 2014
    $1.40
    300,000Steve Mintz
    Former Chief Executive Officer & Director
    August 20, 2014
    $0.35
    200,000


|Jon North          | Director                | August
      20, 2014 | $0.35 | 200,000
|------------------ | ----------------------- | --------------------- | ----- | -------
|John McBride       | Director                | August
      20, 2014 | $0.35 | 200,000
|Wolf Seidler       | Director                | January 11, 2015      | $2.15 | 250,000
|Carmelo Marrelli   | Chief Financial Officer | August 20, 2014       | $0.35 | 100,000
|Nadir Desai        | Consultant              | November 17, 2014     | $1.20 | 250,000
|Susanna Etienne    | Consultant              | December 7, 2014      | $1.40 | 25,000 
|Francisco Schubert | Consultant              | December 7, 2014      | $1.40 | 250,000
|David OConnor     | Consultant              | December 7, 2014      | $1.40 | 250,000
|Herbert Soroca     | Consultant              | January 25, 2015      | $2.40 | 100,000
|Ludyann Gibson     | Employee                | February 1, 2015      | $2.40 | 25,000 
|Mike Porter        | Employee                | March 10, 2015        | $2.45 | 50,000 

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The following table contains details of the prior sales of
common shares by the Corporation from incorporation to June 1, 2010:

Date
    Number and Type of Securities
    PriceMay 10, 2007
    500,000 Common Shares
    $0.0002 per Common ShareDecember 21, 2007
    7,395,000 Common Shares
    $0.06
      per Common ShareJuly 29, 2009
    150,000 Common Shares
    N/A(3)October 7, 2009
    6,180,000 Common Shares
    $0.20
      per Unit(1)December 1, 2009
    12,590,000 Common Shares
    $1.00
      per Unit(2)December 14, 2009
    1,200,000 Common Shares
    N/A(4)January 18, 2010
    5,000
      Common Shares
    $0.50(5)January 21, 2010
    5,000
      Common Shares
    $0.50(5)January 22, 2010
    5,000 Common Shares
    $0.50(5)April 14, 2010
    6,000 Common Shares
    $1.00(5)June 8, 2010
    5,000 Common Shares
    $0.50(5)


(1) Each unit consisted of one common share and one share
purchase warrant entitling the holder to acquire one additional common share at
an exercise price of $0.50 until October 7, 2014. (2) Each unit consisted of
one common share and one share purchase warrant entitling the holder to acquire
one additional common share at an exercise price of $1.50 until December 1,
2012. (3) These common shares were issued as partial consideration for the
acquisition by the Corporation of its interest in the McCart Property.(4)
These common shares were issued as partial consideration for the acquisition by
the Corporation of its acquisition of 100% of the shares of Rio Condor.(5)
Issuable upon exercise of outstanding share purchase warrants of the
Corporation.

An aggregate of 7,895,000 common shares of the Corporation were
issued and outstanding as at May 1, 2008 (the commencement of the most recently
completed fiscal year of the Corporation). No common shares were issued during
the fiscal year ended April 30, 2009, such that as of April 30, 2009, an
aggregate of 7,895,000 common shares of the Corporation were outstanding.

There have been no events since the incorporation of the
Corporation which have changed the number and classes of shares of which the
share capital is composed.

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10.B. Memorandum and Articles of Association

Holders of common shares are entitled to receive notice of any
meetings of shareholders of the Corporation, and to attend and to cast one vote
per common share at all such meetings. Holders of common shares do not have
cumulative voting rights with respect to the election of directors and,
accordingly, holders of a majority of the common shares entitled to vote in any
election of directors may elect all directors standing for election. Holders of
common shares are entitled to receive on a pro rata basis such dividends on the
common shares, if any, as and when declared by the Corporations board of
directors at its discretion from funds legally available therefor, and upon the
liquidation, dissolution or winding up of the Corporation are entitled to
receive on a pro rata basis the net assets of the Corporation after payment of
debts and other liabilities, in each case subject to the rights, privileges,
restrictions and conditions attaching to any other series or class of shares
ranking senior in priority to or on a pro rata basis with the holders of common
shares with respect to dividends or liquidation. The common shares do not carry
any preemptive, subscription, redemption or conversion rights, nor do they
contain any sinking or purchase fund provisions.

In order to amend the rights attaching to the common shares of
the Corporation, shareholder approval would be required to be obtained in
accordance with applicable corporate law, and the Corporations articles of
incorporation would then be amended accordingly.

There are no restrictions on the business the Corporation may
carry on or the powers the Corporation may exercise.

Without in any way restricting the powers conferred upon the
Corporation or its board of directors by the Business Corporations Act, as now
enacted or as the same may from time to time be amended, re-enacted or replaced,
the board of directors may from time to time, without authorization of the
shareholders, in such amounts and on such terms as it deems expedient:

(a) borrow money upon the credit of the Corporation; (b)
issue, re-issue, sell or pledge debt obligations of the Corporation; (c)
subject to the provisions of the Business Corporations Act, as now enacted or as
the same may from time to time be amended, re-enacted or replaced, give a
guarantee on behalf of the Corporation to secure performance of an obligation of
any person; and (d) mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the Corporation owned or
subsequently acquired, to secure any obligation of the Corporation.

The board of directors may from time to time delegate to a
director, a committee of directors or an officer of the Corporation any or all
of the powers conferred on the board as set out above, to such extent and in
such manner as the board shall determine at the time of such delegation.

Pursuant to the bylaws of the Corporation, a director who is a
party to, or who is a director of or has a material interest in any person who
is a party to, a material contract or transaction with the Corporation shall be
referred to the board or shareholders for approval and the interested director
shall not vote on any resolution to approve such contract except as permitted by
the Business Corporations Act.

Pursuant to the bylaws of the Corporation, the directors shall
be paid such remuneration for their services as the board of directors may from
time to time determine.

There are no limitations contained in the articles or bylaws of
the Corporation restricting non-Canadian persons from holding, or exercising
voting rights of, common shares of the Corporation.

The annual meeting of shareholders shall be held at such time
in each year as the board, the Chairman of the board (if any) or the President
of the Corporation may from time to time determine. The board, the Chairman of
the board (if any) or the President of the Corporation also has power to call a
special meeting of shareholders at any time. The board may fix in advance a
date, preceding the date of any meeting of shareholders by not more than 50 days
and not less than 21 days, as a record date for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any such
record date shall be given not less than seven days before such record date by
newspaper advertisement and, if any shares of the Corporation are listed for
trading on a stock exchange in Canada, by written notice to each such stock
exchange. If no record date is so fixed, the record date for the determination
of the shareholders entitled to notice of the meeting shall be at
the close of business on the day immediately preceding the day on which the
notice is given or, if no notice is given, the day on which the meeting is held.

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10.C. Material Contracts

The only material contracts entered into by the Corporation,
other than in the ordinary course of business, since the date of incorporation
of the Corporation are as follows:

|(i)    |  | the Agency Agreement dated September 25, 2009 between the
      Corporation and Toll Cross Securities Inc. governing the terms of the
      initial public offering of the Corporation;                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                  
|(ii)   |  | the Acquisition Agreement between the Corporation and
      William Brereton dated November 11, 2008 pursuant to which the Corporation
      acquired its 100% interest in two of the claims comprising, in part, the
      McCart Property, subject to a 2% NSR;
|       |  |                                                                                                                                                                                                                                                                  
|(iii)  |  | the Acquisition Agreement between the Corporation and
      William Brereton dated July 30, 2009 pursuant to which the Corporation
      granted a 1% NSR to William Brereton with respect to three of the claims
      comprising, in part, the McCart Property;
|       |  |                                                                                                                                                                                                                                                                  
|(iv)   |  | the Amended and Restated Warrant Indenture entered into
      between the Corporation and Valiant Trust Company dated September 25, 2009
      governing the terms of the share purchase warrants of the Corporation
      issued on October 7, 2009;            
|       |  |                                                                                                                                                                                                                                                                  
|(v)    |  | the Warrant Indenture entered into between the
      Corporation and Valiant Trust Company dated December 1, 2009 governing the
      terms of the share purchase warrants of the Corporation issued on December
      1, 2009;                                  
|       |  |                                                                                                                                                                                                                                                                  
|(vi)   |  | the Purchase Agreement dated November 10, 2009 between
      the Corporation, Francisco Schubert Seiffert and Rio Condor Resources S.A.
      pursuant to which the Corporation acquired 100% of the issued and
      outstanding shares of Rio Condor;          
|       |  |                                                                                                                                                                                                                                                                  
|(vii)  |  | Acquisition Agreement dated January 23, 2010 among the
      Rio Condor Resources S.A., Mario Leoncio Contreras Villar and Asesorías e
      Inversiones Invermondo Limitada in connection with the Simonetta Property;                                          
|       |  |                                                                                                                                                                                                                                                                  
|(viii) |  | Acquisition Agreement dated December 3, 2009 between the
      Rio Condor Resources S.A. and Maria Teresa Ortiz Carrasco in connection
      with the SOESMI Property; and                                                                                       
|       |  |                                                                                                                                                                                                                                                                  
|(ix)   |  | Letter of Intent  Option Agreement
      related to the Rosario I / 10 with its Demasias dated September 11, 2009.                                                                                                                                              

10.D. Exchange Controls

There is no law, governmental decree or regulation in Canada
that restricts the export or import of capital or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares
other than withholding tax requirements. Any such remittances to United States
residents are subject to withholding tax. See Taxation. There is no limitation
imposed by the laws of Canada or by the charter or other constituent documents
of the Corporation on the right of a non-resident to hold or vote the common
shares, other than as provided in the Investment Canada Act.

The following discussion summarizes the principal features of
the Investment Canada Act for a non-resident who proposes to acquire the common
shares. The Investment Canada Act generally prohibits implementation of a
reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an entity) that is not
a Canadian as defined in the Investment Canada Act (a non-Canadian), unless
after review, the minister responsible for the Investment Canada Act is
satisfied that the investment is likely to be of net benefit to Canada. Certain
Government of Canada uranium policies may be material in respect of such a
review.

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A directinvestment in the common shares by a
non-Canadian other than a WTO Investor (as that term is defined by the
Investment Canada Act, and which term includes entities which are nationals of
or are controlled by nationals of member states of the World Trade Organization)
when the Corporation was not controlled by a WTO Investor, would be reviewable
under the Investment Canada Act if it was an investment to acquire control of
the Corporation and the book value of the assets of the Corporation, as
determined in accordance with the regulations promulgated under the Investment
Canada Act, was $5 million or more. An indirect investment in the common shares
by a non-Canadian who is not a WTO Investor when the Corporation was not
controlled by a WTO Investor would be reviewable if the book value of the assets
of the Corporation was $50 million or more. However, this threshold falls to $5
million where the Canadian assets constitute more than 50% of the value of total
worldwide assets acquired in the transaction. A direct investment in the common
shares by a WTO Investor, or by a non-Canadian when the Corporation was
controlled by a WTO Investor, would be reviewable under the Investment Canada
Act if it was an investment to acquire control of the Corporation and the book
value of the assets of the Corporation, as determined in accordance with the
regulations promulgated under the Investment Canada Act was not less than a
specified amount, which for 2009 was any amount in excess of $312 million. An
indirect investment in the common shares by a WTO Investor, or by a non-Canadian
when the Corporation was controlled by a WTO Investor would not be reviewable.
All non-reviewable investments, however, would be subject to post-closing
notification. Amendments to the Investment Canada Act are expected to come into
force some time in 2010 that will change the financial threshold that will
trigger a review. These amendments will make direct acquisitions of control by
WTO Investors, or investments by non-Canadians when the Corporation was
controlled by a WTO Investor reviewable if the enterprise value (which term is
to be defined in regulations not yet in force) of the Corporation $600 million
(which amount will increase in subsequent years). The monetary thresholds will
remain the same for investments by non-WTO Investors or investments by
non-Canadians when the Corporation was not controlled by a WTO Investor.

A non-Canadian would acquire control of the Corporation for the
purposes of the Investment Canada Act if the non-Canadian acquired a majority of
the common shares. The acquisition of one third or more, but less than a
majority of the common shares would be presumed to be an acquisition of control
of the Corporation unless it could be established that, on the acquisition, the
Corporation was not controlled in fact by the acquirer through the ownership of
the common shares.

A completed or proposed acquisition of common shares of the
Corporation (whether or not control is acquired) may also be reviewable if the
Minister of Industry, after consultation with the Minister of Public Safety and
Emergency Preparedness, considers that the investment could be injurious to
national security and the Canadian federal cabinet makes an order for the review
of the investment. Furthermore, to the extent that the investor has not
implemented the proposed acquisition of common shares of the Corporation and the
Minister of Industry has reasonable grounds to believe that the investment could
be injurious to national security, the investor may not implement the
acquisition without clearance if the minister sends a notice to the investor
that an order for the review of the investment may be made.

Certain transactions relating to the common shares may be
exempt from the Investment Canada Act, including: (a) an acquisition of the
common shares by a person in the ordinary course of that persons business as a
trader or dealer in securities; (b) an acquisition of control of the Corporation
in connection with the realization of security granted for a loan or other
financial assistance and not for a purpose related to the provisions of the
Investment Canada Act; and (c) an acquisition of control of the Corporation by
reason of an amalgamation, merger, consolidation or corporate reorganization
following which the ultimate direct or indirect control in fact of the
Corporation, through the ownership of the common shares, remained unchanged.

10.E. Taxation

Canadian Federal Income Tax Considerations

The following is a summary of the principal Canadian federal
income tax consequences generally applicable to the holding and disposition of
common shares in the capital of the Corporation by a person who is a resident of
the United States (and not resident in Canada for purposes of the Income Tax Act
(Canada) (the Tax Act) and the Canada-United States Income Tax Convention,
1980, as amended (the Treaty)), who is entitled to the benefit of the Treaty,
who holds common shares solely as capital property and does not use or hold a
common share in carrying on business in Canada (a US Holder). Generally the
common shares will be considered to be capital property to a US Holder provided the holder does not hold the
common shares in the course of carrying on a business of trading in securities
and has not acquired them in one or more transactions considered to be an
adventure in the nature of trade. Special rules, which are not discussed herein,
may apply to a holder of common shares who is a non-resident insurer which
carries on business in Canada and elsewhere.

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This summary is based on the current provisions of the Tax Act
and the regulations thereunder (the Regulations), the Treaty, all specific
proposals to amend the Tax Act, the Regulations and the Treaty publicly
announced by the Minister of Finance (Canada) prior to the date hereof (the
Proposals) and the administrative practices and assessing policies of the of
Canada Revenue Agency published in writing by it prior to the date hereof.

This summary is not exhaustive of all possible Canadian federal
income tax considerations and except for the Proposals, does not take into
account or anticipate any changes in the law or practice, whether by judicial,
governmental, or legislative decision or action, nor does it take into account
any provincial, territorial or foreign (including without limitation, any US)
tax law or treaty, which may differ significantly from those discussed herein.
It is assumed that all Proposals will be enacted substantially as proposed and
that there is no other relevant change in any governing law or practice,
although no assurance can be given in these respects. Each US Holder is advised
to obtain tax and legal advice applicable to such US Holders particular
circumstances.

Dividends

Dividends on common shares paid or credited by the Corporation
to a US Holder will be subject to Canadian withholding tax at the rate of 25% of
the gross amount of the dividends. In general, the Treaty reduces the rate of
withholding with respect to dividends paid to a US Holder to 15% of the gross
amount of the dividend. If the US Holder is a company that owns at least 10% of
the voting stock of the Corporation and beneficially owns the dividend, the rate
of withholding tax is reduced to 5% under the Treaty. Further, under the Treaty
dividends paid to certain religious, scientific, literary, educational or
charitable organizations and certain pension organizations that are resident in,
and generally exempt from tax in the United States, are generally exempt from
Canadian withholding tax. The Corporation is required to withhold the applicable
tax from the dividend payable to the US Holder, and to remit the tax to the
Receiver General of Canada for the account of the US Holder.

Disposition of Common Shares

A US Holder will not be subject to tax under the Tax Act on any
capital gain realized on an actual or deemed disposition of a common share,
provided the common shares are not taxable Canadian property to the US Holder.
The common shares will not be taxable Canadian property to a US Holder with
respect to a particular disposition unless at any time in the 60 month period
preceding the disposition the US Holder while the common shares are listed on a
designated stock exchange (which includes Tiers 1 and 2 of the TSXV), persons
with whom the US Holder does not deal at arms length or the US Holder together
with such persons owned 25% or more of the common shares (or any other class or
series of shares of the Corporation). Further, the Treaty may exempt a US Holder
from tax imposed under the Tax Act on capital gains arising on the disposition
of common shares.

In the Canadian federal budget released on March 4, 2010, the
Minister of Finance (Canada) proposed that after March 4, 2010, shares that are
listed on a designated stock exchange will generally not constitute taxable
Canadian property of a US Holder unless at any time during the 60-month period
immediately preceding the disposition (i) the US Holder, persons with whom the
US Holder did not deal at arms length, or the US Holder together with all such
persons, owned or was considered to own 25% or more of the issued shares of any
class or series of shares of the capital stock of the company, and (ii) more
than 50% of the fair market value of the shares was derived directly or
indirectly from one or any combination of real or immovable property situated in
Canada, Canadian resource properties (as defined in the Tax Act), timber
resource properties (as defined in the Tax Act), and options in respect of, or
interests in, or for civil law rights in, any such properties (whether or not
such property exists).

United States Federal Income Tax Considerations

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230,
PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S.
FEDERAL TAX ISSUES IN THIS REGISTRATION STATEMENT IS NOT INTENDED OR WRITTEN TO
BE RELIED UPON, AND CANNOT BE RELIED UPON, BY INVESTORS FOR THE PURPOSE OF
AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE CODE; (B) SUCH DISCUSSION IS
BEING USED IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR
MATTERS ADDRESSED HEREIN; AND (C) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED
ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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The following summary describes certain material U.S. federal
income tax considerations generally applicable to U.S. Holders (as defined
below) with respect to the ownership and disposition of the Corporations common
shares offered hereunder. It addresses only U.S. Holders that hold the
Corporations common shares as capital assets within the meaning of Section 1221
of the Code (generally, assets held for investment purposes). The following
summary does not purport to be a complete analysis of all of the potential U.S.
federal income tax considerations that may be relevant to particular U.S.
Holders in light of their particular circumstances, nor does it deal with
persons that are subject to special tax rules, such as brokers, dealers in
securities or currencies, financial institutions, mutual funds, insurance
companies, tax-exempt entities, qualified retirement plans, regulated investment
companies, common trust funds, U.S. Holders subject to the alternative minimum
tax, U.S. Holders holding the Corporations common shares as part of a straddle,
hedge or conversion transaction or as part of a synthetic security or other
integrated transaction, traders in securities that elect to use a mark-to market
method of accounting for their securities holdings, U.S. Holders that have a
functional currency other than the U.S. dollar, U.S. expatriates, and persons
that acquired the Corporations common shares in connection with the performance
of services. In addition, this summary does not address persons that hold an
interest in a partnership or other pass-through entity that holds the
Corporations common shares, or tax considerations arising under the laws of any
state, local or non-U.S. jurisdiction or other U.S. federal tax considerations
(e.g., estate or gift tax) other than those pertaining to the income tax.

The following is based on the Code, Treasury regulations
promulgated thereunder (Treasury Regulations), and administrative rulings and
court decisions, in each case as in effect on the date hereof, all of which are
subject to change, possibly with retroactive effect.

As used herein, the term U.S. Holder means a beneficial owner
of the Corporations common shares that is (i) a citizen or individual resident
of the U.S. for U.S. federal income tax purposes, (ii) a corporation (or an
entity classified as a corporation for U.S. federal income tax purposes) created
or organized in or under the laws of the U.S. or any political subdivision
thereof, (iii) an estate, the income of which is subject to U.S. federal income
taxation regardless of its source, or (iv) a trust if (A) a U.S. court is able
to exercise primary supervision over its administration and one or more U.S.
persons, within the meaning of Section 7701(a)(30) of the Code, have authority
to control all of its substantial decisions or (B) it has properly elected under
applicable Treasury Regulations to be treated as a U.S. person.

The tax treatment of a partner in a partnership (or other
entity classified as a partnership for U.S. federal income tax purposes) may
depend on both the partners and the partnerships status and the activities of
such partnership. Partnerships that are beneficial owners of the Corporations
common shares, and partners in such partnerships, should consult their own tax
advisors regarding the U.S. federal, state, local and non-U.S. tax
considerations applicable to them with respect to the ownership and disposition
of the Corporations common shares.

This summary is of a general nature only. It is not intended
to constitute, and should not be construed to constitute, legal or tax advice to
any particular U.S. Holder. U.S. Holders should consult their own tax advisors
as to the tax considerations applicable to them in their particular
circumstances.

Ownership and Disposition of the Corporations Common
Shares

Distributions. Subject to the discussion below under
Certain United States Federal Income Tax Considerations  Passive Foreign
Investment Company Rules and under Certain United States Federal Income Tax
Considerations  Controlled Foreign Corporations, distributions made with
respect to the Corporations common shares (including any Canadian taxes
withheld from such distributions) generally will be included in the gross income
of a U.S. Holder as dividend income to the extent of the Corporations current
and accumulated earnings and profits, as determined under U.S. federal income
tax principles. Distributions in excess of the Corporations current and accumulated earnings and profits, if made with respect to the
Corporations common shares, will be treated as a return of capital to the
extent of the U.S. Holders adjusted tax basis in such common shares, and
thereafter as capital gain.

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For taxable years beginning before January 1, 2011, a dividend
paid by the Corporation generally will be taxed at the preferential tax rates
applicable to long-term capital gains if (a) the Corporation is a qualified
foreign corporation (as defined below), (b) the U.S. Holder receiving such
dividends is an individual, estate, or trust, and (c) such dividend is paid on
the Corporations shares that have been held by such U.S. Holder for at least 61
days during the 121-day period beginning 60 days before the ex-dividend date.

The Corporation generally will be a qualified foreign
corporation under Section 1(h)(11) of the Code (a QFC) if the Corporation
is eligible for the benefits of the Convention between the U.S. and Canada with
Respect to Taxes on income and Capital (the Canada-U.S. Tax Convention) or, if
not, the Corporations shares are readily tradable on an established securities
market in the U.S. However, even if the Corporation satisfies one or more of
such requirements, the Corporation will not be treated as a QFC if the
Corporation is a PFIC for the taxable year during which it pays a dividend or
for the preceding taxable year.

As discussed below, the Corporation has not made a
determination of whether it is or has been a PFIC. It is possible that the
Corporation currently is, may have been or will be a PFIC.

If any dividends are paid in Canadian dollars, the amount
includible in gross income will be the U.S. dollar value of such dividend,
calculated by reference to the exchange rate in effect on the date of actual or
constructive receipt of the payment, regardless of whether the payment is
actually converted into U.S. dollars. If any Canadian dollars actually or
constructively received by a U.S. Holder are later converted into U.S. dollars,
such U.S. Holder may recognize gain or loss on the conversion, which will be
treated as ordinary gain or loss. Such gain or loss generally will be treated as
gain or loss from sources within the U.S. for U.S. foreign tax credit purposes.

A U.S. Holder may be entitled to deduct or claim a credit for
Canadian withholding taxes, subject to applicable limitations in the Code.
Dividends paid on the Corporations common shares will be treated as income from
sources outside the U.S. and generally will be passive category income for
U.S. foreign tax credit limitation purposes. The rules governing the foreign tax
credit are complex and the availability of the credit is subject to limitations.
U.S. Holders should consult their own tax advisors regarding the availability of
the foreign tax credit in their particular circumstances.

Dispositions.Subject to the discussion below under
Certain United States Federal Income Tax Considerations  Passive Foreign
Investment Company Rules and Certain United States Federal Income Tax
Considerations  Controlled Foreign Corporations, upon the sale, exchange or
other taxable disposition of the Corporations common shares, a U.S. Holder
generally will recognize capital gain or loss equal to the difference between
(i) the amount of cash and the fair market value of any other property received
upon the sale, exchange or other taxable disposition and (ii) the U.S. Holders
adjusted tax basis in such common shares. Capital gain or loss recognized upon a
sale, exchange or other taxable disposition of the Corporations common shares
will generally be long-term capital gain or loss if the U.S. Holders holding
period with respect to such common shares disposed of is more than one year at
the time of the sale, exchange or other taxable disposition. The deductibility
of capital loss is subject to limitations.

Passive Foreign Investment Company Rules

The foregoing discussion assumes that the Corporation is not a
PFIC. Certain adverse U.S. federal income tax rules generally apply to a U.S.
person that owns or disposes of stock in a non-U.S. corporation that is treated
as a PFIC. In general, a non-U.S. corporation will be treated as a PFIC for any
taxable year during which, after applying relevant look-through rules with
respect to the income and assets of subsidiaries, either (i) 75% or more of the
non-U.S. corporations gross income is passive income, or (ii) 50% or more of
the average value of the non-U.S. corporations assets produce or are held for
the production of passive income. For these purposes, passive income generally
includes dividends, interest, certain rents and royalties, and the excess of
gains over losses from certain commodities transactions, including transaction
involving oil and gas. However, gains and losses from commodities transactions
generally are excluded from the definition of passive income if (i) such gains
or losses are derived by a non-U.S. corporation in the active conduct of a commodity
business, and (ii) substantially all of such corporations business is as an
active producer, processor, merchant or handler of commodities of like kind (the
active commodities business exclusion).

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The Corporation has not made a determination as to its PFIC
status for the current or any past taxable years. PFIC classification is factual
in nature, generally cannot be determined until the close of the taxable year in
question, and is determined annually. Thus, there can be no assurance that the
Corporation is not a PFIC for the current taxable year, has not been for any
past taxable years or will not be a PFIC for any future taxable years.

The following U.S. federal income tax consequences generally
will apply to a U.S. Holder of the Corporations common shares if the
Corporation is treated as a PFIC:

*Distributions.*Distributions made by the Corporation with respect to its common shares, to
the extent such distributions are treated as excess distributions pursuant to
Section 1291 of the Code, must be allocated ratably to each day of the U.S.
Holders holding period for such common shares. The amounts allocated to the
taxable year during which the distribution is made, and to any taxable years in
such U.S. Holders holding period which are prior to the first taxable year in
which the Corporation is treated as a PFIC, are included in such U.S. Holders
gross income as ordinary income for the taxable year of the distribution. The
amount allocated to each other taxable year is taxed as ordinary income in the
taxable year of the distribution at the highest tax rate in effect for the U.S.
Holder in that other taxable year and is subject to an interest charge at the
rate applicable to underpayments of tax. Any distribution made by the
Corporation that does not constitute an excess distribution would be treated in
the manner described under Certain United States Federal Income Tax
Considerations  Ownership and Disposition of the Corporations Common Shares 
Distributions, above.

Dispositions.The entire
amount of any gain realized upon the U.S. Holders disposition of the
Corporations common shares generally will be treated as an excess distribution
made in the taxable year during which such disposition occurs, with the
consequences described above.

Elections.In general, the
adverse U.S. federal income tax consequences of holding stock of a PFIC
described above may be mitigated if a U.S. shareholder of the PFIC is able to,
and timely makes, a valid qualified electing fund (QEF) election with respect
to the PFIC or a valid mark-to-market election with respect to the stock of the
PFIC. U.S. Holders should be aware that there can be no assurance that the
Corporation will supply U.S. Holders with the information and statements that
such U.S. Holders require to make a QEF election under Section 1295 of the Code.

Congress recently enacted the Hiring Incentives to Restore
Employment Act (HIRE). Under HIRE, U.S. Holders of a PFIC are required to file
an annual report containing any information that may be required by the
Treasury. No information requirements have yet been specified by the Treasury.

U.S. Holders should consult their own tax advisors as to the
tax consequences of owning and disposing of stock in a PFIC, including the
availability of any elections that may mitigate the adverse U.S. federal income
tax consequences of holding stock of a PFIC.

Certain Controlled Foreign Corporation Rules

If more than 50% of the total voting power or the total value
of the Corporations outstanding shares is owned, directly or indirectly, by
citizens or residents of the U.S., U.S. partnerships or corporations, or U.S.
estates or trusts (as defined by Section 7701(a)(30) of the Code), each of which
own, directly or indirectly, 10% or more of the total voting power of the
Corporations outstanding shares (each a 10% Shareholder), the Corporation
could be treated as a Controlled Foreign Corporation (CFC) under Section 957
of the Code.

The Corporations classification as a CFC would effect many
complex results, including that under Section 1248 of the Code, gain from the
disposition of the Corporations common stock by a U.S. Holder that is or was a
10% Shareholder at any time during the five-year period ending with the
disposition will be treated as a dividend to the extent of the Corporations
earnings and profits attributable to the common shares sold or exchanged.

91

---

If the Corporation is classified as both a PFIC and a CFC, the
Corporation generally will not be treated as a PFIC with respect to 10%
Shareholders.

The Corporation has made no determination as to whether it
currently meets or has met the definition of a CFC, and there can be no
assurance that it will not be considered a CFC for the current or any future
taxable year.

The CFC rules are very complicated, and U.S. Holders should
consult their own financial advisor, legal counsel or accountant regarding the
CFC rules and how these rules may impact their U.S. federal income tax
situation.

Information Reporting and Backup Withholding Tax

Dividend payments made with respect to shares of the
Corporations stock and proceeds from the sale, exchange or other disposition of
shares of the shares may be subject to information reporting requirements, and
to possible U.S. backup withholding (currently at a rate of 28%). In general,
backup withholding will apply with respect to reportable payments made to a U.S.
Holder unless (i) the U.S. Holder is a corporation or other exempt recipient
and, if required, demonstrates such exemption, or (ii) the U.S. Holder furnishes
the payor with a taxpayer identification number on Internal Revenue Service
(IRS) Form W-9 in the manner required, certifies under penalty of perjury that
such U.S. Holder is not currently subject to backup withholding and otherwise
complies with the backup withholding requirements.

A Non-U.S. Holder may be required to certify as to its non-U.S.
status on IRS Form W-8BEN (or other applicable form) in order to establish an
exemption from backup withholding. The payment of proceeds of a sale of common
stock effected by or through a U.S. office of a broker is subject to both backup
withholding and information reporting unless the Non-U.S. Holder provides the
payor with its name and address and certifies the non-U.S. status or otherwise
establish an exemption from such withholding. In general, backup withholding and
information reporting will not apply to the payment of the proceeds of a sale of
common stock by or through a foreign office of a broker. If, however, such
broker is, for U.S. federal income tax purposes, a U.S. person, a controlled
foreign corporation, a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the United
States or a foreign partnership that at any time during its tax year either is
engaged in the conduct of a trade or business in the United States or has as
partners one or more U.S. persons that, in the aggregate, hold more than 50% of
the income or capital interests in the partnership, backup withholding will not
apply but such payments nonetheless will be subject to information reporting,
unless such broker has documentary evidence in its records that you are a
Non-U.S. Holder and certain other conditions are met or you otherwise establish
an exemption.

Backup withholding is not an additional tax. Rather, the amount
of any backup withholding imposed on a payment to a holder will be allowed as a
refund or a credit against such holder's U.S. federal income tax liability,
provided that the required information is furnished to the IRS.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE
ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO
THE OWNERSHIP AND DISPOSITION OF THE CORPORATIONS COMMON SHARES. U.S. HOLDERS
SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO
THEM IN THEIR PARTICULAR CIRCUMSTANCES.

10.F. Dividends and Paying Agents

Not applicable.

10.G. Statement by Experts

The summary description of the McCart Property contained in
this Form 20-F/A under the heading Summary of Report on the McCart Property has
been derived from the McCart Report and included herein with the consent of
Kevin Montgomery, M.Sc.(A), P.Geo, 1190 Lozanne Cr., Timmins, Ontario, Canada
P4P 1E8. Kevin Montgomery is a qualified person who is independent of the
Corporation within the meaning of NI 43-101.

92

---

The summary description of the Rosario Property contained in
this Form 20-F/A under the heading Summary of Report on the Rosario Property has
been derived from the Rosario Report and included herein with the consent of
Matthew D. Gray, Ph.D., C.P.G., Calle 14 de Abril #68, Colonia San Benito,
Hermosillo, Sonora, Mexico CP83190. Mr. Gray is a qualified person who is
independent of the Corporation within the meaning of NI 43-101.

10.H. Documents on Display

All documents referenced in this Form 20-F/A concerning the
Corporation may be examined during regular business hours of the Corporation at
the principal office address of the Corporation at 36 Toronto Street, Toronto,
Ontario M5C 2C5.

The Corporation has filed with the Commission this Registration
Statement on Form 20-F/A, including exhibits, under the Exchange Act with respect
to the Corporations common shares.

You may read and copy all or any portion of the Registration
Statement of other information in our files in the Commissions public reference
room at 100 F. Street, NE, Room 1580, Washington, D.C. 20549. You may request
copies of these documents upon payment of a duplicating fee, by writing to the
Commission. Please call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference rooms.

10.I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

See Item 5. Operating and Financial Review and Prospects.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES

None.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF
SECURITYHOLDERS AND USE OFPROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

93

---

ITEM 16B. CODE OF ETHICS

Not applicable.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

Not applicable.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
AND AFFILIATEDPURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING
ACCOUNTANT

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

94

---

BRIDGEPORT VENTURES INC. (AN EXPLORATION STAGE
ENTERPRISE)

FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

APRIL 30, 2009 AND 2008

---

BRIDGEPORT VENTURES INC. (AN EXPLORATION STAGE
ENTERPRISE)

FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

APRIL 30, 2009 AND 2008

|INDEX                                                 | PAGE      
|----------------------------------------------------- | ----------
|Auditors' Report                                      | F-1       
|Balance Sheets                                        | F-2       
|Statements of Operations and
      Comprehensive Loss | F-3       
|Statements of Shareholders Equity                    | F-4       
|Statements of Cash Flows                              | F-5       
|Notes to the Financial Statements                     | F-6 - F-21



---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Shareholders of Bridgeport Ventures
Inc. (An Exploration Stage Enterprise)

We have audited the balance sheets of Bridgeport Ventures Inc.
(An Exploration Stage Enterprise) as at April 30, 2009 and 2008 and the
statements of operations and comprehensive loss, shareholders equity, and cash
flows for the year ended April 30, 2009 and for the period from the date of
incorporation (May 10, 2007) to April 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 Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States of America). 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. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at April 30,
2009 and 2008 and the results of its operations and its cash flows for the year
ended April 30, 2009 and for the period from the date of incorporation (May 10,
2007) to April 30, 2008 in accordance with Canadian generally accepted
accounting principles.

| | /s/ McGOVERN, HURLEY, CUNNINGHAM, LLP
| | -------------------------------------
| |                                      
| | Chartered Accountants                
| | Licensed Public Accountants          

TORONTO, Canada August 31, 2009 except for Note 9 which is
as at September 25, 2009 and Note 10 which is as at April 5, 2010

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

Reporting standards of the Public Company Accounting Oversight
Board (United States) require the addition of an explanatory paragraph following
the opinion paragraph when the financial statements are affected by conditions
and events that raise substantial doubt about the Companys ability to continue
as a going concern, such as those described in Note 1 to the financial
statements. Generally accepted auditing standards in Canada do not permit a
reference to such events and conditions in the auditors report when these are
adequately disclosed in the financial statements.

| | /s/ McGOVERN, HURLEY, CUNNINGHAM, LLP
| | -------------------------------------
| |                                      
| | Chartered Accountants                
| | Licensed Public Accountants          

Toronto, Ontario August 31, 2009 except for Note 9 which is
as at September 25, 2009 and Note 10 which is as at April 5, 2010



F-1

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|BALANCE SHEETS                    | 
|(Expressed in Canadian Dollars)   | 
|AS AT APRIL
      30,             | 



|                                               |  | 2009     |   |  | 2008    |  
|---------------------------------------------- |  | -------- | - |  | ------- | -
|                                               |  | $        |   |  | $       |  
|ASSETS                                         |  |          |   |  |         |  
|CURRENT                                        |  |          |   |  |         |  
|Cash and cash equivalents                      |  | 103,784  |   |  | 290,328 |  
|Amounts receivable                             |  | 9,405    |   |  | 5,291   |  
|                                               |  | 113,189  |   |  | 295,619 |  
|INTEREST IN MINERAL PROPERTIES AND             |  |          |   |  |         |  
|DEFERRED EXPLORATION EXPENDITURES(Note 3)      |  | 165,932  |   |  | 135,000 |  
|                                               |  | 279,121  |   |  | 430,619 |  
|                                               |  |          |   |  |         |  
|LIABILITIES                                    |  |          |   |  |         |  
|CURRENT                                        |  |          |   |  |         |  
|Accounts payable
      and accrued liabilities |  | 29,926   |   |  | 8,972   |  
|FUTURE INCOME TAX LIABILITY(Note 5(b))         |  | 15,200   |   |  | 63,800  |  
|                                               |  | 45,126   |   |  | 72,772  |  
|SHAREHOLDERS EQUITY                           |  |          |   |  |         |  
|CAPITAL STOCK(Note 4)                          |  | 367,100  |   |  | 367,100 |  
|(DEFICIT)                                      |  | (133,105 | ) |  | (9,253  | )
|                                               |  | 233,995  |   |  | 357,847 |  
|                                               |  | 279,121  |   |  | 430,619 |  

GOING CONCERN(Note 1) COMMITMENTS AND
CONTINGENCIES(Note 3)

APPROVED ON BEHALF OF THE BOARD:

Signed Steven Mintz, Director

Signed John McBride, Director

See accompanying notes to the financial statements.

F-2

---

|BRIDGEPORT VENTURES INC.                              | 
|----------------------------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE)                     | 
|STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS | 
|(Expressed in Canadian Dollars)                       | 



|                                                           |  |            |   |  | Period from the   |  
|---------------------------------------------------------- |  | ---------- | - |  | ----------------- | -
|                                                           |  |            |   |  | date of           |  
|                                                           |  |            |   |  | incorporation     |  
|                                                           |  | Year ended |   |  | (May 10, 2007) to |  
|                                                           |  | April 30,  |   |  | April 30,         |  
|                                                           |  | 2009       |   |  | 2008              |  
|                                                           |  | $          |   |  | $                 |  
|                                                           |  |            |   |  |                   |  
|EXPENSES                                                   |  |            |   |  |                   |  
|Professional fees
      (Note 6)                           |  | 12,238     |   |  | 10,186            |  
|Interest and bank charges                                  |  | 3,601      |   |  | 3,529             |  
|                                                           |  |            |   |  |                   |  
|Loss before the under-noted                                |  | 15,839     |   |  | 13,715            |  
|Write-off of
      mineral property (Note 3)               |  | 161,023    |   |  | -                 |  
|Interest income                                            |  | (4,410     | ) |  | (1,562            | )
|                                                           |  |            |   |  |                   |  
|Loss before income taxes                                   |  | 172,452    |   |  | 12,153            |  
|Future income tax recovery (Note 5(a))                     |  | (48,600    | ) |  | (2,900            | )
|                                                           |  |            |   |  |                   |  
|NET LOSS FOR THE PERIOD                                    |  | 123,852    |   |  | 9,253             |  
|                                                           |  |            |   |  |                   |  
|                                                           |  |            |   |  |                   |  
|Loss per share - basic and diluted                         |  | 0.02       |   |  | 0.00              |  
|                                                           |  |            |   |  |                   |  
|Weighted average number of common
      shares outstanding |  | 7,895,000  |   |  | 3,581,250         |  

See accompanying notes to the financial statements.

F-3

---

|BRIDGEPORT VENTURES INC.           | 
|---------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE)  | 
|STATEMENTS OF SHAREHOLDERS EQUITY | 
|(Expressed in Canadian Dollars)    | 



|                                                               |  | Capital   |  |  | Capital |   |  |          |   |  |          |  
|-------------------------------------------------------------- |  | --------- |  |  | ------- | - |  | -------- | - |  | -------- | -
|                                                               |  | Stock     |  |  | Stock   |   |  | Deficit  |   |  | Total    |  
|                                                               |  | #         |  |  | $       |   |  | $        |   |  | $        |  
|                                                               |  |           |  |  |         |   |  |          |   |  |          |  
|Shares issued on
      incorporation (May 10, 2007)            |  | 500,000   |  |  | 100     |   |  | -        |   |  | 100      |  
|Issuance of shares pursuant to private placement, net of costs |  | 7,395,000 |  |  | 436,600 |   |  | -        |   |  | 436,600  |  
|Flow-through share
      renunciation                          |  | -         |  |  | (69,600 | ) |  | -        |   |  | (69,600  | )
|Net loss for the year                                          |  | -         |  |  | -       |   |  | (9,253   | ) |  | (9,253   | )
|                                                               |  |           |  |  |         |   |  |          |   |  |          |  
|Balance, April 30, 2008                                        |  | 7,895,000 |  |  | 367,100 |   |  | (9,253   | ) |  | 357,847  |  
|Net loss for the year                                          |  | -         |  |  | -       |   |  | (123,852 | ) |  | (123,852 | )
|                                                               |  |           |  |  |         |   |  |          |   |  |          |  
|Balance, April 30, 2009                                        |  | 7,895,000 |  |  | 367,100 |   |  | (133,105 | ) |  | 233,995  |  

See accompanying notes to the financial statements.

F-4

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|STATEMENTS OF CASH FLOWS          | 
|(Expressed in Canadian Dollars)   | 



|                                                                             |  |            |   |  | Period from the   |  
|---------------------------------------------------------------------------- |  | ---------- | - |  | ----------------- | -
|                                                                             |  |            |   |  | date of           |  
|                                                                             |  |            |   |  | incorporation     |  
|                                                                             |  | Year ended |   |  | (May 10, 2007) to |  
|                                                                             |  | April 30,  |   |  | April 30,         |  
|                                                                             |  | 2009       |   |  | 2008              |  
|                                                                             |  | $          |   |  | $                 |  
|                                                                             |  |            |   |  |                   |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES:                                  |  |            |   |  |                   |  
|Net loss for the period                                                      |  | (123,852   | ) |  | (9,253            | )
|Items not affecting cash:                                                    |  |            |   |  |                   |  
|Write off of mineral property                                                |  | 161,023    |   |  | -                 |  
|Future
      income tax recovery                                             |  | (48,600    | ) |  | (2,900            | )
|                                                                             |  | (11,429    | ) |  | (12,153           | )
|Changes in non-cash operating
      working capital items:                   |  |            |   |  |                   |  
|Amounts receivable                                                           |  | (4,114     | ) |  | (5,291            | )
|Accounts payable and accrued liabilities                                     |  | 20,954     |   |  | 8,972             |  
|                                                                             |  |            |   |  |                   |  
|                                                                             |  | 5,411      |   |  | (8,472            | )
|                                                                             |  |            |   |  |                   |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES:                                  |  |            |   |  |                   |  
|Private
      placements, net                                                |  | -          |   |  | 433,800           |  
|                                                                             |  |            |   |  |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                        |  |            |   |  |                   |  
|Interest in exploration property                                             |  | (191,955   | ) |  | (135,000          | )
|                                                                             |  |            |   |  |                   |  
|(Decrease) increase in cash and
      cash equivalents                       |  | (186,544   | ) |  | 290,328           |  
|                                                                             |  |            |   |  |                   |  
|Cash and cash equivalents,
      beginning of the period                     |  | 290,328    |   |  | -                 |  
|                                                                             |  |            |   |  |                   |  
|Cash and cash equivalents, end of
      the period                           |  | 103,784    |   |  | 290,328           |  
|                                                                             |  |            |   |  |                   |  
|Cash and cash equivalents consists
      of:                                 |  |            |   |  |                   |  
|Cash                                                                         |  | 103,784    |   |  | 40,328            |  
|Cash equivalents                                                             |  | -          |   |  | 250,000           |  
|                                                                             |  |            |   |  |                   |  
|                                                                             |  | 103,784    |   |  | 290,328           |  
|                                                                             |  |            |   |  |                   |  
|Supplemental disclosure of cash
      flow information:                      |  |            |   |  |                   |  
|Interest paid                                                                |  | -          |   |  | -                 |  
|Income taxes paid                                                            |  | -          |   |  | -                 |  
|Future
      income tax liability related to flow-through share renunciation |  | -          |   |  | 69,600            |  
|Future income tax asset related to share issue costs                         |  | -          |   |  | (2,900            | )

See accompanying notes to the financial statements.

F-5

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Bridgeport Ventures Inc. (the Company) was incorporated
      under the laws of the Province of Ontario, Canada by Articles of
      Incorporation dated May 10, 2007. The Company, which is in the development
      stage as defined by CICA Handbook Accounting Guideline 11, is engaged in
      the acquisition, exploration and development of properties for the mining
      of precious and base metals. The Company is in the process of exploring
      its exploration properties for mineral resources and has not determined
      whether the properties contain economically recoverable reserves. The
      recovery of the amounts shown for the mineral properties and the related
      deferred expenditures is dependent upon the existence of economically
      recoverable reserves, confirmation of the Company's interest in the
      underlying mineral claims, the ability of the Company to obtain necessary
      financing to complete the exploration, and upon future profitable
      production.                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The business of mining and exploring for minerals
      involves a high degree of risk and there can be no assurance that current
      exploration programs will result in profitable mining operations. The
      recoverability of the carrying value of exploration properties and the
      Companys continued existence is dependent upon the preservation of its
      interest in the underlying properties, the discovery of economically
      recoverable reserves, the achievement of profitable operations, or the
      ability of the Company to raise alternative financing, if necessary, or
      alternatively upon the Companys ability to dispose of its interests on an
      advantageous basis. Changes in future conditions could require material
      write-downs of the carrying values.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Although the Company has taken steps to verify title to
      the properties on which it is conducting exploration and in which it has
      an interest, in accordance with industry standards for the current stage
      of exploration of such properties, these procedures do not guarantee the
      Companys title. Property title may be subject to unregistered prior
      agreements and non-compliance with regulatory requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As at April 30, 2009, the Company had cash and cash
      equivalents of $103,784 and working capital of $83,263. Management of the
      Company believes that it has sufficient funds to pay its ongoing
      administrative expenses and to meet its liabilities for the ensuing year
      as they fall due. However, the Company's ability to continue operations
      and fund its exploration property expenditures is dependent on
      management's ability to secure additional financing. Management is
      actively pursuing such additional sources of financing, and while it has
      been successful in doing so in the past, there can be no assurance it will
      be able to do so in the future. Because of this uncertainty there is some
      doubt about the ability of the Company to continue as a going concern.
      These financial statements do not include the adjustments that would be
      necessary should the Company be unable to continue as a going concern.
      Such adjustments could be material.

Continued...

F-6

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The accounting policies of the Company are in accordance
      with Canadian generally accepted accounting principles and their basis of
      application is consistent with that of the previous year except as
      disclosed below. Outlined below are those policies considered particularly
      significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cash and cash equivalents include cash on hand and
      balances with banks and short-term investments with original maturities of
      three months or less. As at April 30, 2009, the Company did not have any
      cash equivalents. As at April 30, 2008, the cash and cash equivalents
      balance was composed of cash and a term deposit, which can be cashed
      without penalty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Interest in Mineral Properties and Deferred
      Exploration Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Interest in mineral properties and deferred exploration
      expenditures are carried at cost until they are brought into production,
      at which time they are depleted on a unit-of-production method based on
      proven and probable reserves. Other general exploration expenses are
      charged to operations as incurred. The cost of exploration properties
      abandoned or sold and their related deferred exploration costs are charged
      to operations in the year of abandonment or sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company reviews its mineral properties to determine
      if events or changes in circumstances have transpired which indicate that
      the carrying value of its assets may not be recoverable. The Company
      reviews capitalized costs relating to its property interests on a periodic
      basis and recognizes an impairment in value based upon a review of
      exploration results, whether the Company has significant exploration plans
      in the immediate future and upon managements assessment of the future
      probability of profitable revenues from the property or from the sale of
      the property. Managements assessment of the propertys estimated current
      fair market value may also be based upon a review of other property
      transactions that have occurred in the same geographic area as that of the
      property under review. An impairment loss is recognized when the carrying
      amount of the mineral properties is not recoverable and exceeds its fair
      value. It is reasonably possible, based on existing knowledge, that
      changes in future conditions in the near-term could require a change in
      the determination of the need for and amount of any write-down.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Costs include the cash consideration and the fair market
      value of the shares issued for the acquisition of exploration properties.
      The carrying value is reduced by option proceeds received until such time
      as the property cost and deferred expenditures are reduced to nominal
      amounts. Properties acquired under option agreements or by joint ventures,
      whereby payments are made at the sole discretion of the Company, are
      recorded in the accounts at the time of payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The fair values of asset retirement obligations are
      recorded as liabilities on a discounted basis when they are incurred.
      Amounts recorded for the related assets are increased by the amount of
      these obligations. Over time, the liabilities will be accreted for the
      change in their present value and the initial capitalized costs will be
      depleted and amortized over the useful lives of the related assets. There
      were no asset retirement liabilities as at April 30, 2009 and 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Continued...

F-7

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Flow-Through Financing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Canadian tax legislation permits a company to issue
      flow-through shares whereby the deduction for tax purposes relating to the
      qualified resource expenditures is claimed by the investors rather than
      the Company. Recording these expenditures for accounting purposes gives
      rise to taxable temporary differences. When flow-through expenditures are
      renounced, the Company records the tax effect as a reduction to share
      capital and an increase to future income tax liabilities. To the extent
      that the Company has future income tax assets that were not recognized in
      previous years, due to the recording of a valuation allowance, a future
      income tax recovery is recorded in the statement of operations. The
      Company has indemnified the subscribers for any tax related amounts that
      became payable by the subscriber as a result of the Company not meeting
      its expenditure commitments.           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Basic loss per share is calculated using the weighted
      average number of shares outstanding. Diluted loss per share is calculated
      using the treasury stock method. In order to determine diluted loss per
      share, the treasury stock method assumes that any proceeds from the
      exercise of dilutive stock options and warrants would be used to
      repurchase common shares at the average market price during the period,
      with the incremental number of shares being included in the denominator of
      the diluted loss per share calculation. The diluted loss per share
      calculation excludes any potential conversion of options and warrants that
      would increase earnings per share or decrease loss per share.                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows the asset and liability method of
      accounting for income taxes. Under this method, future income tax assets
      and liabilities are determined based on differences between the financial
      statement carrying values and the income tax bases of assets and
      liabilities, and are measured using the substantively enacted income tax
      rates and laws that are expected to be in effect when the temporary
      differences are expected to reverse. The effect on future income tax
      assets and liabilities of a change in income tax rates is recognized in
      the period that includes the date of enactment or substantive enactment of
      the change. When the future realization of income tax assets does not meet
      the test of being more likely than not to occur, a valuation allowance in
      the amount of the potential future benefit is taken and no net asset is
      recognized.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The preparation of financial statements in conformity
      with Canadian generally accepted accounting policies requires management
      to make estimates and assumptions that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at the date of the financial statements and reported amounts of revenues
      and expenses during the reporting period. Such estimates and assumptions
      affect the carrying value of assets, impact decisions as to when
      exploration and development costs should be capitalized or expensed, and
      estimates for asset retirement obligations. Other significant estimates
      made by the Company include factors affecting the valuation of future tax
      assets and liabilities. The Company regularly reviews its estimates and
      assumptions; however, actual results could differ from these estimates and
      these differences could be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On December 1, 2006, the CICA issued the following new
      accounting standards: Capital Disclosures (Handbook Section 1535),
      Financial Instruments  Disclosures (Handbook Section 3862), and Financial
      Instruments  Presentation (Handbook Section 3863). These new standards
      became effective for the Company on May 1, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Continued...

F-8

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
      New Accounting Pronouncements(Continued)

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Capital Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In December 2006, the CICA issued Section 1535, Capital
      Disclosures, which establishes guidelines for the disclosure of
      information on an entitys capital and how it is managed. This enhanced
      disclosure enables users to evaluate the entitys objectives, policies and
      processes for managing capital. The Company has included disclosures
      recommended by the new Handbook section in Note 7 to these financial
      statements.                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | Financial Instruments - Disclosure and Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In December 2006, the CICA issued Section 3862,
      Financial Instruments  Disclosure, and Section 3863, Financial
      Instruments - Presentation to replace the existing Section 3861
      Financial Instruments - Disclosure and Presentation. Section 3862
      requires enhanced disclosure on the nature and extent of financial
      instrument risks and how an entity manages those risks. Section 3863
      carries forward the existing presentation requirements and provides
      additional guidance for the classification of financial instruments. The
      Company has included disclosures recommended by the new Handbook sections
      in Note 8 to these financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | c) | General Standards of Financial Statement Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | The Accounting Standards Board (AcSB) has amended CICA
      Handbook Section 1400 to include requirements to assess an entity's
      ability to continue as a going concern and to disclose material
      uncertainties related to events or conditions that may cast doubt upon the
      entity's ability to continue as a going concern. The amendment is
      effective for interim and annual financial statements beginning on or
      after January 1, 2008, and the Company has adopted this section effective
      May 1, 2008.                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | d) | Mining Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | On March 27, 2009, the AcSB issued EIC-174 Mining
      Exploration Costs. In this EIC the Committee provided additional guidance
      for an enterprise that has initially capitalized exploration costs and has
      an obligation in the current and subsequent accounting periods to test
      such costs for recoverability whenever events or changes in circumstances
      indicate that its carrying amount may not be recoverable. The EIC should
      be applied to financial statements issued after March 27, 2009. The
      Company has adopted EIC-174 in these financial statements.                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | Credit Risk and the Fair Value of Financial Assets and
      Financial Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | In January 2009, the CICA approved EIC 173 Credit Risk
      and the Fair Value of Financial Assets and Financial Liabilities. This
      guidance clarified that an entity's own credit risk and the credit risk of
      the counterparty should be taken into account in determining the fair
      value of financial assets and financial liabilities including derivative
      instruments. This guidance is applicable to fiscal periods ending on or
      after January 12, 2009. The Company is continually evaluating its
      counterparties and their credit risks.                                                                                                                                   

Future Accounting Changes

| | f) | International Financial Reporting Standards (IFRS)                                                                                                                                                                                                                                                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In January 2006, the CICA Accounting Standards Board
      (ACSB) adopted a strategic plan for the direction of accounting
      standards in Canada. As part of that plan, accounting standards in Canada
      for public companies are expected to converge with IFRS by the end of
      2011. The Company continues to monitor and assess the impact of the
      convergence of Canadian GAAP and IFRS.

Continued...

F-9

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                           
|-- | --------------------------------------------------------------------------
|3. | INTEREST IN MINERAL PROPERTIES AND DEFERRED EXPLORATION
      EXPENDITURES

| |                    |  |         |  |  |             |  |  |             |  |  |           |   |  |         | 
| | ------------------ |  | ------- |  |  | ----------- |  |  | ----------- |  |  | --------- | - |  | ------- | 
| |                    |  | Opening |  |  |             |  |  |             |  |  |           |   |  | Ending  | 
| | April 30, 2009     |  | Balance |  |  | Acquisition |  |  | Exploration |  |  | Write-off |   |  | Balance | 
| |                    |  | **$**   |  |  | $           |  |  | $           |  |  | **$**     |   |  | **$**   | 
| |                    |  |         |  |  |             |  |  |             |  |  |           |   |  |         | 
| | McCart Township    |  | -       |  |  | 5,000       |  |  | 160,932     |  |  | -         |   |  | 165,932 | 
| | Gold Rock Property |  | 135,000 |  |  | -           |  |  | 26,023      |  |  | (161,023  | ) |  | -       | 
| |                    |  | 135,000 |  |  | 5,000       |  |  | 186,955     |  |  | (161,023  | ) |  | 165,932 | 
| |                    |  |         |  |  |             |  |  |             |  |  |           |   |  |         | 
| |                    |  |         |  |  |             |  |  |             |  |  |           |   |  |         | 
| |                    |  | Opening |  |  |             |  |  |             |  |  |           |   |  | Ending  | 
| | April 30, 2008     |  | Balance |  |  | Acquisition |  |  | Exploration |  |  | Write-off |   |  | Balance | 
| |                    |  | **$**   |  |  | $           |  |  | $           |  |  | **$**     |   |  | **$**   | 
| |                    |  |         |  |  |             |  |  |             |  |  |           |   |  |         | 
| | McCart Township    |  | -       |  |  | -           |  |  | -           |  |  | -         |   |  | -       | 
| | Gold Rock Property |  | -       |  |  | 50,000      |  |  | 85,000      |  |  | -         |   |  | 135,000 | 
| |                    |  | -       |  |  | 50,000      |  |  | 85,000      |  |  | -         |   |  | 135,000 | 

McCart Township Project

On November 11, 2008, the Company
entered into an agreement to acquire a 100% interest in two mining claims (the
Claims) located near McCart Township, Ontario. The Claims are subject to a 2%
net smelter royalty (NSR). To acquire this interest, the Company is required
to:

- Make a cash payment of $5,000 (paid);
- Issue 150,000 common shares of the Company (issued).

At anytime after the commencement of
commercial production, the Company has the right to purchase 1% of the 2% NSR
for $1,000,000.

Subsequent to year-end, the Company had
also obtained three additional mining claims located in the same Township
subject to a 1% NSR (50% of which the Company has the right to purchase for
$1,000,000).

Gold Rock Property Project

Pursuant to a December 18, 2007 option
agreement and subsequent amendment, the Company entered into an agreement to
acquire a 100% interest in six mining claims located near Dryden, Ontario. To
acquire the first 50% interest, the Company was required to:

- Make a cash payment of $50,000(paid);
- Make a cash payment of $25,000 on or prior to the December 18, 2009;
- Issue 100,000 common shares of the Company or make a cash payment of
  $50,000 on or prior to December 18, 2009; and
- Complete of a minimum of $100,000 in exploration expenditures on or prior
  to December 18, 2008 (completed), and $300,000 of exploration expenditures on
  or prior to December 18, 2010.

Continued...

F-10

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | INTEREST IN MINERAL PROPERTIES AND DEFERRED EXPLORATION
      EXPENDITURES(Continued)
    To acquire the second 50% interest, the Company was required to:

- Make a cash payment of $50,000 on or prior to December 18, 2011;
- Issue 600,000 common shares of the Company or make a cash payment of
  $400,000 on or prior to December 18, 2011; and
- Complete a minimum of $500,000 in exploration expenditures on or prior to
  December 18, 2012.

Subsequent to year-end, as a result of
poor exploration results, the Company entered into a termination agreement
regarding this property and is no longer engaged in additional exploration
operations on this property.

|4. | CAPITAL STOCK AND OPTIONS
|-- | -------------------------
|   |                          
|   | Authorized               
|   |                          
|   | Unlimited common shares  

| |                                                             |  |           |  |  |         |  
| | ----------------------------------------------------------- |  | --------- |  |  | ------- | -
| | Issued                                                      |  | Shares    |  |  | Amount  |  
| |                                                             |  | #         |  |  | $       |  
| | Shares issued on incorporation (i)                          |  | 500,000   |  |  | 100     |  
| | Issuance of
      shares pursuant to private placement (ii) |  | 7,395,000 |  |  | 443,700 |  
| | Flow-through share renunciation (iii)                       |  | -         |  |  | (69,600 | )
| | Share issue
      costs (iv)                                |  | -         |  |  | (7,100  | )
| |                                                             |  |           |  |  |         |  
| | Balance,
      April 30, 2008 and 2009                      |  | 7,895,000 |  |  | 367,100 |  

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | On May 10, 2007, the Company issued 500,000 common shares
      on incorporation for total proceeds of $100.                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)  | In December 2007, the Company issued 3,395,000 common
      shares and 4,000,000 flow-through common shares for total proceeds of
      $443,700.                                                                                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | During 2008, the Company renounced to its subscribers of
      4,000,000 flow-through common shares, issued in December 2007, Canadian
      exploration expenditures of $240,000. The net effect of the renunciation
      has resulted in the recognition in fiscal 2008 of the estimated tax
      benefits renounced by the Company to the investors in the flow-through
      common shares. As a result, a future income tax liability of $69,600 and a
      corresponding reduction in shareholders equity was recorded in the
      accounts.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | Share issue costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                            |   |        |  
| | -------------------------- | - | ------ | -
| | Private placement expenses | $ | 10,000 |  
| | Future income tax asset    |   | (2,900 | )
| |                            |   |        |  
| |                            | $ | 7,100  |  

Stock Options

The Company has a stock option plan for
the purchase of common shares for its directors, officers, employees and other
service providers. The aggregate number of common shares reserved for issuance
under the plan will not exceed 10% of its issued and outstanding common shares.

Continued...

F-11

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |             
|-- | ------------
|5. | INCOME TAXES

| |    |                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Provision for Income Taxes                                                                                                                                     
| |    |                                                                                                                                                                
| |    | Major items causing the Companys income tax rate to differ from the
      Canadian statutory rate of approximately 33.3% (2008  35.2%) were as
      follows:

| |                                                           |  |          |   |  |         |  
| | --------------------------------------------------------- |  | -------- | - |  | ------- | -
| |                                                           |  | 2009     |   |  | 2008    |  
| |                                                           |  | $        |   |  | $       |  
| | (Loss) before income taxes                                |  | (172,452 | ) |  | (12,153 | )
| |                                                           |  |          |   |  |         |  
| | Expected income tax benefit based on
      statutory rate |  | (57,500  | ) |  | (4,300  | )
| | Change in expected future tax rate                        |  | 8,900    |   |  | 1,400   |  
| | Future income tax (recovery)                              |  | (48,600  | ) |  | (2,900  | )

| |    |                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Future Tax Balances                                                                                                                           
| |    |                                                                                                                                               
| |    | The tax effects of temporary differences that give rise to future
      income tax assets and liabilities in Canada approximate the following:

| |                                              |  |         |   |  |         |  
| | -------------------------------------------- |  | ------- | - |  | ------- | -
| |                                              |  | 2009    |   |  | 2008    |  
| |                                              |  | $       |   |  | $       |  
| | Future income tax assets
      (liabilities) |  |         |   |  |         |  
| | Resource properties                          |  | (18,100 | ) |  | (66,700 | )
| | Non-capital
      losses                     |  | 1,200   |   |  | 600     |  
| | Share issuance costs                         |  | 1,700   |   |  | 2,300   |  
| | Future income
      tax (liabilities)        |  | (15,200 | ) |  | (63,800 | )

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) | Tax Loss Carry-Forwards                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | As at April 30, 2009, the Company had approximately
      $55,000 and $55,500 of Canadian development and Canadian exploration
      expenditures respectively, which, under certain circumstances, may be
      utilized to reduce taxable income of future years. The Company has
      approximately $4,000 of non-capital losses in Canada, which can be used to
      reduce taxable income in future years and expire in the following years:

| |       |      
| | ----- | -----
| | Year  | $    
| | 2028  | 2,000
| | 2029  | 2,000
| | Total | 4,000

Continued...

F-12



---



|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                   
|   |                                                                                                                                                                                              
|   | The Company had the following related party transactions
      during the year ended April 30, 2009 and for the period from the date of
      incorporation (May 10, 2007) to April 30, 2008.

| |    |                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Included in professional fees was $4,461 (2008 - $4,946)
      that was paid to a law firm of which shareholders of the Company or their
      associates are partners. These shareholders subscribed for 700,000 common
      shares during the fiscal year ended April 30, 2008.
| |    |                                                                                                                                                                                                                                                                                   
| | b) | Included in share issue costs was $nil (2008 - $10,000)
      that was paid to the same law firm.                                                                                                                                                                                 

These transactions are in the normal
course of business and are measured at the exchange amount, which is the amount
of consideration established and agreed to by the related parties.

|7. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company considers its capital structure to consist of
      capital stock and accumulated deficit. The Company manages its capital
      structure and makes adjustments to it, based on the funds available to the
      Company, in order to support the acquisition, exploration and development
      of mineral properties. The Board of Directors does not establish
      quantitative return on capital criteria for management, but rather relies
      on the expertise of the Company's management to sustain future development
      of the business.                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The properties in which the Company currently has an
      interest are in the exploration and development stage; as such the Company
      is dependent on external financing to fund its activities. In order to
      carry out the planned exploration and development, and pay for
      administrative costs, the Company will spend its existing working capital
      and raise additional amounts as needed. The Company will continue to
      assess new properties and seek to acquire an interest in additional
      properties if it feels there is sufficient geologic or economic potential
      and if it has adequate financial resources to do so.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Management reviews its capital management approach on an
      ongoing basis and believes that this approach, given the relative size of
      the Company, is reasonable. There were no changes in the Company's
      approach to capital management during the year ended April 30, 2009.                                                                                                                                                                                                                                                                                                                                                                           

Continued...

F-13

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                       
|-- | ----------------------
|8. | FINANCIAL RISK FACTORS

The Company's risk exposures and the
impact on the Company's financial instruments are summarized below:

Credit Risk

The Company's credit risk is primarily
attributable to cash and cash equivalents and amounts receivables. The Company
has no significant concentration of credit risk arising from operations. Cash
equivalents consist of short-term deposits which have been invested with
reputable financial institutions, from which management believes the risk of
loss to be remote. Financial instruments included in amounts receivable consist
of goods and services tax due from the Federal Government of Canada. Management
believes that the credit risk concentration with respect to these financial
instruments included in cash and cash equivalents and amounts receivable is
remote.

Liquidity Risk

The Company's approach to managing
liquidity risk is to ensure that it will have sufficient liquidity to meet
liabilities when due. As at April 30, 2009, the Company had a cash balance of
$103,784 (2008 - $40,328) and cash equivalents of $nil (2008 - $250,000) to
settle current liabilities of $29,926 (2008 - $8,972).

Market Risk

(a) Interest Rate Risk

The Company has cash equivalent
balances subject to fluctuations in the prime rate. The Company's current policy
is to invest excess cash in investment-grade short-term deposit certificates
issued by its banking institutions. The Company periodically monitors the
investments it makes and is satisfied with the credit ratings of its banks.
Currently, the Company does not hedge against interest rate risk.

(b) Foreign Currency Risk

The Company's functional currency is
the Canadian dollar and major purchases are transacted in Canadian dollars.
Management believes the foreign exchange risk derived from currency conversions
is negligible and therefore does not hedge its foreign exchange risk. The
Company does not hold balances in foreign currencies to give rise to exposure to
foreign exchange risk.

(c) Price Risk

The Company is exposed to price risk
with respect to commodity prices. The Company closely monitors commodity prices
to determine the appropriate course of action to be taken by the Company. As the
Company's mineral properties are in the exploration stage and do not contain any
mineral resources or mineral reserves, the Company does not hedge against
commodity price risk.

Sensitivity Analysis

The Company has designated its cash and
cash equivalents as held-for-trading, measured at fair value. Financial
instruments included in amounts receivables are classified as receivables, which
are measured at amortized cost. Accounts payable and accrued liabilities are
classified as other financial liabilities, which are measured at amortized cost.

As at April 30, 2009, the carrying and
fair value amounts of the Company's financial instruments are approximately the
same.

Continued...

F-14

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|   |                  
|-- | -----------------
|9. | SUBSEQUENT EVENTS

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | McCart Township                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Subsequent to year-end, the Company obtained three
      additional mining claims located in the McCart Township subject to a 1%
      NSR (50% of which the Company has the right to purchase for $1,000,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Effective July 29, 2009, the Company issued an aggregate
      of 150,000 common shares valued at $30,000 in partial satisfaction of its
      obligations to acquire a 100% interest in the McCart Township Claims (note
      3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | b) | Financing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company proposes to complete an initial public
      offering pursuant to which it will qualify the distribution of a minimum
      of 4,000,000 units (Units) and a maximum of 6,000,000 Units, to be
      issued at a price of $0.20 per Unit (the Offering). Each Unit will
      consist of one common share of the Company (a Common Share) and one
      share purchase warrant of the Company (a Warrant). Each Warrant will
      entitle the holder thereof to acquire, subject to adjustment pursuant to
      the warrant indenture under which the Warrants will be issued, one
      additional Common Share (a Warrant Share) at a price of $.50 until 5:00
      p.m. (Toronto time) on the date that is five years following the closing
      date. The Units will not trade and will separate into Common Shares and
      Warrants immediately upon issuance.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Units are being sold by the Agent on a best efforts
      basis. The Agent will be paid a cash fee equal to 7% of the gross proceeds
      of the Offering ("Agent's Fee"). In addition, the Agent will also receive
      Compensation Warrants entitling the Agent to purchase such number of Units
      as is equal to 7% of the total number of Units sold pursuant to the
      Offering at the Offering Price per Unit for a period of 18 months from the
      date of issuance thereof.                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Additional costs of the Offering are estimated to be
      $125,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | c) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | On August 20, 2009 the Company granted 700,000 options to
      officers and directors of the Company exercisable for one common share
      each at a price of $0.35 per share for a five-year period. These options
      are set to vest immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Continued...

F-15

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|    |                                                                                     
|--- | ------------------------------------------------------------------------------------
|10. | Differences between Canadian and U.S. Generally Accepted Accounting
      Principles

(a) Recent United States GAAP pronouncements

(i) The Hierarchy of Generally Accepted Accounting
Principles

In June 2009, the Financial Accounting Standards Board (FASB)
issued new standards for The Hierarchy of Generally Accepted Accounting
Principles. These standards, ASC 105, culminated a multi-year project to replace
the previous GAAP hierarchy and established Accounting Standard Codification
(the Codification). The Codification is not expected to change US GAAP, but
combines all authoritative standards into a comprehensive, topically organized
online database. Following this guidance, the FASB will not issue new standards
in the form of Statements, FASB Staff Positions or Emerging Issues Task Force
Abstracts. Instead, it will issue Accounting Standards Updates (ASU) to update
the Codification. After the launch of the Codification on July 1, 2009, only one
level of authoritative US GAAP for non-governmental entities will exist, other
than guidance issued by the SEC. The adoption of this new standard only had the
effect of amending references to authoritative accounting guidance in the
Companys financial statements.

(ii) Business Combinations

In December 2007, the FASB revised its accounting standards for
Business Combinations. The standard, ASC 805, requires the acquiring entity to
recognize and measure in its financial statements all the assets acquired, the
liabilities assumed, any non-controlling interest in the acquired entity and the
goodwill acquired and establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed.
Furthermore, acquisition-related and other costs will now be expensed rather
than treated as cost components of the acquisition. ASC 805 also establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. The revision to this guidance applies
prospectively to business combinations for which the acquisition date occurs on
or after May 1, 2009.

(iii) Fair Value Measurement and Disclosures

In October 2008, FASB amended accounting standards for Fair
Value Measurements and Disclosures. The amended standard, ASC 820, clarifies the
application of fair value measurements in a market that is not active. The
amendment is intended to address the following application issues: (a) how the
reporting entitys own assumptions (that is, expected cash flows and
appropriately risk-adjusted discount rates) should be considered when measuring
fair value when relevant observable inputs do not exist; (b) how available
observable inputs in a market that is not active should be considered when
measuring fair value; and (c) how the use of market quotes (for example, broker
quotes or pricing services for the same or similar financial assets) should be
considered when assessing the relevance of observable and unobservable inputs
available to measure fair value. The changes were effective on issuance,
including prior periods. The adoption of this new standard did not have a
significant impact on the Companys financial statements.

Continued...

F-16

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|10. | Differences between Canadian and U.S. Generally Accepted Accounting
      Principles (continued)

(a) Recent United States GAAP pronouncements (continued)

(iv) Investments  Other

In January 2009, FASB amended accounting standards for
Investments  Other. The amended standard, ASC 325, addresses certain practices
or issues related to the recognition of interest income and impairment on
purchased beneficial interests and beneficial interests that continue to be held
by a transferor in securitized financial assets, by making its
other-than-temporary impairment (OTTI) assessment guidance consistent with the
accounting standards for Investments  Debt and Equity Securities. The amendment
removes the reference to the consideration of a market participants estimates
of cash flows and instead requires an assessment of whether it is probable,
based on current information and events, that the holder of the security will be
unable to collect all amounts due according to the contractual terms. If it is
probable that there has been an adverse change in estimated cash flows, an OTTI
is deemed to exist, and a corresponding loss shall be recognized in earnings
equal to the entire difference between the investments carrying value and its
fair value at the balance sheet date of the reporting period for which the
assessment is made. This amendment became effective for interim and annual
reporting periods ending after December 15, 2008, and is to be applied
prospectively. The adoption of this new standard had no impact on the Companys
financial statements.

(v) Fair Value Measurements and Disclosures

In April 2009, FASB amended accounting standards for Fair Value
Measurements and Disclosures. The amended standard, ASC 820, addresses issues
related to the determination of fair value when the volume and level of activity
for an asset or liability has significantly decreased, and identifying
transactions that are not orderly. The revisions affirm the objective that fair
value is the price that would be received to sell an asset in an orderly
transaction (that is not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions, even if
the market is inactive. The amendment provides additional guidance for
estimating fair value when the volume and level of activity for the asset or
liability have decreased significantly. It also provides guidance on identifying
circumstances that indicate a transaction is not orderly. If determined that a
quoted price is distressed (not orderly), and thereby not representative of fair
value, the entity may need to make adjustments to the quoted price or utilize an
alternative valuation technique (e.g., income approach or multiple valuation
techniques) to determine fair value. Additionally, an entity must incorporate
appropriate risk premium adjustments, reflective of an orderly transaction under
current market conditions, due to uncertainty in cash flows. The revised
guidance requires disclosures in interim and annual periods regarding the inputs
and valuation techniques used to measure fair value and a discussion of changes
in valuation techniques and related inputs, if any, during the period. The
changes are effective for interim and annual reporting periods ending after June
15, 2009, and are to be applied prospectively. The adoption of this new standard
is not expected to have an impact on the Companys financial statements.

(vi) Financial Instruments

In April 2009, FASB revised accounting standards for Financial
Instruments. The revised standard, ASC 825, requires fair value disclosures in
the notes of an entitys interim financial statements for all financial
instruments, whether or not recognized in the statement of financial position.
This revision became effective for the interim reporting period ending after
June 15, 2009. The adoption of this new standard is not expected to have an
impact on the Companys financial statements.

Continued...

F-17

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

10. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(a) Recent United States GAAP pronouncements (continued)

(vii) Subsequent
Events

In May 2009, FASB amended the accounting standard for
Subsequent Events. The updated standard, ASC 855, established general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
The revisions should not result in significant changes in the subsequent events
that an entity reports, either through recognition or disclosure in its
financial statements.

(viii) Variable Interest Entities

In June 2009, the ASC guidance for consolidation accounting was
updated to require an entity to perform a qualitative analysis to determine
whether the enterprises variable interest gives it a controlling financial
interest in a variable interest entity (VIE). This analysis identifies a
primary beneficiary of a VIE as the entity that has both of the following
characteristics: i) the power to direct the activities of a VIE that most
significantly impact the entitys economic performance and ii) the obligation to
absorb losses or receive benefits from the entity that could potentially be
significant to the VIE. The updated guidance also requires ongoing reassessments
of the primary beneficiary of a VIE. The provisions of the updated guidance are
effective for the Companys fiscal year beginning May 1, 2010. The Company does
not expect the adoption of this guidance to have an impact on the Companys
financial position, results of operations or cash flows.

(ix) Measuring Liabilities at Fair Value

In August 2009, FASB issued ASU No. 2009-05, Measuring
Liabilities at Fair Value. This update amends ASC 820, Fair Value Measurements
and Disclosure, in regards to the fair value measurement of liabilities. FASB
ASC 820 clarifies that in circumstances in which a quoted price for an identical
liability in an active market is not available, a reporting entity shall utilize
one or more of the following techniques: (i) the quoted price of the identical
liability when traded as an asset, (ii) the quoted price for a similar liability
or for a similar liability when traded as an asset, or (iii) another valuation
technique that is consistent with the principles of ASC 820. In all instances a
reporting entity shall utilize the approach that maximizes the use of relevant
observable inputs and minimizes the use of unobservable inputs. Also, when
measuring the fair value of a liability, a reporting entity shall not include a
separate input or adjustment to other inputs relating to the existence of a
restriction that prevents the transfer of the liability. The adoption of this
new standard is not expected to have an impact on the Companys financial
statements.

(b) The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

(i) Exploration expenditures

Under Canadian GAAP, acquisition costs of mineral interests and
exploration expenditures may be capitalized. Under US GAAP, exploration costs
are expensed as incurred. When proven and probable reserves are determined for a
property and a feasibility study is prepared, then subsequent development costs
of the property would be capitalized. Capitalized costs are then amortized on a
unit of production basis based on proven and probable reserves. The capitalized
costs of such properties are measured periodically for recoverability of
carrying values.

(ii) Development stage company

Pursuant to US GAAP, the Company would be subject to the
disclosure requirements applicable to a development stage enterprise as the
Company is devoting its efforts to establishing commercially viable mineral
properties.

Continued...

F-18

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

10. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(b) (continued)

(iii) Income taxes

Under Canadian GAAP, future tax assets and liabilities are
recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets
and liabilities are recorded at enacted rates. There were no significant
differences between enacted and substantively enacted rates for the periods
presented.

In July 2006, the ASC issued guidance for Accounting for
Uncertainty in Income Taxes. The guidance prescribes a comprehensive model for
how a company should recognize, measure, present, and disclose in its financial
statements, uncertain tax positions that the Company has taken or expects to
take on a tax return (including a decision whether to file or not file a return
in a particular jurisdiction). Under the guidance, the financial statements will
reflect expected future tax consequences of such positions presuming the taxing
authorities full knowledge of the position and all relevant facts, but without
considering time value. The guidance also revises disclosure requirements and
introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax
benefits. Management has evaluated the adoption of the guidance for purposes of
this reconciliation and has determined there is no impact.

(iv) Flow-through shares

Under Canadian income tax legislation, a company is permitted
to issue flow-through shares whereby the Company agrees to incur qualifying
expenditures and renounce the related income tax deductions to the investors.
The proceeds from issuance of these shares are allocated between the offering of
shares and the sale of tax benefits. The allocation is made based on the
difference between the quoted price of the existing shares and the amount the
investor pays for the shares. A liability is recognized for this difference. The
liability is reversed when tax benefits are renounced and a deferred tax
liability is recognized at that time. Income tax expense is the difference
between the amount of a deferred tax liability and the liability recognized on
issuance. The 4,000,000 flow-through shares issued in the December 2007 private
placement described in Note 4(iii) were issued at the same price as the
3,395,000 non-flow-through shares issued pursuant to the same private placement
and therefore proceeds of $Nil were allocated to the sale of tax benefits
relating to the flow-through shares.

Also, notwithstanding whether there is a specific requirement
to segregate the funds, the flow-through funds which are unexpended at the
balance sheet date are considered to be restricted and are not considered to be
cash or cash equivalents. As at April 30, 2009, the Company had a restricted
cash balance of $Nil (2008 - $155,000).

The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

|Balance Sheets                                    |   | April 30, |   |   | April 30, |  
|------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                  |   | 2009      |   |   | 2008      |  
|Assets                                            |   |           |   |   |           |  
|Canadian GAAP                                     | $ | 279,121   |   | $ | 430,619   |  
|Cumulative exploration adjustment (Note 10(b)(i)) |   | (160,932  | ) |   | (85,000   | )
|US GAAP                                           | $ | 118,189   |   | $ | 345,619   |  

Continued...

F-19

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|10. | Differences between Canadian and U.S. Generally Accepted Accounting
      Principles (continued)

(b) (continued)

|                                                        |   | April 30, |   |   | April 30, |  
|------------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                        |   | 2009      |   |   | 2008      |  
|Future income liabilities                               |   |           |   |   |           |  
|Canadian GAAP                                           | $ | 15,200    |   | $ | 63,800    |  
|Cumulative income tax adjustment                        |   | (15,200   | ) |   | (24,650   | )
|US GAAP                                                 | $ | -         |   | $ | 39,150    |  
|Capital Stock                                           |   |           |   |   |           |  
|Canadian GAAP                                           | $ | 367,100   |   | $ | 367,100   |  
|Flow-through share adjustment (Note 10(b)(iv))          |   | 69,600    |   |   | 69,600    |  
|US GAAP                                                 | $ | 436,700   |   | $ | 436,700   |  
|Deficit                                                 |   |           |   |   |           |  
|Canadian GAAP                                           | $ | (133,105  | ) | $ | (9,253    | )
|Cumulative exploration adjustment
      (Note 10(b)(i)) |   | (160,932  | ) |   | (85,000   | )
|Cumulative
      income tax adjustment                  |   | (54,400   | ) |   | (44,950   | )
|US GAAP                                                 | $ | (348,437  | ) | $ | (139,203  | )

The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

Statements of Operations and Comprehensive Loss

|                                                              |   |                |   |   | Period from the   |   |   | Cumulative        |  
|------------------------------------------------------------- | - | -------------- | - | - | ----------------- | - | - | ----------------- | -
|                                                              |   |                |   |   | date of           |   |   | from date of      |  
|                                                              |   |                |   |   | Incorporation     |   |   | inception         |  
|                                                              |   | Year ended     |   |   | (May 10, 2007) to |   |   | (May 10, 2007) to |  
|                                                              |   | April 30, 2009 |   |   | April 30, 2008    |   |   | April 30, 2009    |  
|                                                              |   |                |   |   |                   |   |   |                   |  
|Net (loss) and comprehensive (loss) under
      Canadian GAAP | $ | (123,852       | ) | $ | (9,253            | ) | $ | (133,105          | )
|Exploration adjustment (Note 10(b)(i))                        |   | (75,932        | ) |   | (85,000           | ) |   | (160,932          | )
|Future tax provision                                          |   | (9,450         | ) |   | (44,950           | ) |   | (54,400           | )
|                                                              |   |                |   |   |                   |   |   |                   |  
|Net loss and comprehensive loss under US GAAP                 | $ | (209,234       | ) | $ | (139,203          | ) | $ | (348,437          | )
|                                                              |   |                |   |   |                   |   |   |                   |  
|Basic and diluted loss per share - US GAAP                    | $ | (0.03          | ) | $ | (0.04             | ) |   |                   |  

Continued...

F-20

---

|BRIDGEPORT VENTURES INC.          | 
|--------------------------------- | 
|(AN EXPLORATION STAGE ENTERPRISE) | 
|NOTES TO THE FINANCIAL STATEMENTS | 
|(Expressed in Canadian Dollars)   | 
|APRIL 30,
      2009 AND 2008     | 

10. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(b) (continued)

Statements of Cash Flows

|                                                               |   |                |   |   | Period from the   |   |   | Cumulative        |  
|-------------------------------------------------------------- | - | -------------- | - | - | ----------------- | - | - | ----------------- | -
|                                                               |   |                |   |   | date of           |   |   | from date of      |  
|                                                               |   |                |   |   | incorporation     |   |   | inception         |  
|                                                               |   | Year ended     |   |   | (May 10, 2007) to |   |   | (May 10, 2007) to |  
|                                                               |   | April 30, 2009 |   |   | April 30, 2008    |   |   | April 30, 2009    |  
|                                                               |   |                |   |   |                   |   |   |                   |  
|Cash flows from operating activities under
      Canadian GAAP | $ | 5,411          |   | $ | (8,472            | ) | $ | (3,061            | )
|Exploration
      expenditures (Note 10(b)(i))                 |   | (186,955       | ) |   | (85,000           | ) |   | (271,955          | )
|                                                               |   |                |   |   |                   |   |   |                   |  
|Cash flows
      from operating activities under US GAAP       | $ | (181,544       | ) | $ | (93,472           | ) | $ | (275,016          | )

The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

|                                                               |   |                |   |   | Period from the       |   |   | Cumulative            |  
|-------------------------------------------------------------- | - | -------------- | - | - | --------------------- | - | - | --------------------- | -
|                                                               |   |                |   |   | date of               |   |   | from date of          |  
|                                                               |   |                |   |   | incorporation         |   |   | inception             |  
|                                                               |   | Year ended     |   |   | **(May 10, 2007) to** |   |   | **(May 10, 2007) to** |  
|                                                               |   | April 30, 2009 |   |   | April 30, 2008        |   |   | April 30, 2009        |  
|                                                               |   |                |   |   |                       |   |   |                       |  
|Cash flows from investing activities under
      Canadian GAAP | $ | (191,955       | ) | $ | (135,000              | ) | $ | (326,955              | )
|Exploration
      expenditures (Note 10(b)(i))                 |   | 186,955        |   |   | 85,000                |   |   | 271,955               |  
|                                                               |   |                |   |   |                       |   |   |                       |  
|Cash flows
      from investing activities under US GAAP       | $ | (5,000         | ) | $ | (50,000               | ) | $ | (55,000               | )

F-21

---

Bridgeport Ventures Inc.(An Exploration Stage
Enterprise)Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

Three and Nine Months Ended January 31, 2010

(Unaudited)

F-22

---

|BRIDGEPORT VENTURES INC.                    
|--------------------------------------------
|(AN EXPLORATION STAGE ENTERPRISE)           
|Interim Consolidated Financial Statements   
|(Expressed in Canadian Dollars)             
|Three and Nine Months Ended January 31, 2010
|(Unaudited)                                 
|                                            

|INDEX                                                                             |        
|--------------------------------------------------------------------------------- | -------
|Management's Responsibility for Financial Reporting                               | F-24   
|Interim Consolidated Balance Sheet                                                | F-25   
|Interim Consolidated Statements of Operations and
    Comprehensive (Loss) Income | F-26   
|Interim Consolidated Statements of Shareholders Equity                            | F-27   
|Interim Consolidated Statements of Cash Flows                                     | F-28   
|Notes to Interim Financial Statements                                             | F29-F54

F-23

---

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited interim consolidated financial
statements of Bridgeport Ventures Inc. (An Exploration Stage Enterprise) were
prepared by management in accordance with Canadian generally accepted accounting
principles. The most significant of these accounting principles have been set
out in the April 30, 2009 audited financial statements. Only changes in
accounting policies have been disclosed in these unaudited interim consolidated
financial statements. Management acknowledges responsibility for the preparation
and presentation of the unaudited interim consolidated financial statements,
including responsibility for significant accounting judgments and estimates and
the choice of accounting principles and methods that are appropriate to the
Companys circumstances.

Management has established processes, which are in place to
provide them sufficient knowledge to support management representations that
they have exercised reasonable diligence that (i) the unaudited interim
consolidated financial statements do not contain any untrue statement of
material fact or omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the circumstances under
which it is made, as of the date of and for the periods presented by the
unaudited interim consolidated financial statements and (ii) the unaudited
interim consolidated financial statements fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company, as of the date of and for the periods presented by the unaudited
interim consolidated financial statements.

The Board of Directors is responsible for reviewing and
approving the unaudited interim consolidated financial statements together with
other financial information of the Company and for ensuring that management
fulfills its financial reporting responsibilities. An Audit Committee assists
the Board of Directors in fulfilling this responsibility. The Audit Committee
meets with management to review the financial reporting process and the
unaudited interim consolidated financial statements together with other
financial information of the Company. The Audit Committee reports its findings
to the Board of Directors for its consideration in approving the unaudited
interim consolidated financial statements together with other financial
information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the
Companys affairs in compliance with established financial standards, and
applicable laws and regulations, and for maintaining proper standards of conduct
for its activities.

|/s/ Hugh Snyder                      | /s/ Carmelo Marrelli   
|------------------------------------ | -----------------------
|Chairman and Chief Executive Officer | Chief Financial Officer
|                                     |                        
|Toronto, Canada                      |                        
|March 26, 2010                       |                        

F-24

---

Bridgeport Ventures Inc.(An Exploration Stage
Enterprise)Interim Consolidated Balance Sheets(Expressed
in Canadian Dollars)(Unaudited)

|                                                                                         |   | January 31, |   |   | April 30, |  
|---------------------------------------------------------------------------------------- | - | ----------- | - | - | --------- | -
|                                                                                         |   | 2010        |   |   | 2009      |  
|                                                                                         |   |             |   |   |           |  
|Assets                                                                                   |   |             |   |   |           |  
|                                                                                         |   |             |   |   |           |  
|Current assets                                                                           |   |             |   |   |           |  
|Cash and cash
      equivalents                                                          | $ | 12,022,669  |   | $ | 103,784   |  
|Amounts receivable and prepaids                                                          |   | 201,321     |   |   | 9,405     |  
|                                                                                         |   | 12,223,990  |   |   | 113,189   |  
|                                                                                         |   |             |   |   |           |  
|Interest in mineral properties and deferred
      exploration expenditures (Note 6)      |   | 3,411,706   |   |   | 165,932   |  
|Computer equipment (Note 7)                                                              |   | 4,645       |   |   | -         |  
|                                                                                         | $ | 15,640,341  |   | $ | 279,121   |  
|                                                                                         |   |             |   |   |           |  
|Liabilities                                                                              |   |             |   |   |           |  
|                                                                                         |   |             |   |   |           |  
|Current liabilities                                                                      |   |             |   |   |           |  
|Accounts payable
      and accrued liabilities (Note 11)                                 | $ | 192,824     |   | $ | 29,926    |  
|Future income tax liability                                                              |   | 439,389     |   |   | 15,200    |  
|                                                                                         |   | 632,213     |   |   | 45,126    |  
|                                                                                         |   |             |   |   |           |  
|Shareholders' Equity                                                                     |   |             |   |   |           |  
|Capital stock
      (Note 8)                                                             |   | 11,798,289  |   |   | 367,100   |  
|Warrants (Note 10)                                                                       |   | 3,684,678   |   |   | -         |  
|Stock options
      (Note 9)                                                             |   | 753,346     |   |   | -         |  
|Deficit                                                                                  |   | (1,228,185  | ) |   | (133,105  | )
|                                                                                         |   | 15,008,128  |   |   | 233,995   |  
|                                                                                         | $ | 15,640,341  |   | $ | 279,121   |  
|Nature of operations and
      going concern (Note 1)                                    |   |             |   |   |           |  
|Contingencies (Note 14)                                                                  |   |             |   |   |           |  
|Subsequent events (Note 15)                                                              |   |             |   |   |           |  
|See accompanying notes to the
      unaudited interim consolidated financial statements.

F-25

---

Bridgeport Ventures Inc.(An Exploration Stage
Enterprise)Interim Consolidated Statements of Operations and
Comprehensive (Loss) Income(Expressed in Canadian
Dollars)(Unaudited)

|                                                    |   | Three
      Months Ended |   |   | Nine
      Months Ended |  
|--------------------------------------------------- | - | ------------------------ | - | - | ----------------------- | -
|                                                    |   | January 31,              |   |   | January 31,             |  
|                                                    |   | 2010                     |   |   | 2009                    |  
|Expenses                                            |   |                          |   |   |                         |  
|Stock-based
      compensation (Note 9)             | $ | 697,346                  |   | $ | -                       |  
|Professional fees                                   |   | 126,653                  |   |   | 4,313                   |  
|Reporting issuer
      costs                        |   | 42,494                   |   |   |                         |  
|Management fees                                     |   | 35,750                   |   |   | -                       |  
|Business
      development                          |   | 41,701                   |   |   | -                       |  
|General and administrative                          |   | 26,491                   |   |   | -                       |  
|Foreign exchange
      loss                         |   | 18,590                   |   |   | -                       |  
|Amortization                                        |   | 181                      |   |   | -                       |  
|Loss before the under-noted                         |   | 989,206                  |   |   | 4,313                   |  
|Interest income                                     |   | (5,059                   | ) |   | (488                    | )
|Net (loss) income and comprehensive (loss) income   | $ | (984,147                 | ) | $ | (3,825                  | )
|Net (loss)
      income per share                   |   |                          |   |   |                         |  
|- basic and diluted                                 | $ | (0.04                    | ) | $ | (0.00                   | )
|Weighted
      average number of shares outstanding |   |                          |   |   |                         |  
|- basic and diluted                                 |   | 23,315,466               |   |   | 7,895,000               |  
|                                                    |   |                          |   |   |                         |  
|                                                    |   |                          |   |   |                         |  
|Interim Consolidated Statements of Deficit          |   |                          |   |   |                         |  
|(Expressed in
      Canadian Dollars)               |   |                          |   |   |                         |  
|(Unaudited)                                         |   |                          |   |   |                         |  
|                                                    |   | Three Months Ended       |   |   | Nine Months Ended       |  
|                                                    |   | January 31,              |   |   | January 31,             |  
|                                                    |   | 2010                     |   |   | 2009                    |  
|Deficit,
      beginning of period                  | $ | (244,038                 | ) | $ | (3,346                  | )
|Net (loss) income                                   |   | (984,147                 | ) |   | (3,825                  | )
|Deficit, end of period                              | $ | (1,228,185               | ) | $ | (7,171                  | )

See accompanying notes to the unaudited interim consolidated
financial statements.

F-26

---

BridgeportVenturesInc.(An Exploration Stage Enterprise)Interim Consolidated Statements of Shareholders' Equity(Expressed in Canadian Dollars)(Unaudited)

|                                                                     |   | Capital    |   |   |           |   |   | Stock   |  |   |            |   |   |            |  
|-------------------------------------------------------------------- | - | ---------- | - | - | --------- | - | - | ------- |  | - | ---------- | - | - | ---------- | -
|                                                                     |   | Stock      |   |   | Warrants  |   |   | Options |  |   | Deficit    |   |   | Total      |  
|                                                                     |   |            |   |   |           |   |   |         |  |   |            |   |   |            |  
|Shares issued on
      incorporation (May 10, 2007)                  | $ | 100        |   | $ | -         |   | $ | -       |  | $ | -          |   | $ | 100        |  
|Issuance of shares pursuant to
      private placement, net of costs |   | 436,600    |   |   | -         |   |   | -       |  |   | -          |   |   | 436,600    |  
|Flow-through
      share renunciation                                |   | (69,600    | ) |   | -         |   |   | -       |  |   | -          |   |   | (69,600    | )
|Net loss for the year                                                |   | -          |   |   | -         |   |   | -       |  |   | (9,253     | ) |   | (9,253     | )
|Balance,
      April 30, 2008                                        |   | 367,100    |   |   | -         |   |   | -       |  |   | (9,253     | ) |   | 357,847    |  
|Net loss for the year                                                |   | -          |   |   | -         |   |   | -       |  |   | (123,852   | ) |   | (123,852   | )
|Balance,
      April 30, 2009                                        |   | 367,100    |   |   | -         |   |   | -       |  |   | (133,105   | ) |   | 233,995    |  
|Issued for mineral property
      interest (Note 6(a))               |   | 30,000     |   |   | -         |   |   | -       |  |   | -          |   |   | 30,000     |  
|Initial public
      offering, net of costs (Note 8(i))              |   | 654,129    |   |   | 390,024   |   |   | -       |  |   | -          |   |   | 1,044,153  |  
|Private placement, net of costs
      (Note 8(ii))                   |   | 8,698,705  |   |   | 3,295,509 |   |   | -       |  |   | -          |   |   | 11,994,214 |  
|Acquisition of
      Rio Condor Resources S.A. (Note 5)              |   | 2,040,000  |   |   | -         |   |   | -       |  |   | -          |   |   | 2,040,000  |  
|Exercise of warrants                                                 |   | 7,500      |   |   | -         |   |   | -       |  |   | -          |   |   | 7,500      |  
|Value of
      exercise of warrants                                  |   | 855        |   |   | (855      | ) |   | -       |  |   | -          |   |   | -          |  
|Stock options granted (Note 9)                                       |   | -          |   |   | -         |   |   | 753,346 |  |   | -          |   |   | 753,346    |  
|Net loss for the period                                              |   | -          |   |   | -         |   |   | -       |  |   | (1,095,080 | ) |   | (1,095,080 | )
|Balance, January 31, 2010                                            | $ | 11,798,289 |   | $ | 3,684,678 |   | $ | 753,346 |  | $ | (1,228,185 | ) | $ | 15,008,128 |  

See accompanying notes to the unaudited interim consolidated financial
statements.







F-27

---

Bridgeport Ventures Inc.(An Exploration Stage
Enterprise)Interim Consolidated Statements of Cash Flows(Expressed in Canadian Dollars)(Unaudited)

|                                                                 |   | Three Months Ended |   |   | Nine Months Ended |  
|---------------------------------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                                                 |   | January 31,        |   |   | January 31,       |  
|                                                                 |   | 2010               |   |   | 2009              |  
|                                                                 |   |                    |   |   |                   |  
|(Used in)
      provided by:                                     |   |                    |   |   |                   |  
|                                                                 |   |                    |   |   |                   |  
|Operations
      activities                                      |   |                    |   |   |                   |  
|Net (loss) income                                                | $ | (984,147           | ) | $ | (3,825            | )
|Items not
      affecting cash:                                  |   |                    |   |   |                   |  
|Stock-based compensation (Note 9)                                |   | 697,346            |   |   | -                 |  
|Amortization                                                     |   | 181                |   |   | -                 |  
|Changes in non-cash working
      capital:                       |   |                    |   |   |                   |  
|Amounts receivable and prepaids                                  |   | (59,147            | ) |   | (1,329            | )
|Accounts
      payable and accrued liabilities                   |   | (28,650            | ) |   | -                 |  
|                                                                 |   | (374,417           | ) |   | (5,154            | )
|Financing activities                                             |   |                    |   |   |                   |  
|Issue of securities                                              |   | 12,597,500         |   |   | -                 |  
|Share issue costs                                                |   | (669,640           | ) |   | -                 |  
|                                                                 |   | 11,927,860         |   |   | -                 |  
|Investing activities                                             |   |                    |   |   |                   |  
|Cash acquired upon acquisition
      of Rio Condor S.A. (Note 5) |   | 7,207              |   |   | -                 |  
|Costs of acquisition of Rio Condor S.A. (Note 5)                 |   | (32,632            | ) |   | -                 |  
|Expenditures on mineral properties                               |   | (657,093           | ) |   | (167,280          | )
|Additions to computer
      equipment                            |   | (4,826             | ) |   | -                 |  
|                                                                 |   | (687,344           | ) |   | (167,280          | )
|Net change in cash and cash equivalents                          |   | 10,866,099         |   |   | (172,434          | )
|Cash and cash equivalents, beginning of period                   |   | 1,156,570          |   |   | 282,163           |  
|Cash and cash equivalents, end of period                         |   | 12,022,669         |   |   | 109,729           |  
|Cash and cash
      equivalents consist of:                      |   |                    |   |   |                   |  
|Cash                                                             |   | 1,883,680          |   |   | 109,729           |  
|Cash equivalents                                                 |   | 10,138,989         |   |   | -                 |  
|                                                                 |   | 12,022,669         |   |   | 109,729           |  

Supplemental disclosure of cash flow information (Note 12)

See accompanying notes to the unaudited interim consolidated
financial statements.

F-28

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                         
|-- | ----------------------------------------
|1. | Nature of operations and going
  concern

Bridgeport Ventures Inc. (the Company or "Bridgeport") was
incorporated under the laws of the Province of Ontario, Canada by Articles of
Incorporation dated May 10, 2007. The Company, which is in the development stage
as defined by CICA Handbook Accounting Guideline 11, is engaged in the
acquisition, exploration and development of properties for the mining of
precious and base metals. Bridgeport has operations in Latin America and Canada.
The Company is in the process of exploring its exploration properties for
mineral resources and has not determined whether the properties contain
economically recoverable reserves. The recovery of the amounts shown for the
mineral properties and the related deferred expenditures is dependent upon the
existence of economically recoverable reserves, confirmation of the Company's
interest in the underlying mineral claims, the ability of the Company to obtain
necessary financing to complete the exploration, and upon future profitable
production.

The business of mining and exploring for minerals involves a
high degree of risk and there can be no assurance that current exploration
programs will result in profitable mining operations. Some of the Company's
mineral property interests are located outside of Canada and are subject to the
risk of foreign investment, including increases in taxes and royalties,
renegotiation of contracts, currency exchange fluctuations and political
uncertainty. The recoverability of the carrying value of exploration properties
and the Companys continued existence is dependent upon the preservation of its
interest in the underlying properties, the discovery of economically recoverable
reserves, the achievement of profitable operations, or the ability of the
Company to raise alternative financing, if necessary, or alternatively upon the
Companys ability to dispose of its interests on an advantageous basis. Changes
in future conditions could require material write-downs of the carrying values.

Although the Company has taken steps to verify title to the
properties on which it is conducting exploration and in which it has an
interest, in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the Companys
title. Property title may be subject to unregistered prior agreements and
non-compliance with regulatory requirements.

As at January 31, 2010, the Company had cash and cash
equivalents of $12,022,669 and working capital of $12,031,166. Management of the
Company believes that it has sufficient funds to pay its ongoing administrative
expenses and to meet its liabilities for the ensuing twelve months as they fall
due. However, the Company's ability to continue operations and fund its
exploration property expenditures is dependent on management's ability to secure
additional financing. Management is actively pursuing additional sources of
financing, and while it has been successful in doing so in the past, there can
be no assurance it will be able to do so in the future. Because of this
uncertainty there is some doubt about the ability of the Company to continue as
a going concern. These unaudited interim consolidated financial statements do
not include the adjustments that would be necessary should the Company be unable
to continue as a going concern. Such adjustments could be material.

F-29

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                                  
|-- | -------------------------------------------------
|2. | Basis of presentation and accounting
    policies

These unaudited interim consolidated financial statements have
been prepared by the Company in accordance with Canadian generally accepted
accounting principles (Canadian GAAP). The preparation of the unaudited
interim financial statements is based on accounting policies and practices
consistent with those used in the preparation of the audited annual financial
statements except as noted below. The accompanying unaudited interim
consolidated financial statements should be read in conjunction with the notes
to the Companys audited financial statements for the year ended April 30, 2009,
since they do not contain all disclosures required by Canadian GAAP for annual
financial statements. These unaudited interim consolidated financial statements
reflect all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of the respective interim periods
presented.

Effective May 1, 2009, the Company adopted the following new
accounting standards issued by the Canadian Institute of Chartered Accountants
(CICA):

Goodwill and Intangible Assets

Effective May 1, 2009, the Company adopted CICA Section 3064
Goodwill and Intangible Assets, which replaced CICA Handbook sections 3062,
Goodwill and Other Intangible Assets and 3450, Research and Development
Costs, as well as EIC-27, Revenues and Expenditures During the Pre-operating
Period, and part of Accounting Guideline 11, Enterprises in the development
stage. Under previous Canadian standards, a greater number of items were
recognized as assets than are recognized under International Financial Reporting
Standards (IFRS). The provisions relating to the definition and initial
recognition of intangible assets reduce the differences with IFRS in the
accounting for intangible assets. The objectives of CICA 3064 are: 1) to
reinforce the principle-based approach to the recognition of assets; 2) to
establish the criteria for asset recognition and; 3) to clarify the application
of the concept of matching revenues and expenses such that the current practice
of recognizing asset items that do not meet the recognition criteria is
eliminated. The new standard also provides guidance for the recognition of
internally developed intangible assets (including research and development
activities), ensuring consistent treatment of all intangible assets. The
portions in the new standard relating to goodwill remain unchanged.

The adoption of this standard had no impact on the Companys
presentation of its financial position or results of operations for the period
ended January 31, 2010.

Foreign exchange

The functional currency of the Company is the Canadian dollar.
The Company's foreign operations are classified as integrated for foreign
currency translation purposes. Monetary assets and liabilities denominated in
foreign currencies are translated at the exchange rates in effect at the balance
sheet date. Non-monetary items are translated at historical rates. Revenues and
expenses are translated at the average exchange rate which is similar to the
rate incurred during the period. Exchange gains and losses arising on the
translation of monetary assets and liabilities are included in the determination
of income for the current period.

Basis of consolidation

The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary Rio Condor S.A. All significant
intercompany balances and transactions have been eliminated on consolidation.
(Note 5)

F-30

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                                                
|-- | ---------------------------------------------------------------
|2. | Basis of presentation and accounting policies
      (continued)

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances
with selected financial institutions, including high interest savings accounts
and certificates of deposit with maturity dates of 3 months or less or which are
cashable without penalty.

Computer equipment

Computer equipment is recorded at cost less accumulated
amortization. Amortization is recorded on the declining balance basis at 30% per
annum based on the estimated useful life of the computer equipment. Half the
rate is used in the year of acquisition.

Future accounting changes

IFRS

In January 2006, the CICAs Accounting Standards Board ("AcSB")
formally adopted the strategy of replacing Canadian GAAP with IFRS for Canadian
enterprises with public accountability. On February 13, 2008 the AcSB confirmed
that the use of IFRS will be required in 2011 for publicly accountable profit
oriented enterprises. For these entities, IFRS will be required for interim and
annual financial statements relating to fiscal years beginning on or after
January 1, 2011. The Company will be required to have prepared, in time for its
first quarter fiscal 2012 filing, comparative financial statements in accordance
with IFRS for the three months ended July 31, 2010. While the Company has begun
assessing the impact of the adoption of IFRS on its financial statements, the
financial reporting impact of the transition to IFRS cannot be reasonably
estimated at this time.

Financial Instruments

During 2009, CICA Handbook Section 3862, Financial Instruments
- Disclosures ("Section 3862") was amended to require disclosure about the
inputs to fair value measurements, including their classification within a
hierarchy that prioritizes the inputs to fair value measurement. The three
levels of the fair value hierarchy are:

- Level 1 - Unadjusted quoted prices in active markets for identical assets
  or liabilities;
- Level 2 - Inputs other than quoted prices that are observable for the
  asset or liability either directly or indirectly, and;
- Level 3 - Inputs that are not based on observable market data.

This amended standard applies to annual financial statements
with fiscal years ending after September 30, 2009. The Company will include
these disclosures in its annual financial statements for the year ending April
30, 2010.

F-31

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                                                
|-- | ---------------------------------------------------------------
|2. | Basis of presentation and accounting policies
      (continued)

Business Combinations, Consolidated Financial Statements and
Non-Controlling Interests

The CICA issued three new accounting standards in January 2009:
Section 1582, Business Combinations, Section 1601, Consolidated Financial
Statements and Section 1602, Non-Controlling Interests. These new standards will
be effective for fiscal years beginning on or after January 1, 2011. The Company
is in the process of evaluating the requirements of the new standards.

Section 1582 replaces section 1581 and establishes standards
for the accounting for a business combination. The section applies prospectively
to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after January 1,
2011. Sections 1601 and 1602 together replace section 1600, Consolidated
Financial Statements. Section 1601, establishes standards for the preparation of
consolidated financial statements. Section 1601 applies to interim and annual
consolidated financial statements relating to fiscal years beginning on or after
January 1, 2011. Section 1602 establishes standards for accounting for a
non-controlling interest in a subsidiary in consolidated financial statements
subsequent to a business combination. The new standards apply to interim and
annual consolidated financial statements relating to fiscal years beginning on
or after January 1, 2011.

|3. | Capital management
|-- | ------------------

The Company defines capital that it manages as its
shareholders' equity. When managing capital, the Companys objective is to
ensure the entity continues as a going concern as well as to achieve optimal
returns to shareholders and benefits for other stakeholders. Management adjusts
the capital structure as necessary in order to support the acquisition,
exploration and development of mineral properties. The Board of Directors does
not establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Company's management team to sustain the future
development of the business. As at January 31, 2010, total shareholders' equity
(managed capital) was $15,008,128 (April 30, 2009 - $233,995).

The properties in which the Company currently has an interest
are in the exploration stage. As such, the Company is dependent on external
financing to fund its activities. In order to carry out the planned exploration
and pay for administrative costs, the Company will spend its existing working
capital and endeavour to raise additional amounts as needed.

Management has chosen to mitigate the risk and uncertainty
associated with raising additional capital in current economic conditions by:

(i) maintaining a liquidity cushion in order to address any
potential disruptions or industry downturns; (ii) minimizing discretionary
disbursements; and (iii) reducing or eliminating exploration expenditures that
are of limited strategic value.

In light of the above, the Company will continue to assess new
properties and seek to acquire an interest in additional properties if it
believes there is sufficient potential and if it has adequate financial
resources to do so.

F-32

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                               
|-- | ------------------------------
|3. | Capital management
(continued)

Management reviews its capital management approach on an
ongoing basis and believes that this approach, given the relative size of the
Company, is appropriate. There were no changes in the Company's approach to
capital management during the three and nine months ended January 31, 2010.

The Company is not subject to any capital requirements imposed
by a regulator or lending institution. The Company expects that its current
capital resources will be sufficient to discharge its liabilities as at January
31, 2010.

|4. | Financial risk factors
|-- | ----------------------

The Company's risk exposures and the impact on the Company's
financial instruments are summarized below:

Credit Risk

The Company's credit risk is primarily attributable to cash and
cash equivalents and amounts receivable. Cash and cash equivalents consist of
cash, high interest savings accounts and certificates of deposit at select
Canadian financial institutions, from which management believes the risk of loss
to be remote. Financial instruments included in amounts receivable consist of
goods and services tax due from the Government of Canada, deposits with service
providers, amounts owing from the Chilean government and amounts owing from
various landowners in Chile. Amounts receivable are in good standing as of
January 31, 2010. Management believes that the credit risk concentration with
respect to the financial instruments included in cash and cash equivalents and
amounts receivable is remote.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure
that it will have sufficient liquidity to meet liabilities when due. As at
January 31, 2010, the Company had a cash and cash equivalents balance of
$12,022,669 (April 30, 2009 - $103,784) to settle current liabilities of
$192,824 (April 30, 2009 - $29,926). All of the Company's financial liabilities
have contractual maturities of less than 30 days and are subject to normal trade
terms. The Company regularly evaluates its cash position to ensure maintenance
of liquidity.

F-33

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                     
|-- | ------------------------------------
|4. | Financial risk factors
  (continued)

Market Risk

(a) Interest Rate Risk

The Company has cash and cash
equivalents and no interest-bearing debt. The Company's current policy is to
invest excess cash in high interest savings accounts and investment-grade
certificates of deposit issued by its Canadian financial institutions. The
Company periodically monitors the investments it makes and is satisfied with the
credit ratings of its Canadian financial institutions. Currently, the Company
does not hedge against interest rate risk.

(b) Foreign Currency Risk

The Company's functional and reporting
currency is the Canadian dollar and major purchases are transacted in Canadian
dollars. The Company funds certain operations, exploration and administrative
expenses in Chile on a cash call basis using US dollar currency converted from
select bank accounts held in Canada. The Company maintains US dollar bank
accounts in Canada and Chile, and Chilean peso bank accounts in Chile. The
Company is subject to gains and losses from fluctuations in the US dollar and
Chilean peso against the Canadian dollar.

(c) Price Risk

The Company is exposed to price risk
with respect to commodity prices. The Company closely monitors commodity prices
to determine the appropriate course of action to be taken by the Company. As the
Company's mineral properties are in the exploration stage and do not contain any
mineral resources or mineral reserves, the Company does not hedge against
commodity price risk.

Sensitivity analysis

The Company has designated its cash and cash equivalents as
held-for-trading, measured at fair value. Financial instruments included in
amounts receivable are classified as receivables, which are measured at
amortized cost. Accounts payable and accrued liabilities are classified as other
financial liabilities, which are measured at amortized cost.

F-34

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                     
|-- | ------------------------------------
|4. | Financial risk factors
  (continued)

Sensitivity Analysis (continued)

Based on management's knowledge and experience of the financial
markets, the Company believes the following movements are "reasonably possible"
over a nine month period:

(i) Cash equivalents are subject to floating interest rates. As
at January 31, 2010, if interest rates had decreased/increased by 1% from the
date of purchase with all other variables held constant, the loss for the nine
months ended January 31, 2010 would have been approximately $17,000
higher/lower, as a result of lower/higher interest income from cash equivalents.

(ii) The Company is exposed to foreign currency risk on
fluctuations of financial instruments that are denominated in US dollars and the
Chilean peso related to cash balances, amounts receivable and accounts payable
and accrued liabilities. Sensitivity to a plus or minus 10% change in the
foreign exchange rate would affect the reported net loss by approximately
$12,000.

|5. | Acquisition of Rio Condor
S.A.
|-- | ------------------------------

On December 11, 2009, Bridgeport acquired all of the issued and
outstanding shares (the "Shares") of Rio Condor S.A. (Rio Condor) other than
one common share of Rio Condor that is held by a local individual, as required
under Chilean law, pursuant to a share purchase agreement dated November 10,
2009. Rio Condor and Bridgeport were arm's length parties at the time of the
acquisition. As consideration for the Shares, Bridgeport paid $2,100 (US$2,000)
cash and issued 1,200,000 common shares (valued at $2,040,000) to the former
shareholders of Rio Condor. Bridgeport also paid legal fees of $30,532 in
connection with the acquisition. The Bridgeport shares were valued at $1.70 per
share, which is the fair market value of the Bridgeport shares, on the date the
transaction closed (December 11, 2009).

Rio Condor is a Chilean private company which owns an option to
purchase an undivided interest in the Rosario-Tamara properties.

The allocation of the purchase of Rio Condors assets and
liabilities is as follows:

|Assets acquired                          |   |           |  
|---------------------------------------- | - | --------- | -
|Cash and cash equivalents                | $ | 7,207     |  
|Amounts receivable                       |   | 127,144   |  
|Mineral property interest (Note 6)       |   | 2,495,231 |  
|Accounts payable and accrued liabilities |   | (132,761  | )
|Future income tax liability              |   | (424,189  | )
|                                         | $ | 2,072,632 |  
|Consideration paid                       |   |           |  
|Bridgeport common shares                 | $ | 2,040,000 |  
|Cash                                     |   | 2,100     |  
|Acquisition costs (legal costs)          |   | 30,532    |  
|                                         | $ | 2,072,632 |  

F-35

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                             
|-- | --------------------------------------------
|5. | Acquisition of Rio Condor S.A.
  (continued)

This acquisition has been accounted for as an acquisition of
net assets, rather than a business combination, as the net assets acquired did
not represent a separate business operation. The excess of the purchase price
over the net book value of the net assets acquired has been allocated to the
interest in mineral property and includes the effect of recording a future
income tax liability on the temporary differences arising on the transaction.

|6. | Interest in mineral properties and deferred
      exploration expenditures
|-- | --------------------------------------------------------------------------

|                          |   |         |  |   |             |  |   |             |  |   |           |   |   |           | 
|------------------------- | - | ------- |  | - | ----------- |  | - | ----------- |  | - | --------- | - | - | --------- | 
|                          |   | Opening |  |   |             |  |   |             |  |   |           |   |   | Ending    | 
|January 31, 2010          |   | Balance |  |   | Acquisition |  |   | Exploration |  |   | Write-off |   |   | Balance   | 
|McCart Township
      (a) | $ | 165,932 |  | $ | 30,000      |  | $ | 78,428      |  | $ | -         |   | $ | 274,360   | 
|Rosario Properties (b)    |   | -       |  |   | 2,898,225   |  |   | 239,121     |  |   | -         |   |   | 3,137,346 | 
|                          | $ | 165,932 |  | $ | 2,928,225   |  | $ | 317,549     |  | $ | -         |   | $ | 3,411,706 | 
|                          |   |         |  |   |             |  |   |             |  |   |           |   |   |           | 
|                          |   | Opening |  |   |             |  |   |             |  |   |           |   |   | Ending    | 
|April 30, 2009            |   | Balance |  |   | Acquisition |  |   | Exploration |  |   | Write-off |   |   | Balance   | 
|McCart Township
      (a) | $ | -       |  | $ | 5,000       |  | $ | 160,932     |  | $ | -         |   | $ | 165,932   | 
|Gold Rock Property        |   | 135,000 |  |   | -           |  |   | 26,023      |  |   | (161,023  | ) |   | -         | 
|                          | $ | 135,000 |  | $ | 5,000       |  | $ | 186,955     |  | $ | (161,023  | ) | $ | 165,932   | 

(a) McCart Township Project

On November 11, 2008, the Company entered into an agreement to
acquire a 100% interest in two mining claims (the Claims) located near McCart
Township, Ontario. The Claims are subject to a 2% net smelter royalty (NSR).
To acquire this interest, the Company is required to:

- Make a cash payment of $5,000 (paid);
- Issue 150,000 common shares of the Company (issued and valued at $30,000).

Effective July 29, 2009, the Company issued an aggregate of
150,000 common shares in partial satisfaction of its obligations to acquire 100%
interest in the McCart Township Claims. The value of the 150,000 common shares
was calculated by applying the unit price of $0.20 pursuant to the initial
public offering as disclosed in Note 8(i).

At anytime after the commencement of commercial production, the
Company has the right to purchase 1% of the 2% NSR for $1,000,000.

During the period ended January 31, 2010, the Company acquired
three additional mining claims located in the same Township subject to a 1% NSR
(50% of which the Company has the right to purchase for $1,000,000).

F-36

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                                                                                       
|-- | --------------------------------------------------------------------------------------
|6. | Interest in mineral properties and deferred
      exploration expenditures (continued)

(b) Rosario Properties

Rosario-Tamara, Chile

Bridgeport has an option to pay US$10.4 million over four years
to acquire a 100% interest in the Rosario and Tamara properties. The Rosario
property is subject to a 2% net smelter royalty which may be purchased for US$2
million. Bridgeport will also pay a total commission or management fee of US
$500,000 over the same four-year period. Cash payments in the aggregate of US$10.4 million are
due as follows:

|                                    |   | US$        |  |  |                      | 
|----------------------------------- | - | ---------- |  |  | -------------------- | 
|Date of signing
      the agreement | $ | 265,000    |  |  | ($282,365 Cdn)(paid) | 
|November 5, 2010                    |   | 784,999    |  |  |                      | 
|November 5, 2011                    |   | 1,350,001  |  |  |                      | 
|November 5, 2012                    |   | 1,770,000  |  |  |                      | 
|November 5, 2013                    |   | 6,230,000  |  |  |                      | 
|                                    | $ | 10,400,000 |  |  |                      | 

Soesmi, Chile

Bridgeport has an option to pay US$1 million over three years to
acquire a 100% interest in the Soesmi property. The Soesmi property is subject
to a 2% net smelter royalty fee. The royalty may be purchased for US$1 million.
US$75,000 ($79,020 Cdn) was paid on closing. Cash payments in the aggregate of
US$1 million are due as follows:

|                                    |   | US$       |  |  |        | 
|----------------------------------- | - | --------- |  |  | ------ | 
|Date of signing
      the agreement | $ | 75,000    |  |  | (paid) | 
|June 3, 2010                        |   | 50,000    |  |  |        | 
|December 3, 2010                    |   | 50,000    |  |  |        | 
|June 3, 2011                        |   | 100,000   |  |  |        | 
|December 3, 2011                    |   | 150,000   |  |  |        | 
|December 3, 2012                    |   | 575,000   |  |  |        | 
|                                    | $ | 1,000,000 |  |  |        | 

Simonetta, Chile

Bridgeport has an option to pay US$1 million over four years to
acquire a 100% interest in the Simonetta property. This acquisition is royalty
free. US$30,000 ($30,782 Cdn) was paid on closing. Cash payments in the
aggregate of US$1 million are due as follows:

|                                    |   | US$       |  |  |        | 
|----------------------------------- | - | --------- |  |  | ------ | 
|Date of signing
      the agreement | $ | 30,000    |  |  | (paid) | 
|July 23, 2010                       |   | 10,000    |  |  |        | 
|January 23, 2011                    |   | 65,000    |  |  |        | 
|January 23, 2012                    |   | 150,000   |  |  |        | 
|January 23, 2013                    |   | 245,000   |  |  |        | 
|January 23, 2014                    |   | 500,000   |  |  |        | 
|                                    | $ | 1,000,000 |  |  |        | 

F-37

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                   
|-- | ------------------
|7. | Computer equipment

|                   |   |       |  |   |              |  |   |              | 
|------------------ | - | ----- |  | - | ------------ |  | - | ------------ | 
|                   |   |       |  |   |              |  |   | Net Carrying | 
|                   |   |       |  |   |              |  |   | Amount       | 
|                   |   |       |  |   | Accumulated  |  |   | January 31,  | 
|                   |   | Cost  |  |   | Amortization |  |   | 2010         | 
|                   |   |       |  |   |              |  |   |              | 
|Computer equipment | $ | 4,826 |  | $ | 181          |  | $ | 4,645        | 

|   |                         
|-- | ------------------------
|8. | Share capital
Authorized



Unlimited common shares

Issued

|                                                 |  | Number of  |  |   |            | 
|------------------------------------------------ |  | ---------- |  | - | ---------- | 
|                                                 |  | Common     |  |   |            | 
|                                                 |  | Shares     |  |   | Amount     | 
|Balance, April 30, 2008 and 2009                 |  | 7,895,000  |  | $ | 367,100    | 
|Issued for mineral property interest (Note 6(a)) |  | 150,000    |  |   | 30,000     | 
|Initial public offering, net of costs (i)        |  | 6,180,000  |  |   | 654,129    | 
|Private placement, net of costs (ii)             |  | 12,590,000 |  |   | 8,698,705  | 
|Acquisition of Rio Condor S.A. (Note 5)          |  | 1,200,000  |  |   | 2,040,000  | 
|Exercise of warrants                             |  | 15,000     |  |   | 7,500      | 
|Fair value of exercise of warrants               |  | -          |  |   | 855        | 
|                                                 |  |            |  |   |            | 
|Balance, January 31, 2010                        |  | 28,030,000 |  | $ | 11,798,289 | 

(i) The Company completed its initial public offering on
October 7, 2009 pursuant to which it issued an aggregate of 6,000,000 units at a
price of $0.20 per unit to raise aggregate gross proceeds of $1,200,000 as per
the final prospectus dated September 25, 2009. Each unit consists of one common
share of Bridgeport and one warrant. Each warrant entitles the holder thereof to
acquire one additional common share of Bridgeport at an exercise price of $0.50
until October 7, 2014. The agent in the offering received an aggregate of
420,000 compensation warrants, each such compensation warrant entitling the
agent to acquire one unit with the same terms as those issued in the initial
public offering at an exercise price of $0.20 per unit until April 7, 2011. The
agent elected to receive an aggregate of 180,000 units in satisfaction of
$36,000 of commission to which it was entitled in connection with the offering,
with the balance of the commission in the amount of $48,000 paid in cash. The
aggregate proceeds raised of $1,236,000 were offset by the Black-Scholes value
of the warrants issued of $432,600 and share issuance costs of $149,271.

F-38

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                          
|-- | -------------------------
|8. | Share capital (continued)

(i) (continued) 500,000 shares were escrowed at closing of the
initial public offering. The shares are held by REI Capital Canada Ltd., a
company wholly-owned by the spouse of Steven Mintz, the former Chief Executive
Officer of the Company. 50,000 shares have been released from escrow. The
remaining securities shall be released from escrow as follows: one-sixth of the
remaining securities will be released on the date which is six months following
the Listing Date; one-fifth of the remaining securities will be released on the
date which is twelve months following the Listing Date; one-fourth of the
remaining securities will be released on the date which is 18 months following
the Listing Date; one-third of the remaining securities will be released on the
date which is 24 months following the Listing Date; one-half of the remaining
securities will be released on the date which is 30 months following the Listing
Date; and the remaining securities will be released on the date which is 36
months following the Listing Date. The Listing Date is October 9, 2009.

(ii) On December 1, 2009, Bridgeport completed its non-brokered
private placement financing, pursuant to which it issued an aggregate of
12,590,000 units at a price of $1.00 per unit to raise aggregate gross proceeds
of $12,590,000. Each unit consists of one common share of Bridgeport and one
warrant. Each warrant entitles the holder to acquire one additional common share
of Bridgeport until December 1, 2012 at an exercise price of $1.50 per share.
All securities issued in connection with the financing are subject to a
statutory hold period expiring on April 2, 2010. The aggregate proceeds raised
of $12,590,000 were offset by the Black-Scholes value of the warrants issued of
$3,399,300 and share issuance costs of $491,995.

In connection with the private placement, Bridgeport paid fees
in the aggregate amount of $503,400 to certain qualified registrants assisting
in the offering, and issued an aggregate of 521,200 compensation warrants to
such persons. Each compensation warrant entitles the holder to acquire one
common share of Bridgeport at an exercise price of $1.00 per share for a period
of one year from the date of issuance.

The Chairman and Chief Executive Officer of the Company
subscribed for 1 million units at a price of $1.00 per unit.

|9. | Stock Options
|-- | -------------

The shareholders of the Company approved the stock option plan
on December 18, 2007. Up to such number of common shares as is equal to 10% of
the aggregate number of common shares issued and outstanding from time to time
may be reserved for issue upon the exercise of options granted pursuant to the

stock option plan.

The purpose of the stock option plan is to attract, retain and
motivate directors, officers, employees and other service providers by providing
them with the opportunity, through share options, to acquire a proprietary
interest in the Company and benefit from its growth. The options are
non-assignable and may be granted for a term not exceeding five years.

F-39

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                          
|-- | -------------------------
|9. | Stock options (continued)

Stock options may be granted under the stock option plan only
to directors, officers, employees and other service providers subject to the
rules and regulations of applicable regulatory authorities and any Canadian
stock exchange upon which the common shares may be listed or may trade from time
to time. The total number of common shares which may be reserved for issuance to
any one individual under the stock option plan within any one year period shall
not exceed 5% of the outstanding issue. The maximum number of common shares
which may be reserved for issuance to insiders under the stock option plan, any
other employer stock option plans or options for services, shall be 10% of the
common shares issued and outstanding at the time of the grant (on a non-diluted
basis).

The maximum number of common shares which may be issued to
insiders under the stock option plan, together with any other previously
established or proposed share compensation arrangements, within any one year
period shall be 10% of the outstanding issue. The maximum number of common
shares which may be issued to any one insider and his or her associates under
the stock option plan, together with any other previously established or
proposed share compensation arrangements, within a one year period shall be 5%
of the common shares outstanding at the time of the grant (on a non-diluted
basis).

The maximum number of stock options which may be granted to any
one consultant under the stock option plan, any other employer stock options
plans or options for services, within any 12 month period, must not exceed 2% of
the common shares issued and outstanding at the time of the grant (on a
non-diluted basis). The maximum number of stock options which may be granted to
any persons performing investor relations services under the stock option plan,
any other employer stock options plans or options for services, within any 12
month period must not exceed, in the aggregate, 2% of the common shares issued
and outstanding at the time of the grant (on a non-diluted basis).

The exercise price of options issued may not be less than the
fair market value of the common shares at the time the option is granted, less
any allowable discounts.

The following table reflects the continuity of stock options
for the nine months ended January 31, 2010:

|                                       |  |               |  |  | Weighted Average | 
|-------------------------------------- |  | ------------- |  |  | ---------------- | 
|                                       |  | Number of     |  |  | Exercise Price   | 
|                                       |  | Stock Options |  |  | ($)              | 
|                                       |  |               |  |  |                  | 
|Balance, April 30, 2008 and 2009       |  | -             |  |  | -                | 
|Granted
      (1)(2)(3)(4)(5)(6)(7)(8) |  | 2,325,000     |  |  | 1.17             | 
|                                       |  |               |  |  |                  | 
|Balance, January 31, 2010              |  | 2,325,000     |  |  | 1.17             | 

(1) On August 20, 2009, the
Company granted 700,000 stock options to officers and directors of theCompany exercisable for one common share each at a price of $0.35 per
share for a five-year period. These stock options vested immediately. The grant
date fair value of $56,000 was assigned to the stock options as estimated by
using the Black-Scholes valuation model with the following assumptions: expected
dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6% and
an expected maturity of 5 years. For the three and nine months ended January 31,
2010, $nil and $56,000 was expensed to stock-based compensation.

F-40

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                          
|-- | -------------------------
|9. | Stock options (continued)

(2) On November 12, 2009, the Company granted
200,000 stock options to a director of the Company pursuant to the Company's
stock option plan, exercisable for one common share each at a price of $1.20 per
share for a five-year period expiring on November 12, 2014. The options vest
one-third on the date of grant and one-third each on the first and second
anniversaries of the date of grant. The grant date fair value of $172,000 was
assigned to the stock options as estimated by using the Black-Scholes valuation
model with the following assumptions: expected dividend yield 0%, expected
volatility 93%, risk-free rate of return 2.7% and an expected maturity of 5
years. For the three and nine months ended January 31, 2010, $72,967 was
expensed to stock-based compensation.

(3) On November 17, 2009, the Company granted
250,000 stock options to a consultant of the Company pursuant to the Company's
stock option plan, exercisable for one common share each at a price of $1.20 per
share for a period of five years expiring on November 17, 2014. The options vest
as to one-third on the date of grant and one-third on the first and second
anniversaries of the date of grant. The grant date fair value value of $205,000
was assigned to the stock options as estimated by using the Black-Scholes
valuation model with the following assumptions: expected dividend yield 0%,
expected volatility 93%, risk-free rate of return 2.6% and an expected maturity
of 5 years. For the three and nine months ended January 31, 2010, $75,259 was
expensed to stock-based compensation.

(4) On December 8, 2009, the
Company granted 300,000 options to a director of the Company pursuant to the
Company's stock option plan, exercisable for one common share each at a price of
$1.40 per share for a period of five years expiring on December 7, 2014. The
options vest as to one-third on the date of grant and one-third on the first and
second anniversaries of the date of grant. The grant date fair value of $300,000
was assigned to the stock options as estimated by using the Black-Scholes
valuation model with the following assumptions: expected dividend yield 0%,
expected volatility 92%, risk-free rate of return 2.5% and an expected maturity
of 5 years. For the three and nine months ended January 31, 2010, $125,000 was
expensed to stock-based compensation.

(5) On December 8, 2009, the Company granted 525,000
options to consultants of the Company pursuant to the Company's stock option
plan, exercisable for one common share each at a price of $1.40 per share for a
period of five years expiring on December 11, 2014. The options vest as to
one-third on the date of grant and one-third on the first and second
anniversaries of the date of grant. The grant date fair value of $525,000 was
assigned to the stock options as estimated by using the Black-Scholes valuation
model with the following assumptions: expected dividend yield 0%, expected
volatility 92%, risk-free rate of return 2.5% and an expected maturity of 5
years. For the three and nine months ended January 31, 2010, $218,750 was
expensed to stock-based compensation.

(6) On January 11, 2010, the Company granted 250,000
stock options to a director pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.15 per share for a period
of five years expiring on January 11, 2015. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $379,750 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield 0%, expected volatility 90%,
risk-free rate of return 2.7% and an expected maturity of 5 years. For the three
and nine months ended January 31, 2010, $142,406 was expensed to stock-based
compensation.

F-41

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|   |                          
|-- | -------------------------
|9. | Stock options (continued)

(7) On January 25, 2010, the Company granted 100,000
stock options to a consultant pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.40 per share for a period
of five years expiring on January 25, 2015. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $167,900 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield 0%, expected volatility 89%,
risk-free rate of return 2.5% and an expected maturity of 5 years. For the three
and nine months ended January 31, 2010, $62,964 was expensed to stock-based
compensation.

(8) The weighted average fair value of the total
options granted in fiscal 2010 on the grant date was $0.78.

As at January 31, 2010, the Company had the following stock
options outstanding and exercisable:

|Number of |  | Exercisable |  |  |           |  |  | Weighted average      |  |  |                         | 
|--------- |  | ----------- |  |  | --------- |  |  | --------------------- |  |  | ----------------------- | 
|stock     |  | stock       |  |  | Exercise  |  |  | remaining contractual |  |  | Expiry                  | 
|options   |  | options     |  |  | price ($) |  |  | life (years)          |  |  | date                    | 
|          |  |             |  |  |           |  |  |                       |  |  |                         | 
|700,000   |  | 700,000     |  |  | 0.35      |  |  | 4.55                  |  |  | August 20, 2014         | 
|200,000   |  | 66,667      |  |  | 1.20      |  |  | 4.78                  |  |  | November 12, 2014       | 
|250,000   |  | 83,333      |  |  | 1.20      |  |  | 4.80                  |  |  | November 17,
      2014 | 
|300,000   |  | 100,000     |  |  | 1.40      |  |  | 4.85                  |  |  | December 7, 2014        | 
|525,000   |  | 175,000     |  |  | 1.40      |  |  | 4.86                  |  |  | December 11,
      2014 | 
|250,000   |  | 83,333      |  |  | 2.15      |  |  | 4.95                  |  |  | January 11, 2015        | 
|100,000   |  | 33,333      |  |  | 2.40      |  |  | 4.99                  |  |  | January 25, 2015        | 
|          |  |             |  |  |           |  |  |                       |  |  |                         | 
|2,325,000 |  | 1,241,666   |  |  | 1.17      |  |  | 4.77                  |  |  |                         | 

The intrinsic value of stock options issued and outstanding and
exercisable at January 31, 2010 was $2,862,500 and $1,910,833, respectively
(comparable periods - $nil). Intrinsic value for stock options is calculated based
on the difference between the exercise prices of the underlying options and the
quoted price of the Companys common shares as of the reporting date. The
weighted average exercise price of exercisable stock options is $0.86.

10. Warrants

The following table reflects the outstanding warrants as at
January 31, 2010:

|                                 |  |            |   |  | Grant date |  
|-------------------------------- |  | ---------- | - |  | ---------- | -
|                                 |  | Number of  |   |  | fair value |  
|                                 |  | Warrants   |   |  | ($)        |  
|                                 |  |            |   |  |            |  
|Balance, April 30, 2008 and 2009 |  | -          |   |  | -          |  
|Granted (i)(ii)(iii)(iv)(v)      |  | 19,711,200 |   |  | 3,685,533  |  
|Exercised                        |  | (15,000    | ) |  | (855       | )
|                                 |  |            |   |  |            |  
|Balance, January 31, 2010        |  | 19,696,200 |   |  | 3,684,678  |  

F-42

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|    |                     
|--- | --------------------
|10. | Warrants (continued)

(i)The grant date fair value of $420,000 was
assigned to the 6,000,000 warrants issued as part of the initial public offering
unit described in Note 8(i) as estimated by using the Black-Scholes valuation
model with the following assumptions: expected dividend yield 0%, expected
volatility 100%, risk-free rate of return 2.6% and an expected maturity of 5
years. Issue costs associated with the warrant issue amounted to $78,035.

(ii) The grant date fair value of $12,600 was
assigned to the 180,000 warrants issued to the agent described in Note 8(i) as
estimated by using the Black-Scholes valuation model with the following
assumptions: expected dividend yield 0%, expected volatility 100%, risk-free
rate of return 2.6% and an expected maturity of 5 years. Issue costs associated
with the warrant issue amounted to $2,341.

(iii)The grant date fair value of $37,800 was
assigned to the 420,000 compensation warrants described in Note 8(i) as
estimated by using the Black-Scholes valuation model with the following
assumptions: expected dividend yield 0%, expected volatility 100%, risk-free
rate of return 2.6% and an expected maturity of 1.5 years.

(iv)The grant date fair value of $3,399,300 was
assigned to 12,590,000 warrants described in Note 8(ii) as estimated by using
the Black-Scholes valuation model with the following assumptions: expected
dividend yield 0%, expected volatility 83%, risk-free rate of return 2.17% and
an expected maturity of 3 years. Issue costs associated with the warrant issue
amounted to $181,971.

(v) The grant date fair value of $78,180 was
assigned to 521,200 warrants described in Note 8(ii) as estimated by using the
Black-Scholes valuation model with the following assumptions: expected dividend
yield 0%, expected volatility 77%, risk-free rate of return 1.58% and an
expected maturity of 1 year.

As at January 31, 2010, the Company had the following warrants
outstanding:

|           |     |  |           |  |  | Grant date  |  |  |                  | 
|---------- | --- |  | --------- |  |  | ----------- |  |  | ---------------- | 
|Number of  |     |  | Exercise  |  |  | fair        |  |  | Expiry           | 
|Warrants   |     |  | Price ($) |  |  | Value ($)   |  |  | Date             | 
|           |     |  |           |  |  |             |  |  |                  | 
|6,165,000  |     |  | 0.50      |  |  | $ 351,369   |  |  | October 7, 2014  | 
|420,000    | (1) |  | 0.20      |  |  | 37,800      |  |  | April 7, 2011    | 
|12,590,000 |     |  | 1.50      |  |  | 3,217,329   |  |  | December 1, 2012 | 
|521,200    |     |  | 1.00      |  |  | 78,180      |  |  | December 1, 2010 | 
|           |     |  |           |  |  |             |  |  |                  | 
|19,696,200 |     |  |           |  |  | $ 3,684,678 |  |  |                  | 

(1) Each exercisable to acquire one unit, each unit
consisting of one common share and one common share purchase warrant exercisable
to acquire one additional common share at an exercise price of $0.50 until
October 7, 2014.

The weighted average fair value of total warrants granted in
fiscal 2010 on the grant date was $0.19.

F-43

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|    |                           
|--- | --------------------------
|11. | Related party transactions

TheCompany had the following related party
transactions during the period ended January 31, 2010:

(a) During the three and nine months ended January 31, 2010,
the Company paid/accrued consulting fees of $9,000 and $21,000, respectively
(three and nine months ended January 31, 2009 - $nil) to a company that is
associated to the former Chief Executive Officer of Bridgeport. The former Chief
Executive Officer of Bridgeport is the president and director of the associated
company. These costs are reflected in management fees in the consolidated
statements of operations.

(b) For the three and nine months ended January 31, 2010, the
Company paid/accrued $8,000 and $16,000, respectively (three and nine months
ended January 31, 2009 - $nil) to Marrelli Support Services Inc. ("MSSI") for
the services of Carmelo Marrelli to act as Chief Financial Officer of the
Company. These costs are reflected in management fees in the consolidated
statements of operations. Carmelo Marrelli is the president of MSSI. As at
January 31, 2010, MSSI was owed $4,692 (April 30, 2009 - $nil) and this amount
was included in accounts payable and accrued liabilities.

(c) During the three and nine months ended January 31, 2010,
the Company paid/accrued management consulting fees of $18,750 (three and nine
months ended January 31, 2009 - $nil) to the Chairman and Chief Executive
Officer of the Company. These costs are reflected in management fees in the
consolidated statements of operations. As at January 31, 2010, the Chairman and
Chief Executive Officer was owed $6,066 (April 30, 2009 - $nil) and this amount
was included in accounts payable and accrued liabilities.

(d) During the three and nine months ended January 31, 2010,
the Company paid/accrued geological consulting fees of $3,333 (three and nine
months ended January 31, 2009 - $nil) to a director of the Company. This cost is
reflected in professional fees in the consolidated statements of operations. As
at January 31, 2010, the director was owed $3,333 (April 30, 2009 - $nil) and
this amount was included in accounts payable and accrued liabilities.

(e) During the three and nine months ended January 31, 2010,
the Company paid/accrued geological consulting fees of $1,890 (three and nine
months ended January 31, 2009 - $nil) to a company that is associated to a
director of Bridgeport. These costs are included in interests in mineral
properties and deferred exploration expenditures for the Rosario properties on
the balance sheet.

(f) During the three and nine months ended January 31, 2010,
officers and directors of the Company were reimbursed for out of pocket expenses
that occurred in the normal course of operations.

These transactions are in the normal course of business and
are measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties. The amounts due to related
parties as disclosed above are unsecured, non-interest bearing and due on
demand.

See also Note 8.

F-44

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|    |                         
|--- | ------------------------
|12. | Supplemental
information

|                                                                                          |  |                    |  |  |                   | 
|----------------------------------------------------------------------------------------- |  | ------------------ |  |  | ----------------- | 
|                                                                                          |  | Three Months Ended |  |  | Nine Months Ended | 
|                                                                                          |  | January 31,        |  |  | January 31,       | 
|                                                                                          |  | 2010               |  |  | 2009              | 
|                                                                                          |  |                    |  |  |                   | 
|Common shares issued pursuant to the McCart
      Township property agreement (Note 6(a)) |  | -                  |  |  | -                 | 
|Common shares issued pursuant to acquisition of Rio Condor
      S.A. (Note 5)            |  | 2,040,000          |  |  | -                 | 
|Units issued in exchange for commission
      (Note 8(i))                                 |  | -                  |  |  | -                 | 
|Warrants issued as share issuance costs (Notes 8(i) and
      (ii))                       |  | 78,180             |  |  | -                 | 
|Value of warrants exercised                                                               |  | 855                |  |  | -                 | 
|Change in accrued mineral property expenditures                                           |  | 46,257             |  |  | -                 | 

As at January 31, 2010, cash and cash equivalents consisted of
cash of $1,883,680 and cash equivalents of $10,138,989. Cash equivalents consist
of high interest savings accounts and certificates of deposit at select Canadian
financial institutions as at January 31, 2010. As of April 30, 2009, cash and
cash equivalents consisted entirely of cash.

|13. | Segmented information
|--- | ---------------------
|    |                      

|January 31,
      2010                                                   |   | Canada     |  |   | Chile     |  |   | Total      | 
|------------------------------------------------------------------------ | - | ---------- |  | - | --------- |  | - | ---------- | 
|Cash and cash equivalents                                                | $ | 11,902,551 |  | $ | 120,118   |  | $ | 12,022,669 | 
|Amounts receivable
      and prepaids                                    |   | 70,525     |  |   | 130,796   |  |   | 201,321    | 
|                                                                         |   | 11,973,076 |  |   | 250,914   |  |   | 12,223,990 | 
|Interest in mineral property and deferred exploration
      expenditures |   | 274,360    |  |   | 3,137,346 |  |   | 3,411,706  | 
|Computer equipment                                                       |   | 4,645      |  |   | -         |  |   | 4,645      | 
|                                                                         | $ | 12,252,081 |  | $ | 3,388,260 |  | $ | 15,640,341 | 
|                                                                         |   |            |  |   |           |  |   |            | 
|                                                                         |   |            |  |   |           |  |   |            | 
|April 30,
      2009                                                     |   | Canada     |  |   | Chile     |  |   | Total      | 
|Cash and cash equivalents                                                | $ | 103,784    |  | $ | -         |  | $ | 103,784    | 
|Amounts receivable
      and prepaids                                    |   | 9,405      |  |   | -         |  |   | 9,405      | 
|                                                                         |   | 113,189    |  |   | -         |  |   | 113,189    | 
|Interest in mineral property and deferred exploration
      expenditures |   | 165,932    |  |   | -         |  |   | 165,932    | 
|                                                                         | $ | 279,121    |  | $ | -         |  | $ | 279,121    | 

F-45

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|    |              
|--- | -------------
|14. | Contingencies

Environmental Contingencies

The Companys mining and exploration activities are subject to
various federal, provincial and international laws and regulations governing the
protection of the environment. These laws and regulations are continually
changing and generally becoming more restrictive. The Company conducts its
operations so as to protect public health and the environment and believes its
operations are materially in compliance with all applicable laws and
regulations. The Company has made, and expects to make in the future,
expenditures to comply with such laws and regulations.

|15. | Subsequent events
|--- | -----------------

On February 1, 2010, the Company granted 25,000 stock options
to a employee pursuant to the Company's stock option plan, exercisable for one
common share each at a price of $2.40 per share for a period of five years
expiring on February 1, 2015. The options vest as to one-third on the date of
grant and one-third on the first and second anniversaries of the date of grant.

On March 10, 2010, the Company granted 50,000 stock options to
a consultant pursuant to the Company's stock option plan, exercisable for one
common share each at a price of $2.45 per share for a period of five years
expiring on March 10, 2015. The options vest as to one-third on the date of
grant and one-third on the first and second anniversaries of the date of grant.

On May 25, 2010, the Company entered into a binding letter agreement with
China Opportunity Inc. ("China Opportunity"), which provides that the
Company and China Opportunity will enter into a definitive agreement whereby
China Opportunity will be granted an option to earn up to a 70% interest in the McCart Property (the "Option").

Under the terms of the letter agreement, China Opportunity may earn an
initial 50% interest in the McCart Property by:

(i) making an initial cash payment to the Company in the amount of
$20,000; 
(ii) issuing an aggregate of 1,050,000 common shares to the Company in
tranches over a three-year period; and 
(iii) incurring an aggregate of $400,000 in exploration expenditures on the
McCart Property in tranches over a three-year period.

The letter agreement provides that China Opportunity shall earn an additional
20% interest in the McCart Property (for a total 70% interest) in the event it
completes a bankable feasibility study within three years of earning its 50%
interest. The Company will be the operator of the project. In the event the
transaction contemplated in the letter agreement proceeds, the Company will
likely not spend any additional funds on the McCart Property until China
Opportunity either exercises or terminates the Option. There can be no assurance
that China Opportunity will satisfy all the conditions necessary to obtain the
70% interest in the McCart Property.

Subsequent to January 31, 2010, an earthquake took place in
Chile. The earthquake had no effect on the Company's exploration activities
there.

|16. | Differences between Canadian and U.S. Generally
      Accepted Accounting Principles
|--- | ------------------------------------------------------------------------------------

|                                                                   
|-------------------------------------------------------------------
|(a) Recent United States GAAP pronouncements                       
|                                                                   
|(i) The Hierarchy of Generally Accepted Accounting
      Principles

In June 2009, the Financial Accounting Standards Board (FASB)
issued new standards for The Hierarchy of Generally Accepted Accounting
Principles. These standards, ASC 105, culminated a multi-year project to replace
the previous GAAP hierarchy and established Accounting Standard Codification
(the Codification). The Codification is not expected to change US GAAP, but
combines all authoritative standards into a comprehensive, topically organized
online database. Following this guidance, the FASB will not issue new standards
in the form of Statements, FASB Staff Positions or Emerging Issues Task Force
Abstracts. Instead, it will issue Accounting Standards Updates (ASU) to update
the Codification. After the launch of the Codification on July 1, 2009, only one
level of authoritative US GAAP for non-governmental entities will exist, other
than guidance issued by the SEC. This statement is effective for interim and
annual reporting periods ending after September 15, 2009. The adoption of this
new standard only had the effect of amending references to authoritative
accounting guidance in the Companys unaudited interim consolidated financial
statements.

F-46

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|                                                             |                                                                                                           
|------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------
|**16.**                                                      | **Differences** between
      Canadian and U.S. Generally Accepted
      Accounting Principles (continued)
|                                                             |                                                                                                           
|(a) Recent United States GAAP pronouncements
    (continued)
|                                                             |                                                                                                           
|(ii) Business Combinations                                  

In December 2007, the FASB revised its accounting standards for
Business Combinations. The standard, ASC 805, requires the acquiring entity to
recognize and measure in its financial statements all the assets acquired, the
liabilities assumed, any non-controlling interest in the acquired entity and the
goodwill acquired and establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed.
Furthermore, acquisition-related and other costs will now be expensed rather
than treated as cost components of the acquisition. ASC 805 also establishes
disclosure requirements to enable the evaluation of the nature and financial
effects of the business combination. The revision to this guidance applies
prospectively to business combinations for which the acquisition date occurs on
or after January 1, 2009.

(iii) Fair Value Measurement and Disclosures

In October 2008, FASB amended accounting standards for Fair
Value Measurements and Disclosures. The amended standard, ASC 820, clarifies the
application of fair value measurements in a market that is not active. The
amendment is intended to address the following application issues: (a) how the
reporting entitys own assumptions (that is, expected cash flows and
appropriately risk-adjusted discount rates) should be considered when measuring
fair value when relevant observable inputs do not exist; (b) how available
observable inputs in a market that is not active should be considered when
measuring fair value; and (c) how the use of market quotes (for example, broker
quotes or pricing services for the same or similar financial assets) should be
considered when assessing the relevance of observable and unobservable inputs
available to measure fair value. The changes were effective on issuance,
including prior periods. The adoption of this new standard had no impact on the
Companys unaudited interim consolidated financial statements.

(iv) Investments - Other

In January 2009, FASB amended accounting standards for
Investments  Other. The amended standard, ASC 325, addresses certain practices
or issues related to the recognition of interest income and impairment on
purchased beneficial interests and beneficial interests that continue to be held
by a transferor in securitized financial assets, by making its
other-than-temporary impairment (OTTI) assessment guidance consistent with the
accounting standards for Investments  Debt and Equity Securities. The amendment
removes the reference to the consideration of a market participants estimates
of cash flows and instead requires an assessment of whether it is probable,
based on current information and events, that the holder of the security will be
unable to collect all amounts due according to the contractual terms. If it is
probable that there has been an adverse change in estimated cash flows, an OTTI
is deemed to exist, and a corresponding loss shall be recognized in earnings
equal to the entire difference between the investments carrying value and its
fair value at the balance sheet date of the reporting period for which the
assessment is made. This amendment became effective for interim and annual
reporting periods ending after December 15, 2008, and is to be applied
prospectively. The adoption of this new standard had no impact on the Companys
unaudited interim consolidated financial statements.

F-47

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|        |                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------
|**16.** | **Differences** between
      Canadian and U.S. Generally Accepted
      Accounting Principles (continued)

|                                                            
|------------------------------------------------------------
|(a) Recent United States GAAP pronouncements
    (continued)
|                                                            
|(v) Fair Value Measurements and
  Disclosures               

In April 2009, FASB amended accounting standards for Fair Value
Measurements and Disclosures. The amended standard, ASC 820, addresses issues
related to the determination of fair value when the volume and level of activity
for an asset or liability has significantly decreased, and identifying
transactions that are not orderly. The revisions affirm the objective that fair
value is the price that would be received to sell an asset in an orderly
transaction (that is not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions, even if
the market is inactive. The amendment provides additional guidance for
estimating fair value when the volume and level of activity for the asset or
liability have decreased significantly. It also provides guidance on identifying
circumstances that indicate a transaction is not orderly. If determined that a
quoted price is distressed (not orderly), and thereby not representative of fair
value, the entity may need to make adjustments to the quoted price or utilize an
alternative valuation technique (e.g., income approach or multiple valuation
techniques) to determine fair value. Additionally, an entity must incorporate
appropriate risk premium adjustments, reflective of an orderly transaction under
current market conditions, due to uncertainty in cash flows. The revised
guidance requires disclosures in interim and annual periods regarding the inputs
and valuation techniques used to measure fair value and a discussion of changes
in valuation techniques and related inputs, if any, during the period. The
changes are effective for interim and annual reporting periods ending after June
15, 2009, and are to be applied prospectively. The adoption of this new standard
had no impact on the Companys unaudited interim consolidated financial
statements.

(vi) Financial Instruments

In April 2009, FASB revised accounting standards for Financial
Instruments. The revised standard, ASC 825, requires fair value disclosures in
the notes of an entitys interim financial statements for all financial
instruments, whether or not recognized in the statement of financial position.
This revision became effective for the interim reporting period ending after
June 15, 2009. The adoption of this new standard had no impact on the Companys
unaudited interim consolidated financial statements.

(vii) Subsequent Events

In May 2009, FASB amended the accounting standard for
Subsequent Events. The updated standard, ASC 855, established general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
The revisions should not result in significant changes in the subsequent events
that an entity reports, either through recognition or disclosure in its
financial statements.

F-48

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|        |                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------
|**16.** | **Differences** between
      Canadian and U.S. Generally Accepted
      Accounting Principles (continued)

|                                                         |  |  | 
|-------------------------------------------------------- |  |  | 
|(a) Recent United States GAAP pronouncements (continued) |  |  | 

(viii) Variable Interest Entities

In June 2009, the ASC guidance for consolidation accounting was
updated to require an entity to perform a qualitative analysis to determine
whether the enterprises variable interest gives it a controlling financial
interest in a variable interest entity (VIE). This analysis identifies a
primary beneficiary of a VIE as the entity that has both of the following
characteristics: i) the power to direct the activities of a VIE that most
significantly impact the entitys economic performance and ii) the obligation to
absorb losses or receive benefits from the entity that could potentially be
significant to the VIE. The updated guidance also requires ongoing reassessments
of the primary beneficiary of a VIE. The provisions of the updated guidance are
effective for the Companys fiscal year beginning May 1, 2010. The Company does
not expect the adoption of this guidance to have an impact on the Companys
financial position, results of operations or cash flows.

(ix) Measuring Liabilities at Fair Value

In August 2009, FASB issued ASU No. 2009-05, Measuring
Liabilities at Fair Value. This update amends ASC 820, Fair Value Measurements
and Disclosure, in regards to the fair value measurement of liabilities. FASB
ASC 820 clarifies that in circumstances in which a quoted price for an identical
liability in an active market is not available, a reporting entity shall utilize
one or more of the following techniques: (i) the quoted price of the identical
liability when traded as an asset, (ii) the quoted price for a similar liability
or for a similar liability when traded as an asset, or (iii) another valuation
technique that is consistent with the principles of ASC 820. In all instances a
reporting entity shall utilize the approach that maximizes the use of relevant
observable inputs and minimizes the use of unobservable inputs. Also, when
measuring the fair value of a liability, a reporting entity shall not include a
separate input or adjustment to other inputs relating to the existence of a
restriction that prevents the transfer of the liability. The adoption of this
new standard had no impact on the Companys unaudited interim consolidated
financial statements.

(b) The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

(i) Exploration expenditures

Under Canadian GAAP, acquisition costs of mineral interests and
exploration expenditures may be capitalized. Under US GAAP, exploration costs
are expensed as incurred. When proven and probable reserves are determined for a
property and a feasibility study is prepared, then subsequent development costs
of the property would be capitalized. The capitalized costs of such properties
are measured periodically for recoverability of carrying values.

(ii) Development stage company

Pursuant to US GAAP, the Company would be subject to the
disclosure requirements applicable to a development stage enterprise as the
Company is devoting its efforts to establishing commercially viable mineral
properties.

F-49

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

|        |                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------
|**16.** | **Differences** between
      Canadian and U.S. Generally Accepted
      Accounting Principles (continued)

|                  
|------------------
|(b) (continued)   
|                  
|(iii) Income taxes

Under Canadian GAAP, future tax assets and liabilities are
recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets
and liabilities are recorded at enacted rates. There were no significant
differences between enacted and substantively enacted rates for the periods
presented.

In July 2006, the ASC issued guidance for Accounting for
Uncertainty in Income Taxes. The guidance prescribes a comprehensive model for
how a company should recognize, measure, present, and disclose in its financial
statements, uncertain tax positions that the Company has taken or expects to
take on a tax return (including a decision whether to file or not file a return
in a particular jurisdiction). Under the guidance, the financial statements will
reflect expected future tax consequences of such positions presuming the taxing
authorities full knowledge of the position and all relevant facts, but without
considering time value. The guidance also revises disclosure requirements and
introduces a prescriptive, annual, tabular roll-forward of the unrecognized tax
benefits. Management has evaluated the adoption of the guidance for purposes of
this reconciliation and has determined there is no impact.

(iv) Flow-through shares

Under Canadian income tax legislation, a company is permitted
to issue flow-through shares whereby the Company agrees to incur qualifying
expenditures and renounce the related income tax deductions to the investors.
The proceeds from issuance of these shares are allocated between the offering of
shares and the sale of tax benefits. The allocation is made based on the
difference between the quoted price of the existing shares and the amount the
investor pays for the shares. A liability is recognized for this difference. The
liability is reversed when tax benefits are renounced and a deferred tax
liability is recognized at that time. Income tax expense is the difference
between the amount of a deferred tax liability and the liability recognized on
issuance. The 4,000,000 flow-through shares issued in the December 2007 private
placement described in Note 4(iii) of the April 30, 2009 audited financial
statements were issued at the same price as the 3,395,000 non-flow-through
shares issued pursuant to the same private placement and therefore proceeds of
$nil were allocated to the sale of tax benefits relating to the flow-through
shares.

F-50

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

16. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

The Companys accounting principles generally accepted in
Canada differ from accounting principles generally accepted in the United States
as follows:

|Interim Consolidated Balance Sheets                     |   |             |   |   |           |  
|------------------------------------------------------- | - | ----------- | - | - | --------- | -
|                                                        |   | January 31, |   |   | April 30, |  
|                                                        |   | 2010        |   |   | 2009      |  
|                                                        |   |             |   |   |           |  
|Assets                                                  |   |             |   |   |           |  
|Canadian GAAP                                           | $ | 15,640,341  |   | $ | 279,121   |  
|Cumulative exploration adjustment (Note 16(b)(i))       |   | (478,481    | ) |   | (160,932  | )
|                                                        |   |             |   |   |           |  
|US
      GAAP                                           | $ | 15,161,860  |   | $ | 118,189   |  
|                                                        |   |             |   |   |           |  
|                                                        |   | January 31, |   |   | April 30, |  
|                                                        |   | 2010        |   |   | 2009      |  
|                                                        |   |             |   |   |           |  
|Future income liabilities                               |   |             |   |   |           |  
|Canadian GAAP                                           | $ | 439,389     |   | $ | 15,200    |  
|Cumulative income tax adjustment                        |   | (55,851     | ) |   | (15,200   | )
|                                                        |   |             |   |   |           |  
|US GAAP                                                 | $ | 383,538     |   | $ | -         |  
|                                                        |   |             |   |   |           |  
|Capital stock                                           |   |             |   |   |           |  
|Canadian GAAP                                           | $ | 11,798,289  |   | $ | 367,100   |  
|Flow-through share adjustment (Note
      16(b)(iv))    |   | 69,600      |   |   | 69,600    |  
|                                                        |   |             |   |   |           |  
|US GAAP                                                 | $ | 11,867,889  |   | $ | 436,700   |  
|                                                        |   |             |   |   |           |  
|Deficit                                                 |   |             |   |   |           |  
|Canadian GAAP                                           | $ | (1,228,185  | ) | $ | (133,105  | )
|Cumulative exploration
      adjustment (Note 16(b)(i)) |   | (478,481    | ) |   | (160,932  | )
|Cumulative income tax adjustment                        |   | (13,749     | ) |   | (54,400   | )
|                                                        |   |             |   |   |           |  
|US
      GAAP                                           | $ | (1,720,415  | ) | $ | (348,437  | )

F-51

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

16. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(b) (continued) The Companys accounting principles generally
accepted in Canada differ from accounting principles generally accepted in the
United States as follows:

|Interim Consolidated Statements of Operations
      and Comprehensive Loss  |  
|--------------------------------------------------------------------------- | -
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|Net (loss) income and comprehensive (loss)
      income under Canadian GAAP | $
|Exploration adjustment (Note 16(b)(i))                                      |  
|Future tax recovery (provision)                                             |  
|                                                                            |  
|Net loss and comprehensive loss under US
      GAAP                         | $
|                                                                            |  
|Basic and diluted loss per share - US GAAP                                  | $
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|                                                                            |  
|Net (loss) income and comprehensive (loss)
      income under Canadian GAAP | $
|Exploration adjustment (Note 16(b)(i))                                      |  
|Future tax provision                                                        |  
|                                                                            |  
|Net loss and comprehensive loss under US
      GAAP                         | $
|                                                                            |  
|Basic and diluted loss per share - US GAAP                                  | $

F-52

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

16. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(b) (continued) The Companys accounting principles generally
accepted in Canada differ from accounting principles generally accepted in the
United States as follows:

|Interim Consolidated Statements of Cash Flows                  |   |                   |   |   |           |   |   |                |  
|-------------------------------------------------------------- | - | ----------------- | - | - | --------- | - | - | -------------- | -
|                                                               |   |                   |   |   |           |   |   | Cumulative     |  
|                                                               |   |                   |   |   |           |   |   | from           |  
|                                                               |   | Nine months ended |   |   | date of   |  
|                                                               |   | January 31,       |   |   | inception |  
|                                                               |   | 2010              |   |   | 2009      |   |   | (May 10, 2007) |  
|                                                               |   |                   |   |   |           |   |   |                |  
|Cash flows from operating activities under
      Canadian GAAP | $ | (422,445          | ) | $ | (3,319    | ) | $ | (425,506       | )
|Exploration
      expenditures (Note 16(b)(i))                 |   | (271,292          | ) |   | (172,280  | ) |   | (543,247       | )
|                                                               |   |                   |   |   |           |   |   |                |  
|Cash flows from operating activities under US GAAP             | $ | (693,737          | ) | $ | (175,599  | ) | $ | (968,753       | )
|                                                               |   |                   |   |   |           |   |   |                |  
|                                                               |   |                   |   |   |           |   |   | Cumulative     |  
|                                                               |   |                   |   |   |           |   |   | from           |  
|                                                               |   | Nine months ended |   |   | date of   |  
|                                                               |   | January 31,       |   |   | inception |  
|                                                               |   | 2010              |   |   | 2009      |   |   | (May 10, 2007) |  
|                                                               |   |                   |   |   |           |   |   |                |  
|Cash flows from investing activities under Canadian GAAP       | $ | (704,537          | ) | $ | (177,280  | ) | $ | (1,031,492     | )
|Exploration expenditures (Note 16(b)(i))                       |   | 271,292           |   |   | 172,280   |   |   | 543,247        |  
|                                                               |   |                   |   |   |           |   |   |                |  
|Cash flows from investing activities under
      US GAAP       | $ | (433,245          | ) | $ | (5,000    | ) | $ | (488,245       | )

F-53

---

|                                                  
|--------------------------------------------------
|Bridgeport Ventures Inc.                          
|Notes to Interim Consolidated Financial Statements
|(An Exploration Stage Enterprise)                 
|Three and Nine Months Ended January 31, 2010      
|(Expressed in Canadian Dollars)                   
|(Unaudited)                                       

16. Differences between Canadian and U.S. Generally Accepted
Accounting Principles (continued)

(b) (continued) The Companys accounting principles generally
accepted in Canada differ from accounting principles generally accepted in the
United States as follows:

|Interim Consolidated Statements of Cash Flows                  |   |                    |   |   |          |  
|-------------------------------------------------------------- | - | ------------------ | - | - | -------- | -
|                                                               |   | Three months ended |  
|                                                               |   | January 31,        |  
|                                                               |   | 2010               |   |   | 2009     |  
|                                                               |   |                    |   |   |          |  
|Cash flows from operating activities under
      Canadian GAAP |   | (374,417           | ) |   | (5,154   | )
|Exploration
      expenditures (Note 16(b)(i))                 |   | (254,099           | ) |   | (162,280 | )
|                                                               |   |                    |   |   |          |  
|Cash flows from operating activities under US GAAP             |   | (628,516           | ) |   | (167,434 | )
|                                                               |   |                    |   |   |          |  
|                                                               |   | Three months ended |  
|                                                               |   | January 31,        |  
|                                                               |   | 2010               |   |   | 2009     |  
|                                                               |   |                    |   |   |          |  
|Cash flows from investing activities under Canadian GAAP       | $ | (687,344           | ) | $ | (167,280 | )
|Exploration expenditures (Note 16(b)(i))                       |   | 254,099            |   |   | 162,280  |  
|                                                               |   |                    |   |   |          |  
|Cash flows from investing activities under
      US GAAP       | $ | (433,245           | ) | $ | (5,000   | )

F-54

---

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

|1.1  | Articles of Incorporation
    (incorporated by reference to Exhibit 1.1 to the Corporations registration
    statement on Form 20-F filed with the Commission on April 26, 2010)                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|1.2  | Bylaws of
    the Corporation (incorporated by reference to Exhibit 1.2 to the
    Corporations registration statement on Form 20-F filed with the Commission
    on April 26, 2010)                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.1  | 2007 Stock Option Plan (incorporated
    by reference to Exhibit 4.1 to the Corporations registration statement on
    Form 20-F filed with the Commission on April 26, 2010)                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.2  | Agency
    Agreement dated September 25, 2009 between the Corporation and Toll Cross
    Securities Inc. (incorporated by reference to Exhibit 4.1 to the
    Corporations registration statement on Form 20-F filed with the Commission
    on April 26, 2010)                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.3  | Acquisition Agreement dated November
    11, 2008 between the Corporation and William Brereton in connection with the
    McCart Property (incorporated by reference to Exhibit 4.3 to the
    Corporations registration statement on Form 20-F filed with the Commission
    on April 26, 2010)                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.4  | Acquisition Agreement dated July 30, 2009 between the Corporation and
    William Brereton in connection with the McCart Property (incorporated by
    reference to Exhibit 4.4 to the Corporations registration statement on Form
    20-F filed with the Commission on April 26, 2010)                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.5  | Purchase Agreement dated November 10, 2009 among the Corporation, Francisco
    Schubert Seiffert and Rio Condor Resources S.A. in connection with the
    acquisition of Rio Condor Resources S.A. (incorporated by reference to
    Exhibit 4.5 to the Corporations registration statement on Form 20-F filed
    with the Commission on April 26, 2010)                          
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.6  | Acquisition Agreement
    dated January 23, 2010 among the Rio Condor Resources S.A., Mario Leoncio
    Contreras Villar and Asesorías e Inversiones Invermondo Limitada in
    connection with the Simonetta Property (incorporated by reference to Exhibit
    4.6 to the Corporations registration statement on Form 20-F filed with the
    Commission on April 26, 2010)       
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.7  | Acquisition Agreement dated December 3, 2009 between the Rio Condor
    Resources S.A. and Maria Teresa Ortiz Carrasco in connection with the SOESMI
    Property (incorporated by reference to Exhibit 4.7 to the Corporations
    registration statement on Form 20-F filed with the Commission on April 26,
    2010)                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.8  | Amended and Restated
    Warrant Indenture between the Corporation and Valiant Trust Company dated
    September 25, 2009 governing the terms of the share purchase warrants of the
    Corporation issued on October 7, 2009 (incorporated by reference to Exhibit
    4.8 to the Corporations registration statement on Form 20-F filed with the
    Commission on April 26, 2010)
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.9  | Warrant Indenture between the Corporation and Valiant Trust Company dated
    December 1, 2009 governing the terms of the share purchase warrants of the
    Corporation issued on December 1, 2009 (incorporated by reference to Exhibit
    4.9 to the Corporations registration statement on Form 20-F filed with the
    Commission on April 26, 2010)                          
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.10 | Letter of Intent 
    Option Agreement related to the Rosario I / 10 with its Demasias dated
    September 11, 2009                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|4.11 | Base
    Salaries of Chief Executive Officer and Chief Financial Officer                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|8.1  | List of Subsidiaries
    of the Corporation (incorporated by reference to Exhibit 8.1 to the
    Corporations registration statement on Form 20-F filed with the Commission
    on April 26, 2010)                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|15.1 | Consent of McGovern, Hurley, Cunningham, LLP                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|15.2 | Consent of Kevin
    Montgomery, M.Sc.(A), P. Geo.                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                      
|15.3 | Consent of Matthew Gray, Ph.D, C.P.G.                                                                                                                                                                                                                                                                                                                                                

95

---

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this registration statement on its behalf.

|                    | BRIDGEPORT VENTURES INC.       
|------------------- | -------------------------------
|                    | Registrant                     
|                    |                                
|Date: June 16, 2010 | /s/ Carmelo Marrelli___________
|                    | Carmelo Marrelli               
|                    | Chief Financial Officer        

---