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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F

(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, 2012

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

1

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

If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow: Item 17 [X]      Item
18 [_]

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yes [_]      No [X]

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|BRIDGEPORT VENTURES INC.
|------------------------
|FORM 20-F ANNUAL REPORT 
|TABLE OF CONTENTS       

|Part I    |                                                                                    | **Page**
|--------- | ---------------------------------------------------------------------------------- | --------
|          |                                                                                    |         
|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                                                          | 77      
|Item 5.   | Operating and Financial Review and Prospects                                       | 77      
|Item 6.   | Directors, Senior Management
      and Employees                                   | 91      
|Item 7.   | Major Shareholders and Related Party
      Transactions                            | 101     
|Item 8.   | Financial Information                                                              | 105     
|Item 9.   | The Offer and Listing                                                              | 106     
|Item 10.  | Additional Information                                                             | 107     
|Item 11.  | Quantitative and Qualitative Disclosures About
      Market Risk                   | 117     
|Item 12.  | Description of Securities Other
      than Equity Securities                       | 117     
|          |                                                                                    |         
|Part II   |                                                                                    |         
|          |                                                                                    |         
|Item 13.  | Defaults, Dividend Arrearages
      and Delinquencies                              | 117     
|Item 14.  | Material Modifications to the Rights of
      Security Holders and Use of Proceeds | 117     
|Item 15.  | Controls and Procedures                                                            | 117     
|Item 16.  | [Reserved]                                                                         | 118     
|Item 16A. | Audit committee financial
      expert                                             | 118     
|Item 16B. | Code of Ethics                                                                     | 118     
|Item 16C. | Principal Accountant Fees and
      Services                                       | 118     
|Item 16D. | Exemptions from the Listing Standards for Audit
      Committees                   | 119     
|Item 16E. | Purchases of Equity Securities
      by the Issuer and Affiliated Purchasers       | 119     
|Item 16F. | Changes in Registrants Certifying Accountant                                      | 119     
|Item 16G. | Corporate Governance                                                               | 119     
|Item 16H. | Mine Safety Disclosure                                                             | 119     
|          |                                                                                    |         
|Part III  |                                                                                    |         
|          |                                                                                    |         
|Item 17.  | Financial Statements                                                               | 120     
|Item 18.  | Financial Statements                                                               | 168     
|Item 19.  | Exhibits                                                                           | 168     

3

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GLOSSARY OF TECHNICAL TERMS

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

Breccia means composed of 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.

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.

RC means reverse circulation.

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) held 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.

5

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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 AND RESERVE ESTIMATES IN THE UNITED STATES AND CANADA

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

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 possibility
that the Corporation may enter into partnerships in order to fully exploit the
production potential of its exploration assets; (ii) the Corporations budget
for fiscal 2013; (iii) the Corporations expectation that it has capital
sufficient to fund its 2013 planned expenditures; (iv) the Corporations
anticipation that its working capital is adequate for it to continue operations
at the current level for the twelve month period ending April 30, 2013; (v) the
Corporations expectation that it will find partners for its Nevada Portfolio to
develop the project; (vi) the Corporations plan to acquire an advanced
exploration asset at reasonable cost; (vii) the Corporations intent to spend
$350,000 on the Nevada Portfolio to maintain its ownership rights in the
project; (viii) the Corporations intention to concentrate on significant
property acquisitions when the opportunity arises; (ix) the Corporations plan
to attempt to acquire an advanced exploration asset at reasonable cost; (x) the
Corporations primary business objectives of staying within the mining sector
and investing in business opportunities which include exploring and, if
warranted, developing gold and copper-gold properties in the Americas; (xi) the
Corporations plans to target properties with excellent exploration potential to
advance rapidly toward development, focusing on properties with million ounce
potential; (xii) the Corporations interest in acquiring precious metal purchase
agreements from companies with low production costs, significant exploration
upside and strong management teams; (xiii) the Corporations belief that
precious metal purchase agreements will provide the Corporation with strong cash
inflows based on royalties from production from its new production partners;
(xiv) the Corporations intent to follow Dr. Matthew Grays recommendations with
respect to the Nevada Portfolio should it move forward with the project; (xv)
the Corporations plan to complete the proposed Transaction (as defined herein)
with Premier Gold Mines Limited (Premier Gold); and (xvi) managements belief
that the credit risk concentration with respect to the financial instruments
included in cash and cash equivalents and amounts receivable is remote. 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; the risks associated with the
Corporations reliance on a limited number of properties; the risks associated
with the Corporations ability to complete the Transaction with Premier Gold;
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
associated 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 t he 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 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; 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 following is selected financial data of the Corporation,
expressed in Canadian dollars, for the fiscal years ended April 30, 2012 and
2011, prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB) and
prepared in accordance with Canadian generally accepted accounting principles
(Canadian GAAP) for fiscal years ended April 30, 2010, 2009 and 2008, which
differ substantially from United States generally accepted accounting principles
(US GAAP).

The financial statements for the fiscal years ended April 30,
2012 and 2011 comply with IFRS as published by the IASB. For a description of
the differences between Canadian GAAP and US GAAP, and how these differences
could affect the Companys financial statements, please see Note 16 to the
audited financial statements for the years ended April 30, 2010, 2009 and 2008,
which are included in Item 17 of the Company's Amendment No. 2 to its
registration statement on Form 20-F filed with the Securities and Exchange
Commission (the Commission) on December 3, 2010. Note 16 to the audited
financial statements for the years ended April 30, 2010, 2009 and 2008 is
incorporated by reference herein. This reconciliation is not required for
financial statements prepared under IFRS, and accordingly has not been prepared
for the fiscal years ended April 30, 2012 and 2011.

The selected financial data should be read in conjunction with
the financial statements and other financial information included elsewhere in
this Annual Report on Form 20-F.

The selected financial data below is presented in accordance
with IFRS as issued by the IASB.

|                                           | Year Ended     | Year Ended    
|------------------------------------------ | -------------- | --------------
|                                           | April 30,      | April 30,     
|                                           | 2012           | 2011          
|                                           | ($)            | ($)           
|Description                                |                |               
|Total revenues                             | nil            | nil           
|Total loss (1)(2)                          | (8,386,262)    | (7,374,350)   
|Net loss per common share - basic (3)(4)   | (0.17)         | (0.20)        
|Net loss per common share  diluted (3)(4) | (0.17)         | (0.20)        
|                                           |                |               
|                                           |                |               
|                                           | As at          | As at         
|                                           | April 30, 2012 | April 30, 2011
|Description                                | ($)            | ($)           
|Total assets                               | 22,220,877     | 31,100,444    
|Total non-current financial liabilities    | nil            | nil           
|Distribution or cash dividends (5)         | nil            | nil           



|(1) | Loss from continuing and discontinued operations
      attributable to owners of the parent, in total;                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Loss attributable to owners of the parent, in
    total;                                                                                      
|(3) | Loss from continuing and discontinued operations
      attributable to owners of the parent, on a per-share and diluted per share
      basis;
|(4) | Loss attributable to owners of the parent, on a per-share
      and diluted per-share basis; and                                              
|(5) | Declared per-share for each class of
  share.                                                                                                 
|    |                                                                                                                                               

9

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

|                                                                                                                                                        |   | As
      at April 30, 2010 |  |   | **As at April 30, 2009** |  |   | **As at April 30, 2008** | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------- |  | - | ------------------------ |  | - | ------------------------ | 
|Total Current Assets                                                                                                                                    | $ | 11,267,724                 |  | $ | 113,189                  |  | $ | 295,619                  | 
|Interest in Mineral Property and Deferred Exploration Expenditures                                                                                      | $ | 3,840,460                  |  | $ | 165,932                  |  | $ | 135,000                  | 
|Total Current
      Liabilities                                                                                                                         | $ | 325,079                    |  | $ | 29,926                   |  | $ | 8,972                    | 
|Capital Stock                                                                                                                                           | $ | 11,798,967                 |  | $ | 367,100                  |  | $ | 367,100                  | 
|Total
      Shareholders Equity, 28,036,000, 7,895,000 and 7,895,000 common shares
      outstanding as of April 30, 2010, 2009 and 2008, respectively | $ | 14,384,923                 |  | $ | 233,995                  |  | $ | 357,847                  | 
|                                                                                                                                                        |   |                            |  |   |                          |  |   |                          | 
|                                                                                                                                                        |   |                            |  |   |                          |  |   | Period from              | 
|                                                                                                                                                        |   |                            |  |   |                          |  |   | incorporation on         | 
|                                                                                                                                                        |   |                            |  |   |                          |  |   | May                      | 
|                                                                                                                                                        |   | Year Ended April           |  |   | Year Ended April         |  |   | 10, 2007 to April        | 
|                                                                                                                                                        |   | 30, 2010                   |  |   | 30, 2009                 |  |   | 30, 2008                 | 
|Revenue                                                                                                                                                 |   | -                          |  |   | -                        |  |   | -                        | 
|Net loss                                                                                                                                                | $ | 1,978,198                  |  | $ | 123,852                  |  | $ | 9,253                    | 
|Net loss per share, basic and diluted                                                                                                                   | $ | 0.12                       |  | $ | 0.02                     |  | $ | 0.00                     | 

**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, 2009, 2010, 2011 and 2012, 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, |  |   |        | 
|------------------------ | - | ------ |  | - | -------------------- |  | - | ------ | 
|                         |   | 2012   |  |   | 2011                 |  |   | 2010   | 
|Average (US$) for Period | $ | 1.0078 |  | $ | 0.9875               |  | $ | 0.9358 | 

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

|                      |   |         |  |   |        |  |   |        |  |   | Month
      Ended |  |   |        |  |   |          | 
|--------------------- | - | ------- |  | - | ------ |  | - | ------ |  | - | ----------------- |  | - | ------ |  | - | -------- | 
|                      |   | July    |  |   | June   |  |   | May    |  |   | April             |  |   | March  |  |   | February | 
|                      |   | 2012(1) |  |   | 2012   |  |   | 2012   |  |   | 2012              |  |   | 2012   |  |   | 2012     | 
|High for Period (US$) | $ | 0.9878  |  | $ | 0.9825 |  | $ | 1.0164 |  | $ | 1.0197            |  | $ | 1.0153 |  | $ | 1.0136   | 
|Low for Period (US$)  | $ | 0.9792  |  | $ | 0.9599 |  | $ | 0.9663 |  | $ | 0.9961            |  | $ | 0.9985 |  | $ | 0.9984   | 

(1) For the period July 1, 2012
to July 9, 2012.

As of April 30, 2012, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$1.0117 (US$1.00 = Cdn$0.9884) .

As of July 9, 2012, the noon rate of exchange, as reported by
the Bank of Canada for the conversion of United States dollars into Canadian
dollars was US$0.9792 (US$1.00 = Cdn$1.0212) .

The financial statements of the Corporation for the years ended
April 30, 2012 and 2011 are prepared in accordance with IFRS as issued by IASB.



10

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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.

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.

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

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

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

The Corporation 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.

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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, 2012, the Corporation had
incurred accumulated losses totaling $17,326,010 under IFRS. 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 current
economic conditions, the Corporation may not be able to obtain additional equity
financing on reasonable terms, if at all. If the Corporation is unable to obtain
sufficient financing in the future, it might have to dramatically slow
exploration efforts and/or lose control of its projects. If equity financing is
required, then such financings could result in significant dilution to the
interests of existing or prospective shareholders. These financings may be on
terms less favourable to the Corporation than those obtained previously.

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

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

The Corporation currently relies on a limited number of
properties.

The material property interests of the Corporation are
currently its interest in the Nevada Portfolio. As a result, unless the
Corporation acquires additional property interests, any adverse developments
affecting 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 and Premier Gold may not be able to
negotiate a definitive binding agreement or satisfy all conditions necessary to
complete the proposed acquisition of Premier Royalty Corporation.

The Corporation recently entered into a non-binding letter of
intent setting forth the basic terms of the proposed acquisition by the
Corporation of Premier Golds wholly-owned subsidiary, Premier Royalty
Corporation. The transaction is subject to the negotiation and execution of a
definitive binding agreement, approval of the board of directors of each of
Premier Gold and the Corporation, approval of the Corporations shareholders,
regulatory approvals, completion of due diligence and the entering into of
support and lock-up agreements by the Corporations directors and officers.
There is no assurance that a definitive agreement will be entered between the
parties or that the proposed transaction will be completed.

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.

13

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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 obtain 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 Corporations properties. 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 exploration 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.

There may be valid challenges to the title to the Corporations
mineral exploration 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.

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 US$70 per claim for holders of 11 to 199 claims up to
US$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. The Corporation must present the original claim payment
form and proof of payment to the State of Nevada to receive a refund for the
payments ruled unconstitutional. The Corporation has until 2013 to solicit the
refund. The Corporation made the required deferred payment of approximately
US$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. The Corporations
first 2012 maintenance fee payments are due on or before September 1, 2011 and
were paid to the local U.S. Bureau of Land Management offices at a rate of
US$140/claim. The Corporation remains at risk that Nevada may impose additional
fees or other levies affecting the mining industry in the future.

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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.

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.

15

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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, 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. Such fluctuations may
adversely affect the Corporations financial position and results of operations.
Management may not take any steps to address foreign currency fluctuations that
would eliminate all adverse effects and, accordingly, the Corporation may suffer
losses due to adverse foreign currency fluctuations.

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

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

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

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

There are significant uncertainties regarding the price of Au,
Cu and other minerals and the availability of equity financing for the purposes
of mineral exploration and development. The prices of Au, Cu and other minerals
have fluctuated substantially over the past several months and financial markets
have deteriorated to the point where it has become difficult for companies to
raise new capital. The Corporations future performance is largely tied to the
development of its current mineral properties and the overall financial markets.
Current financial markets are likely to be volatile in Canada potentially into
late 2012, 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.

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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.

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

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

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

Global climate change is an international issue and receives an
enormous amount of publicity. The Corporation would expect that the imposition
of international treaties or U.S. 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.

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

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

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

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

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.; 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 Executive Officer and Chief Financial
Officer are involved in other business activities, which may result in their
spending less time than may be required to manage the Corporations business
successfully. This could have a material adverse effect on the Corporations
business, financial condition and results of operations. In addition, the amount
of time the Corporations Chief Executive Officer and 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.

19

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

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

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

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

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

The Corporation may be a passive foreign investment
company, which has certain adverse tax consequences for U.S.
Holders.

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 (as defined in United States
Federal Income Tax Considerations below) held the Corporations common 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 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 the
Corporations common shares are urged to consult their own tax advisors
regarding the application of U.S. income tax rules and 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
joint net worth with that persons spouse (and excluding the value of the persons
primary residence) 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  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 Corporation may not be able to raise the funds
necessary to fully explore and develop its properties.

There is no assurance that the Corporation would be able to
raise the requisite funds necessary to fully explore and, if warranted, develop
its 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s legal and commercial name is Bridgeport
Ventures Inc. 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. Its phone number is 416-603-4040.

The Corporation has one remaining subsidiary being 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. During the year
ended April 30, 2012, the Corporation committed to a plan to pursue the sale of
its subsidiary Rio Condor Resources S.A. ("Rio Condor") and discontinued this
operation since it was no longer in accordance with the Corporation's commercial
objectives. The Corporation sold the interests it owned in Rio Condor on March
31, 2012 for cash consideration of $61,412. The Corporation recorded a gain on
disposal of $59,657 in the consolidated financial statements as at April 30,
2012. Through Rio Condor, the Corporation held a project originally comprised of
the properties known as the Rosario, Tamara, Soesmi, Trillador, Simonetta and
certain other properties (collectively, the Rio Condor Properties) located in
Chile. References to Bridgeport in this 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 prospective for gold and copper. The Corporation currently holds an
interest in ten predominantly gold prospective properties located in Nevada (the
Acquired Nevada Properties), which the Corporation acquired from certain
subsidiaries of Fronteer Gold Inc., and an additional 225 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 is a reporting issuer or the equivalent 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, certain
warrants of the Corporation trade on the TSX 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.

21

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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 partner with other junior companies looking to focus expertise and funds on
the Nevada Portfolio, as set out below under Mineral Exploration
Properties.

Overall Performance for the Year

Highlights

- In light of the current market environment, Bridgeport has halted all
  early stage exploration activities in Nevada and has sold the interests it
  owned in Rio Condor with the objective of conserving cash to support an
  aggressive search for a flagship advanced gold or copper-gold project in the
  Americas. Bridgeport is also in discussions with companies interested in
  either purchasing or joint venturing the projects from the Nevada Portfolio.
- On July 19, 2011, the Corporation entered into an option agreement (the
  "Option Agreement") with Orsa Ventures Corp. (Orsa) whereby Orsa can earn a
  51% interest in Bridgeports Ashby Gold Property in Nevada (one of the
  properties comprising the Nevada Portfolio) through phased exploration
  expenditures, share payments and a cash payment to Bridgeport. Pursuant to the
  terms of the Option Agreement, Orsa has the option (the "First Option") to
  earn up to a 49% interest in the Ashby Property by:

| | a) | issuing to Bridgeport or its nominee an aggregate of
      100,000 common shares of Orsa within three business days of receipt by
      Orsa of the approval of the TSX Venture Exchange (the TSXV) of the
      Option Agreement;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                     
| | b) | incurring an aggregate of $150,000 of exploration
      expenditures on the Ashby Property within one year of the date of the
      Option Agreement; and                                                                           
| |    |                                                                                                                                                                                                                                     
| | c) | incurring $300,000 of cumulative exploration expenditures
      on the Ashby Property within two years of the date of the Option
      Agreement.                                                                                   

- Further to TSXV bulletin dated September 2, 2010, the TSXV has accepted
  for filing documentation pertaining to an amending letter agreement (the
  "Amending Agreement") dated August 17, 2011, between Gondwana Gold Inc.
  (Gondwana) and the Corporation. Pursuant to the original agreement dated
  August 20, 2010 (the "Original Agreement"), Gondwana had an option to acquire
  up to a 70% interest in the Corporations McCart Property and was required to
  spend $150,000 on exploration and issue an additional 250,000 shares by August
  20, 2011 (the "Commitments"), among other consideration payments. In
  accordance with the terms of the Amending Agreement, Gondwana and the
  Corporation agreed to extend the time by which the Commitments must be
  satisfied until February 20, 2012, in exchange for an additional 25,000 shares
  of Gondwana to be issued to the Corporation. On October 25, 2011, Bridgeport
  received the 25,000 common shares of Gondwana in accordance with the terms of
  the Amending Agreement.

22

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- During the year ended April 30, 2012, the Corporation committed to a plan
  to pursue the sale of its subsidiary Rio Condor and discontinued this
  operation since it was no longer in accordance with the Corporation's
  commercial objectives. Consequently, the operating results and cash flows of
  Rio Condor have been presented distinctly. The Corporation sold the interests
  it owned in Rio Condor on March 31, 2012 for a consideration of $61,412. The
  Corporation recorded a gain on disposal of $59,657 in the consolidated
  financial statements during the year ended April 30, 2012.
- On June 28, 2012, the Corporation entered into a non-binding letter of
  intent that sets forth the basic terms of the proposed acquisition (the
  Transaction) by Bridgeport of Premier Golds wholly-owned subsidiary,
  Premier Royalty Corporation (Premier Royalty).

Financial

- During the year ended April 30, 2012, the Corporation incurred exploration
  expenditures on Nevada Properties of approximately $3.1 million, up from
  approximately $1.0 million during the year ended April 30, 2011. Work
  encompassed exploration drilling, geophysical studies, and geochemical
  surveys. Two drill rigs were operational at the Nevada Portfolio during the
  period. The drill rigs were dedicated to exploration drilling at the Blackrock
  and Hot Pot projects.
- As of the date of this report, the exploration program for the Nevada
  Portfolio has been suspended and the Corporation is discussing the sale or
  joint venture of the Nevada Portfolio projects with well-funded juniors who
  have exploration exposure and expertise in Nevada. The Corporation intends to
  spend $350,000 on the Nevada Portfolio to maintain its ownership rights in the
  projects. The budget is discretionary, subject to change if management decides
  to scale back operations or accelerate exploration based on the success or
  failure of future exploration programs. See Mineral Exploration Properties
  and Liquidity and capital resources below.
- At April 30, 2012, the Corporation had mineral exploration properties at a
  carrying cost of $4,208,534 (April 30, 2011 - $7,578,011). See Mineral
  Exploration Properties below. During the year ended April 30, 2012, the
  Corporation terminated its interests in Chile and incurred a write-off of
  mineral property interests and related receivables in the amount of $923,022.
  The Corporation will concentrate on significant property acquisitions when the
  opportunity arises.
- At April 30, 2012, the Corporation had working capital of $17,898,055
  (April 30, 2011  $22,432,663). The Corporation had $17,810,583 in cash and
  cash equivalents (total cash) (April 30, 2011 - $22,870,894). The decrease
  in total cash and working capital during the year ended April 30, 2012, was
  primarily due to expenditures incurred on the Corporations mineral properties
  (as discussed above) and operating expenses.

23

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Mineral Exploration Properties

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

McCart Township Project

Pursuant to the Original Agreement dated August 20, 2010,
Gondwana had an option to acquire up to a 70% interest in the McCart Property
and was required to fulfill certain Commitments, among other consideration
payments. In accordance with the terms of the Amending Agreement, Gondwana and
the Corporation agreed to extend the time by which the Commitments must be
satisfied until February 20, 2012, in exchange for an additional 25,000 shares
of Gondwana to be issued to the Corporation. On October 25, 2011, Bridgeport
received 25,000 common shares of Gondwana in accordance with the terms of the
Amending Agreement.

All other terms of the Original Agreement remained unchanged.
On February 15, 2012, Gondwana terminated its option on the McCart property.

The Corporation has decided not to continue with the McCart
Property.

During the year ended April 30, 2012, a total of $166,489
exploration properties and deferred exploration expenditures related to McCart
Township Project were written off.

Rio Condor Properties

(i)Description of Rio Condor
properties

During the 2011 diamond drill campaign, a total of seven drill
holes (2,026 metres) were completed. Based on the results, Bridgeport has
decided to terminate its rights to acquire a 100% interest in the Trillador and
Tamara property blocks by not making the property payments totalling US$100,000
(US $50,000 was due on November 5, 2011, for Tamara and US $50,000 was due on
January 31, 2012, for Trillador).

During the year ended April 30, 2012, the Corporation committed
to a plan to pursue the sale of its subsidiary Rio Condor and discontinued this
operation since it was no longer in accordance with the Corporation's commercial
objectives. Consequently, the operating results, cash flows of Rio Condor have
been presented distinctly. The Corporation sold the interests it owned in Rio
Condor on March 31, 2012 for consideration of $61,412.

During the year ended April 30, 2012, the Corporation incurred
a write-off of exploration property interests in the amount of $923,022 related
to Chile operations.

Nevada Portfolio properties

Description of Nevada Portfolio properties

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). 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 consists of the properties
listed in the table below, including both the 235 claims comprising the Acquired
Nevada Properties and the 225 claims comprising the Staked Nevada Claims.

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|Name of property           | Number of claims comprising property | Location
|-------------------------- | ------------------------------------ | --------
|                           |                                      |         
|Acquired Nevada Properties |                                      |         
|                           |                                      |         
|Blackrock                  | 12                                   |         
|Argentite                  | 8                                    |         
|Bellview                   | 53                                   | (1)     
|Horsethief                 | 18                                   |         
|Hot Pot                    | 36                                   |         
|Fri Gold                   | 56                                   |         
|Columbia                   | 8                                    |         
|Kobeh                      | 37                                   |         
|Ashby                      | 3                                    |         
|East Walker                | 4                                    |         
|                           |                                      |         
|                           |                                      |         
|                           |                                      |         
|Staked Nevada
      Claims |                                      |         
|                           |                                      |         
|Argentite                  | 14                                   | (2)     
|Ashby                      | 13                                   |         
|Blackrock                  | 8                                    |         
|Horsethief                 | 78                                   |         
|Columbia                   | 49                                   |         
|East
      Walker          | 18                                   |         
|Bellview                   | 45                                   |         

(1)Consisting 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.

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% net smelter return royalty (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; (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; and (iii) the Option Agreement between the Corporation and Orsa with
respect to the Ashby Gold Property . In addition to the properties acquired from
Fronteer, as at the date of this report, Bridgeport has staked the 225 Staked
Nevada Claims adjacent to the Acquired Nevada Properties.

Update of Ashby Gold Property

At the date of this report, Orsa has not reported its
exploration results to the Corporation.

Update of Nevada Portfolio properties

The Corporation commenced geophysical surveys of the Argentite,
Fri Gold, Columbia, and Horsethief projects in March 2011. As of August 31,
2011, the geophysical surveys were complete for all projects. Soil geochemical
surveys of the Argentite, Columbia, and Horsethief projects began in April 2011
and were completed in May 2011. A soil geochemical survey was initiated and
completed at the East Walker property in July 2011. Phase One drill programs at
the Blackrock and Hot Pot projects began in April 2011 and were completed in
August 2011. Ten planned Phase One drill holes totaling 3,303 metres were
completed at the Blackrock project. Drill results ranged from 83.8 metres
grading less than the analytical detection limit of 0.001 gpt Au in drillhole
BRKDD11-005 to as much as 1.52 metres grading 3.98 gpt Au in drillhole
BRKDD-009. Significant drill results, defined as a minimum intercept length of 3 metres with a minimum grade of 0.5 gpt
using a 0.1 gpt cutoff grade, are presented in the following table.

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Drillhole
    From (m)
    To (m)
    Length (m)
    Au gpt
    Ag gptBRKDD11-001
    No significant interceptsBRKDD11-002
    70.10
    77.42
    7.32
    0.61
    11.32BRKDD11-003
    No significant interceptsBRKDD11-004
    No significant interceptsBRKDD11-005
    181.36
    194.62
    13.26
    0.57
    2.96BRKDD11-006
    44.04
    49.23
    5.18
    1.80
    60.46BRKDD11-007
    No significant interceptsBRKDD11-008
    99.67
    102.72
    3.05
    0.54
    4.58BRKDD11-008
    172.21
    175.26
    3.05
    0.52
    4.23BRKDD11-008
    186.05
    190.50
    4.45
    0.66
    5.63BRKDD11-009
    156.82
    161.33
    4.51
    1.12
    6.32BRKDD11-010
    No significant intercepts


Six planned Phase One drill holes totaling 2,786 metres were
completed at the Hot Pot project. Drill results ranged from 64 metres grading
containing less than the analytical detection limit of 0.001 gpt Au in drillhole
HOTRC11-001 to as much a 1.52 metres grading 0.30 gpt Au in drillhole HOTRC-005.
No significant intercepts, defined as a minimum intercept length of 3 metres
with a minimum grade of 0.5 gpt using a 0.1 gpt cutoff grade, were returned.

Potential quantity and grade is conceptual in nature. There has
been insufficient exploration to define a mineral resource on any of the Nevada
Portfolio properties to date and it is uncertain if further exploration will
result in any such target being delineated as a mineral resource.

(i)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, 2012, on the Nevada Portfolio properties.

Exploration
      expenditures
    Year
      Ended April 30, 2012 $Geology
    335,947Property
    156,449Geophysics
    121,971Geochemistry
    50,178Diamond drilling
    2,134,759General and administrative
    1,265Total
    2,800,569


Budget

The Corporation expects to find partners for its Nevada
Portfolio to develop the project.

In light of the current market environment, Bridgeport has
halted all early stage exploration activities in Nevada with the objective of
conserving cash to support an aggressive search for a flagship advanced gold or
copper-gold project in the Americas. With total cash of approximately $18
million at April 30, 2012, Bridgeport will attempt to acquire an advanced
exploration asset at reasonable cost. As a result, the Corporations budget of
approximately $5 million for Nevada has been placed on hold. The Corporation
intends to spend $350,000 on the Nevada Portfolio to maintain its ownership
rights in the project. The budget of $350,000 is discretionary, subject to
change if management decides to scale back operations or accelerate exploration.
At the date of this report, the Nevada Portfolio is in good standing.

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4.B. Business Overview

The Corporation is a mineral exploration company. The primary
business objectives of the Corporation is stay within the mining sector and
invest in business opportunities which include exploring and, if warranted,
developing gold and copper-gold properties in the Americas. The Corporation
seeks to target properties with excellent exploration potential to advance
rapidly toward development, focusing on properties with million ounce potential.
In addition, the Corporation is also interested in acquiring precious metal
purchase agreements from companies with low production costs, significant
exploration upside and strong management teams. The precious metal purchase
agreements will provide the Corporation with strong cash inflows based on
royalties from production from its new production partners (See Subsequent
Events under Item 5.A Operating results below for further details).

Governmental Regulation

All phases of the Corporations operations are subject to
governmental regulation in the various jurisdictions in which it operates,
including regulation with respect to environmental matters. See Risk Factors
regarding environmental regulations and permits and licensing. In particular,
the Corporations operations with respect to the McCart property are subject to
the applicable laws of the Province of Ontario and the federal laws of Canada
applicable therein and its operations with respect to the 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.

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 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 one wholly-owned subsidiary, BPV Gold, a
private company incorporated under the laws of Nevada.

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4.D. Property, plants and equipment

As of April 30, 2012, the Corporation has one material
property: the Nevada Portfolio. An excerpt of the technical report related to
such property appears below.

Summary of Report on the Nevada Portfolio

Set forth below is a description of the highest priority Nevada
Portfolio properties. Information for the Argentite, Bellview, and Horsethief
properties has been derived from the Nevada Report, which has been updated to
reflect recent events that have occurred since the Nevada Report was prepared
and 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.

ARGENTITE, BELLVIEW AND HORSETHIEF PROPERTIES

Set forth below is a description of the 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 Argentite, Bellview and
Horsethief properties which comprise, in part, the Nevada Portfolio
properties.

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Figure 1. Priority Nevada Portfolio Properties locations map

The Corporation holds the mineral rights for the 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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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).

30

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Figure 2. Claim block boundary, Argentite project showing
limit of claims staked by Bridgeport.

31

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Surface Rights

The ownership of surface rights at the Argentite 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 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 above sea level (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 1.

32

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Table 1. Exploration History, Argentite Property.

|Company | Year                 | Com.                                                                                    | Type of Work | Comments                 
|------- | -------------------- | --------------------------------------------------------------------------------------- | ------------ | -------------------------
|Unknown | 1920s               | Au                                                                                      | Prospecting  | Identified mineralization
|Au      | Pits, Shafts, Drifts | Several small prospect pits; two
      30-foot shafts; Drift on small low grade showing

|                                                      | WWII               | Mn      | Prospecting         |                                           
|----------------------------------------------------- | ------------------ | ------- | ------------------- | ------------------------------------------
|Minerals Exploration Company & Hecla Mining          | 1960s             | Ag      |                     | Briefly investigated the area             
|Sunshine Mining Company                               | 1970s             | Unknown | Geochemical Surveys | No data                                   
|US Government                                         | 1980s             | --      | Geological Mapping  | Government Geology Map (1:63,360)         
|Amoco Minerals Comp.                                  | 1979               | Ag, Zn  | Rotary Drilling     | 14 RC dh (5,655ft); Ag and Zn intersection
|Hunt, Ware, and Proffett (Freeport
      Exploration) | 1981               | Ag, Au  | Geochemistry        |                                           
|RC Drilling                                           | 10 RC dh (1,855ft)
|Camnor                                                | 1997               | Au      | Drilling            | 12 RC dh                                  
|                                                      |                    |         | Surface Mapping     |                                           
|Cordex                                                | 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 million years (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.

33

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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.

34

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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.

35

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Table 2. Sample descriptions and assay data for Argentite
property rock samples collected by Gray.



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.

36

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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.

37

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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
      Geographical Information System (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.

38

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Table 3. Proposed exploration program and budget, Argentite
property.

|Phase
      1: Drilling program                             
|------------------------------------------------------------
|Phase
      2: Resource modeling and infill drilling program
|                                                            

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.

39

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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.

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 4.

Table 4. 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 COMPLIANT


|Silver State Mining Company   | 1986                                                                             | Au                  | Drilling         | 10 vertical dh (1,105ft)                              
|----------------------------- | -------------------------------------------------------------------------------- | ------------------- | ---------------- | ------------------------------------------------------
|Pegasus Gold Inc.             | 1987                                                                             | Au                  | Rock Chip        | Across jasperoid areas                                
|Teck Resources Limited        | 1987- 1991                                                                       | Au                  | Soil Sampling    |                                                       
|Rock Chip Sampling            |                                                                                 
|TFM Survey                    | TFM Survey;                                                                     
|Geologic Mapping              | 1:1000 and 1:200 scale maps                                                     
|Drilling                      | 68 RC dh (10,630ft)                                                             
|Resource                      | 1.12 m tons @ 0.031 opt Au( 0.96
      g/t - 34,720 Au); NOT NI 43-101 COMPLIANT
|Western States Minerals Corp. | 1991- 1999                                                                       | Au                  | Geologic Mapping | Mapping at 1:500 scale;                               
|Rock Chip                     | With mapping in 1999                                                            
|Soil Geochemistry             |                                                                                 
|1991                          | Drilling                                                                         | 3 RC dh (1,410 ft) 
|1993                          | Drilling                                                                         | 21 RC dh (9,595 ft)
|1995                          | Drilling                                                                         | 2 RC dh (800 ft)   
|Homestake Mining Company      | 1996                                                                             | Au                  | Drilling         | 6 RC dh (2,835 ft)                                    
|Lyle Campbell                 | 1980s                                                                           | Au                  | Drilling         | 20 RC holes Cherry Springs area,
      results unknown

40

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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.

41

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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.

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.

42

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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.                                                                                                                                                                                                                                                                                                                                                                                                   

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

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.

43

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Table 5. Sample descriptions and assay data for Bellview
project rock samples collected by M. Gray and Solis.



44

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Figure 3. Historic drillhole location map, Bellview property.

45

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Table 6. 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.

46

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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:

47

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- The Saddle Target, where brecciated, recrystallized, calcite-veined
  Hamburg Limestone is thrust over Secret Canyon strata. IP/Resistivity data
  suggests Eldorado Dolomite lies beneath the ground surface at shallow depths
  of 100-200 meters. A north-northwest trending topographic lineation passes
  through the target and leads to the Cherry Spring Au-As anomaly to the south.
- The Cherry Spring Target, located at Cherry Spring in an area of jasperoid
  development at the contact of a massive, locally oolitic limestone of unknown
  provenance with overlying Lower Secret Canyon shales and silty limestones.
  Fronteers rock chip samples of the jasperoids returned gold values up to 331
  ppb Au, and arsenic values up to 533 ppm As. High angle northeast breccia
  structures intersect the jasperoid and are interpreted to have controlled gold
  mineralization. The intersection of these structures with the unexposed
  Eldorado-Secret Canyon horizon may be an area of significant gold deposition
  and is a compelling drill target.

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

48

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Figure 4. Bellview property drill target map.

49

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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 7. 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


50

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

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 8.

51

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Table 8. 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
    Au
    Drilling
    40 RC dh (13,890 ft)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.

52

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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.

53

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Table 9. 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.

54

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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.

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:

55

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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 10. 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
    $4,000


|Environmental
      Costs/Reclamation                           | $40,000  | $20,000   
|--------------------------------------------------------------- | -------- | ----------
|Total                                                           | $790,315 | $415,615  
|Total Phase 1
      & Phase 2                                   |          | $1,205,930
|(1)
      Conditional upon positive result from Phase 1 program

56

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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.

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.

57

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

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.

58

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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 seven additional properties
known as the Hot Pot, Fri Gold, Columbia, Kobeh, Ashby, East Walker and
Blackrock properties. Summaries of each of these additional properties are set
forth below, together with the Corporations proposed 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.

59

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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 August 30, 2011, six planned Phase One drill holes
totaling 2,786 metres were completed at the Hot Pot project. Drill results
ranged from 64 metres containing less than the analytical detection limit of
0.001 gpt Au in drillhole HOTRC11-001 to as much a 1.52 metres grading 0.30 gpt
Au in drillhole HOTRC-005. No significant intercepts, defined as a minimum
intercept length of 3 metres with a minimum grade of 0.5 gpt using a 0.1 gpt
cutoff grade, were returned.



Figure 5. 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.

60

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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 11 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 6. 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 12). 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.

61

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Table 11: Summary of drillhole data, Fri Gold West
area.



Table 12: Summary of drillhole data, Fri Gold East area.



62

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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.

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

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.

63

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Figure 7. Prospect cut at Columbia workings exposing sheared
metasediments and discontinuous quartz veining, in hangingwall of mined
structure.

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.

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

Kobeh

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.

64

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Figure 8. 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.

65

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Table 13. Historical drill data, Ashby



Figure 9. Drillhole location of map of the Ashby
property.

On July 19, 2011, the Corporation entered into an Option
Agreement with Orsa Ventures granting Orsa has the option (the "First Option")
to earn up to a 49% interest in the Ashby Property by:

| | a) | issuing to Bridgeport or its nominee an aggregate of
      100,000 common shares of Orsa within three business days of receipt by
      Orsa of the approval of the TSX Venture Exchange to the Option
      Agreement;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | incurring an aggregate of $150,000 of exploration
      expenditures on the Ashby Property within one year of the date of the
      Option Agreeement; and                                                             
| | c) | incurring $300,000 of cumulative exploration expenditures
      on the Ashby Property within two years of the date of the Option
      Agreement.                                                                      

If Orsa exercises the First Option and acquires a 49% interest
in the Ashby Property, it will have the option (the "Second Option") to acquire
a further 2% interest in the Ashby Property (for an aggregate 51% interest) by
paying Bridgeport $100,000 in cash and issuing to Bridgeport common shares
having an aggregate value of $100,000 within a 90 day period.

Following the exercise of the First Option, and if applicable,
the Second Option, Orsa and Bridgeport will form a joint venture for further
exploration and development of the Ashby Property. If Orsa has exercised the
Second Option, it will hold a 51% interest in the joint venture and will be the
operator of the joint venture. If Orsa has not exercised the Second Option, Orsa
will hold a 49% interest in the joint venture and Bridgeport will become the
operator.

66

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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:

Table 14. 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.

67

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Figure 10. 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.

As of August 30, 2011, the Corporation had completed a soil
geochemical survey over the claim block.

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 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.

68

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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 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
oCelsius 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.

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 15.

Table 15. 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 resultsGeological Mapping
    Grid work


|Integrated Resources         | 1990                       | Au | Rock Sampling      |                                                
|---------------------------- | -------------------------- | -- | ------------------ | -----------------------------------------------
|Soil Sampling                |                           
|VLF-EM Survey                |                           
|Total Field Magnetics        |                           
|Trenching                    |                           
|Baughman                     | 1999                       | Au | Staked             | Staked by Jerry as the ground was
      open   
|Romarco Minerals Inc.        | 1999                       | Au | Surface sampling   | 61 rock samples                                
|Meridian Gold Company        | 1999                       | Au | Surface Sampling   | 13 rock samples; all samples >
      100 ppb Au
|Teck Resources Limited       | 2000                       | Au | Geological Mapping |                                                
|Rock and soil sampling       | 260 rock samples collected
|Petrological Study           |                           
|Franco Nevada Corporation    | 2001                       | Au | Surface Samples    | 17 samples                                     
|Pacific Rim Exploration Inc. | 2001                       | Au | Surface Samples    | 11 rock samples                                
|Western Exploration          | 2001                       | Au | Drilling           | 4 RC dh                                        
|Miranda Gold Corp.           | 2001                       | Au | Surface Samples    | 3 samples                                      
|New Dimension Resources Ltd. | 2008                       | Au | Drilling           | 12 holes                                       

69

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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 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.

70

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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.

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.

71

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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).          

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 16 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.

72

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Table 16. Sample descriptions and assay data for Blackrock
property rock samples collected by M Gray.



73

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Figure 11. Map of Blackrock vein showing claims and rock chip
sample gold assay data.

74

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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.

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:

75

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| |    |                                                                           
| | -- | --------------------------------------------------------------------------
| | 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 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.

Table 17. Proposed exploration program and budget, Blackrock
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
    $36,000Geophysical Surveys (IP/Resistivity)
    $-
    $-Roads and Drill Pads
    $45,000
    $50,000Resource Modeling
    $-
    $75,000Drilling - Reverse Circulation
    $328,000
    $-


|Drilling - Diamond
      Drill Core | $-      | $500,000
|----------------------------------- | ------- | --------
|Drilling - Core                     | $-      | $-      
|Assays, drill
      samples         | $80,000 | $120,000
|Assays, rock and
      soil         | $-      | $-      

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

76

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

As of August 30, 2011, ten planned Phase One drill holes
totaling 3,303 metres were completed at the Blackrock project. Drill results
ranged from 83.8 metres grading less than the analytical detection limit of
0.001 gpt Au in drillhole BRKDD11-005 to as much as 1.52 metres grading 3.98 gpt
Au in drillhole BRKDD-009. Significant drill results, defined as minimum
intercept length of 3 metres with a minimum grade of 0.5 gpt using a 0.1 gpt
cutoff grade, are presented in the following table.

Drillhole
    From (m)
    To (m)
    Length (m)
    Au gpt
    Ag gptBRKDD11-001
    No significant interceptsBRKDD11-002
    70.10
    77.42
    7.32
    0.61
    11.32BRKDD11-003
    No significant interceptsBRKDD11-004
    No significant interceptsBRKDD11-005
    181.36
    194.62
    13.26
    0.57
    2.96BRKDD11-006
    44.04
    49.23
    5.18
    1.80
    60.46BRKDD11-007
    No significant interceptsBRKDD11-008
    99.67
    102.72
    3.05
    0.54
    4.58BRKDD11-008
    172.21
    175.26
    3.05
    0.52
    4.23BRKDD11-008
    186.05
    190.50
    4.45
    0.66
    5.63BRKDD11-009
    156.82
    161.33
    4.51
    1.12
    6.32BRKDD11-010
    No significant intercepts


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, 2012.
This discussion should be read in conjunction with the audited annual
consolidated financial statements of the Corporation for the years ended April
30, 2012 and April 30, 2011, together with the notes thereto. Results are
reported in Canadian dollars, unless otherwise noted. In the opinion of
management, all adjustments (which consist only of normal recurring adjustments)
considered necessary for a fair presentation have been included. Information
contained herein is presented as at July 18, 2012, unless otherwise indicated.

77

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On May 1, 2011, the Corporation adopted IFRS. The audited
consolidated financial statements for the years ended April 30, 2012 and 2011
have been prepared in accordance with IFRS issued by IASB and interpretations of
the International Financial Reporting Interpretations Committee, effective for
the Corporations reporting for the year ended April 30, 2012. Readers of this
discussion should refer to Change in Accounting Policies below for a
discussion of IFRS and its effect on the Corporations financial
presentation.

The comparative financial information of fiscal 2011 in this
discussion has been restated to conform to IFRS, unless otherwise stated.

For the purposes of preparing this discussion, management, in
conjunction with the Board of Directors, considers the materiality of
information. Information is considered material if: (i) such information results
in, or would reasonably be expected to result in, a significant change in the
market price or value of the Corporations common shares; or (ii) there is a
substantial likelihood that a reasonable investor would consider it important in
making an investment decision; or (iii) it would significantly alter the total
mix of information available to investors. Management, in conjunction with the
Board of Directors, evaluates materiality with reference to all relevant
circumstances, including potential market sensitivity.

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, 2012, compared with Twelve
months ended April 30, 2011

The Corporations net loss totaled $8,386,262 for the twelve
months ended April 30, 2012, with basic and diluted loss per share of $0.17.
This compares with net loss of $7,374,350 with basic and diluted loss per share
of $0.20 for the twelve months ended April 30, 2011. The increase of $1,011,912
in net loss was principally because:

- The Corporation incurred a write-off of exploration property interests of
  $5,171,214 related to McCart Township and Nevada Properties. The write-off of
  exploration property interests and related receivables related to Rosario
  Properties was $1,175,229 for the year ended April 30, 2012 compared to
  $4,131,792 for the year ended April 30, 2011. The write-off of exploration
  property interests and related receivables related to Rosario Properties was
  included in net loss from discontinued operations.
- The Corporation incurred a gain on sale of available-for-sale investment
  of $111,182 during the year ended April 30, 2012, through the disposal of
  Gondwana shares. No such gain was incurred in the comparative period.
- Interest income increased by $103,585 during the twelve months ended April
  30, 2012, compared to same period last year. The Corporation earned interest
  on high interest savings accounts and certificates of deposit from funds
  raised from its initial public offering, which was completed on October 7,
  2009, a private placement that was completed on December 1, 2009, and the
  offering and over-allotment that were completed on December 20, 2010 and
  January 7, 2011, respectively.

78

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- The Corporation incurred a decrease in share-based payments of $716,981
  for the year ended April 30, 2012, compared to the twelve months ended April
  30, 2011. The decrease can be attributed to forfeiture of 196,666 stock
  options during the twelve months ended April 30, 2012, which resulted in a
  reversal of share-based payment of $138,886. In addition, the stock options
  have vesting terms that require share-based payments of $635,205 to be
  recorded during the twelve months ended April 30, 2012, compared to $1,352,186
  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 ended April 30,
  2012, the following stock options were issued:On June 8, 2011, the
  Corporation granted 55,000 options exercisable at $0.85 to an employee and a
  consultant of the Corporation with an expiry date of June 8, 2016. The options
  will 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
  $11,550 was assigned to the stock options by using the Black-Scholes valuation
  model with the following assumptions: expected dividend yield of 0%, expected
  volatility of 72%, risk-free rate of return of 2.05% and an expected maturity
  of five years. For the year ended April 30, 2012, $9,422 was expensed to
  share-based payments.On July 26, 2011, the Corporation granted 417,500
  options exercisable at $0.50 to certain directors, officers, employees and
  consultants of the Corporation with an expiry date of July 26, 2016. The
  options will 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 $119,823 was assigned to the stock options by using the Black- Scholes
  valuation model with the following assumptions: expected dividend yield of 0%,
  expected volatility of 71%, risk-free rate of return of 1.93% and an expected
  maturity of five years. For the year ended April 30, 2012, $95,126 was
  expensed to share-based payments.On September 6, 2011, the Corporation
  granted 215,000 options exercisable at $0.50 to certain employees of the
  Corporation with an expiry date of September 6, 2016. The options will 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 $61,920 was
  assigned to the stock options by using the Black-Scholes valuation model with
  the following assumptions: expected dividend yield of 0%, expected volatility
  of 70%, risk-free rate of return of 1.24% and an expected maturity of five
  years. For the year ended April 30, 2012, $40,734 was expensed to share-based
  payments.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.

79

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- The Corporation incurred professional fees of $226,459 for the year ended
  April 30, 2012, compared to $768,066 during the year ended April 30, 2011. The
  decrease can be attributed to reduced corporate activity requiring legal
  assistance;
- The Corporation had a decrease in travel costs of $147,921 for the year
  ended April 30, 2012, compared to the year ended April 30, 2011. The
  Corporation incurred less travel costs in fiscal year 2012 due to its
  concentration on the Nevada Portfolio. In addition, management had fewer site
  visits to potential properties of interest in fiscal 2012 compared to fiscal
  2011.
- Administrative and general expenses decreased by $26,911 for the year
  ended April 30, 2012, compared to the year ended April 30, 2011, 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 decrease can be attributed to more cost savings initiatives
  during the year ended April 30, 2012 compared to the same period in the
  previous year.
- The Corporation incurred salaries and benefits costs of $279,151 for the
  year ended April 30, 2012, compared to $347,180 for the year ended April 30,
  2011. The decrease can be attributed to lower employee costs to support the
  Nevada Portfolio paid by BPV Gold during the year ended April 30, 2012, than
  the same period last year.
- The Corporation incurred a foreign exchange gain of $18,471 during the
  year ended April 30, 2012 compared foreign exchange loss of $6,998 during the
  year ended April 30, 2011. The increase in foreign exchange loss can be
  attributed to transactions in Chile and the United States and the US dollar
  exchange rate fluctuations.
- The Corporation incurred an increase in business development fees of
  $546,843 for the year ended April 30, 2012, compared to the year ended April
  30, 2011. These costs were incurred to develop the Corporations investor
  profile and business opportunities.
- All other expenses related to general working capital purposes.

Three months ended April 30, 2012 compared with three months
ended April 30, 2011

The Corporations net loss totaled $5,669,404 for the three
months ended April 30, 2012, with basic and diluted loss per share of $0.12.
This compares with net loss of $3,698,899 with basic and diluted loss per share
of $0.09 for the three months ended April 30, 2011. The increase of $1,970,505
in net loss was principally because:

- The Corporation incurred a write-off of exploration property interests of
  $5,171,214 related to McCart Township and Nevada Properties in the three
  months ended April 30, 2012 compared to $nil during the three months ended
  April 30, 2011. The write-off of exploration property interests and related
  receivables related to the Rosario Properties, which include the concessions
  known as the Rosario, Julia, Eliana I, Eliana II and Eliana III mining
  concessions was $84,734 for the three months ended April 30, 2012 compared to
  $3,309,120 for the three months ended April 30, 2011. The write-off of
  exploration property interests and related receivables related to Rosario
  Properties was included in net loss from discontinued operations.
- The Corporation had a decrease in share-based payments of $149,040 for the
  three months ended April 30, 2012, compared to the three months ended April
  30, 2011. The decrease can be attributed to the reason that the stock options
  have vesting terms that require share-based payments of $88,861 to be recorded
  during the three months ended April 30, 2012, compared to $237,901 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 three months ended April 30, 2012, no
  stock options were issued.

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- The Corporation incurred professional fees of $8,960 for the three months
  ended April 30, 2012, compared to $180,392 during the three months ended April
  30, 2011. The decrease can be attributed to reduced corporate activity
  requiring legal assistance;
- The Corporation incurred salaries and benefits of $40,418 for the three
  months ended April 30, 2012, compared to $137,035 for the three months ended
  April 30, 2011. The decrease can be attributed to lower employee costs to
  support the Nevada Portfolio paid by BPV Gold during the three months ended
  April 30, 2012, than the same period last year.
- The Corporation incurred a foreign exchange gain of $126,485 during the
  three months ended April 30, 2012, compared with a foreign exchange gain of
  $55,516 during the three months ended April 30, 2011. The increase in foreign
  exchange gain can be attributed to transactions in Chile and the United States
  and US dollar exchange rate fluctuations.
- The Corporation incurred an increase in business development fees of
  $376,550 for the three months ended April 30, 2012, compared to the three
  months ended April 30, 2011. These costs were incurred to develop the
  Corporations investor profile and business opportunities.
- All other expenses related to general working capital purposes.

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.

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.

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Critical Accounting Estimates

Significant assumptions about the future that management has
made that could result in a material adjustment to the carrying amounts of
assets and liabilities, in the event actual results differ from assumptions
made, relate to, but are not limited to, the following:

- Assets' carrying values and
impairment charges

In the determination of carrying values and impairment charges,
management looks at the higher of recoverable amount or fair value less costs to
sell in the case of assets and at objective evidence, significant or prolonged
decline of fair value on financial assets indicating impairment. These
determinations and their individual assumptions require that management make a
decision based on the best available information at each reporting period.

- Capitalization of exploration and
evaluation costs

Management has determined that exploration and evaluation costs
incurred during the year have future economic benefits and are economically
recoverable. In making this judgement, management has assessed various sources
of information including but not limited to the geologic and metallurgic
information, history of conversion of mineral deposits to proven and probable
mineral reserves, scoping and feasibility studies, proximity of operating
facilities, operating management expertise and existing permits.

- Impairment of exploration
properties and deferred exploration expenditures

While assessing whether any indications of impairment exist for
interest in exploration properties and deferred exploration expenditures,
consideration is given to both external and internal sources of information.
Information the Corporation considers includes changes in the market, economic
and legal environment in which the Corporation operates that are not within its
control that could affect the recoverable amount of exploration and evaluation
assets. Internal sources of information include the manner in which exploration
and evaluation assets are being used or are expected to be used and indications
of expected economic performance of the assets. Estimates include but are not
limited to estimates of the discounted future after-tax cash flows expected to
be derived from the Corporation's exploration properties, costs to sell the
properties and the appropriate discount rate. Reductions in metal price
forecasts, increases in estimated future costs of production, increases in
estimated future capital costs, reductions in the amount of recoverable mineral
reserves and mineral resources and/or adverse current economics can result in a
write-down of the carrying amounts of the Corporation's exploration properties.

- Estimation of decommissioning and
restoration costs and the timing of expenditure

Management has made the assumption of no material restoration,
rehabilitation and environmental provisions, based on the facts and
circumstances that existed during the periods presented. Decommissioning,
restoration and similar liabilities are estimated based on the Corporation's
interpretation of current regulatory requirements, constructive obligations and
are measured at fair value. Fair value is determined based on the net present
value of estimated future cash expenditures for the settlement of
decommissioning, restoration or similar liabilities that may occur upon
decommissioning of the mine. Such estimates are subject to change based on
changes in laws and regulations and negotiations with regulatory authorities.

- Income taxes and recoverability of
potential deferred tax assets

In assessing the probability of realizing income tax assets
recognized, management makes estimates related to expectations of future taxable
income, applicable tax planning opportunities, expected timing of reversals of
existing temporary differences and the likelihood that tax positions taken will
be sustained upon examination by applicable tax authorities. In making its
assessments, management gives additional weight to positive and negative
evidence that can be objectively verified. Estimates of future taxable income
are based on forecasted cash flows from operations and the application of
existing tax laws in each jurisdiction. The Corporation considers whether
relevant tax planning opportunities are within the Corporation's control, are
feasible, and are within management's ability to implement. Examination by
applicable tax authorities is supported based on individual facts and
circumstances of the relevant tax position examined in light of all available
evidence. Where applicable tax laws and regulations are either unclear or
subject to ongoing varying interpretations, it is reasonably possible that
changes in these estimates can occur that materially affect the amounts of
income tax assets recognized. Also, future changes in tax laws could limit the Corporation from realizing the tax benefits from the
deferred tax assets. The Corporation reassesses unrecognized income tax assets
at each reporting period.

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- Share-based payments

Management determines costs for share-based payments using
market-based valuation techniques. The fair value of the market-based and
performance-based share awards are determined at the date of grant using
generally accepted valuation techniques. Assumptions are made and judgment used
in applying valuation techniques. These assumptions and judgments include
estimating the future volatility of the stock price, expected dividend yield,
future employee turnover rates and future employee stock option exercise
behaviors and corporate performance. Such judgments and assumptions are
inherently uncertain. Changes in these assumptions affect the fair value
estimates.

- Contingencies

(i) Environmental contingencies

The Corporation's activities are
subject to environmental regulation (including regular environmental impact
assessments and permitting) in each of the jurisdictions in which its mineral
properties are located. Such regulations cover a wide variety of matters
including, without limitation, prevention of waste, pollution and protection of
the environment, labour relations and worker safety. The Corporation may also be
subject under such regulations to clean-up costs and liability for toxic or
hazardous substances which may exist on or under any of its properties or which
may be produced as a result of its operations. It is likely that environmental
legislation and permitting will evolve in a manner which will require stricter
standards and enforcement. This may include increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a higher degree of responsibility for companies, their directors and
employees.

The Corporation has not determined and
is not aware whether any provision for such costs is required and is unable to
determine the impact on its financial position, if any, of environmental laws
and regulations that may be enacted in the future due to the uncertainty
surrounding the form that these laws and regulations may take.

(ii) Management contracts

At April 30, 2012, the Corporation was
party to certain management and consulting contracts. Minimum commitments under
the agreements are approximately $253,333 all payable within one year.

Change in Accounting Policies

Impact of Adopting IFRS on the Corporations Accounting
Policies

Effective the first quarter of fiscal 2012, the Corporation
began preparing its financial statements in accordance with IFRS.
Reconciliations, descriptions and explanations of how the transition to IFRS has
affected the reported financial position, financial performance and cash flows
of the Corporation are provided in Note 21 Conversion to IFRS, to the audited
consolidated financial statements for the year ended April 30, 2012. This note
also includes reconciliations of equity and comprehensive income (loss) for
comparative periods reported under Canadian GAAP with amounts reported for those
periods under IFRS.

The Corporation has changed certain accounting policies to be
consistent with IFRS as it is expected to be effective or available on April 30,
2012, the Corporations first annual IFRS reporting date. The changes to its
accounting policies have resulted in certain changes to the recognition and
measurement of assets, liabilities, equity, revenue and expenses within its
financial statements.

The following summarizes the significant changes to the
Corporations accounting policies on adoption of IFRS.

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(a) Impairment of Non-financial Assets

IFRS requires a write-down of assets if the higher of the fair
market value and the value in use of a group of assets is less than its carrying
value. Value in use is determined using discounted estimated future cash flows.
Current Canadian GAAP requires a write-down to estimated fair value only if the
undiscounted estimated future cash flows of a group of assets are less than its
carrying value.

The Corporation's accounting policies related to impairment of
non-financial assets have been changed to reflect these differences. There was
no impact on the audited consolidated financial statements as there were no
impairment indicators on the Transition Date or as at April 30, 2011.

(b) Decommissioning Liabilities (Asset Retirement Obligations)

IFRS requires the recognition of a decommissioning liability
for legal or constructive obligations, while current Canadian GAAP only requires
the recognition of such liabilities for legal obligations. A constructive
obligation exists when an entity has created reasonable expectations that it
will take certain actions.

The Corporation's accounting policies related to
decommissioning liabilities have been changed to reflect these differences.
There is no impact on the audited consolidated financial statements as there was
no legal or constructive obligation on the Transition Date or as at April 30,
2011.

(c) Income Taxes

Under Canadian GAAP, the Corporation has recognized deferred
tax on temporary differences arising on the acquisition of assets where the
carrying amount of the assets acquired exceeded the tax base.

IFRS provides for a specific exemption from recording a
deferred tax liability on initial recognition when the transaction is not a
business combination and at the time of the transaction, affects neither
accounting profit/loss nor tax profit/loss. As the acquisition of certain
interests in exploration properties meets the IFRS exemption criteria, the
recognition of deferred tax liabilities in relation to these assets acquired
under Canadian GAAP is reversed under IFRS.

Impact of Adopting IFRS on the Corporations Business

The adoption of IFRS has resulted in some changes to the
Corporations accounting systems and business processes. However, the impact has
been minimal. The Corporation has not identified any contractual arrangements
that are significantly impacted by the adoption of IFRS.

The Corporation's staff and advisers involved in the
preparation of financial statements have been appropriately trained on the
relevant aspects of IFRS and the changes to accounting policies.

The Board of Directors and Audit Committee have been regularly
updated throughout the Corporations IFRS transition process, and are aware of
the key aspects of IFRS affecting the Corporation.

New accounting standards and interpretations

The following standards have not yet been adopted and are being
evaluated to determine their impact on the Corporation.

(i) IFRS 9  Financial instruments (IFRS 9) was issued by the
IASB in October 2010 and will replace IAS 39 Financial Instruments: Recognition
and Measurement (IAS 39). IFRS 9 uses a single approach to determine whether a
financial asset is measured at amortized cost or fair value, replacing the
multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity
manages its financial instruments in the context of its business model and the
contractual cash flow characteristics of the financial assets. Most of the
requirements in IAS 39 for classification and measurement of financial
liabilities were carried forward unchanged to IFRS 9. The new standard also
requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning
on or after January 1, 2015.

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(ii) IFRS 10  Consolidated financial statements (IFRS 10)
was issued by the IASB in May 2011. IFRS 10 is a new standard which identifies
the concept of control as the determining factor in assessing whether an entity
should be included in the consolidated financial statements of the parent
company. Control consists of three elements: power over an investee; exposure to
variable returns from an investee; and the ability to use power to affect the
reporting entitys returns. IFRS 10 is effective for annual periods beginning on
or after January 1, 2013. Earlier adoption is permitted.

(iii) IFRS 11  Joint arrangements (IFRS 11) was issued by
the IASB in May 2011. IFRS 11 is a new standard which focuses on classifying
joint arrangements by their rights and obligations rather than their legal form.
Entities are classified into two groups: parties having rights to the assets and
obligations for the liabilities of an arrangement, and rights to the net assets
of an arrangement. Entities in the former case account for assets, liabilities,
revenues and expenses in accordance with the arrangement, whereas entities in
the latter case account for the arrangement using the equity method. IFRS 11 is
effective for annual periods beginning on or after January 1, 2013. Earlier
application is permitted.

(iv) IFRS 12  Disclosure of interests in other entities (IFRS
12) was issued by the IASB in May 2011. IFRS 12 is a new standard which
provides disclosure requirements for entities reporting interests in other
entities, including joint arrangements, special purpose vehicles, and
off-balance-sheet vehicles. IFRS 12 is effective for annual periods beginning on
or after January 1, 2013. Earlier application is permitted.

(v) IFRS 13  Fair value measurement (IFRS 13) was issued by
the IASB in May 2011. IFRS 13 is a new standard which provides a precise
definition of fair value and a single source of fair value measurement
considerations for use across IFRSs. The key points of IFRS 13 are as follows:

- fair value is measured using the price in a principal market for the asset
  or liability, or in the absence of a principal market, the most advantageous
  market;
- financial assets and liabilities with offsetting positions in market risks
  or counterparty credit risks can be measured on the basis of an entitys net
  risk exposure;
- disclosure regarding the fair value hierarchy has been moved from IFRS 7
  to IFRS 13, and further guidance has been added to the determination of
  classes of assets and liabilities;
- a quantitative sensitivity analysis must be provided for financial
  instruments measured at fair value;
- a narrative must be provided discussing the sensitivity of fair value
  measurements categorized under Level 3 of the fair value hierarchy to
  significant unobservable inputs;
- and information must be provided on an entitys valuation processes for
  fair value measurements categorized under Level 3 of the fair value hierarchy.

IFRS 13 is effective for annual periods beginning on or after
January 1, 2013. Earlier application is permitted.

(vi) IAS 1  Presentation of financial statements (IAS 1) was
amended by the IASB in June 2011 in order to align the presentation of items in
other comprehensive income with US GAAP standards. Items in other comprehensive
income will be required to be presented in two categories: items that will be
reclassified into profit or loss and those that will not be reclassified. The
flexibility to present a statement of comprehensive income as one statement or
two separate statements of profit and loss and other comprehensive income
remains unchanged. The amendments to IAS 1 are effective for annual periods
beginning on or after July 1, 2012.

Subsequent Events

(i) On June 28, 2012, the Corporation entered into a
non-binding letter of intent that sets forth the basic terms of the Transaction
by Bridgeport of Premier Golds wholly-owned subsidiary, Premier Royalty.

Pursuant to the Transaction, Bridgeport will issue shares to
Premier Gold in such amount as is equal to 60% of the issued and outstanding
shares of Bridgeport (prior to giving effect to any convertible securities or
instruments). Bridgeport will also issue warrants to its existing shareholders
on the basis of 0.375 of a warrant for each common share of Bridgeport held by
such shareholders. Each whole warrant (a Bridgeport Warrant) will be
exercisable at a price of $0.50 for a period commencing on the date that is six
months following the completion of the Transaction and ending on the date that
is four years following completion of the Transaction, subject to early expiry
upon the occurrence of certain events.

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Premier Gold has previously provided a bridge loan facility to
Premier Royalty in connection with the acquisition by Premier Royalty of certain
royalties. In addition to stipulated cash payback provisions, Premier Gold will
be granted a one-time right in its sole discretion to convert all or a portion
of the bridge loan into units of Bridgeport, each such unit consisting of one
common share of Bridgeport and 0.375 of a Bridgeport Warrant. In addition,
Premier Gold will receive 616,400 Bridgeport Warrants, and convertible securities of Premier Royalty granted to certain vendors of royalty
interests will convert into common shares or warrants of Bridgeport in
connection with the Transaction.

Premier Gold shall have the right to rename Bridgeport and set
its new management team upon completion of the Transaction. Bridgeport shall be
entitled to two seats on the resulting Board of Directors.

On July 10, 2012, Premier Gold announced the closing of a
private placement (the Financing) by its wholly-owned subsidiary, Premier
Royalty, of an aggregate $11,500,000.00 principal amount of convertible
debentures of Premier Royalty, which accrue interest at a rate of 8% per annum.
The convertible debentures mature on May 31, 2013 unless, among other things,
they are automatically converted as a result of the occurrence of a going public
transaction by Premier Royalty, including the closing of the Transaction. If the
Transaction is completed, the convertible debentures will convert into
Bridgeport units. Each unit will consist of one common share of Bridgeport and
0.375 of a Bridgeport warrant, which warrants will have the same terms as the
Bridgeport Warrants discussed above. The proceeds will be used for royalty
acquisitions and working capital.

In addition, in connection with the Transaction, the common
shares of Bridgeport will be consolidated on such basis as is determined at the
time of the definitive agreement. The dollar figures and amounts referenced
above do not give effect to the consolidation. The options and existing warrants
of Bridgeport will also be adjusted to reflect the consolidation of Bridgeport
shares and the distribution of Bridgeport Warrants.

The Transaction is subject to, among other things, the
negotiation and execution of a definitive binding agreement (the Definitive
Agreement), approval of the board of directors of each of Premier Gold and
Bridgeport, approval of Bridgeports shareholders, regulatory approvals,
including approval of the TSX,
completion of due diligence and the entering into of support and lock-up
agreements by Bridgeports directors and officers. Premier Gold and Bridgeport
have agreed to deal exclusively with each other until July 31, 2012. It is
anticipated that the Definitive Agreement will be executed in the near future. Further details will be announced upon the entering into of the Definitive
Agreement. CIBC World Markets Inc. is acting as financial advisor to Premier
Gold and Premier Royalty in connection with the Transaction and PowerOne Capital
Markets Limited is acting as financial advisor to Bridgeport in connection with
the Transaction.

(ii) Subsequent to April 30, 2012, the Corporation made
termination payments in the amount of $253,333 pursuant to certain management
and consulting contracts. Effective June 1, 2012, the Chief Executive Officer
will commit a minimum 50% of her time towards her duties.

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, 2012, the Corporation did
not have any equity transactions.

Amounts payable and other liabilities decreased to $97,233 at
April 30, 2012, compared to $1,046,868 at April 30, 2011, primarily due to
payments made during the year ended April 30, 2012. The Corporations cash and
cash equivalents as at April 30, 2012, are sufficient to pay these liabilities.

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

As of April 30, 2012, and to the date of this 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. Amounts payable and other liabilities are short term and
non-interest bearing.

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Management estimates the Corporations operating expenses are
estimated to average approximately $60,000 to $80,000 per month for fiscal 2013.
The $60,000 to $80,000 covers legal fees, reporting issuer costs, salaries and
benefits, business development costs and general and administrative costs. This
does not take into account the Transaction with Premier Golds wholly-owned
subsidiary, Premier Royalty. A budget subsequent to the Transaction will be
developed at that time.

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. A budget of
approximately $3,123,698 was previously proposed to fund 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 anticipated that it would 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. As of the date of this report, the
exploration program for the Nevada Portfolio has been suspended and the
Corporation is in discussions with companies who are interested in purchasing or
joint venturing the Nevada projects. The $13.65 million use of proceeds
disclosed in the short-form prospectus of the Corporation dated December 13,
2010, related to a prior financing completed by the Corporation, has been
modified due to the current market environment. In particular, Bridgeports
objective has changed to conserving cash to support an aggressive search for a
flagship advanced gold or copper-gold project in the Americas. The Corporation
intends to spend $350,000 on the Nevada Portfolio to maintain its ownership
rights in the projects. The budget is discretionary, subject to change if
management decides to scale back operations or accelerate exploration based on
the success or failure of future exploration programs.

The Corporation believes it currently has sufficient funds to
meet its fiscal 2013 planned expenditures. The Corporations working capital of
$17,898,055 as of April 30, 2012, is anticipated to be adequate for it to
continue operations at the current level for the twelve month period ending
April 30, 2013, even if its expected plans discussed above do not materialize
and new plans are developed. However, to meet long-term business plans,
acquiring a flagship advanced gold or copper-gold project in the Americas is an
important component of the Corporations financial success.

Financial Instruments

The Corporations financial instruments consist of:

|Description                                             |  | As at          |  |  | As at          |  
|------------------------------------------------------- |  | -------------- |  |  | -------------- | -
|                                                        |  | April 30,      |  |  | April 30,      |  
|                                                        |  | 2012           |  |  | 2011           |  
|                                                        |  | **$**          |  |  | **$**          |  
|Cash and cash equivalents                               |  | 17,810,583     |  |  | 22,870,894     |  
|Available-for-sale investment                           |  | 24,250         |  |  | 280,000        |  
|Amounts receivable                                      |  | 61,513         |  |  | -              |  
|Amounts payable and other liabilities                   |  | 97,233         |  |  | 1,046,868      |  
|                                                        |  |                |  |  |                |  
|                                                        |  | Year ended     |  |  | Year ended     |  
|                                                        |  | April 30, 2012 |  |  | April 30, 2011 |  
|Unrealized loss (gain) on available-for-sale investment |  | 3,875          |  |  | (175,000       | )

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.

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The long-term corporate objective and strategic plan remain
unchanged. However, the short-term objective and plan continue 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 goods
and services tax and harmonized sales tax due from the Government of Canada and
deposits with service providers. Amounts receivable are in good standing as of
April 30, 2012. 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

Liquidity risk is the risk that the Corporation will not have
sufficient cash resources to meet its financial obligations as they come due.
The Corporations liquidity and operating results may be adversely affected if
its access to the capital market is hindered, whether as a result of a downturn
in stock market conditions generally or matters specific to the Corporation. The
Corporation generates cash flow primarily from its financing activities. As at
April 30, 2012, the Corporation had cash and cash equivalents of $17,810,583
(April 30, 2011 - $22,870,894 and May 1, 2010 - $11,137,382) to settle current
liabilities of $97,233 (April 30, 2011 - $1,046,868 and May 1, 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 preservation and security of
capital as well as liquidity. The Corporations ability to continually meet its
obligations and carry out its planned exploration activities is uncertain and
dependent upon the continued financial support of its shareholders and securing
additional financing.

Market Risk

a) Interest Rate Risk

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

b) Foreign Currency Risk

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

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The Corporation had the following
significant balances in foreign currencies:

| | Description                                 |  | As at      |     |  | As at       |     
| | ------------------------------------------- |  | ---------- | --- |  | ----------- | ----
| |                                             |  | April 30,  |     |  | April 30,   |     
| |                                             |  | 2012       |     |  | 2011        |     
| |                                             |  | $          |     |  | $           |     
| | United States
      Dollars                 |  |            |     |  |             |     
| | Cash (Bank indebtedness)                    |  | 24,862     | (1) |  | (375,361    | )(1)
| | Amounts
      receivable and other assets   |  | 15,000     | (1) |  | 1,082       | (1) 
| | Amounts payable and other
      liabilities |  | 1,958      | (1) |  | 20,196      | (1) 
| |                                             |  |            |     |  |             |     
| | Chilean Peso                                |  |            |     |  |             |     
| |                                             |  |            |     |  |             |     
| | Amounts receivable and other
      assets   |  | 30,118,500 | (2) |  | 112,182,936 | (2) 
| | Amounts payable and other liabilities       |  | --         |     |  | 199,755,213 | (2) 

(1) Denoted in United States Dollars:
(April 30, 2012 - 1 United States Dollar = 0.9879 Canadian Dollars); and (April
30, 2011 - 1 United States Dollar = 0.9464 Canadian Dollars); and (2)
Denoted in Chilean Pesos: (April 30, 2012 - 1 Chilean Peso = 0.002039 Canadian
Dollars); and (April 30, 2011 - 1 Chilean Peso = 0.00206 Canadian Dollars).

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. Because the
Corporation's mineral properties are in the exploration stage, it does not hedge
against commodity price risk.

The Corporation's available-for-sale
investment in Gondwana and Orsa are subject to fair value fluctuations arising
from changes in the equity and commodity markets.

Sensitivity Analysis

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. A
1% change in the interest rates with all other variables held constant, would
result in a corresponding increase/decrease in interest income of approximately
$177,000 based on the balance of cash equivalents at April 30, 2012.

(ii) The Corporation is exposed to foreign currency risk on
fluctuations of financial instruments that are denominated in US dollars related
to cash balances, amounts receivable and accounts payable and accrued
liabilities. As at April 30, 2012, a plus or minus 5% change in the foreign
exchange rate with all other variables held constant would decrease/increase the
loss for the year ended April 30, 2012 and the reported equity as at April 30,
2012 by $4,202.

89

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(iii) The Corporations available-for-sale investments in the
common shares of Gondwana and Orsa are subject to fair value fluctuations. As at
April 30, 2012, a plus or minus 10% change in the bid price of the common shares
of Gondwana and Orsa with all other variables held constant would
decrease/increase the comprehensive loss for the year ended April 30, 2012, and
the reported equity as at April 30, 2012 by $2,450.

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.

The Corporation monitors its capital structure and actively
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's ability to continue to carry
out its planned exploration activities is uncertain and dependent upon the
continued financial support of its shareholders and securing additional
financing.

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 activities
related to its mineral properties. Selected information is provided to the Board
of Directors. The Corporations capital management objectives, policies and
processes have remained unchanged during the year ended April 30, 2012.

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 currently has operations in 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 the Nevada Portfolio through
partnerships with other junior companies, and to other prospective business
opportunities and the overall financial markets. Financial markets are likely to
be volatile, reflecting ongoing concerns about the stability of the global
economy and weakening global growth prospects. Unprecedented uncertainty in the
credit markets has also led to increased difficulties in borrowing and raising
funds. Companies worldwide have been affected particularly negatively by these
trends. As a result, the Corporation may have difficulties raising equity
financing for the purposes of copper, silver, gold and other minerals
exploration and development, particularly without excessively diluting the
interests of existing shareholders. These trends may limit the ability of the
Corporation to develop and/or further explore its current mineral exploration
properties and any other property interests that may be acquired in the future.

90

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Bridgeport has also identified the extreme volatility occurring
in the financial markets as at the date hereof as a significant risk for the
Corporation. As a result of the market turmoil, investors are moving away from
assets they perceive as risky to those they perceive as safe. Companies like
Bridgeport are considered risk assets and are highly speculative. The volatility
in the markets and investor sentiment may make it difficult for Bridgeport to
access the capital markets in order to raise the capital it will need to fund
its current level of expenditures.

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
    36
    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
    76
    Chairman
    President, H.R. Snyder Consultants, a
      consulting firm
    2009Graham Clow Ontario, Canada
    63
    Director
    Chief Financial Officer, New
      Dawn Mining Corp., a gold exploration and production company
    2011Jon North Ontario, Canada
    50
    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)
    2007


|Wolf Seidler Ontario, Canada     | 66 | Director                | Consultant/project manager for
      French Nuclear Waste Agency (Andra)                                                                                                                  | 2010
|-------------------------------- | -- | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Carmelo Marrelli Ontario, Canada | 41 | 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/A 
|Matthew Gray, Ph.D., C.P.G.      | 49 | 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 

91

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

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, an M.Sc.
(Exploration Geology) from Rhodes University, South Africa in 2001, and recently
completed an MBA from Athabasca University, Edmonton in 2012. Ms. Ramnath has
been working in the exploration and mining industry for over 12 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 KGHM International) in Sudbury, Canada. As of
June 1, 2012, Ms. Ramnath is required to commit a minimum 50% of her time
towards her duties as Chief Executive Officer. Ms. Ramnath currently devotes
approximately 65% 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 a 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 26 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 a past director of Baja Mining Corp.
(TSX:BAJ) and Inmet Mining Corp. (TSX: IMN). Mr. Seidler has over 41 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) and Focused Capital II Corp., a capital pool company. 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 24 years of international exploration experience including
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, 2010, 2011 and 2012 in respect
of the individuals who served, during the fiscal year ended April 30, 2012, 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, 2012.



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Summary Compensation Table

|Name and
      PrincipalPosition                             | Fiscal
      Year **Ended** April
      **30,** | Salary     | Share-
      based awards | Option-
      based awards(1) | Non-equity
      incentive plan compensation | Pensionvalue    | **All other** **compensation** | Total
      **compensation**
|------------------------------------------------------------ | ----------------------------------------------- | ---------- | ------------------------- | ----------------------------- | -------------------------------------------- | --------------- | ------------------------------ | ----------------------------
|Annual                                                       | **Long-**                                      
|                                                             |                                                 |            |                           |                               | Incentive term Plans                         | incentive Plans |                                |                             
|Shastri Ramnath, President and
      Chief Executive Officer | 2012                                            | $200,000   | Nil                       | $28,700(2)                    | Nil                                          | Nil             | Nil                            | Nil                         
|2011                                                         | $91,250                                         | Nil        | $1,214,400(3)             | Nil                           | Nil                                          | Nil             | Nil                            | $1,305,650                  
|Carmelo Marrelli, Chief Financial Officer                    | 2012                                            | $47,337(4) | Nil                       | $5,470(5)                     | Nil                                          | Nil             | Nil                            | Nil                         
|2011                                                         | $40,000(4)                                      | Nil        | Nil                       | Nil                           | Nil                                          | Nil             | Nil                            | $40,000                     
|2010                                                         | $36,000(4)                                      | Nil        | $8,000(6)                 | Nil                           | Nil                                          | Nil             | Nil                            | $44,000                     

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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | On July 26, 2011, the Corporation granted 417,500 options
      exercisable at $0.50 to certain directors, officers, employees and
      consultants of the Corporation with an expiry date of July 26, 2016, of
      which the number of options granted to Ms. Ramnath was 100,000. The
      options 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 $119,823 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 71%, risk-free rate of return
      of 1.93% and an expected maturity of 5 years. The value attributable to
      Ms. Ramnath was $28,700.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(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) | Amounts paid to MSSI for the services of Mr.
    Marrelli.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | On July 26, 2011, the Corporation granted 417,500 options
      exercisable at $0.50 to certain directors, officers, employees and
      consultants of the Corporation with an expiry date of July 26, 2016, of
      which the number of options granted to Mr. Marrelli was 20,000. The
      options 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 $119,823 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 71%, risk-free rate of return
      of 1.93% and an expected maturity of 5 years. The value attributable to
      Mr. Marrelli was $5,740.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(6) | 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, 2012.

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
    Nil100,000
    $0.50
    July
      26, 2016
    $Nil
    Nil
    NilCarmelo Marrelli
    100,000
    $0.35
    August
      20, 2014
    $Nil
    Nil
    Nil20,000
    $0.50
    July
      26, 2016
    $Nil
    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, 2012 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
    $461,286
    Nil
    NilCarmelo Marrelli
    $4,557
    Nil
    Nil


Note:

|(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.

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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 2012, (i) Ms. Ramnath, the President and Chief
Executive Officer of the Corporation, received a salary of $200,000 and stock
option grants valued at $28,700; and (ii) Mr. Marrelli, the Chief Financial
Officer of the Corporation, was paid a salary, through MSSI, of $47,337 and
received option grants valued at $5,470. 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.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND
EMPLOYMENT CONTRACTS

Except as indicated below, 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.

On May 17, 2012, the Corporation entered into an arrangement
with Shastri Ramnath whereby Ms. Ramnath continues to serve in the role of
President and Chief Executive Officer of the Corporation on a part-time basis.
In accordance with the arrangement, Ms. Ramnaths base salary of $200,000 was
continued until the end of May 2012. At the end of May, she received a payment
of $200,000 less statutory deductions as a result of the change in Ms. Ramnaths
responsibilities. Beginning June 1, 2012, services rendered are to be billed by
Ms. Ramnaths personal services company and payment is now made in accordance
with invoices received from that company.

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Ms. Ramnath now receives remuneration for her services at a
monthly rate of $10,000 and Ms. Ramnath works 11 days each month. She is
remunerated at the rate of $1,000 per day for days worked in excess of 11 days
in any month, with such further payment to be agreed upon in writing before it
is incurred.

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, 2010 and 2011, 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 July 9, 2012, the Corporation had outstanding options
to purchase 4,507,500 common shares, of which 3,550,000 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, 2013
and a premium of $13,000 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, except for non-indemnifiable losses where the
deductible is $Nil. 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, 2012, in respect of the
individuals who were, during the fiscal year ended April 30, 2012, 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
    $14,350
    Nil
    Nil
    Nil
    $14,350Hugh
      Snyder
    $78,685(2)
    Nil
    $14,350
    Nil
    Nil
    Nil
    $93,035Wolf Seidler
    Nil
    Nil
    $28,700
    Nil
    Nil
    $42,707(3)
    $71,407Graham Clow
    $33,750
    Nil
    $14,350(4)
    Nil
    Nil
    Nil
    $48,100


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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Amounts paid to H.R. Snyder Consultants for the services
      of Mr. Snyder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | Paid in consideration of consulting services provided to
      the Corporation for service on the Technical Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | On July 26, 2011, the Corporation granted 417,500 options
      exercisable at $0.50 to certain directors, officers, employees and
      consultants of the Corporation with an expiry date of July 26, 2016, of
      which the number of options granted to Jon North, Hugh Snyder, Wolf Seidler and
Graham Clow was 50,000, 50,000, 100,000 and 50,000 respectively. The options
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 $119,823
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 71%, risk-free rate of return of 1.93% and an expected
maturity of 5 years. The values attributable to Jon North, Hugh Snyder, Wolf
Seidler and Graham Clow were $14,350, $14,350, $28,700 and $14,350 respectively.

97

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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 directors of the Corporation other
than the Named Executive Officers as of April 30, 2012.

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
    Nil
    Nil
    Nil50,000
    $0.50
    July
      26, 2016
    Nil
    Nil
    NilHugh Snyder
    200,000
    $1.20
    November 12, 2014
    Nil
    Nil
    Nil300,000
    $1.40
    December 7, 2014
    Nil
    Nil
    Nil50,000
    $0.50
    July
      26, 2016
    Nil
    Nil
    NilWolf Seidler
    250,000
    $2.15
    January 11, 2015
    Nil
    Nil
    Nil100,000
    $0.50
    July
      26, 2016
    Nil
    Nil
    NilGraham Clow
    250,000
    $1.00
    January 7, 2016
    Nil
    Nil
    Nil50,000
    $0.50
    July
      26, 2016
    Nil
    Nil
    Nil


Note:

(1) Based upon the closing price of the common shares as at
April 30, 2012, which was $0.34 per share.

Incentive Plan Awards  Value Vested During the Year

Set forth below is a summary of the value vested during the
financial year of the Corporation ended April 30, 2012 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.

98

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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
    $11,392
    Nil
    NilHugh Snyder
    $57,197
    Nil
    NilWolf Seidler
    $67,176
    Nil
    NilGraham Clow
    $57,646
    Nil
    Nil


Note:

(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.

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.

Except as described under Termination of Employment, Change in
Responsibilities and Employment Contracts above with respect to an arrangement
with Ms. Ramnath, during the fiscal year ended April 30, 2012 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.

The Corporations audit committee was comprised of Messrs. Clow
(Chair), Seidler and North. Each member of the audit committee is 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 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.

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

6.D. Employees

As of April 30, 2012, the Corporation had five employees. All
five employees were based out of Ontario Canada.

99

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6.E. Share Ownership

Holder
    Number/Type of Shares Under Options
      Exercisable Currently or Within 60 days of July
      9, 2012
    Number/Type of Shares Under
      Warrants Exercisable Currently or Within 60
      days of July 9, 2012
    Number of
      Common Shares Held as of July 9, 2012
    Percentage
      of Common Shares Beneficially Held as of July 9,
      2012(1)Shastri Ramnath(2)(3)
    1,399,998 Common Shares
    7,500 Common Shares
    60,000
    2.82%Jon North(3)
    166,666 Common Shares
    25,000 Common Shares
    25,000
    *Wolf Seidler(3)
    233,332 Common Shares
    10,000 Common Shares
    20,000
    *Hugh Snyder(3)(4)
    533,333 Common Shares
    3,000,000 Common Shares
    2,350,000
    10.87%Carmelo Marrelli(5)
    113,333 Common Shares
    Nil
    Nil
    *Graham Clow(3)
    199,999 Common Shares
    Nil
    4,500
    *


* Represents less than 1%.

|(1) | Based on 50,579,600 shares outstanding as of July 9, 2012
      and calculated in accordance with Rule 13d-3 under the Exchange
  Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 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. 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. On July 26, 2011, the Corporation granted 100,000 stock options to
      Ms. Ramnath pursuant to the Corporations stock option plan, exercisable
      for one common share each at a price of $0.50 per share for a period of
      five years expiring on July 26, 2016. 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.
|(3) | Currently a director of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Currently the Chairman of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | Currently the Chief Financial Officer of the
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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 July 9, 2012, an aggregate of 4,507,500 options have
been granted by the Corporation under the Plan.

100

---

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

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

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

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

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS

7.A. Major shareholders

Set forth below are the names and shareholdings of all major
shareholders of the Corporation (meaning shareholders that are the beneficial
owners of 5% or more of each class of the Corporations voting securities) as at
July 9, 2012:

Name of Major Shareholder
    Number of Common Shares
      Beneficially Held as at July 9, 2012
    Percentage of Common Shares
      Held as at July 9, 2012(1)Sheldon Inwentash
    7,547,500(2)
    14.67%Wayne Beach
    6,112,900(3)
    11.49%Hugh Snyder
    5,883,333(4)
    10.87%Pinetree Capital Ltd.
    5,352,500(5)
    10.43%Fronteer Gold Inc.
    4,500,000
    8.90%Libra Advisors, LLC
    3,000,000(6)
    5.93%


(1) Based on 50,579,600 shares outstanding as of July 9, 2012
and calculated in accordance with Rule 13d-3 under the Exchange Act.(2)
Includes 4,602,500 common shares and 750,000 common shares issuable upon
exercise of warrants held by Pinetree Capital Ltd. Also includes an additional
125,000 common shares issuable upon the exercise of warrants. (3) Includes
2,631,000 common shares issuable upon the exercise of warrants.(4) Includes
533,333 common shares issuable upon the exercise of options and 3,000,000 common
shares issuable upon the exercise of warrants.(5) Includes 750,000 common
shares issuable upon the exercise of warrants. 
(6) Ownership of these securities is shared by Libra Advisors,
LLC, Libra Associates, LLC, Libra Fund II (Luxembourg), Libra Fund (Luxembourg),
S.a.r.l. and Ranjan Tandon. Ownership of 2,583,000 of the securities is also
shared by Libra Fund, L.P.

101

---

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 an offering by the Corporation.

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 8,526,700 common shares of the Corporation are held in the United States by an
aggregate of eight shareholders.

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

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

7.B. Related party transactions

Related party transactions conducted in the normal course of
operations are measured at the exchange value (the amount established and agreed
to by the related parties). The amounts due to related parties are unsecured,
non-interest bearing and due on demand.

The Corporation entered into the following transactions with
related parties:

102

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Year Ended April 30, 2012 $
    Year Ended April 30, 2011 $Marrelli Support Services Inc.("MSSI")
      (1)
    47,377
    40,000DSA Corporate Services Inc. ("DSA")
      (2)
    10,592
    10,696H.R. Snyder Consultants (3)
    78,685
    65,625Total
    136,654
    116,321


|(1) | The Chief Financial Officer of the Corporation is the
      president of MSSI. Fees relate to accounting services provided by MSSI.
      These costs are reflected in professional fees in the consolidated
      statements of loss. As at April 30, 2012, MSSI was owed $25,750 (April 30,
      2011 - $12,562 and May 1, 2010 - $12,226) and the amount was included in
      amounts payable and other liabilities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | The Chief Financial Officer of the Corporation is an
      officer of DSA. Fees relate to corporate secretarial services provided by
      DSA. These costs are reflected in professional fees in the consolidated
      statements of loss. As at April 30, 2012, DSA was owed $1,300 (April 30,
      2011 - $989 and May 1, 2010 - $919) and the amount was included in amounts
      payable and other liabilities.  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Fees were paid to H.R. Snyder Consultants for Hugh Snyder
      to act as Chairman of the Corporation. H.R. Snyder Consultants is
      controlled by Hugh Snyder. These costs are reflected in salaries and
      benefits in the consolidated statements of
loss.                                                                                                                                                      

Names
    May 1 to July
      10, 2012 $Marrelli Support Services Inc.("MSSI") (1)
    9,366DSA
      Corporate Services Inc. ("DSA") (2)
    1,345H.R.
      Snyder Consultants (3)
    1,042Total
    11,753


|(1) | The Chief Financial Officer of the Corporation is the
      president of MSSI. Fees relate to accounting services provided by MSSI.
      These costs are reflected in professional fees in the consolidated
      statements of loss. As at July 10, 2012, MSSI was owed $30,366.    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(2) | The Chief Financial Officer of the Corporation is an
      officer of DSA. Fees relate to corporate secretarial services provided by
      DSA. These costs are reflected in professional fees in the consolidated
      statements of loss. As at July 10, 2012, DSA was owed $1,345.
|    |                                                                                                                                                                                                                                                                                       
|(3) | Fees were paid to H.R. Snyder Consultants for Hugh Snyder
      to act as Chairman of the Corporation. H.R. Snyder Consultants is
      controlled by Hugh Snyder. These costs are reflected in salaries and
      benefits in the consolidated statements of loss.                   

103

---

Remuneration of Directors and key management personnel of the
Corporation was as follows:

Year Ended April 30, 2012

Salaries and
      benefits $
    Share based
      payments $
    Total $Graham Clow, Director and Audit Chair
    33,750
    57,646
    91,396Shastri M. Ramnath, Director and CEO
    200,000
    461,286
    661,286Wolf Seidler, Director
    42,707
    67,176
    109,883Hugh Snyder, Chairman and Director
    nil
    57,197
    57,197Carmelo Marrelli, CFO
    nil
    4,557
    4,557Jon W. North, Director
    nil
    11,392
    11,392Total
    276,457
    659,254
    935,711


Year Ended April 30, 2011

Salaries and benefits $
    Share based payments $
    Total $John McBride,
      Director
    20,000
    nil
    20,000Wolf Seidler,
      Director
    49,500
    152,073
    201,573Shastri M.
      Ramnath, Director and CEO
    91,250
    653,291
    744,541Graham Clow,
      Director and Audit Chair
    10,000
    56,859
    66,859Hugh Snyder,
      Chairman/Director
    nil
    170,276
    170,276Total
    170,750
    1,032,499
    1,203,249


Note: During the year ended April 30, 2011, John McBride
resigned as director as at January 7, 2011, and became a service provider.

104

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May 1 to July 10, 2012

|                                            | Salaries and
      benefits $ | Share based
      payments $ | Total $
|------------------------------------------- | ----------------------------- | ---------------------------- | -------
|Graham Clow,
      Director and Audit Chair | 833                           | 4,237                        | 5,070  

Shastri M.
      Ramnath, Director and CEO
    200,000
    39,797
    239,797Wolf Seidler,
      Director
    667
    929
    1,596Hugh Snyder,
      Chairman and Director
    nil
    46,270
    46,270Carmelo Marrelli,
      CFO
    nil
    186
    186Jon W. North,
      Director
    nil
    465
    465Total
    201,500
    91,884
    293,384


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 9, 2012, nor have there been since
the date of incorporation of the Corporation, and the Corporation knows of no
such proceedings or actions currently contemplated that are reasonably expected
to have a significant effect on the Corporations financial position or
profitability.

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

See Item 17. Financial Statements.

8.B. Significant Changes

Since the date of the most recent financial statements of the
Corporation (April 30, 2012), no significant changes have occurred with respect
to the business of the Corporation, except as follows:

105

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(i) On June 28, 2012, the Corporation entered into a
non-binding letter of intent that sets forth the basic terms of the proposed
acquisition by Bridgeport of Premier Golds wholly-owned subsidiary, Premier
Royalty.

Pursuant to the Transaction, Bridgeport will issue shares to
Premier Gold in such amount as is equal to 60% of the issued and outstanding
shares of Bridgeport (prior to giving effect to any convertible securities or
instruments). Bridgeport will also issue warrants to its existing shareholders
on the basis of 0.375 of a warrant for each common share of Bridgeport held by
such shareholders. Each Bridgeport Warrant will be exercisable at a price of
$0.50 for a period commencing on the date that is six months following the
completion of the Transaction and ending on the date that is four years
following completion of the Transaction, subject to early expiry upon the
occurrence of certain events.

Premier Gold has previously provided a bridge loan facility to
Premier Royalty in connection with the acquisition by Premier Royalty of certain
royalties. In addition to stipulated cash payback provisions, Premier Gold will
be granted a one-time right in its sole discretion to convert all or a portion
of the bridge loan into units of Bridgeport, each such unit consisting of one
common share of Bridgeport and 0.375 of a Bridgeport Warrant. In addition,
Premier Gold will receive 616,400 Bridgeport Warrants, and convertible securities of Premier Royalty granted to certain vendors of royalty
interests will convert into common shares or warrants of Bridgeport in
connection with the Transaction.

Premier Gold shall have the right to rename Bridgeport and set
its new management team upon completion of the Transaction. Bridgeport shall be
entitled to two seats on the resulting Board of Directors.

On July 10, 2012, Premier Gold announced the closing of a
private placement (the Financing) by its wholly-owned subsidiary, Premier
Royalty, of an aggregate $11,500,000.00 principal amount of convertible
debentures of Premier Royalty, which accrue interest at a rate of 8% per annum.
The convertible debentures mature on May 31, 2013 unless, among other things,
they are automatically converted as a result of the occurrence of a going public
transaction by Premier Royalty, including the closing of the Transaction. If the
Transaction is completed, the convertible debentures will convert into
Bridgeport units. Each unit will consist of one common share of Bridgeport and
0.375 of a Bridgeport warrant, which warrants will have the same terms as the
Bridgeport Warrants discussed above. The proceeds will be used for royalty
acquisitions and working capital.

In addition, in connection with the Transaction, the common
shares of Bridgeport will be consolidated on such basis as is determined at the
time of the definitive agreement. The dollar figures and amounts referenced
above do not give effect to the consolidation. The options and existing warrants
of Bridgeport will also be adjusted to reflect the consolidation of Bridgeport
shares and the distribution of Bridgeport Warrants.

The Transaction is subject to, among other things, the
negotiation and execution of a Definitive Agreement, approval of the board of
directors of each of Premier Gold and Bridgeport, approval of Bridgeports
shareholders, regulatory approvals, including approval of the TSX, completion of due diligence and the entering
into of support and lock-up agreements by Bridgeports directors and officers.
Premier Gold and Bridgeport have agreed to deal exclusively with each other
until July 31, 2012. It is anticipated that the Definitive Agreement will be
executed in the near future. Further details will be announced upon the
entering into of the Definitive Agreement. CIBC World Markets Inc. is acting as
financial advisor to Premier Gold and Premier Royalty in connection with the
Transaction and PowerOne Capital Markets Limited is acting as financial advisor
to Bridgeport in connection with the Transaction.

(ii) Subsequent to April 30, 2012, the Corporation made
termination payments in the amount of $253,333 pursuant to certain management
and consulting contracts. Effective June 1, 2012, the Chief Executive Officer
will commit a minimum 50% of her time towards her duties.

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 an 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  | Low  
|-------------- | ----- | -----
|April 30, 2012 | $0.65 | $0.28
|April 30, 2011 | $2.15 | $0.55
|April 30, 2010 | $2.75 | $0.20

106

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|Quarter Ended    | High  | Low   
|---------------- | ----- | ------
|April 30, 2012   | $0.55 | $0.295
|January 31, 2011 | $0.65 | $0.29 
|October 31, 2011 | $0.49 | $0.28 
|July 31, 2011    | $0.65 | $0.40 
|April 30, 2011   | $0.91 | $0.55 
|January 31, 2011 | $1.18 | $0.76 
|October 31, 2010 | $1.14 | $0.91 
|July 31, 2010    | $2.15 | $1.10 

|Month         | High   | Low   
|------------- | ------ | ------
|June 2012     | $0.43  | $0.30 
|May 2012      | $0.335 | $0.25 
|April 2012    | $0.335 | $0.295
|March 2012    | $0.38  | $0.31 
|February 2012 | $0.55  | $0.35 
|January 2012  | $0.65  | $0.32 

(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.

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.

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10.B. Memorandum and articles of association

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

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

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

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

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

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

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

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

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

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

108

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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;                                                                                             

109

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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;           
|        |                                                                                                                                                                                                                                                
|(xxiv)  | Letter Agreement related to the Ashby Gold property dated
      July 19, 2011 between the Corporation and Orsa Ventures Corp.;                                                                                                                 
|        |                                                                                                                                                                                                                                                
|(xxv)   | Amending Letter Agreement related to the McCart Property
      dated August 17, 2011 between the Corporation and Gondwana Gold;
  and                                                                                                          
|        |                                                                                                                                                                                                                                                
|(xxvi)  | Employment Arrangement dated May 17, 2012 between the
      Corporation and Shastri Ramnath.                                                                                                                                                   

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.

110

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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.

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 2012 was any amount in excess of $330 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.

111

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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 Shareholder). Generally
the common shares will be considered to be capital property to a US Shareholder
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.

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 United
States) 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
Shareholder is advised to obtain tax and legal advice applicable to such US
Shareholder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
Shareholder to 15% of the gross amount of the dividend. If the US Shareholder 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 Shareholder, and to remit the tax to the Receiver General of
Canada for the account of the US Shareholder.

Disposition of Common Shares

A US Shareholder 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 Shareholder and relief is not available under the Treaty. Generally,
the common shares will not be taxable Canadian property to a US Shareholder 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
Shareholder, persons with whom the US Shareholder did not deal at arms length,
or the US Shareholder 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).

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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 U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED; (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.

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 . This summary is based on the u.s. 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 Treaty (as defined above under Canadian Federal
Income Tax Considerations), 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 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,
U.S. Holders that own, or are deemed to own, 10% or more of the Corporations
voting stock, 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.

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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
Passive Foreign Investment Company Rules, 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.

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 various requirements are met including
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 Treaty or, if not, the Corporations shares are
readily tradable on an established securities market in the U.S. While the U.S.
Treasury Department has determined that the Treaty meets these requirements, we
cannot provide any assurance as to whether the Corporation is eligible for the
benefits of the Treaty. In addition, 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.

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
Passive Foreign Investment Company Rules, 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 losses is subject to limitations.

114

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Passive Foreign Investment Company Rules

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 passive foreign investment company (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). 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 may be a PFIC currently and in future tax
years, and may have been a PFIC for prior tax 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
regarding the Corporations PFIC status for the current taxable year, for any
past taxable years, or for any future taxable years.

A U.S. Holder will be required to file IRS Form 8621 if it
holds the Corporations common shares in any year in which it is classified as a
PFIC. In addition, 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
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 cons0equences 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.

115

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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.

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 the Corporations common
shares 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). Prior to
filing their annual income tax returns, U.S. Holders should consult their tax
advisors regarding this reporting requirement.

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, Suite 1000, Toronto, Ontario M5C 2C5.

116

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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.

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, because various reports were not timely filed or furnished
to the Commission, as of the end of the period covered by this Annual Report,
the Corporations disclosure controls and procedures were not 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. As a result, management is instituting procedures to ensure
the reports the Corporation is required to furnish or file in the U.S. in the
future are timely furnished or filed simultaneously with reports that the
Corporation files in Canada.

117

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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 IFRS.

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, 2012. 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, 2012, 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.

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, 2012.

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,
2012 and 2011. 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 year
|----------------------- | ---------------------- |  | ----------------------
|Fees and
      Services | ended April 30, 2012   |  | ended April 30, 2011  
|Audit fees              | $90,000                |  | $142,500              
|Audit Related fees      | $Nil                   |  | $Nil                  
|Tax Fees                | $4,000                 |  | $4,000                
|All Other Fees          | $Nil                   |  | $Nil                  

118

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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. Of the total aggregate fees paid by the Corporation to its
accountants during the fiscal year ended April 30, 2012, 4.6% of the aggregate
fees, were approved by the Audit Committee pursuant to the de minimisexception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation
S-X.

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

Not applicable.

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

Not applicable.

ITEM 16F. CHANGE IN REGISTRANTs CERTIFYING
ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

ITEM 16H. MINE SAFETY DISCLOSURE

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.

119

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PART III

ITEM 17. FINANCIAL STATEMENTS



|                                 
|---------------------------------
|BRIDGEPORT VENTURES INC.         
|CONSOLIDATED FINANCIAL STATEMENTS
|FOR THE YEARS ENDED              
|APRIL 30, 2012 AND 2011          
|(EXPRESSED IN CANADIAN DOLLARS)  
|                                 



120

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Management's Responsibility forConsolidated Financial Statements

The accompanying audited annual consolidated financial
statements of Bridgeport Ventures Inc. (the "Company") are the responsibility of
management and the Board of Directors.

The audited annual consolidated financial statements have been
prepared by management, on behalf of the Board of Directors, in accordance with
the accounting policies disclosed in the notes to the audited annual
consolidated financial statements. Where necessary, management has made informed
judgments and estimates in accounting for transactions which were not complete
at the statement of financial position date. In the opinion of management, the
audited annual consolidated financial statements have been prepared within
acceptable limits of materiality and are in compliance with all applicable
International Financial Reporting Standards.

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

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

|(signed) "Shastri Ramnath"            | (signed) "Carmelo Marrelli"
|------------------------------------- | ---------------------------
|Shastri Ramnath                       | Carmelo Marrelli           
|President and Chief Executive Officer | Chief Financial Officer    
|                                      |                            
|Toronto, Canada                       |                            
|July 18, 2012                         |                            
|                                      |                            

121

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REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

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 statements of financial position as at April 30, 2012,
April 30, 2011 and May 1, 2010, and the consolidated statements of loss and
comprehensive loss, consolidated statements of cash flows, and consolidated
statements of changes in equity for the years ended April 30, 2012 and 2011, and
a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial
Statements

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards as issued by the International
Accounting Standards Board and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error.

Auditors Responsibility

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

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

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

Opinion

In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of Bridgeport Ventures
Inc. and its subsidiaries as at April 30, 2012, April 30, 2011 and May 1, 2010,
and their financial performance and cash flows for the years ended April 30,
2012 and April 30, 2011 in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board.

McGOVERN, HURLEY, CUNNINGHAM, LLP

/s/ McGOVERN, HURLEY, CUNNINGHAM, LLP

Chartered Accountants
Licensed Public Accountants

TORONTO, CanadaJuly 18, 2012



122

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|Bridgeport Ventures Inc.                     
|---------------------------------------------
|Consolidated Statements of Financial Position
|(Expressed in
      Canadian dollars)        

|                                                                                        |   |             |   |   |            |   |   |            |  
|--------------------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | -
|                                                                                        |   | As at       |   |   | As at      |   |   | As at      |  
|                                                                                        |   | April 30,   |   |   | April 30,  |   |   | May 1,     |  
|                                                                                        |   | 2012        |   |   | 2011       |   |   | 2010       |  
|                                                                                        |   |             |   |   | (note 21)  |   |   | (note 21)  |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|ASSETS                                                                                  |   |             |   |   |            |   |   |            |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|Current assets                                                                          |   |             |   |   |            |   |   |            |  
|Cash and cash equivalents (note
      7)                                                | $ | 17,810,583  |   | $ | 22,870,894 |   | $ | 11,137,382 |  
|Amounts
      receivable and other assets (note 8)                                      |   | 160,455     |   |   | 328,637    |   |   | 130,342    |  
|Available-for-sale investments
      (note 9)                                           |   | 24,250      |   |   | 280,000    |   |   | -          |  
|Total current assets                                                                    |   | 17,995,288  |   |   | 23,479,531 |   |   | 11,267,724 |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|Interest in exploration properties and
      deferred exploration expenditures (note 9) |   | 4,208,534   |   |   | 7,578,011  |   |   | 3,416,271  |  
|Equipment (note 10)                                                                     |   | 17,055      |   |   | 42,902     |   |   | 26,007     |  
|Total assets                                                                            | $ | 22,220,877  |   | $ | 31,100,444 |   |   | 14,710,002 |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|EQUITY AND LIABILITIES                                                                  |   |             |   |   |            |   |   |            |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|Current liabilities                                                                     |   |             |   |   |            |   |   |            |  
|Amounts payable and other
      liabilities (notes 11 and 17)                           | $ | 97,233      |   | $ | 1,046,868  |   | $ | 325,079    |  
|                                                                                        |   |             |   |   |            |   |   |            |  
|Equity                                                                                  |   |             |   |   |            |   |   |            |  
|Share capital (note 12)                                                                 |   | 31,364,501  |   |   | 31,364,501 |   |   | 11,798,967 |  
|Reserves                                                                                |   | 8,089,028   |   |   | 7,999,728  |   |   | 4,697,259  |  
|Accumulated other
      comprehensive (loss) income                                     |   | (3,875      | ) |   | 175,000    |   |   | -          |  
|Accumulated deficit                                                                     |   | (17,326,010 | ) |   | (9,485,653 | ) |   | (2,111,303 | )
|Total equity                                                                            |   | 22,123,644  |   |   | 30,053,576 |   |   | 14,384,923 |  
|Total equity and liabilities                                                            | $ | 22,220,877  |   | $ | 31,100,444 |   |   | 14,710,002 |  

The accompanying notes to the consolidated financial statements
are an integral part of these statements.

Nature of operations and going concern (note 1)
Contingencies and commitments (notes 9 and 20)

Approved on behalf of the Board:

(Signed) "Hugh Snyder",
Director

(Signed) "Graham Clow",
Director

123

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|Bridgeport Ventures Inc.                              
|------------------------------------------------------
|Consolidated Statements of Loss and Comprehensive Loss
|(Expressed in
      Canadian dollars)                 

|                                                                                                                   |   |            |   |   |            |  
|------------------------------------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                                                                                   |   | 2012       |   |   | 2011       |  
|For the year
      ended April 30,                                                                                 |   |            |   |   | (note 21)  |  
|                                                                                                                   |   |            |   |   |            |  
|Operating expenses                                                                                                 |   |            |   |   |            |  
|General and administrative (note
      16)                                                                         | $ | 2,382,791  |   | $ | 3,307,037  |  
|Total general and administrative expenses                                                                          |   | (2,382,791 | ) |   | (3,307,037 | )
|Interest income                                                                                                    |   | 257,151    |   |   | 153,566    |  
|Gain on sale of
      available-for-sale investment (note 9(a))                                                    |   | 111,182    |   |   | -          |  
|Foreign exchange gain (loss)                                                                                       |   | 18,471     |   |   | (6,998     | )
|Write-off of
      exploration property interests (note 9)                                                         |   | (5,171,214 | ) |   | -          |  
|Net loss before tax                                                                                                |   | (7,167,201 | ) |   | (3,160,469 | )
|Deferred income
      tax (expense) recovery                                                                       |   | (25,000    | ) |   | 25,000     |  
|Net loss from continuing operations                                                                                |   | (7,192,201 | ) |   | (3,135,469 | )
|Net loss from discontinued operation(note 6)                                                                       |   | (1,194,061 | ) |   | (4,238,881 | )
|Net loss for the year                                                                                              |   | (8,386,262 | ) |   | (7,374,350 | )
|                                                                                                                   |   |            |   |   |            |  
|Net loss from continuing operations                                                                                |   | (7,192,201 | ) |   | (3,135,469 | )
|Reclassification
      of net realized (loss) on available-for-sale investment,net of tax                          |   | (175,000   | ) |   | -          |  
|Unrealized (loss)
      gain on available-for-sale investment, net of tax of $nil (2011-$25,000)
      (note 9(a)) |   | (3,875     | ) |   | 175,000    |  
|Net loss and comprehensive loss for the
      year from continuing operations                                      |   | (7,371,076 | ) |   | (2,960,469 | )
|Net loss and comprehensive loss for the year from discontinued operation(note 6)                                   |   | (1,194,061 | ) |   | (4,238,881 | )
|Net loss and comprehensive loss for the
      year                                                                 | $ | (8,565,137 | ) | $ | (7,199,350 | )
|Basic and diluted net loss per share - continuing
      operations(note 13)                                        | $ | (0.14      | ) | $ | (0.09      | )
|Basic and diluted net loss per share -
      discontinued operation(note 13)                                       | $ | (0.02      | ) | $ | (0.12      | )
|Basic and diluted net loss per share - total(note
      13)                                                        | $ | (0.17      | ) | $ | (0.20      | )
|Weighted average number of common shares outstanding-basic and diluted                                             |   | 50,579,600 |   |   | 36,402,004 |  

The accompanying notes to the consolidated financial statements
are an integral part of these statements.

124

---

|Bridgeport Ventures Inc.             
|-------------------------------------
|Consolidated Statements of Cash Flows
|(Expressed in
      Canadian dollars)

|                                                                           |   |            |   |   |            |  
|-------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                           |   | 2012       |   |   | 2011       |  
|For the year
      ended April 30,                                         |   |            |   |   | (note 21)  |  
|                                                                           |   |            |   |   |            |  
|Operating activities                                                       |   |            |   |   |            |  
|Net loss for the year from continuing operations                           | $ | (7,192,201 | ) | $ | (3,135,469 | )
|Adjustments for:                                                           |   |            |   |   |            |  
|Amortization                                                               |   | 6,241      |   |   | 3,606      |  
|Share-based
      payments                                                 |   | 635,205    |   |   | 1,352,186  |  
|Gain on sale of investment                                                 |   | (111,182   | ) |   | -          |  
|Deferred income
      tax expense (recovery)                               |   | 25,000     |   |   | (25,000    | )
|Write-off of exploration
      property interests                          |   | 5,171,214  |   |   | -          |  
|Non-cash working capital items:                                            |   |            |   |   |            |  
|Amounts receivable and other
      assets                                  |   | (60,961    | ) |   | (215,935   | )
|Amounts payable
      and other liabilities                                |   | (147,421   | ) |   | (50,356    | )
|Cash flows from discontinued operation (note 6)                            |   | 16,882     |   |   | (65,051    | )
|Net cash used in operating activities                                      |   | (1,657,223 | ) |   | (2,136,019 | )
|                                                                           |   |            |   |   |            |  
|Investing activities                                                       |   |            |   |   |            |  
|Expenditure on exploration properties                                      |   | (3,147,106 | ) |   | (1,034,826 | )
|Proceeds from sale of investment                                           |   | 191,182    |   |   | -          |  
|Option payment received                                                    |   | -          |   |   | 20,000     |  
|Additions to equipment                                                     |   | -          |   |   | (21,747    | )
|Cash flows from discontinued operation (note 6)                            |   | (447,164   | ) |   | (1,434,713 | )
|Net cash used in investing activities                                      |   | (3,403,088 | ) |   | (2,471,286 | )
|                                                                           |   |            |   |   |            |  
|Financing activities                                                       |   |            |   |   |            |  
|Issue of securities                                                        |   | -          |   |   | 17,702,600 |  
|Share issue costs                                                          |   | -          |   |   | (1,361,783 | )
|Net cash provided by financing activities                                  |   | -          |   |   | 16,340,817 |  
|                                                                           |   |            |   |   |            |  
|Net change in cash and cash equivalents                                    |   | (5,060,311 | ) |   | 11,733,512 |  
|Cash and cash equivalents, beginning of
      year                         |   | 22,870,894 |   |   | 11,137,382 |  
|Cash and cash equivalents, end of year                                     | $ | 17,810,583 |   | $ | 22,870,894 |  
|Common shares issued pursuant to
      acquisition of Nevada properties    |   | -          |   |   | 5,175,000  |  
|Warrants issued as share issuance costs                                    |   | -          |   |   | 380,428    |  
|Value of warrants exercised                                                |   | -          |   |   | 100,144    |  
|Value of warrants expired                                                  |   | -          |   |   | 25,772     |  
|Value of stock options expired                                             |   | 545,905    |   |   | -          |  
|Change in accrued exploration property expenditures                        |   | (783,278   | ) |   | 753,208    |  
|Common shares received for interest in
      exploration property (note 9) |   | 28,125     |   |   | 80,000     |  

The accompanying notes to the consolidated financial statements
are an integral part of these statements.

125

---

|Bridgeport Ventures Inc.                    
|--------------------------------------------
|Consolidated Statements of Changes in Equity
|(Expressed in
      Canadian dollars)       

Equity attributable to shareholdersReservesAccumulatedShare
    
    
    
    
    
    Share-based
    
    
    other
    
    
    Accumulatedcapital
    
    
    Warrants
    
    
    payments
    
    
    **comprehensive income**
    
    
    **deficit**
    
    
    TotalBalance, May 1, 2010
    $
    11,798,967
    
    $
    3,679,500
    
    $
    1,017,759
    
    $
    -
    
    $
    (2,111,303
    )
    $
    14,384,923Public offering, net of costs
    
    13,885,090
    
    
    2,003,127
    
    
    -
    
    
    -
    
    
    -
    
    
    15,888,217Exercise of
      warrants
    
    452,600
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    452,600Value of warrants exercised
    
    100,144
    
    
    (100,144
    )
    
    -
    
    
    -
    
    
    -
    
    
    -Warrants expired
    
    -
    
    
    (25,772
    )
    
    25,772
    
    
    -
    
    
    -
    
    
    -Acquisition of exploration
      properties
    
    5,175,000
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    5,175,000Step-up warrants
      issued
    
    (47,300
    )
    
    47,300
    
    
    -
    
    
    -
    
    
    -
    
    
    -Share-based paymentsOfficers and directors
    
    -
    
    
    -
    
    
    1,032,500
    
    
    -
    
    
    -
    
    
    1,032,500Employee
    
    -
    
    
    -
    
    
    30,081
    
    
    -
    
    
    -
    
    
    30,081Consultants
    
    -
    
    
    -
    
    
    289,605
    
    
    -
    
    
    -
    
    
    289,605Unrealized gain on available-for-sale securities, net of tax
    
    -
    
    
    -
    
    
    -
    
    
    175,000
    
    
    -
    
    
    175,000Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (7,374,350
    )
    
    (7,374,350
    )Balance, April 30, 2011
    $
    31,364,501
    
    $
    5,604,011
    
    $
    2,395,717
    
    $
    175,000
    
    $
    (9,485,653
    )
    $
    30,053,576


The accompanying notes to the consolidated financial statements
are an integral part of these statements.

126

---

|Bridgeport Ventures Inc.                                
|--------------------------------------------------------
|Consolidated Statements of Changes in Equity (continued)
|(Expressed in
      Canadian dollars)                   

Equity attributable to shareholdersReservesAccumulatedShare
    
    
    
    
    
    Share-based
    
    
    **other comprehensive**
    
    
    **Accumulated**capital
    
    
    Warrants
    
    
    payments
    
    
    income (loss)
    
    
    deficit
    
    
    TotalBalance, April 30, 2011
    $
    31,364,501
    
    $
    5,604,011
    
    $
    2,395,717
    
    $
    175,000
    
    $
    (9,485,653
    )
    $
    30,053,576Share-based paymentsOfficers and directors
    
    -
    
    
    -
    
    
    659,254
    
    
    -
    
    
    -
    
    
    659,254Employee
    
    -
    
    
    -
    
    
    57,032
    
    
    -
    
    
    -
    
    
    57,032Consultants
    
    -
    
    
    -
    
    
    (81,081
    )
    
    -
    
    
    -
    
    
    (81,081
    )Stock options expired
    
    -
    
    
    -
    
    
    (545,905
    )
    
    -
    
    
    545,905
    
    
    -Loss on
      available-for-sale securities
    
    -
    
    
    -
    
    
    -
    
    
    (178,875
    )
    
    -
    
    
    (178,875
    )Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (8,386,262
    )
    
    (8,386,262
    )Balance, April 30, 2012
    $
    31,364,501
    
    $
    5,604,011
    
    $
    2,485,017
    
    $
    (3,875
    )
    $
    (17,326,010
    )
    $
    22,123,644


The accompanying notes to the consolidated financial statements
are an integral part of these statements.

127

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

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

Bridgeport Ventures Inc. (the Company or "Bridgeport") was
incorporated under the laws of the Province of Ontario, Canada by Articles of
Incorporation dated May 10, 2007. The Company is engaged in the acquisition,
exploration and development of properties for the mining of precious and base
metals. Bridgeport has operations in 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 primary office of the Company is located at 36 Toronto St. Suite
1000, Toronto, Ontario, M5C 2C5.

The consolidated financial statements of the Company were
reviewed by the Audit Committee and approved and authorized for issue by the
Board of Directors on July 18, 2012.

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
exploration 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.

These consolidated financial statements have been prepared on
the basis of accounting principles applicable to a going concern, which assume
that the Company will continue in operation for the foreseeable future and will
be able to realize its assets and discharge its liabilities in the normal course
of operations as they come due. The Company has incurred losses in the current
and prior periods, with a net loss of $8,386,262 for the year ended April 30,
2012 and has an accumulated deficit of $17,326,010 to April 30, 2012 (April 30,
2011 - $9,485,653 and May 1, 2010 - $2,111,303). As at April 30, 2012, the
Company had cash and cash equivalents of $17,810,583 and working capital of
$17,898,055. 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.

These consolidated financial statements do not reflect the
adjustments to the carrying values of assets and liabilities and the reported
expenses and consolidated statement of financial position classifications that
would be necessary if the Company were unable to realize its assets and settle
its liabilities as a going concern in the normal course of operations. Such
adjustments could be material.

128

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                                                
|--- | -----------------------------------------------------------------------------------------------
|2.  | Significant accounting policies                                                                
|    |                                                                                                
|(a) | Basis of preparation and adoption of
      International Financial Reporting Standards ("IFRS")

The Company prepares its financial statements in accordance
with Canadian generally accepted accounting principles ("GAAP") as set out in
the Handbook of the Canadian Institute of Chartered Accountants (CICA
Handbook). In 2010, the CICA Handbook was revised to incorporate IFRS, and
require publicly accountable enterprises to apply such standards effective for
years beginning on or after January 1, 2011. Accordingly, the Company has
commenced reporting on this basis with an adoption date of May 1, 2011 and a
transition date of May 1, 2010. In the financial statements, the term Canadian
GAAP refers to GAAP before the adoption of IFRS.

These are the Companys first annual consolidated financial
statements for the year ended April 30, 2012 to be presented in accordance with
IFRS as issued by the International Accounting Standards Board ("IASB")
effective for the year ended April 30, 2012. IFRS 1 First-Time Adoption of IFRS
("IFRS 1") has been applied and the impact of the transition from Canadian GAAP
to IFRS is explained in note 21.

The accounting policies set out below have been applied
consistently to all periods presented, including the opening consolidated
statement of financial position at May 1, 2010 (note 21) for purposes of
transition to IFRS.

|(b) | Basis of consolidation
|--- | ----------------------

The consolidated financial statements incorporate the financial
statements of Bridgeport Ventures Inc. and its subsidiaries. All intercompany
transactions, balances, income and expenses are eliminated upon
consolidation.

Subsidiaries are those entities which Bridgeport Ventures Inc.
controls by having the power to govern the financial and operating policies. The
existence and effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether Bridgeport Ventures Inc.
controls another entity. Subsidiaries are fully consolidated from the date on
which control is obtained by Bridgeport and are de-consolidated from the date
that control ceases.

The following entities have been consolidated within the
consolidated financial statements:

|                               | Country of incorporation | Principal activity 
|------------------------------ | ------------------------ | -------------------
|                               |                          |                    
|Bridgeport Ventures
      Inc. | Canada                   | Parent company     
|Bridgeport Gold Inc.(1)        | United States of America | Exploration company
|Rio Condor Resources S.A.(2)   | Chile                    | Exploration company

(1) 100% owned by Bridgeport (2)
During the year ended April 30, 2012, the Company disposed of its 100% interest
in Rio Condor Resources S.A. (see note 6)

|(c) | Foreign currency
translation
|--- | ----------------------------

The functional currency, as determined by management, of
Bridgeport and its subsidiaries (on comparative basis) is the Canadian dollar.
For the purpose of the consolidated financial statements, the results and
financial position are expressed in Canadian dollars.

Transactions in currencies other than the functional currency
are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at the period end
exchange rates are recognised in the consolidated statement of loss and
comprehensive loss. Non monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.

129

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                  
|--- | -------------------------------------------------
|2.  | Significant accounting policies
      (continued)
|    |                                                  
|(d) | Financial instruments                            

The Companys financial instruments consist of the following:

|Financial assets:                     | Classification:                             
|------------------------------------- | --------------------------------------------
|Cash                                  | Loans and receivables                       
|Cash equivalents                      | FVTPL ("Fair value through profit and loss")
|Available-for-sale investments        | Available for sale                          
|Amounts receivable                    | Loans and receivables                       
|                                      |                                             
|Financial liabilities:                | Classification:                             
|Amounts payable and other liabilities | Other financial liabilities                 

FVTPL:

Financial assets and liabilities classified as FVTPL include
financial assets and liabilities held for trading and financial assets and
liabilities designated upon initial recognition as FVTPL. Fair value changes on
financial assets and liabilities classified as FVTPL are recognized through the
consolidated statement of comprehensive loss.

Loans and receivables:

Loans and receivables are financial assets with fixed or
determinable payments that are not quoted in an active market. Such assets are
initially recognized at fair value plus any directly attributable transaction
costs. Subsequent to initial recognition, loans and receivables are measured at
amortized cost using the effective interest method, less any impairment losses.

Available for sale:

Available-for-sale investments are non-derivative financial
assets that are either designated in this category or not classed in any other
categories. Available-for-sale investments are carried at fair value at initial
recognition. Changes to the fair value of available-for-sale investments are
recognized in other comprehensive income. When available-for-sale investments
are sold or impaired, the accumulated fair value adjustments recognized in
accumulated other comprehensive income are included in the statement of loss as
"gains and losses from available-for-sale investments".

Other financial liabilities:

Other financial liabilities are recognized initially at fair
value net of any directly attributable transaction costs. Subsequent to initial
recognition, these financial liabilities are measured at amortized cost using
the effective interest method. The effective interest method is a method of
calculating the amortized cost of a financial liability and of allocating
interest and any transaction costs over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability or (where appropriate) to
the net carrying amount on initial recognition.

Other financial liabilities are de-recognized when the
obligations are discharged, cancelled or expired.

Impairment of financial assets:

Financial assets are assessed for indicators of impairment at
the end of each reporting period. Financial assets are impaired when there is
objective evidence that, as a result of one or more events that occurred after
the initial recognition of the financial assets, the estimated future cash flows
of the financial assets have been negatively impacted.

130

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                  
|--- | -------------------------------------------------
|2.  | Significant accounting policies
      (continued)
|    |                                                  
|(d) | Financial instruments (continued)                

Financial instruments recorded at fair value:

Financial instruments recorded at fair value on the
consolidated statements of financial position are classified using a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following levels:

- Level 1 - valuation based on quoted prices (unadjusted) in active markets
  for identical assets or liabilities;
- Level 2 - valuation techniques based on inputs other than quoted prices
  included in Level 1 that are observable for the asset or liability, either
  directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 - valuation techniques using inputs for the asset or liability
  that are not based on observable market data (unobservable inputs).

Available-for-sale investments and cash equivalents are
classified as Level 1 and Level 2 financial instruments respectively.

The carrying amount of financial assets is reduced by any
impairment loss directly for all financial assets with the exception of amounts
receivable, where the carrying amount is reduced through the use of an allowance
account. When an amount receivable is considered uncollectible, it is written
off against the allowance account. Subsequent recoveries of amounts previously
written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in profit or loss.

As of April 30, 2012, April 30, 2011 and May 1, 2010, other
than the available-for-sale investment and cash equivalents, none of the
Companys financial instruments are recorded at fair value on the consolidated
statement of financial position based on their classification.

|(e) | Impairment of non-financial
  assets
|--- | ------------------------------------

At the end of each reporting period, the Company reviews the
carrying amounts of its non-financial assets with finite lives to determine
whether there is any indication that those assets are impaired. Where such an
indication exists, the recoverable amount of the asset is estimated. For the
purpose of measuring recoverable amounts, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating
units or CGUs which includes building and equipment in the exploration and
evaluation property). The recoverable amount is the higher of an assets fair
value less costs to sell and value in use (being the present value of the
expected future cash flows of the relevant CGU). An impairment loss is
recognized for the amount by which the assets carrying amount exceeds its
recoverable amount. The Company evaluates impairment losses for potential
reversals when events or circumstances warrant such consideration.

|(f) | Exploration and evaluation
  expenditures
|--- | -----------------------------------------

The Company is in the exploration stage with respect to its
investment in exploration properties and accordingly follows the practice of
capitalizing all costs relating to the acquisition of, exploration for and
development of its interest in properties. Such costs include, but are not
exclusive to, geological, geophysical studies, exploratory drilling and
sampling. The costs incurred pre-acquisition of right to explore are expensed.
The aggregate costs related to abandoned exploration properties are charged to
operations at the time of any abandonment or when it has been determined that
there is evidence of a permanent impairment. An impairment charge relating to an
exploration property is subsequently reversed when new exploration results or
actual or potential proceeds on sale or farmout of the property result in a
revised estimate of the recoverable amount but only to the extent that this does
not exceed the original carrying value of the property that would have resulted
if no impairment had been recognized.

131

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                          
|--- | ---------------------------------------------------------
|2.  | Significant accounting policies
      (continued)        
|    |                                                          
|(f) | Exploration and evaluation expenditures
      (continued)

The recoverability of amounts shown for interest in exploration
properties is dependent upon the discovery of economically recoverable reserves,
the ability of the Company to obtain financing to complete development of the
properties, and on future production or proceeds of disposition.

The carrying value is reduced by option proceeds received until
such time as the property cost and deferred expenditures are reduced to nominal
amounts. The Company recognizes in income costs recovered on exploration
properties when amounts received or receivable are in excess of the carrying
amount.

All capitalized exploration and evaluation expenditures are
monitored for indications of impairment. Where a potential impairment is
indicated, assessments are performed for each area of interest. To the extent
that exploration expenditure is not expected to be recovered, it is charged to
the statement of loss. Exploration areas where reserves have been discovered,
but require major capital expenditure before production can begin, are
continually evaluated to ensure that commercial quantities of reserves exist or
to ensure that additional exploration work is underway as planned.

|(g) | Cash and cash equivalents
|--- | -------------------------

Cash and cash equivalents in the statements of financial
position comprise cash at banks, and guaranteed investment certificates with an
original maturity of three months or less, and which are readily convertible
into a known amount of cash. The Companys cash and cash equivalents are
invested with major financial institutions in business accounts and guaranteed
investment certificates that are available on demand by the Company for its
programs. The Company does not invest in any asset-backed deposits/investments.

|(h) | Equipment
|--- | ---------

Equipment is carried at cost, less accumulated amortization and
accumulated impairment losses.

The cost of an item of equipment consists of the purchase
price, any costs directly attributable to bringing the asset to the location and
condition necessary for its intended use and an initial estimate of the costs of
dismantling and removing the item and restoring the site on which it is located.

Amortization is recognized based on the cost of an item of
equipment, less its estimated residual value, over its estimated useful life at
the following rates:

|Detail                  | Percentage | Method           
|----------------------- | ---------- | -----------------
|Computer equipment      | 30%        | Declining balance
|Software                | 20%        | Declining balance
|Office equipment        | 20%        | Declining balance
|Structures              | 20%        | Declining balance
|Machinery and equipment | 30%        | Declining balance

An asset's residual value, useful life and depreciation method
are reviewed, and adjusted if appropriate, on an annual basis.

132

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                  
|--- | -------------------------------------------------
|2.  | Significant accounting policies
      (continued)
|    |                                                  
|(i) | Provisions                                       

A provision is recognized when the Company has a present legal
or constructive obligation as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligation, and the
amount of the obligation can be reliably estimated. If the effect is material,
provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the
expected benefits to be derived by the Company from a contract are lower than
the unavoidable cost of meeting its obligations under the contract.

The Company had no material provisions at April 30, 2012, April
30, 2011 and May 1, 2010.

|(j) | Share based payment
transactions
|--- | --------------------------------

The fair value of stock options granted to employees and
non-employees is recognized as an expense over the vesting period using the
graded vesting method with a corresponding increase in equity. An individual is
classified as an employee when the individual is an employee for legal or tax
purposes (direct employee) or provides services similar to those performed by a
direct employee, including directors of the Company.

The fair value is measured at the grant date and recognized
over the period during which the options vest. The fair value of the options
granted is measured using the Black-Scholes option-pricing model, taking into
account the terms and conditions upon which the options were granted. At each
financial position reporting date, the amount recognized as an expense is
adjusted to reflect the actual number of stock options that are expected to vest
based on an estimate of the forfeiture rate. Unexercised expired stock options
and warrants are transferred to deficit.

|(k) | Income taxes
|--- | ------------

Income tax on the profit or loss for the periods presented
comprises current and deferred tax. Income tax is recognized in statement of
loss and comprehensive loss except to the extent that it relates to items
recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable
income for the year, using tax rates enacted or substantively enacted at period
end, adjusted for amendments to tax payable with regards to previous years.

In general, deferred tax is recognized in respect of temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements unless such differences arise from
goodwill or the initial recognition (other than in a business combination) of
other assets or liabilities in a transaction that affects neither the taxable
profit nor the accounting profit or loss. Deferred income tax is determined on a
non-discounted basis using tax rates and laws that have been enacted or
substantively enacted at the statement of financial position date and are
expected to apply when the deferred tax asset or liability is settled. Deferred
tax assets are recognized to the extent that it is probable that the assets can
be recovered.

Deferred income tax is provided on temporary differences
arising on investments in subsidiaries and associates, except, in the case of
subsidiaries, where the timing of the reversal of the temporary difference is
controlled by the Company and it is probable that the temporary difference will
not reverse in the foreseeable future.

Deferred income tax assets and liabilities are presented as
non-current. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.

133

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                
|--- | ---------------------------------------------------------------
|2.  | Significant accounting policies
      (continued)              
|    |                                                                
|(l) | Restoration, rehabilitation and
      environmental obligations

A legal or constructive obligation to incur restoration,
rehabilitation and environmental costs may arise when environmental disturbance
is caused by the exploration, development or ongoing production of a mineral
property interest. Such costs are discounted to their net present value using a
risk-free rate and are provided for and capitalized at the start of each project
to the carrying amount of the asset, as soon as the obligation to incur such
costs arises. Discount rates using a pretax rate that reflects the time value of
money are used to calculate the net present value. These costs are charged
against profit or loss over the economic life of the related asset, through
amortization using either a unit-of-production or the straight-line method as
appropriate. The related liability is adjusted for each period for the unwinding
of the discount rate and for changes to the current market-based discount rate,
amount or timing of the underlying cash flows needed to settle the obligation.
Costs for restoration of subsequent site damage that is created on an ongoing
basis during production are provided for at their net present values and charged
against profits as extraction progresses.

The Company has no material restoration, rehabilitation and
environmental costs at April 30, 2012, April 30, 2011 and May 1, 2010 as the
disturbance to date is minimal.

|(m) | Loss per share
|--- | --------------

The Company presents basic and diluted loss per share data for
its common shares, calculated by dividing the loss attributable to common
shareholders of the Company by the weighted average number of common shares
outstanding during the period. Diluted loss per share is determined by adjusting
the loss attributable to common shareholders and the weighted average number of
common shares outstanding for the effects of all warrants and options
outstanding that may add to the total number of common shares. The Company's
diluted loss per share for all periods presented does not include the effect of
stock options and warrants as they are anti-dilutive.

|(n) | Significant accounting judgments and
    estimates
|--- | --------------------------------------------------

The preparation of these consolidated financial statements
requires management to make certain estimates, judgments and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of expenses during the reporting
period. Actual outcomes could differ from these estimates. These consolidated
financial statements include estimates that, by their nature, are uncertain. The
impacts of such estimates are pervasive throughout the consolidated financial
statements, and may require accounting adjustments based on future occurrences.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised and future periods if the revision affects both current and
future periods. These estimates are based on historical experience, current and
future economic conditions and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future that management has
made that could result in a material adjustment to the carrying amounts of
assets and liabilities, in the event that actual results differ from assumptions
made, relate to, but are not limited to, the following:

-      Assets' carrying values and
impairment charges In the determination of carrying values and impairment
charges, management looks at the higher of recoverable amount or fair value less
costs to sell in the case of assets and at objective evidence, significant or
prolonged decline of fair value on financial assets indicating impairment. These
determinations and their individual assumptions require that management make a
decision based on the best available information at each reporting period.

134

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                 
|--- | ----------------------------------------------------------------
|2.  | Significant accounting policies
      (continued)               
|    |                                                                 
|(n) | Significant accounting judgments and
      estimates (continued)

-      Capitalization of exploration
and evaluation costs Management has determined that exploration and
evaluation costs incurred during the year have future economic benefits and are
economically recoverable. In making this judgement, management has assessed
various sources of information including but not limited to the geologic and
metallurgic information, history of conversion of mineral deposits to proven and
probable mineral reserves, scoping and feasibility studies, proximity of
operating facilities, operating management expertise and existing permits. See
Note 9 for details of capitalized exploration and evaluation costs.

-      Impairment of exploration
properties and deferred exploration expenditures While assessing whether any
indications of impairment exist for interest in exploration properties and
deferred exploration expenditures, consideration is given to both external and
internal sources of information. Information the Company considers includes
changes in the market, economic and legal environment in which the Company
operates that are not within its control that could affect the recoverable
amount of exploration and evaluation assets. Internal sources of information
include the manner in which exploration and evaluation assets are being used or
are expected to be used and indications of expected economic performance of the
assets. Estimates include but are not limited to estimates of the discounted
future after-tax cash flows expected to be derived from the Company's
exploration properties, costs to sell the properties and the appropriate
discount rate. Reductions in metal price forecasts, increases in estimated
future costs of production, increases in estimated future capital costs,
reductions in the amount of recoverable mineral reserves and mineral resources
and/or adverse current economics can result in a write-down of the carrying
amounts of the Company's exploration properties.

-      Estimation of decommissioning
and restoration costs and the timing of expenditure Management has made the
assumption of no material restoration, rehabilitation and environmental
provisions, based on the facts and circumstances that existed during the periods
presented. Decommissioning, restoration and similar liabilities are estimated
based on the Company's interpretation of current regulatory requirements,
constructive obligations and are measured at fair value. Fair value is
determined based on the net present value of estimated future cash expenditures
for the settlement of decommissioning, restoration or similar liabilities that
may occur upon decommissioning of the mine. Such estimates are subject to change
based on changes in laws and regulations and negotiations with regulatory
authorities.

-      Income taxes and recoverability
of potential deferred tax assets In assessing the probability of realizing
income tax assets recognized, management makes estimates related to expectations
of future taxable income, applicable tax planning opportunities, expected timing
of reversals of existing temporary differences and the likelihood that tax
positions taken will be sustained upon examination by applicable tax
authorities. In making its assessments, management gives additional weight to
positive and negative evidence that can be objectively verified. Estimates of
future taxable income are based on forecasted cash flows from operations and the
application of existing tax laws in each jurisdiction. The Company considers
whether relevant tax planning opportunities are within the Company's control,
are feasible, and are within management's ability to implement. Examination by
applicable tax authorities is supported based on individual facts and
circumstances of the relevant tax position examined in light of all available
evidence. Where applicable tax laws and regulations are either unclear or
subject to ongoing varying interpretations, it is reasonably possible that
changes in these estimates can occur that materially affect the amounts of
income tax assets recognized. Also, future changes in tax laws could limit the
Company from realizing the tax benefits from the deferred tax assets. The
Company reassesses unrecognized income tax assets at each reporting period.

135

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                 
|--- | ----------------------------------------------------------------
|2.  | Significant accounting policies
      (continued)               
|    |                                                                 
|(n) | Significant accounting judgments and
      estimates (continued)

-      Share-based payments
Management determines costs for share-based payments using market-based
valuation techniques. The fair value of the market-based and performance-based
share awards are determined at the date of grant using generally accepted
valuation techniques. Assumptions are made and judgment used in applying
valuation techniques. These assumptions and judgments include estimating the
future volatility of the stock price, expected dividend yield, future employee
turnover rates and future employee stock option exercise behaviors and corporate
performance. Such judgments and assumptions are inherently uncertain. Changes in
these assumptions affect the fair value estimates.

-      Contingencies Refer to Note
20.

|(o) | New accounting standards and
  interpretations
|--- | ----------------------------------------------

Certain pronouncements were issued by the IASB or the IFRIC
("International Financial Reporting Interpretation Committee") that are
mandatory for accounting periods after April 30, 2012 or later periods. Many are
not applicable or do not have a significant impact to the Company and have been
excluded from the table below. The following have not yet been adopted and are
being evaluated to determine their impact on the Company.

(i) IFRS 9  Financial instruments (IFRS 9) was issued by the
IASB in October 2010 and will replace IAS 39 Financial Instruments: Recognition
and Measurement (IAS 39). IFRS 9 uses a single approach to determine whether a
financial asset is measured at amortized cost or fair value, replacing the
multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity
manages its financial instruments in the context of its business model and the
contractual cash flow characteristics of the financial assets. Most of the
requirements in IAS 39 for classification and measurement of financial
liabilities were carried forward unchanged to IFRS 9. The new standard also
requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning
on or after January 1, 2015.

(ii) IFRS 10  Consolidated financial statements (IFRS 10)
was issued by the IASB in May 2011. IFRS 10 is a new standard which identifies
the concept of control as the determining factor in assessing whether an entity
should be included in the consolidated financial statements of the parent
company. Control is comprised of three elements: power over an investee;
exposure to variable returns from an investee; and the ability to use power to
affect the reporting entitys returns. IFRS 10 is effective for annual periods
beginning on or after January 1, 2013. Earlier adoption is permitted.

(iii) IFRS 11  Joint arrangements (IFRS 11) was issued by
the IASB in May 2011. IFRS 11 is a new standard which focuses on classifying
joint arrangements by their rights and obligations rather than their legal form.
Entities are classified into two groups: parties having rights to the assets and
obligations for the liabilities of an arrangement, and rights to the net assets
of an arrangement. Entities in the former case account for assets, liabilities,
revenues and expenses in accordance with the arrangement, whereas entities in
the latter case account for the arrangement using the equity method. IFRS 11 is
effective for annual periods beginning on or after January 1, 2013. Earlier
application is permitted.

(iv) IFRS 12  Disclosure of interests in other entities (IFRS
12) was issued by the IASB in May 2011. IFRS 12 is a new standard which
provides disclosure requirements for entities reporting interests in other
entities, including joint arrangements, special purpose vehicles, and off
balance sheet vehicles. IFRS 12 is effective for annual periods beginning on or
after January 1, 2013. Earlier application is permitted.

136

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                               
|--- | --------------------------------------------------------------
|2.  | Significant accounting policies
      (continued)             
|    |                                                               
|(o) | New accounting standards and interpretations
      (continued)

(v) IFRS 13  Fair value measurement (IFRS 13) was issued by
the IASB in May 2011. IFRS 13 is a new standard which provides a precise
definition of fair value and a single source of fair value measurement
considerations for use across IFRSs. The key points of IFRS 13 are as follows:

- fair value is measured using the price in a principal market for the asset
  or liability, or in the absence of a principal market, the most advantageous
  market;
- financial assets and liabilities with offsetting positions in market risks
  or counterparty credit risks can be measured on the basis of an entitys net
  risk exposure;
- disclosures regarding the fair value hierarchy has been moved from IFRS 7
  to IFRS 13, and further guidance has been added to the determination of
  classes of assets and liabilities;
- a quantitative sensitivity analysis must be provided for financial
  instruments measured at fair value;
- a narrative must be provided discussing the sensitivity of fair value
  measurements categorised under Level 3 of the fair value hierarchy to
  significant unobservable inputs;
- and information must be provided on an entitys valuation processes for
  fair value measurements categorized under Level 3 of the fair value hierarchy.

IFRS 13 is effective for annual periods beginning on or after
January 1, 2013. Earlier application is permitted.

(vi) IAS 1  Presentation of financial statements (IAS 1) was
amended by the IASB in June 2011 in order to align the presentation of items in
other comprehensive income with US GAAP standards. Items in other comprehensive
income will be required to be presented in two categories: items that will be
reclassified into profit or loss and those that will not be reclassified. The
flexibility to present a statement of comprehensive income as one statement or
two separate statements of profit and loss and other comprehensive income
remains unchanged. The amendments to IAS 1 are effective for annual periods
beginning on or after July 1, 2012.

|3. | Capital risk 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 actively 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 on an ongoing
basis. As discussed in Note 1, the Company's ability to continue to carry out
its planned exploration activities is uncertain and dependent upon the continued
financial support of its shareholders and securing additional financing.

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 activities
related to its mineral properties. Relevant information is provided to the Board
of Directors of the Company.

The Company is not subject to any capital requirements imposed
by a lending institution.

137

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                          
|-- | -------------------------
|4. | Financial risk management

The Company's activities expose it to a variety of financial
risks: credit risk, liquidity risk and market risk (including interest rate,
foreign currency risk and commodity and equity price risk). Financial risk
management is carried out by the Company's management team with guidance from
the Audit Committee and Board of Directors. There have been no changes in the
risks, objectives, policies and procedures from the previous period.

(i) 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 and
deposits with service providers. Amounts receivable are in good standing as of
April 30, 2012. Management believes that the credit risk concentration with
respect to the financial instruments included in cash and cash equivalents and
amounts receivable is remote.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not have
sufficient cash resources to meet its financial obligations as they come due.
The Companys liquidity and operating results may be adversely affected if its
access to the capital market is hindered, whether as a result of a downturn in
stock market conditions generally or matters specific to the Company. The
Company generates cash flow primarily from its financing activities. As at April
30, 2012, the Company had cash and cash equivalents of $17,810,583 (April 30,
2011 - $22,870,894 and May 1, 2010 - $11,137,382) to settle current liabilities
of $97,233 (April 30, 2011 - $1,046,868 and May 1, 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 preservation and security of capital as well as liquidity. As
discussed in Note 1, the Companys ability to continually meet its obligations
and carry out its planned exploration activities is uncertain and dependent upon
the continued financial support of its shareholders and securing additional
financing.

(iii) Market risk

Market risk is the risk of loss that may arise from changes in
market factors such as interest rates, foreign exchange rates and commodity and
equity prices.

(a) Interest rate risk

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

(b) Foreign currency risk

The Company's functional and reporting
currency is the Canadian dollar and 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 and the United Sates. 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:

138

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

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

(iii) Market risk (continued)

(b) Foreign currency risk (continued)

|                                            |   | April 30   |     |   | April 30    |      |   | May 1      |    
|------------------------------------------- | - | ---------- | --- | - | ----------- | ---- | - | ---------- | ---
|                                            |   | 2012       |     |   | 2011        |      |   | 2010       |    
|                                            |   |            |     |   |             |      |   |            |    
|United States Dollars                       |   |            |     |   |             |      |   |            |    
|Cash (Bank
      indebtedness)              | $ | 24,862     | (1) | $ | (375,361    | )(1) | $ | 508,464    | (1)
|Amounts receivable and other assets         | $ | 15,000     | (1) | $ | 1,082       | (1)  | $ | -          | (1)
|Amounts
      payable and other liabilities | $ | 1,958      | (1) | $ | 20,196      | (1)  | $ | 82,208     | (1)
|                                            |   |            |     |   |             |      |   |            |    
|Chilean Peso                                |   |            |     |   |             |      |   |            |    
|Amounts receivable and other assets         |   | 30,118,500 | (2) |   | 112,182,936 | (2)  |   | 17,138,310 | (2)
|Amounts payable and other liabilities       |   | -          | (2) |   | 199,755,213 | (2)  |   | 10,568,652 | (2)

(1) Denoted in United States Dollars: (April 30, 2012 - 1
United States Dollar = 0.9879 Canadian Dollars); (April 30, 2011 - 1 United
States Dollar = 0.9464 Canadian Dollars); and (May 1, 2010 - 1 United States
Dollar = 1.0158 Canadian Dollars) (2) Denoted in Chilean Peso: (April 30,
2012 - 1 Chilean Peso = 0.002039 Canadian Dollars); (April 30, 2011 - 1 Chilean
Peso = 0.00206 Canadian Dollars); and (May 1, 2010 - 1 Chilean Peso = 0.001957
Canadian Dollars)

(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 available-for-sale investment in Gondwana Gold Inc. ("Gondwana") and
investment in Orsa Ventures Corp. ("Orsa") are subject to fair value
fluctuations arising from changes in the equity and commodity markets.

Sensitivity analysis

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

(i) Cash equivalents are subject to floating interest rates. A
1% change in the interest rates with all other variables held constant, would
result in a corresponding increase/decrease in interest income of approximately
$177,000 based on the balance of cash equivalents at April 30, 2012.

139

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

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

(iii) Market risk (continued)

Sensitivity analysis (continued)

(ii) The Company is exposed to foreign
currency risk on fluctuations of financial instruments that are denominated in
US dollars related to cash balances, amounts receivable and accounts payable and
accrued liabilities. As at April 30, 2012, a plus or minus 5% change in the
foreign exchange rate with all other variables held constant would
decrease/increase the loss for the year ended April 30, 2012 and the reported
equity as at April 30, 2012 by $4,202.

(iii) The Company's available-for-sale
investments in the common shares of Gondwana and Orsa are subject to fair value
fluctuations. As at April 30, 2012, a plus or minus 10% change in the bid price
of the common shares of Gondwana and Orsa with all other variables held constant
would decrease/increase the comprehensive loss for the year ended April 30, 2012
and the reported equity as at April 30, 2012 by $2,450.

|5. | Categories of financial
  instruments
|-- | -------------------------------------

|                                      |   |            |  |   |            |   |   |            | 
|------------------------------------- | - | ---------- |  | - | ---------- | - | - | ---------- | 
|                                      |   | As at      |  |   | As at      |   |   | As at      | 
|                                      |   | April 30,  |  |   | April 30,  |   |   | May 1,     | 
|                                      |   | 2012       |  |   | 2011       |   |   | 2010       | 
|Financial assets:                     |   |            |  |   |            |   |   |            | 
|Loans and receivables                 |   |            |  |   |            |   |   |            | 
|Cash                                  | $ | 79,195     |  | $ | (365,965   | ) | $ | 981,301    | 
|Amounts receivable                    |   | 61,513     |  |   | -          |   |   | -          | 
|FVTPL - cash
      equivalents        |   | 17,731,388 |  |   | 23,236,859 |   |   | 10,156,081 | 
|Available for sale investments        |   | 24,250     |  |   | 280,000    |   |   | -          | 
|Financial liabilities:                |   |            |  |   |            |   |   |            | 
|Other financial liabilities           |   |            |  |   |            |   |   |            | 
|Amounts payable and other liabilities | $ | 97,233     |  | $ | 1,046,868  |   | $ | 325,079    | 

As at April 30, 2012, April 30, 2011 and May 1, 2010, the fair
value of all the Company's financial instruments, other than available for sale
investments and cash equivalents which are carried at fair value, approximates
the carrying value, due to their short-term nature.

|6. | Discontinued operation
|-- | ----------------------

During the year ended April 30, 2012, the Company committed to
a plan to pursue the sale of its subsidiary Rio Condor Resources S.A. ("Rio
Condor") and discontinued this operation since it was no longer in the Company's
commercial objectives. Consequently, the operating results and cash flows of Rio
Condor have been presented distinctly. The Company sold the interests it owned
in Rio Condor on March 31, 2012 for cash consideration of US$62,100 ($61,412).
The Company recorded a gain on disposal of $59,657 in the consolidated financial
statements during the year ended April 30, 2012.

140

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                     
|-- | ------------------------------------
|6. | Discontinued operation
  (continued)

The following tables summarize the additional financial
information related to the discontinued operation as at April 30, 2012:

Statement of loss and comprehensive loss of the discontinued
operation until the date of disposal of March 31, 2012:

|                                                                                  |   | April 30, 2012 |   |   | Year ended     |  
|--------------------------------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                                                  |   | (11 months     | ) |   | April 30, 2011 |  
|General and administrative                                                        | $ | 16,079         |   | $ | 203,914        |  
|Total general and administrative expenses                                         |   | (16,079        | ) |   | (203,914       | )
|Write-off of equipment                                                            |   | (17,382        | ) |   | -              |  
|Write-off of Rosario exploration property interests and
      related receivables |   | (1,175,229     | ) |   | (4,131,792     | )
|Gain on disposition of Rio Condor                                                 |   | 59,657         |   |   | -              |  
|Foreign exchange loss                                                             |   | (45,028        | ) |   | 96,825         |  
|Net loss and comprehensive loss from
      discontinued operation                 | $ | (1,194,061     | ) | $ | (4,238,881     | )

Statement of cash flows from the discontinued operation:

|                                     |   | April 30, 2012 |   |   | Year ended     |  
|------------------------------------ | - | -------------- | - | - | -------------- | -
|                                     |   | (11 months     | ) |   | April 30, 2011 |  
|Cash flows from operating activities | $ | 16,882         |   | $ | (65,051        | )
|Cash flows from investing activities |   | (447,164       | ) |   | (1,434,713     | )
|                                     | $ | (430,282       | ) | $ | (1,499,764     | )

|   |                          
|-- | -------------------------
|7. | Cash and cash
equivalents

|                         |   |            |  |   |            |   |   |            | 
|------------------------ | - | ---------- |  | - | ---------- | - | - | ---------- | 
|                         |   | As at      |  |   | As at      |   |   | As at      | 
|                         |   | April 30,  |  |   | April 30,  |   |   | May 1,     | 
|                         |   | 2012       |  |   | 2011       |   |   | 2010       | 
|                         |   |            |  |   |            |   |   |            | 
|Cash (bank indebtedness) | $ | 79,195     |  | $ | (365,965   | ) | $ | 981,301    | 
|Cash equivalents         |   | 17,731,388 |  |   | 23,236,859 |   |   | 10,156,081 | 
|Total                    | $ | 17,810,583 |  | $ | 22,870,894 |   | $ | 11,137,382 | 

141

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                      
|-- | -------------------------------------
|8. | Amounts receivable and other
  assets

|                                           |   |           |  |   |           |  |   |         | 
|------------------------------------------ | - | --------- |  | - | --------- |  | - | ------- | 
|                                           |   | As at     |  |   | As at     |  |   | As at   | 
|                                           |   | April 30, |  |   | April 30, |  |   | May 1,  | 
|                                           |   | 2012      |  |   | 2011      |  |   | 2010    | 
|                                           |   |           |  |   |           |  |   |         | 
|Sales tax receivable - (Canada)            | $ | 38,459    |  | $ | 48,787    |  | $ | 48,993  | 
|Sales tax receivable - (Chile) (note 9(b)) |   | -         |  |   | 230,784   |  |   | 16,586  | 
|Amounts receivable                         |   | 61,513    |  |   | -         |  |   | -       | 
|Prepaid expenses                           |   | 60,483    |  |   | 49,066    |  |   | 64,763  | 
|                                           | $ | 160,455   |  | $ | 328,637   |  | $ | 130,342 | 

|   |                                                                               
|-- | ------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures

|                                         
|-----------------------------------------
|Year
      Ended April 30, 2012          
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Opening balance                          
|Acquisition                              
|Exploration                              
|Salaries and benefits                    
|Option payment received                  
|Write-off of
      exploration properties
|Ending balance                           

|                                    |  
|----------------------------------- | -
|Year
      Ended April 30, 2011     |  
|                                    |  
|                                    |  
|                                    |  
|                                    |  
|                                    |  
|                                    |  
|Opening balance                     | $
|Acquisition                         |  
|Exploration                         |  
|Option payment received             |  
|Write-off of exploration properties |  
|Ending balance                      | $

142

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures (continued)

(a) McCart Township

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

- Make a cash payment of $5,000 (paid); and
- 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 a
100% interest in the 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 April 30, 2011, these three claims were
cancelled.

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

(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 could 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 in accordance with the terms of the Agreement.
The 400,000 common shares received were valued at $80,000 on August 24, 2010 and
$280,000 on April 30, 2011. During the year ended April 30, 2012, the 400,000
common shares of Gondwana were sold for cash proceeds of $191,182 resulting in a
gain on disposal of $111,182.

On August 17, 2011, the Company signed an amending letter
agreement (the "Amending Agreement") with Gondwana to extend the time by which
the commitments must be satisfied until February 20, 2012 in exchange for an
additional 25,000 Gondwana shares to be issued to Bridgeport.

On February 15, 2012, Gondwana terminated its option on the
McCart property. As a result, the Company has taken possession of the property
and decided to discontinue the exploration activities on the McCart Property.
Accordingly, the Company wrote off capitalized costs of $166,489 during the year
ended April 30, 2012.

On October 25, 2011, Bridgeport received 25,000 common shares
of Gondwana in accordance with the terms of the Amending Agreement. The 25,000
common shares received were valued at $10,125 on October 25, 2011 based on the
bid price on October 25, 2011. As of April 30, 2012, the bid price of Gondwana
was $0.39 resulting in a unrealized loss of $375 which was recorded in other
comprehensive loss for the year ended April 30, 2012. At April 30, 2012, the
shares of Gondwana were valued at $9,750 using the bid price of the security.

143

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures (continued)

(b) 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. 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 were due as follows:

|                 |   | US$       |  |  |                  | 
|---------------- | - | --------- |  |  | ---------------- | 
|                 |   |           |  |  |                  | 
|Date of Closing  | $ | 25,000    |  |  | (paid)
      (1) | 
|January 17, 2011 |   | 25,000    |  |  | (paid) (1)       | 
|January 31, 2012 |   | 50,000    |  |  | (not paid)       | 
|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.

During the year ended April 30, 2012, the Company decided to
terminate the Trillador Property and Tamara Property option agreements and as a
result, a total of $1,175,229 of exploration properties and deferred exploration
expenditures and related receivables were written off during the year ended
April 30, 2012.

(c) 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 could 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   |  |  | (not paid) | 
|December 3, 2012              |   | 575,000   |  |  |            | 
|                              |   |           |  |  |            | 
|                              | $ | 1,000,000 |  |  |            | 

144

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures (continued)

(c) SOESMI Property (continued)

During the year ended April 30, 2011, the Company 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 wrote off all costs associated with this project in the amount of
$611,352.

(d) Simonetta Property

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   |  |  | (not paid) | 
|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
due January 23, 2011 (US$65,000) and subsequent payments would not be made. As a
result, Rio Condor's rights in respect of such property were forfeited and costs
of $554,473 associated with the project were written off during the year ended
April 30, 2011.

(e) 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.

The Company had focused its exploration efforts on the Rosario
property, and based on the assay results, style of copper mineralization, and
discontinuity of the zones, management decided that the property did not have
the size potential for the Company to make a significant copper-gold discovery
of 100 million tonnes or more. Accordingly, Bridgeport decided 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 were
forfeited and costs of $2,965,967 associated with the project were written-off
during the year ended April 30, 2011.

The Company had 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 was
entitled to maintain its rights to the Tamara property by making the following
cash payments:

145

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures (continued)

(e) Rosario Project (continued)

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

During the year ended April 30, 2012, the Company decided to
terminate the Trillador Property and Tamara Property option agreements and as a
result, a total of $1,175,229 of exploration properties and deferred exploration
expenditures and a receivable related to Chile was written off for the year
ended April 30, 2012. As a result, the payment due on November 5, 2011 was not
made.

(f) Nevada Portfolio

On November 16, 2010, Bridgeport acquired from Fronteer Gold
Inc. (Fronteer) a 100% interest in certain mineral properties and a 50%
leasehold interest in one property, in Nevada, USA. The properties are subject
to a NSR of up to 3%. On November 16, 2010, Bridgeport issued to Fronteer 4.5
million common shares (valued atapproximately $5.2 million (see Note
12(b)(ii)) in consideration of the acquisition. In addition to the properties
acquired from Fronteer, Bridgeport has staked additional claims adjacent to the
properties and intends to continue with its land acquisition effort. During the
year ended April 30, 2012, the Company has decided to discontinue exploration
activities on select areas of the Nevada Portfolio and as a result, certain
properties were written off in the amount of $5,004,725.

(g) Option Agreement with Orsa Ventures Corp.

On July 19, 2011, the Company entered into an option agreement
(the "Option Agreement") with 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. | issuing to Bridgeport or its nominee an aggregate of
      100,000 common shares of Orsa within three business days of receipt by
      Orsa of the approval by the TSX Venture Exchange of the Option
      Agreement;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                        
| | b. | incurring an aggregate of $150,000 of exploration
      expenditures on the Ashby Property within one year of the date of the
      Option Agreement; and                                                              
| |    |                                                                                                                                                                                                                        
| | c. | incurring $300,000 of cumulative exploration expenditures
      on the Ashby Property within two years of the date of the Option
      Agreement.                                                                      

If Orsa exercises the First Option and acquires a 49% interest
in the Ashby Property, it will have the option (the "Second Option") to acquire
a further 2% interest in the Ashby Property (for an aggregate 51% interest) by
paying Bridgeport $100,000 in cash and issuing to Bridgeport common shares
having an aggregate value of $100,000 within a 90 day period.

Following the exercise of the First Option, and if applicable,
the Second Option, Orsa and Bridgeport will form a joint venture for further
exploration and development of the Ashby Property. If Orsa has exercised the
Second Option, it will hold a 51% interest in the joint venture and will be the
operator of the joint venture. If Orsa has not exercised the Second Option, Orsa
will hold a 49% interest in the joint venture and Bridgeport will become the
operator.

146

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|   |                                                                                           
|-- | ------------------------------------------------------------------------------------------
|9. | Interest in exploration properties and deferred
      exploration expenditures (continued)

(g) Option Agreement with Orsa Ventures Corp. (continued)

On November 21, 2011, the Option Agreement with Orsa was
approved by the TSX Venture Exchange and on December 7, 2011, 100,000 common
shares of Orsa were received. The 100,000 common shares received were valued at
$18,000 on December 7, 2011 based on the bid price on December 7, 2011. As of
April 30, 2012, the bid price of the Orsa shares was $0.145 resulting in a
unrealized loss of $3,500 which was recorded in other comprehensive loss for the
year ended April 30, 2012. At April 30, 2012, the shares of Orsa were valued at
$14,500 using the bid price of the security.

|10. | Equipment
|--- | ---------

Computer
    
    
    
    
    
    Office
    
    
    
    
    
    Machinery andCost
    
    equipment
    
    
    Software
    
    
    equipment
    
    
    Structures
    
    
    equipment
    
    
    TotalBalance, May 1, 2010
    $
    7,852
    
    $
    -
    
    $
    336
    
    $
    13,754
    
    $
    5,056
    
    $
    26,998Additions
    
    22,382
    
    
    315
    
    
    1,452
    
    
    1,813
    
    
    1
    
    
    25,963Balance, April 30, 2011
    
    30,234
    
    
    315
    
    
    1,788
    
    
    15,567
    
    
    5,057
    
    
    52,961(Disposal)
    
    (2,970
    )
    
    (315
    )
    
    (1,788
    )
    
    (15,567
    )
    
    (5,057
    )
    
    (25,697
    )Balance, April 30, 2012
    $
    27,264
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    27,264


Computer
    
    
    
    
    
    Office
    
    
    
    
    
    Machinery andAccumulated amortization
    
    equipment
    
    
    Software
    
    
    equipment
    
    
    Structures
    
    
    equipment
    
    
    TotalBalance, May 1, 2010
    $
    450
    
    $
    -
    
    $
    8
    
    $
    344
    
    $
    189
    
    $
    991Amortization
    
    4,375
    
    
    158
    
    
    211
    
    
    2,863
    
    
    1,461
    
    
    9,068Balance, April 30, 2011
    
    4,825
    
    
    158
    
    
    219
    
    
    3,207
    
    
    1,650
    
    
    10,059Amortization
    
    6,546
    
    
    69
    
    
    153
    
    
    1,205
    
    
    492
    
    
    8,465(Disposal)
    
    (1,162
    )
    
    (227
    )
    
    (372
    )
    
    (4,412
    )
    
    (2,142
    )
    
    (8,315
    )Balance, April 30, 2012
    $
    10,209
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    10,209


Computer
    
    
    
    
    
    Office
    
    
    
    
    
    Machinery andCarrying value
    
    equipment
    
    
    Software
    
    
    equipment
    
    
    Structures
    
    
    equipment
    
    
    TotalBalance, May 1, 2010
    $
    7,402
    
    $
    -
    
    $
    328
    
    $
    13,410
    
    $
    4,867
    
    $
    26,007Balance, April 30, 2011
    $
    25,409
    
    $
    157
    
    $
    1,569
    
    $
    12,360
    
    $
    3,407
    
    $
    42,902Balance, April 30, 2012
    $
    17,055
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    17,055


|    |                                        
|--- | ---------------------------------------
|11. | Amounts payable and other
  liabilities

|                            |   |           |  |   |           |  |  |         | 
|--------------------------- | - | --------- |  | - | --------- |  |  | ------- | 
|                            |   | As at     |  |   | As at     |  |  | As at   | 
|                            |   | April 30, |  |   | April 30, |  |  | May 1,  | 
|                            |   | 2012      |  |   | 2011      |  |  | 2010    | 
|                            |   |           |  |   |           |  |  |         | 
|Falling due within the year |   |           |  |   |           |  |  |         | 
|Trade payables              | $ | 18,084    |  | $ | 857,529   |  |  | 129,916 | 
|Accrued
      liabilities   |   | 79,149    |  |   | 189,339   |  |  | 195,163 | 
|                            | $ | 97,233    |  | $ | 1,046,868 |  |  | 325,079 | 

147

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |              
|--- | -------------
|12. | Share capital

a) Authorized share capital

The authorized share capital consisted of unlimited number of
common shares. The common shares do not have a par value. All issued shares are
fully paid.

b) Common shares issued

The change in issued share capital for the years ended April
30, 2012 and 2011 were as follows:

|                                           |  | Number of  |  |   |            |  
|------------------------------------------ |  | ---------- |  | - | ---------- | -
|                                           |  | common     |  |   |            |  
|                                           |  | shares     |  |   | Amount     |  
|                                           |  |            |  |   |            |  
|Balance, May 1, 2010                       |  | 28,036,000 |  | $ | 11,798,967 |  
|Public offering, net of costs (i)          |  | 17,250,000 |  |   | 13,885,090 |  
|Acquisition of mineral properties (ii)     |  | 4,500,000  |  |   | 5,175,000  |  
|Exercise of warrants                       |  | 793,600    |  |   | 452,600    |  
|Value of warrants exercised                |  | -          |  |   | 100,144    |  
|Step-up warrants issued (note 14)          |  | -          |  |   | (47,300    | )
|Balance, April 30, 2011 and April 30, 2012 |  | 50,579,600 |  | $ | 31,364,501 |  

(i) 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, 2012.

The grant date fair value of $1,805,000 was assigned to the
8,625,000 Warrants issued as part of the 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.

(ii) 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 9 (f)).

148

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|13. | Net loss per common share

The calculation of basic and diluted loss per share for the
years ended April 30, 2012 and 2011 was based on the loss attributable to common
shareholders of $8,386,262 and $7,374,350 respectively and the weighted average
number of common shares outstanding of 50,579,600 and 36,402,004. Diluted loss
per share did not include the effect of 28,825,000 warrants and 4,507,500 stock
options as they are anti-dilutive.

|14. | Warrants
|--- | --------

The following table reflects the continuity of warrants for
the years ended April 30, 2012 and 2011:

|                                           |  | Number of  |   |   |           |  
|------------------------------------------ |  | ---------- | - | - | --------- | -
|                                           |  | warrants   |   |   | Amount    |  
|Balance, May 1, 2010                       |  | 19,690,200 |   | $ | 3,679,500 |  
|Granted (note 12(b)(i))                    |  | 9,660,000  |   |   | 2,003,127 |  
|Step-up warrants issued (i)(ii)(iii)       |  | 420,000    |   |   | 47,300    |  
|Exercised                                  |  | (793,600   | ) |   | (100,144  | )
|Expired                                    |  | (151,600   | ) |   | (25,772   | )
|Balance, April 30, 2011 and April 30, 2012 |  | 28,825,000 |   | $ | 5,604,011 |  

(i) On January 31, 2011, 210,000 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 $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.

(ii) 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.

(iii) 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.

149

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                     
|--- | --------------------
|14. | Warrants (continued)

The following table reflects the actual warrants issued and
outstanding as of April 30, 2012:

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

(1) Each exercisable to acquire one unit, each unit consisting
of one common share and one-half of one warrant with each whole warrant
exercisable to acquire one additional common share at an exercise price of $1.40
until December 20, 2012.

|15. | Stock options
|--- | -------------

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

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

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).

150

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|15. | Stock options (continued)

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

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

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

The following reflects the continuity of stock options for the
years ended April 30, 2012 and 2011:

|                             |  |               |   |  | Weighted Average | 
|---------------------------- |  | ------------- | - |  | ---------------- | 
|                             |  | Number of     |   |  | Exercise Price   | 
|                             |  | Stock Options |   |  | ($)              | 
|Balance, May 1, 2010         |  | 2,400,000     |   |  | 1.21             | 
|Granted (10)(11)(12)(13)(14) |  | 2,340,000     |   |  | 1.01             | 
|Forfeited (5)(7)(9)          |  | (75,000       | ) |  | 2.31             | 
|Expired (5)(7)(9)            |  | (100,000      | ) |  | 2.24             | 
|Balance, April 30, 2011      |  | 4,565,000     |   |  | 1.06             | 
|Granted (16)(17)(18)         |  | 687,500       |   |  | 0.53             | 
|Forfeited (5)(14)            |  | (196,666      | ) |  | 1.34             | 
|Expired(1)(5)(14)            |  | (548,334      | ) |  | 1.01             | 
|Balance, April 30, 2012      |  | 4,507,500     |   |  | 0.98             | 

151

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|15. | Stock options (continued)

(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. 500,000 of these stock options expire on
August 20, 2014 and the remaining 200,000 stock options expired on January 7,
2012. During the year ended April 30, 2012, 200,000 stock options expired
unexercised and as at April 30, 2012, 500,000 stock options remain outstanding.
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, 2012 $nil (year ended April 30, 2011 - $nil) was expensed to
share-based payments.

(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, 2012, $15,394 (year ended April 30, 2011 -
$59,454) was expensed to share-based payments.

(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, 2012, $18,815 (year ended April 30, 2011 -
$71,797) was expensed to share-based payments.

(4) On December 8, 2009, the Company granted 300,000
options to a director of the Company pursuant to the Company's stock option
plan, exercisable for one common share each at a price of $1.40 per share for a
period of five years expiring on December 7, 2014. The options vest as to
one-third on the date of grant and one-third on the first and second
anniversaries of the date of grant. The grant date fair value of $300,000 was
assigned to the stock options as estimated by using the Black-Scholes valuation
model with the following assumptions: expected dividend yield of 0%, expected
volatility of 92%, risk-free rate of return of 2.5% and an expected maturity of
5 years. For the year ended April 30, 2012, $30,411 (year ended April 30, 2011 -
$110,822) was expensed to share-based payments.

(5) On December 8, 2009, the Company granted 525,000
options to consultants of the Company pursuant to the Company's stock option
plan, exercisable for one common share each at a price of $1.40 per share for a
period of five years expiring on December 7, 2014. During the year ended April
30, 2011, 16,667 of these options expired and 8,333 of these options were
forfeited and during the year ended April 30, 2012, 166,666 options were
forfeited, 166,667 options expired on November 30, 2011 and the remaining
166,667 expired on December 12, 2011. As of April 30, 2012, nil options remain
outstanding. The options vest as to one-third on the date of grant and one-third
on the first and second anniversaries of the date of grant. The grant date fair
value of $525,000 was assigned to the stock options as estimated by using the
Black-Scholes valuation model with the following assumptions: expected dividend
yield of 0%, expected volatility of 92%, risk-free rate of return of 2.5% and an
expected maturity of 5 years. For the year ended April 30, 2012, ($115,297)
(year ended April 30, 2011 -$189,612) was credited to share-based payments as a
result of the forfeiture.

152

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|15. | Stock options (continued)

(6) On January 11, 2010, the Company granted 250,000
stock options to a director pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.15 per share for a period
of five years expiring on January 11, 2015. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $379,750 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield of 0%, expected volatility of
90%, risk-free rate of return of 2.7% and an expected maturity of 5 years. For
the year ended April 30, 2012, $44,391 (year ended April 30, 2011 - $152,073)
was expensed to share-based payments.

(7) On January 25, 2010, the Company granted 100,000
stock options to a consultant pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.40 per share for a period
of five years expiring on January 25, 2015. During the year ended April 30,
2011, 66,667 of these stock options expired and 33,333 of these stock options
were forfeited and as of April 30, 2012, nil options remain outstanding. The
options vest as to one-third on the date of grant and one-third on the first and
second anniversaries of the date of grant. The grant date fair value of $167,900
was assigned to the stock options as estimated by using the Black-Scholes
valuation model with the following assumptions: expected dividend yield of 0%,
expected volatility of 89%, risk-free rate of return of 2.5% and an expected
maturity of 5 years. For the year ended April 30, 2012, $nil (year ended April
30, 2011 - $34,117) was credited to share-based payments as a result of the
forfeiture.

(8) On February 1, 2010, the Company granted 25,000
stock options to an employee pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.40 per share for a period
of five years expiring on February 1, 2015. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $45,150 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield of 0%, expected volatility of
89%, risk-free rate of return of 2.47% and an expected maturity of 5 years. For
the year ended April 30, 2012, $5,711 (year ended April 30, 2011 - $18,947) was
expensed to share-based payments.

(9) On March 10, 2010, the Company granted 50,000
stock options to a consultant pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $2.45 per share for a period
of five years expiring on March 10, 2015. During the year ended April 30, 2011,
16,666 of these stock options expired and 33,334 were forfeited and as of April
30, 2012, nil options remain outstanding. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $84,750 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield of 0%, expected volatility of
87%, risk-free rate of return of 2.81% and an expected maturity of 5 years. For
the year ended April 30, 2012, $nil (year ended April 30, 2011 - ($5,920)) was
credited to share-based payments.

(10) On September 23, 2010, the Company granted
400,000 stock options to an officer pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $1.05 per share for a period
of five years expiring on September 23, 2015. The options vest as to one-third
on the date of grant and one-third on each of the first and second anniversaries
of the date of grant. The grant date fair value of $273,600 was assigned to the
stock options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield of 0%, expected volatility of
81%, risk-free rate of return of 2.11% and an expected maturity of 5 years. For
the year ended April 30, 2012, $79,580 (year ended April 30, 2011 - $172,227)
was expensed to share-based payments.

153

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|15. | Stock options (continued)

(11) On December 21, 2010, the Company granted
1,600,000 stock options to an officer pursuant to the Company's stock option
plan, exercisable for one common share each at a price of $1.00 per share for a
period of five years expiring on December 21, 2015. The options vest as to
one-third on the date of grant and one-third on each of the first and second
anniversaries of the date of grant. The grant date fair value of $940,800 was
assigned to the stock options as estimated by using the Black-Scholes valuation
model with the following assumptions: expected dividend yield of 0%, expected
volatility of 77%, risk-free rate of return of 2.17% and an expected maturity of
5 years. For the year ended April 30, 2012, $358,921 (year ended April 30, 2011
- $481,064) was expensed to share-based payments.

(12) On January 7, 2011, the Company granted 250,000
stock options to a director pursuant to the Company's stock option plan,
exercisable for one common share each at a price of $1.00 per share for a period
of five years expiring on January 7, 2016. The options vest as to one-third on
the date of grant and one-third on the first and second anniversaries of the
date of grant. The grant date fair value of $116,500 was assigned to the stock
options as estimated by using the Black-Scholes valuation model with the
following assumptions: expected dividend yield of 0%, expected volatility of
76%, risk-free rate of return of 2.24% and an expected maturity of 5 years. For
the year ended April 30, 2012, $46,254 (year ended April 30, 2011 - $56,859) was
expensed to share-based payments.

(13) On March 15, 2011, the Company granted 35,000
options exercisable at $0.85 to an employee of the Company with an expiry date
of March 15, 2016. The options vest as to on-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, 2012, $5,212 (year ended April 30, 2011 - $4,508) was expensed to
share-based payments.

(14) On March 15, 2011, the Company granted 55,000
options exercisable at $1.00 to employees of the Company with an expiry date of
March 15, 2016. During the year ended April 30, 2012, 30,000 options were
forfeited and 15,000 expired unexercised on September 14, 2011. As at April 30,
2012, 10,000 options remaining outstanding. The options 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, 2012, $531 (year ended April 30, 2011 - $6,626) was
credited to share-based payments as a result of the forfeiture.

(15)During the year ended April 30, 2011, the
expiry date of 200,000 fully vested options granted on August 20, 2009 to a
former director was modified. The expiry date changed from August 20, 2014 to
January 7, 2012. The former director resigned and became a consultant to the
Company. During the year ended April 30, 2012, the 200,000 stock options expired
unexercised (see Note 15(1)).

(16) On June 8, 2011, the Company granted 55,000
options exercisable at $0.85 to an employee and a consultant of the Company with
an expiry date of June 8, 2016. The options 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 $11,550 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 72%,
risk-free rate of return of 2.05% and an expected maturity of 5 years. For the
year ended April 30, 2012, $9,422 (year ended April 30, 2011 - $nil) was
expensed to share-based payments.

154

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                          
|--- | -------------------------
|15. | Stock options (continued)

(17) On July 26, 2011, the Company granted 417,500
options exercisable at $0.50 to certain directors, officers, employees and
consultants of the Company with an expiry date of July 26, 2016. The options
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 $119,823
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 71%, risk-free rate of return of 1.93% and an expected
maturity of 5 years. For the year ended April 30, 2012, $95,126 (year ended
April 30, 2011 - $nil) was expensed to share-based payments.

(18) On September 6, 2011, the Company granted
215,000 options exercisable at $0.50 to certain employees of the Company with an
expiry date of September 6, 2016. The options 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 $61,920 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 70%,
risk-free rate of return of 1.24% and an expected maturity of 5 years. For the
year ended April 30, 2012, $40,734 (year ended April 30, 2011 - $nil) was
expensed to share-based payments.

Details of the stock options outstanding at April 30, 2012 are
as follows:

Weighted averageremaining contractualNumber of
    Exercisable
    
    life (years) for
    Weighted averagestock
    stock
    Exercise
    number of stock
    grant date fair
    Expiryoptions
    options
    price ($)
    options granted
    value per option ($)
    date500,000
    500,000
    0.35
    2.31
    0.08
    August 20, 2014200,000
    200,000
    1.20
    2.54
    0.86
    November 12, 2014250,000
    250,000
    1.20
    2.55
    0.82
    November 17, 2014300,000
    300,000
    1.40
    2.61
    1.00
    December 7, 2014250,000
    250,000
    2.15
    2.70
    1.52
    January 11, 201525,000
    25,000
    2.40
    2.76
    1.81
    February 1, 2015400,000
    266,667
    1.05
    3.40
    0.68
    September 23, 20151,600,000
    1,066,667
    1.00
    3.64
    0.59
    December 21, 2015250,000
    166,667
    1.00
    3.69
    0.47
    January 7, 201635,000
    23,333
    0.85
    3.88
    0.33
    March 15, 201610,000
    6,667
    1.00
    3.88
    0.30
    March 15, 201655,000
    18,333
    0.85
    4.11
    0.21
    June 8, 2016417,500
    139,167
    0.50
    4.24
    0.29
    July 26, 2016215,000
    71,667
    0.50
    4.36
    0.29
    September 6, 20164,507,500
    3,284,168
    0.98
    3.34
    0.60


The weighted average exercise price of exercisable stock
options as at April 30, 2012 is $1.03 (April 30, 2011 - $1.02) .

155

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                           
|--- | --------------------------
|16. | General and
administrative

|                                     |   |           |  |   |           | 
|------------------------------------ | - | --------- |  | - | --------- | 
|For the year ended April 30,         |   | 2012      |  |   | 2011      | 
|Share-based
      payments (note 15) | $ | 635,205   |  | $ | 1,352,186 | 
|Salaries and benefits (note 17)      |   | 279,151   |  |   | 347,180   | 
|Professional
      fees (note 17)    |   | 226,459   |  |   | 768,066   | 
|Insurance                            |   | 65,901    |  |   | 41,354    | 
|Rent                                 |   | 108,715   |  |   | 109,854   | 
|Administrative and general           |   | 146,041   |  |   | 172,952   | 
|Investor
      relations             |   | 87,351    |  |   | 24,963    | 
|Reporting issuer costs               |   | 67,374    |  |   | 120,173   | 
|Business
      development           |   | 730,639   |  |   | 183,796   | 
|Travel and accommodation             |   | 13,397    |  |   | 161,318   | 
|Amortization
      (note 10)         |   | 6,241     |  |   | 3,606     | 
|Meals                                |   | 16,317    |  |   | 21,589    | 
|                                     | $ | 2,382,791 |  | $ | 3,307,037 | 

|    |                                          
|--- | -----------------------------------------
|17. | Related party balances and
  transactions

Related parties include the Board of Directors, close family
members and enterprises that are controlled by these individuals as well as
certain persons performing similar functions.

Related party transactions conducted in the normal course of
operations are measured at the exchange value (the amount established and agreed
to by the related parties). The amounts due to related parties are unsecured,
non-interest bearing and due on demand.

(a) the Company entered into the following transactions with
related parties:

|                                       |  | Notes |  |   | April 30, | 
|-------------------------------------- |  | ----- |  | - | --------- | 
|Years ended                            |  |       |  |   | 2012      | 
|Marrelli Support Services Inc.("MSSI") |  | (i)   |  | $ | 47,377    | 
|DSA Corporate Services Inc. ("DSA")    |  | (ii)  |  | $ | 10,592    | 
|H.R. Snyder Consultants                |  | (iii) |  | $ | 78,685    | 

(i) The Chief Financial Officer ("CFO") of the Company is the
president of MSSI. Fees relate to accounting services provided by MSSI. These
costs are reflected in professional fees in the consolidated statements of loss.
As at April 30, 2012, MSSI was owed $25,750 (April 30, 2011 - $12,562 and May 1,
2010 - $12,226) and the amount was included in amounts payable and other
liabilities.

(ii) The CFO of the Company is an officer of DSA. Fees relate
to corporate secretarial services provided by DSA. These costs are reflected in
professional fees in the consolidated statements of loss. As at April 30, 2012,
DSA was owed $1,300 (April 30, 2011 - $989 and May 1, 2010 - $919) and the
amount was included in amounts payable and other liabilities.

(iii) Fees were paid to H.R. Snyder Consultants for Hugh Snyder
to act as Chairman of the Company. H.R. Snyder Consultants is controlled by Hugh
Snyder. These costs are reflected in salaries and benefits in the consolidated
statements of loss.

156

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                          
|--- | ---------------------------------------------------------
|17. | Related party balances and transactions
      (continued)

(b) In accordance with IAS 24, key management personnel are
those persons having authority and responsibility for planning, directing and
controlling the activities of the Company directly or indirectly, including any
directors (executive and non-executive) of the Company.

Remuneration of Directors and key management personnel of the
Company was as follows:

|                                |  | 2012    |  |  | 2011      | 
|------------------------------- |  | ------- |  |  | --------- | 
|Years ended
      April 30,     |  | **$**   |  |  | $         | 
|Salaries and benefits
      (1) |  | 276,457 |  |  | 170,750   | 
|Share based payments            |  | 659,254 |  |  | 1,032,499 | 

(1)The board of directors do not have employment or
service contracts with the Company. Directors are entitled to director fees and
stock options for their services and officers are entitled to stock options and
cash remuneration for their services.

|18. | Income taxes
|--- | ------------

a) Provision for Income Taxes

The reconciliation of the combined Canadian federal and
provincial income tax rate on the net loss of the Company for the years ended
April 30, 2012 and 2011:

|                                                            |   | 2012       |   |   | 2011       |  
|----------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                            |   |            |   |   |            |  
|(Loss) before income taxes from continuing
      operations | $ | (7,167,201 | ) | $ | (3,160,469 | )
|                                                            |   |            |   |   |            |  
|Expected income tax recovery                                |   | (1,899,300 | ) |   | (942,900   | )
|Increase (decrease) resulting from:                         |   |            |   |   |            |  
|Non-deductible
      share-based payments                   |   | 168,300    |   |   | 406,300    |  
|Difference in tax rates and other                           |   | (728,000   | ) |   | 152,500    |  
|Loss on sale of Rio
      Condor                            |   | (638,100   | ) |   | -          |  
|Change in tax benefits not recognized                       |   | 3,203,300  |   |   | 435,700    |  
|Share issue cost                                            |   | (106,200   | ) |   | (51,600    | )
|                                                            |   |            |   |   |            |  
|Deferred income tax (recovery)                              | $ | -          |   | $ | -          |  

The 2012 statutory tax rate of 26.5% differs from the 2011
statutory tax rate of 29.8% because of the reduction in federal and provincial
substantively enacted tax rates.

157

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                         
|--- | ------------------------
|18. | Income taxes (continued)

b) Deferred Tax Balances

The following table summarizes the components of the deferred
income tax:

|                                                                |   | Available-for-sale |   |   |            |   |   |         |  
|--------------------------------------------------------------- | - | ------------------ | - | - | ---------- | - | - | ------- | -
|                                                                |   | Investment         |   |   | Tax Losses |   |   | Total   |  
|                                                                |   |                    |   |   |            |   |   |         |  
|At April 30, 2011                                               | $ | 25,000             |   | $ | (25,000    | ) | $ | -       |  
|Charged to net loss from continuing operations                  |   | -                  |   |   | 25,000     |   |   | 25,000  |  
|Credited to comprehensive loss from
      continuing operations |   | (25,000            | ) |   | -          |   |   | (25,000 | )
|At April 30, 2012                                               | $ | -                  |   | $ | -          |   | $ | -       |  

The tax effects of temporary differences that give rise to
deferred income tax assets and liabilities in Canada and US approximate the
following:

|                                                |   | 2012      |   |   | 2011    |  
|----------------------------------------------- | - | --------- | - | - | ------- | -
|                                                |   |           |   |   |         |  
|Non-capital losses                              | $ | 1,096,200 |   | $ | 507,200 |  
|Capital losses                                  |   | 588,300   |   |   | -       |  
|Deferred exploration expenditures               |   | 2,014,700 |   |   | 183,000 |  
|Share issue costs                               |   | 295,900   |   |   | 123,300 |  
|Equipment                                       |   | (2,900    | ) |   | 900     |  
|Available-for-sale
      investments            |   | 500       |   |   | (25,000 | )
|                                                |   |           |   |   |         |  
|Deferred income
      tax assets not recognized | $ | 3,992,700 |   | $ | 789,400 |  

c) Tax Loss Carry-Forwards

The Company's non-capital income tax losses expire as follows:

|      |   | Canada    |  |   | US      | 
|----- | - | --------- |  | - | ------- | 
|      |   |           |  |   |         | 
|      |   |           |  |   |         | 
|2027  | $ | 2,000     |  | $ | -       | 
|2028  |   | 2,000     |  |   | -       | 
|2029  |   | 900       |  |   | -       | 
|2030  |   | 843,700   |  |   | -       | 
|2031  |   | 1,368,500 |  |   | 118,300 | 
|2032  |   | 1,637,700 |  |   | 260,400 | 
|      |   |           |  |   |         | 
|Total | $ | 3,854,800 |  | $ | 378,700 | 

The Company also has approximately $1,052,000 and $9,200,000 of
cumulative exploration and development expenditure pools in Canada and the US,
respectively, which may, in certain circumstances be used to reduce taxable
income in future years.

158

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                      
|--- | ---------------------
|19. | Segmented information

|                                                                               |   |            |  |   |       |  |   |               |  |   |            | 
|------------------------------------------------------------------------------ | - | ---------- |  | - | ----- |  | - | ------------- |  | - | ---------- | 
|April 30,
      2012                                                           |   | Canada     |  |   | Chile |  |   | United States |  |   | Total      | 
|                                                                               |   |            |  |   |       |  |   |               |  |   |            | 
|Cash and cash equivalents                                                      | $ | 17,797,694 |  | $ | -     |  | $ | 12,889        |  | $ | 17,810,583 | 
|Amounts receivable and other assets                                            |   | 145,636    |  |   | -     |  |   | 14,819        |  |   | 160,455    | 
|Available-for-sale investment                                                  |   | 24,250     |  |   | -     |  |   | -             |  |   | 24,250     | 
|                                                                               |   |            |  |   |       |  |   |               |  |   |            | 
|                                                                               |   | 17,967,580 |  |   | -     |  |   | 27,708        |  |   | 17,995,288 | 
|Interest in exploration properties and deferred exploration
      expenditures |   | -          |  |   | -     |  |   | 4,208,534     |  |   | 4,208,534  | 
|Equipment                                                                      |   | 17,055     |  |   | -     |  |   | -             |  |   | 17,055     | 
|                                                                               |   |            |  |   |       |  |   |               |  |   |            | 
|                                                                               | $ | 17,984,635 |  | $ | -     |  | $ | 4,236,242     |  | $ | 22,220,877 | 

|                                                                               |   |            |  |   |           |   |   |               |  |   |            | 
|------------------------------------------------------------------------------ | - | ---------- |  | - | --------- | - | - | ------------- |  | - | ---------- | 
|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 other assets                                            |   | 82,633     |  |   | 231,808   |   |   | 14,196        |  |   | 328,637    | 
|Available-for-sale investment                                                  |   | 280,000    |  |   | -         |   |   | -             |  |   | 280,000    | 
|                                                                               |   |            |  |   |           |   |   |               |  |   |            | 
|                                                                               |   | 23,223,656 |  |   | 229,980   |   |   | 25,895        |  |   | 23,479,531 | 
|Interest in exploration properties and deferred exploration
      expenditures |   | 171,596    |  |   | 975,725   |   |   | 6,430,690     |  |   | 7,578,011  | 
|Equipment                                                                      |   | 23,297     |  |   | 19,605    |   |   | -             |  |   | 42,902     | 
|                                                                               |   |            |  |   |           |   |   |               |  |   |            | 
|                                                                               | $ | 23,418,549 |  | $ | 1,225,310 |   | $ | 6,456,585     |  | $ | 31,100,444 | 

|                                                                               |   |            |  |   |           |  |   |               |  |   |            | 
|------------------------------------------------------------------------------ | - | ---------- |  | - | --------- |  | - | ------------- |  | - | ---------- | 
|May 1, 2010                                                                    |   | Canada     |  |   | Chile     |  |   | United States |  |   | Total      | 
|                                                                               |   |            |  |   |           |  |   |               |  |   |            | 
|Cash and cash equivalents                                                      | $ | 11,027,755 |  | $ | 109,627   |  | $ | -             |  | $ | 11,137,382 | 
|Amounts receivable
      and other assets                                      |   | 96,681     |  |   | 33,661    |  |   | -             |  |   | 130,342    | 
|                                                                               |   |            |  |   |           |  |   |               |  |   |            | 
|                                                                               |   | 11,124,436 |  |   | 143,288   |  |   | -             |  |   | 11,267,724 | 
|Interest in exploration properties and
      deferred exploration expenditures |   | 263,860    |  |   | 3,152,411 |  |   | -             |  |   | 3,416,271  | 
|Equipments                                                                     |   | 5,156      |  |   | 20,851    |  |   | -             |  |   | 26,007     | 
|                                                                               |   |            |  |   |           |  |   |               |  |   |            | 
|                                                                               | $ | 11,393,452 |  | $ | 3,316,550 |  | $ | -             |  | $ | 14,710,002 | 

159

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                             
|--- | ----------------------------
|20. | Commitment and
contingencies

(i) Environmental contingencies

The Company's activities are subject to environmental
regulation (including regular environmental impact assessments and permitting)
in each of the jurisdictions in which its mineral properties are located. Such
regulations cover a wide variety of matters including, without limitation,
prevention of waste, pollution and protection of the environment, labour
relations and worker safety. The Company may also be subject under such
regulations to clean-up costs and liability for toxic or hazardous substances
which may exist on or under any of its properties or which may be produced as a
result of its operations. It is likely that environmental legislation and
permitting will evolve in a manner which will require stricter standards and
enforcement. This may include increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a higher
degree of responsibility for companies, their directors and employees.

The Company has not determined and is not aware whether any
provision for such costs is required and is unable to determine the impact on
its financial position, if any, of environmental laws and regulations that may
be enacted in the future due to the uncertainty surrounding the form that these
laws and regulations may take.

(ii) Management contracts

At April 30, 2012, the Company was party to certain management
and consulting contracts. These contracts contain certain clauses requiring that
additional payments of up to $253,333 be made upon termination without cause or
as a result of the occurrence of certain events such as a change of control (see
note 22(ii)).

160

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                   
|--- | ------------------
|21. | Conversion to IFRS
|    |                   
|(i) | Overview          

As stated in significant accounting policies (note 2), these
are the Companys first annual consolidated financial statements prepared in
accordance with IFRS as issued by the IASB.

|(ii) | First-time adoption of
IFRS
|---- | ---------------------------

The adoption of IFRS requires the application of IFRS 1, which
provides guidance for an entitys initial adoption of IFRS. IFRS 1 generally
requires retrospective application of IFRS as effective at the end of its first
annual IFRS reporting period. However, IFRS 1 also provides certain optional
exemptions and mandatory exceptions to this retrospective treatment.

The Company has elected to apply the following optional
exemptions in its preparation of an opening IFRS statement of financial position
as at May 1, 2010.

- To apply IFRS 3 Business Combination only to past business combinations
  that occurred after the date of transition to IFRS (May 1, 2010).
- To apply IFRS 2 Share-based Payments only to equity instruments that were
  issued after November 7, 2002 and had not vested by the Transition Date.

IFRS 1 does not permit changes to estimates that have been made
previously. Accordingly, estimates used in the preparation of the Companys
opening IFRS statement of financial position as at the Transition Date are
consistent with those that were made under Canadian GAAP.

|(iii) | Changes to accounting
policies
|----- | ------------------------------

The Company has changed certain accounting policies to be
consistent with IFRS effective on April 30, 2012 (see note 2), the Companys
first annual IFRS reporting date. The changes to its accounting policies have
resulted in certain changes to the recognition and measurement of assets,
liabilities, equity, revenue and expenses within its financial statements.

The following summarizes the significant changes to the
Companys accounting policies on adoption of IFRS.

|(a) | Impairment of non-financial
assets
|--- | ----------------------------------

IFRS requires a write down of assets if the higher of the fair
market value and the value in use of a group of assets is less than its carrying
value. Value in use is determined using discounted estimated future cash flows.
Canadian GAAP requires a write down to estimated fair value only if the
undiscounted estimated future cash flows of a group of assets are less than its
carrying value.

The Company's accounting policies related to impairment of
non-financial assets have been changed to reflect these differences. There was
no material impact on the consolidated financial statements as at April 30,
2012.

161

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|      |                                                                 
|----- | ----------------------------------------------------------------
|21.   | Conversion to IFRS (continued)                                  
|      |                                                                 
|(iii) | Changes to accounting policies
      (continued)                
|      |                                                                 
|(b)   | Decommissioning Liabilities (Asset Retirement
      Obligations)

IFRS requires the recognition of a decommissioning liability
for legal or constructive obligations, while current Canadian GAAP only requires
the recognition of such liabilities for legal obligations. A constructive
obligation exists when an entity has created reasonable expectations that it
will take certain actions.

The Company's accounting policies related to decommissioning
liabilities have been changed to reflect these differences. There is no impact
on the consolidated financial statements as there was no legal or constructive
obligation on the Transition Date or as at April 30, 2011 or April 30, 2012.

|(c) | Income Taxes
|--- | ------------

Under Canadian GAAP, the Company had recognized deferred tax on
temporary differences arising on the acquisition of assets where the carrying
amount of the assets acquired exceeded the tax base.

IFRS provides for a specific exemption from recording a
deferred tax liability on initial recognition when the transaction is not a
business combination and at the time of the transaction, affects neither
accounting profit/loss nor tax profit/loss. As the acquisition of certain
interests in exploration properties meet the IFRS exemption criteria, the
recognition of deferred tax liabilities in relation to these assets acquired
under Canadian GAAP is reversed under IFRS.

|(iv) | Presentation
|---- | ------------

Certain amounts in the consolidated statements of financial
position, statements of loss and comprehensive loss and statements of cash flows
have been reclassified to conform to the presentation adopted under IFRS.

162

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                
|--- | ---------------------------------------------------------------
|21. | Conversion to IFRS (continued)                                 
|    |                                                                
|(v) | Reconciliation between IFRS and Canadian
      GAAP (continued)

The May 1, 2010 Canadian GAAP balance sheet has been reconciled
to IFRS as follows:

|                                                                                                 |   | May 1, 2010 |  
|------------------------------------------------------------------------------------------------ | - | ----------- | -
|                                                                                                 |   |             |  
|                                                                                                 |   |             |  
|                                                                                                 |   | Canadian    |  
|                                                                                                 |   | GAAP        |  
|                                                                                                 |   |             |  
|ASSETS                                                                                           |   |             |  
|                                                                                                 |   |             |  
|Current assets                                                                                   |   |             |  
|Cash and cash equivalents                                                                        | $ | 11,137,382  |  
|Amounts
      receivable and other assets                                                        |   | 130,342     |  
|Total current assets                                                                             |   | 11,267,724  |  
|                                                                                                 |   |             |  
|Interest in exploration properties and deferred exploration
      expenditures (note 21(iii)(c)) |   | 3,840,460   |  
|Equipment                                                                                        |   | 26,007      |  
|Total assets                                                                                     | $ | 15,134,191  |  
|                                                                                                 |   |             |  
|EQUITY AND LIABILITIES                                                                           |   |             |  
|                                                                                                 |   |             |  
|Current liabilities                                                                              |   |             |  
|Amounts payable
      and other liabilities                                                      | $ | 325,079     |  
|                                                                                                 |   |             |  
|Future income tax liability (note
      21(iii)(c))                                              |   | 424,189     |  
|Total liabilities                                                                                |   | 749,268     |  
|                                                                                                 |   |             |  
|Equity                                                                                           |   |             |  
|Share capital                                                                                    |   | 11,798,967  |  
|Reserves                                                                                         |   | 4,697,259   |  
|Accumulated deficit                                                                              |   | (2,111,303  | )
|Total equity                                                                                     |   | 14,384,923  |  
|Total equity and liabilities                                                                     | $ | 15,134,191  |  

163

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                
|--- | ---------------------------------------------------------------
|21. | Conversion to IFRS (continued)                                 
|    |                                                                
|(v) | Reconciliation between IFRS and Canadian
      GAAP (continued)

The April 30, 2011 Canadian GAAP balance sheet has been
reconciled to IFRS as follows:

|                                                                                                 |   | April 30, 2011 |  
|------------------------------------------------------------------------------------------------ | - | -------------- | -
|                                                                                                 |   |                |  
|                                                                                                 |   |                |  
|                                                                                                 |   | Canadian       |  
|                                                                                                 |   | GAAP           |  
|                                                                                                 |   |                |  
|ASSETS                                                                                           |   |                |  
|                                                                                                 |   |                |  
|Current assets                                                                                   |   |                |  
|Cash and cash equivalents                                                                        | $ | 22,870,894     |  
|Amounts
      receivable and other assets                                                        |   | 328,637        |  
|Available-for-sale investment                                                                    |   | 280,000        |  
|Total current assets                                                                             |   | 23,479,531     |  
|                                                                                                 |   |                |  
|Interest in exploration properties and
      deferred exploration expenditures (note 21(iii)(c)) |   | 7,659,047      |  
|Equipment                                                                                        |   | 42,902         |  
|Total assets                                                                                     | $ | 31,181,480     |  
|                                                                                                 |   |                |  
|EQUITY AND LIABILITIES                                                                           |   |                |  
|                                                                                                 |   |                |  
|Current liabilities                                                                              |   |                |  
|Amounts payable and other
      liabilities                                                      | $ | 1,046,868      |  
|                                                                                                 |   |                |  
|Equity                                                                                           |   |                |  
|Share capital                                                                                    |   | 31,364,501     |  
|Reserves                                                                                         |   | 7,999,728      |  
|Accumulated deficit
      (note 21(iii)(c))                                                      |   | (9,404,617     | )
|Accumulated other comprehensive income                                                           |   | 175,000        |  
|Total equity                                                                                     |   | 30,134,612     |  
|Total equity and liabilities                                                                     | $ | 31,181,480     |  

164

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                
|--- | ---------------------------------------------------------------
|21. | Conversion to IFRS (continued)                                 
|    |                                                                
|(v) | Reconciliation between IFRS and Canadian
      GAAP (continued)

The Canadian GAAP statement of loss and comprehensive loss for
the year ended April 30, 2011 has been reconciled to IFRS as follows:

|                                                                               |   | Year ended April 30, 2011 |  
|------------------------------------------------------------------------------ | - | ------------------------- | -
|                                                                               |   |                           |  
|                                                                               |   |                           |  
|                                                                               |   | Canadian                  |  
|                                                                               |   | GAAP                      |  
|                                                                               |   |                           |  
|Operating expenses                                                             |   |                           |  
|General and administrative                                                     | $ | 3,307,037                 |  
|Total general and administrative expenses                                      |   | (3,307,037                | )
|Interest income (expense)                                                      |   | 153,566                   |  
|Foreign exchange
      gain                                                    |   | (6,998                    | )
|Net loss before tax                                                            |   | (3,160,469                | )
|Future income
      tax recovery (note 21(iii)(c))                             |   | 449,189                   |  
|Net loss from continuing operations                                            |   | (2,711,280                | )
|Net loss from discontinued operation
      (note 21(iii)(c))                   |   | (4,582,034                | )
|Net loss for the year                                                          |   | (7,293,314                | )
|                                                                               |   |                           |  
|Net loss from continuing operations                                            |   | (2,711,280                | )
|Unrealized gain
      on available-for-sale securities, net of tax of $25,000  |   | 175,000                   |  
|Net loss and comprehensive loss for the year from
      continuing operations  |   | (2,536,280                | )
|Net loss and comprehensive loss for the
      year from discontinued operation |   | (4,582,034                | )
|Net comprehensive loss for the year                                            | $ | (7,118,314                | )
|Basic and diluted net loss per
      share:                                    |   |                           |  
|-
      continuing operations                                                  | $ | (0.08                     | )
|-
      discontinued operation                                                 | $ | (0.13                     | )
|-
      total                                                                  | $ | (0.20                     | )

165

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                                                                
|--- | ---------------------------------------------------------------
|21. | Conversion to IFRS (continued)                                 
|    |                                                                
|(v) | Reconciliation between IFRS and Canadian
      GAAP (continued)

The Canadian GAAP statement of cash flows for the year ended
April 30, 2011 has been reconciled to IFRS as follows:

|                                                     |   | Year ended April 30, 2011 |  
|---------------------------------------------------- | - | ------------------------- | -
|                                                     |   |                           |  
|                                                     |   |                           |  
|                                                     |   | Canadian                  |  
|                                                     |   | GAAP                      |  
|                                                     |   |                           |  
|Operating activities                                 |   |                           |  
|Net loss for the year from continuing operations     | $ | (2,711,280                | )
|Adjustment for:                                      |   |                           |  
|Amortization                                         |   | 3,606                     |  
|Shares-based
      payments                          |   | 1,352,186                 |  
|Future income tax recovery (note
      21 (iii) (c)) |   | (449,189                  | )
|Non-cash working capital items:                      |   |                           |  
|Amounts receivable and other
      assets            |   | (215,935                  | )
|Amounts payable
      and other liabilities          |   | (50,356                   | )
|Cash flow from discontinued operation                |   | (65,051                   | )
|Net cash used in operating
      activities          |   | (2,136,019                | )
|Investing activities                                 |   |                           |  
|Expenditures on
      exploration properties         |   | (1,034,826                | )
|Option payment received                              |   | 20,000                    |  
|Additions to
      equipments                        |   | (21,747                   | )
|Cash flow from discontinued
      operation          |   | (1,434,713                | )
|Net cash used in investing
      activities          |   | (2,471,286                | )
|Financing activities                                 |   |                           |  
|Issue of
      securities                            |   | 17,702,600                |  
|Share issue costs                                    |   | (1,361,783                | )
|Net cash provided by financing
      activities      |   | 16,340,817                |  
|Net change in cash and cash equivalents              |   | 11,733,512                |  
|Cash and cash equivalents, beginning of
      year   |   | 11,137,382                |  
|Cash and cash equivalents, end of year               | $ | 22,870,894                |  

166

---

|Bridgeport Ventures Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|Years Ended April 30, 2012 and 2011           
|(Expressed in
      Canadian dollars)         

|    |                  
|--- | -----------------
|22. | Subsequent events

(i) June 28, 2012, the Company entered into a non-binding
letter of intent that sets forth the basic terms of the proposed acquisition
(the Transaction) by Bridgeport of Premier Gold Mines Limiteds wholly-owned
subsidiary, Premier Royalty Corporation (Premier Royalty).

Pursuant to the Transaction, Bridgeport will issue shares to
Premier Gold Mines Limited ("Premier Gold") in such amount as is equal to 60% of
the issued and outstanding shares of Bridgeport (prior to giving effect to any
convertible securities or instruments). Bridgeport will also issue warrants to
its existing shareholders on the basis of 0.375 of a warrant for each common
share of Bridgeport held by such shareholders. Each whole warrant (a Bridgeport
Warrant) will be exercisable at a price of $0.50 for a period commencing on the
date that is six months following the completion of the Transaction and ending
on the date that is four years following completion of the Transaction, subject
to early expiry upon the occurrence of certain events.

Premier Gold has previously provided a bridge loan facility to
Premier Royalty in connection with the acquisition by Premier Royalty of certain
royalties. In addition to stipulated cash payback provisions, Premier Gold will
be granted a one-time right in its sole discretion to convert all or a portion
of the bridge loan into units of Bridgeport, each such unit consisting of one
common share of Bridgeport and 0.375 of a Bridgeport Warrant. In addition,
Premier Gold will receive 616,400 Bridgeport Warrants, and convertible securities of Premier Royalty granted to certain vendors of royalty
interests will convert into common shares or warrants of Bridgeport in
connection with the Transaction.

Premier Gold shall have the right to rename Bridgeport and set
its new management team upon completion of the Transaction. Bridgeport shall be
entitled to two seats on the resulting Board of Directors.

On July 10, 2012, Premier Gold announced the closing of a
private placement (the Financing) by its wholly-owned subsidiary, Premier
Royalty, of an aggregate $11,500,000.00 principal amount of convertible
debentures of Premier Royalty, which accrue interest at a rate of 8% per annum.
The convertible debentures mature on May 31, 2013 unless, among other things,
they are automatically converted as a result of the occurrence of a going public
transaction by Premier Royalty, including the closing of the Transaction. If the
Transaction is completed, the convertible debentures will convert into
Bridgeport units. Each unit will consist of one common share of Bridgeport and
0.375 of a Bridgeport warrant, which warrants will have the same terms as the
Bridgeport Warrants discussed above. The proceeds will be used for royalty
acquisitions and working capital.

In addition, in
connection with the Transaction, the common shares of Bridgeport will be
consolidated on such basis as is determined at the time of the definitive
agreement. The dollar figures and amounts referenced above do not give effect to
the consolidation. The options and existing warrants of Bridgeport will also be
adjusted to reflect the consolidation of Bridgeport shares and the distribution
of Bridgeport Warrants.

The Transaction is subject to, among other things, the
negotiation and execution of a definitive binding agreement (the Definitive
Agreement), approval of the board of directors of each of Premier Gold and
Bridgeport, approval of Bridgeports shareholders, regulatory approvals,
including approval of the TSX, completion of due diligence and the entering into of support and lock-up
agreements by Bridgeports directors and officers. Premier Gold and Bridgeport
have agreed to deal exclusively with each other until July 31, 2012. It is
anticipated that the Definitive Agreement will be executed in the near future. Further details will be announced upon the entering into of the
Definitive Agreement. CIBC World Markets Inc. is acting as financial advisor to
Premier Gold and Premier Royalty in connection with the Transaction and PowerOne
Capital Markets Limited is acting as financial advisor to Bridgeport in
connection with the Transaction.

(ii) Subsequent to April 30, 2012, the Company made termination
payments in the amount of $253,333 pursuant to management and consulting
contracts described in note 20(ii). Effective June 1, 2012, the Chief Executive
Officer will commit a minimum 50% of her time towards her duties.

167

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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)                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                 
|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)

168

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|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)                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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)                                                                                                                                                                     

169

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|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 filed with
      the Commission on July 25, 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 filed with
      the Commission on July 25, 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 filed
      with the Commission on July 25, 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 filed with
      the Commission on July 25, 2011)                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.27 | Amending Letter Agreement related to the McCart Property
      dated August 17, 2011 between the Corporation and Gondwana Gold                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.28 | Description of Employment Arrangement dated May 17, 2012
      between the Corporation and Shastri Ramnath.                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.1  | List of Subsidiaries of the Corporation                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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.                                                                                                                                                                                                                                                                                                                                                                                           

170

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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 

171

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