---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F/AAmendment No. 1

(Mark One)

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

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended April 30, 2011

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 000-54149

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)

Carmelo Marrelli, phone (416) 848-0106, fax (416) 361-0923,
carm@marrellisupport.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:None

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

---

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

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.50,579,600

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

Yes ___   No X

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 X

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 X   No ___

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  | Other     X
|--------- | ---------------------------------- | -----------
|          | Standards as Issued by the         |            
|          | International Accounting Standards |            
|          | Board                              |            

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 17X   Item 18
___

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

Yes ___ No X

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EXPLANATORY NOTE

This Amendment No. 1 to Bridgeport
Ventures Inc.s (the Company) annual report on Form 20-F for the fiscal year
ended April 30, 2011, originally filed with the Securities and Exchange
Commission on July 25, 2011, is for the purpose of filing the certifications
required pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934, as amended, and 18 U.S.C. Section 1350. Such exhibits were
inadvertently omitted from the original filing.

This Amendment No. 1 has not been
updated except as required to reflect the omitted certifications and to file
updated consents of the Companys independent registered public accounting firm
and technical report author. This Amendment No. 1 does not purport to provide an
update or a discussion of any other developments at the Company subsequent to
the original filing. For an update of other subsequent events, refer to any
other filings the Company has made with the Securities and Exchange Commission
since July 25, 2011.

---

BRIDGEPORT VENTURES INC.FORM 20-F ANNUAL REPORTTABLE OF CONTENTS

|          |                                                                                    | **Page**
|--------- | ---------------------------------------------------------------------------------- | --------
|          |                                                                                    |         
|Part I    |                                                                                    | 9       
|          |                                                                                    |         
|Item 1.   | Identity of Directors, Senior
      Management and Advisers                        | 9       
|Item 2.   | Offer Statistics and Expected Timetable                                            | 9       
|Item 3.   | Key Information                                                                    | 9       
|Item 4.   | Information on the Company                                                         | 21      
|Item 4A.  | Unresolved Staff Comments                                                          | 108     
|Item 5.   | Operating and Financial Review and Prospects                                       | 108     
|Item 6.   | Directors, Senior Management
      and Employees                                   | 123     
|Item 7.   | Major Shareholders and Related Party
      Transactions                            | 134     
|Item 8.   | Financial Information                                                              | 136     
|Item 9.   | The Offer and Listing                                                              | 137     
|Item 10.  | Additional Information                                                             | 138     
|Item 11.  | Quantitative and Qualitative Disclosures About
      Market Risk                   | 148     
|Item 12.  | Description of Securities Other
      than Equity Securities                       | 148     
|          |                                                                                    |         
|Part II   |                                                                                    | 148     
|          |                                                                                    |         
|Item 13.  | Defaults, Dividend Arrearages
      and Delinquencies                              | 148     
|Item 14.  | Material Modifications to the Rights of
      Security Holders and Use of Proceeds | 149     
|Item 15.  | Controls and Procedures                                                            | 149     
|Item 16.  | [Reserved]                                                                         | 150     
|Item 16A. | Audit committee financial
      expert                                             | 150     
|Item 16B. | Code of Ethics                                                                     | 150     
|Item 16C. | Principal Accountant Fees and
      Services                                       | 150     
|Item 16D. | Exemptions from the Listing Standards for Audit
      Committees                   | 150     
|Item 16E. | Purchases of Equity Securities
      by the Issuer and Affiliated Purchasers       | 151     
|Item 16F. | Changes in Registrants Certifying Accountant                                      | 151     
|Item 16G. | Corporate Governance                                                               |         
|          |                                                                                    |         
|Part III  |                                                                                    | 151     
|          |                                                                                    |         
|Item 17.  | Financial Statements                                                               | 151     
|Item 18.  | Financial Statements                                                               | 151     
|Item 19.  | Exhibits                                                                           | 151     

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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.

GISmeans Geographical Information System.

gptmeans grams per ton.

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 two
mineral claims totaling 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.

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) to warrant 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.

4

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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.

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

NBMG means the Nevada Bureau of Mines and Geology.

Nevada Report means the technical report dated November
26, 2010 entitled Summary Report on the Nevada Gold Project Portfolio
Comprising the Blackrock, Argentite, Bellview and Horsethief Gold Projects,
Nevada, USA prepared by Matthew Gray, Ph.D., C.P.G. for the Corporation in
respect of the Nevada Portfolio properties (as hereinafter defined) in
compliance with NI 43-101.

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.

optmeans ounces per ton.

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.

RC means reverse circulation.

5

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

Rosario projectmeans the property comprised of 152
hectares known as the Rosario property located in Region III of Chile near the
mining centre of Copiapo, in which Rio Condor (as hereinafter defined) 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, Amended December 7, 2010, 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
or volcanic 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.

6

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NOTE TO U.S. READERS  DIFFERENCES REGARDING THE DEFINITIONS
OF RESOURCE ANDRESERVE 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.                                                     

7

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FORWARD-LOOKING STATEMENTS

This Annual Report 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 plan to target certain types of properties for acquisition and
exploration, including properties which are prospective for gold (Au) and
copper (Cu) resources; (ii) 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 Corporations goal of creating
shareholder value by concentrating on the acquisition and exploration of
properties that have the potential to contain economic Au or Cu deposits; (v)
the Corporations proposed exploration programs on the Nevada Portfolio
properties (as defined herein), including without limitation the completion of
planned work programs and the ability of the Corporation to complete such
planned work programs in accordance with proposed budgets; (vi) the
Corporations exploration options with respect to
the Tamara and Trillador Properties; (vii) the Corporations planned field
activities for the Nevada Portfolio and expectation that such activities will be
completed by August 31, 2011; (viii) the Corporations principal focus in fiscal
2012 of determining which of its current portfolio of properties will warrant
further invesment; (ix) the Corporations anticipation
that expenditures on the Nevada Portfolio will be $5 million; (x) the
Corporations budget for fiscal 2012; (xi) the Corporations expectation that it
has capital sufficient to funds its operations through April 30, 2012; (xii) the
Corporations intended use of cash for funding of its general and administrative
expenditures and funding its investment activities; (xiii) the Corporations
planned development of the mineral properties acquired from certain subsidiaries
of Fronteer Gold Inc., including Fronteer Development (USA) Inc. and Nevada
Eagle Resources LLC (collectively, Fronteer); and (xiv) the estimated costs of
exploring and developing, if warranted, the Nevada properties acquired from
Fronteer (the Acquired Nevada Properties) and the additional 207 claims
located in Nevada that the Corporation has staked (together with the Acquired
Nevada Properties, the Nevada Portfolio). The other factors that may cause
actual results to differ 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; risks related to the Corporations
ability to develop the mineral properties it recently acquired from Fronteer;
the risks associated with the Corporations reliance on a limited number of
properties; 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; risks related to potential undetected title defects;
uncertainties associated with changes in government policy and regulation; the
effectiveness of the Corporations management and its strategic relationships;
risks associat ed with the Corporations ability to attract and retain key
personnel and may have conflicts of interest;; 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; risks associated with investors ability to
enforce civil liabilities under U.S. securities laws outside the United States;
risks associated with the Corporations operations in Chile and the United
States; risks related to global climate change; 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; risks related to the
Corporations ability to raise the funds necessary to develop the Nevada
Portfolio; and other risks and uncertainties described under the heading Risk
Factors of this Annual Report.

8

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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      

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED
TIMETABLE

Not applicable.

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, 2011
      (in Cdn$) (Audited)
    As at April 30, 2010
      (in Cdn$) (Audited)
    As at April 30, 2009
      (in Cdn$) (Audited)
    As at April 30, 2008
      (in Cdn$) (Audited)Total Current Assets
    $23,479,531
    $11,267,724
    $113,189
    $295,619Interest in Mineral Property and Deferred Exploration
      Expenditures
    $7,659,047
    $3,840,460
    $165,932
    $135,000Total Current Liabilities
    $1,046,868
    $325,079
    $29,926
    $8,972Capital Stock
    $31,364,501
    $11,798,967
    $367,100
    $367,100Total Shareholders Equity, 50,579,600, 28,036,000,
      7,895,000 and 7,895,000 common shares outstanding as of April 30, 2011,
      2010, 2009 and 2008, respectively
    $30,134,612
    $14,384,923
    $233,995
    $357,847Year Ended April 30, 2011
      (in Cdn$) (Audited)
    Year Ended April 30, 2010
      (in Cdn$) (Audited)
    Year Ended April 30, 2009
      (in Cdn$) (Audited)
    Period from incorporation
      on May 10, 2007 to April 30, 2008
      (in Cdn$) (Audited)Revenue
    -
    -
    -
    -Net loss
    $7,293,314
    $1,978,198
    $123,852
    $9,253Net loss per share, basic
    $0.20
    $0.12
    $0.02
    $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 four fiscal years
ended April 30, 2008, 2009, 2010 and 2011, 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.

Year Ended April 30,2011
    2010
    2009
    2008Average (US$) for Period
    $0.9875
    $0.9358
    $0.8767
    $0.9841


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

Month EndedJuly 2011(1)
    June 2011
    May 2011
    April 2011
    March 2011
    February 2011High for Period (US$)
    $1.0581
    $1.0370
    $1.0537
    $1.0542
    $1.0324
    $1.0268Low for Period (US$)
    $1.0343
    $1.0141
    $1.0195
    $1.0319
    $1.0083
    $1.0045


(1) For the period July 1, 2011 to July
22, 2011.

As of April 29, 2011, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$1.0542 (US$1.00 = Cdn$0.9486) .

As of July 22, 2011, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$1.0524 (US$1.00 = Cdn$0.9502).

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

3.B. Capitalization and Indebtedness

Not applicable.

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.

10

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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 Au,  Cu, precious metals and other minerals, including
unusual and unexpected geologic formations, seismic activity, rock bursts,
cave-ins, flooding and other conditions involved in the drilling and removal of
material, any of which could result in damage to, or destruction of, mines and
other producing facilities, damage to life or property, environmental damage and
possible legal liability. Milling operations are subject to hazards such as
equipment failure or failure of retaining dams around tailings disposal areas
which may result in environmental pollution and consequent liability.

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

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

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

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

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

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

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

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

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

Ongoing exploration of properties currently held by the Corporation under option could result in a devaluation of such properties.

Certain of the Corporation’s properties, including the Tamara and Trillador properties, are currently held under option. Until such time as the Corporation acquires an ownership in the properties, other companies have the right to explore and
exploit certain of the Corporation’s properties. This ongoing exploration could result in a devaluation of the Corporation’s properties due to the potential removal of minerals from the properties by other companies. If such removal of
minerals were to occur, it would likely ultimately negatively impact upon the estimated mineral resources and reserves, if any, related to such properties.

The Corporation may acquire additional exploration stage properties and it may face negative reactions if resources or reserves are not located on acquired properties.

The Corporation may acquire additional exploration stage properties. There can be no assurance that it will be able to identify and complete the acquisition of such properties at reasonable prices or on favorable terms and that resources or reserves
will be identified on any properties that the Corporation acquires. The Corporation may also experience negative reactions from the financial markets if it is unable to successfully complete acquisitions of additional properties or if resources or
reserves are not located on acquired properties. These factors may adversely affect the trading price of the Corporation’s common shares or its financial condition or results of operations.

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

The Corporation has limited financial resources and has no operating cash flow. As of the year ended April 30, 2011, the Corporation had incurred accumulated losses totaling $9,461,581 under United States generally accepted accounting principles
(“U.S. GAAP”). The continued exploration efforts will require additional capital to help maintain and expand exploration on the Corporation’s principal exploration properties. Additionally, if the Corporation decides to proceed
with a feasibility study on any of its primary properties, substantial additional funds will be required to complete the study as well as to complete the acquisition of the projects held under option agreements. The Corporation has traditionally
been required to raise funds through the sale of its common shares and has no current plans to obtain financing through means other than equity financing. However, due to the current economic conditions, the Corporation may not be able to obtain
additional equity financing on reasonable terms, if at all. If the Corporation is unable to obtain sufficient financing in the future, it might have to dramatically slow exploration efforts and/or lose control of its projects. If equity financing is
required, then such financings could result in significant dilution to the interests of existing or prospective shareholders. These financings may be on terms less favourable to the Corporation than those obtained previously.

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

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

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If the Corporation experiences difficulties raising money in the future, its business and liquidity will be materially adversely affected.

The Corporation currently relies on a limited number of properties.

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

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

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

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

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

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

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

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

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Legislation has been proposed that would significantly affect the mining industry.

Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs the unpatented claims that the Corporation controls with respect to its U.S. properties.
One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims such as those on the Corporation’s U.S. properties. If additional legislation
is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair the Corporation’s ability to develop mineral estimates on unpatented mining claims. Such
bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict at
this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of such mining claims, and the economics of existing operating mines on federal unpatented mining claims.
Passage of such legislation could adversely affect our business.

In March 2010, the State of Nevada enacted Assembly Bill No. 6 (“AB6”) which sought to balance the state budget by reducing expenditures and increasing certain fees. Among those fee increases was a one-time fee payable in conjunction
with the annual filing of an affidavit of the intent to hold a mining claim, with a tiered fee structure applied for holders of 11 or more claims in Nevada. The fee ranges from $70 per claim for holders of 11 to 199 claims up to $195 per
mining claim for holders of 1,300 or more claims as of the date of filing. The law authorizing these fees was subsequently ruled unconstitutional and was voided. Fees paid by the Corporation under terms of AB6 will be refunded, but the timing and
mechanism of the refund process has not yet been determined by the State. The Corporation made the required deferred payment of approximately $22,343 between May 20th and May 24th, to the local county recorder’s
office for each property. Since the properties were acquired in October 2010, Fronteer made the 2011 maintenance fee payments. Bridgeport’s first 2012 maintenance fee payments are due on or before September 1, 2011 and will be paid to the
local U.S. Bureau of Land Management offices at a rate of $140/claim. The Corporation remains at risk that Nevada may impose additional fees or other levies affecting the mining industry in the future.

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

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

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

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

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

The Corporation’s financial condition and results of operations depend significantly on economic conditions prevailing in Chile. According to data published by the Central Bank, the Chilean economy grew at a rate of 5.7% in 2005, 4.0% in 2006,
5.3% in 2007, 3.2% in 2008, -1.5% in 2009 and 5.2% in 2010. Also, Chile has experienced high rates of inflation in the past. The annual rates of inflation (as measured by changes in the consumer price index and as reported by the Chilean National
Institute of Statistics) in 2007, 2008, 2009 and 2010 were 7.8%, 8.9%, -1.4% and 3.3%, respectively. The Chilean government has exercised and continues to exercise substantial influence over many aspects of the private sector and has changed
monetary, fiscal, tax and other policies to influence the Chilean economy. We have no control over and cannot predict how government intervention and policies will affect the Chilean economy or, directly and indirectly, our operations and revenues.
Our operations and financial condition may be adversely affected by high levels of inflation in Chile and changes in policies involving labor laws, exchange controls, taxation, exportation and other matters. In addition, our operations and financial
condition may be adversely affected by factors such as:

- fluctuations in exchange rates; base interest rate fluctuations; and
- other political, diplomatic, social and economic developments in or affecting Chile.

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

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

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

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

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

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

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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, Cu and other minerals and the availability of equity financing for the purposes of mineral exploration and development. The prices of Au, Cu and other minerals have fluctuated
substantially over the past several months and financial markets have deteriorated to the point where it has become difficult for companies to raise new capital. The Corporation’s future performance is largely tied to the development of its
current mineral properties and the overall financial markets. Current financial markets are likely to be volatile in Canada potentially into late 2011, reflecting ongoing concerns about the stability of the global economy and weakening global growth
prospects. As well, concern about global growth has led to fluctuations in the commodity markets. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing and raising funds. Companies worldwide have been
affected particularly negatively by these trends. As a result, the Corporation may have difficulties raising equity financing for the purposes of mineral exploration and development, particularly without excessively diluting present shareholders of
the Corporation. These economic trends may limit the Corporation’s ability to develop and/or further explore its mineral property interests.

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.

Global climate change is an international concern, and could impact the Corporation’s ability to conduct future operations.

Global climate change is an international issue and receives an enormous amount of publicity. The Corporation would expect that the imposition of international treaties or U.S. or Chilean federal, state or local laws or regulations pertaining to
mandatory reductions in energy consumption or emissions of greenhouse gasses could affect the feasibility of its mining projects and increase its operating costs.

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

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.

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

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

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

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

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

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

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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.

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

Certain of the directors and officers of the Corporation also serve as directors and/or officers and/or shareholders of other companies involved in natural resource exploration and development. Specifically, Graham Clow
serves as Chief Financial Officer for New
Dawn Mining Corp.; Jon North serves as a director for New Dawn Mining Corp. and Northquest Ltd.;
Wolf Seidler serves as a director for Baja Mining Corp.; 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.

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

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

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

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

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.

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

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

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

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

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.

20

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

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

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

Certain jurisdictions in which the Corporation holds, or may in the future hold, property interests may require that notification be provided to local aboriginal groups prior to the commencement of exploration or development work or that approval of
exploration and development activities be obtained from such aboriginal groups. To the extent that the approval of aboriginal people of any of the Corporation’s operations is required, and such approvals are not obtained, the Corporation may
be curtailed or prohibited from continuing its exploration or mining operations or from proceeding with planned exploration or development of mineral properties, which could have a material adverse impact on its operations and financial
condition.

The Corporation may not be able to raise the funds necessary to fully explore and develop the Tamara and Trillador properties and the Nevada Portfolio properties.

There is no assurance that the Corporation would be able to raise the requisite funds necessary to fully explore and, if warranted, develop the Tamara and Trillador properties and the Nevada Portfolio properties. In this regard, funds may not be
available to the Corporation on terms acceptable to it, if at all. If such funds are not raised and/or the exploration and development of such mineral properties does not occur or is significantly curtailed, it would likely adversely affect the
Corporation and the price of its common shares.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and development of the company

The Corporation was incorporated pursuant to the Business Corporations Act (Ontario) on May 10, 2007.  The registered and principal office of the Corporation is located at 36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5.

The Corporation has two subsidiaries, being (i) Rio Condor Resources S.A. (“Rio Condor”), which exists under the laws of Chile; and (ii) Bridgeport Gold Inc. (“BPV Gold”), which exists under the laws of Nevada. The
Corporation holds all of the issued and outstanding shares of BPV Gold and all of the issued and outstanding shares of Rio Condor other than one common share of Rio Condor that is held by a local individual, as required under Chilean law. References
to “Bridgeport” in this Annual Report refer to the Corporation, BPV Gold and Rio Condor taken as a whole.

The Corporation is a Canadian-based exploration and development company primarily focused on the acquisition, exploration and development of properties which are prospective for gold and copper. The Corporation currently holds an interest in ten
predominantly gold prospective properties located in Nevada, USA (the “Acquired Nevada Properties”) which the Corporation acquired from Fronteer and an additional 207 claims (the “Staked Nevada Claims”) contiguous to the
Acquired Nevada Properties (the Staked Nevada Claims and together with the Acquired Nevada Properties, the “Nevada Portfolio”). The Corporation also continues to explore certain of the copper gold properties in Chile, near the mining
centre of Copiapo. The Corporation’s two remaining Rio Condor properties at the date of filing of this Annual Report are the Trillador and Tamara properties which are subject to property payments totalling US$100,000 (US$50,000 is due
on November 5, 2011 for Tamara and US$50,000 is due on January 31, 2012 for Trillador). The Corporation’s total payment schedule for both properties is outlined on pages  25
and 26.

21

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The Corporation is a reporting issuer under applicable securities legislation in every province in Canada, except Quebec, and in the United States. The common shares of the Corporation are listed on the Toronto Stock Exchange (the “TSX”)
under the symbol “BPV”.  In addition, the warrants of the Corporation trade under the symbols “BPV.WT” and “BPV.WT.A”.

The Corporation has no revenues, so its ability to ensure continuing operations is dependent on its completing the acquisition of its mineral property interests, the discovery of economically recoverable reserves, confirmation of its interest in the
underlying mineral claims, and its ability to obtain necessary financing to complete its exploration activities, development and future profitable production.

The Corporation’s goal is to deliver superior returns to shareholders by concentrating on the acquisition of properties that have the potential to contain precious and base metals. The Corporation currently plans to focus on certain
properties, as set out below under “Mineral Exploration Properties”.

Highlights for the Year

- On December 20, 2010 and January 7, 2011, the Corporation closed a public offering (the “Offering”) and over allotment of 15,000,000 and 2,250,000 units (“Units”), respectively, of the Corporation at a price of $1.00 per
Unit for cash consideration of $17,250,000. In connection with the Offering, the underwriters were paid a 6% agency fee totaling $1,035,000. Share issuance costs of $326,783 were incurred in relation to the Offering. Each Unit consisted
of one common share of the Corporation and one-half of one common share purchase warrant (each whole such common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional common share of the
Corporation at an exercise price of $1.40 until the date that is two years following the closing of the Offering.

The Corporation intends to use the net proceeds of the Offering to explore its Nevada Portfolio, for future property acquisitions and for general corporate purposes.

- On November 16, 2010, BPV Gold acquired its interest in the Acquired Nevada Properties pursuant to an acquisition agreement amongst the Corporation, BPV Gold and Fronteer, in consideration of the issuance by the Corporation of an aggregate of
4,500,000 common shares to Fronteer (representing approximately 16% of the issued and outstanding common shares as of such date, prior to such issuance).
- On August 24, 2010, the transaction with Gondwana Gold Inc. (formerly China Opportunity Inc.) (“Gondwana Gold”) closed and the Corporation received $20,000 cash and 400,000 common shares (valued at $80,000) of Gondwana Gold in
accordance with the terms of the agreement in exchange for an option to acquire up to a 70% interest in the McCart property. See “McCart Township Project” under “Mineral Exploration Properties” below.
- The Corporation spent $2,465,324 during the year ended April 30, 2011 (April 30, 2010 - $1,032,653; and April 30, 2009 - $191,955), on exploration activities on its mineral properties. At April 30, 2011, the Corporation had mineral
exploration properties at a carrying cost of $7,659,047 (April 30, 2010 - $3,840,460; and April 30, 2009 - $165,932). See “Mineral Exploration Properties” below.
- At April 30, 2011, the Corporation had working capital of $22,432,663 (April 30, 2010 – $10,942,645; and April 30, 2009 - $83,263). The Corporation had $22,870,894 in cash and cash equivalents (“total cash”) (April
30, 2010 - $11,137,382; and April 30, 2009 - $103,784). The increase in total cash and working capital during the year ended April 30, 2011, was primarily due to cash proceeds from the Offering. The increase was offset by expenditures on the
Corporation’s mineral properties (as discussed above) and operating expenses.

22

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Corporate Information

- On September 29, 2010, Ms. Shastri Ramnath was appointed as President and
  Chief Executive Officer of the Corporation. Ms. Ramnath was subsequently
  appointed to the board of directors of the Corporation on October 14, 2010.
- On January 10, 2011, the Corporation announced the appointment of Mr.
  Graham Clow to the board of directors of the Corporation. On the same date,
  the Corporation announced the resignation of Mr. John McBride from the board
  of directors.

Mineral Exploration Properties

The Corporations exploration activities are at an early stage,
and there are no known commercially exploitable deposits on any of the
Corporations exploration properties, and any activities of the Corporation
thereon will constitute exploratory searches for minerals. See Risk Factors
above.

McCart Township Project

(i)Description of McCart Township
Project

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

- made a cash payment of $5,000; and
- issued 150,000 common shares of the Corporation valued at $19,500.

At any time after the commencement of commercial production,
the Corporation has the right to purchase 1/2 of the 2% NSR for $1,000,000.

During the year ended April 30, 2010, the Corporation obtained
three additional mining claims located in the same township subject to a 1% NSR
(50% of which the Corporation has the right to purchase for $1,000,000) for cash
consideration of $nil. Subsequent to the year end, the three claims were
cancelled.

The  claims referenced above are collectively referred to
herein as the McCart property.

On August 24, 2010, the Corporation granted to Gondwana Gold an
option to acquire up to a 70% interest in the McCart property. Gondwana Gold may
earn an initial 50% interest in the McCart property by:

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

Gondwana Gold may earn an additional 20% interest in the McCart
property (for a total 70% interest) in the event it completes a bankable
feasibility study within three years of earning its 50% interest.

On August 24, 2010, the Corporation received $20,000 cash and
400,000 common shares of Gondwana Gold in accordance with the terms of the
agreement. The 400,000 common shares received were valued at $80,000 on August
24, 2010. As of April 30, 2011, the bid price of Gondwana Gold was $0.70
resulting in a unrealized gain of $200,000 which was recorded in other
comprehensive income for the year ended April 30, 2011. There can be no
assurance that Gondwana Gold will satisfy all the conditions necessary to obtain
the 70% interest in the McCart property.

Because it has granted the option to Gondwana Gold and because
it is no longer conducting any exploration of its own at the McCart property,
the Corporation no longer considers the McCart property to be a material
property.

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(ii)Project Expenditures

The following table sets forth a breakdown of material
components of exploration expenditures incurred at the McCart property during
the year ended April 30, 2011.

Exploration
      expenditures
    $Project
      management, supervision
    7,736Total
    7,736


(iii)Budget

Planned expenditures are as follows:

Project/Property Name
    Plans for
      Project
    Planned
      Expenditures
    Cumulative Expenditures to
      April 30, 2011
    Remaining
      CommitmentMcCart property
    None
    $300,000 (1)(2)
    $68,656 (2)
    $nil (1)


| | (1) | The Corporation does not plan to spend any additional
      funds on the McCart property unless and until Gondwana Gold terminates its
      option. There can be no assurance that Gondwana Gold will satisfy all the
      conditions necessary to obtain the 70% interest in the McCart property.
      The Corporation will evaluate its alternatives in this regard on a going
      forward basis in consideration of all relevant factors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | The Phase 1 budget for the McCart property was estimated
      to be $300,000.                                                                                                                                                                                                                                                                                                                                                                   

Rio Condor Properties

(i)Description of Rio Condor
properties

(a) Rosario-Tamara

The Corporation had an option to pay US$10.4 million over a
four year period to acquire a 100% interest in the properties known as the
Rosario project (which includes the concessions known as the Rosario, Julia,
Eliana I, Eliana II and Eliana III mining concessions) and the Tamara property.
The Rosario project is subject to a 2% NSR which may be purchased for US$2
million, however, the Tamara property is royalty free. The Corporation was
required to pay a total commission or management fee of US$500,000 over the same
four year period. The vendors of Rosario and Eliana I were entitled to excavate
a total of 6,000 tons per month from the property until the last payment is
made.

To date, the Corporation has focused its exploration efforts on
the Rosario project, and based on the assay results, style of copper
mineralization, and discontinuity of the zones, management has decided that the
property does not have the size potential for the Corporation to make a
significant copper-gold discovery of 100 million tonnes or more. Accordingly,
Bridgeport has determined to terminate its rights to the Rosario, Eliana I, II
and III, and Julia mining concessions, which decision was carried out by not
making the deferred May 20, 2011 property payment of US $720,000. As a result,
the Corporation has written off all costs associated with these mining
concessions.

The Corporation has retained its rights to the Tamara property.
During the year ended April 30, 2011, the Corporation paid $56,111 (US$50,000)
pursuant to the agreement relating to the Tamara property. The Corporation is
entitled to maintain its rights to the Tamara property by making the following
cash payments.

24

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Option Agreement Payment Dates
    Tamara I 1 - 9 US ($)November 5, 2009
    15,000 (paid)November 5, 2010
    35,000 (paid)November 5, 2011
    50,000November 5, 2012
    70,000November 5, 2013
    230,000Total
    400,000


(b) SOESMI

Pursuant to an agreement entered into on December 3, 2009, Rio
Condor had the option of paying US$1,000,000 over three years to acquire a 100%
interest in the SOESMI mining concessions, which are contiguous to the
concessions comprising the Rosario project. The SOESMI claim group is subject to
a 2% NSR that may be purchased for US$1,000,000. Cash payments in the aggregate
of US$1,000,000 were due as follows:

Dates
    Cash payments US ($)Date of signing
      the agreement
    75,000 (paid)June 3, 2010
    50,000 (paid)December 3, 2010
    50,000 (not paid)June 3, 2011
    100,000 (not paid)December 3, 2011
    150,000December 3, 2012
    575,000Total
    1,000,000


During the second quarter of fiscal 2011, the Corporation
decided not to make the next option payment due in respect of the SOESMI
property, and to allow its rights in respect of such property to lapse. As a
result, the Corporation has written off all costs associated with this project.
The notice to cancel the agreement was sent to the owner on December 1,
2010.

(c) Simonetta

Pursuant to an agreement entered into on January 23, 2010, Rio
Condor had the option of paying US$1,000,000 over four years to acquire a 100%
interest in the Simonetta mining concessions, which are contiguous to the
concessions comprising the Rosario project. This acquisition was royalty
free.

A third party (the Claimant) had disputed the rights of Rio
Condor to access and conduct exploration activities on the Simonetta mining
concessions, based on an existing lease agreement (the Existing Lease) that
the owner of such concessions (the Owner) had previously entered into with a
third party. The Existing Lease was not previously disclosed to Rio Condor. In
connection with this matter, Rio Condor and the Owner agreed to deem Rio Condor
as having fully exercised its option to acquire a 100% interest in these
concessions notwithstanding that Rio Condor had only made its first and second
payments under the governing option agreement to date. See the table below for a
list of all payments paid. All remaining payments not yet made by Rio Condor had
remained due and payable in accordance with the schedule set out in the table
below in order for Rio Condor to maintain its ownership interest in the
Simonetta mining concessions. In the event that Rio Condor failed to complete
any such payments in accordance with such schedule, the ownership of the
concessions would revert to the Owner, without any further liability to Rio
Condor. The original option agreement was modified in this manner as the parties
believed that, under Chilean civil law, Rio Condor may potentially have a
stronger claim against the third party as an owner of the Simonetta mining
concessions rather than as the holder of an option to acquire such property.
Consequently, Rio Condor initiated a law suit against the third party requesting
the competent ordinary court of Copiapó (1st Ordinary Court) to declare the termination of the Existing Lease in
accordance with the applicable Civil Law. On December 15, 2010, the law suit was
settled and Rio Condor acquired full access to the Simonetta property.

25

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Dates
    Cash payments US ($)Date of signing
      the agreement
    30,000 (paid)(1)July 23, 2010
    10,000 (paid)(2)January 23, 2011
    65,000 (not paid)April 15, 2012
    150,000April 15, 2013
    245,000April 15, 2014
    500,000Total
    1,000,000


(1) US$30,000 Canadian equivalent equals
$30,782.

(2) US$10,000 Canadian equivalent equals $10,359.
Paid on September 15, 2010 in connection with the modification of the agreement
providing for the exercise of the option by Rio Condor as described above.

In January 2011, the Corporation completed one exploration
drillhole on the Simonetta property.  Subsequently the Corporation decided not to make the next option payment due in
respect of the Simonetta property, and to allow its rights in respect of such
property to lapse. As a result, the Corporation has written off all costs
associated with this project.

(d) Trillador

On July 5, 2010, the Corporation executed a letter of intent
which provides that the Corporation will enter into an option agreement to
acquire a 100% interest in the Trillador property through Rio Condor. The
closing on the option agreement was to take place following a due diligence
period.

The 70-hectare property is located in Region III of Chile, near
the mining centre of Copiapo.

Under the terms of the proposed agreement with the property
owners, the Corporation will be required to pay US$1.5 million over five years
in order to acquire a 100% interest in the Trillador property. This acquisition
is royalty free.

On August 27, 2010, the Trillador letter of intent was
modified, whereby US$25,000 was required on signing (paid) as an advance partial
payment of the first installment of the option agreement price. This amendment
allowed Rio Condor a 120 business day grace period. As of January 31, 2011
(Date of Closing) the option agreement was executed and payment of US$25,000
was made (completing the total amount of the first installment of US$50,000).
The option agreement was subsequently finalized. Cash payments in the aggregate
of US$1.5 million will be due as follows:

Dates
    Cash payments US ($)Due on closing
    25,000 (paid)(1)January 17, 2011
    25,000 (paid)(1)January 31, 2012
    50,000January 31, 2013
    60,000January 31, 2014
    250,000January 31, 2015
    1,090,000Total
    1,500,000


(1) US$50,000 Canadian equivalent equals $51,795.

26

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Update of Rio Condor properties

Control of the Rio Condor properties was acquired in fiscal
2010 and the early part of fiscal 2011. The Rio Condor properties are located
approximately 40 kilometres south-southeast of the mining city of Copiapo, which
has a population of approximately 110,000. Copiapo has all normal facilities and
is serviced by several commercial jet flights daily to the Chilean capital,
Santiago. In addition, there is a government (ENAMI) oxide and sulphide
processing plant at Copiapo (Paipote) that accepts ore for treatment from small
mine producers, as well as a copper smelter.

During the year ended April 30, 2010, a technical report dated
November 27, 2009, as revised on December 4, 2009, Amended December 7, 2010, and
entitled Summary Report on the Rosario Copper-Gold Project, Region III,
Atacama, Chile, Prepared for Bridgeport Ventures Inc. was prepared in
compliance with National Instrument 43-101 by Dr. Matthew D. Gray (a qualified
person) and filed on SEDAR at www.sedar.com (the Rosario Report). The Rosario
Report describes the geology, mineralization and potential of the Rosario-Tamara
properties based on reconnaissance mapping and sampling. It recommends a first
phase drilling program of 3,000 metres, to be followed by a second phase program
of 6,000 metres if warranted. The Corporation has completed the first phase of
the diamond drill program on its Rosario project, comprising 10 drill holes and
2,383 meters that commenced on April 27, 2010, and was completed on June 18,
2010. The drilling results ranged from insignificant in drill holes 05 and 09 to
as much as 40 meters containing 0.76% copper and 0.3 g/t gold in drill hole 03.
All significant drill hole results, defined as at least 4m with greater than
0.1% copper, from the Phase 1 drilling are summarized in the following
table.

Drill Hole #
    Total Length (m)
    Interval From (m)
    Interval To (m)
    Interval Length (m)
    Copper %
    Gold g/t01
    386
    162
    190
    28
    0.23
    0.0001
    
    206
    214
    8
    0.52
    0.0101
    
    226
    232
    6
    0.30
    0.0001
    
    252
    262
    10
    0.28
    0.0002
    230
    52
    82
    30
    0.79
    0.2202
    
    154
    176
    22
    0.23
    0.0202
    
    202
    208
    6
    0.34
    0.0203
    302
    14
    54
    40
    0.76
    0.3003
    
    66
    82
    16
    0.41
    0.0803
    
    96
    106
    10
    0.18
    0.0003
    
    124
    130
    6
    0.20
    0.0103
    
    212
    216
    4
    0.26
    0.0204
    142
    16
    22
    6
    0.18
    0.0104
    
    34
    38
    4
    0.12
    0.0204
    
    176
    184
    8
    0.30
    0.0104
    
    226
    236
    10
    0.16
    0.0105
    299
    No significant intercepts


27

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06
    200
    62
    76
    14
    0.14
    0.0006
    
    116
    126
    10
    0.13
    0.0006
    
    134
    144
    10
    0.20
    0.0107
    218
    66
    86
    20
    0.34
    0.0008
    200
    4
    10
    6
    0.28
    0.0108
    
    24
    28
    4
    0.37
    0.0208
    
    44
    62
    18
    0.64
    0.0208
    
    102
    112
    10
    0.45
    0.0108
    
    144
    148
    4
    0.15
    0.0009
    206
    No significant intercepts10
    200
    82
    102
    20
    0.65
    0.0510
    
    114
    128
    14
    1.48
    0.0910
    
    182
    186
    4
    0.38
    0.03


On July 11, 2010, the Corporation commenced the second phase of
the diamond-drilling program on its Rosario project and two diamond drill holes
totaling 400 meters were completed prior to fiscal year end. The drilling
results ranged from insignificant in drill hole 12 to as much as 28 meters
containing 0.39% copper in drill hole 11. In January 2011, the Corporation
re-commenced the second phase diamond drilling program at the Rosario project,
drill testing the Simonetta, Tamara, and Trillador areas. During the 2011
diamond drill campaign, a total of five drill holes (1,736 metres) were
completed. The best drill results were obtained in drill hole RDDH-015 in the
Trillador concession, which returned 0.63% copper and 0.02 grams per ton gold
over 24 metres. All drill hole results from the 2010 and 2011 Phase 2 drilling
through May 31, 2011 are summarized in the following table.

Drill
      Hole #
    Total Length (m)
    Interval From (m)
    Interval To (m)
    Interval Length (m)
    **Copper %**
    Gold g/t11
    200
    2
    28
    26
    0.39
    0.0111
    
    66
    90
    24
    0.2
    0.0112
    200
    No significant intercepts13
    351
    No significant intercepts14
    349
    26
    38
    12
    0.11
    0.0014
    
    96
    112
    16
    0.16
    0.0014
    
    120
    124
    4
    0.19
    0.0015
    313
    14
    40
    26
    0.36
    0.0115
    
    48
    54
    6
    0.17
    0.0115
    
    66
    70
    4
    1.37
    0.0215
    
    112
    136
    24
    0.63
    0.0215
    
    148
    154
    6
    0.15
    0.0115
    
    256
    266
    10
    0.13
    0.0116
    350
    No significant intercepts17
    273
    36
    40
    4
    0.35
    0.0217
    
    104
    110
    6
    0.20
    0.0017
    
    124
    130
    6
    0.14
    0.00


28

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Phase One and Two drill objectives and locations were
established based on geological mapping and a review of data from a recently
acquired I.P. survey. A topographic survey was commissioned and completed using
the LIDAR (laser indicated distance and ranging) system. This has resulted in
the production of a topographic map of the project with contour intervals of one
metre that is being used as a base plan for all exploration activities.

According to the Rosario Report, the Rosario-Tamara properties
host copper-gold mineralization, which is currently being exploited by local
residents via open pit mining of both oxide and sulphide ores at several
localities, as well as underground mining via spiral decline on the Rosario
concession. Mineralization is transported by truck to the ENAMI oxide and
sulphide treatment plants at Paipote. The current geological mapping program
indicates that the copper oxide mineralization could have migrated along
favourable fractures and structures, while the sulphide mineralization is hosted
in dioritic-granodioritic intrusives and adjacent andesitic volcanic units, as
well as poorly sorted, large clast breccia bodies. In places the sulphide
mineralization is preferentially located along specific volcanic units (more
permeable) and forms shallowly dipping mantos. In general, the sulphide
mineralization is associated with albite alteration of the host rocks. Sulphide
mineralization is predominantly disseminated chalcopyrite and associated pyrite,
with rare bornite. The sulphide ore being mined at Rio Condors Rosario project
typically grades between 1.5 -2.0% Cu and 0.5 -1.0 g/tAu. Reconnaissance
sampling of the decline also showed anomalous molybdenum contents of between
100-300 g/t, associated with this grade of copper gold mineralization.

(ii)Project Expenditures

The following table sets forth a breakdown of material
components of exploration expenditures incurred by the Corporation during the
year ended April 30, 2011, in respect of its property interests in Chile.

Exploration
      expenditures
    $Salaries
    43,948Expediting
    167,097Travel
    39,121Consulting
    288,572Property costs
    17,887Geologists
    230,208Survey costs
    86,607Vehicle and fuel
    54,063Lodging and meals
    25,726Drilling
    831,022Total
    1,784,251


(iii)Budget

The Corporation planned to complete a diamond-drilling program
at an estimated aggregate cost of $3.9 million in several phases (this amount
also included acquisition costs). Cumulative expenditures spent to April 30,
2011 amounted to $2.31 million on its property interests in Chile. During fiscal
2011, the Corporation has written off all costs associated with the Rosario
project (which includes the concessions known as the Rosario, Julia, Eliana I,
Eliana II and Eliana III mining concessions), the SOESMI property and the
Simonetta property. The Corporations two remaining property interests in Chile at the date of filing
of this Annual Report are the Trillador and Tamara properties which are subject
to property payments totalling US $100,000 (US $50,000 is due on November 5,
2011 for Tamara and US$50,000 is due on January 31, 2012 for Trillador). The
Corporations total payment schedule for both properties outlined on pages
25
and 26.

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At the date of filing of this Annual Report, although the Corporation
does not have a budgeted work plan for Tamara and Trillador, required property payments
for these two projects have been made to maintain the Corporation's interests in
good standing.

Nevada Portfolio properties

(i) Description of Nevada Portfolio properties

On November 15, 2010, BPV Gold acquired its interest in the
Acquired Nevada Properties pursuant to an acquisition agreement amongst the
Corporation, BPV Gold and Fronteer, in consideration of the issuance by the
Corporation of an aggregate of 4,500,000 common shares to Fronteer (representing
approximately 16% of the issued and outstanding common shares as of such date,
prior to such issuance). The Corporation also acquired the Staked Nevada Claims.

The Nevada Portfolio is held by the Corporations wholly-owned
subsidiary, BPV Gold. While the Nevada Portfolio is currently in the exploration
phase, it is located in gold districts that have produced or are currently
producing significant gold. The Nevada Portfolio is comprised of the properties
listed in the table below.

|Name of property           | Number of claims comprising property | Location                 
|-------------------------- | ------------------------------------ | -------------------------
|                           |                                      |                          
|Acquired Nevada Properties |                                      |                          
|                           |                                      |                          
|Blackrock                  | 12                                   | Lyon County, Nevada      
|Argentite                  | 8                                    | Esmeralda County, Nevada 
|Bellview                   | 53 (1)                               | White Pine County, Nevada
|Horsethief                 | 18                                   | Lincoln, Nevada          
|Hot Pot                    | 36                                   | Humboldt County, Nevada  
|Fri Gold                   | 28                                   | Nye County, Nevada       
|Columbia                   | 8                                    | Humboldt County, Nevada  
|Kobeh                      | 37                                   | Eureka County, Nevada    
|Ashby                      | 3                                    | Mineral County, Nevada   
|East Walker                | 4                                    | Lyon County, Nevada      
|                           |                                      |                          
|Staked Nevada Claims       |                                      |                          
|                           |                                      |                          
|Argentite                  | 14 (2)                               | Esmeralda County, Nevada 
|Ashby                      | 13                                   | Mineral County, Nevada   
|Blackrock                  | 8                                    | Lyon County, Nevada      
|Horsethief                 | 78                                   | Lincoln, Nevada          
|Columbia                   | 49                                   | Humboldt County, Nevada  

(1)Comprised of 10 claims known as the Bellview
Lease Claims and 43 claims known as the Bellview Project Claims. BPV Gold
holds a 50% leased interest in the Bellview Lease Claims and a 100% interest in
the Belleview Project Claims.

(2)Includes partial claims and fractions.

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The Corporation holds a 100% interest in the Nevada Portfolio
(other than the Bellview Lease Claims, in respect of which BPV Gold holds a 50%
leased interest), subject to (i) a 2% NSR retained by Fronteer with respect to
the Blackrock, Argentite, Horsethief, Fri Gold, Columbia, Ashby and East Walker
properties comprising, in part, the Acquired Nevada Properties; and (ii) an
aggregate 3% NSR held by Fronteer and certain other third parties with respect
to the Bellview Project, Bellview Lease, Hot Pot and Kobeh properties
comprising, in part, the Acquired Nevada Properties. In addition to the
properties acquired from Fronteer, as of the date of filing of this Annual
Report, Bridgeport has staked a further 207 claims adjacent to the properties
and intends to continue with the land acquisition effort.

Update of Nevada Portfolio properties

The Corporation commenced geophysical surveys of the Argentite,
Fri Gold, Columbia, and Horsethief projects in March 2011. As of June 30, 2011
the geophysical surveys were complete for all projects. Soil geochemical surveys
of the Argentite, Columbia, and Horsethief projects began in April and were
concluded in June 2011. Phase One drill programs at the Blackrock and Hot Pot
projects began in March and April 2011, respectively. As of June 30, 2011, seven
of ten planned Phase One drillholes were completed at the Blackrock project and
three of six planned Phase One drillholes were completed at the Hot Pot project.

(ii)Project Expenditures

The following table sets forth a breakdown of material
components of exploration expenditures incurred by the Corporation, during the
year ended April 30, 2011, in respect of the Nevada Portfolio properties.

Exploration
      expenditures
    $Geology
    130,086Property
    135,506Geophysics
    72,993Diamond drilling
    789,135Investor relations
    50,895General and
      administrative
    77,075Total
    1,255,690


Budget

The Corporation expects to continue exploring for gold and
silver (Ag) on the Nevada Portfolio throughout the upcoming financial year
(2011 to 2012). The Corporation anticipates the expenditures for Nevada will be
approximately $5 million dollars and the Corporation expects to focus on the Fri
Gold, Bellview, and Horsethief Properties. Field activities planned include
geophysical surveying, geochemical sampling, geological mapping, and/or
diamond/RC drilling. The budget of $5 million dollars is discretionary, subject
to change if management decides to scale back operations or accelerate
exploration. At the date of filing of this Annual Report, the Nevada Portfolio
is in good standing.

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, through its subsidiary Rio Condor, also holds a
right to acquire a 100% interest, subject to certain underlying royalties (and
in the case of the Simonetta claim group, payment of the remaining outstanding
payments) in each of the Tamara and Trillador properties. The Corporation,
through its subsidiary BPV Gold, has acquired 10 mineral properties, consisting
of a total of 207 unpatented mining claims located in the State of Nevada,
subject to a 2% NSR in certain of such properties and an aggregate 3% NSR in
certain of such properties. 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 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.

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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, its operations with respect to the Rosario project and other property interests of Rio Condor are governed by the applicable laws of Chile and its operations with respect to the Nevada Portfolio are governed by the applicable laws of Nevada
and the federal laws of the United States. 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.

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 two wholly-owned subsidiaries, including Rio Condor, which is a private company existing under the laws of Chile, and BPV Gold, a private company incorporated under the laws of Nevada.

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4.D. Property, Plants and equipment

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

Summary of Report on the Rosario Project

Set forth below is a description of the Rosario project 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. Dr. 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 152 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 2 concession groups covering in aggregate 152 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. Rosario project mining concession map.

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, Dr. 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 two mining concessions which cover the project area are currently controlled by Rio Condor by means of two separate option agreements whereby Rio Condor can earn a 100% interest in the mining concessions by making annual cash payments over a
four year period totaling US$1.9 million. The main features of the two option agreements are as follows:

Tamara

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 second payment in the amount of US$35,000 was made on November 19, 2010. This option agreement does
not contain a NSR payment.

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Trillador

On July 5, 2010, the Corporation executed a letter of intent
which provides that the Corporation will enter into an option agreement to
acquire a 100% interest in the Trillador property through Rio Condor. The
closing on the option agreement is to take place following a due diligence
period. Under the terms of the proposed agreement with the property owners, the
Corporation will be required to pay US$1.5 million over five years in order to
acquire a 100% interest in the Trillador property. This acquisition is royalty
free. On August 27, 2010, the Trillador agreement was modified, whereby
US$25,000 was required on signing (paid). This amendment allowed Rio Condor a
120 business day grace period in which to pay an additional US$25,000 and
execute the option agreement. In the first quarter of calendar year 2011 the
second option payment of US$25,000 was paid and the option agreement executed.
Cash payments in the aggregate of US$1.5 million will be due as follows:

Dates
    Cash payments US ($)Due on closing
    25,000 (paid)January 17, 2011
    25,000 (paid)(1)12 months after
      closing
    50,00024 months after
      closing
    60,00036 months after
      closing
    250,00048 months after
      closing
    1,090,000Total
    1,500,000


(1) US$50,000 Canadian equivalent equals $51,795.

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 Dr. 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.

Environmental Liability

Potential environmental liabilities associated with the active
and historic mining at the project have not been investigated or verified by Dr.
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.

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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. Rosario project location map.

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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.

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 Dr. 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 Dr. 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 2010 and 2011, Bridgeport evaluated the property by means of geological mapping, geochemical sampling, geophysical, and exploration diamond drilling programs. Exploration activities are summarized as follows:

- Geological mapping, 1:2,000 and 1,5000 scale, 369 hectares.
- Petrographic study of 18 thin and/or polished sections.
- Collection and analysis of 377 rock chip samples from surface and mine exposures.
- Induced Polarization/Resistivity geophysical survey, 15.4 line-kilometers covering 274 hectares
- Terrestrial magnetometry survey, 28.4 line-kilometers covering 274 hectares.
- 4,524 m of diamond core drilling in 17 drillholes.

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This above described exploration work includes activities completed on concessions which were subsequently removed from the project property holdings.

GEOLOGICAL SETTINGRegional 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 Dr. 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.

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 Dr. 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.

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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.

MINERALIZATIONGeneral

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 project. 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 project area include the Simonetta, 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 Dr. Gray’s report.

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.

EXPLORATIONGeneral

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 the
SOESMI property as described in this summary. None of the Corporation, RGM, or Dr. Gray has access to original data for these drill campaigns.
During his reconnaissance, Dr. 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.

42

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Upon execution of the purchase option agreements for the
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 Dr.
Gray conducted reconnaissance studies of the district geology and the operating
mines. In 2010 and 2011, Bridgeport evaluated the property by means of
geological mapping, geochemical sampling, geophysical, and exploration diamond
drilling programs. Exploration activities are summarized as follows:

- Geological mapping, 1:2,000 and 1,5000 scale, 369 hectares.
- Petrographic study of 18 thin and/or polished sections.
- Collection and analysis of 377 rock chip samples from surface and mine
  exposures.
- Induced Polarization/Resistivity geophysical survey, 15.4 line-kilometers
  covering 274 hectares
- Terrestrial magnetometry survey, 28.4 line-kilometers covering 274
  hectares.
- 4,524 m of diamond core drilling in 17 drillholes.

The exploration drill program tested the following targets:

| | 1. | Rosario Mine area                      
| | -- | ---------------------------------------
| | 2. | Rosario South area                     
| | 3. | Manto Pit area                         
| | 4. | SOESMI historic high grade sulfide zone
| | 5. | Tamara Autobreccia chalcopyrite zone   
| | 6. | Tamara NE IP anomaly                   
| | 7. | Tamara SW IP anomaly                   
| | 8. | Simonetta IP anomaly                   
| | 9. | Trillador Mine area IP anomaly         

The economic targets sought at the project were Cu +/- Au
resources minable by bulk methods, either via open pit or bulk underground
methods. Drilling yielded evidence of numerous, dispersed, discrete mineralized
zones controlled by structural and stratigraphic features. As of June 30, 2011,
only the Tamara and Trillador targets were still controlled by the Corporation.
Geologic Mapping and Geochemical/Mineralogical Sampling

Detailed geologic mapping with concurrent rock chip sampling
commenced in January 2010 and continued through 2011. Thus far, the Corporation
completed 1:5000 scale and 1:2000 scale geologic mapping of 369 hectares 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 June 30, 2011, 17 drillholes totaling 4,524m of
drilling were completed. Drillhole locations and a summary of the most
significant mineralized intercepts are provided in Tables 1 and 2 below.
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 Dr. Gray or to the
Corporation.

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Table 1. Drillholes completed as of June 30, 2011, Locations
and Orientations

Drillhole
    Depth (m)
    **Datum**
    UTM East
    UTM North
    **Elev (m)**
    Azimuth
    DipRDDH2010-001
    386.00
    WGS84_19S
    384795
    6937944
    1389
    0
    -90RDDH2010-002
    230.37
    WGS84_19S
    384936
    6937883
    1370
    0
    -90RDDH2010-003
    302.00
    WGS84_19S
    384936
    6937884
    1370
    0
    -60RDDH2010-004
    245.00
    WGS84_19S
    384841
    6937828
    1365
    0
    -90RDDH2010-005
    300.00
    WGS84_19S
    384067
    6937604
    1307
    0
    -90RDDH2010-006
    200.00
    WGS84_19S
    384306
    6937668
    1279
    0
    -90RDDH2010-007
    218.00
    WGS84_19S
    382703
    6938853
    1258
    0
    -90RDDH2010-008
    200.00
    WGS84_19S
    383113
    6938353
    1178
    0
    -90RDDH2010-009
    206.00
    WGS84_19S
    383089
    6938463
    1203
    270
    -60RDDH2010-010
    200.00
    WGS84_19S
    384771
    6937663
    1283
    0
    -90RDDH2010-011
    200.00
    WGS84_19S
    384573
    6937555
    1253
    0
    -90RDDH2010-012
    200.00
    WGS84_19S
    383206
    6938189
    1140
    0
    -60Subtotal 2010
      Drilling
    2,887.37Drillhole
    Depth (m)
    **Datum**
    UTM East
    UTM North
    **Elev (m)**
    Azimuth
    DipRDDH2011-013
    351.15
    WGS84_19S
    385150
    6938367
    1327
    0
    -90RDDH2011-014
    349.20
    WGS84_19S
    383023
    6938310
    1202
    0
    -60RDDH2011-015
    313.30
    WGS84_19S
    383790
    6938311
    1189
    0
    -45RDDH2011-016
    350.05
    WGS84_19S
    383094
    6938470
    1203
    0
    -70RDDH2011-017
    273.30
    WGS84_19S
    382378
    6937779
    1133
    0
    -60Subtotal 2011
      Drilling
    1,637.00Total, 2010 and 2011 Drilling
    4,524.37
    meters


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Table 2. Summary of most significant mineralized drillhole
intercepts.

Drillhole
    Target
    From (m)
    **To (m)**
    Length (m)
    **Cu %**
    Au ppmRDDH2010-001
    Rosario Mine
    72
    82
    10
    0.16
    0.02RDDH2010-001
    Rosario Mine
    162
    182
    20
    0.29
    0.01RDDH2010-001
    Rosario Mine
    206
    214
    8
    0.52
    0.01RDDH2010-001
    Rosario Mine
    226
    232
    6
    0.30
    0.00RDDH2010-001
    Rosario Mine
    252
    262
    10
    0.27
    0.00RDDH2010-002
    Rosario Mine
    52
    82
    30
    0.79
    0.22RDDH2010-002
    Rosario Mine
    154
    176
    22
    0.23
    0.02RDDH2010-002
    Rosario Mine
    202
    208
    6
    0.34
    0.02RDDH2010-003
    Rosario Mine
    14
    54
    40
    0.76
    0.30RDDH2010-003
    Rosario Mine
    66
    80
    14
    0.46
    0.09RDDH2010-003
    Rosario Mine
    96
    106
    10
    0.18
    0.00RDDH2010-003
    Rosario Mine
    124
    130
    6
    0.20
    0.01RDDH2010-003
    Rosario Mine
    212
    216
    4
    0.25
    0.02RDDH2010-004
    Rosario Mine
    16
    22
    6
    0.18
    0.01RDDH2010-004
    Rosario Mine
    34
    38
    4
    0.12
    0.02RDDH2010-004
    Rosario Mine
    176
    184
    8
    0.30
    0.01RDDH2010-004
    Rosario Mine
    226
    236
    10
    0.16
    0.01RDDH2010-005
    Manto
      Pit
    
    
    No significant interceptsRDDH2010-006
    Manto
      Pit
    62
    76
    14
    0.14
    0.00RDDH2010-006
    Manto
      Pit
    116
    126
    10
    0.13
    0.00RDDH2010-006
    Manto
      Pit
    134
    144
    10
    0.20
    0.01RDDH2010-007
    SOESMI
      High Grade
    66
    86
    20
    0.34
    0.00RDDH2010-008
    Tamara
      Autobreccia
    4
    10
    6
    0.28
    0.01RDDH2010-008
    Tamara
      Autobreccia
    24
    28
    4
    0.37
    0.02RDDH2010-008
    Tamara
      Autobreccia
    44
    62
    18
    0.64
    0.02RDDH2010-008
    Tamara
      Autobreccia
    102
    112
    10
    0.45
    0.01RDDH2010-008
    Tamara
      Autobreccia
    144
    148
    4
    0.15
    0.00RDDH2010-009
    Tamara
      NE IP Anomaly
    
    
    No significant interceptsRDDH2010-010
    Rosario South
    82
    102
    20
    0.65
    0.05RDDH2010-010
    Rosario South
    114
    128
    14
    1.48
    0.09RDDH2010-010
    Rosario South
    182
    186
    4
    0.38
    0.03RDDH2010-011
    Rosario South
    2
    28
    26
    0.39
    0.01RDDH2010-011
    Rosario South
    66
    90
    24
    0.20
    0.01RDDH2010-012
    Tamara
      Autobreccia
    
    
    No significant interceptsRDDH2011-013
    Simonetta
    
    
    No significant interceptsRDDH2011-014
    Tamara
      Autobreccia
    26
    38
    12
    0.11
    0.00RDDH2011-014
    Tamara
      Autobreccia
    96
    112
    16
    0.16
    0.00RDDH2011-014
    Tamara
      Autobreccia
    120
    124
    4
    0.19
    0.00RDDH2011-015
    Trillador Mine
    14
    40
    26
    0.36
    0.01RDDH2011-015
    Trillador Mine
    48
    54
    6
    0.17
    0.01RDDH2011-015
    Trillador Mine
    66
    70
    4
    1.37
    0.02RDDH2011-015
    Trillador Mine
    112
    136
    24
    0.63
    0.02RDDH2011-015
    Trillador Mine
    148
    154
    6
    0.15
    0.01RDDH2011-015
    Trillador Mine
    256
    266
    10
    0.13
    0.01RDDH2011-016
    Tamara
      NE IP Anomaly
    
    
    No significant interceptsRDDH2011-017
    Tamara
      SW IP Anomaly
    36
    40
    4
    0.35
    0.02RDDH2011-017
    Tamara
      SW IP Anomaly
    104
    110
    6
    0.20
    0.00RDDH2011-017
    Tamara
      SW IP Anomaly
    124
    130
    6
    0.14
    0.00


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SAMPLING METHOD AND APPROACHSampling Method, Nature, and Spacing

Concurrent with reconnaissance review of the main Rosario sulfide and oxide workings, Dr. 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 Dr. Gray, and remained exclusively in the possession of Dr. 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.

Drill core from the Phase 1 and Phase 2 drill programs was sampled in continuous 2m intervals. All drill core was halved using a diamond disk saw, with one half being sent for assay and the other being retained in a core library.

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 Dr. 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.

Drill core recovery exceeded 95% and samples collected are representative of the features being drill tested. Control samples, comprised of blanks, standards, and duplicates, were included in the sample stream as part of a quality assurance/quality
control (“QA/QC”) protocol. Dr. Gray reviewed the control sample data and concluded the drillhole data is reliable and meets industry standards for data quality.

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SAMPLE PREPARATION, ANALYSES, AND SECURITY

It is Dr. 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 Dr. Gray. Employees, officers, directors, or associates of the Corporation were not involved in sample collection or preparation. Samples collected in 2010 and
2011 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.

Production Data

SLM Rosario Una de la Sierra San Marcos, operating as Minera y Transportes 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. Dr.
Gray reviewed the ENAMI sales receipts which confirmed that Minera y Transportes 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 y Transportes 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. Dr. 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 Minera y Transportes Barahona. Dr. 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.

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BRIDGEPORT 2010 AND 2011 DIAMOND DRILL PROGRAM DATA

General

Throughout the drilling campaigns, Bridgeport implemented a quality assurance and quality control program appropriate for an exploration program. Results verify that the analytical results of the Bridgeport drilling programs are reliable and
suitable for economic evaluation of the project. Key components of the QA/QC program were: systematic insertion into the sample stream of blank samples and standards; analyses of duplicate samples; and independent confirmatory sampling, to confirm
validity of results. Approximately 7.5% of all samples submitted for assay by Bridgeport were control samples consisting of certified blanks, certified reference standards, field duplicates, and sample preparation duplicates. Additionally, ALS
Laboratories conducted their own same-lab duplicate assays on approximately 5% of all pulps.

Blanks

During the 2010 and 2011 diamond drill programs project geologists inserted blank samples into the sample stream at an interval of one blank sample approximately every 50 samples on irregular intervals. Blanks were inserted into the sample stream
such that they were preceded by zones interpreted to be mineralized. These blank samples are a useful indicator of potential sample preparation and/or analytical errors. Blank material was prepared from unmineralized andesite that crops out south of
the project area. Numerous representative samples of the andesite were analyzed by two independent labs, ALS and Acme Analytical, prior to initiation of the drill program. Assay results indicate that this material contains less than 5 ppb gold, with
a maximum of 7 ppb Au, a minimum of 1 ppb Au, a mean of 4 ppb (calculated setting <5 ppb assays to 2.5 ppb) and standard deviation of 2, thus this material is a suitable blank for quality control purposes.

Analyses of 46 blank samples returned three gold assays above 5 ppb with a maximum assay of 19 ppb gold and 5 assays exceeding 250 ppm copper with a maximum copper assay of 470 ppm (Table 3 and Figures 4 and 5). These blank samples are not
“certified” samples prepared by rigorous round robin laboratory testing of a bulk homogenized sample thus detection of gold or copper in these blank samples is not definitive proof of sample preparation or analytical errors, as the
possibility that the blank sample itself contains some gold cannot be completely discounted. Nonetheless, these blank samples are useful indicators of potential sample preparation and/or analytical errors. Blank samples that were immediately
preceded by significantly mineralized samples did not return elevated Au or Cu assays (Figures 6 and 7) indicating that sample preparation procedures are adequate to prevent possible contamination of samples.

48

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Table 3. Summary statistics, all blank samples.

Au ppm blank
    Cu ppm blankMean
    0.003
    221Std Error
    0.000
    8Median
    0.002
    210Mode
    0.001
    200Std Deviation
    0.003
    53Sample Variance
    0.000
    2,797Kurtosis
    18.905
    12Skewness
    4.137
    3Range
    0.018
    310Minimum
    0.001
    160Maximum
    0.019
    470Sum
    0.122
    10,170Count
    46
    46


49

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Figure 4 .Gold assays, blank samples.



Figure 5 .Copper assays, blank samples.

50

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Figure 6. Gold assays, blanks and samples immediately preceding blanks, 2010-2011 drill programs.



Figure 7. Copper assays, blanks and samples immediately preceding blanks, 2010-2011 drill programs.

51

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Standards

During the 2010 and 2011 diamond drilling program standards were inserted into the sample stream approximately every 40 samples. Three different standards of different gold grades were used. The standards were prepared and certified by CDN Resource
Laboratories Ltd. of Canada. The standards were in the form of pulps and were inserted into the sample stream after the laboratory had completed its sample preparation. Standards CM-5, CGS-21, and CGS-22 were used. A comparison of standard assay
results from ALS Chemex to the certified assay means for the standards indicates that the assays obtained during the 2010 and 2011 diamond drilling program are reliable, as shown in Figures 8 to 13.

Control standard failure was defined by a reported gold content outside of a 2 standard deviation range of the reference standard certified gold content. Two significant failures of control standard CGS-22 triggered an investigation into the cause
(Figures 16.10 and 16.11) . The analyses of the failed standards matched the expected results for standard CGS-21 and the failure was determined to be a result of a transcription or labeling error.

52

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Figure 8. ALS Chemex Au assay results on chart showing certified mean and 2X standard deviation range for standard CM-5.



Figure 9. ALS Chemex Cu assay results on chart showing certified mean and 2X standard deviation range for standard CM-5.

53

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Figure 10. ALS Chemex Au assay results on chart showing certified mean and 2X standard deviation range for standard CGS-21.



Figure 11. ALS Chemex Cu assay results on chart showing certified mean and 2X standard deviation range for standard CGS-21.

---



Figure 12. ALS Chemex Au assay results on chart showing certified mean and 2X standard deviation range for standard CGS-22.



Figure 13. ALS Chemex Cu assay results on chart showing certified mean and 2X standard deviation range for standard CGS-22.

55

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Field Duplicates – Rig Splits

Field duplicates collected at the drill rig were inserted into the sample stream at a ratio of one duplicate every 50 samples. A total of 42 field duplicates, equivalent to approximately 2% of all drill samples submitted by Bridgeport for assay,
were inserted into the drill sample stream. Field duplicates consist of a 1⁄4 sawn split of the drill core.. Field duplicates were submitted blind to the laboratory, i.e. the lab could not distinguish which samples were field duplicates.
Duplicates were submitted out of sequence with the original sample. To eliminate statistical noise associated with assays at or near the detection limit, for statistical evaluation of the data set and preparation of percent relative difference
plots, sample pairs with mean gold contents of less than 3 times the detection limit were excluded. The occurrence of chalcopyrite in course clots is clearly noted in the percent relative difference plots between originals and duplicates (Figure
14). High variances between originals and duplicates demonstrate the nugget effect of the course chalcopyrite mineralization. Only 70% of rig split duplicates have less than 30% absolute relative difference from originals Both relative and absolute
values of differences are highest at lower grade ranges. The rig split duplicates show no significant overall bias compared to originals (Figures 15 and 16 and embedded tables). Mean Au and Cu assays of the duplicates are 1.9 and 2.5% less
respectively than assays of the originals. The precision demonstrated by the rig split duplicates is within normal ranges expected for the style of mineralization observed at Rosario. The drillhole sampling data is reliable and adequate for
exploration purposes, but further investigation and quantification of repeatability of assays may be required if the data is to be used for rigorous resource estimation purposes.



Figure 14. Percentile plot absolute relative differences of field, preparation, and lab duplicates.

56

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Figure 15. Percent relative difference Au assay, rig splits.



Figure 16. Percent relative difference Cu assay, rig splits.

16.3.3.4 Sample Preparation Duplicates – Coarse Reject

57

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A total of 10 sample preparation duplicates, equivalent to approximately 0.5% of all drill samples submitted by Bridgeport for assay, were prepared and assayed by ALS. inserted into the sample stream. Preparation duplicates were prepared from a
split of course reject material at the prep lab. The database is too small to allow for meaningful statistical analysis, but the percentile rank plot of absolute relative differences between prep originals and duplicates shows higher repeatability
(Figure 14 and 17), as would be expected. The precision demonstrated by the coarse reject duplicates is within normal ranges expected for the mineralization style observed at Rosario. The data indicates the sampling is reliable and adequate for
exploration purposes.



Figure 17. Percent relative difference, Cu assay, coarse reject split.

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 Dr. 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

At the Rosario project, copper and gold mineralization is present as mantos, breccia bodies, intrusive hosted deposits, and structurally controlled deposits. In the mantos, the copper distribution follows the primary volcanic
stratification. The thickest manto zones currently known are only 20m thick but manto type mineralization appears to be present over at least a 150m stratigraphic thickness of the volcanic sequence, thus lending credence to a hypothesis that stacked
mantos may be discovered.

58

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Separate from the mantos, Cu mineralization is hosted by dioritic intrusions and intrusive and/or hydrothermal breccias. The Rosario mine decline into the >1% Cu sulfide zone is developed in such a zone. The morphology and dimensions of the
copper mineralization exposed in the decline are irregular and not understood, but even if the mineralized zone at the Rosario decline is small, its presence lends support for a significant target at the project comprised of a concealed mineralized
intrusive and related breccias.

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

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

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

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

The Rosario prospect is part of a Cu-Au mineralized system that merits additional drill testing. Drilling to date has intersected numerous, apparently discrete zones of Cu and Cu-Au mineralization controlled by both stratigraphic and structural
features. Drilling failed to demonstrate economically significant continuity of mineralization at the targets tested, however the data is permissive of the property hosting deposits of significance to Bridgeport at the Rosario South, Tamara, and
Trillador areas.

59

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RECOMMENDATIONSTarget Concepts

Future exploration efforts should focus on:

1.         
 Determining the relationship between the blind (concealed) mineralized
zone intersected in RDDH2011-015 in the Trillador Mine area and the copper
occurrences exposed 500 meters to the south in the Trillador concession.

2.          
Test the possible fault offsets of the mineralized zone intersected in
RDDH2010-008 to the south in the Tamara concession.

3.         
 Determine the relationship between the mineralized zones intersected in
RDDH2010-10 and 11 in the Rosario South area (conditional upon re-negotiating
favorable terms for re-acquiring the Rosario-Eliana-Julia concessions).

The Corporation believes these recommendations are appropriate
and will be followed should the Corporation move forward with these properties.

Summary of Report on the Nevada Portfolio

Set forth below is a description of the highest priority Nevada
Portfolio properties. Information for the Blackrock, Argentite, Bellview, and
Horsethief properties has been derived from the Nevada Report, which is included
herein with the consent of Matthew Gray, Ph.D., C.P.G on behalf of Resource
Geosciences de Mexico SA de CV. Dr. Gray is a qualified person who is
independent of the Corporation within the meaning of NI 43-101. The full text of
the Nevada Report is available on SEDAR at www.sedar.com. Information for the Hot Pot property has
been derived from technical evaluation reports prepared by Dr. Gray, which is
included with his consent.

BLACKROCK, ARGENTITE, BELLVIEW AND HORSETHIEF PROPERTIES

Set forth below is a description of the Blackrock, Argentite,
Bellview and Horsethief properties which comprise, in part, the Acquired Nevada
Properties, which summary has been derived from the Nevada Report.

Claims and Title

The map below shows the location of the Blackrock, Argentite,
Bellview and Horsethief properties which comprise, in part, the Nevada Portfolio
properties.

60

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Figure 1. Priority Nevada Portfolio Properties locations map

The Corporation holds the mineral rights for the Blackrock, Argentite, Bellview and Horsethief
properties as unpatented mining claims located on the public lands of the United
States. A private party acquires such mineral rights by the location of the
unpatented mining claims in accordance with the procedures prescribed in federal
and state laws. The claim owner must comply with federal laws and regulations
and state laws in order to maintain the mining claims in good standing. Under
federal law, the claim owner is obligated to pay a federal annual mining claim
maintenance fee in the amount of US$140 per mining claim. Additionally, under
Nevada law, the claim owner is directed to record annually an affidavit of
payment of the federal annual mining claims maintenance fee and notice of intent
to hold the mining claim. The claim owner must pay a fee of US$10.50 per mining
claim under current Nevada law. In March 2010, the State of Nevada enacted
Assembly Bill No. 6, which sought to balance the state budget by reducing
expenditures and increasing certain fees. Among those fee increases was a
one-time fee payable in conjunction with the annual filing of an affidavit of
the intent to hold a mining claim, with a tiered fee structure applied for
holders of 11 or more claims in Nevada. The fee ranges from $70 per claim for
holders of 11 to 199 claims up to $195 per mining claim for holders of 1,300 or
more claims as of the date of filing. The law authorizing these fees was
subsequently ruled unconstitutional and was voided. Fees paid by the Corporation
under terms of AB6 will be refunded, but the timing and mechanism of the refund
process has not yet been determined by the State.

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Blackrock Property

Property Description and Location

The Blackrock property is located in Lyon County, Nevada, at coordinates 287,888E, 4,342,914N UTM Zone 11 NAD83. The property is 47 kilometers southeast of Reno, Nevada and 27 kilometers east-northeast of the state capital Carson City, Nevada (see
Figure 1). The property area is 167.23 hectares (413.22 acres).

Surface Rights

The ownership of surface rights at the Blackrock property is Federal, administered by the U.S. Bureau of Land Management (“BLM”).

Mineralization

Historic artisanal small mines and exploration workings are present within the Blackrock property. Nearly all such workings are developed on zones of outcropping quartz veins or silicified andesite. No metals are currently produced from the
property.

Access, Climate, Infrastructure, and Physiography

The Blackrock property is located 27 kilometers east-northeast of the state capital of Carson City (see Figure 1). Access is by unsurfaced road from Dayton, Nevada, and may require use of an all wheel drive vehicle. Paved state Highway 50 passes
within 12 kilometers of the Blackrock property on the northwest side. Electric transmission lines follow Highway 50 and are as close as 12 kilometers to the project.

All basic services are available in Carson City. The property is unpopulated and an adequate supply of experienced labor for mining operations can be drawn from the region. The nearest commercial airport is located 27 kilometers west-southwest of
the property in Carson City. The Reno, Nevada airport is located 42 kilometers northwest of the property and is served by daily flights from major US cities.

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

The climate in the area is arid with total annual precipitation of 15.6 centimetres and seasonal temperatures ranging from an average annual high of 33oC in July and an average annual low temperature of -8 o Celsius in
December. Exploration activities may be conducted year round.

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

62

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History

The Blackrock property is located within the intensely explored
and productive gold producing terrain of the Great Basin. Historical records of
previous exploration efforts at the property are shown in Table 2.

Table 2. Exploration History Blackrock Property.

Company
    Year
    
    Type of Work
    CommentsUnknown
    1800s
    Au
    Adits
    Two
      adits along the structure (106m)Trenches
    Several trenches were completedBentinck and Lester
    1979
    Au
    Adits
    resampling the adits, old dumps,Placid Oil Company
    1985
    Au
    Rock
      Samples
    39
      rock samples collectedSoil
      Samples
    30
      soil samples collectedStream
      Sediment
    2
      stream sediment samplesVLF-EM
      Survey
    Discontinued due to weak signalsEcho
      Bay Exploration
    1986
    Au
    Rock
      sampling
    No
      resultsAqua
      Gold Resources
    1988
    Au
    Trenching
    Two
      trenches dug with a bulldozer;Almac Mineral Resources Inc.
    1989
    Au
    Further Sampling
    No available resultsIntegrated Resources
    1990
    Au
    Geological Mapping
    Grid
      workRock
      SamplingSoil
      SamplingVLF-EM
      SurveyTotal
      Field MagneticsTrenchingBaughman
    1999
    Au
    Staked
    Staked
      by Jerry as the ground was openRomarco Minerals Inc.
    1999
    Au
    Surface sampling
    61 rock samplesMeridian Gold Company
    1999
    Au
    Surface Sampling
    13 rock samples; all samples > 100 ppb AuTeck Resources Limited
    2000
    Au
    Geological MappingRock
      and soil sampling
    260
      rock samples collectedPetrological StudyFranco Nevada Corporation
    2001
    Au
    Surface Samples
    17 samplesPacific Rim Exploration Inc.
    2001
    Au
    Surface Samples
    11 rock samplesWestern Exploration
    2001
    Au
    Drilling
    4 RC
      dhMiranda Gold Corp.
    2001
    Au
    Surface Samples
    3
      samplesNew Dimension Resources Ltd.
    2008
    Au
    Drilling
    12 holes


63

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Geological Setting

Regional Geology of the Blackrock Property

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

Local Geology

The following discussion of project geology is based upon field examinations by Dr. Gray and a review of historic exploration data contained in the Fronteer project files.

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

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

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

Deposit Types

The exploration target recognized for the Blackrock property is a low sulfidation (referred to by some authors as quartz adularia) epithermal gold deposit, which has productive and economically important analogs in the region. Geologic
characteristics observed at Blackrock are consistent with a low sulfidation system.

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

64

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Low sulfidation deposits may be present as veins and/or disseminated deposits and hosted by intrusive, volcanic, and sedimentary rocks. Features common to such deposits include:

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

Mineralization

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

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

The only known drill testing of the project was conducted in 2001 by Western Exploration and in 2008 by New Dimension Resources, a publically traded Canadian exploration company. All drilling was concentrated on the southern end of the exposed vein.
The 2008 drilling tested a 400 meter strike length of the Blackrock vein at depths of less than 100 meters. The vein was reported to have been intersected in every drillhole and each drillhole yielded wide, low grade gold intercepts, which were
reported to include 38.1 meters @ 0.64 gpt in drillhole BR08-06 and 70.1 meters @ 0.21 gpt Au in drillhole BR08-03. The highest grade intercept was 1.5 meters @ 6.5 gpt Au. New Dimension Resources stated that these drill assay results were
consistent with the required disclosure rules outlined in NI 43-101. Dr. Gray has not reviewed the original drill logs nor assay certificates thus cannot comment on the accuracy of the reported drill results. The drill hole assay data was obtained
from sources believed to be reliable but cannot be verified and the 2008 drillhole data has not been independently confirmed by Dr. Gray. It is Dr. Gray’s opinion that although the 2008 drilling failed to define an economic resource it yielded
results of exploration significance. The reported drill data demonstrated:

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

65

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Field inspection of the area by Dr. Gray was completed on 14 and 20 October 2010, and was sufficient to confirm a 1,000 meter strike length of the silicified vein and outcrop, with true widths locally exceeding 15 meters. The vein is a multiphase
vein comprised of fine white and tan sugary crystalline silica crosscut by white sugary and chalcedonic quartz veins, often with an angular breccia texture. Dr. Gray sampled vein material and silicified footwall host rock to the vein and confirmed
that both the vein and the silicified wallrock locally contain elevated gold contents. Sample descriptions and gold assays are summarized in Table 3 and complete assay data is presented in Appendix B of the Nevada Report. The outcrop, surface rock
chip assays, and drillhole data validate a high grade “bonanza vein” target at the Blackrock prospect, exploitable by underground methods, analogous to the productive veins of the Comstock district. Dr. Gray believes that the potential
to host a bulk minable near surface deposit is low, but not precluded by the data.

Table 3. Sample descriptions and assay data for Blackrock property rock samples collected by M Gray.



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Figure 2. Map of Blackrock vein showing claims and rock chip sample gold assay data.

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Data Verification

Prior Exploration Campaigns

An extensive amount of exploration work has been completed on the Blackrock property. Nearly all of this work is historic in nature, and as such the reported results are not NI 43-101 compliant. Digital copies of data files from exploration programs
conducted prior to Bridgeport’s involvement with the project were reviewed by Dr. Gray. Data includes geologic maps, drillhole logs, drill sample assays, surface rock chip assays, and geophysical studies. Original documents are not available,
nor is drill core or witness samples from RC drilling. Much of the exploration work was completed decades ago, and reclamation of drill sites and the effects of time and weathering have combined to destroy monuments and physical evidence of
drillhole and surface sample locations. The only data that could be directly verified by Dr. Gray were geologic outcrop maps, some drillhole locations, and some outcrop rock chip sample assays.

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

Production Data

No significant historic production is reported from the Blackrock property.

Adjacent Properties

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

Metallurgical Testing

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

Mineral Resource Estimate

Data is insufficient to permit estimation of a mineral resource at the Blackrock property.

Other Relevant Data and Information

To the best knowledge of Dr. Gray, all relevant data has been presented in the Nevada Report.

Recommendations

Target Concepts

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

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

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

Outcrop and drillhole data validate a high grade bonanza vein
target at the Blackrock property, exploitable by underground methods, analogous
to the productive veins of the Comstock district. Dr. Gray believes that the
potential to host a bulk minable near surface deposit is low, but not precluded
by the data.

Exploration Program and Budget

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

| | 1. | Compilation of exploration data into a Geographical
      Information System (GIS) database.                                                                                                                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                           
| | 2. | Confirmatory program of geologic mapping and rock chip
      sampling.                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                           
| | 3. | Drill testing the projection of the vein structure at
      depths of 150 to 200 meters below surface at spacings of 150 meters along
      the strike projection of the vein. A total of 4,000 meters of RC drilling
      is recommended for the first phase drill test.

Completion of the recommended Phase 1 work program is estimated
to require 5 months and US$0.7M. A Phase 2 drill and resource modeling program
with a budget of US$1.0M would be conditional upon successful results from the
Phase 1 program. The timing of proposed expenditures includes approximately
US$1.5M in 2011 and US$0.2M in 2012, assuming the completion of Phase 2 is
warranted based upon prior results received.

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Table 4. Proposed exploration program and budget, Blackrock property.

|Phase
      1: Drilling program                             
|------------------------------------------------------------
|Phase
      2: Resource modeling and infill drilling program
|                                                            
|Item                                                        
|Lodging/Meals/Communications                                
|Geophysical
      Surveys (IP/Resistivity)                  
|Roads and Drill Pads                                        
|Resource Modeling                                           
|Drilling - Reverse Circulation                              
|Drilling - Diamond
      Drill Core                         
|Drilling - Core                                             
|Assays, drill
      samples                                 
|Assays, rock and soil                                       



Senior Geologist
    $14,625
    $29,250Project Geologists
    $63,000
    $52,500Technicians/Samplers
    $12,600
    $21,000Vehicles and Fuel
    $20,790
    $23,100Permits
    $15,000
    $15,000Field Supplies
    $40,000
    $40,000Travel Costs
    $12,000
    $24,000Environmental
      Costs/Reclamation
    $45,000
    $50,000Total
    $700,315
    $1,035,850Total Phase 1
      & Phase 2
    
    $1,736,165(1) Conditional upon positive result from Phase 1 program


The Corporation believes these recommendations are appropriate
and will be followed should the Corporation move forward with this property.

As of June 30, 2011, seven of ten planned Phase One drillholes
were completed at the Blackrock project.

Argentite Property

Property Description and Location

The Argentite property is in Esmeralda County, Nevada, at
coordinates 426,984E, 4,179,876N UTM Zone 11 NAD83. The property is 261
kilometers southeast of Reno, Nevada and 295 kilometers northwest of Las Vegas,
Nevada (see Figure 1). The property area is 159.01 hectares (392.93 acres).

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Figure 3. Claim block boundary, Argentite project showing limit of claims staked by Bridgeport.

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Surface Rights

The ownership of surface rights at the Argentite property is
Federal, administered by the BLM.

Mineralization

Historic artisanal small mines and exploration workings are
present within the Argentite property, developed on zones of outcropping quartz
veins. No metals are currently produced from any of the properties.

Access, Climate, Infrastructure, and Physiography

The Argentite property is located 261 kilometers southeast of
Reno, Nevada, 295 kilometers northwest of Las Vegas, Nevada, and 63 kilometers
southwest of Tonopah, Nevada (see Figure 1). Access is by unsurfaced road from
Silver Peak or Dyer, Nevada, and may require use of an all wheel drive vehicle.
Paved state Highway 264 passes within 23 kilometers of the property on the west
side. Electric transmission lines that service Dyer, Nevada are as close as 24
kilometers to the project.

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

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

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

The climate in the area is arid with total annual precipitation
of 11.0 centimetres and seasonal temperatures ranging from an average annual
high of 36oC in July and an average annual low temperature of
-8oC in December. Exploration activities may be conducted year
round.

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

History

The Argentite property is located within the intensely explored
and productive gold producing terrain of the Great Basin and has been previously
explored. Historical records of previous exploration efforts at the Argentite
property are shown in Table 5.

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Company
    Year
    Com.
    Type of Work
    CommentsUnknown
    1920s
    Au
    Prospecting
    Identified mineralizationAu
    Pits, Shafts, Drifts
    Several small prospect pits; two 30-foot shafts; Drift on small low
      grade showingWWII
    Mn
    ProspectingMinerals
      Exploration
    1960s
    Ag
    
    Briefly investigated the areaCompany & Hecla MiningSunshine Mining Company
    1970s
    Unknown
    Geochemical Surveys
    No
      dataUS
      Government
    1980s
    --
    Geological Mapping
    Government Geology Map (1:63,360)Amoco Minerals Comp.
    1979
    Ag, Zn
    Rotary Drilling
    14 RC dh (5,655ft); Ag and Zn intersectionHunt, Ware, and Proffett
      (Freeport Exploration)
    1981
    Ag, Au
    GeochemistryRC Drilling
    10 RC dh (1,855ft)Camnor
    1997
    Au
    Drilling
    12 RC
      dhSurface MappingCordex
    2004
    Au
    RC
      Drilling
    4 RC
      dh (1,324 m)


Geological Setting

Regional Geology of the Argentite Property

The Argentite property lies within the Walker Lane geologic
province, which occurs at the western edge of the Great Basin physiographic
province and separates the Great Basin from the Sierra Nevada batholith and
structural block to the west. See Blackrock Property  Geological Setting 
Regional Geology of the Blackrock Property.

Local Geology

The following discussion of project geology is based upon field
examinations by Dr. Gray and a review of historic exploration data contained in
the Fronteer project files.

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

Deposit Types

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

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

Low sulfidation deposits may be present as veins and/or disseminated deposits and hosted by intrusive, volcanic, and sedimentary rocks. Features common to such deposits include:

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

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

High sulfidation gold-silver deposits may be present as veins and/or disseminated deposits. Some of the most intensely studied and described high sulfidation deposits (“HS deposit”) include Summitville, Colorado; Goldfield, Nevada;
Lepanto, Philippines; and Julcani, Peru. Based upon these studies and others, excellent compilations of general characteristics and genetic and empirical models have been presented. General characteristics of high sulfidation deposits include:

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

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

74

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Mineralization

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

Work by previous project operators Camnor Resources Ltd. (“Camnor”), Cordex Exploration Co. (“Cordex”), and Fronteer partially tested the epithermal gold system exposed in Argentite Canyon and identified hot spring sinter
deposits that crop out at elevations 140 meters above the canyon floor. Rock chip samples of the silicified zone exposed in the adit were reported by Camnor to yield as much as a 17 meter width assaying greater than 3.7 gpt Au. Samples collected
from silicified and brecciated outcrops in Argentite Canyon were reported to yield as much as 3.3 gpt Au. The sinters were reported to contain geochemically anomalous concentrations of Au, As, Sb, and Hg. The historic rock chip assay data has not
been independently confirmed by Dr. Gray but was obtained by exploration groups and personnel known to Dr. Gray and believed to be credible. Dr. Gray conducted independent sampling of the silicified zones exposed in Argentite Canyon and of the
sinters cropping out above the canyon on the east side. The results verify that the silicified structural zones contain significant gold concentrations and that the sinters are geochemically anomalous. Dr. Gray’s samples across the silicified
breccias zones exposed in Argentite Canyon yielded as much as 1.9 gpt Au over a width of 1.5 meters. Dr. Gray’s sample of quartz vein material from the dump at the adit yielded 17.6 gpt Au and his samples of the sinter returned assays of 0.03
gpt Au and as much as 286 ppm Sb. In cases where samples were collected at a sample site marked from prior sampling by Fronteer, gold assays matched those reported by Fronteer.

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

Table 6. Sample descriptions and assay data for Argentite property rock samples collected by Gray.



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During the field review mineralized zones exposed in Argentite Canyon and hydrothermal silica sinter outcrops on the east side of the canyon were visited. High angle silicified and quartz veined zones were observed in the canyon bottom, and low
temperature chalcedonic silica replacement deposits and sinters were seen 140 meters above the canyon floor on the east side. The sinters comprise bedded laminated sinter, low temperature chalcedonic silica replacement of sediments possibly
deposited contemporaneously with the sinters, and sinter cemented sinter breccias. Accumulated thicknesses of as much as 15 meters of sinter and related high level silicified sediments were observed at elevations of 7,880 feet. Geologic mapping by
Cordex indicates that the sinters extend for at least 2,500 feet along a northwest trend.

Data Verification

Prior Exploration Campaigns

An extensive amount of exploration work has been completed on the Argentite property. Nearly all of this work is historic in nature, and as such the reported results are not NI 43-101 compliant. Digital copies of data files from exploration programs
conducted prior to Bridgeport’s involvement with the project were reviewed by Dr. Gray. Data includes geologic maps, drillhole logs, drill sample assays, surface rock chip assays, and geophysical studies. Original documents are not available,
nor is drill core or witness samples from RC drilling. Much of the exploration work was completed decades ago, and reclamation of drill sites and the effects of time and weathering have combined to destroy monuments and physical evidence of
drillhole and surface sample locations. The only data that could be directly verified by Dr. Gray were geologic outcrop maps, some drillhole locations, and some outcrop rock chip sample assays.

76

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

Production Data

No significant historic production is reported from the Argentite property.

Adjacent Properties

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

Metallurgical Testing

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

Mineral Resource Estimate

Data is insufficient to permit estimation of a mineral resource at the Argentite property.

Other Relevant Data and Information

To the best knowledge of Dr. Gray, all relevant data has been presented in the Nevada Report.

Recommendations

Target Concepts

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

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

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

77

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

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

Exploration Program and Budget

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

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

Dr. Gray recommends completion of a recommended work program
that is estimated to require 8 months and approximately US$0.8M. A Phase 2 drill
and resource modeling program with a budget of US$1.0M would be conditional upon
successful results from the Phase 1 program. The timing of proposed expenditures
includes approximately US$1.4M in 2011 and US$0.4M in 2012, assuming the
completion of Phase 2 is warranted based upon prior results received.

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Table 7. Proposed exploration program and budget, Argentite
property.

Phase
      1: Drilling programPhase
      2: Resource modeling and infill drilling programTotal Cost (US$)Item
    Phase 1
    Phase 2 (1)Lodging/Meals/Communications
    $31,500
    $42,300Geophysical
      Surveys (IP/Resistivity)
    $150,000
    $-Roads and Drill Pads
    $50,000
    $75,000Resource Modeling
    $-
    $75,000Drilling - Reverse Circulation
    $246,000
    $410,000Drilling - Diamond
      Drill Core
    $-
    $-Drilling  Core
    $-
    $-Assays, drill
      samples
    $60,000
    $100,000Assays, rock and soil
    $-
    $-Senior Geologist
    $29,250
    $29,250Project Geologists
    $73,500
    $63,000Technicians/Samplers
    $25,200
    $25,200Vehicles and Fuel
    $30,030
    $27,720Permits
    $15,000
    $25,000Field Supplies
    $40,000
    $40,000Travel Costs
    $24,000
    $24,000Environmental Costs/Reclamation
    $50,000
    $75,000Total
    $824,480
    $1,011,470Total Phase 1 & Phase 2
    
    $1,835,950(1)
      Conditional upon positive result from Phase 1 program


The Corporation believes these recommendations are appropriate
and will be followed should the Corporation move forward with this property.

As of June 30, 2011 the Corporation had completed a soil
geochemical survey and ground magnetometry survey over a portion of the claim
block.

Bellview Property

Property Description and Location

The Bellview property is located in White Pine County, Nevada,
at coordinates 616,828E, 4,438,341N UTM Zone 11 NAD83. The property is 363
kilometers east-northeast of Reno, Nevada, and 85 kilometers south-southeast of
Elko, Nevada (see Figure 1). The property area is approximately 1095 hectares
(443 acres).

Surface Rights

The ownership of surface rights at the Bellview property is
Federal, administered by the US National Forest Service.

Mineralization

Historic artisanal small mines and exploration workings are
present within the Bellview property. Nearly all are developed on zones of
outcropping quartz veins or silicified carbonates (jasperoids). No metals are
currently produced from the property.

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Access, Climate, Infrastructure, and Physiography

The Bellview property is located 363 kilometers east-northeast
of Reno, Nevada and 85 kilometers south-southeast of Elko, Nevada (see Figure
1). Access is by highway 228, unsurfaced United States Forest Service (USFS)
road 114, and Cherry Springs Road, and may require use of an all wheel drive
vehicle. Paved state Highway 264 passes within 23 kilometers of the property on
the west side.

All basic services are available in Elko. The project area is
unpopulated. An adequate supply of experienced labor for mining operations can
be drawn from the region. The nearest commercial airport is located in Elko,
with turboprop commuter flight connections to Salt Lake City.

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

The climate in the area is temperate with total annual
precipitation of 33.2 centimetres and seasonal temperatures ranging from an
average annual high of 31oC in July and an average annual low
temperature of -10oC in January, as measured at meteorological
station Ruby Lake Nevada 267123 located at 40° 12 N, 115° 30 W, 1,831 meters
ASL. Snowfall in the period December to March may preclude exploration
activities.

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

History

The Bellview property reviewed is located within the intensely
explored and productive gold producing terrain of the Great Basin and has been
previously explored. Historical records of previous exploration efforts at the
Bellview property are shown in Table 8.

Table 8. Exploration History Bellview Property.

Company
    Year
    
    Type of Work
    CommentsUnknown
    1951- 1954
    Pb- Zn
    Mining
    Small, pits, shafts, and adits; 10% Pb and 1
      oz/ton AgKohlmoos and Zilich
    1970
    Au
    Stake Claims
    Claim StakingArctic Precious Metals Inc.
    1979
    Au
    Optioned1980- 1985
    Au
    Soil and Rock SamplingVLF-EM
      Survey1983
    Mapping
    Produced a 1:200 scale outcrop mapDrilling
    95 RC
      Drillholes (15,557ft)Resource
    500,000 tons @ 0.034 opt Au NOT NI
      43-101 COMPLIANTSilver State
    1986
    Au
    Drilling
    10 vertical dh (1,105ft)Mining CompanyPegasus Gold Inc.
    1987
    Au
    Rock
      Chip
    Across
      jasperoid areasSoil
      Sampling


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Teck Resources Limited
    1987- 1991
    Au
    Rock
      Chip SamplingTFM
      Survey
    TFM
      Survey;Geologic Mapping
    1:1000
      and 1:200 scale mapsDrilling
    68 RC
      dh (10,630ft)Resource
    1.12 m tons @ 0.031 opt Au( 0.96 g/t - 34,720
      Au); NOT NI 43-101 COMPLIANTWestern States Minerals
      Corp.
    1991- 1999
    Au
    Geologic Mapping
    Mapping at 1:500 scale;Rock
      Chip
    With
      mapping in 1999Soil
      Geochemistry1991
    
    Drilling
    3 RC
      dh (1,410 ft)1993
    
    Drilling
    21 RC
      dh (9,595 ft)1995
    
    Drilling
    2 RC
      dh (800 ft)Homestake Mining Company
    1996
    Au
    Drilling
    6 RC dh (2,835 ft)Lyle
      Campbell
    1980s
    Au
    Drilling
    20 RC
      holes Cherry Springs area, results unknown


Geological Setting

Regional Geology of the Bellview Property

The Bellview property lies within the north central Great
Basin. The region of the Bellview property is underlain by Archean and
Proterozoic crystalline basement which was rifted in Proterozoic time, forming a
rifted continental margin west of the project area. Orogenic contractional
deformation associated with the Late Paleozoic Sonoma orogeny thrust
allochthonous blocks of western deepwater sedimentary strata, the Roberts
Mountains and Golconda allochthons, onto the eastern shallow continental shelf
facies sedimentary strata. Middle, Late Jurassic, Early Cretaceous, and Late
Cretaceous orogenies associated with an east dipping subduction zone resulted in
further displacement of the older allochthons and compressional events were
followed by intervening periods of relaxation and extension. Extensional
deformation has affected the area since the Late Eocene, with extension
direction changing from northwest-southeast in the late Eocene to
west-southwest-east-northeast in the late Eocene and middle Miocene, then to
northwest-southeast in the late Miocene to present. Subduction related
calc-alkaline magmatism affected the region in Middle and Late Jurassic,
Cretaceous, Late Eocene, and middle Miocene time. Magmatic activity from Late
Miocene to the present has been dominated by rift related tholeiitic bimodal
magmatism.

Local Geology

The following discussion of project geology is based upon field
examinations by Dr. Gray and a review of historic exploration data contained in
the Fronteer project files.

The Bellview property is underlain by a series of Lower and
Middle Cambrian limestones, shales, and dolostones.

It has been reported that dioritic, fine-grained, equigranular
to medium-grained, weakly porphyritic dikes are found throughout the property.
The main fault orientations at Bellview have been described as follows:

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

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

The Bellview property has been described as a complex of folded
folds, with the elliptical exposure of the Eldorado Dolomite representing the
core of a refolded, doubly plunging anticline. Small-scale, broad folds or warps
trending west-northwest and northeast throughout the property have been mapped.

It has been reported that the Secret Canyon and overlying units
on the east side of the Eldorado exposures strike mostly to the north and dip
moderately to the east. Northwest of the resource area, medium to thick-bedded
limestones dip from between 37 and 62 degrees west and postulated an anticlinal
fold in the center of the property area.

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

Deposit Types

The exploration target recognized for the Bellview property is
a Carlin-type deposit, here defined as a sedimentary rock hosted, structurally
and lithologically controlled gold deposit of moderate to low temperature of
formation. Divergent ideas for the formation of Carlin-type deposits have been
proposed ranging from a distal magmatic hydrothermal origin; to formation from
hydrothermal fluids generated by regional metamorphic processes; to an amagmatic
origin related to regional fluid circulation due to crustal extension. Although
the genesis of the Carlin deposits is a matter of dispute, the general
characteristics of the deposits are not, and are summarized as follows:

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

Mineralization

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

| | 1. | A large continuous area of jasperoid replaced Eldorado
      Dolomite exposed in the low hills on the westflank of the Ruby Mountains, beginning at Buck Spring and
      roughly bounded by Walker Canyon to the north and bounded to the south by
      the southwest-draining unnamed arroyo located immediately south of Water
      Canyon. The historic resource was discovered in the northern portion of
      this jasperoid zone in the Secret Canyon shales immediately overlying the
      jasperoid. The area including the northernmost jasperoid is herein
      referred to as the resource zone.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 2. | A 400 x 200 meter area of jasperoid replaced Secret
      Canyon silty strata located in Cherry Springs Canyon at approximately
      7,000 feet elevation, herein referred to as the Cherry Springs
    zone.                                                                                                                                                                                                                                                                                                                                                                                                   

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

During the last 30 years the property has been explored and
drill tested by several operators. Geologic mapping, geochemical sampling,
geophysical surveys, and several drilling programs have been completed. It has
been reported that a total of 225 exploration drillholes have been completed at
the property.

83

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Table 9. Sample descriptions and assay data for Bellview
project rock samples collected by M. Gray and Solis.



84

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Figure 4. Historic drillhole location map, Bellview
property.

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Table 10. Historic drill programs, Bellview prospect.

Company
    Year
    Drillholes
    Assays Available
    CommentLyle Campbell
    1980s
    20 drillholes
    No
    Drilled at what are now Fronteers Skylark
      claims, no data available.Artic Precious Metals
    1980 to 1985
    95 rotary and reverse circulation drillholes
      totaling 4,741m
    Yes
    Defined geologic resource of ~500,000 tons @
      0.034 opt Au. NOT NI 43-101 COMPLIANT.Silver State Mining
    1986
    10 drillholes totaling 336 m
    Yes
    Infill drilling within resource area.Teck Resources Limited
    1987 to 1991
    68 reverse circulation drillholes totaling
      3,240m
    Yes
    Mostly infill drilling within resource area.
      Calculated resource of 1.12M tons @ 0.031 opt Au (~34,000 ounces). NOT
      NI 43- 101 COMPLIANT.Western States Minerals
    1991 to 1999
    26 reverse circulation drillholes totaling
      3,598m
    YesHomestake
    1996
    6 reverse circulation drillholes totaling 864m
    Yes
    Tested geophysical and conceptual targets.


The most significant work is that of Teck Resources Limited
(Teck) in the period from 1987 to 1991, when Teck drilled a gold resource
estimated to contain 1,120,000 tons of ore grading 0.031 opt Au, using a 0.015
opt cutoff, for a total of 34,720 contained ounces of gold. Insufficient
information is available regarding the procedures used to create the historic
resource estimate to determine if it is compliant with the protocols set forth
by NI 43-101. The resource estimate has not been independently verified. Dr.
Gray has not reviewed the original drill logs, assay certificates, or resource
model thus cannot comment on the accuracy of the reported drill results or
resource estimate. The data was obtained from sources believed to be reliable
but cannot be verified and the historical drillhole data and resource estimate
has not been independently confirmed by Dr. Gray thus should not be used in
economic assessments of the projects value.

The mineralization was reported to be contained within the
lowermost strata of the Secret Canyon Shale, immediately above the contact with
the underlying jasperoid replaced Eldorado Dolomite. Lyle Campbell is reported
to have drilled 20 RC drillholes in the Cherry Springs jasperoid area in the
1980s. All that is known to Dr. Gray about these drillholes is that they were
vertical and ranged from 125 to 465 feet in depth, with most less than 300 feet.
Assay data is not available for these drillholes.

Data Verification

Prior Exploration Campaigns

An extensive amount of exploration work has been completed on
the Bellview property. Nearly all of this work is historic in nature, and as
such the reported results are not NI 43-101 compliant. Digital copies of data
files from exploration programs conducted prior to Bridgeports involvement with
the project were reviewed by Dr. Gray. Data includes geologic maps, drillhole
logs, drill sample assays, surface rock chip assays, and geophysical studies.
Original documents are not available, nor is drill core or witness samples from
RC drilling. Much of the exploration work was completed decades ago, and
reclamation of drill sites and the effects of time and weathering have combined
to destroy monuments and physical evidence of drillhole and surface sample
locations. The only data that could be directly verified by Dr. Gray were
geologic outcrop maps, some drillhole locations, and some outcrop rock chip
sample assays.

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

86

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Production Data

No significant historic production is reported from the Bellview property.

Adjacent Properties

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

Metallurgical Testing

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

Mineral Resource Estimate

Data is insufficient to permit estimation of a mineral resource at the Bellview property.

The historical resource estimate for the Bellview property is discussed in the History and Mineralization chapters of the Nevada Report. Insufficient information is available regarding the procedures used to create the historic Bellview resource
estimate to determine if it is compliant with the protocols set forth by NI 43-101. The resource estimate and has not been independently verified. Dr. Gray has not reviewed the original drill logs, assay certificates, or resource model thus cannot
comment on the accuracy of the reported drill results or resource estimate. The data was obtained from sources believed to be reliable but cannot be verified and the historical drillhole data and resource estimate has not been independently
confirmed by Dr. Gray thus should not be used in economic assessments of the project’s value.

Other Relevant Data and Information

To the best knowledge of Dr. Gray, all relevant data has been presented in the Nevada Report.

Recommendations

Target Concepts

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

The Bellview property has been explored and drill tested by several operators. Geologic mapping, geochemical sampling, geophysical surveys, and several drilling programs have been completed. Fronteer has compiled the historic data into an integrated
GIS database, conducted additional field studies, and subsequently developed three target zones proposed for drill testing, summarized as:

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

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

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

88

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Figure 5. Bellview property drill target map.

89

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Exploration Program and Budget

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

| | 1. | Expansion of the property concession package to include
      100% of the historic resource and areas peripheral to the three defined
      drill targets.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                           
| | 2. | Drill testing of all three target areas defined by
      Fronteer. A 4,500 foot RC drill program should be an adequate first
      test.                  

Completion of the recommended work program is estimated to
require 6 months (assuming permits obtained in 4th quarter 2010) and
approximately US$0.8M. A Phase 2 drill and resource modeling program with a
budget of US$1.0M would be conditional upon successful results from the Phase 1
program. The timing of proposed expenditures includes approximately US$1.3M in
2011 and US$0.5M in 2012, assuming the completion of Phase 2 is warranted based
upon prior results received.

Table 11. Proposed exploration program and budget, Bellview
property.

Phase
      1: Drilling programPhase
      2: Resource modeling and infill drilling programTotal Cost (US$)Item
    Phase 1
    Phase 2(1)Lodging/Meals/Communications
    $36,000
    $36,000Geophysical
      Surveys (IP/Resistivity)
    $-
    $-Roads and Drill Pads
    $40,000
    $100,000Resource Modeling
    $-
    $75,000Drilling - Reverse Circulation
    $369,000
    $328,000Drilling - Diamond
      Drill Core
    $-
    $-Drilling - Core
    $-
    $-Assays, drill
      samples
    $90,000
    $80,000Assays, rock and soil
    $-
    $-Senior Geologist
    $29,250
    $29,250Project Geologists
    $52,500
    $52,500Technicians/Samplers
    $21,000
    $21,000Vehicles and Fuel
    $23,100
    $23,100Permits
    $15,000
    $100,000Field Supplies
    $40,000
    $40,000Travel Costs
    $24,000
    $24,000Environmental Costs/Reclamation
    $40,000
    $100,000Total
    $779,850
    $1,008,850Total Phase 1 & Phase 2
    
    $1,788,700(1)
      Conditional upon positive result from Phase 1 program


The Corporation believes these recommendations are appropriate and will be followed should the Corporation move forward with this property.

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Horsethief Property

Property Description and Location

The Horsethief property is located in Lincoln County, Nevada, at coordinates 741,187E, 4,211,966N UTM Zone 11 NAD83. The property is 223 kilometers northeast of Las Vegas, Nevada, and 19 kilometers northeast of Pioche, Nevada (see Figure 1). The
property area is 802.68 hectares (1,983.47 acres).

Surface Rights

The ownership of surface rights at the Horsethief property is Federal, administered by the BLM.

Mineralization

Historic artisanal small mines and exploration workings are present within the Horsethief property. Nearly all are developed on zones of outcropping quartz veins or silicified carbonates (jasperoids). No metals are currently produced from the
property.

Access, Climate, Infrastructure, and Physiography

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

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

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

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

The climate in the area is semi arid with total annual precipitation of 30.2 centimetres and seasonal temperatures ranging from an average annual high of 31oC in July and an average annual low temperature of -13oC in January.
Snowfall in the period December to February may preclude exploration activities.

Vegetation in the area consists of piñon-juniper forest.

History

The Horsethief property is located within the intensely explored and productive gold producing terrain of the Great Basin and has been previously explored. Historical records of previous exploration efforts at the Horsethief property are shown in
Table 12.

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Table 12. Exploration History Horsethief Property.

Company
    Year
    Com
    Type of Work
    CommentsCanyon Resources Corp
    1981
    Au
    Rock sampling
    190 samples collectedUnknown
    Historical
    Au
    Mining
    Two 25
      foot shafts and a few shallow pitsCanyon Resources Corp
    1981
    Au
    Rock sampling
    46 rock samples collected by Labradex
      Corporation for CanyonCopper Range Exploration
    1982- 1984
    
    Drilling
    40 RC
      dh (13,890 ft)Au
    Geological Mapping
    1 week
      programRock
      Chip Sampling
    20
      samples collectedNovaGold Resources Inc.
    1987
    Au
    Hand Drill Sampling
    No results


Geological Setting

Regional Geology of the Horsethief Property.

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

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

Local Geology

The following discussion of project geology is based upon field
examinations by Dr. Gray and a review of historic exploration data contained in
the Fronteer project files.

The Horsethief property is centered upon a narrow, northwest
trending horst of dolostone and limestone strata exposed through an erosional
window in overlying Tertiary volcanic strata. The window, or area of exposed
carbonates, is approximately 4.7 kilometers long and 400 to 1,300 metres wide.
The surrounding Tertiary volcanic rocks comprise ash flow tuffs, air fall tuffs,
flows, flow breccias, lahars and waterlain tuffs and have been mapped by the
NBMG as undifferentiated Tertiary volcanics. The carbonate strata have been
interpreted as Upper Cambrian strata of the Dunderberg Shale. Bedding of
limestone and dolostone observed in outcrop dips gently to the northeast. An
east-west trending zone of pervasive silicification of carbonate, mapped as
jasperoid, covers an area of approximately 1,200 x 200 meters and was recognized
by both the Nevada Bureau of Mines and Geology (NBMG) and Canyon Resources,
and the latter mapped north-northwest trending shear zones cutting the
carbonates and postulated an east-west high angle structure as a control of
development of jasperoid. Igneous rocks are not exposed in outcrop but drill
logs for rotary drillholes completed by Canyon Resources describe intercepts of
altered felsic dikes.

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Deposit Types

The exploration target recognized for the Horsethief property is a Carlin-type deposit, here defined as a sedimentary rock hosted, structurally and lithologically controlled gold deposit of moderate to low temperature of formation. Divergent ideas
for the formation of Carlin-type deposits have been proposed ranging from a distal magmatic hydrothermal origin; to formation from hydrothermal fluids generated by regional metamorphic processes; to an amagmatic origin related to regional fluid
circulation due to crustal extension. Although the genesis of the Carlin deposits is a matter of dispute, the general characteristics of the deposits are not, and are summarized as follows:

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

Mineralization

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

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

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

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Table 13. Sample descriptions and assay data for Horsethief property rock samples collected by Gray and Solis.



Data Verification

Prior Exploration Campaigns

An extensive amount of exploration work has been completed on the property. Nearly all of this work is historic in nature, and as such the reported results are not NI 43-101 compliant. Digital copies of data files from exploration programs conducted
prior to Bridgeport’s involvement with the project were reviewed by Dr. Gray. Data includes geologic maps, drillhole logs, drill sample assays, surface rock chip assays, and geophysical studies. Original documents are not available, nor is
drill core or witness samples from RC drilling. Much of the exploration work was completed decades ago, and reclamation of drill sites and the effects of time and weathering have combined to destroy monuments and physical evidence of drillhole and
surface sample locations. The only data that could be directly verified by Dr. Gray was geologic outcrop maps, some drillhole locations, and some outcrop rock chip sample assays.

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

Production Data

No significant historic production is reported from the Horsethief property.

Adjacent Properties

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

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Metallurgical Testing

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

Mineral Resource Estimate

Data is insufficient to permit estimation of a mineral resource at the Horsethief property.

Other Relevant Data and Information

To the best knowledge of Dr. Gray, all relevant data has been presented in the Nevada Report.

Recommendations

Target Concepts

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

A joint venture between Canyon Resources and Copper Range explored the property in the period 1981 to 1984. Their mapping and sampling identified large areas of variably auriferous jasperoid. The drill campaigns identified a gold mineralized zone in
jasperoid interpreted to be controlled by an E-W striking structure, and a separate disseminated gold zone south of the jasperoid zone, hosted in silty limestones. A soil geochemical survey completed by Fronteer in 2010 identified soil gold
anomalies associated with the outcropping jasperoid, but importantly also identified anomalies south and east of the drill tested jasperoid zone. Figure 22.2 on page 99 of the Nevada Report presents the drillhole intercept grade- thickness data
plotted on a surface plan view (the length of an intercept in meters is multiplied by its gold grade in ppm and the subsequent result is plotted at the location of the drillhole that hosts the intercept) for the main jasperoid zone and a plot of the
soil gold data for the same area. The grade x thickness map is consistent with an east-west control to mineralization and the mineralized trend projects beyond the limits of the drill pattern. The soil gold assay data indicates that additional
mineralized zones may be present to the south and southeast of the main jasperoid zone. The drillhole and soil assay data indicate potential for the gold mineralized zone to extend both east and west of the drilled jasperoid zone, into areas where
the sedimentary strata are concealed by volcanic rocks, and to the south and southeast. The 1981 to 1984 drill campaigns failed to define a significant gold resource in the outcropping jasperoid, however, in many Carlin-type systems, auriferous
jasperoids are present but do not comprise the economically significant orebody. Dr. Gray regards the auriferous jasperoid at Horsethief as a positive indication that a significant mineralized system was active at the property, thus the property
remains prospective for gold deposits hosted by favorable sedimentary strata beneath the level of current outcrop exposure or drill testing, and for the discovery of gold deposits along the trend of the mineralized zone where it projects under
volcanic cover rock.

Exploration Program and Budget

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

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

Completion of the estimated work program is estimated to
require 8 months and approximately US$0.8M. A Phase 2 drill and resource
modeling program with a budget of approximately US$0.4M would be conditional
upon successful results from the Phase 1 program. The timing of proposed
expenditures includes approximately US$0.9M in 2011 and US$0.3M in 2012,
assuming the completion of Phase 2 is warranted based upon prior results
received.

Table 14. Proposed exploration program and budget,
Horsethief Property

Phase
      1: Drilling programPhase
      2: Resource modeling and infill drilling programTotal Cost (US$)Item
    Phase 1
    Phase 2(1)Lodging/Meals/Communications
    $24,300
    $14,100Geophysical Surveys (IP/Resistivity)
    $100,000
    $-Roads and Drill
      Pads
    $40,000
    $20,000Resource Modeling
    $-
    $75,000Drilling - Reverse
      Circulation
    $328,000
    $164,000Drilling - Diamond Drill Core
    $-
    $-Drilling - Core
    $-
    $-Assays, drill samples
    $80,000
    $40,000Assays, rock and
      soil
    $-
    $-Senior Geologist
    $14,625
    $4,875Project Geologists
    $63,000
    $21,000Technicians/Samplers
    $12,600
    $8,400Vehicles and Fuel
    $20,790
    $9,240Permits
    $15,000
    $20,000Field Supplies
    $40,000
    $15,000Travel Costs
    $12,000
    $4,000Environmental
      Costs/Reclamation
    $40,000
    $20,000Total
    $790,315
    $415,615Total Phase 1
      & Phase 2
    
    $1,205,930


(1) Conditional
      upon positive result from Phase 1 program


The Corporation believes these recommendations are appropriate
and will be followed should the Corporation move forward with this property.

As of June 30, 2011, the Corporation had completed a soil
geochemical survey, terrestrial induced polarization/resistivity survyes, and a
ground magnetic survey over the claim block.

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General

Environmental Liability

Potential environmental liabilities associated with the
historic exploration at the Blackrock, Argentite, Bellview and Horsethief
properties have not been investigated or verified by Dr. Gray or RGM, but no
significant environmental liabilities are apparent. Small abandoned shafts and
unmineralized rock piles are present but there is no evidence of acid drainage.
Old drill roads and drill pads at the properties have been adequately reclaimed
by previous explorers. There are no plant facilities present within the project
areas, nor are tailings piles present.

Permits

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

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

Basic exploration activities, including road construction and
drilling, on BLM lands can typically be permitted in 15 days.

Exploration activities at the Bellview property are subject to
regulation by the USFS. Surface management regulations prescribed for
exploration on USFS lands, as summarized by the Nevada Bureau of Mines and
Geology require:

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

Basic exploration activities, including road construction and
drilling, on USFS lands can typically be permitted in 12 months.

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Exploration

The Corporation has not conducted any field based exploration on any of the properties which are the subject of the Nevada Report, beyond the confirmatory visits and reconnaissance mapping and sampling completed by Dr. Gray and Solis.

Drilling

No drilling campaigns have been conducted on any of the Blackrock, Argentite, Bellview or Horsethief properties by Bridgeport.

Sampling Method and Approach

Sampling Method, Nature, and Spacing

Surface Rock Chip Samples

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

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

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 Dr. 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.

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Sample Preparation, Analyses, and Security

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

Personnel

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

Bridgeport Resources Sampling Program

Sample Security/Chain of Custody

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

Sample Preparation by ALS Chemex

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

ALS Chemex reports the following preparation method: Each sample was dried and the entire sample was crushed to better than 70% passing a 2 millimetres (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.

Analytical Techniques used by ALS Chemex

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

All other applicable elements were analyzed utilizing four acid digestion (HF-HNO3-HClO4 acid digestion and HCl leach) and Inductively Coupled Plasma - Atomic Emission Spectroscopy methods (ALS Chemex procedure ME-ICP61).

OTHER NEVADA PORTFOLIO PROPERTIES

The Nevada Portfolio also includes six additional properties known as the Hot Pot, Fri Gold, Columbia, Kobeh, Ashby and East Walker properties. Summaries of each of these six additional properties are set forth below, together with the
Corporation’s proposed 2011 exploration program for each such property. The aggregate expenditures allocated to explore these properties over the ensuing 12 months is $5 million.

Hot Pot

The Hot Pot property is located 273 kilometers northeast of Reno and 49 kilometers east-southeast of Winnemucca, in Humboldt County, Nevada. The property is comprised of 36 unpatented mining claims which are all located on BLM land. An aggregate 3%
NSR is held by Fronteer and certain other third parties with regard to the Hot Pot property.

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No mineralization is known to occur at the Hot Pot property. The property is considered prospective because of its location on a regional mineralized trend. It is proximal to and in between the Lone Tree and Twin Creeks gold mines which host high
tonnage, low grade, sediment-hosted gold deposits occurring along the Battle Mountain-Eureka Gold Trend. The project area is blanketed by colluvium and does not host bedrock exposures. The only direct geological information for the property comes
from a drill hole reported at the southern boundary of the claim block, which penetrated 160 meters of valley fill colluvium and basalt before intersecting Mississippian-Permian strata of the Havallah sequence, comprising the upper plate of the
Golconda thrust, before penetrating quartzite of the lower plate Valmy Formation. Assays for this drillhole are not available.

Bridgeport intends to explore the Hot Pot property by performing a variety of ground geophysical surveys to identify structural zones that may have localized hydrothermal fluid flow and gold concentrations, and following-up with a 2,000 meter RC
drill program.

As of June 30, 2011 the Corporation had completed four of six planned drillholes at the Hot Pot property.



Figure 6. Overview of the Hot Pot area.

Fri Gold

The Fri Gold property is located 226 kilometers southeast of Reno and 53 kilometers northwest of Tonopah in Nye County, Nevada. The property is comprised of 28 unpatented mining claims which are all located on BLM land. A 2% NSR is held by Fronteer
with regard to the Fri Gold property.

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Two mineralized zones have been identified at the Fri Gold property, an epithermal gold system exposed on the west side of the property, referred to as Fri Gold West, and a Cu-Mo porphyry mineralized target known only through subsurface drillhole
data in the east side of the property, referred to as Fri Gold East. No metal production is known to have occurred from the property. Small prospect pits are the only exploration or mine workings present outside the southeast corner of the project
area. A small open cut turquoise mine lies just outside the southeast corner of the project area and the Hall Cu-Mo Porphyry Deposit is located a few miles to the south.

An epithermal mineralized showing comprised of low temperature silica replacement of clastic sedimentary strata, silicified breccias zones, and quartz veining, is exposed on the western edge of the claim block and was drill tested by a previous
explorer in 1986. Host rocks are Triassic and Jurassic siltstones and limestones, overlain by Tertiary felsic volcanics. A total of 32 reverse circulation drillholes were completed, ranging from 100 to 350 foot depth, as summarized in Table 15
below. A 1,300 meter strike length of a silicified structural zone was drill tested. No potentially economic intercepts were returned but gold concentrations exceeding 0.1 ppm were reported from several drillholes, and notably, the most important
anomalous intercepts came from the drillholes at the extreme northwest and southeast ends of the drill pattern. Drillholes ROY-16 and ROY-28, drilled at the northwest limit of the drill pattern reportedly yielded 65 feet @ 0.24 gpt Au and 110 feet
at 0.18 gpt Au respectively and were the broadest gold anomalous intercepts returned from the drill program. This drillhole data suggests a possible continuation of the mineralized zone with increasing intensity to the northwest of the drill tested
area, beneath the pediment plain.



Figure 7. Plan map showing the Fri Gold West and Fri Gold East target areas.

Exploration drilling by previous explorers is reported to have intersected Cu-Mo mineralization at depths of greater than 150 meters at Fri Gold East. Mineralized intercepts came from a buried granodiorite intrusion and wallrock sedimentary strata.
Narrow granodioritic dikes exposed at surface in the Fri Gold East area may be apophyses from the concealed intrusive. A gold mineralized intercept was reported from a 1972 drillhole completed by another previous explorer. The drillhole, FR3
reportedly returned 62 feet @ 0.097 opt Au (18.9m @ 3.32 gpt Au) from 810 to 872 feet, with assays provided by atomic absorption methods, however, a 2005 diamond core hole that twinned the 1972 drillhole failed to intercept any interval containing
greater than 80 ppb Au, although an anomalously Cu and Mo mineralized intersection of 131 meters @ 253 ppm Cu and 129 ppm Mo was reported (Table 16). The 1972 and 2005 drillhole assays and logs confirm the presence of a Cu and Mo mineralized
intrusive that supports a
porphyry Cu-Mo target concept, however the modern data apparently negates the target concept of an auriferous porphyry.

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Bridgeport intends to explore the Fri Gold property by compiling all data into a 2D GIS and 3D database, completing a detailed geological mapping program to define the structural controls to hydrothermal alteration and mineralization, performing a
regional rock chip sampling program to identify gold mineralizing trends, and following-up with an extensive 3,000 meter RC drill program.

Table 15: Summary of drillhole data, Fri Gold West area.



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Table 16: Summary of drillhole data, Fri Gold East area.



Columbia

The Columbia property is located 234 kilometers northeast of Reno and 108 kilometers northwest of Winnemucca in Humboldt County, Nevada. The property is comprised of 57 unpatented mining claims which are all located on BLM land. A 2% NSR is held by
Fronteer with regard to the Columbia property.

Gold mineralization at the Columbia project is present as auriferous arsenopyrite-quartz veins. The veins are exposed and partly developed at the abandoned Columbia and Juanita mine shafts and associated workings. Dr. Gray visited the historic
workings and surrounding areas of the Columbia mine. Bedrock was seen only in exploration trenches, prospect cuts, and shafts. Fine grained, thermally metamorphosed clastic sediments with extreme planar shear fabric were observed to host irregular
milky quartz veinlets.

The property is reported to have been drill tested by a previous explorer in the early 1980’s yielding narrow high grade intercepts in two of the three holes drilled. Drillhole intercepts reported include:

- Drillhole C1, intercepted 3 meters wide open stope on the projection of the vein.
- Drillhole C2, 3meters @ 9.6 gpt across the vein, down dip of the Columbia mine workings, with the hangingwall portion of the vein assaying 1.5 meters @ 15.8 gpt Au.
- Drillhole C3, 3.6 meters vein interval, of which the hangingwall vein contact yielded 0.3 meters @ 14.4 gpt Au and the footwall contact yielded 0.3 meters @ 17.8 gpt Au.

The intervening 3.0 meters of quartz vein material was described as lacking arsenopyrite and was not significantly gold mineralized. The weighted average intercept for the entire vein intercept was 3.6 meters @ 2.7 gpt Au.



Figure 8. Prospect cut at Columbia workings exposing sheared metasediments and discontinuous quartz veining, in hangingwall of mined structure.

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Drillhole data indicates continuity of the mineralized vein at least 100 meters downdip of the deepest mine workings, with mineralized widths of up to 3.6 meters. The mesothermal nature of the vein is consistent with vertical extents of
mineralization of several hundreds of meters. The structure that controls mineralization appears to have a strike length of at least 1,300 meters as exposed on surface as measured from the Columbia workings to the southeast to the Juanita workings
to the northwest. Although the structural zone appears to be continuous, it is not known if mineralization is similarly continuous along it.

Bridgeport intends to explore the Columbia property by compiling all data into a 2D GIS and 3D database, completing a detailed geological mapping and a rock chip sampling program, performing a regional grid soil sampling program to identify
mineralized structures, implementing a variety of ground geophysical surveys to identify parallel mineralized structures within the larger shear zone that hosts the Columbia vein, and following-up with a 2,500 meter, RC drill program.

Kobeth

The Kobeh property is located 132 kilometers southwest of Elko, Nevada and 34 kilometers northwest of Eureka in Eureka County, Nevada. The property is comprised of 37 unpatented mining claims which are all located on BLM ground. An aggregate 3% NSR
is held by Fronteer and certain other third parties with regard to the Kobeh property.

No mineralization is known to occur on the Kobeh property. Tertiary volcanic strata crop out on Kobeh Ridge on the eastern limit of the project while the remainder of the project area is covered by valley fill colluvium. The property is prospective
because of its proximity to the Afghan and Gold Ridge gold deposits and its position within the regionally mineralized Battle Mountain – Eureka Trend.

It has been reported that the property has been partly drill tested by 6 drillholes completed by previous explorers. Historic drillhole logs and assays are not available to Dr. Gray but it has been reported that the drillhole data indicates that
Paleozoic sedimentary strata are concealed by 5 to 60 meters of colluvial and volcanic cover and that stratigraphic sequences known to host gold mineralization elsewhere in the region underlie the property. The target concept of previous operators
was a stratigraphically controlled gold deposit at the contact of the Mississippian Webb Formation and underlying Devonian Devils Gate limestone. Stratigraphically deeper Devonian mudstones and carbonate strata hosted ore at the nearby Gold Bar
Project (1Moz+Au), which includes the Gold Pick and Gold Ridge mine. Pathfinder geochemical anomalies of As, Sb, and Hg, similar to those associated with the aforementioned mines are reported at the prospect.

Bridgeport intends to explore the Kobeh property by performing a stratigraphic, 1,500 meter RC drill testing program to determine if the sedimentary strata located on the property is favourable to host gold mineralization as suggested by historical
records.

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Figure 9. Aerial View of the Kobeh Property showing the Gold Pick/Gold Ridge mine pits in the distance.

Ashby

The Ashby property is located 20 kilometers southwest of Luning, 22 kilometers southeast of Hawthorne, Nevada, and 111 kilometers northwest of Tonopah in Moneral County, Nevada. The property is comprised of 3 unpatented mining claims which are all
located on BLM land. A 2% NSR is held by Fronteer with regard to the Ashby property.

The property hosts two or more parallel gold mineralized zones which have been exploited by small underground mines, all serviced by shafts developed along a northwest striking, southwest dipping quartz veined structural zone. The northern portion
of the property was visited however no outcrop was observed. Mine dumps have obscured the original outcrops that presumably led to discovery of the Ashby vein. Vein material on dumps consists of white milky and bull quartz with minor amounts of
coarse mineral oxidizes to give malachite stain.

Historic drillhole data and artisanal mines demonstrate that a 500 meter strike length of the vein is variably gold mineralized over widths of 1.5 to 9 meters with grades varying between 0.030 and 0.26 ounces (1 and 8 g/t) gold in the Lazy Man mine
area.

Bridgeport intends to explore the Ashby property by compiling all data into a 2D GIS and 3D database, and following-up with a 2,000 meter, RC drill program. The exploration program will focus on identifying a larger, much bigger, system.



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|                                                            | Table 16. Historical drill data, Ashby
|----------------------------------------------------------- | --------------------------------------
|                                                            |                                       
|Figure 10. Drillhole location of map of the Ashby property. |                                       

East Walker

The East Walker property is located 102 kilometers southeast of Carson City, Nevada and 35 kilometers west-southwest of Hawthorne, Nevada in Lyon County. The property is comprised of 4 unpatented mining claims which are all located on USFS land. A
2% NSR is held by Fronteer with regard to the East Walker property.

The East Walker property is situated in the Walker Lane Trend within the Masonic Precious Metals District. The target concept recognized at East Walker is a bulk minable epithermal gold deposit, partially exposed in an erosional window and extending
underneath thin cover of post mineral volcanic strata. Nearby deposits which may be target analogs include the Borealis mine, located 23 kilometers to the east-southeast, which has mined 635,000 ounces gold and currently hosts a proven and probable
reserve of 377,000 ounces gold.

Gold mineralization at East Walker is epithermal and is hosted by brecciated and silicified volcanic strata. The property was previously explored in 1984 by an explorer who is reported to have mapped and sampled a 900 meter long, 60 to 140 meter
wide east-west trending zone of outcropping silica and clay alteration which yielded anomalous (>0.1 gpt) gold contents, with individual channel samples of as much as 2 gpt Au. Previous exploration of the property in 1990 reported continuous
trench sampling results of as much as 24 meters @ 3.39 gpt Au.

15 shallow vertical drill holes were completed on the property in 1984. The land package held by the exploration company at the time did not cover the majority of the outcropping auriferous altered zone and their 1984 drill holes were located along
the southern boundary of their claim block. Most were collared outside of the rock chip gold anomaly. Because all such drill holes were vertical they did not test a possible high angle structural control to the gold mineralization. Intercepts of as
much as 19.8 meters @ 0.62 ppm Au were reported. A summary of highlighted drill hole results is set forth below:

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Table 17. Highlighted results from 1984 drill program.



The Corporation believes that the East Walker property mineralization projects beneath unmineralized andesites and basalts and may be significantly larger than the current exposure. Drill pads and drillhole monuments were observed in the field whose
locations match those shown on historic maps. Primary controls on alteration and mineralization appear to be structural, but this does not preclude the possibility of discovering bulk minable targets controlled by broad structural zones or the
intersection of mineralized structures with permeable volcanic strata.



Figure 11. Figure on top shows a historical soil sampling survey completed in 1984; figure on

bottom is a geological section showing the property boundary and vertical drilling.

Bridgeport intends to explore the East Walker property by compiling all data into a 2D GIS and 3D database, completing a detailed geological mapping and a rock chip sampling program, implementing a variety of induced polarization/resistivity surveys
to identify extensions of the mineralized zone beneath the volcanic cover, and following-up with an extensive 3,500 meter, RC drill program. Since the East Walker property is located on USFS land, it requires additional permitting time. The permits are
anticipated to be filed in December, 2010 and Bridgeport expects to receive
approval within one year of the application date.

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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)
of the financial condition and results of the operations of the Corporation
constitutes managements review of the factors that affected the Corporations
financial and operating performance for the fiscal year ended April 30, 2011.
This MD&A should be read in conjunction with the audited annual consolidated
financial statements of the Corporation for the three fiscal years ended April
30, 2011, together with the notes thereto. Results are reported in Canadian
dollars, unless otherwise noted. The audited annual consolidated financial
statements and the unaudited financial statements have been prepared in
accordance with Canadian GAAP with a U.S. generally accepted accounting
principles reconciliation note. 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

Twelve months ended April 30, 2011, compared with twelve
months ended April 30, 2010

The Corporations net loss totaled $7,293,314 for the twelve
months ended April 30, 2011, with basic and diluted loss per share of $0.20.
This compares with net loss of $1,978,198 with basic and diluted loss per share
of $0.12 for the twelve months ended April 30, 2010. The increase of $5,315,116
in net loss was principally because:

- The Corporation incurred an increase in professional fees of $477,894 for
  the twelve months ended April 30, 2011, compared to the twelve months ended
  April 30, 2010. The increase can be attributed to increased corporate
  activity, including the Corporations registration under section 12(g) of the
  Exchange Act, which in addition to technical activities, required assistance
  from the Corporations auditors and corporate lawyers;
- The Corporation incurred an increase in stock-based compensation of
  $334,427 for the twelve months ended April 30, 2011, compared to the twelve
  months ended April 30, 2010. The increase can be attributed to the vesting
  during the year ended April 30, 2011 of 1,700,000 stock options issued in
  fiscal 2010 and 2,340,000 stock options granted in 2011 (details below),
  compared to vesting during the year ended April 30, 2010 of 2,400,000 stock
  options issued during the twelve months ended April 30, 2010. The 1,700,000
  stock options issued in fiscal 2010 and 2,340,000 options granted in 2011
  (details below) have vesting terms subject to the Corporation`s stock option
  plan, which require a stock-based compensation expense of $1,352,186 to be
  recorded in the twelve months ended April 30, 2011 compared to $1,017,759 in
  the comparative period. Readers of the financial statements should be cautious
  about the valuation of stock- based compensation since it can affect net
  income (loss) significantly;
- During the twelve months period ended April 30, 2011, the
following stock options were issued and modified:

| |  | On September 23, 2010, the Corporation granted 400,000 stock options to an
  officer pursuant to the Corporations stock option plan, exercisable for one
  common share each at a price of $1.05 per share for a period of five years
  expiring on September 23, 2015. The options vest as to one-third on the date
  of grant and one-third on the first and second anniversaries of the date of
  grant. The grant date fair value of $273,600 was assigned to the stock options
  as estimated by using the
Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 81%, risk-free rate of return 2.11% and an expected maturity of 5 years. For the year ended April 30, 2011, $172,227 was expensed to
stock-based compensation;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |  | On December 21, 2010, the Corporation granted 1,600,000 stock options to an officer pursuant to the Corporation’s stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on
December 21, 2015. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $940,800 was assigned to the stock options as estimated by using the
Black- Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 76.51%, risk-free rate of return 2.17% and an expected maturity of 5 years. For the year ended April 30, 2011, $481,064 was expensed
to stock-based compensation;                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |  | On January 7, 2011, the Corporation granted 250,000 stock options to a director pursuant to the Corporation’s stock option plan, exercisable for one common share each at a price of $1.00 per share for a period of five years expiring on
January 7, 2016. The options vest as to one-third on the date of grant and one-third on the first and second anniversaries of the date of grant. The grant date fair value of $116,500 was assigned to the stock options as estimated by using the
Black- Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 76.09%, risk-free rate of return 2.24% and an expected maturity of 5 years. For the year ended April 30, 2011, $56,859 was expensed to
stock-based compensation;                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |  | On March 15, 2011, the Corporation granted 35,000 options at $0.85 to an employee of the Corporation with an expiry date of March 15, 2016. The options shall vest as to one-third on the date of grant and one-third after the first and second
anniversaries of the date of grant. The grant date fair value of $11,375 was assigned to the stock options as estimated by using the Black- Scholes valuation model with the following assumptions: expected dividend yield of 0%, expected
volatility of 74%, risk-free rate of return of 2.22% and an expected maturity of 5 years. For the year ended April 30, 2011, $4,508 was expensed to stock-based compensation;                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |  | On March 15, 2011, the Corporation granted 55,000 options at $1.00 to
      employees of the Corporation with an expiry date of March 15, 2016. The
      options shall vest as to one-third on the date of grant and one-third
      after the first and second anniversaries of the date of grant. The grant
      date fair value of $16,720 was assigned to the stock options as estimated
      by using the Black- Scholes valuation model with the following
      assumptions: expected dividend yield of 0%, expected volatility of 74%,
      risk-free rate of return of 2.22% and an expected maturity of 5 years. For
      the year ended April 30, 2011, $6,626 was expensed to stock-based
      compensation;                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | During the year ended April 30, 2011, a significant shareholder of the Corporation, and a significant shareholder who is also a director and Chairman of the Corporation, granted an aggregate of 1,000,000 options to an officer of the Corporation to
acquire certain of their holdings of common shares of the Corporation at an exercise price of $1.00 per share until September 29, 2015. These options vest as to one-third on March 29, 2011, one-third on September 29, 2011 and one-third on
September 29, 2012. The grant date fair value of $729,000 was assigned to the stock options as estimated by using the Black-Scholes valuation model with the following assumptions: expected dividend yield 0%, expected volatility 80%, risk-free
rate of return 1.79%, and an expected maturity of 5 years. On December 21, 2010, the options were cancelled and $nil was expensed as stock based compensation in the year ended April 30, 2011;
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | During the year ended April 30, 2011, the expiry date of 200,000 fully vested options granted on August 20, 2009 to a former director have been modified. The expiry date changed from August 20, 2014 to January 7, 2012. The former director resigned
and became a consultant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Several variables are used when
determining the value of stock options using the Black-Scholes valuation model:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The expected term: the Corporation used the expected
      terms of five years, which is the maximum term ascribed to the stock
      options issued, for the purposes of calculating their value; the
      Corporation chose the maximum term because it is difficult to determine
      with any reasonable degree of accuracy when these stock options will be
      exercised.                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Volatility: the Corporation used historical information
      on the market price of a similar company to determine the degree of
      volatility at the date the stock options were granted. Therefore,
      depending on when the stock options are granted and the period of
      historical information examined, the degree of volatility can be different
      when calculating the value of different stock options.                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Risk-free interest rate: the Corporation used the
      interest rate available for government securities of an equivalent
      expected term at the date of the grant of the stock options. The risk-free
      interest rate will vary depending on the date of the grant of the stock
      options and their expected term.                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Dividend yield: the Corporation has not paid dividends in
      the past because it is in the exploration stage and has not yet earned any
      significant income. Also, the Corporation does not expect to pay dividends
      in the foreseeable future because it does not expect to bring its mineral
      properties into production and earn significant revenue in the foreseeable
      future. Therefore, a dividend rate of 0% was used for the purposes of the
      valuation of the stock options.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The Corporation incurred a decrease in reporting issuer
      costs of $95,831 (includes transfer agent fees, filing fees, shareholder
      information costs and stock exchange fees). The decrease can be attributed
      to higher costs in fiscal year 2010 related to the initial public offering
      on October 7, 2009 than fiscal 2011;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The decrease in management fees of $9,187 for the twelve
      months ended April 30, 2011, compared to the twelve months ended April 30,
      2010, can be attributed to payment of $45,313 (twelve months ended April
      31, 2010 - $37,500) to H.R. Snyder Consultants for Hugh Snyder to act as
      Chairman of the Corporation. The Corporation paid $40,000 to Marrelli
      Support Services Inc. (MSSI) for the services of Carmelo Marrelli to act
      as Chief Financial Officer of the Corporation (twelve months ended April
      30, 2010 - $36,000). Carmelo Marrelli is the president of MSSI. In fiscal
      2010, $21,000 was paid to St. Germain Capital Corp., a corporation that is
      beneficially controlled by Steven Mintz, the former Chief Executive
      Officer of the Corporation. No such fees were paid in fiscal 2011. (See
      Related Party Transactions for further information);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The Corporation incurred an increase in business
      development fees of $30,381 for the twelve months ended April 30, 2011,
      compared to the twelve months ended April 30, 2010. The increase can be
      attributed to consulting fees, investor relation costs and travel charges
      incurred to develop the Corporations investor profile and business
      opportunities for the Corporation which increased since completing the
      initial public offering on October 7, 2009 and also due to the Offering in
      December 2010;                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | General and administrative expenses increased by $812,703
      for the twelve months ended April 30, 2011, compared to the twelve months
      ended April 30, 2010 and consisted of administrative costs such as
      advertising and promotion, telephone, rent, travel, insurance, postage,
      support costs for the Nevada Portfolio and courier charges. The increase
      can be attributed to increased corporate activity, which includes the
      Nevada Portfolio during the twelve months ended April 30, 2011 compared to
      the same period in 2010. General and administrative expenses
    include:                                                                                                                                                                                                                                                                                                             

110

---

Description
    Year
      ended April 30,
    Year
      ended April 30,2011
    2010$
    $General and Admin
    136,129
    20,516Consultants
    73,613
    -Travel
    161,318
    57,840Payroll
    268,430
    23,225Legal and accounting
    70,150
    -Investor relations
    24,963
    -Insurance
    41,354
    10,620Rent
    109,854
    31,778Communication
    17,774
    3,678IT expenses
    49,566
    1,555Meals
    21,589
    12,825Total
    974,740
    162,037


- Foreign exchange gain increased by $150,680 during the twelve months ended
  April 30, 2011, compared with the same period in 2010. The increase in foreign
  exchange gain can be attributed to transactions in Chile and the US dollar
  exchange rate fluctuations;
- The Corporation decided not to make the next option payment due in respect
  of the SOESMI property, and to allow its rights in respect of such property to
  lapse. As a result, the Corporation has written off all costs associated with
  this project. This amounted to $611,352;
- Through a letter and a public deed, both dated on February 7, 2011, Rio
  Condor provided notice to the owner of the Simonetta property that the payment
  of January 23, 2011 (US$65,000) would not be made. As a result, Rio Condors
  rights in respect of such property have been forfeited and the associated
  costs of $554,473 with the project have been written-off;
- The Corporation decided not to continue with the Rosario project (which
  includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and
  Eliana III mining concessions). As a result, Rio Condors rights in respect of
  such properties have been forfeited and costs of $3,309,120 associated with
  the project have been written off;
- Interest income increased by $133,623 during the twelve months ended April
  30, 2011. The Corporation earned interest on high interest savings accounts
  and certificates of deposit from funds raised from the initial public
  offering, which was completed on October 7, 2009, the private placement, which
  was completed on December 1, 2009 and the Offering and over allotment, which
  were completed on December 20, 2010 and January 7, 2011, respectively; and
- All other expenses related to general working capital purposes.

Three months ended April 30, 2011, compared with three
months ended April 30, 2010

The Corporations net loss totaled $3,658,453 for the three
months ended April 30, 2011, with basic and diluted loss per share of $0.09.
This compares with net loss of $883,118 with basic and diluted loss per share of
$0.05 for the three months ended April 30, 2010. The increase of $2,775,335 in
net loss was principally because:

- The Corporation incurred a decrease in professional fees of $50,173 for
  the three months ended April 30, 2011, compared to the three months ended
  April 30, 2010. The decrease can be attributed to decreased corporate activity
  in the fourth quarter of 2011 which required less assistance from the
  Corporations auditors and corporate lawyers;
- The Corporation incurred a decrease in stock-based compensation of $26,512
  for the three months ended April 30, 2011, compared to the three months ended
  April 30, 2010. The decrease can be attributed to the cancellation of 175,000
  stock options in the third quarter of 2011 that had not fully vested as of
  April 30, 2011 which led to a reduction of stock-based compensation in the
  fourth quarter of 2011 compared to the fourth quarter of 2010. Readers of the
  financial statements should be cautious about the valuation of stock- based
  compensation since it can affect net income (loss) significantly.
The variables used in the Black-Scholes valuation model are similar to that described in stock-based compensation on page
  110;

111

---

- The Corporation incurred a decrease in reporting issuer costs of $133,360 (includes transfer agent fees, filing fees, shareholder information costs and stock exchange fees). The decrease can be attributed to higher costs in fiscal year 2010
related to listing fees than fiscal 2011;
- The decrease in management fees of $31,625 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010, can be attributed to payment of $3,125 (three months ended April 30, 2010 - $18,750) to H.R. Snyder
Consultants for Hugh Snyder to act as Chairman of the Corporation. The Corporation paid $4,000 to MSSI for the services of Carmelo Marrelli to act as Chief Financial Officer of the Corporation (three months ended April 30, 2010 - $20,000).
Carmelo Marrelli is the president of MSSI. (See “Related Party Transactions” for further information);
- The Corporation had a decrease in business development fees of $108,159 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010. The decrease can be attributed to the fact that the Corporation terminated its
lead investor relations consultant to re-focus the Corporation’s business development strategy under the supervision of Shastri Ramnath;
- General and administrative expenses increased by $287,136 for the three months ended April 30, 2011, compared to the three months ended April 30, 2010 and consisted of administrative costs such as advertising and promotion, telephone, rent,
travel, insurance, postage, support costs for the Nevada Portfolio and courier charges. The increase can be attributed to increased corporate activity during the three months ended April 30, 2011 compared to the same period in 2010;
- Foreign exchange gain increased by $97,780 during the three months ended April 30, 2011, compared with the same period in 2010. The increase in foreign exchange gain can be attributed to transactions in Chile and the US dollar exchange rate
fluctuations;
- The Corporation has decided not to continue with the Rosario project (which includes the concessions known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining concessions). As a result, Rio Condor’s rights in respect of such
properties have been forfeited and costs of $3,309,120 associated with the project have been written off;
- Through a letter and a public deed, both dated on February 7, 2011, Rio Condor provided notice to the owner of the Simonetta property that the payment of January 23, 2011 (US$65,000) would not be made. As a result, Rio Condor’s rights in
respect of such property have been forfeited;
- Interest income increased by $55,928 during the three months ended April 30, 2011 compared to three months ended April 30, 2010. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from
the initial public offering, which was completed on October 7, 2009, the private placement, which was completed on December 1, 2009 and the Offering and over allotment, which were completed on December 20, 2010 and January 7, 2011, respectively;
and
- All other expenses related to general working capital purposes.

112

---

Twelve months ended April 30, 2010, compared with twelve months ended April 30, 2009

Bridgeport’s net loss totaled $1,978,198 for the twelve months ended April 30, 2010, with basic and diluted loss per share of $0.12. This compares with net loss of $123,852 with basic and diluted loss per share of $0.02 for the
twelve months ended April 30, 2009. The increase of $1,854,346 in net loss was principally because:

- The Corporation incurred an increase in stock-based compensation of $1,017,759 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009. The increase can be attributedto
the grant of 2,400,000 stock options in fiscal 2010, compared to nil stock
options issued in fiscal 2009. The options issued vest in accordance with the
stock option plan. Following are the details of the stock options issued in
fiscal 2010:

113

---

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 7, 2014250,000
    2.15
    January 11, 2015100,000
    2.40
    January 25, 201525,000
    2.40
    February 1, 201550,000
    2.45
    March 10, 20152,400,000


The stock options were issued to attract key personnel to work
for the Corporation.

Several variables are used when determining the value of stock
options using the Black-Scholes valuation model:

- The expected term: the Corporation used the
  maximum term ascribed to these stock options for the purpose of calculating
  their value. The Corporation chose the maximum term because it is difficult to
  determine with any reasonable degree of accuracy when these stock options will
  be exercised.
- Volatility: the Corporation used historical information for a
  similar companys common shares to determine the degree of volatility at the
  date the stock options were granted. Depending on when the stock options were
  granted and the period of historical information examined, the degree of
  volatility can be different when calculating the value of different stock
  options.
- Risk-free interest rate: the Corporation used the interest rate
  available for government securities of an equivalent term beginning on the
  date of the grant of the stock options. The risk-free interest rate will vary
  depending on the date of the grant of the stock options and their expected
  term.
- Dividend yield: the Corporation has not paid dividends in the past
  because it is in the exploration stage and has not yet earned any significant
  income. Therefore, a dividend rate of 0% was used for the purposes of the
  valuation of the stock options.

> Readers of the financial statements should
>   be cautious about the valuation of stock-based compensation since it can
>   affect net income (loss) significantly.

- The Corporation incurred an increase in professional fees of $297,751 for
  the twelve months ended April 30, 2010, compared to the twelve months ended
  April 30, 2009. The increase can be attributed to increased corporate activity
  requiring assistance from the Corporations auditors and corporate lawyers in
  2010 compared to 2009;
- As the Corporation completed its initial public offering and became a
  reporting issuer during the twelve months ended April 30, 2010, its reporting
  issuer costs amounted to $216,004 (includes transfer agent fees,
filing fees, shareholder information costs and stock exchange fees). No such expenses were incurred during the twelve months ended April 30, 2009;

114

---

- The increase in management fees of $94,500 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009, can be attributed to payment of $21,000 (twelve months ended April 30, 2009 - $nil) to St. Germain
Capital Corp., a company that is associated with the former Chief Executive Officer of Bridgeport, who is also the president and director of St. Germain Capital Corp. The Corporation paid $36,000 to MSSI for the services of Carmelo Marrelli to
act as Chief Financial Officer of the Corporation (twelve months ended April 30, 2009 - $nil). Carmelo Marrelli is the president of MSSI. In addition, the Corporation paid H.R. Snyder Consultants $37,500 for Hugh Snyder to act as Chairman
and Chief Executive Officer of the Corporation (See “Related Party Transactions” for further information);
- The Corporation incurred an increase in business development fees of $153,415 for the twelve months ended April 30, 2010, compared to the twelve months ended April 30, 2009. The increase can be attributed to consulting fees, investor relation
costs and travel charges incurred to develop Bridgeport’s investor profile and business opportunities for the Corporation. No such expense was incurred during the twelve months ended April 30, 2009;
- General and administrative expenses increased by $158,436. General and administrative expenses totaled $162,037 for the twelve months ended April 30, 2010 (twelve months ended April 30, 2009 - $3,601) and consisted of administrative
costs such as advertising and promotion, telephone, rent, travel, insurance, postage and courier charges. The increase can be attributed to increased corporate activity for 2010 compared to 2009;
- Foreign exchange loss increased by $60,854 during the twelve months ended April 30, 2010, compared with the same period in 2009. The increase in foreign exchange loss can be attributed to transactions in Chile and the US dollar exchange rate
fluctuations;
- Interest income increased by $17,741 during the twelve months ended April 30, 2010. The Corporation earned interest on high interest savings accounts and certificates of deposit from funds raised from the initial public offering, which was
completed on October 7, 2009, and the private placement, which was completed on December 1, 2009; and
- Write-off of mineral property decreased by $161,023 during the twelve months ended April 30, 2010. As a result of poor exploration results, the Corporation entered into a termination agreement regarding the Gold Rock property and all exploration
expenses on this property were written-off during the twelve months ended April 30, 2009.

115

---

Three months ended April 30, 2010, compared with three
months ended April 30, 2009

Bridgeports net loss totaled $883,118 for the three months
ended April 30, 2010, with basic and diluted loss per share of $0.05. This
compares with net loss of $123,934 with basic and diluted loss per share of
$0.02 for the three months ended April 30, 2009. The increase of $759,184 in net
loss was principally because:

- The Corporation incurred an increase in stock-based compensation of
  $264,413 for the three months ended April 30, 2010, compared to the three
  months ended April 30, 2009. The increase can be attributed to the grant of
  75,000 stock options in the fourth quarter of 2010, compared to nil stock
  options issued in the fourth quarter of 2009. The options issued vest in
  accordance with the stock option plan. Following are details of the stock
  options issued during the most recent quarter.

Number of
      Stock Options Issued
    Exercise Price ($)
    Expiry date25,000
    2.40
    February 1, 201550,000
    2.45
    March 10, 201575,000


Several variables are used, including
the expected term, volatility, risk-free interest rate and dividend yield when
determining the value of stock options using the Black-Scholes valuation model.

- The Corporation incurred an increase in professional fees of $167,426 for
  the three months ended April 30, 2010, compared to the three months ended
  April 30, 2009. The increase can be attributed to increased corporate activity
  requiring external accounting services and assistance from the Corporations
  corporate lawyers in the fourth quarter of 2010 compared to the fourth quarter
  of 2009;
- Reporting issuer costs increased by $146,803 during the three months ended
  April 30, 2010. The increase can be attributed to the Corporation becoming a
  reporting issuer in fiscal 2010, while it was a private entity in fiscal 2009;
- The increase in management fees of $38,750 for the three months ended
  April 30, 2010, compared to the three months ended April 30, 2009, can be
  attributed to payment of $18,750 to H.R. Snyder Consultants for Hugh Snyder to
  act as Chairman and Chief Executive Officer of the Corporation (three months
  ended April 30, 2009 - $nil). The Corporation paid $20,000 to MSSI for the
  services of Carmelo Marrelli to act as Chief Financial Officer of the
  Corporation (three months ended April 30, 2009 - $nil). Carmelo Marrelli is
  the president of MSSI. (See Related Party Transactions for further
  information);
- The Corporation incurred an increase in business development fees of
  $111,714 for the three months ended April 30, 2010, compared to the three
  months ended April 30, 2009. The increase can be attributed to consulting
  fees, investor relations costs and travel charges incurred to develop
  Bridgeports investor profile and business opportunities for the Corporation.
  No such expense was incurred during the three months ended April 30, 2009;
- General and administrative expenses increased by $131,719. General and
  administrative expenses totaled $135,320 for the three months ended April 30,
  2010 (three months ended April 30, 2009 - $3,601) and consisted of
  administrative costs such as advertising and promotion, telephone, rent,
  travel, insurance, postage and courier charges. The increase can be attributed
  to increased corporate activity for the fourth quarter of 2010 compared to the
  fourth quarter of 2009;

116

---

- Foreign exchange loss increased by $42,264 during the three months ended
  April 30, 2010, compared with the same period in 2009. The increase in foreign
  exchange loss can be attributed to transactions in Chile and the US dollar
  exchange rate fluctuations;
- Interest income increased by $17,092 during the three months ended April
  30, 2010. The Corporation earned interest on high interest savings accounts
  and certificates of deposit from funds raised from the initial public
  offering, which was completed on October 7, 2009, and the private placement,
  which was completed on December 1, 2009; and
- Write-off of mineral property decreased by $161,023 during the three
  months ended April 30, 2010. As a result of poor exploration results, the
  Corporation entered into a termination agreement regarding the Gold Rock
  property and all exploration expenses on this property were written-off during
  the three months ended April 30, 2009.

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

The mining, processing, development and mineral exploration
activities of the Corporation are 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. 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.

Exploration may also be affected in varying degrees by
government regulations with respect to, but not limited to, restrictions on
future exploration and production, price controls, export controls, currency
availability, foreign exchange controls, income taxes, delays in obtaining or
the inability to obtain necessary permits, opposition to mining from
environmental and other non-governmental organizations, limitations on foreign
ownership, expropriation of property, ownership of assets, environmental
legislation, labour relations, limitations on repatriation of income and return
of capital, limitations on mineral exports, high rates of inflation, increased
financing costs, and site safety. This may affect both the Corporations ability
to undertake exploration and development activities in respect of present and
future properties in the manner contemplated, as well as its ability to continue
to explore, develop and operate those properties in which it has an interest or
in respect of which it has obtained exploration and development rights to
date.

Although the Corporation believes that its exploration and
development activities are currently 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 development or future
potential production. 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.

5.B. Liquidity and capital resources

The activities of the Corporation, principally the acquisition
and exploration of properties that have the potential to contain precious and
base metals, are financed through equity offerings and the exercise of stock
options and warrants. During the year ended April 30, 2011, the Corporation
completed the following equity transactions:

| | (i) | On November 15, 2010, Bridgeport issued to Fronteer 4.5
      million common shares at $1.15 per share in consideration of the
      acquisition of certain Nevada properties.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

117

---

| | (ii)  | On December 20, 2010 and January 7, 2011, the Corporation
      closed the Offering and over allotment of 15,000,000 and 2,250,000 Units,
      respectively, of the Corporation at a price of $1.00 per Unit for cash
      consideration of $17,250,000. In connection with the Offering, the
      underwriters were paid a 6% agency fee totaling $1,035,000. Share issuance
      costs of $326,783 were incurred in relation to the Offering. Each Unit
      consisted of one common share of the Corporation and one-half of one
      Warrant. Each Warrant will entitle the holder thereof to acquire one
      additional common share of the Corporation at an exercise price of $1.40
      until December 20, 2012.                                                                                                                                                                                                                                                                           
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       | The grant date fair value of $1,805,000 was assigned to
      the 8,625,000 Warrants issued as part of Offering as estimated by using a
      fair value market technique incorporating the Black-Scholes option
      valuation model with the following assumptions: expected dividend yield of
      0%, expected volatility of 66%, risk-free rate of return of 1.62% and an
      expected maturity of 2 years. In addition, 1,035,000 compensation warrants
      (Compensation Warrants) were issued to the underwriters. Each
      Compensation Warrant is exercisable into a unit for $1.00 and each unit is
      comprised of one common share and one- half of one Warrant. The grant date
      fair value of $380,428 was assigned to the Compensation Warrants using the
      Black-Scholes valuation model with the following assumptions: expected
      dividend yield of 0%, expected volatility of 66%, risk-free rate of return
      of 1.62% and an expected maturity of 2 years.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii) | 793,600 warrants were exercised for cash proceeds of
      $452,600 and 420,000 step-up warrants were issued (see below (iv) (v) and
      (vi)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iv)  | On January 31, 2011, 210,000 warrants with an exercise
      price of $0.20 and expiry date of April 7, 2011 were exercised into common
      shares and warrants for cash proceeds of $42,000. As a result, 210,000
      additional warrants were issued with an exercise price of $0.50 and an
      expiry date of October 7, 2014. The grant date fair value of $24,100 was
      assigned to the 210,000 warrants as estimated by using the Black-Scholes
      valuation model with the following assumptions: expected dividend yield of
      0%, expected volatility of 73%, risk-free rate of return of 1.84% and an
      expected maturity of 3.68 years.                                                                                                                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v)   | On February 24, 2011, 100,000 broker warrants with an
      exercise price of $0.20 and expiry date of April 7, 2011 were exercised
      into common shares and warrants for cash proceeds of $20,000. As a result,
      100,000 additional warrants were issued from the step up feature of the
      units with an exercise price of $0.50 and expiry date of October 7, 2014.
      The grant date fair value of $11,300 was assigned to the 100,000 warrants
      as estimated by using the Black-Scholes valuation model with the following
      assumptions: expected dividend yield of 0%, expected volatility of 74%,
      risk-free rate of return of 2.36% and an expected maturity of 3.62
      years.                                                                                                                                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vi)  | On April 6, 2011, 110,000 broker warrants with an
      exercise price of $0.20 per unit and expiry date of April 7, 2011 were
      exercised into common shares and warrants for cash proceeds of $22,000. As
      a result, 110,000 warrants were issued from the step up feature of the
      units with an exercise price of $0.50 and expiry date of October 7, 2014.
      The grant date fair value of $11,900 was assigned to the 110,000 warrants
      as estimated by using the Black-Scholes valuation model with the following
      assumptions: expected dividend yield of 0%, expected volatility of 74%,
      risk-free rate of return of 2.51% and an expected maturity of 3.51
      years.                                                                                                                                                                                                                                                                                           

At April 30, 2011, the Corporation had $22,870,894 in cash and
cash equivalents (April 30, 2010 - $11,137,382).

The budgeted corporate activities for Toronto, Canada, account
for approximately $2 million for fiscal 2012. At the date of filing of this
Annual Report, the Corporation does not have a budgeted work plan for Tamara and
Trillador. To maintain the properties in good standing, the Corporation is
required to make the future property payments noted on pages 25 and 26 of this
Annual Report. A budget will be developed in
due course. In addition, the Corporation expects to continue exploring for gold
and silver on the Nevada Portfolio throughout the upcoming financial year (2011
to 2012). The Corporation anticipates the expenditures for Nevada will be
approximately $5 million dollars.

118

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On November 15, 2010, BPV Gold acquired its interest in the
Acquired Nevada Properties, subject to a 2% NSR in certain properties and an
aggregate 3% NSR in certain properties, in consideration of the issuance by the
Corporation of an aggregate of 4,500,000 common shares to Fronteer. The
Corporation anticipates that it will spend approximately $3,123,698 for
completion of the phase I recommended program on the Blackrock, Argentite,
Bellview and Horsethief properties comprising, in part, the Nevada Portfolio
properties. If warranted based on the results of phase I, the Corporation
anticipates that it will spend approximately $3,504,022 for completion of the
phase II recommended program on the Blackrock, Argentite, Bellview and
Horsethief properties comprising, in part, the Nevada Portfolio properties. The
Corporation anticipates the expenditures for Nevada will be approximately $5
million and the Corporation expects to focus on the Fri Gold, Bellview, and
Horsethief Properties. Field activities planned include geophysical surveying,
geochemical sampling, geological mapping, and/or diamond/RC drilling. The budget
of $5 million is discretionary, subject to change if management decides to scale
back operations or accelerate exploration. At the date of filing of this Annual
Report, the Nevada Portfolio is in good standing.

Accounts payable and accrued liabilities increased to
$1,046,868 at April 30, 2011, compared to $325,079 at April 30, 2010, primarily
due to more expenditures due at April 30, 2011 compared to April 30, 2010. The
Corporations cash and cash equivalents as at April 30, 2011, is sufficient to
pay these liabilities.

The Corporation has no operating revenues and therefore must
utilize its current cash reserves and other financing transactions to maintain
its capacity to meet ongoing internal budgetary requirements.

As of April 30, 2011, and to the date of filing of this Annual
Report, substantially all cash resources of the Corporation are held with select
Canadian financial institutions.

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

The Corporations use of cash at present occurs, and in the
future is expected to occur, principally in two areas, namely, funding of its
general and administrative expenditures and funding of its investment
activities. Those investing activities include the cash components of the cost
of acquiring and exploring its mineral claims. Based on expenses for the year
ended April 30, 2011, the Corporations operating expenses are estimated to
average approximately $500,000 per quarter for fiscal 2012. The $500,000 covers
legal fees, reporting issuer costs, management fees, business development costs
and general and administrative costs. In addition, at the date of this MD&A,
the Corporation does not have a budgeted work plan for Tamara and Trillador. To
maintain the properties in good standing, the Corporation is required to make
the future property payments noted on pages 25 and 26 of this Annual Report. The Corporation also plans to spend
approximately $5 million during fiscal 2012 on the Nevada Portfolio. The
Corporation believes it currently has sufficient funds to meet its fiscal 2012
planned expenditures for corporate head office costs, the properties in Chile
and the Nevada Portfolio properties.

The budget of $5 million for the Nevada Portfolio is part of
the $13.65 million use of proceeds disclosed in the short-form prospectus dated
December 13, 2010, related to the Offering.

Regardless of whether or not the Corporation develops the
remaining Rio Condor properties and the Nevada Portfolio properties, its working
capital of $22,432,663 as of April 30, 2011, is anticipated to be adequate for
it to continue operations at the current level for the twelve month period
ending April 30, 2012, even if its expected plans discussed above do not
materialize and new plans are developed. However, to meet long-term business
plans, exploring its property interests is an important component of the
Corporations financial success.

119

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Financial Instruments

The Corporations financial instruments consist of:

|Description                              | Year
      ended | Year
      ended
|---------------------------------------- | ---------------- | ----------------
|                                         | April 30, 2011   | April 30, 2010  
|                                         | $                | $               
|Cash and cash equivalents                | 22,870,894       | 11,137,382      
|Amounts receivable and prepaids          | 328,637          | 130,342         
|Short term investment                    | 280,000          | -               
|                                         |                  |                 
|Accounts payable and accrued liabilities | 1,046,868        | 325,079         

The primary goals of the Corporations financial risk
management policies are to ensure that the outcome of activities involving
elements of risk are consistent with the Corporations objectives and risk
tolerance, while maintaining an appropriate risk/reward balance and protecting
the Corporations balance sheet from events that have the potential to
materially impair its financial strength. Balancing risk and reward is achieved
through: identifying risk appropriately, aligning risk with overall business
strategy, diversifying risk, pricing appropriately for risk, mitigation through
preventive controls, and transferring risk to third parties.

The long-term corporate objective and strategic plan remains
unchanged. However, the short-term objective and plan continues to be modified
to reflect global economic financial conditions and general market conditions,
which will inevitably have an impact on the overall risk assessment of the
Corporation. Such modifications include streamlining operational costs and
preserving cash to the extent possible.

The Corporations exposure to potential loss from financial
instruments relates primarily to fair value risk, credit risk, liquidity risk,
and market risks including interest rate risk and commodity price risk.

The Corporations risk exposures and the impact on the
Corporations financial instruments are summarized below:

Credit Risk

The Corporations credit risk is primarily attributable to cash
and cash equivalents and amounts receivable. Cash and cash equivalents consist
of cash, high interest savings accounts and certificates of deposit at select
Canadian financial institutions, from which management believes the risk of loss
to be remote. Financial assets included in amounts receivable consist of
harmonized sales tax due from the Government of Canada, deposits with service
providers, amounts owing from the Chilean government and amounts owing from
various landowners in Chile. Amounts receivable are in good standing as of April
30, 2011. Management believes that the credit risk concentration with respect to
the financial instruments included in cash and cash equivalents and amounts
receivable is remote.

Liquidity Risk

The Corporations approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet liabilities when due. As
at April 30, 2011, the Corporation had a cash and cash equivalents balance of
$22,870,894 (April 30, 2010 - $11,137,382) to settle current liabilities of
$1,046,868 (April 30, 2010 - $325,079). All of the Corporations financial
liabilities have contractual maturities of less than 30 days and are subject to
normal trade terms. The Corporation regularly evaluates its cash position to
ensure maintenance of liquidity.

Market Risk

a) Interest Rate Risk

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

120

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b) Foreign Currency Risk

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

The Corporations had the following significant balances in
foreign currencies.

| | Description                                    | Year ended April 30, 2011
      $ | Year ended April 30, 2010
      $
| | ---------------------------------------------- | --------------------------------- | ---------------------------------
| | United States Dollars                          |                                   |                                  
| | (Bank
      indebtedness) cash                 | (375,361)                         | 508,464                          
| | Amounts receivable and prepaids                | 1,082                             | -                                
| | Accounts
      payable and accrued liabilities | 20,196                            | 82,208                           
| | Chilean Peso                                   |                                   |                                  
| | Amounts
      receivable and prepaids          | 112,182,936                       | 17,138,310                       
| | Accounts payable and accrued liabilities       | 199,755,213                       | 10,568,652                       

c) Price Risk

The Corporation is exposed to price risk with respect to
commodity and equity prices. Equity price risk is defined as the potential
adverse impact on the Corporations earnings due to movements in individual
equity prices or general movements in the level of the stock market. Commodity
price risk is defined as the potential adverse impact on earnings and economic
value due to commodity price movements and volatilities. The Corporation closely
monitors commodity prices, as they relate to gold and copper, individual equity
movements, and the stock market to determine the appropriate course of action to
be taken by the Corporation. As the Corporations mineral properties are in the
exploration stage, the Corporation does not hedge against commodity price risk.

The Corporations short term investment in Gondwana Gold is
subject to fair value fluctuations arising from changes in the equity and
commodity markets.

Sensitivity Analysis

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

Based on managements knowledge and experience of the financial
markets, the Corporation believes the following movements are reasonably
possible over a twelve month period:

(i) Cash equivalents are subject to floating interest rates. As
at April 30, 2011, if interest rates had decreased/increased by 1% with all
other variables held constant, the loss for the year ended April 30, 2011 would
have been approximately $156,000 higher/lower, as a result of lower/higher
interest income from cash equivalents.

(ii) The Corporation is exposed to foreign currency risk on
fluctuations of financial instruments that are denominated in US dollars and the
Chilean peso related to cash balances, amounts receivable and accounts payable
and accrued liabilities. As at April, 30, 2011, a plus or minus 5% change in the
foreign exchange rate with all other variables held constant, the loss for the
year ended April 30, 2011 would have been approximately $48,000 higher/lower and
the reported shareholders equity would have been approximately $48,000
lower/higher.

(iii) The Corporation’s short term investment in the common shares of Gondwana Gold is subject to fair value fluctuations. As at April 30, 2011, if the bid price of the common shares of Gondwana Gold had decreased/increased by 10% with all
other variables held constant, other comprehensive loss for the year ended April 30, 2011 before tax would have been approximately $28,000 higher/lower and reported shareholders’ equity would have been approximately $28,000
lower/higher.

121

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Fair Value

The Corporation’s financial instruments that are carried at fair value, consisting of cash and cash equivalents and short term investment are classified as Level 1 within the fair value hierarchy under Section 3862 of the Canadian Instituted
of Chartered Accountants Handbook.

Capital Management

The Corporation manages its capital with the following objectives:

- to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and
- to maximize shareholder return through enhancing the share value.

The Corporation monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Corporation may manage its capital
structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the board of directors on an ongoing basis.

The Corporation considers its capital to be equity, comprising capital stock, warrants, contributed surplus, deficit and accumulated other comprehensive income which at April 30, 2011 totaled $30,134,612 (April 30, 2010 - $14,384,923; and
April 30, 2009 - $233,995). The Corporation manages capital through its financial and operational forecasting processes. The Corporation reviews its working capital and forecasts its future cash flows based on operating expenditures, and other
investing and financing activities. The forecast is updated based on its exploration activities. Selected information is provided to the board of directors of the Corporation. The Corporation’s capital management objectives, policies and
processes have remained unchanged during the year ended April 30, 2011. The Corporation is not subject to any capital requirements imposed by a lending institution.

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, the United States and Canada. The
Corporation’s financial success will be dependent upon the extent to which it can make discoveries and on the economic viability of any such discoveries. The development of such assets may take years to complete and the resulting income, if
any, is difficult to determine with any certainty. The Corporation lacks mineral resources and mineral reserves and to date has not produced any revenues. The sales value of any minerals discovered by the Corporation is largely dependent upon
factors beyond its control, such as the market value of the commodities produced.

There are significant uncertainties regarding the price of copper, silver, gold and other minerals and the availability of equity financing for the purposes of exploration and development. The future performance of the Corporation is largely tied to
the development of its Tamara and Trillador properties in Chile and the Nevada Portfolio and other prospective business opportunities and the overall financial markets. Financial markets are likely to be volatile, reflecting ongoing concerns about
the stability of the global economy and weakening global growth prospects. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing and raising funds.

122

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Companies worldwide have been affected particularly negatively
by these trends. As a result, the Corporation may have difficulties raising
equity financing for the purposes of copper, silver, gold and other minerals
exploration and development, particularly without excessively diluting the
interests of existing shareholders. These trends may limit the ability of the
Corporation to develop and/or further explore its current mineral exploration
properties and any other property interests that may be acquired in the future.

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, capital expenditures and capital resources.

5.F. Tabular disclosure of contractual
obligations

As of the date hereof, the Corporation does not have any
contractual obligations.

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). Similar information has been provided for Dr. Gray, upon whose work
the Corporation is dependent.

Name and Province of Residence
    Age
    Position with Corporation
    Principal Occupation for
      Five Preceding Years
    Director SinceShastri Ramnath
    35
    President, Chief Executive Officer and Director
    Area Geologist  Special Projects, Quadra FNX Mining Ltd.,
      an exploration and resource group (2002 to 2010)
    2010Hugh Snyder
      Ontario, Canada
    75
    Chairman
    President, H.R. Snyder Consultants, a consulting firm
    2009Graham Clow Ontario, Canada
    62
    Director
    Chief Financial Officer, New Dawn Mining Corp., a gold
      exploration and production company
    2011Jon North
      Ontario, Canada
    49
    Director
    President, Northquest Ltd., mineral exploration company (2008
      to present) President and Chief Executive Officer, North Atlantic
      Resources Ltd. (formerly North Atlantic Nickel Corp.), a mineral
      exploration company (1997 to 2007)
    2007Wolf Seidler 
    Ontario, Canada
    65
    Director
    Consultant/project manager for French Nuclear Waste Agency (Andra)
    2010Carmelo Marrelli 
      Ontario, Canada
    40
    Chief Financial Officer
    President, Marrelli Support Services Inc., a corporate
      services firm (2009 to present) Partner, Marrelli & Drake Corporate
      Services, a corporate services firm (2004 to 2009)
    N/AMatthew Gray, Ph.D., C.P.G.
    48
    Technical Report Author
    President, Resource Geosciences de Mexico SA de CV, a
      geological and technical services firm specializing in mining and natural
      resources exploration
    N/A


123

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Shastri Ramnath was appointed the Corporations President and
Chief Executive Officer effective September 29, 2010 and appointed as a director
of the Corporation effective October 14, 2010. Ms. Ramnath received a B.Sc.
(Hons) in Geology from the University of Manitoba, Canada in 1999 and
subsequently earned an M.Sc. (Exploration Geology) from Rhodes University, South
Africa in 2001. She is nearing completion of an MBA from Athabasca University,
Canada. Ms. Ramnath has been working in the exploration and mining industry for
over 10 years and has worked on projects in the United States, Nunavut,
Manitoba, Ontario, Quebec, West Africa, and Chile. Her experience includes two
years at Falconbridge Limited in Winnipeg, Canada and over eight years with the
Exploration and Resource Group of FNX Mining (now Quadra FNX (TSX:QUX)) in
Sudbury, Canada. Ms. Ramnath devotes 100% of her professional time to the
Corporations business.

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.Mr. Snyder resigned as Chief
Executive Officer on September 29, 2010. Mr. Snyderreceived a B.Sc.
(Eng.) from the University of Witwatersrand, Johannesburg, South Africa, in 1958
and completed the P.M.D. from Harvard Business School in 1969. Since 1985, has
has served as president of H.R. Snyder Consultants, a consulting firm providing
services to junior resource companies, including as a former director and
chairman of Fronteer Gold Inc. (TSX:FRG) and a director and occasional chairman
of Frontera Copper Corp. (TSX:FCC). Mr. Snyder has also served as a director of
Rio Narcea Gold Mines Ltd. and chairman and director of Greenstone Resources
Ltd. (TSX: GRE). Mr. Snyder was also the president and director of Southern Era
Resources Limited, Brinko Limited and Western Mines Limited.

Graham Clow was appointed as a director and chair of the audit
committee of the Corporation in January 2011. Mr. Clow is a Chartered
Accountant, and a member of the Institute of Chartered Accountants of Ontario
and the Institute of Chartered Accountants in England and Wales and received a
B.Sc. (Hons.) from University College, University of London, United Kingdom. Mr.
Clow was appointed as the Chief Financial Officer of New Dawn Mining Corp.
(TSX:ND) in August 2005. Since 1983, Mr. Clow has been self-employed as a public
accountant.

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).

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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 Baja Mining
Corp. (TSX: BAJ) and is a past director of Inmet Mining
Corp. (TSX: IMN). Mr. Seidler has over 40 years of international mining experience 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., and senior operating positions at 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.

Matthew Gray, Ph.D., C.P.G. holds degrees from the Colorado
School of Mines (B.Sc. - Geological Engineering; Ph.D. - Geology, with Minor in
Mineral Economics) and the University of Arizona (M.Sc. - Geosciences). He is an
A.I.P.G. Certified Professional Geologist (C.P.G. 10688) and a CSA NI43-101
Qualified Person. His twenty three years of international exploration experience
include directing generative exploration programs and managing advanced project
evaluations for Placer Dome and Cambior in the United States, Brazil, Chile,
Ecuador, Papua New Guinea, and Mexico. Dr. Gray has successfully managed mine
permitting, water rights, and community relocation issues related to mine
development in Mexico. Since 2000 he has been the President of Resource
Geosciences de Mexico, a firm comprised of 30 geoscientists providing technical,
administrative, and logistical services to clients throughout the Americas.
Acting in the capacity of a CSA NI43-101 Qualified Person Dr. Gray has
co-authored Feasibility Studies and Preliminary Economic Assessments of active
mines and advanced development projects, most recently for Grayd Resource
Corporations La India gold project in Mexico (December 2010) and Frontera
Copper Corporations Piedras Verdes copper mine in Mexico (February 2010).

6.B. Compensation

COMPENSATION OF EXECUTIVE OFFICERS

The following table provides a summary of all annual and
long-term compensation for services rendered in all capacities to the
Corporation for the fiscal years ended April 30, 2009, 2010 and 2011 in respect
of the individuals who served, during the fiscal year ended April 30, 2011, as
the Chief Executive Officer and the Chief Financial Officer of the Corporation
(the Named Executive Officers). The Corporation had no other executive
officers during the fiscal year ended April 30, 2011.

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Summary Compensation Table

Name and Principal
      Position
    Fiscal Year
      **Ended** April 30,
    Salary
    Share- based
      awards
    Option- based
      awards(1)
    Non-equity incentive
      plan compensation
    Pension value
    **All other**
      **compensation**
    Total
      **compensation**Annual Incentive
      Plans
    **Long-**
      **term** incentive
PlansShastri Ramnath, 
    President and 
    Chief Executive 
    Officer
      (2)
    2011
    $91,250
    Nil
    $1,214,400(3)
    Nil
    Nil
    Nil
    Nil
    $1,305,650Hugh
      Snyder,Chairmanand Former 
    Chief Executive 
    Officer
      (4)
    2011
    $65,625(5)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $65,6252010
    $37,500 (5)
    Nil
    $472,000 (6)
    Nil
    Nil
    Nil
    Nil
    $509,5002009
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilCarmelo Marrelli, Chief
      Financial 
    Officer
    2011
    $40,000(7)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    $40,0002010
    $36,000(7)
    Nil
    $8,000(8)
    Nil
    Nil
    Nil
    Nil
    $44,0002009
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


Note(s):

|(1) | Caution should be exercised with regard to the
      Black-Scholes option valuation model as its calculation is subjective, is
      based on variables at the date of issue of the related stock options and
      is not adjusted for future changes in the Corporations share
  price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | Ms. Ramnath was appointed as President and Chief
      Executive Officer effective September 29, 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | On September 23, 2010, the Corporation granted 400,000
      stock options to Ms. Ramnath pursuant to the Corporations stock option
      plan, exercisable for one common share each at a price of $1.05 per share
      for a period of five years expiring on September 23, 2015. The options
      vest as to one-third on the date of grant and one-third on each of the
      first and second anniversaries of the date of grant. The grant date fair
      value of $273,600 was assigned to the stock options as estimated by using
      the Black-Scholes valuation model with the following assumptions: expected
      dividend yield of 0%, expected volatility of 81%, risk-free rate of return
      of 2.11% and an expected maturity of 5 years. On December 21, 2010, the
      Corporation granted 1,600,000 stock options to Ms. Ramnath pursuant to the
      Corporations stock option plan, exercisable for one common share each at
      a price of $1.00 per share for a period of five years expiring on December
      21, 2015. The options vest as to one-third on the date of grant and
      one-third on each of the first and second anniversaries of the date of
      grant. The grant date fair value of $940,800 was assigned to the stock
      options as estimated by using the Black- Scholes valuation model with the
      following assumptions: expected dividend yield of 0%, expected volatility
      of 77%, risk-free rate of return of 2.17% and an expected maturity of 5
      years.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4) | Mr. Snyder was appointed as Chairman of the Board and
      director effective November 11, 2009 and as Chief Executive Officer
      effective January 11, 2010. Mr. Snyder resigned as Chief Executive Officer
      on September 29, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | Amounts paid to H.R. Snyder Consultants for the services
      of Mr. Snyder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(6) | On November 12, 2009, the Corporation granted 200,000
      stock options to Mr. Snyder pursuant to the Corporations stock option
      plan, exercisable for one common share each at a price of $1.20 per share
      for a five-year period expiring on November 12, 2014. The options vest
      one-third on the date of grant and one-third each on the first and second
      anniversaries of the date of grant. The grant date fair value of $172,000
      was assigned to the stock options as estimated by using the Black-Scholes
      valuation model with the following assumptions: expected dividend yield 0%, expected
      volatility 93%, risk-free rate of return 2.7% and an expected maturity of
      5 years. On December 8, 2009, the Corporation granted 300,000 options to
      Mr. Hugh Snyder pursuant to the Corporation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.                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(7) | Amounts paid to MSSI for the services of Mr.
    Marrelli.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(8) | On August 20, 2009, the Corporation granted 100,000 stock
      options to Mr. Marrelli, exercisable for one common share each at a price
      of $0.35 per share for a five-year period. These stock options vested
      immediately. The grant date fair value of $8,000 was assigned to the stock
      options as estimated by using the Black-Scholes valuation model with the
      following assumptions: expected dividend yield 0%, expected volatility
      100%, risk-free rate of return 2.6% and an expected maturity of 5
      years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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Outstanding Share-Based Awards and Option-Based Awards

Set forth in the table below is a summary of all share-based
and option-based awards held by each of the Named Executive Officers outstanding
as of April 30, 2011.

Option-Based Awards
    Share-Based AwardsName
    Number of securities
      underlying unexercised options (#)
    Option exercise
    price
    Option expiration date
    Value of unexercised
      in-the-
    money options(1)
    Number of shares 
    or units
      of shares 
    that have not
    vested (#)
    Market or payout value of
      
    share- based awards that have not
    vestedShastri Ramnath
    400,000
    $1.05
    September 23, 2015
    $Nil
    Nil
    Nil1,600,000
    $1.00
    December 21, 2015
    $Nil
    Nil
    NilHugh Snyder
    200,000
    $1.20
    November 12, 2014
    $Nil
    Nil
    Nil300,000
    $1.40
    December 7, 2014
    $Nil
    Nil
    NilCarmelo Marrelli
    100,000
    $0.35
    August 20, 2014
    $32,000
    Nil
    Nil


Incentive Plan Awards  Value Vested During the Year

Set forth below is a summary of the value vested during the
financial year of the Corporation ended April 30, 2011 in respect of all
option-based and share-based awards and non-equity incentive plan compensation
granted to the Named Executive Officers.

Name
    Option-based awards  value vested
      during 
    the year(1)
    Share-based awards  value vested
      during 
    the year
    Non-equity incentive 
    plan
      compensation  value earned during 
    the yearShastri Ramnath
    $404,800
    Nil
    NilHugh Snyder
    $157,333
    Nil
    NilCarmelo Marrelli
    Nil
    Nil
    Nil


Notes:

|(1) | The fair value of the options granted was calculated
      using the Black-Scholes valuation method using the assumptions set forth
      in the notes to the table under the heading Summary Compensation Table
      above. Caution should be exercised with regard to the Black-Scholes option
      valuation model as its calculation is subjective, is based on variables at
      the date of issue of the related stock options and is not adjusted for
      future changes in the Corporations share price.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For further details concerning the incentive plans of the
Corporation, please see Stock Option Plan under Item 6.E. below.

127

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COMPENSATION DISCUSSION AND ANALYSIS

The Corporations approach to executive compensation has been
to provide suitable compensation for executives that is internally equitable,
externally competitive and reflects individual achievement. The Corporation
attempts to maintain compensation arrangements that will attract and retain
highly qualified individuals who are able and capable of carrying out the
objectives of the Corporation.

The Corporations compensation arrangements for the Named
Executive Officers may, in addition to salary, include compensation in the form
of bonuses and, over a longer term, benefits arising from the grant of stock
options. Given the stage of development of the Corporation, compensation of the
Named Executive Officers to date has emphasized meaningful stock option awards
to attract and retain Named Executive Officers and to a certain extent, conserve
cash. This policy may be re-evaluated in the future to instead emphasize
increased base salaries and/or cash bonuses with a reduced reliance on option
awards, depending upon the future development of the Corporation and other
factors which may be considered relevant by the board from time to time.

During fiscal 2011, (i) Ms. Ramnath, the President and Chief
Executive Officer of the Corporation, received a salary of $91,250 and stock
option grants valued at $1,214,400 (in consideration of her services from
September 29, 2010 through the end of the fiscal year); (ii) Mr. Snyder, in his
role as the Chairman and former Chief Executive Officer of the Corporation,
received, through H.R. Snyder Consultants, a salary of $65,625 (in consideration
of his services for the full fiscal year as Chairman of the Corporation, and
from May 1, 2010 to September 29, 2010 as Chief Executive Officer of the
Corporation); and (iii) Mr. Marrelli, the Chief Financial Officer of the
Corporation, was paid a salary, through MSSI, of $40,000. The compensation
program of the Corporation is designed to reward such matters as exploration
success, market success, share performance, and the ability to implement
strategic plans. The board of directors of the Corporation establishes and
reviews the Corporations overall compensation philosophy and its general
compensation policies with respect to the Chief Executive Officer and other
officers, including the corporate goals and objectives and the annual
performance objectives relevant to such officers. The board then evaluates each
officers performance in light of these goals and objectives. In determining
compensation matters, the board may consider a number of factors, including the
Corporations performance, the value of similar incentive awards to officers
performing similar functions at comparable companies, the awards given in past
years and other factors it considers relevant. The current overall objectives of
the Corporations compensation strategy is to reward management for their
efforts, while conserving cash where advisable given market conditions and
current exploration and development plans. With respect to any bonuses or
incentive plan grants which may be awarded to executive officers in the future,
the Corporation has not currently set any objective criteria and will instead
rely upon any recommendations and discussion at the board level with respect to
the above-noted considerations and any other matters which the board may
consider relevant on a going-forward basis, including the cash position of the
Corporation.

Existing options held by the Named Executive Officers at the
time of subsequent option grants are taken into consideration in determining the
quantum or terms of any such subsequent option grants. Options have been granted to directors, management, employees and certain service
providers as long-term incentives to align the individuals interests with those
of the Corporation. The size of the option awards is in proportion to the deemed
ability of the individual to make an impact on the Corporations success.

128

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TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND
EMPLOYMENT CONTRACTS

There are currently no employment contracts between the
Corporation and any Named Executive Officer, nor any compensatory plan, contract
or arrangement where a Named Executive Officer is entitled to receive payments
from the Corporation in the event of a resignation, retirement or any other
termination of the Named Executive Officers employment with the Corporation, a
change of control of the Corporation or a change in the Named Executive
Officers responsibilities following a change of control.

COMPENSATION OF DIRECTORS

Historically, directors of the Corporation who were not
officers did not receive any cash fees for their services. Directors who were
not officers were entitled to receive compensation to the extent that they
provided services to the Corporation at rates that would be charged by such
directors for such services to arms length parties. During the years ended
April 30, 2009 and 2010, no such fees were paid to any director of the
Corporation. Beginning in May 1, 2010, members of the Corporations Technical
Committee have been entitled to be paid for their service on such committee.

Directors are eligible to participate in the stock option plan
of the Corporation. As of June 30, 2011, the Corporation had outstanding options
to purchase 4,565,000 common shares, of which 3,200,000 options have been
granted to current directors of the Corporation.

The Corporation maintains liability insurance for the
directors. The current policy of insurance is in effect until January 7, 2012
and a premium of $15,120 has been paid by the Corporation. No portion of the
premium is directly paid by any of the directors. The aggregate insurance
coverage obtained under the policy is limited to $5,000,000 with a deductible
limit of $20,000 per claim. No claims have been made or paid under such policy.

Director Compensation

The following table provides a summary of all annual and
long-term compensation for services rendered in all capacities to the
Corporation for the fiscal year ended April 30, 2011, in respect of the
individuals who were, during the fiscal year ended April 30, 2011, directors of
the Corporation other than the Named Executive Officers.

Name
    Fees Earned
    Share- based awards
    Option- based
      awards(1)
    Non-equity incentive plan
      compensation
    Pension value
    All other compensation
    TotalJon North
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilJohn McBride
      (2)
    $20,000
    Nil
    Nil
    Nil
    Nil
    Nil
    $20,000Wolf Seidler
    Nil
    Nil
    Nil
    Nil
    Nil
    $49,500(3)
    $49,500Graham Clow
      (4)
    $10,000
    Nil
    $116,500(5)
    Nil
    Nil
    Nil
    $126,500


Notes:

|(1) | Caution should be exercised with regard to the
      Black-Scholes option valuation model as its calculation is subjective, is
      based on variables at the date of issue of the related stock options and
      is not adjusted for future changes in the Corporations share
  price.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

129

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|(2) | Mr. McBride resigned from the board of directors on
      January 10, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Paid in consideration of consulting services provided to
      the Corporation for service on the Technical Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | Mr. Clow was appointed to the board of directors on
      January 10, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5) | On January 7, 2011, the Corporation granted 250,000 stock
      options to Mr. Clow pursuant to the Corporations stock option plan,
      exercisable for one common share each at a price of $1.00 per share for a
      period of five years expiring on January 7, 2016. The options vest as to
      one-third on the date of grant and one-third on the first and second
      anniversaries of the date of grant. The grant date fair value of $116,500
      was assigned to the stock options as estimated by using the Black-Scholes
      valuation model with the following assumptions: expected dividend yield of
      0%, expected volatility of 76%, risk-free rate of return of 2.24% and an
      expected maturity of 5 years.

Outstanding Share-Based Awards and Option-Based Awards

Set forth in the table below is a summary of all share-based
and option-based awards held by each of the directors of the Corporation other
than the Named Executive Officers as of April 30, 2011.

Option-Based Awards
    Share-Based AwardsName
    Number of
      securities underlying unexercised options (#)
    Option exercise
      
    price ($)
    Option expiration
      date
    Value of
      unexercised in-the-
    money options
      ($)(1)
    Number of shares
      
    or units of shares 
    that have not vested
      (#)
    Market or payout
      
    value of share- based 
    awards that have 
    not
      vested ($)Jon North
    200,000
    $0.35
    August 20, 2014
    $64,000
    Nil
    NilJohn McBride (2)
    200,000
    $0.35
    January 7, 2012
    $64,000
    Nil
    NilWolf Seidler
    250,000
    $2.15
    January 11, 2015
    Nil
    Nil
    NilGraham Clow (3)
    250,000
    $1.00
    January 7, 2016
    Nil
    Nil
    Nil


Notes:

|(1) | Based upon the closing price of the common shares as at
      April 30, 2011, which was $0.67 per share.
|--- | --------------------------------------------------------------------------------------------------------
|    |                                                                                                         
|(2) | Mr. McBride resigned from the board of directors on
      January 10, 2011.                             
|    |                                                                                                         
|(3) | Mr. Clow was appointed to the board of directors on
      January 10, 2011.                             

130

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Incentive Plan Awards  Value Vested During the Year

Set forth below is a summary of the value vested during the
financial year of the Corporation ended April 30, 2011 in respect of all
option-based and share-based awards and non-equity incentive plan compensation
granted to the directors of the Corporation, other than the Named Executive
Officers.

Name
    Option-based awards 
    value vested
      during the year ($)(1)
    Share-based awards  value vested
      during 
    the year ($)
    Non-equity incentive 
    plan
      compensation 
    value earned during 
    the year ($)Jon North
    Nil
    Nil
    NilJohn McBride
      (2)
    Nil
    Nil
    NilWolf Seidler
    $126,583
    Nil
    NilGraham Clow
      (3)
    $38,833
    Nil
    Nil


Notes:

(1) The fair value of the options granted was calculated using
the Black-Scholes valuation method using the assumptions set forth in the notes
to the table under the heading Director Compensation above. Caution should be
exercised with regard to the Black-Scholes option valuation model as its
calculation is subjective, is based on variables at the date of issue of the
related stock options and is not adjusted for future changes in the
Corporations share price.

(2) Mr. McBride resigned from the board of directors on January
10, 2011.

(3) Mr. Clow was appointed to the board of directors on January
10, 2011.

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, 2011 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.

From April 30, 2010 through January 10, 2011, the Corporations
audit committee was comprised of Messrs. McBride, Seidler and North. As of
January 10, 2011, Mr. McBride resigned from the board and was replaced by Mr.
Clow. Each member of the audit committee was considered to be independent. 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 continue to be Messrs. Clow (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.

131

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

6.D. Employees

As of April 30, 2011, the Corporation had four employees. Three
were based out of Ontario Canada and one was based out of Nevada.

6.E. Share Ownership

Holder
    Number/Type of 
    Shares Under
      Options Exercisable Currently 
    or Within 60 days
      of 
    June 30, 2011
    Number/Type of 
    Shares
      Under Warrants Exercisable Currently or
      Within 60 days of 
    June 30, 2011
    Number of Common Shares
      Held as of 
    June 30, 2011
    Percentage of Common Shares
      Beneficially 
    Held as of 
    June 30, 2011(1)Shastri Ramnath(2)(3)
    666,666 Common Shares
    Nil
    15,000
    1.33%Jon North(3)
    200,000 Common Shares
    25,000 Common Shares
    25,000
    *John McBride(4)
    200,000 Common Shares
    150,000 Common Shares
    150,000
    *Wolf Seidler(3)
    83,333 Common Shares
    10,000
    20,000
    *Hugh Snyder(3)(5)
    333,333 Common Shares
    3,000,000 Common Shares
    2,350,000
    10.54%Carmelo Marrelli(6)
    100,000 Common Shares
    Nil
    Nil
    *Graham Clow(3)(7)
    83,333 Common Shares
    3,000,000 Common Shares
    4,500
    *


* Represents less than 1%.

|(1) | Based on 50,579,600 shares outstanding as of June 30,
      2011 and calculated in accordance with Rule 13d-3 under the Exchange
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Ms. Ramnath was appointed President and Chief Executive
      Officer of the Corporation effective September 29, 2010. On September 23,
      2010, the Corporation granted 400,000 stock options to Ms. Ramnath
      pursuant to the Corporations stock option plan, exercisable for one
      common share each at a price of $1.05 per share for
aperiod of five years expiring on September 23, 2015. The
      options vest as to one-third on the date of grant and one-third on each of
      the first and second anniversaries of the date of grant. On December 21,
      2010, the Corporation granted 1,600,000 stock options to Ms. Ramnath
      pursuant to the Corporations stock option plan, exercisable for one
      common share each at a price of $1.00 per share for a period of five years
      expiring on December 21, 2015. The options vest as to one-third on the
      date of grant and one-third on each of the first and second anniversaries
      of the date of grant.

132

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|(3) | Currently a director of the Corporation.                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Mr. McBride resigned from the board of directors on
      January 10, 2011.                                                                           
|(5) | Currently the Chairman of the Corporation. Mr. Snyder
      resigned as Chief Executive Officer of the Corporation effective September
      29, 2010.
|(6) | Currently the Chief Financial Officer of the
      Corporation.                                                                                       
|(7) | Mr. Clow was appointed to the board of directors on
      January 10, 2011.                                                                           

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. As of June 30, 2011, an aggregate of 4,565,000 options
have been granted by the Corporation under the Plan.

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.

133

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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 30, 2011:

Name of Major Shareholder
    Number of Common Shares
      Beneficially Held as at June 30, 2011
    Percentage of Common Shares
      Held as at June 30, 2011(1)Wayne Beach
    6,097,900(2)
    11.46%Hugh Snyder
    5,683,333(3)
    10.54%Pinetree Capital Ltd.
    2,935,500(4)
    5.72%Fronteer Gold Inc.
    4,500,000
    8.90%Libra Advisors, LLC
    3,000,000(5)
    5.81%


(1) Based on 50,579,600 shares outstanding as of June 30, 2011
and calculated in accordance with Rule 13d-3 under the Exchange Act.(2)
Includes 2,631,000 common shares issuable upon the exercise of warrants.(3)
Includes 333,333 common shares issuable upon the exercise of options and
3,000,000 common shares issuable upon the exercise of warrants.(4) Includes
750,000 common shares issuable upon the exercise of warrants. (5) Includes
1,000,000 common shares issuable upon the exercise of warrants. Ownership of
these securities are shared by Libra Advisors, LLC, Libra Fund II (Luxembourg)
S.a.r.l. and Ranjan Tandon, managing member of Libra Advisors, LLC.

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

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.

On November 15, 2010, Fronteer Gold Inc. acquired 4,500,000
common shares of the Corporation.

Libra Advisors, LLC acquired its securities of the Corporation
as part of the Offering.

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 1,734,545
common shares of the Corporation are held in the United States by an aggregate
of 17 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.

134

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7.B. Related Party Transactions

The Corporation had the following related party transactions
during the years ended April 30, 2011, 2010 and 2009:

| | (a) | During the year ended April 30, 2011, the Corporation
      paid consulting fees of $nil (2010 - $21,000; and 2009 - $nil) to St.
      Germain Capital Corp., a corporation that is beneficially controlled by
      Steven Mintz, the former Chief Executive Officer of the Corporation. The
      former Chief Executive Officer of the Corporation is the President and a
      director of the associated company. These costs are reflected in
      management fees in the consolidated statements of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | For the year ended April 30, 2011, the Corporation paid
      $40,000 (2010 - $36,000; and 2009 - $nil) to MSSI for the services of
      Carmelo Marrelli to act as Chief Financial Officer of the Corporation.
      These costs are reflected in management fees in the consolidated
      statements of operations. Carmelo Marrelli is the President of MSSI. As at
      April 30, 2011, MSSI was owed $12,562 (April 30, 2010 - $12,226 and April
      30, 2009 - $nil) and this amount was included in accounts payable and
      accrued liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | For the year ended April 30, 2011, the Corporation paid
      $10,696, (2010 - $5,637 and 2009 - $nil) to DSA Corporate Services Inc.
      (DSA), a firm providing corporate secretarial services to the
      Corporation. Carmelo Marrelli, the Chief Financial Officer of the
      Corporation is the secretary of DSA. These costs are reflected in
      professional fees in the consolidated statements of operations. As at
      April 30, 2011, DSA was owed $989 (April 30, 2010 - $919 and April 30,
      2009 - $nil) and this amount was included in accounts payable and accrued
      liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | During the year ended April 30, 2011, the Corporation
      paid management consulting fees of $65,625 (2010 - $37,500 and 2009 -
      $nil) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman of the
      Corporation. H.R. Snyder Consultants is controlled by Hugh Snyder. Of this
      amount, $45,313 (2010 - $37,500 and 2009 - $nil) is reflected in
      management fees and $20,312 (2010 - $nil and 2009 - $nil) is reflected in
      general and administrative expenses in the consolidated statements of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | During the year ended April 30, 2011, the Corporation
      paid engineering consulting fees of $54,500 (2010 - $18,333 and 2009 -
      $nil) to Wolf Seidler, a director of the Corporation. Of this amount,
      $31,250 (2010 - $18,333 and 2009 - $nil) is reflected in professional
      fees. $23,250 (2010 - $nil and 2009 - $nil) is reflected in general and
      administrative expenses in the consolidated statements of operations. As
      at April 30, 2011, the director was owed $2,260 (2010 - $nil) and this
      amount was included in accounts payable and accrued liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | During the year ended April 30, 2011, a significant
      shareholder of the Corporation (Wayne Beach), and a significant
      shareholder who is also a director and Chairman of the Corporation (Hugh
      Snyder), granted an aggregate of 1,000,000 options to an officer (Shastri
      Ramnath) of the Corporation to acquire certain of their holdings of common
      shares of the Corporation at an exercise price of $1.00 per share until
      September 29, 2015. These options were to vest as to one-third on March
      29, 2011, one-third on September 29, 2011 and one-third on September 29,
      2012. The grant date fair value of $729,000 was assigned to the stock
      options as estimated by using the Black-Scholes valuation model with the
      following assumptions: expected dividend yield of 0%, expected volatility
      of 80%, risk-free rate of return of 1.79%, and an expected maturity of 5
      years. On December 21, 2010, the options were cancelled and $nil was
      expensed as stock based compensation in the year ended April 30,
    2011.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | During the year ended April 30, 2011, the Corporation
      paid/accrued geological consulting fees of $nil (2010 - $11,340) to Mafic
      Planet Limited, a company that is controlled by Jon North, a director of
      the Corporation. These costs are included in interests in mineral
      properties and deferred exploration expenditures for the property
      interests in Chile on the consolidated balance sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | In the non-brokered private placement financing on
      December 1, 2009, the Chairman (Hugh Snyder) and former Chief Executive
      Officer of the Corporation subscribed for 1 million units at a price of
      $1.00 per unit. A director of the Corporation subscribed for 150,000 units
      at a price of $1.00 per unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

135

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

Except as mentioned above, 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 July 25, 2011, 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.

As of the date hereof, the Corporation has nothing to disclose
in response to the required information concerning mine safety violations or
other regulatory matters under Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act.

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 financial statements of the
Corporation (April 30, 2011), no significant changes have occurred with respect
to the business of the Corporation, except as follows:

| | i.  | On May 20, 2011, the Corporation decided to terminate its
      rights to the Rosario, Eliana I, II and III, and Julia mining concessions
      and did not make the May 20, 2011 property payment of US$720,000. The
      Corporation has retained its rights to the Trillador and Tamara
      properties. These properties are subject to the future property payments
      listed of page 25 (Tamara) and page 26 (Trillador).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ii. | On June 8, 2011, the Corporation granted 5,000 stock
      options to an employee pursuant to the Corporations stock option plan,
      exercisable for one common share each at a price of $0.85 per share for a
      period of five years expiring on June 8, 2016. The options vest as to
      one0third on the date of the grant and one-third on the first and second
      anniversaries on the date of grant.             

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| | iii. | On June 8, 2011, the Corporation granted 50,000 stock
      options to a consultant pursuant to the Corporations stock option plan,
      exercisable for one common share each at a price of $0.85 per share for a
      period of five years expiring on June 8, 2016. The options vest as to
      one-third on the date of grant and one- third on the first and second
      anniversaries on the date of grant.                                                                                               
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iv.  | On July 19, 2011, the Corporation entered into an option
      agreement (the Option Agreement) with Orsa Ventures Crop. (Orsa)
      whereby Orsa can earn a 51% interest in Bridgeports Ashby Gold property
      in Nevada through phased exploration expenditures, share payments and a
      cash payment to Bridgeport. Pursuant to the terms of the Option Agreement,
      Orsa has the option (the First Option) to earn up to a 49% interest in
      the Ashby property by:                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | If Orsa exercises the First Option and acquires a 49%
      interest in the Ashby property, it will have the option (the Second
      Option) to acquire a further 2% interest in the Ashby property (for an
      aggregate 51% interest) by paying Bridgeport $100,000 in cash and issuing
      to Bridgeport common shares having an aggregate value of $100,000 within a
      90-day period.                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | Following the exercise of the First Option, and if
      applicable, the Second Option, Orsa and Bridgeport will form a joint
      venture for further exploration and development of the Ashby property. If
      Orsa has exercised the Second Option, it will hold a 51% interest in the
      joint venture and will be the operator for the joint venture. If Orsa has
      not exercised the Second Option, Orsa will hold a 49% interest in the
      joint venture and Bridgeport will become the operator.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      | The Option Agreement remains subject to the approval of
      the TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                              

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 with respect to trading activity for
the common shares on m annual, quarterly and 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)

Year
    High
    LowApril 30, 2011
    $2.15
    $0.55April 30, 2010
    $2.75
    $0.20


Quarter
      Ended
    High
    LowApril 30, 2011
    $0.91
    $0.55January 31, 2011
    $1.18
    $0.76October 31, 2010
    $1.14
    $0.91July 31, 2010
    $2.15
    $1.10April 30, 2010
    $2.75
    $2.00January 31, 2010
    $2.50
    $1.10October 31, 2009(2)
    $1.55
    $0.20


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Month
    High
    LowJune 2011
    $0.52
    $0.41May 2011
    $0.65
    $0.50April 2011
    $0.71
    $0.55March 2011
    $0.75
    $0.56February 2011
    $0.90
    $0.73January 2011
    $0.93
    $0.76


(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.

(2) Covers the period from October 9, 2009 through October 31,
2009.

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.

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

Not applicable.

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.

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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,
save and except for one nominee share;                   
|       |                                                                                                                                                                                                                                                                                                
|(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;                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                
|(ix)   | Letter of Intent – Option Agreement related to the Rosario I / 10 with its Demasias dated September 11, 2009.                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                
|(x)    | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Eliana I Una de la Sierra San Marcos related to the Eliana I concessions dated November 5, 2009;                                                                               
|       |                                                                                                                                                                                                                                                                                                
|(xi)   | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A., Sociedad Legal Minera Eliana II Una de la Sierra San Marcos and Sociedad Legal Minera Eliana III Una de la Sierra San Marcos related to the
Eliana II and Eliana III concessions dated November 5, 2009;
|       |                                                                                                                                                                                                                                                                                                
|(xii)  | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Julia Una de la Sierra San Marcos related to the Julia concessions dated November 5, 2009;                                                                                     
|       |                                                                                                                                                                                                                                                                                                
|(xiii) | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Rosario Una de la Sierra San Marcos related to the Rosario concessions dated November 5, 2009;                                                                                 

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|(xiv)   | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Tamara I Una de la Sierra San Marcos related to the Tamara concessions dated November 5, 2009;               
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                              
|(xv)    | Amendment of Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Tamara I Una de la Sierra San Marcos related to the Tamara concessions dated November 5, 2009;  
|        |                                                                                                                                                                                                                              
|(xvi)   | Option Agreement related to the McCart property dated August 20, 2010 between the Corporation and Gondwana Gold (formerly China Opportunity);                                                                                
|        |                                                                                                                                                                                                                              
|(xvii)  | Letter of Intent – Option Agreement related to the Trillador property dated June 23, 2010;                                                                                                                                   
|        |                                                                                                                                                                                                                              
|(xviii) | First Modification to Letter of Intent – Option Agreement related to the Trillador property dated August 27, 2010;                                                                                                           
|        |                                                                                                                                                                                                                              
|(xix)   | Purchase Agreement dated October 22, 2010 among the Corporation, BPV Gold, Fronteer Development (USA) Inc. and Nevada Eagle Resources LLC in connection with certain mining claims located in Nevada;                        
|        |                                                                                                                                                                                                                              
|(xx)    | Modification to Acquisition Agreement among the Rio Condor Resources S.A., Mario Leoncio Contreras Villar and Asesorías e Inversiones Invermondo Limitada in connection with the Simonetta property dated September 15,
2010;
|        |                                                                                                                                                                                                                              
|(xxi)   | Agency Agreement dated December 13, 2010 between the Corporation and RBC Dominion Securities Inc. and MGI Securities Inc. governing the terms of the public offering of the Corporation, which closed on December 20, 2010;  
|        |                                                                                                                                                                                                                              
|(xxii)  | Warrant Indenture entered into between the Corporation and Valiant Trust Company dated December 20, 2010 governing the terms of the share purchase warrants of the Corporation issued on December 20, 2010;                  
|        |                                                                                                                                                                                                                              
|(xxiii) | Option Agreement for Purchase of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Mineral Trillador Una de la Sierra San Marco related to the Trillador concessions dated January 31, 2011; and       
|        |                                                                                                                                                                                                                              
|(xxiv)  | Letter Agreement related to the Ashby Gold property dated July 19, 2011 between the Corporation and Orsa Ventures Corp.                                                                                                      

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 2011 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 could come into force in 2011 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 can 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 or on behalf
of 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 non-residents of Canada are normally 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 of the Corporation unless the common share is “taxable Canadian property” to the US Holder and
relief is not available under the Treaty. Generally, the common shares will not be taxable Canadian property to a US Holder with respect to a particular disposition if the common shares are listed on a “designated stock exchange” (which
includes Tiers 1 and 2 of the TSXV) unless at any time in the 60 month period 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 25%
or more of the issued shares of any class or series of shares of the capital stock of the Corporation, 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 ANNUAL REPORT 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. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary or proposed), administrative rulings of the Internal Revenue Service
(“IRS”), judicial decisions and the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “U.S.-Canada tax treaty”), as in effect
and available as of the date of this annual report, all of which are subject to change, possibly with retroactive effect. 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.

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 “United States Federal Income Tax Considerations – Passive Foreign Investment Company Rules” and “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, 2013, 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 U.S.-Canada tax treaty 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. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot
exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this
limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” However, the amount of a distribution with respect to the common
shares that is treated as “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this
limitation is calculated separately with respect to specific categories of income. Dividends paid to a U.S. Holder generally will constitute “foreign source” income and generally will be categorized as “passive category”
income. 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 “United States Federal Income Tax Considerations – Passive Foreign Investment Company Rules” and “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. Special rules apply where a non-U.S. corporation owns, directly or indirectly, at
least 25% (by value) of the shares of another corporation (a “lower-tier corporation”).

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For purposes of determining whether the Corporation is a PFIC, it will be treated as if it held its proportionate share of the assets of any lower-tier corporation and received directly its proportionate share of the income of any lower-tier
corporation.

For purposes of the PFIC rules, and subject to certain exceptions, passive income generally includes dividends, interest, certain rents and royalties, and the excess of gains over losses from certain commodities transactions, including transactions
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”).

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 “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.

Under recently enacted U.S. tax legislation and subject to future guidance, if the Corporation is a PFIC, U.S. Holders will be required to file an annual information return with the IRS (on IRS Form 8621, which will be required to be filed with
income tax or information returns) relating to their ownership of the common shares (the “general filing requirement”). In addition under the current version of the Instructions to IRS Form 8621, if the Corporation is a PFIC, U.S.
Holders generally will be required to file IRS Form 8621 if they receive excess distributions from or dispose of the common shares or in order to make certain tax elections with respect to the common shares (“the reportable transaction filing
requirement”). Pursuant to recent IRS guidance, the IRS has temporarily suspended the general filing requirement under the recent legislation until the IRS releases a revised IRS Form 8621 which reflects the recently enacted U.S. tax
legislation. However, the reportable transaction filing requirement is not affected by the temporary suspension set forth in the recent IRS guidance and continues to apply to PFIC shareholders under the current version of the Instructions to IRS
Form 8621.

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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 bring into 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.

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.

Surtax on Unearned Income

For tax years beginning after December 31, 2012, certain U.S. persons, including individuals, estates and trusts, will be subject to an additional 3.8% Medicare tax on “net investment income.” Investment income generally includes passive
income such as interest, dividends, annuities, royalties, rents, and capital gains. Net investment income would be reduced by properly allocable deductions to such income.

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 common 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 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.

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.

Additional Reporting Requirements

Recently-enacted U.S. tax legislation generally requires a U.S. individual to report to the IRS certain interests owned by such individual in stock issued by a non-U.S. person (such as the Corporation’s common shares), if the aggregate
value of all such interests exceeds $50,000. This reporting requirement is subject to certain exceptions (including an exception for stock held in custodial accounts maintained by a U.S. financial institution), and applies for tax years
beginning after March 18, 2010. Pursuant to recent IRS guidance, this reporting requirement has been suspended until the IRS releases IRS Form 8938. Additional guidance is expected regarding the specific information that will be required to be
reported on IRS Form 8938. Prior to filing their annual income tax returns, U.S. Holders should consult their tax advisers regarding whether additional guidance has been issued with respect to this reporting requirement, and if so, how to comply
with such guidance.

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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

Not applicable.

10.H. Documents on display

All documents referenced in this Annual Report on Form 20-F 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 Annual Report on Form 20-F, including exhibits, under the Exchange Act.

You may read and copy all or any portion of the Annual Report 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.

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

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, on a
timely basis so that appropriate decisions can be made regarding public disclosure.

As of the end of the period covered by this Annual Report on Form 20-F, management of the Corporation, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Corporation’s
disclosure controls and procedures as required by applicable United States and Canadian securities laws and regulations. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the
period covered by this Annual Report, the Corporation’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Corporation’s annual filings and interim filings
and other reports filed or submitted is recorded, processed, summarized and reported within time periods specified and that material information is accumulated and communicated to management of the Corporation, including the Chief Executive Officer
and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial
reporting and preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles including a reconciliation to U.S. generally accepted accounting principles.

In designing and evaluating the Corporation’s internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its reasonable judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements.

Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of April 30, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control - Integrated Framework for Smaller Public Companies. Based on this assessment, management believes that, as of April 30, 2011, the Corporation’s internal control over financial reporting was effective
based on those criteria.

Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 20-F does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the
registered public accounting firm because the Corporation is a non-accelerated filer.

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Changes in Internal Control Over Financial Reporting

No changes in the Corporations internal controls or other
factors that have materially affected, or are reasonably likely to materially
affect, these controls have occurred during the year ended April 30, 2011.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors has determined that Mr. Clow is an audit
committee financial expert as defined in Form 20-F.

ITEM 16B. CODE OF ETHICS

The Corporation has adopted a code of ethics within the meaning
of such term as it is used in Form 20-F. The code is available on the
Corporations website at www.bridgeportventures.net/information/code-of-ethics.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

McGovern, Hurley, Cunningham, LLP was the Corporations
independent registered chartered accountants for fiscal years ended April 30,
2011 and 2010. The chart below sets forth the total amount billed to the
Corporation by McGovern, Hurley, Cunningham, LLP for services performed and
breaks down these amounts by category of service:

Principal Accountant
    
    Billed during the year
    Billed during the yearFees and
      Services
    
    ended April 30, 2011
    ended April 30, 2010Audit fees
    
    $142,500
    $22,800Audit Related fees
    
    $Nil
    $NilTax Fees
    
    $4,000
    $1,200All Other Fees
    
    $Nil
    $Nil


Audit Fees are the aggregate fees billed for the audit of the
Corporations consolidated annual financial statements, reviews of prospectus
disclosures and interim financial statements, attestation services that are
provided in connection with statutory and regulatory filings or engagements,
assistance in responding to comment letters from securities regulatory bodies
and consultations with our management as to accounting treatment of transactions
or events and/or the actual or potential impact of final or proposed rules,
standards or interpretation by the securities regulatory authorities, accounting
standard setting bodies or other regulatory or standard setting bodies.

Tax Fees are fees for professional services rendered for tax
compliance and tax advice on actual or contemplated transactions.

Audit committees pre-approval policies and
procedures

The audit committee engages the independent registered
chartered accountants to audit the financial statements, and approves all audit
services, audit-related services, tax services and other services provided by
the auditors. Any services provided by the auditors that are not specifically
included within the scope of the audit must be pre-approved by the audit
committee prior to any engagement. The audit committee is permitted to approve
certain fees for audit-related services, tax services and other services
pursuant to a de minimisexception before the completion of the
engagement.

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

Not applicable.

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

Not applicable.

ITEM 16F. CHANGE IN REGISTRANTs CERTIFYING
ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See financial statements following the signature page of this
Annual Report, which are incorporated herein by reference.

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

|Exhibit  |                                                                                                                                                                                                                                                                                                           
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No. Item | Description of Exhibit                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                           
|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 October 7, 2010)                                                                                                                    
|1.2      | Bylaw No. 1 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 October 7, 2010)                                                                                                               
|1.3      | Bylaw No. 2 of the Corporation
      (incorporated by reference to Exhibit 1.3 to the Corporations
      registration statement on Form 20-F filed with the Commission on October
      7, 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 October 7, 2010)                                                                                                                       
|4.2      | Agency Agreement dated
      September 25, 2009 between the Corporation and Toll Cross Securities Inc.
      (incorporated by reference to Exhibit 4.2 to the Corporations
      registration statement on Form 20-F filed with the Commission on October
      7, 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 October
      7, 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 October 7, 2010)    

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|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 October
      7, 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 October 7, 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 October 7, 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 October 7, 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 October
      7, 2010)                                                                                                          
|4.10 | Letter of Intent  Option
      Agreement related to the Rosario I / 10 with its Demasias dated September
      11, 2009 (incorporated by reference to Exhibit 4.10 to the Corporations
      registration statement on Form 20- F filed with the Commission on October
      7, 2010)                                                                                                                                                                                             
|4.11 | Base Salaries of Chief Executive Officer and
      Chief Financial Officer (incorporated by reference to Exhibit 4.11 to the
      Corporations registration statement on Form 20-F filed with the
      Commission on October 7, 2010)                                                                                                                                                                                                                                            
|4.12 | Option Agreement for Purchase
      of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal
      Minera Eliana I Una de la Sierra San Marcos related to the Eliana I
      concessions dated November 5, 2009 (incorporated by reference to Exhibit
      4.12 to the Corporations registration statement on Form 20-F filed with
      the Commission on October 7, 2010)                                                                                     
|4.13 | Option Agreement for Purchase of Mining
      Concessions between Rio Condor Resources S.A., Sociedad Legal Minera
      Eliana II Una de la Sierra San Marcos and Sociedad Legal Minera Eliana III
      Una de la Sierra San Marcos related to the Eliana II and Eliana III
      concessions dated November 5, 2009 (incorporated by reference to Exhibit
      4.13 to the Corporations registration statement on Form 20-F filed with
      the Commission on October 7, 2010)
|4.14 | Option Agreement for Purchase
      of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal
      Minera Julia Una de la Sierra San Marcos related to the Julia concessions
      dated November 5, 2009 (incorporated by reference to Exhibit 4.14 to the
      Corporations registration statement on Form 20-F filed with the
      Commission on October 7, 2010)                                                                                           
|4.15 | Option Agreement for Purchase of Mining
      Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera
      Rosario Una de la Sierra San Marcos related to the Rosario concessions
      dated November 5, 2009 (incorporated by reference to Exhibit 4.15 to the
      Corporations registration statement on Form 20-F filed with the
      Commission on October 7, 2010)                                                                                       
|4.16 | Option Agreement for Purchase
      of Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera Tamara I
      Una de la Sierra San Marcos related to the Tamara concessions dated
      November 5, 2009 (incorporated by reference to Exhibit 4.16 to the
      Corporations registration statement on Form 20-F filed with the
      Commission on October 7, 2010)                                                                                       

152

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|4.17 | Amendment of Option Agreement for Purchase of
      Mining Concessions between Rio Condor Resources S.A. and Sociedad Legal
      Minera Tamara I Una de la Sierra San Marcos related to the Tamara
      concessions dated November 5, 2009 (incorporated by reference to Exhibit
      4.17 to the Corporations registration statement on Form 20-F filed with
      the Commission on October 7, 2010)                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.18 | Option Agreement related to the
      McCart property dated August 20, 2010 between the Corporation and Gondwana
      Gold (formerly China Opportunity) (incorporated by reference to Exhibit
      4.18 to the Corporations registration statement on Form 20-F filed with
      the Commission on October 7, 2010)                                                                                                          
|4.19 | Letter of Intent  Option Agreement related to
      the Trillador property dated June 23, 2010 (incorporated by reference to
      Exhibit 4.19 to the Corporations registration statement on Form 20-F
      filed with the Commission on October 7, 2010)                                                                                                                                                                   
|4.20 | First Modification to Letter of
      Intent  Option Agreement related to the Trillador property dated August
      27, 2010 (incorporated by reference to Exhibit 4.20 to the Corporations
      Amendment No. 1 to registration statement on Form 20-F filed with the
      Commission on November 1, 2010)                                                                                                                 
|4.21 | Purchase Agreement dated October 22, 2010 among the
      Corporation, BPV Gold, Fronteer Development (USA) Inc. and Nevada Eagle
      Resources LLC in connection with certain mining claims located in Nevada
      (incorporated by reference to Exhibit 4.21 to the Corporations Amendment
      No. 1 to registration statement on Form 20-F filed with the Commission on
      November 1, 2010)                        
|4.22 | Modification to Acquisition
      Agreement among the Rio Condor Resources S.A., Mario Leoncio Contreras
      Villar and Asesorías e Inversiones Invermondo Limitada in connection with
      the Simonetta property dated September 15, 2010 (incorporated by reference
      to Exhibit 4.22 to the Corporations Amendment No. 1 to registration
      statement on Form 20-F filed with the Commission on November 1, 2010)
|4.23 | Agency Agreement dated December 13, 2010
      between the Corporation and RBC Dominion Securities Inc. and MGI
      Securities Inc. (incorporated by reference to Exhibit 4.23 to the
    Corporation's annual report on Form 20-F for the fiscal year ended April 30,
    2011)                                                                                                                                              
|4.24 | Warrant Indenture between the
      Corporation and Valiant Trust Company dated December 20, 2010 governing
      the terms of the share purchase warrants of the Corporation issued on
      December 20, 2010 (incorporated by reference to Exhibit 4.24 to the
    Corporation's annual report on Form 20-F for the fiscal year ended April 30,
    2011)                                                                    
|4.25 | Option Agreement for Purchase of Mining
      Concessions between Rio Condor Resources S.A. and Sociedad Legal Minera
      Trillador Una de la Sierra San Marco related to the Trillador concessions
      dated January 31, 2011 (incorporated by reference to Exhibit 4.25 to the
    Corporation's annual report on Form 20-F for the fiscal year ended April 30,
    2011)                                                 
|4.26 | Letter Agreement related to the
      Ashby Gold property dated July 19, 2011 between the Corporation and Orsa Ventures Corp.
    (incorporated by reference to Exhibit 4.26 to the Corporation's annual
    report on Form 20-F for the fiscal year ended April 30, 2011)                                                                                                                                                      
|8.1  | List of Subsidiaries of the
      Corporation (incorporated by reference to Exhibit 8.1 to the Corporations
      Amendment No. 2 to registration statement on Form 20-F filed with the
      Commission on December 6, 2010)                                                                                                                                                                                                  
|12.1 | Certification of Chief
    Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                                                                                                                                                                                       
|12.2 | Certification of Chief Financial Officer pursuant
    to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                                                                                                                                                                                       
|13.1 | Certification of Chief
    Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the United States Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                         
|13.2 | Certification of Chief Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United
    States Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                         
|15.1 | Consent of McGovern, Hurley, Cunningham, LLP                                                                                                                                                                                                                                                                                                                                                                                    
|15.2 | Consent of Matthew Gray, Ph.D,
      C.P.G.                                                                                                                                                                                                                                                                                                                                                                                     

153

---

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 annual report on its behalf.

|                    | BRIDGEPORT VENTURES INC.  
|------------------- | --------------------------
|                    | Registrant                
|                    |                           
|Date: July 18, 2012 | /s/ Carmelo
      Marrelli
|                    | Carmelo Marrelli          
|                    | Chief Financial Officer   

154

---

| |                                                         | 
| | ------------------------------------------------------- | 
| |                                                         | 
| | Bridgeport Ventures Inc.                                | 
| | (An Exploration Stage Enterprise)                       | 
| |                                                         | 
| | Consolidated Financial Statements                       | 
| | (Expressed in Canadian Dollars)                         | 
| | For the Years Ended April 30, 2011, 2010
      and 2009 | 
| |                                                         | 
| |                                                         | 

---

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of
Bridgeport Ventures Inc. (An Exploration Stage Enterprise) were prepared by
management in accordance with Canadian generally accepted accounting principles.
Management acknowledges responsibility for the preparation and presentation of
the consolidated financial statements, including responsibility for significant
accounting judgments and estimates and the choice of accounting principles and
methods that are appropriate to the Companys circumstances. The significant
accounting policies of the Company are summarized in Note 2 to the consolidated
financial statements.

Management has established systems of internal control over the
financial reporting process, which are designed to provide reasonable assurance
that relevant and reliable financial information is produced.

The Board of Directors is responsible for reviewing and
approving the consolidated financial statements and for ensuring that management
fulfills its financial reporting responsibilities. An Audit Committee assists
the Board of Directors in fulfilling this responsibility. The members of the
Audit Committee are not officers of the Company. The Audit Committee meets with
management to review the internal controls over the financial reporting process,
the consolidated financial statements and the auditors report. The Audit
Committee also reviews the Annual Report to ensure that the financial
information reported therein is consistent with the information presented in the
consolidated financial statements. The Audit Committee reports its findings to
the Board of Directors for its consideration in approving the consolidated
financial statements for issuance to the shareholders.

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

|/s/ "Shastri Ramnath"                 | /s/ "Carmelo Marrelli" 
|------------------------------------- | -----------------------
|Shastri Ramnath                       | Carmelo Marrelli       
|President and Chief Executive Officer | Chief Financial Officer

Toronto, Canada July 25, 2011

- F-1 -

---







INDEPENDENT AUDITORS REPORT

To the Shareholders of Bridgeport Ventures Inc.

We have audited the accompanying consolidated financial
statements of Bridgeport Ventures Inc. and its subsidiaries, which comprise the
consolidated balance sheets as at April 30, 2011 and 2010, the consolidated
statements of operations and comprehensive loss, consolidated statements of
shareholders equity and the consolidated statements of cash flows for each of
the years in the three-year period ended April 30, 2011, and a summary of
significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial
StatementsManagement is responsible for the preparation and fair presentation of these
consolidated financial statements in accordance with Canadian generally accepted
accounting principles and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these consolidated financial
statements based on our audits. We conducted our audits in accordance with
Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from material misstatement. Canadian
generally accepted auditing standards also require that we comply with ethical
requirements.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor's judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of Bridgeport Ventures Inc. and
its subsidiaries as at April 30, 2011 and 2010, and their financial performance
and cash flows for each of the years in the three-year period ended April 30,
2011 in accordance with Canadian generally accepted accounting principles.

McGOVERN,
HURLEY, CUNNINGHAM, LLP
/s/McGOVERN,
HURLEY, CUNNINGHAM, LLP

Chartered Accountants 
Licensed Public Accountants

TORONTO, Canada 
July 25, 2011



- F-2 -

---

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

|As at April 30,                                                                         |   | 2011       |   |   | 2010       |  
|--------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Assets                                                                                  |   |            |   |   |            |  
|Current assets                                                                          |   |            |   |   |            |  
|Cash and cash
      equivalents                                                         | $ | 22,870,894 |   | $ | 11,137,382 |  
|Amounts receivable and prepaids                                                         |   | 328,637    |   |   | 130,342    |  
|Short term investment (Note 6(b))                                                       |   | 280,000    |   |   | -          |  
|                                                                                        |   | 23,479,531 |   |   | 11,267,724 |  
|Interest in exploration
      properties and deferred exploration expenditures (Note 6) |   | 7,659,047  |   |   | 3,840,460  |  
|Equipment (Note 7)                                                                      |   | 42,902     |   |   | 26,007     |  
|                                                                                        | $ | 31,181,480 |   | $ | 15,134,191 |  
|Liabilities                                                                             |   |            |   |   |            |  
|Current liabilities                                                                     |   |            |   |   |            |  
|Accounts payable and accrued
      liabilities (Note 12)                                | $ | 1,046,868  |   | $ | 325,079    |  
|Future income tax liability(Note 11)                                                    |   | -          |   |   | 424,189    |  
|                                                                                        |   | 1,046,868  |   |   | 749,268    |  
|                                                                                        |   |            |   |   |            |  
|Shareholders' Equity                                                                    |   |            |   |   |            |  
|Capital stock
      (Note 8)                                                            |   | 31,364,501 |   |   | 11,798,967 |  
|Warrants (Note 10)                                                                      |   | 5,604,011  |   |   | 3,679,500  |  
|Contributed
      surplus                                                               |   | 2,395,717  |   |   | 1,017,759  |  
|Deficit                                                                                 |   | (9,404,617 | ) |   | (2,111,303 | )
|Accumulated other comprehensive income                                                  |   | 175,000    |   |   | -          |  
|                                                                                        |   | (9,229,617 | ) |   | (2,111,303 | )
|                                                                                        |   | 30,134,612 |   |   | 14,384,923 |  
|                                                                                        | $ | 31,181,480 |   | $ | 15,134,191 |  

Commitments and Contingencies (Note 15) Subsequent events
(Note 16)

Approved on behalf of the board:

|signed " Hugh Snyder " | signed "Graham Clow"
|---------------------- | --------------------
|Director               | Director            

See accompanying notes to the consolidated financial
statements.

- F-3 -

---

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

|For the year ended April 30,                                                               |   | 2011       |   |   | 2010       |   |   | 2009      |  
|------------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | - | - | --------- | -
|                                                                                           |   |            |   |   |            |   |   |           |  
|Expenses                                                                                   |   |            |   |   |            |   |   |           |  
|Stock-based compensation (Note
      9)                                                    | $ | 1,352,186  |   | $ | 1,017,759  |   | $ | -         |  
|Professional
      fees (Note 12)                                                          |   | 787,883    |   |   | 309,989    |   |   | 12,238    |  
|Reporting issuer costs                                                                     |   | 120,173    |   |   | 216,004    |   |   | -         |  
|Management fees
      (Note 12)                                                            |   | 85,313     |   |   | 94,500     |   |   | -         |  
|Business development                                                                       |   | 183,796    |   |   | 153,415    |   |   | -         |  
|General and
      administrative                                                           |   | 974,740    |   |   | 162,037    |   |   | 3,601     |  
|Foreign exchange loss (gain)                                                               |   | (89,826    | ) |   | 60,854     |   |   | -         |  
|Amortization                                                                               |   | 9,067      |   |   | 991        |   |   | -         |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Loss before the under-noted                                                                |   | 3,423,332  |   |   | 2,015,549  |   |   | 15,839    |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Write-off
      of exploration property (Note 6(a)(d)(e)(f))                               |   | 4,474,945  |   |   | -          |   |   | 161,023   |  
|Interest and other income                                                                  |   | (155,774   | ) |   | (22,151    | ) |   | (4,410    | )
|                                                                                           |   |            |   |   |            |   |   |           |  
|Net loss before taxes                                                                      |   | 7,742,503  |   |   | 1,993,398  |   |   | 172,452   |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Future income tax (recovery) (Note 11)                                                     |   | (449,189   | ) |   | (15,200    | ) |   | (48,600   | )
|                                                                                           |   |            |   |   |            |   |   |           |  
|Net loss for the period                                                                    |   | 7,293,314  |   |   | 1,978,198  |   |   | 123,852   |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Unrealized gain on available- for sale
      securities, net of tax of $25,000 (Note 6(b)) |   | (175,000   | ) |   | -          |   |   |           |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Comprehensive loss for the period                                                          | $ | 7,118,314  |   | $ | 1,978,198  |   | $ | 123,852   |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Net loss per share                                                                         |   |            |   |   |            |   |   |           |  
|**- basic and diluted**                                                                    | $ | 0.20       |   | $ | 0.12       |   | $ | 0.02      |  
|                                                                                           |   |            |   |   |            |   |   |           |  
|Weighted average number
      of shares outstanding                                        |   |            |   |   |            |   |   |           |  
|**- basic and diluted**                                                                    |   | 36,402,004 |   |   | 17,111,690 |   |   | 7,895,000 |  

See accompanying notes to the consolidated financial statements.

- F-4 -

---

|Bridgeport Ventures Inc.                       
|-----------------------------------------------
|(An Exploration Stage Enterprise)              
|Consolidated Statements of Shareholders' Equity
|(Expressed in
      Canadian Dollars)          

AccumulatedOtherCapital
    
    
    
    
    
    Contributed
    
    
    **Comprehensive**Stock
    
    
    Warrants
    
    
    Surplus
    
    
    Income
    
    
    Deficit
    
    
    TotalBalance, April 30,
      2008
    $
    367,100
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    (9,253
    )
    $
    357,847Net
      loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (123,852
    )
    
    (123,852
    )Balance, April 30, 2009
    
    367,100
    
    
    -
    
    
    -
    
    
    -
    
    
    (133,105
    )
    
    233,995Issued for exploration
      property interest (Note 6(b))
    
    19,500
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    19,500Initial public offering, net of costs (Note
      8(a))
    
    1,001,767
    
    
    634,955
    
    
    366,812
    
    
    -
    
    
    -
    
    
    -Private placement, net of
      costs (Note 8(b))
    
    8,722,037
    
    
    3,314,563
    
    
    -
    
    
    -
    
    
    -
    
    
    12,036,600Acquisition of Rio Condor Resources S.A.
      (Note 5)
    
    2,040,000
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    2,040,000Exercise of warrants (Note10)
    
    13,500
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    13,500Value of warrants exercised (Note10)
    
    1,875
    
    
    (1,875
    )
    
    -
    
    
    -
    
    
    -
    
    
    -Stock-based compensation
      (Note 9)- Officers and
      directors
    
    -
    
    
    -
    
    
    495,205
    
    
    -
    
    
    -
    
    
    495,205-
      Employee
    
    -
    
    
    -
    
    
    20,493
    
    
    -
    
    
    -
    
    
    20,493- Consultants
    
    -
    
    
    -
    
    
    502,061
    
    
    -
    
    
    -
    
    
    502,061Net loss for the period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,978,198
    )
    
    (1,978,198
    )Balance, April 30, 2010
    $
    11,798,967
    
    $
    3,679,500
    
    $
    1,017,759
    
    $
    -
    
    $
    (2,111,303
    )
    $
    14,384,923


See accompanying notes to the consolidated financial statements.

- F-5 -

---

|Bridgeport Ventures Inc.                                         
|-----------------------------------------------------------------
|(An Exploration Stage Enterprise)                                
|Consolidated Statements of Shareholders' Equity
      (continued)
|(Expressed in
      Canadian Dollars)                            

AccumulatedOtherCapital
    
    
    
    
    
    Contributed
    
    
    **Comprehensive**Stock
    
    
    Warrants
    
    
    Surplus
    
    
    Income
    
    
    Deficit
    
    
    TotalBalance, April 30,
      2010
    $
    11,798,967
    
    $
    3,679,500
    
    $
    1,017,759
    
    $
    -
    
    $
    (2,111,303
    )
    $
    14,384,923Public offering, net of costs (Note 8(d))
    
    13,885,090
    
    
    2,003,127
    
    
    -
    
    
    -
    
    
    -
    
    
    15,888,217Exercise of warrants
    
    452,600
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    452,600Value of warrants exercised (Note 10)
    
    100,144
    
    
    (100,144
    )
    
    -
    
    
    -
    
    
    -
    
    
    -Warrants expired (Note 10)
    
    -
    
    
    (25,772
    )
    
    25,772
    
    
    -
    
    
    -
    
    
    -Acquisition of exploration properties (Note
      8(c))
    
    5,175,000
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    5,175,000Step-up warrants issued (Note
      10)
    
    (47,300
    )
    
    47,300
    
    
    -
    
    
    -
    
    
    -
    
    
    -Stock-based compensation (Note 9)-
      Officers and directors
    
    -
    
    
    -
    
    
    1,032,500
    
    
    -
    
    
    -
    
    
    1,032,500- Employee
    
    -
    
    
    -
    
    
    30,081
    
    
    -
    
    
    -
    
    
    30,081-
      Consultants
    
    -
    
    
    -
    
    
    289,605
    
    
    -
    
    
    -
    
    
    289,605Unrealized gain on available- for sale
      securities, net of tax of $25,000 (Note 6(b))
    
    -
    
    
    -
    
    
    -
    
    
    175,000
    
    
    -
    
    
    175,000Net loss for the period
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (7,293,314
    )
    
    (7,293,314
    )Balance, April 30, 2011
    $
    31,364,501
    
    $
    5,604,011
    
    $
    2,395,717
    
    $
    175,000
    
    $
    (9,404,617
    )
    $
    30,134,612


See accompanying notes to the consolidated financial statements.

- F-6 -

---

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

|                                                                           |   | 2011       |   |   | 2010       |   |   | 2009     |  
|-------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
|                                                                           |   |            |   |   |            |   |   |          |  
|(Used in) provided by:                                                     |   |            |   |   |            |   |   |          |  
|                                                                           |   |            |   |   |            |   |   |          |  
|Operations activities                                                      |   |            |   |   |            |   |   |          |  
|Net loss for the period                                                    | $ | (7,293,314 | ) | $ | (1,978,198 | ) | $ | (123,852 | )
|Items not affecting cash:                                                  |   |            |   |   |            |   |   |          |  
|Stock-based compensation (Note
      9)                                    |   | 1,352,186  |   |   | 1,017,759  |   |   | -        |  
|Amortization                                                               |   | 9,067      |   |   | 991        |   |   | -        |  
|Write-off of exploration
      property (Note 6(a)(d)(e)(f))               |   | 4,474,945  |   |   | -          |   |   | 161,023  |  
|Future income
      tax recovery                                           |   | (449,189   | ) |   | (15,200    | ) |   | (48,600  | )
|Changes in non-cash working capital:                                       |   |            |   |   |            |   |   |          |  
|Amounts
      receivable and prepaids                                      |   | (198,295   | ) |   | (120,937   | ) |   | (4,114   | )
|Accounts payable and accrued liabilities                                   |   | (31,419    | ) |   | 162,392    |   |   | 20,954   |  
|                                                                           |   |            |   |   |            |   |   |          |  
|                                                                           |   | (2,136,019 | ) |   | (933,193   | ) |   | 5,411    |  
|                                                                           |   |            |   |   |            |   |   |          |  
|Financing activities                                                       |   |            |   |   |            |   |   |          |  
|Issue of
      securities                                                  |   | 17,702,600 |   |   | 13,803,500 |   |   | -        |  
|Share issue costs                                                          |   | (1,361,783 | ) |   | (751,633   | ) |   | -        |  
|                                                                           |   |            |   |   |            |   |   |          |  
|                                                                           |   | 16,340,817 |   |   | 13,051,867 |   |   | -        |  
|                                                                           |   |            |   |   |            |   |   |          |  
|Investing activities                                                       |   |            |   |   |            |   |   |          |  
|Cash
      acquired upon acquisition of Rio Condor Resources S.A. (Note 5) |   | -          |   |   | 7,207      |   |   | -        |  
|Costs of acquisition of Rio
      Condor S.A. Resources (Note 5)           |   | -          |   |   | (32,632    | ) |   | -        |  
|Expenditures on exploration properties                                     |   | (2,465,324 | ) |   | (1,032,653 | ) |   | (191,955 | )
|Option payment received (Note
      6(b))                                  |   | 20,000     |   |   | -          |   |   | -        |  
|Additions to equipment                                                     |   | (25,962    | ) |   | (26,998    | ) |   | -        |  
|                                                                           |   |            |   |   |            |   |   |          |  
|                                                                           |   | (2,471,286 | ) |   | (1,085,076 | ) |   | (191,955 | )
|                                                                           |   |            |   |   |            |   |   |          |  
|Net change in cash and
      cash equivalents                              |   | 11,733,512 |   |   | 11,033,598 |   |   | (186,544 | )
|                                                                           |   |            |   |   |            |   |   |          |  
|Cash and cash equivalents, beginning of the
      year                     |   | 11,137,382 |   |   | 103,784    |   |   | 290,328  |  
|                                                                           |   |            |   |   |            |   |   |          |  
|Cash and cash equivalents, end of the year                                 | $ | 22,870,894 |   | $ | 11,137,382 |   | $ | 103,784  |  

Supplemental disclosure of cash flow information (Note 13)

See accompanying notes to the consolidated financial
statements.

- F-7 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

1.     Nature of operations

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

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

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

The Company's assets may also be subject to increases in taxes
and royalties, renegotiations of contracts, currency exchange fluctuations and
restrictions and political uncertainty.

As at April 30, 2011, the Company had cash and cash equivalents
of $22,870,894 and working capital of $22,432,663. Management of the Company
believes that it has sufficient funds to pay its ongoing administrative expenses
and to meet its liabilities for the ensuing twelve months as they fall due.

2.     Basis of presentation and
accounting policies

The accounting policies of the Company are in accordance with
Canadian generally accepted accounting principles and their basis of application
is consistent with that of the previous year except where disclosed below.
Outlined below are those policies considered significant.

- F-8 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

2.     Basis of presentation and
accounting policies (continued)

Basis of Consolidation

The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries Rio Condor Resources S.A and
Bridgeport Gold Inc. All significant intercompany balances and transactions have
been eliminated on consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and balances
with selected financial institutions, including high interest savings accounts
and certificates of deposit with maturity dates of three months or less, and
cashable guaranteed instrument certificates.

Interest in Exploration Properties and Deferred Exploration
Expenditures

Interest in exploration properties and deferred exploration
expenditures are carried at cost until they are brought into production, at
which time they are depleted on a unit-of production method based on proven and
probable reserves. Other general exploration expenses are charged to operations
as incurred. The cost of exploration properties abandoned or sold and their
related deferred exploration costs are charged to operations in the year of
abandonment or sale.

The Company reviews its exploration properties to determine if
events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable. The Company reviews
capitalized costs relating to its property interests on a periodic basis and
recognizes an impairment in value based upon a review of exploration results,
whether the Company has significant exploration plans in the immediate future
and upon managements assessment of the future probability of profitable
revenues from the property or from the sale of the property. Managements
assessment of the propertys estimated current fair market value may also be
based upon a review of other property transactions that have occurred in the
same geographic area as that of the property under review. An impairment loss is
recognized when the carrying amount of the exploration properties is not
recoverable and exceeds its fair value. It is reasonably possible, based on
existing knowledge, that changes in future conditions in the near-term could
require a change in the determination of the need for and amount of any
write-down.

Costs include the cash consideration and the fair market value
of the shares issued for the acquisition of exploration properties. The carrying
value is reduced by option proceeds received until such time as the property
cost and deferred expenditures are reduced to nominal amounts. Properties
acquired under option agreements or by joint ventures, whereby payments are made
at the sole discretion of the Company, are recorded in the accounts at the time
of payment.

Asset Retirement Obligations

The fair values of asset retirement obligations are recorded as
liabilities on a discounted basis when they are incurred. Amounts recorded for
the related assets are increased by the amount of these obligations. Over time,
the liabilities will be accreted for the change in their present value and the
initial capitalized costs will be depleted and amortized over the useful lives
of the related assets. There were no material asset retirement obligations as at
April 30, 2011, 2010 and 2009.

- F-9 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

2.     Basis of presentation and
accounting policies (continued)

Financial Instruments

Financial assets and liabilities, including derivative
instruments, are initially recognized and subsequently measured based on their
classification as "held-for-trading", "available-for-sale" financial assets,
"held-to-maturity", "loans and receivables", or "other" financial liabilities.
Held-for-trading financial instruments are measured at their fair value with
changes in fair value recognized in net loss for the period. Available-for-sale
financial assets are measured at their fair value and changes in fair value are
included in other comprehensive income until the asset is removed from the
balance sheet or until impairment is assessed as other than temporary.
Held-to-maturity investments, loans and receivables and other financial
liabilities are measured at amortized cost using the effective interest rate
method. Derivative instruments, including embedded derivatives, are measured at
their fair value with changes in fair value recognized in net loss for the
period, unless the instrument is a cash flow hedge and hedge accounting applies,
in which case changes in fair value are recognized in other comprehensive
income.

Flow-Through Financing

Canadian tax legislation permits a company to issue
flow-through shares whereby the deduction for tax purposes relating to the
qualified resource expenditures is claimed by the investors rather than the
Company. Recording these expenditures for accounting purposes gives rise to
taxable temporary differences. When flow-through expenditures are renounced, the
Company records the tax effect as a reduction to share capital and an increase
to future income tax liabilities. To the extent that the Company has future
income tax assets that were not recognized in previous years, due to the
recording of a valuation allowance, a future income tax recovery is recorded in
the statement of operations. The Company has indemnified the subscribers for any
tax related amounts that became payable by the subscriber as a result of the
Company not meeting its expenditure commitments.

Loss Per Share

Basic loss per share is calculated using the weighted average
number of shares outstanding. Diluted loss per share is calculated using the
treasury stock method. In order to determine diluted loss per share, the
treasury stock method assumes that any proceeds from the exercise of dilutive
stock options and warrants would be used to repurchase common shares at the
average market price during the period, with the incremental number of shares
being included in the denominator of the diluted loss per share calculation. The
diluted loss per share calculation excludes any potential conversion of options
and warrants that would increase earnings per share or decrease loss per share.

For the years ended April 30, 2011, 2010 and 2009, all options
and warrants were excluded from the computation of the diluted loss per share,
because the effect would be anti-dilutive. See Notes 9 and 10 for potentially
dilutive securities.

- F-10 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

2.     Basis of presentation and
accounting policies (continued)

Income Taxes

The Company follows the asset and liability method of
accounting for income taxes. Under this method, future income tax assets and
liabilities are determined based on differences between the financial statement
carrying values and the income tax bases of assets and liabilities, and are
measured using the enacted or substantively enacted income tax rates and laws
that are expected to be in effect when the temporary differences are expected to
reverse. The effect on future income tax assets and liabilities of a change in
income tax rates is recognized in the period that includes the date of enactment
or substantive enactment of the change. When the future realization of income
tax assets does not meet the test of being more likely than not to occur, a
valuation allowance in the amount of the potential future benefit is taken and
no net asset is recognized.

Short-term Investment

The short-term investment consists of common shares in a public
company, recorded at fair value. Fair value of the investment is determined
based on the bid price. In addition, the short-term investment is classified as
available-for-sale.

Use of Estimates

The preparation of financial statements in conformity with
Canadian generally accepted accounting policies requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during
the reporting period. Such estimates and assumptions affect the carrying values
of assets, impact decisions as to when exploration and development costs should
be capitalized or expensed, and estimates for asset retirement obligations.
Other significant estimates made by the Company include factors affecting the
valuation of future tax assets and liabilities contingencies, stock-based
compensation and warrants. The Company regularly reviews its estimates and
assumptions; however, actual results could differ from these estimates and these
differences could be material.

Foreign Exchange

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

Equipment

Equipment is recorded at cost less accumulated amortization.
Amortization is recorded on the declining balance basis per annum, based on the
estimated useful life, as follows:

Computer equipment
    -
    30%Software
    -
    20%Office equipment
    -
    20%Structures
    -
    20%Machinery and equipment
    -
    30%


- F-11 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

2.     Basis of presentation and
accounting policies (continued) Stock-based Compensation

The Company records all stock-based compensation and other
stock-based payments using the fair value method. Under the fair value method,
stock-based payments are measured at the fair value of the consideration
received or the fair value of the equity instruments issued or liabilities
incurred, whichever is more reliably measurable, and are charged to operations
over the vesting period with a corresponding credit to contributed surplus.
Consideration received on the exercise of stock options is recorded as share
capital and the related contributed surplus is transferred to share capital.

Fair Value Hierarchy and Liquidity Risk Disclosure

The following summarizes the methods and assumptions used in
estimating the fair value of the Company's financial instruments where
measurement is required. The fair value of short-term financial instruments
approximates their carrying amounts due to the relatively short period to
maturity. These include cash and cash equivalents, amounts receivable and
accounts payable and accrued liabilities. Fair value amounts represent
point-in-time estimates and may not reflect fair value in the future. The
measurements are subjective in nature, involve uncertainties and are a matter of
significant judgment. The methods and assumptions used to develop fair value
measurements, for those financial instruments where fair value is recognized in
the balance sheet, have been prioritized into three levels as per the fair value
hierarchy included in GAAP.

- Level one includes quoted prices (unadjusted) in active markets for
  identical assets or liabilities.
- Level two includes inputs that are observable other than quoted prices
  included in level one.
- Level three includes inputs that are not based on observable market data.

|                      |   | Level One  |  |   | Level Two |  |   | Level Three | 
|--------------------- | - | ---------- |  | - | --------- |  | - | ----------- | 
|                      |   |            |  |   |           |  |   |             | 
|Cash equivalents      | $ | 23,226,135 |  | $ | -         |  | $ | -           | 
|Short-term investment | $ | 280,000    |  | $ | -         |  | $ | -           | 

- F-12 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

2.     Basis of presentation and
accounting policies (continued)

Future Accounting Changes

|a) | International Financial Reporting Standards
      (IFRS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In January 2006, the CICAs Accounting Standards Board
      ("AcSB") formally adopted the strategy of replacing Canadian GAAP with
      IFRS for Canadian enterprises with public accountability. On February 13,
      2008 the AcSB confirmed that the use of IFRS will be required in 2011 for
      publicly accountable profit oriented enterprises. For these entities, IFRS
      will be required for interim and annual financial statements relating to
      fiscal years beginning on or after January 1, 2011. The Company will be
      required to have prepared, in time for its first quarter fiscal 2012
      filing, comparative financial statements in accordance with IFRS for the
      three months ended July 31, 2010. While the Company has begun assessing
      the impact of the adoption of IFRS on its financial statements, the
      financial reporting impact of the transition to IFRS cannot be reasonably
      estimated at this time.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b) | Business Combinations, Consolidated Financial
      Statements and Non-Controlling Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The CICA issued three new accounting standards in January
      2009: Section 1582, Business Combinations, Section 1601, Consolidated
      Financial Statements and Section 1602, Non-Controlling Interests. These
      new standards will be effective for fiscal years beginning on or after
      January 1, 2011. The Company is in the process of evaluating the
      requirements of the new standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Section 1582 replaces Section 1581 and establishes
      standards for the accounting for a business combination. The section
      applies prospectively to business combinations for which the acquisition
      date is on or after the beginning of the first annual reporting period
      beginning on or after January 1, 2011. Sections 1601 and 1602 together
      replace Section 1600, Consolidated Financial Statements. Section 1601
      establishes standards for the preparation of consolidated financial
      statements. Section 1601 applies to interim and annual consolidated
      financial statements relating to fiscal years beginning on or after
      January 1, 2011. Section 1602 establishes standards for accounting for a
      non-controlling interest in a subsidiary in consolidated financial
      statements subsequent to a business combination.                                                                                  

3.     Capital management

The Company manages its capital with the following objectives:

- to ensure sufficient financial flexibility to achieve the ongoing business
  objectives including funding of future growth opportunities, and pursuit of
  accretive acquisitions; and
- to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes
adjustments according to market conditions in an effort to meet its objectives
given the current outlook of the business and industry in general. The Company
may manage its capital structure by issuing new shares, repurchasing outstanding
shares, adjusting capital spending, or disposing of assets. The capital
structure is reviewed by management and the Board of Directors periodically.

- F-13 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

3.     Capital management (continued)

The Company considers its capital to be equity, comprising
capital stock, warrants, contributed surplus, deficit and accumulated other
comprehensive income which at April 30, 2011 totaled $30,134,612 (April 30, 2010
- $14,384,923 and April 30, 2009 - $233,995). The Company manages capital
through its financial and operational forecasting processes. The Company reviews
its working capital and forecasts its future cash flows based on operating
expenditures, and other investing and financing activities. The forecast is
updated based on its exploration activities. Selected information is provided to
the Board of Directors of the Company. The Companys capital management
objectives, policies and processes have remained unchanged during the year ended
April 30, 2011. The Company is not subject to any capital requirements imposed
by a lending institution.

4.     Financial risk factors

The Company's risk exposures and the impact on the Company's
financial instruments are summarized below. There have been no changes in the
risks, objectives, policies and procedures from the previous year.

Credit Risk

The Company's credit risk is primarily attributable to cash and
cash equivalents and amounts receivable. Cash and cash equivalents consist of
cash, high interest savings accounts and certificates of deposit at select
Canadian financial institutions, from which management believes the risk of loss
to be remote. Financial assets included in amounts receivable consist of goods
and services tax and harmonized sales tax due from the Government of Canada,
deposits with service providers, amounts owing from the Chilean government and
amounts owing from various landowners in Chile. Amounts receivable are in good
standing as of April 30, 2011. Management believes that the credit risk
concentration with respect to the financial instruments included in cash and
cash equivalents and amounts receivable is remote.

Liquidity Risk

The Company's approach to managing liquidity risk is to ensure
that it will have sufficient liquidity to meet liabilities when due. As at April
30, 2011, the Company had a cash and cash equivalents balance of $22,870,894
(April 30, 2010 - $11,137,382) to settle current liabilities of $1,046,868
(April 30, 2010 - $325,079). All of the Company's financial liabilities have
contractual maturities of less than 30 days and are subject to normal trade
terms. The Company regularly evaluates its cash position to ensure maintenance
of liquidity.

Market Risk

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

- F-14 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

4.     Financial risk factors
(continued)

Market Risk

|b) | Foreign Currency Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company's functional and reporting currency is the
      Canadian dollar and purchases are transacted in Canadian and US dollars
      and Chilean pesos. The Company funds certain operations, exploration and
      administrative expenses in Chile and the United States on a cash call
      basis using US dollar currency converted from select bank accounts held in
      Canada. The Company maintains US dollar bank accounts in Canada, the
      United Sates and Chile, and Chilean peso bank accounts in Chile. The
      Company is subject to gains and losses from fluctuations in the US dollar
      and Chilean peso against the Canadian dollar. The Company had the
      following significant balances in foreign
currencies:

| | April 30,                                      |   | 2011        |   |   | 2010       | 
| | ---------------------------------------------- | - | ----------- | - | - | ---------- | 
| |                                                |   |             |   |   |            | 
| | Unites States Dollars                          |   |             |   |   |            | 
| | (Bank indebtedness) cash                       | $ | (375,361    | ) | $ | 508,464    | 
| | Amounts
      receivable and prepaids          | $ | 1,082       |   | $ | -          | 
| | Accounts payable and
      accrued liabilities | $ | 20,196      |   | $ | 82,208     | 
| |                                                |   |             |   |   |            | 
| | Chilean Peso                                   |   |             |   |   |            | 
| | Amounts
      receivable and prepaids          |   | 112,182,936 |   |   | 17,138,310 | 
| | Accounts payable and accrued liabilities       |   | 199,755,213 |   |   | 10,568,652 | 

|c) | Price Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company is exposed to price risk with respect to
      commodity and equity prices. Equity price risk is defined as the potential
      adverse impact on the Company's earnings due to movements in individual
      equity prices or general movements in the level of the stock market.
      Commodity price risk is defined as the potential adverse impact on
      earnings and economic value due to commodity price movements and
      volatilities. The Company closely monitors commodity prices, as they
      relate to gold and copper, individual equity movements, and the stock
      market to determine the appropriate course of action to be taken by the
      Company. As the Company's mineral properties are in the exploration stage,
      the Company does not hedge against commodity price risk. The Company's
      short term investment in Gondwana Gold Inc. ("Gondwana Gold") (formerly
      "China Opportunity Inc.") is subject to fair value fluctuations arising
      from changes in the equity and commodity markets.

Sensitivity Analysis

The Company has designated its cash equivalents as
held-for-trading, measured at fair value. Financial instruments included in
amounts receivable are classified as receivables, which are measured at
amortized cost. Short term investment is classified as available-for-sale.
Accounts payable and accrued liabilities are classified as other financial
liabilities, which are measured at amortized cost. Based on management's
knowledge and experience of the financial markets, the Company believes the
following movements are "reasonably possible" over a twelve months period:

(i) Cash equivalents are subject to floating interest rates. As
at April 30, 2011, if interest rates had decreased/increased by 1% with all
other variables held constant, the loss for the year ended April 30, 2011 would
have been approximately $156,000 higher/lower, as a result of lower/higher
interest income from cash equivalents.

- F-15 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

4.     Financial risk factors
(continued)

Sensitivity Analysis (continued)

(ii) The Company is exposed to foreign currency risk on
fluctuations of financial instruments that are denominated in US dollars and the
Chilean peso related to cash balances, amounts receivable and accounts payable
and accrued liabilities. As at April,30, 2011, a plus or minus 5% change in the
foreign exchange rate with all other variables held constant, the loss for the
year ended April 30, 2011 would have been approximately $48,000 higher/lower and
the reported shareholders' equity would have been approximately $48,000
lower/higher.

(iii) The Company's short term investment in the common shares
of Gondwana Gold is subject to fair value fluctuations. As at April 30, 2011, if
the bid price of the common shares of Gondwana Gold had changed by 10% with all
other variables held constant, the other comprehensive income for the year ended
April 30, 2011 before tax would have been approximately $28,000 higher/lower and
reported shareholders' equity would have been approximately $28,000higher/lower.

5.     Acquisition of Rio Condor
Resources S.A.

On December 11, 2009, Bridgeport acquired all of the issued and
outstanding shares (the "Shares") of Rio Condor Resources S.A. (Rio Condor)
other than one common share of Rio Condor that is held by a local individual, as
required under Chilean law, pursuant to a share purchase agreement dated
November 10, 2009. Rio Condor and Bridgeport were arm's length parties at the
time of the acquisition. As consideration for the Shares, Bridgeport paid $2,100
(US$2,000) cash and issued 1,200,000 common shares (valued at $2,040,000) to the
former shareholder of Rio Condor. On November 30, 2009 the Company advanced
US$362,500 ($400,000) to Rio Condor to enable Rio Condor to meet its property
obligations. Bridgeport also paid legal fees of $30,532 in connection with the
acquisition. The Bridgeport shares were valued at $1.70 per share, which is the
fair market value of the Bridgeport shares, on the date the transaction closed
(December 11, 2009).

Rio Condor was a Chilean private company which owned an option
to purchase an undivided interest in the Rosario-Tamara properties. Rio Condor
had not commenced exploration activities on its properties at the time of
acquisition and no mineral resources or reserves have been identified.

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

|Assets acquired                                                 |   |           |  
|--------------------------------------------------------------- | - | --------- | -
|Cash and cash equivalents                                       | $ | 7,207     |  
|Loan receivable                                                 |   | 127,144   |  
|Exploration property interest (Note 6)                          |   | 2,895,231 |  
|Loan payable and accounts payable and accrued
      liabilities |   | (532,761  | )
|Future
      income tax liability                               |   | (424,189  | )
|                                                                |   |           |  
|                                                                | $ | 2,072,632 |  
|                                                                |   |           |  
|Consideration paid                                              |   |           |  
|1,200,000 common shares                                         | $ | 2,040,000 |  
|Cash                                                            |   | 2,100     |  
|Acquisition costs (legal costs)                                 |   | 30,532    |  
|                                                                |   |           |  
|                                                                | $ | 2,072,632 |  

- F-16 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

5.     Acquisition of Rio Condor
Resources S.A. (continued)

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

6.     Interest in exploration
properties and deferred exploration expenditure

|Year Ended April 30, 2011           |   |            |  |   |          |   |   |              |   |   |            |  
|----------------------------------- | - | ---------- |  | - | -------- | - | - | ------------ | - | - | ---------- | -
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|                                    |   | Nevada     |  |   | McCart   |   |   | Rosario      |   |   |            |  
|                                    |   | Properties |  |   | Township |   |   | Properties   |   |   |            |  
|                                    |   | (USA)      |  |   | (Canada) |   |   | (Chile)      |   |   |            |  
|                                    |   | (g)        |  |   | (b)      |   |   | (c)(d)(e)(f) |   |   | Total      |  
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|Opening balance                     | $ | -          |  | $ | 263,860  |   | $ | 3,576,600    |   | $ | 3,840,460  |  
|Acquisition                         |   | 5,175,000  |  |   | -        |   |   | 170,855      |   |   | 5,345,855  |  
|Exploration                         |   | 1,255,690  |  |   | 7,736    |   |   | 1,784,251    |   |   | 3,047,677  |  
|Option payment received             |   | -          |  |   | (100,000 | ) |   | -            |   |   | (100,000   | )
|Write-off of exploration properties |   | -          |  |   | -        |   |   | (4,474,945   | ) |   | (4,474,945 | )
|Ending balance                      | $ | 6,430,690  |  | $ | 171,596  |   | $ | 1,056,761    |   | $ | 7,659,047  |  
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|Year Ended April 30, 2010           |   |            |  |   |          |   |   |              |   |   |            |  
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|                                    |   | Nevada     |  |   | McCart   |   |   | Rosario      |   |   |            |  
|                                    |   | Properties |  |   | Township |   |   | Properties   |   |   |            |  
|                                    |   | (USA)      |  |   | (Canada) |   |   | (Chile)      |   |   |            |  
|                                    |   | (g)        |  |   | (b)      |   |   | (c)(d)(e)(f) |   |   | Total      |  
|                                    |   |            |  |   |          |   |   |              |   |   |            |  
|Opening balance                     | $ | -          |  | $ | 165,932  |   | $ | -            |   | $ | 165,932    |  
|Acquisition                         |   | -          |  |   | 19,500   |   |   | 3,047,933    |   |   | 3,067,433  |  
|Exploration                         |   | -          |  |   | 78,428   |   |   | 528,667      |   |   | 607,095    |  
|Ending balance                      | $ | -          |  | $ | 263,860  |   | $ | 3,576,600    |   | $ | 3,840,460  |  

- F-17 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

6.     Interest in exploration
properties and deferred exploration expenditure (continued)

|Year Ended April 30, 2009           |   |          |  |   |           |   |   |          |  
|----------------------------------- | - | -------- |  | - | --------- | - | - | -------- | -
|                                    |   |          |  |   |           |   |   |          |  
|                                    |   | McCart   |  |   | Gold Rock |   |   |          |  
|                                    |   | Township |  |   | Property  |   |   |          |  
|                                    |   | (Canada) |  |   | (Canada)  |   |   |          |  
|                                    |   | (b)      |  |   | (a)       |   |   | Total    |  
|                                    |   |          |  |   |           |   |   |          |  
|Opening balance                     | $ | -        |  | $ | 135,000   |   | $ | 135,000  |  
|Acquisition                         |   | 5,000    |  |   | -         |   |   | 5,000    |  
|Exploration                         |   | 160,932  |  |   | 26,023    |   |   | 186,955  |  
|Write-off of exploration properties |   | -        |  |   | (161,023  | ) |   | (161,023 | )
|Ending balance                      | $ | 165,932  |  | $ | -         |   | $ | 165,932  |  

|(a) | Gold Rock Property Project                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                 
|    | Pursuant to a December 18, 2007 option
      agreement and subsequent amendment, the Company entered into an agreement
      to acquire a 100% interest in six mining claims located near Dryden,
      Ontario. To acquire the first 50% interest, the Company was required to:
|    |                                                                                                                                                                                                                                                                                 
|    | (i) Make a cash payment of $50,000(paid);                                                                                                                                                                                                                                       
|    | (ii) Make a cash payment of $25,000 on or prior
      to the December 18, 2009;                                                                                                                                                                                                 
|    | (iii) Issue 100,000 common shares of the
      Company or make a cash payment of $50,000 on or prior to December 18,
      2009; and                                                                                                                                            
|    | (iv) Complete of a minimum of $100,000 in
      exploration expenditures on or prior to December 18, 2008 (completed), and
      $300,000 of exploration expenditures on or prior to December 18, 2010.                                                                         
|    |                                                                                                                                                                                                                                                                                 
|    | To acquire the second 50% interest, the Company
      was required to:                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                 
|    | (i) Make a cash payment of $50,000 on or prior
      to December 18, 2011;                                                                                                                                                                                                      
|    | (ii) Issue 600,000 common shares of the Company
      or make a cash payment of $400,000 on or prior to December 18, 2011; and                                                                                                                                                  
|    | (iii) Complete a minimum of $500,000 in
      exploration expenditures on or prior to December 18, 2012.                                                                                                                                                                        

As a result of poor exploration
results, the Company entered into a termination agreement regarding this
property and consequently, related capitalized costs were written off during the
year ended April 30, 2009 and is no longer engaged in additional exploration
operations on this property.

- F-18 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

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

- Make a cash payment of $5,000 (paid);
- Issue 150,000 common shares of the Company (issued and valued at $19,500).

Effective July 29, 2009, the Company
issued an aggregate of 150,000 common shares in partial satisfaction of its
obligations to acquire 100% interest in the McCart Township Claims. The value of
the 150,000 common shares was calculated by applying the unit price of $0.13
pursuant to the initial public offering of the Company.

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

During the year ended April 30, 2010,
the Company acquired three additional mining claims located in the same Township
subject to a 1% NSR (50% of which the Company has the right to purchase for
$1,000,000), for cash consideration of $nil. Subsequent to the year end, the
three claims were cancelled.

On August 24, 2010, Bridgeport granted
to Gondwana Gold an option to acquire up to a 70% interest in the McCart
Property. Gondwana Gold may earn an initial 50% interest in the McCart Property
by:

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

Gondwana Gold may earn an additional
20% interest in the McCart Property (for a total 70% interest) in the event it
completes a bankable feasibility study within three years of earning its 50%
interest.

On August 24, 2010, Bridgeport received
$20,000 cash and 400,000 common shares of Gondwana Gold in accordance with the
terms of the Agreement. The 400,000 common shares received were valued at
$80,000 on August 24, 2010. As of April 30, 2011, the bid price of Gondwana Gold
was $0.70 resulting in a unrealized gain of $200,000 which was recorded in other
comprehensive income for the year ended April 30, 2011. At April 30, 2011,
Gondwana Gold was valued at $280,000 using the bid price of the security.

- F-19 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

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

|(c) | Trillador Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On July 5, 2010, the Company executed a letter
      of intent which provides that the Company would enter into an option
      agreement with an arm's length party to acquire a 100% interest in the
      Trillador property through its subsidiary, Rio Condor Resources S.A. ("Rio
      Condor"). The closing of the option agreement was to take place following
      a due diligence period. Under the terms of the proposed agreement with the
      property owners, the Company would be required to pay US$1.5 million over
      five years in order to acquire a 100% interest in the Trillador property.
      This acquisition was royalty free.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On August 27, 2010, the Trillador letter of
      intent was modified, whereby US$25,000 was required on signing (paid) as
      an advance payment of the first installment of the option agreement price.
      This amendment allowed Rio Condor a 120 business day grace period. As of
      January 31, 2011 (Date of Closing) the option agreement was executed and
      payment of US$25,000 was made (completing the total amount of the first
      installment of US$50,000). The option agreement was subsequently
      finalized. Cash payments in the aggregate of US$1.5 million are due as
      follows:                                     

| |                  |   | US$       |                 
| | ---------------- | - | --------- | ----------------
| |                  |   |           |                 
| | Date of Closing  | $ | 25,000    | (paid) (1)      
| | January 17, 2011 |   | 25,000    | (paid)
      (1)
| | January 31, 2012 |   | 50,000    |                 
| | January 31, 2013 |   | 60,000    |                 
| | January 31, 2014 |   | 250,000   |                 
| | January 31, 2015 |   | 1,090,000 |                 
| |                  |   |           |                 
| |                  | $ | 1,500,000 |                 

| | (1) | US$50,000 Canadian equivalent equals
  $51,795.
| | --- | -----------------------------------------------

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

| |                               |   | US$       |           
| | ----------------------------- | - | --------- | ----------
| |                               |   |           |           
| | Date of signing the agreement | $ | 75,000    | (paid)    
| | June 3, 2010                  |   | 50,000    | (paid)    
| | December 3, 2010              |   | 50,000    | (not paid)
| | June 3, 2011                  |   | 100,000   | (not paid)
| | December 3, 2011              |   | 150,000   |           
| | December 3, 2012              |   | 575,000   |           
| |                               |   |           |           
| |                               | $ | 1,000,000 |           

- F-20 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

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

|(d) | SOESMI Property (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended April 30,
      2011, the Company has determined not to make the next option payment due
      in respect of the SOESMI property, and to allow its rights in respect of
      such property to lapse. As a result, the Company has written off all costs
      associated with this project in the amount of $611,352.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | Simonetta Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Subsequent to Bridgeports acquisition of Rio
      Condor, pursuant to an agreement entered into on January 23, 2010, Rio
      Condor would have paid US$1,000,000 over four years to acquire a 100%
      interest in the Simonetta mining concessions, which are contiguous to the
      concessions comprising the Rosario Property. This acquisition was royalty
      free. US$30,000 ($30,782) was paid on closing. Cash payments in the
      aggregate of US$1,000,000 were due as follows:

| |                               |   | US$       |           
| | ----------------------------- | - | --------- | ----------
| |                               |   |           |           
| | Date of signing the agreement | $ | 30,000    | (paid)    
| | July 23, 2010                 |   | 10,000    | (paid)    
| | January 23, 2011              |   | 65,000    | (not paid)
| | January 23, 2012              |   | 150,000   |           
| | January 23, 2013              |   | 245,000   |           
| | January 23, 2014              |   | 500,000   |           
| |                               |   |           |           
| |                               | $ | 1,000,000 |           

The Company paid $10,359 (US$10,000)
during the year ended April 30, 2011 relating to the Simonetta option agreement.
Subsequent to the payment, through a letter and a public deed, both dated on
February 7, 2011, Rio Condor provided notice to the owner of the Simonetta
property that the payment of January 23, 2011 (US$65,000) would not be made. As
a result, Rio Condor's rights in respect of such property have been forfeited
and costs of $554,473 associated with the project have been written-off.

|(f) | Rosario Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company had an option to pay US$10.4
      million over a four year period to acquire a 100% interest in the
      properties known as the Rosario property (which includes the concessions
      known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining
      concessions) and the Tamara property. The Rosario property is subject to a
      2% NSR which may be purchased for US$2 million. Tamara is royalty free.
      The Company was required to pay a total commission or management fee of
      US$500,000 over the same four year period. The vendors of Rosario and
      Eliana I were entitled to excavate a total of 6,000 tons per month from
      the property until the last payment is made.

- F-21 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

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

|(f) | Rosario Project (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | To date, the Company has
      focused its exploration efforts on the Rosario property, and based on the
      assay results, style of copper mineralization, and discontinuity of the
      zones, management has decided that the property does not have the size
      potential for the Company to make a significant copper-gold discovery of
      100 million tonnes or more. Accordingly, Bridgeport has determined to
      terminate its rights to the Rosario, Eliana I, II and III, and Julia
      mining concessions, which decision was carried out by not making the
      November 5, 2010 property payment of US $720,000. As a result, Rio
      Condor's rights in respect of such properties have been forfeited and
      costs of $3,309,120 associated with the project have been written-off.

The Company has retained its rights to
the Tamara property. During the year ended April 30, 2011, the Company paid
$56,111 (US$50,000) pursuant to the agreement relating to the Tamara property.
The Company is entitled to maintain its rights to the Tamara property by making
the following cash payments.

| |                  |   | Cash payments (US$) |       
| | ---------------- | - | ------------------- | ------
| |                  |   |                     |       
| | November 5, 2009 | $ | 15,000              | (paid)
| | November 5, 2010 |   | 35,000              | (paid)
| | November 5, 2011 |   | 50,000              |       
| | November 5, 2012 |   | 70,000              |       
| | November 5, 2013 |   | 230,000             |       
| |                  |   |                     |       
| |                  | $ | 400,000             |       

|(g) | Nevada Portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On November 16, 2010, Bridgeport acquired from
      Fronteer Gold Inc. (Fronteer) a 100% interest in 10 mineral properties
      and a 50% leasehold interest in one property, in Nevada, USA. The
      properties are subject to a net smelter return royalty of up to 3%. On
      November 16, 2010, Bridgeport issued to Fronteer 4.5 million common shares
      (valued at approximately $5.2 million (see note 8(c)) in consideration of
      the acquisition. In addition to the properties acquired from Fronteer,
      Bridgeport has staked a further 156 claims adjacent to the properties and
      intends to continue with the land acquisition effort.

7.     Equipment

|                        |   |        |  |   |              |  |   | Net Carrying |  |   | Net Carrying | 
|----------------------- | - | ------ |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
|                        |   |        |  |   |              |  |   | Amount       |  |   | Amount       | 
|                        |   |        |  |   | Accumulated  |  |   | April 30,    |  |   | April 30,    | 
|                        |   | Cost   |  |   | Amortization |  |   | 2011         |  |   | 2010         | 
|                        |   |        |  |   |              |  |   |              |  |   |              | 
|Computer equipment      | $ | 30,234 |  | $ | 4,825        |  | $ | 25,409       |  | $ | 7,402        | 
|Software                |   | 315    |  |   | 158          |  |   | 157          |  |   | -            | 
|Office equipment        |   | 1,788  |  |   | 219          |  |   | 1,569        |  |   | 328          | 
|Structures              |   | 15,567 |  |   | 3,207        |  |   | 12,360       |  |   | 13,410       | 
|Machinery and equipment |   | 5,057  |  |   | 1,650        |  |   | 3,407        |  |   | 4,867        | 
|                        |   |        |  |   |              |  |   |              |  |   |              | 
|Total                   | $ | 52,961 |  | $ | 10,059       |  | $ | 42,902       |  | $ | 26,007       | 

- F-22 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

8.     Capital stock

Authorized - Unlimited common shares

Issued

|                                                           |  | Number of  |  |   |            |  
|---------------------------------------------------------- |  | ---------- |  | - | ---------- | -
|                                                           |  | Common     |  |   |            |  
|                                                           |  | Shares     |  |   | Amount     |  
|                                                           |  |            |  |   |            |  
|Balance, April 30, 2008
      and 2009                     |  | 7,895,000  |  | $ | 367,100    |  
|Issued for exploration property interest
      (Note 6(b)) |  | 150,000    |  |   | 19,500     |  
|Initial public offering, net
      of costs (a)            |  | 6,180,000  |  |   | 634,955    |  
|Private placement, net of costs (b)                        |  | 12,590,000 |  |   | 8,722,037  |  
|Acquisition of Rio Condor
      Resources S.A. (Note 5)    |  | 1,200,000  |  |   | 2,040,000  |  
|Exercise of warrants                                       |  | 21,000     |  |   | 13,500     |  
|Fair value of exercise of warrants                         |  | -          |  |   | 1,875      |  
|                                                           |  |            |  |   |            |  
|Balance, April 30,
      2010                              |  | 28,036,000 |  | $ | 11,798,967 |  
|Public offering, net of costs (d)                          |  | 17,250,000 |  |   | 13,885,090 |  
|Acquisition of mineral
      properties (c)                |  | 4,500,000  |  |   | 5,175,000  |  
|Exercise of warrants                                       |  | 793,600    |  |   | 452,600    |  
|Fair value of warrants
      exercised                     |  | -          |  |   | 100,144    |  
|Step-up warrants issued (Note 10)                          |  | -          |  |   | (47,300    | )
|                                                           |  |            |  |   |            |  
|Balance, April 30, 2011                                    |  | 50,579,600 |  | $ | 31,364,501 |  

|(a) | The Company completed its initial public
      offering on October 7, 2009 pursuant to which it issued an aggregate of
      6,000,000 units at a price of $0.20 per unit to raise aggregate gross
      proceeds of $1,200,000 as per the final prospectus dated September 25,
      2009. Each unit consisted of one common share of Bridgeport and one
      warrant. Each warrant entitles the holder thereof to acquire one
      additional common share of Bridgeport at an exercise price of $0.50 until
      October 7, 2014. The agent in the offering received an aggregate of
      420,000 compensation warrants, each such compensation warrant entitling
      the agent to acquire one unit with the same terms as those issued in the
      initial public offering at an exercise price of $0.20 per unit until April
      7, 2011. The agent elected to receive an aggregate of 180,000 units in
      satisfaction of $36,000 of commission to which it was entitled in
      connection with the offering, with the balance of the commission in the
      amount of $48,000 paid in cash. The aggregate proceeds raised of
      $1,236,000 were offset by the Black-Scholes value of the warrants issued
      of $432,600 and share issuance costs of $168,445.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | On December 1, 2009, Bridgeport completed its
      non-brokered private placement financing, pursuant to which it issued an
      aggregate of 12,590,000 units at a price of $1.00 per unit to raise
      aggregate gross proceeds of $12,590,000. Each unit consisted of one common
      share of Bridgeport and one warrant. Each warrant entitles the holder to
      acquire one additional common share of Bridgeport until December 1, 2012
      at an exercise price of $1.50 per share. The aggregate proceeds raised of
      $12,590,000 were offset by the Black-Scholes value of the warrants issued
      of $3,399,300 and share issuance costs of $468,663.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- F-23 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

8.     Capital stock (continued)

|(b) | (continued) In connection with the private
      placement, Bridgeport paid fees in the aggregate amount of $503,400 to
      certain qualified registrants assisting in the offering, and issued an
      aggregate of 521,200 compensation warrants to such persons. Each
      compensation warrant entitles the holder to acquire one common share of
      Bridgeport at an exercise price of $1.00 per share for a period of one
      year from the date of issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Chairman of the Company subscribed for 1
      million units at a price of $1.00 per unit. A former director of the
      Company subscribed for 100,000 units at a price of $1.00 per unit and a
      trust he controls subscribed for 50,000 units at a price of $1.00 per
      unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | On November 15, 2010, Bridgeport issued to
      Fronteer 4.5 million common shares at $1.15 per share based on the market
      value of the shares at the time of issue, in consideration of the
      acquisition of certain Nevada properties Note 6(g).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | On December 20, 2010 and January 7, 2011, the
      Company closed a public offering (the "Offering") and over allotment of
      15,000,000 and 2,250,000 units ("Units"), respectively, of the Company at
      a price of $1.00 per Unit for cash consideration of $17,250,000. In
      connection with the Offering, the underwriters were paid a 6% agency fee
      totaling $1,035,000. Share issuance costs of $326,783 were incurred in
      relation to the Offering. Each Unit consisted of one common share of the
      Company and one-half of one common share purchase warrant (each whole such
      common share purchase warrant, a "Warrant"). Each Warrant will entitle the
      holder thereof to acquire one additional common share of the Company at an
      exercise price of $1.40 until December 20, 2010.                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The grant date fair value of $1,805,000 was
      assigned to the 8,625,000 Warrants issued as part of Offering as estimated
      by using a fair value market technique incorporating the Black-Scholes
      option valuation model with the following assumptions: expected dividend
      yield of 0%, expected volatility of 66%, risk-free rate of return of 1.62%
      and an expected maturity of 2 years. In addition, 1,035,000 compensation
      warrants ("Compensation Warrants") were issued to the underwriters. Each
      Compensation Warrant is exercisable into a unit for $1.00 with each unit
      comprised of one common share and one-half of one Warrant. The grant date
      fair value of $380,428 was assigned to the Compensation Warrants using the
      Black-Scholes valuation model with the following assumptions: expected
      dividend yield of 0%, expected volatility of 66%, risk-free rate of return
      of 1.62% and an expected maturity of 2 years.

- F-24 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options

|(a) | Stock option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The shareholders of the Company approved the
      stock option plan on December 18, 2007. Up to such number of common shares
      as is equal to 10% of the aggregate number of common shares issued and
      outstanding from time to time may be reserved for issue upon the exercise
      of options granted pursuant to the stock option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The purpose of the stock option plan is to
      attract, retain and motivate directors, officers, employees and other
      service providers by providing them with the opportunity, through share
      options, to acquire a proprietary interest in the Company and benefit from
      its growth. The options are non-assignable and may be granted for a term
      not exceeding five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Stock options may be granted under the stock
      option plan only to directors, officers, employees and other service
      providers subject to the rules and regulations of applicable regulatory
      authorities and any Canadian stock exchange upon which the common shares
      may be listed or may trade from time to time. The total number of common
      shares which may be reserved for issuance to any one individual under the
      stock option plan within any one year period shall not exceed 5% of the
      outstanding issue. The maximum number of common shares which may be
      reserved for issuance to insiders under the stock option plan, any other
      employer stock option plans or options for services, shall be 10% of the
      common shares issued and outstanding at the time of the grant (on a
      non-diluted basis).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The maximum number of common shares which may
      be issued to insiders under the stock option plan, together with any other
      previously established or proposed share compensation arrangements, within
      any one year period shall be 10% of the outstanding issue. The maximum
      number of common shares which may be issued to any one insider and his or
      her associates under the stock option plan, together with any other
      previously established or proposed share compensation arrangements, within
      a one year period shall be 5% of the common shares outstanding at the time
      of the grant (on a non-diluted basis).                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The maximum number of stock options which may
      be granted to any one consultant under the stock option plan, any other
      employer stock options plans or options for services, within any 12 month
      period, must not exceed 2% of the common shares issued and outstanding at
      the time of the grant (on a non-diluted basis). The maximum number of
      stock options which may be granted to any persons performing investor
      relations services under the stock option plan, any other employer stock
      options plans or options for services, within any 12 month period must not
      exceed, in the aggregate, 2% of the common shares issued and outstanding
      at the time of the grant (on a non-diluted basis).                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The exercise price of options issued may not be
      less than the fair market value of the common shares at the time the
      option is granted, less any allowable discounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- F-25 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options (continued)

|(a) | Stock option plan (continued)                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                      
|    | The following table reflects the continuity of
      stock options for the years ended April 30, 2011, 2010 and 2009:

| |                                        |  |               |   |  | Weighted Average | 
| | -------------------------------------- |  | ------------- | - |  | ---------------- | 
| |                                        |  | Number of     |   |  | Exercise Price   | 
| |                                        |  | Stock Options |   |  | ($)              | 
| |                                        |  |               |   |  |                  | 
| | Balance, April 30, 2008
      and 2009 |  | -             |   |  | -                | 
| | Granted (1)(2)(3)(4)(5)(6)(7)(8)(9)    |  | 2,400,000     |   |  | 1.21             | 
| |                                        |  |               |   |  |                  | 
| | Balance, April 30, 2010                |  | 2,400,000     |   |  | 1.21             | 
| | Granted
      (10)(11)(12)(13)(14)     |  | 2,340,000     |   |  | 1.01             | 
| | Forfeited                              |  | (75,000       | ) |  | 2.10             | 
| | Expired                                |  | (100,000      | ) |  | 2.40             | 
| |                                        |  |               |   |  |                  | 
| | Balance, April 30, 2011                |  | 4,565,000     |   |  | 1.06             | 

| | (1) | On August 20, 2009, the Company granted 700,000
      stock options to officers and directors of the Company exercisable for one
      common share each at a price of $0.35 per share for a five-year period.
      These stock options vested immediately. The grant date fair value of
      $56,000 was assigned to the stock options as estimated by using the
      Black-Scholes valuation model with the following assumptions: expected
      dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6%
      and an expected maturity of 5 years. For the year ended April 30, 2011
      $nil (2010 - $56,000 and 2009 - $nil) was expensed to stock-based
      compensation.                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (2) | On November 12, 2009, the Company
      granted 200,000 stock options to a director of the Company pursuant to the
      Company's stock option plan, exercisable for one common share each at a
      price of $1.20 per share for a five-year period expiring on November 12,
      2014. The options vest as to one-third on the date of grant and one-third
      each on the first and second anniversaries of the date of grant. The grant
      date fair value of $172,000 was assigned to the stock options as estimated
      by using the Black-Scholes valuation model with the following assumptions:
      expected dividend yield of 0%, expected volatility of 93%, risk-free rate
      of return of 2.7% and an expected maturity of 5 years. For the year ended
      April 30, 2011, $59,454 (2010 - $97,153 and 2009 - $nil) was expensed to
      stock-based compensation.  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (3) | On November 17, 2009, the Company
      granted 250,000 stock options to a consultant of the Company pursuant to
      the Company's stock option plan, exercisable for one common share each at
      a price of $1.20 per share for a period of five years expiring on November
      17, 2014. The options vest as to one-third on the date of grant and
      one-third on the first and second anniversaries of the date of grant. The
      grant date fair value of $205,000 was assigned to the stock options as
      estimated by using the Black-Scholes valuation model with the following
      assumptions: expected dividend yield of 0%, expected volatility of 93%,
      risk-free rate of return of 2.6% and an expected maturity of 5 years. For
      the year ended April 30, 2011, $71,797 (2010 - $114,388 and 2009 - $nil)
      was expensed to stock-based compensation.

- F-26 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options (continued)

|(a) | Stock option plan (continued)
|--- | -----------------------------
|    |                              
|    | (4)                          
|    |                              
|    | (5)                          
|    |                              
|    | (6)                          
|    |                              
|    | (7)                          
|    |                              
|    | (8)                          

- F-27 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options (continued)

|(a) | Stock option plan (continued)
|--- | -----------------------------
|    |                              
|    | (9)                          
|    |                              
|    | (10)                         
|    |                              
|    | (11)                         
|    |                              
|    | (12)                         
|    |                              
|    | (13)                         

- F-28 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options (continued)

|(a) | Stock option plan (continued)
|--- | -----------------------------
|    |                              
|    | (14)                         
|    |                              
|    | (15)                         
|    |                              
|    |                              
|    |                              
|    |                              

Weighted averageremaining contractualNumber of
    Exercisable
    
    life (years) forstock
    stock
    Exercise
    number of stock
    Expiryoptions
    options
    price ($)
    options granted
    date200,000
    200,000
    0.35
    0.69
    January 7, 2012500,000
    500,000
    0.35
    3.31
    August 20, 2014200,000
    133,333
    1.20
    3.54
    November 12,
      2014250,000
    166,667
    1.20
    3.55
    November 17, 2014300,000
    200,000
    1.40
    3.61
    December 7, 2014500,000
    333,333
    1.40
    3.61
    December 7, 2014250,000
    166,667
    2.15
    3.70
    January 11, 201525,000
    16,667
    2.40
    3.76
    February 1, 2015400,000
    133,333
    1.05
    4.40
    September 23,
      20151,600,000
    533,333
    1.00
    4.65
    December 21, 2015250,000
    83,333
    1.00
    4.69
    January 7, 201635,000
    11,667
    0.85
    4.88
    March 15, 201655,000
    18,333
    1.00
    4.88
    March 15, 20164,565,000
    2,496,666
    1.06
    3.97


The weighted average exercise price of
exercisable stock options as at April 30, 2011 is $1.02 (2010 - $0.89) .

- F-29 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

9.     Stock options (continued)

|(b) | Other stock-based compensation arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | During the year ended April 30, 2011, a
      significant shareholder of the Company, and a significant shareholder who
      is also a director and Chairman of the Company, granted an aggregate of
      1,000,000 options to an officer of the Company to acquire certain of their
      holdings of common shares of the Company at an exercise price of $1.00 per
      share until September 29, 2015. These options were to vest as to one-third
      on March 29, 2011, one-third on September 29, 2011 and one-third on
      September 29, 2012. The grant date fair value of $729,000 was assigned to
      the stock options as estimated by using the Black-Scholes valuation model
      with the following assumptions: expected dividend yield of 0%, expected
      volatility of 80%, risk-free rate of return of 1.79%, and an expected
      maturity of 5 years. On December 21, 2010, the options were cancelled and
      $nil was expensed as stock based compensation in the year ended April 30,
      2011.

10.     Warrants

The following table reflects the continuity of warrants for the
years ended April 30, 2011, 2010 and 2009:

|                                              |  |            |   |  | Grant date |  
|--------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                              |  | Number of  |   |  | fair value |  
|                                              |  | Warrants   |   |  | ($)        |  
|                                              |  |            |   |  |            |  
|Balance, April 30, 2008
      and 2009        |  | -          |   |  | -          |  
|Granted (i)(ii)(iii)(iv)(v)                   |  | 19,711,200 |   |  | 3,681,375  |  
|Exercised                                     |  | (21,000    | ) |  | (1,875     | )
|                                              |  |            |   |  |            |  
|Balance, April 30,
      2010                 |  | 19,690,200 |   |  | 3,679,500  |  
|Granted (Note 8(d))                           |  | 9,660,000  |   |  | 2,003,127  |  
|Step-up warrants issued
      (vi)(vii)(viii) |  | 420,000    |   |  | 47,300     |  
|Exercised                                     |  | (793,600   | ) |  | (100,144   | )
|Expired                                       |  | (151,600   | ) |  | (25,772    | )
|                                              |  |            |   |  |            |  
|Balance, April 30, 2011                       |  | 28,825,000 |   |  | 5,604,011  |  

|(i)   | The grant date fair value of $420,000 was
      assigned to the 6,000,000 warrants issued as part of the initial public
      offering unit described in Note 8(a) as estimated by using the
      Black-Scholes valuation model with the following assumptions: expected
      dividend yield 0%, expected volatility 100%, risk-free rate of return 2.6%
      and an expected maturity of 5 years. Issue costs associated with the
      warrant issue amounted to $101,247.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(ii)  | The grant date fair value of $12,600 was
      assigned to the 180,000 warrants issued to the agent described in Note
      8(a) as estimated by using the Black-Scholes valuation model with the
      following assumptions: expected dividend yield 0%, expected volatility
      100%, risk-free rate of return 2.6% and an expected maturity of 5 years.
      Issue costs associated with the warrant issue amounted to $2,341.                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(iii) | The grant date fair value of $37,800 was
      assigned to the 420,000 compensation warrants described in Note 8(a) as
      estimated by using the Black-Scholes valuation model with the following
      assumptions: expected dividend yield 0%, expected volatility 100%,
      risk-free rate of return 1.28% and an expected maturity of 1.5 years.                                                                                                                      

- F-30 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

10.     Warrants (continued)

|(iv)   | The grant date fair value of $3,399,300 was
      assigned to 12,590,000 warrants described in Note 8(b) as estimated by
      using the Black-Scholes valuation model with the following assumptions:
      expected dividend yield 0%, expected volatility 83%, risk-free rate of
      return 1.5% and an expected maturity of 3 years. Issue costs associated
      with the warrant issue amounted to $173,341.                                                                                                                                                                                                                                                                                                   
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(v)    | The grant date fair value of $88,604 was
      assigned to 521,200 warrants described in Note 8(b) as estimated by using
      the Black-Scholes valuation model with the following assumptions: expected
      dividend yield 0%, expected volatility 83%, risk-free rate of return 1.13%
      and an expected maturity of 1 year.                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(vi)   | On January 31, 2011, 210,000 warrants with an
      exercise price of $0.20 and expiry date of April 7, 2011 were exercised
      into common shares and warrants for cash proceeds of $42,000. As a result,
      210,000 additional warrants were issued with an exercise price of $0.50
      and an expiry date of October 7, 2014. The grant date fair value of
      $24,100 was assigned to the 210,000 warrants as estimated by using the
      Black-Scholes valuation model with the following assumptions: expected
      dividend yield of 0%, expected volatility of 73%, risk-free rate of return
      of of 1.84% and an expected maturity of 3.68 years.                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(vii)  | On February 24, 2011, 100,000 broker warrants
      with an exercise price of $0.20 and expiry date of April 7, 2011 were
      exercised into common shares and warrants for cash proceeds of $20,000. As
      a result, 100,000 additional warrants were issued from the step up feature
      of the units with an exercise price of $0.50 and expiry date of October 7,
      2014. The grant date fair value of $11,300 was assigned to the 100,000
      warrants as estimated by using the Black-Scholes valuation model with the
      following assumptions: expected dividend yield of 0%, expected volatility
      of 74%, risk-free rate of return of 2.36% and an expected maturity of 3.62
      years.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(viii) | On April 6, 2011, 110,000 broker warrants with
      an exercise price of $0.20 per unit and expiry date of April 7, 2011 were
      exercised into common shares and warrants for cash proceeds of $22,000. As
      a result, 110,000 warrants were issued from the step up feature of the
      units with an exercise price of $0.50 and expiry date of October 7, 2014.
      The grant date fair value of $11,900 was assigned to the 110,000 warrants
      as estimated by using the Black-Scholes valuation model with the following
      assumptions: expected dividend yield of 0%, expected volatility of 74%,
      risk-free rate of return of 2.51% and an expected maturity of 3.51 years.            

- F-31 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

10.     Warrants (continued)

As at April 30, 2011, the Company had the following warrants
outstanding:

|             |  |           |  |   | Grant date |  |  |                   | 
|------------ |  | --------- |  | - | ---------- |  |  | ----------------- | 
|Number of    |  | Exercise  |  |   | fair       |  |  | Expiry            | 
|Warrants     |  | Price ($) |  |   | Value ($)  |  |  | Date              | 
|             |  |           |  |   |            |  |  |                   | 
|6,575,000    |  | 0.50      |  | $ | 374,925    |  |  | October 7, 2014   | 
|12,590,000   |  | 1.50      |  |   | 3,225,959  |  |  | December 1, 2012  | 
|8,625,000    |  | 1.40      |  |   | 1,622,699  |  |  | December 20, 2012 | 
|1,035,000(1) |  | 1.00      |  |   | 380,428    |  |  | December 20, 2012 | 
|             |  |           |  |   |            |  |  |                   | 
|28,825,000   |  | 1.22      |  | $ | 5,604,011  |  |  |                   | 

|(1)                                                                                                               | Each exercisable to acquire one unit, each
      unit consisting of one common share and one-half of one warrant
      exercisable to acquire one additional common share at an exercise price of
      $1.40 until December 20, 2012.
|----------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                  |                                                                                                                                                                                                                                       
|The weighted average remaining contractual life of
      outstanding warrants as at April 30, 2011 is 2.03 years.

11.     Income taxes

|a) | Provision for Income Taxes                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|   | Major items causing the Companys income tax rate to
      differ from the Canadian statutory rate of approximately 30.8% (2010  33%
      and 2009  33.3%) were as follows:

| |                                                           |   | 2011       |   |   | 2010       |   |   | 2009     |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                           |   |            |   |   |            |   |   |          |  
| | (Loss) before income taxes                                | $ | (7,742,503 | ) | $ | (1,993,398 | ) | $ | (172,452 | )
| |                                                           |   |            |   |   |            |   |   |          |  
| | Expected income tax benefit
      based on statutory rate |   | (2,329,200 | ) |   | (651,200   | ) |   | (57,500  | )
| | Change in expected future tax rate                        |   | -          |   |   | 84,000     |   |   | 8,900    |  
| | Differences in tax rates and
      other                  |   | 714,200    |   |   | -          |   |   | -        |  
| | Non deductible stock-based compensation                   |   | 338,000    |   |   | 332,500    |   |   | -        |  
| | Others                                                    |   | 411,911    |   |   | 28,700     |   |   | -        |  
| | Share issue cost                                          |   | (340,000   | ) |   | (187,900   | ) |   | -        |  
| | Tax benefit not recognised                                |   | 755,900    |   |   | 378,700    |   |   | -        |  
| |                                                           |   |            |   |   |            |   |   |          |  
| | Future income tax (recovery)                              | $ | (449,189   | ) | $ | (15,200    | ) | $ | (48,600  | )

- F-32 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

11.     Income taxes (continued)

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

| |                                              |   | 2011       |   |   | 2010     |   |   | 2009    |  
| | -------------------------------------------- | - | ---------- | - | - | -------- | - | - | ------- | -
| |                                              |   |            |   |   |          |   |   |         |  
| | Future income tax assets
      (liabilities) |   |            |   |   |          |   |   |         |  
| | Property and equipment                       | $ | (3,200     | ) | $ | -        |   | $ | -       |  
| | Deferred exploration
      expenditures      |   | 12,200     |   |   | (446,289 | ) |   | (18,100 | )
| | Non-capital losses                           |   | 730,000    |   |   | 239,000  |   |   | 1,200   |  
| | Share issuance costs                         |   | 395,600    |   |   | 161,800  |   |   | 1,700   |  
| |                                              |   |            |   |   |          |   |   |         |  
| | Future income tax
      (liabilities)        |   | 1,134,600  |   |   | (45,489  | ) |   | (15,200 | )
| | Valuation allowance for future tax (i)       |   | (1,134,600 | ) |   | (378,700 | ) |   | -       |  
| |                                              |   |            |   |   |          |   |   |         |  
| | Net
      future tax (liability)             | $ | -          |   | $ | (424,189 | ) | $ | (15,200 | )

|   |                                                                                                                                                                                                                                                       |                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (i)                                                                                                                                                                                                                                                   | The Company has provided a valuation allowance for future tax assets
      to the extent that it is not more likely than not that they will be
      realized.
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                               
|c) | Tax Loss Carry-Forwards                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                       |                                                                                                                                                               
|   | The Company has approximately $2,019,000 of non-capital
      losses in Canada, $292,898 of non-capital losses in Chile and $118,268 in
      US, which can be used to reduce taxable income in future years and expire
      in the following years:

| |            |   | Canada    |  |   | Chile   |  |   | US      | 
| | ---------- | - | --------- |  | - | ------- |  | - | ------- | 
| |            |   |           |  |   |         |  |   |         | 
| | 2028       | $ | 2,000     |  | $ | -       |  | $ | -       | 
| | 2029       |   | 3,000     |  |   | -       |  |   | -       | 
| | 2030       |   | 844,000   |  |   | -       |  |   | -       | 
| | 2031       |   | 1,170,000 |  |   | -       |  |   | 118,268 | 
| | Indefinite |   | -         |  |   | 292,898 |  |   | -       | 
| |            |   |           |  |   |         |  |   |         | 
| | Total      | $ | 2,019,000 |  | $ | 292,898 |  | $ | 118,268 | 

The Company also has approximately
$7,400,000 of cumulative exploration and development expenditure pools in Canada
and $3,047,000 of expenditure pools in Chile which may, in certain circumstances
be used to reduce taxable income in future years.

- F-33 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

12.     Related party transactions

TheCompany had the following related party transactions
during the years ended April 30, 2011, 2010 and 2009:

|(a) | During the year ended April 30, 2011, the
      Company paid consulting fees of $nil (2010 - $21,000 and 2009 - $nil) to a
      corporation that is beneficially controlled by the former Chief Executive
      Officer of Bridgeport. The former Chief Executive Officer of Bridgeport is
      the President and a director of the associated company. These costs are
      reflected in management fees in the consolidated statements of operations.                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | For the year ended April 30, 2011, the Company
      paid $40,000 (2010 - $36,000 and 2009 - $nil) to Marrelli Support Services
      Inc. ("MSSI") for the services of Carmelo Marrelli to act as Chief
      Financial Officer of the Company. These costs are reflected in management
      fees in the consolidated statements of operations. Carmelo Marrelli is the
      President of MSSI. As at April 30, 2011, MSSI was owed $12,562 (2010 -
      $12,226) and this amount was included in accounts payable and accrued
      liabilities.                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | For the year ended April 30, 2011, the Company
      paid $10,696, (2010 - $5,637 and 2009 - $nil) to DSA Corporate Services
      Inc. ("DSA"), a firm providing corporate secretarial services to
      Bridgeport. Carmelo Marrelli, the Chief Financial Officer of the Company
      is the secretary of DSA. These costs are reflected in professional fees in
      the consolidated statements of operations. As at April 30, 2011, DSA was
      owed $989 (2010 - $919) and this amount was included in accounts payable
      and accrued liabilities.                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | During the year ended April 30, 2011, the
      Company paid management consulting fees of $65,625, (2010 - $37,500 and
      2009 - $nil) to H.R. Snyder Consultants for Hugh Snyder to act as Chairman
      of the Company. H.R. Snyder Consultants is controlled by Hugh Snyder. Of
      this amount, $45,313 (2010 - $37,500 and 2009 - $nil) is reflected in
      management fees and $20,312 (2010 - $nil and 2009 - $nil) is reflected in
      general and administrative expenses in the consolidated statements of
      operations.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e) | During the year ended April 30, 2011, the
      Company paid engineering consulting fees of $54,500, (2010 - $18,333 and
      2009 - $nil) to a director of the Company. Of this amount, $26,250 (2010 -
      $18,333 and 2009 - $nil) is reflected in professional fees and $23,250
      (2010 - $nil and 2009 - $nil) is reflected in general and administrative
      expenses in the consolidated statements of operations. As at April 30,
      2011, the director was owed $2,260 (2010 - $nil) and this amount was
      included in accounts payable and accrued liabilities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(f) | During the year ended April 30, 2011, the
      Company paid/accrued geological consulting fees of $nil (2010 - $11,340
      and 2009 - $nil) to a company that is controlled by a director of
      Bridgeport. These costs are included in interests in mineral properties
      and deferred exploration expenditures for the Rosario properties on the
      consolidated balance sheet.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The above transactions are in the normal course
      of business and are measured at the exchange amount, which is the amount
      of consideration established and agreed to by the related parties. The
      amounts due to related parties as disclosed above are unsecured,
      non-interest bearing and due on demand.                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(g) | See Note 9(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(h) | See Note 8(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- F-34 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

13.     Supplemental information

|                                                                                          |  | 2011      |  |  | 2010      |  |  | 2009 | 
|----------------------------------------------------------------------------------------- |  | --------- |  |  | --------- |  |  | ---- | 
|                                                                                          |  | **$**     |  |  | $         |  |  | $    | 
|                                                                                          |  |           |  |  |           |  |  |      | 
|Common shares issued pursuant
      to the McCart Township property agreement (Note 6(b)) |  | -         |  |  | 19,500    |  |  | -    | 
|Common shares issued pursuant to acquisition
      of Rio Condor Resources S.A.(Note 5)   |  | -         |  |  | 2,040,000 |  |  | -    | 
|Common shares issued pursuant
      to acquisition of Nevada properties (Note 6(g))       |  | 5,175,000 |  |  | -         |  |  | -    | 
|Units issued in exchange for commission (Note
      8(a))                                 |  | -         |  |  | 36,000    |  |  | -    | 
|Warrants issued as share
      issuance costs (Note 8(d))                                 |  | 380,428   |  |  | 126,404   |  |  | -    | 
|Value of warrants exercised                                                               |  | 100,144   |  |  | 1,875     |  |  | -    | 
|Value of warrants expired
      (Note 10)                                                 |  | 25,772    |  |  | -         |  |  | -    | 
|Gondwana common shares received pursuant to
      the Agreement (Note 6(b))               |  | 80,000    |  |  | -         |  |  | -    | 
|Change in accrued exploration property expenditures                                       |  | 753,208   |  |  | 17,578    |  |  | -    | 

As at April 30, 2011, cash and cash equivalents consisted of a
bank overdraft of $365,965 and cash equivalents of $23,236,859. Cash equivalents
consist of high interest savings accounts and certificates of deposit at select
Canadian financial institutions as at April 30, 2011.

As at April 30, 2010, cash and cash equivalents consisted of
cash of $981,301 and cash equivalents of $10,156,081.

As at April 30, 2009, cash and cash equivalents consisted of
cash of $103,784.

- F-35 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

14.     Segmented information

|April 30, 2011                                                               |   | Canada     |  |   | Chile     |   |   | United States |  |   | Total      | 
|---------------------------------------------------------------------------- | - | ---------- |  | - | --------- | - | - | ------------- |  | - | ---------- | 
|                                                                             |   |            |  |   |           |   |   |               |  |   |            | 
|Cash and cash equivalents                                                    | $ | 22,861,023 |  | $ | (1,828    | ) | $ | 11,699        |  | $ | 22,870,894 | 
|Amounts receivable and prepaids                                              |   | 82,633     |  |   | 231,808   |   |   | 14,196        |  |   | 328,637    | 
|Short term investment                                                        |   | 280,000    |  |   | -         |   |   | -             |  |   | 280,000    | 
|                                                                             |   |            |  |   |           |   |   |               |  |   |            | 
|                                                                             |   | 23,223,656 |  |   | 229,980   |   |   | 25,895        |  |   | 23,479,531 | 
|Interest in exploration property and deferred
      exploration expenditures |   | 171,596    |  |   | 1,056,761 |   |   | 6,430,690     |  |   | 7,659,047  | 
|Equipment                                                                    |   | 23,297     |  |   | 19,605    |   |   | -             |  |   | 42,902     | 
|                                                                             |   |            |  |   |           |   |   |               |  |   |            | 
|                                                                             | $ | 23,418,549 |  | $ | 1,306,346 |   | $ | 6,456,585     |  | $ | 31,181,480 | 

|April 30, 2010                                                               |   | Canada     |  |   | Chile     |  |   | United States |  |   | Total      | 
|---------------------------------------------------------------------------- | - | ---------- |  | - | --------- |  | - | ------------- |  | - | ---------- | 
|                                                                             |   |            |  |   |           |  |   |               |  |   |            | 
|Cash and cash equivalents                                                    | $ | 11,027,755 |  | $ | 109,627   |  | $ | -             |  | $ | 11,137,382 | 
|Amounts receivable and prepaids                                              |   | 96,681     |  |   | 33,661    |  |   | -             |  |   | 130,342    | 
|                                                                             |   |            |  |   |           |  |   |               |  |   |            | 
|                                                                             |   | 11,124,436 |  |   | 143,288   |  |   | -             |  |   | 11,267,724 | 
|Interest in exploration
      property and deferred exploration expenditures |   | 263,860    |  |   | 3,576,600 |  |   | -             |  |   | 3,840,460  | 
|Equipment                                                                    |   | 5,156      |  |   | 20,851    |  |   | -             |  |   | 26,007     | 
|                                                                             |   |            |  |   |           |  |   |               |  |   |            | 
|                                                                             | $ | 11,393,452 |  | $ | 3,740,739 |  | $ | -             |  | $ | 15,134,191 | 

|April 30, 2009                                                               |   | Canada  |  |   | Chile |  |   | Total   | 
|---------------------------------------------------------------------------- | - | ------- |  | - | ----- |  | - | ------- | 
|                                                                             |   |         |  |   |       |  |   |         | 
|Cash and cash equivalents                                                    | $ | 103,784 |  | $ | -     |  | $ | 103,784 | 
|Amounts receivable and prepaids                                              |   | 9,405   |  |   | -     |  |   | 9,405   | 
|                                                                             |   |         |  |   |       |  |   |         | 
|                                                                             |   | 113,189 |  |   | -     |  |   | 113,189 | 
|Interest in exploration property and deferred exploration
      expenditures |   | 165,932 |  |   | -     |  |   | 165,932 | 
|                                                                             |   |         |  |   |       |  |   |         | 
|                                                                             | $ | 279,121 |  | $ | -     |  | $ | 279,121 | 

15.     Commitments and contingencies

|(a) | The Companys mining and exploration activities
      are subject to various federal, provincial and international laws and
      regulations governing the protection of the environment. These laws and
      regulations are continually changing and generally becoming more
      restrictive. The Company conducts its operations so as to protect public
      health and the environment and believes its operations are materially in
      compliance with all applicable laws and regulations. The Company has made,
      and expects to make in the future, expenditures to comply with such laws
      and regulations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | Note 6(c) and (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- F-36 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

16. Subsequent events

|(i)   | On May 20, 2011, Bridgeport decided to terminate its
      rights to the Rosario, Eliana, and Julia property blocks and did not make
      the May 20, 2011 property payment of US$720,000. Bridgeport will retain
      its rights to the Trillador and Tamara properties which are subject to
      property payments totaling approximately US$100,000 due towards the end of
      fiscal 2012.                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(ii)  | On June 8, 2011, the Company granted 5,000 stock options
      to an employee pursuant to the Company's stock option plan, exercisable
      for one common share each at a price of $0.85 per share for a period of
      five years expiring on June 8, 2016. The options vest as to one-third on
      the date of grant and one-third on the first and second anniversaries of
      the date of grant.                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(iii) | On June 8, 2011, the Company granted 50,000 stock options
      to a consultant pursuant to the Company's stock option plan, exercisable
      for one common share each at a price of $0.85 per share for a period of
      five years expiring on June 8, 2016. The options vest as to one-third on
      the date of grant and one-third on the first and second anniversaries of
      the date of grant.                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(iv)  | On July 19, 2011, the Company entered into an option
      agreement (the "Option Agreement") with Orsa Ventures Corp. (Orsa)
      whereby Orsa can earn a 51 per cent interest in Bridgeports Ashby Gold
      Property in Nevada through phased exploration expenditures, share payments
      and a cash payment to Bridgeport. Pursuant to the terms of the Option
      Agreement, Orsa has the option (the "First Option") to earn up to a 49%
      interest in the Ashby Property by:                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | If Orsa exercises the First Option and acquires a 49%
      interest in the Ashby Property, it will have the option (the "Second
      Option") to acquire a further 2% interest in the Ashby Property (for an
      aggregate 51% interest) by paying Bridgeport $100,000 in cash and issuing
      to Bridgeport common shares having an aggregate value of $100,000 within a
      90 day period.                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Following the exercise of the First Option, and if
      applicable, the Second Option, Orsa and Bridgeport will form a joint
      venture for further exploration and development of the Ashby Property. If
      Orsa has exercised the Second Option, it will hold a 51% interest in the
      joint venture and will be the operator of the joint venture. If Orsa has
      not exercised the Second Option, Orsa will hold a 49% interest in the
      joint venture and Bridgeport will become the operator.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | The Option Agreement remains subject to the approval of
      the TSX Venture Exchange.                                                                                                                                                                                                                                                                                                                                                                                                                             

- F-37 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

17.     Differences between Canadian and
US Generally Accepted Accounting Principles

|(a) | The Companys accounting principles generally
      accepted in Canada differ from accounting principles generally accepted in
      the United States as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i) Exploration expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Under Canadian GAAP, acquisition costs of
      mineral interests and exploration expenditures may be capitalized. Under
      US GAAP, exploration costs are expensed as incurred. When proven and
      probable reserves are determined for a property and a feasibility study is
      prepared, then subsequent development costs of the property would be
      capitalized. The capitalized costs of such properties are measured
      periodically for recoverability of carrying values.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (ii) Development stage company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Pursuant to US GAAP, the Company would be
      subject to the disclosure requirements applicable to a development stage
      enterprise as the Company is devoting its efforts to establishing
      commercially viable mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (iii) Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Under Canadian GAAP, future tax assets and
      liabilities are recorded at substantively enacted tax rates. Under US
      GAAP, deferred tax assets and liabilities are recorded at enacted rates.
      There were no significant differences between enacted and substantively
      enacted rates for the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | U.S. GAAP prescribes a comprehensive model for
      how a company should recognize, measure, present, and disclose in its
      financial statements, uncertain tax positions that the Company has taken
      or expects to take on a tax return (including a decision whether to file
      or not file a return in a particular jurisdiction). Under the guidance,
      the financial statements will reflect expected future tax consequences of
      such positions presuming the taxing authorities full knowledge of the
      position and all relevant facts, but without considering time value. The
      guidance also revises disclosure requirements and introduces a
      prescriptive, annual, tabular roll-forward of the unrecognized tax
      benefits. Management has evaluated the adoption of the guidance for
      purposes of this reconciliation and has determined there is no impact.

- F-38 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

17.     Differences between Canadian and
US Generally Accepted Accounting Principles (continued)

|(a) | (continued) The Companys accounting principles
      generally accepted in Canada differ from accounting principles generally
      accepted in the United States as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (iv) Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Under Canadian income tax legislation, a
      company is permitted to issue flow-through shares whereby the Company
      agrees to incur qualifying expenditures and renounce the related income
      tax deductions to the investors. Under U.S. GAAP, the proceeds from issuance of these
      shares are allocated between the offering of shares and the sale of tax
      benefits. The allocation is made based on the difference between the
      quoted price of the existing shares and the amount the investor pays for
      the shares. A liability is recognized for this difference. The liability
      is reversed when tax benefits are renounced and a deferred tax liability
      is recognized at that time. Income tax expense is the difference between
      the amount of a deferred tax liability and the liability recognized on
      issuance. The 4,000,000 flow-through shares issued in the December 2007
      private placement were issued at the same price as the 3,395,000
      non-flow-through shares issued pursuant to the same private placement and
      therefore proceeds of $nil were allocated to the sale of tax benefits
      relating to the flow-through shares.

| | Consolidated Balance Sheets                              |   |            |   |   |            |   |   |          |  
| | -------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                          |   |            |   |   |            |   |   |          |  
| | As at April 30,                                          |   | 2011       |   |   | 2010       |   |   | 2009     |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | Assets                                                   |   |            |   |   |            |   |   |          |  
| | Canadian GAAP                                            | $ | 31,181,480 |   | $ | 15,134,191 |   | $ | 279,121  |  
| | Cumulative exploration adjustment (Note
      17 (a)(i)) |   | (2,036,967 | ) |   | (768,027   | ) |   | (160,932 | )
| |                                                          |   |            |   |   |            |   |   |          |  
| | US GAAP                                                  | $ | 29,144,513 |   | $ | 14,366,164 |   | $ | 118,189  |  
| |                                                          |   |            |   |   |            |   |   |          |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | As at April 30,                                          |   | 2011       |   |   | 2010       |   |   | 2009     |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | Future income tax liabilities                            |   |            |   |   |            |   |   |          |  
| | Canadian GAAP                                            | $ | -          |   | $ | 424,189    |   | $ | 15,200   |  
| | Cumulative income tax adjustment                         |   | -          |   |   | (89,900    | ) |   | (15,200  | )
| |                                                          |   |            |   |   |            |   |   |          |  
| | US GAAP                                                  | $ | -          |   | $ | 334,289    |   | $ | -        |  
| |                                                          |   |            |   |   |            |   |   |          |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | As at April 30,                                          |   | 2011       |   |   | 2010       |   |   | 2009     |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | Capital stock                                            |   |            |   |   |            |   |   |          |  
| | Canadian GAAP                                            | $ | 31,364,501 |   | $ | 11,798,967 |   | $ | 367,100  |  
| | Flow-through share adjustment (Note 17
      (a)(iv))    |   | 69,600     |   |   | 69,600     |   |   | 69,600   |  
| |                                                          |   |            |   |   |            |   |   |          |  
| | US GAAP                                                  | $ | 31,434,101 |   | $ | 11,868,567 |   | $ | 436,700  |  

- F-39 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

17.     Differences between Canadian and
US Generally Accepted Accounting Principles (continued)

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


| | As at April 30,                                          |   | 2011        |   |   | 2010       |   |   | 2009     |  
| | -------------------------------------------------------- | - | ----------- | - | - | ---------- | - | - | -------- | -
| |                                                          |   |             |   |   |            |   |   |          |  
| | Deficit                                                  |   |             |   |   |            |   |   |          |  
| | Canadian GAAP                                            | $ | (9,404,617  | ) | $ | (2,111,303 | ) | $ | (133,105 | )
| | Cumulative
      exploration adjustment (Note 17 (a)(i)) |   | (2,036,967  | ) |   | (768,027   | ) |   | (160,932 | )
| | Flow-through share adjustment (Note 17
      (a)(iv))    |   | (69,600     | ) |   | 20,300     |   |   | (54,400  | )
| |                                                          |   |             |   |   |            |   |   |          |  
| | US GAAP                                                  | $ | (11,511,184 | ) | $ | (2,859,030 | ) | $ | (348,437 | )

Consolidated Statements of
Operations and Comprehensive Loss

| | For the year ended April 30,                                  |   | 2011       |   |   | 2010       |   |   | 2009     |  
| | ------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                               |   |            |   |   |            |   |   |          |  
| | Net (loss) and comprehensive
      (loss) under Canadian GAAP | $ | (7,118,314 | ) | $ | (1,978,198 | ) | $ | (123,852 | )
| | Exploration adjustment (Note 17 (a)(i))                       |   | (1,268,940 | ) |   | (607,095   | ) |   | (75,932  | )
| | Future tax recovery (provision)                               |   | (89,873    | ) |   | 74,700     |   |   | (9,450   | )
| |                                                               |   |            |   |   |            |   |   |          |  
| | Net loss and comprehensive loss under US GAAP                 | $ | (8,477,127 | ) | $ | (2,510,593 | ) | $ | (209,234 | )
| |                                                               |   |            |   |   |            |   |   |          |  
| | Basic and diluted loss per
      share                        |   |            |   |   |            |   |   |          |  
| | - US GAAP                                                     | $ | (0.24      | ) | $ | (0.15      | ) | $ | (0.03    | )

- F-40 -

---

|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

17.     Differences between Canadian and
US Generally Accepted Accounting Principles (continued)

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


Consolidated Statements of Cash
Flows

| | For the year ended April 30                                    |   | 2011       |   |   | 2010       |   |   | 2009     |  
| | -------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                                |   |            |   |   |            |   |   |          |  
| | Cash flows from operating
      activities under Canadian GAAP | $ | (2,136,019 | ) | $ | (933,193   | ) | $ | 5,411    |  
| | Exploration expenditures (Note 17 (a)(i))                      |   | (2,294,469 | ) |   | (607,095   | ) |   | (186,955 | )
| |                                                                |   |            |   |   |            |   |   |          |  
| | Cash
      flows from operating activities under US GAAP       | $ | (4,430,488 | ) | $ | (1,540,288 | ) | $ | (181,544 | )

| | For the year ended April 30                                    |   | 2011       |   |   | 2010       |   |   | 2009     |  
| | -------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------- | -
| |                                                                |   |            |   |   |            |   |   |          |  
| | Cash flows from investing
      activities under Canadian GAAP | $ | (2,471,286 | ) | $ | (1,085,076 | ) | $ | (191,955 | )
| | Exploration expenditures (Note 17 (a)(i))                      |   | 2,294,469  |   |   | 607,095    |   |   | 186,955  |  
| |                                                                |   |            |   |   |            |   |   |          |  
| | Cash
      flows from investing activities under US GAAP       | $ | (176,817   | ) | $ | (477,981   | ) | $ | (5,000   | )

- F-41 -

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|Bridgeport Ventures Inc.                  
|------------------------------------------
|(An Exploration Stage Enterprise)         
|Notes to Consolidated Financial Statements
|Years Ended April 30, 2011, 2010 and 2009 
|(Expressed in
      Canadian Dollars)     

17.     Differences between Canadian and
US Generally Accepted Accounting Principles (continued)

|(b) | Recent United States GAAP
pronouncements
|--- | ----------------------------------------

- In January 2010, the FASB issued ASU No. 2010-06 (ASU
      2010-06) applicable to FASB ASC 820-10, Fair Value Measurements and
      Disclosures. The guidance requires entities to disclose significant
      transfers in and out of fair value hierarchy levels and the reasons for
      the transfers and to present information about purchases, sales, issuances
      and settlements separately in the reconciliation of fair value
      measurements using significant unobservable inputs (Level 3).
      Additionally, the guidance clarifies that a reporting entity should
      provide fair value measurements for each class of assets and liabilities
      and disclose the inputs and valuation techniques used for fair value
      measurements using significant other observable inputs (Level 2) and
      significant unobservable inputs (Level 3). This guidance is effective for
      interim and annual periods beginning after December 15, 2009, except for
      the disclosures about purchases, sales, issuances and settlements in the
      Level 3 reconciliation, which will be effective for interim and annual
      periods beginning after December 15, 2010. As this guidance provides only
      disclosure requirements, the adoption of this standard will not impact the
      Companys consolidated results of operations, cash flows or financial
      position.
- In February 2010, the FASB issued ASU No. 2010-09,
      Subsequent Events: Amendments to Certain Recognition and Disclosure
      Requirements (ASU 2010-09), which amends ASC Topic 855 (ASC 855) to
      address certain implementation issues related to an entitys requirement
      to perform and disclose subsequent events procedures. The amendments in
      ASU 2010-09 remove the requirement for an SEC filer to disclose a date
      through which subsequent events have been evaluated in both issued and
      revised financial statements. The new guidance did not have an impact on
      the Companys consolidated financial statements or results of operations.
- In April 2010, the FASB issued ASU 2010-13,
      CompensationStock Compensation (Topic 718): Effect of Denominating the
      Exercise Price of a Share-Based Payment Award in the Currency of the
      Market in Which the Underlying Equity Security Trades (ASU 2010-13). ASU
      2010-13 provides amendments to Topic 718 to clarify that an employee
      share-based payment award with an exercise price denominated in currency
      of a market in which a substantial portion of the entitys equity
      securities trades should not be considered to contain a condition that is
      not a market, performance or service condition. Therefore, an entity would
      not classify such an award as liability if it otherwise qualifies as
      equity. The amendments in this update are effective for fiscal years, and
      interim periods within those fiscal years, beginning on or after December
      15, 2010. The Company does not expect the adoption of this ASU to have a
      material impact on the Companys consolidated financial statements.

- F-42 -

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