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NORONT RESOURCES LTD.

CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2008 AND 2007

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Noront Resources Ltd. were prepared by management in accordance with Canadian generally accepted accounting principles. Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in note 2 to the consolidated financial statements.

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

The Board of Directors is responsible for ensuring that management fulfills its financial reporting responsibilities and for reviewing and approving the consolidated financial statements together with other financial information. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the internal controls over the financial reporting process and the 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 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.

Noront Resources Ltd. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN CANADIAN DOLLARS)

Going concern (Note 1) Subsequent events (Note 14)

Approved by the Board:

(signed) "R.E. Nemis" (signed) "N. Novak"

Director Director

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

-1

Noront Resources Ltd.
CONSOLIDATED STATEMENTS OF DEFERRED EXPLORATION EXPENDITURES
(EXPRESSED IN CANADIAN DOLLARS)

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

-2

Noront Resources Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN CANADIAN DOLLARS)

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

-3

Noront Resources Ltd.
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
(EXPRESSED IN CANADIAN DOLLARS)

For the year ended April 30, 2008

Net loss $ (2,298,463)
Other comprehensive loss
Change in unrealized gains/losses on available-for-sale marketable securities, net of taxes (892,481)Total other comprehensive loss $ (3,190,944)

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

-4

Noront Resources Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN CANADIAN DOLLARS)

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

-5

Noront Resources Ltd.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(EXPRESSED IN CANADIAN DOLLARS)

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

-6

Noront Resources Ltd.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)
(EXPRESSED IN CANADIAN DOLLARS)

For the years ended April 30 2008

2007

Accumulated Other Comprehensive Loss Balance at beginning of year $-$-Cumulative transition adjustment** 629,000 -Change in unrealized gains/losses on available-for-sale marketable

securities, net of taxes (892,481) -

Balance at end of year $ (263,481) $

Total Shareholders' Equity, End of Year $ 79,910,371 $ 20,511,363

** Transition adjustment relates to the adoption of the new accounting standards pertaining to financial instruments; see note 2b(2(i)) for details.

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

-7

1. NATURE OF BUSINESS

Noront Resources Ltd. (the "Company" or "Noront") is a tier 2 junior resource company involved in the acquisition, exploration and development of properties for the mining of precious and base metals in Canada, Mexico, Hungary and China, and is currently active with exploration projects in the "Ring of Fire" area in James Bay Lowlands, Northeastern Ontario, and in Quebec and New Brunswick. The Company’s strategy is to concentrate its efforts primarily on its most advanced projects and to option its early-stage projects on favourable terms.

These consolidated financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company has not yet determined whether its resource assets contain reserves that are economically recoverable. The recoverability of the carrying values of exploration properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and future profitable production therefrom, 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.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles and reflect the following policies:

Principles of Consolidation

These consolidated financial statements include the accounts of Noront Resources Ltd. ("the Company") and its wholly-owned subsidiaries, Billiken Syndicate Inc. ("Billiken") and BaoTou Noront Mineral Development Co. Ltd. ("BaoTou") in China. All significant intercompany balances and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents

The Company considers cash equivalents to be cash and short term investments with original maturities of three months or less.

Equipment

Equipment is recorded at cost. Amortization is provided over the related assets' estimated useful lives using the following methods and annual rates:

Truck 30% declining balanceEquipment 20 to 100% declining balanceFurniture and fixtures 100% declining balanceComputer equipment 30% declining balanceLeasehold improvements 5 years straight-line

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mining Properties and Deferred Exploration Expenditures

Mining property acquisition costs and related exploration expenditures are capitalized in the accounts and are to be amortized when production is attained or the balance thereof written off should the property be disproven by exploration or abandoned. These assets are recorded at cost and are not intended to represent present or future value. Recoverability of these assets is dependent, among other things upon: the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete exploration and development, and upon future profitable production or proceeds from disposition of such properties.

On an annual basis, the Company reviews the carrying value of deferred mining property acquisition and exploration expenditures to assess whether there has been an impairment in value. The Company recognizes write-downs for impairment where the carrying value of the mining property exceeds its estimated long term net recoverable value. Recoverable value is estimated based upon current exploration results and upon management's assessment of the future probability of positive cash flows from the property or from the sale of the property.

Remediation Provision

Obligations associated with the retirement of tangible long-lived assets are recorded as liabilities when those obligations are incurred, with the amount of the liability initially measured at fair value. These obligations are capitalized in the accounts of the related long-lived assets and are amortized over the useful lives of the related assets. It is possible that the Company's estimates of its ultimate asset remediation obligations could change as a result of changes in regulations, the extent of environmental remediation required and the means of reclamation or costs estimates. Changes in estimates are accounted for prospectively from the period these estimates are revised.

Revenue Recognition

Interest income is recognized as it is earned and where a reasonable expectation of collection exists.

Environmental Expenditures

The operations of the Company are subject to regulations governing the environment, including future site removal and reclamation costs for mining properties. The Company's policy is to meet the standards set by regulations and the Company incurs expenditures to comply with them. At April 30, 2008, the Company has accrued a remediation provision related to the Windfall Lake project (Note 4). To date, no other environmental obligations that would have a material effect on the operations of the Company have been identified.

Joint Ventures

A portion of the Company's exploration activities is conducted jointly with others whereas the Company enters into agreements that provide for specified percentage interests in mining properties. Joint venture accounting, which reflects the Company's proportionate interest in mining properties is applied by the Company only when commercial feasibility is established and the parties enter into formal comprehensive agreements for ownership and mining participation terms.

Flow-through Shares

The Company has financed a portion of its exploration activities through the issuance of flow-through shares. Under the terms of the flow-through share agreements, the tax attributes of the related expenditures are renounced to subscribers. To recognize the foregone tax benefits to the Company, the carrying value of the shares issued is reduced by the tax effect of the tax benefits renounced to subscribers. The foregone tax benefit is recognized at the time of renouncement provided there is reasonable assurance that the expenditures will be incurred.

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Common Share

The basic earnings (loss) per share is calculated based upon the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share is computed using the treasury stock method. Stock options and warrants outstanding are not included in the computation of diluted earnings (loss) per share if their inclusion would be anti-dilutive.

Stock-based Compensation Plans

The Company has in effect a Stock Option Plan ("the Plan"), which is described in note 7. Stock options awarded to non-employees and employees are accounted for at fair value. Fair value is calculated using the Black-Scholes model with the assumptions described in note 7. Consideration paid on the exercise of stock options is credited to share capital together with any accumulated contributed surplus.

Income Taxes

The Company accounts for income taxes using the asset and liability method of accounting. Under this method, future income tax assets and future income tax liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The future benefits of income tax assets including unused tax losses, are recognized subject to a valuation allowance, to the extent that it is more likely than not that such losses will be ultimately utilized. These future income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.

Measurement Uncertainty

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

The Black-Scholes option valuation model used by the Company to determine fair values, was developed for use in estimating the fair value of freely traded options. This model requires input of highly subjective assumptions including future stock volatility and expected time until exercise. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing model does not necessarily provide a reliable single measure of the fair value of the Company's stock options granted during the year.

Accounting Changes

In July 2006, the Accounting Standards Board ("AcSB") issued a replacement of The Canadian Institute of Chartered Accountants' Handbook ("CICA Handbook") Section 1506, Accounting Changes. The new standard allows for voluntary changes in accounting policy only when they result in the financial statements providing reliable and more relevant information, requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and calls for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. The impact that the adoption of Section 1506 will have on the Company's results of operations and financial condition will depend on the nature of future accounting changes.

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Policy Choice for Transaction Costs

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective October 31, 2007 and EIC-166 requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments - Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments are currently required.

Financial Instruments, Comprehensive Income and Hedges

(a) On May 1, 2007, the Company adopted CICA Handbook Sections 1530, Comprehensive Income, Section 3251 Equity, Section 3855, Financial Instruments - Recognition and Measurement, Section 3861, Financial Instruments - Disclosure and Presentation and Section 3865, Hedges. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with Canadian generally accepted accounting principles.

Section 3861 establishes standards for presentation of financial instruments and non-financial derivatives, and identifies the information that should be disclosed about them. Under the new standards, policies followed for periods prior to the effective date generally are not reversed and therefore, the comparative figures have not been restated except for the requirement to restate currency translation adjustments as part of other comprehensive income. Section 3865 describes when and how hedge accounting can be applied as well as the disclosure requirements. Hedge accounting enables the recording of gains, losses, revenues and expenses from derivative financial instruments in the same period as for those related to the hedged item.

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

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments, Comprehensive Income and Hedges (Continued)

(b) The primary impact on the consolidated financial statements resulting from the adoption of sections 1530 and 3855 is as follows:

(1)

The Company’s marketable securities are classified as “available-for-sale” and are measured at fair value. Changes in fair value are recognized in other comprehensive income until their disposition, at which time they are transferred to net income. Investments in securities having quoted market values and which are publicly traded on a recognized securities exchange and for which no sales restrictions apply are recorded at values based on the current bid prices. The Company's accounts receivable, are classified as loans receivable and are recorded at amortized cost. The Company's accounts payable and accrued liabilities, and advances from joint venture participants are classified as loans payable and are also recorded at amortized cost. The Company’s investments in equity securities that do not have a quoted market price in an active market are measured at cost.

(2)

The Company has recorded the following transition adjustments in its consolidated financial statements as at May 1, 2007 resulting from the adoption of sections 1530 and 3855:

i) an increase of $629,000 representing a fair value adjustment to the value of marketable securities;

ii)an increase in accumulated other comprehensive income of $629,000, representing the fair value adjustment to the value of marketable securities, net of taxes of $113,597 and a recovery of non-capital loss carryforwards amounting to $113,597.

(3) The Company has evaluated the impact of sections 3865 and 3861 on its consolidated financial statements and determined that no adjustments are currently required.

Future Accounting Changes

Capital Disclosures and Financial Instruments – Disclosures and Presentation

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial Instruments – Presentation. These new standards are effective for interim and annual financial statements for the Company's reporting period beginning on May 1, 2008.

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments — Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

The Company is currently assessing the impact of these new accounting standards on its consolidated financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Future Accounting Changes (Continued)

International Financial Reporting Standards (“IFRS”)

In January 2006, the CICA’s Accounting Standards Board ("AcSB") formally adopted the strategy of replacing Canadian generally accepted accounting principles with IFRS for Canadian enterprises with public accountability. The current conversion timetable calls for financial reporting under IFRS for accounting periods commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in 2011 for publicly accountable profit oriented enterprises. For these entities, IFRS will be required for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently assessing the impact of IFRS on its consolidated financial statements.

Goodwill and Intangible Assets

In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets which replaces the existing Handbook Sections 3062, Goodwill and Other Intangible Assets and 3450 Research and Development Costs. This standard is effective for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008, with earlier application encouraged. The standard provides guidance on the recognition, measurement and disclosure requirements for goodwill and intangible assets. The Company is currently assessing the impact of this new accounting standard on its consolidated financial statements.

3. EQUIPMENT

Accumulated Net Book April 30, 2008 Cost Amortization Value

Equipment $ 6,298 $ 5,439 $ 859 Furniture and fixtures 22,385 16,207 6,178 Computer equipment 15,506 3,049 12,457 Leasehold improvements 6,334 1,267 5,067

$ 50,523 $ 25,962 $ 24,561 4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES

As at April 30, 2008, the Company's projects consist of:

Deferred Mining Exploration Properties Expenditures

a) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario

100% interest in 178 claims with 2 claims subject to net

smelter return ("NSR") of 1%. $ 976,097 $ 13,922,951

b) Windfall Lake, Urban Township, Quebec 100% interest in 90 claims. 856,097 6,916,176

c) Volcan Copper Mine, Mexico

Option to earn a 100% interest in the Volcan 1 copper-

nickel property. 332,665 86,645

d) El Verde, Mexico

100% interest in the El Verde zinc, copper and silver

property, subject to a 1.5% NSR.437,839 167,446

e) Iron Lake, Ontario

Option to earn up to 80% of a 97 leased claim grid units in

Kating & Killins Township in northern Ontario. 10,310 62,417

f) Escondida Project, Mexico

100% interest in the Escondida property

located in the state of Sonora, Mexico, subject to a 2% NSR. 269,398 87,926

g) Lizar Project, Ontario

Option to earn up to a 60% interest in the property consisting

of 504 claim units or 81 square kilometres, situated in

Northern Ontario. -641,505

h) Garden Island, Quebec

25% interest in the Garden Island gold-base metal property

with an option to earn a further 8.33% located near Val d'Or

Quebec. -336,859

TOTAL EXPENDITURES, APRIL 30, 2008$ 2,882,406 $ 22,221,925

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

As at April 30, 2007, the Company's projects consisted of:

Deferred Mining Exploration Properties Expenditures

a) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario 50% interest in 34 claims with 10 claims subject to net smelter return ("NSR") of 0.752% $ 119,339 $ 191,020

b) Windfall Lake, Urban Township, Quebec 100% interest in 90 claims 845,625 2,351,010

c) Bautou City, Peoples Republic of China 100% interest in a copper, gold, and silver property located in an area of Inner Mongolia Autonomous Region of China -84,335

d) Burnt Hill Tungsten, New Brunswick 100% interest in 51 claims -70,285

e) North Williams, Larder Lake District, Ontario Option to earn 100% interest in 5 claims, subject to a 2% NSR 33,894 62,745

f) Volcan Copper Mine, Mexico Option to earn a 100% interest in the Volcan 1 copper-nickel property 106,683 62,779

g) Hunters Point Project, Quebec

Option to earn up to a 100% interest in Globex's Hunters

Point properties which encompass 6 project s over 763

hectares, subject to a 2% gross metal royalty123,750 107,088

h) El Verde, Mexico 100% interest in the El Verde zinc, copper and silver property, subject to a 1.5% NSR. 122,839 136,181

i) Mid-Matra, Hungary Option to earn 75% interest, in turn optioned out by the Company to Znco in exchange for common shares and certain expenditure commitments. 5,000 6,958

j) Lawson Township project, Ontario

Option to earn up to 100% interest on 6 claims, subject to

a 2% NSR. 22,670

TOTAL EXPENDITURES, APRIL 30, 2007$ 1,379,800 $ 3,072,401

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(i) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario

a) During the year, the Company entered into an option agreement with Condor Diamond Corp. and Greenstone Exploration Company Ltd. (Condor/Greenstone) to acquire two claims consisting of 8 units adjoining the Company’s Double Eagle project on the following terms:

The Company agreed to issue 175,000 shares (issued; assigned a fair value of $105,000) and complete, during the calendar year 2007, a minimum of one diamond drill hole to test several highly rated airborne geophysical targets established on the claim group and confirmed by ground geophysics after which it will have earned an undivided 50% interest on the claims, and further have the right during the second year of the agreement, to earn the balance 50% upon the issuance of a further 225,000 common shares of the Company (issued; assigned a fair value of $1,181,250). Accordingly, as at April 30, 2008, the Company has earned a 100% interest these claims, with Condor/Greenstone retaining a 1% net smelter royalty which may be purchased by the Company at any time upon payment of the sum of $500,000 and/or at the Company’s option, issuance of an equivalent number of common shares of the Company.

b) On November 1, 2007, WSR Gold Inc. (“WSR”) and Noront entered into an option agreement pursuant to which WSR has been granted the option to acquire a 50% legal and beneficial interest in a property. The area will include 15 Claim Blocks, approximately 4,400 hectares (9,600 acres) in the “Ring of Fire”, near Noront’s nickle copper discovery.

In order to acquire its interest in the property, WSR is required to:

1. Issue to Noront an aggregate of 400,000 common shares on both parties receiving all required approvals including TSX Venture Exchange and Board of Directors approval of the Option Agreement;

2. Incur aggregate exploration expenditures on the property of $5,000,000 over a three year period (of which $1,500,000 must be expended in the first year);

3. Make cash payments to Noront totaling $400,000 within two years of receiving the above noted approvals of the Option Agreement (of which $200,000 must be paid in the first year, and any portion of the aggregate of $400,000 may be satisfied at the option of Noront, by the issuance to Noront of up to 800,000 common shares of WSR at a deemed price of $0.50 per share).

Upon WSR earning its 50% interest in the property, WSR and Noront shall form a joint management committee to further develop the property and Noront shall act as Operator.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(i) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario(Continued)

c) On December 11, 2007, Noront, Baltic Resources Inc. (“Baltic”) and Temex Resources Corp. (“Temex") announced that they had completed a significant land acquisition campaign in the "Ring of Fire". The new properties, located in the general area of Noront’s Double Eagle Ni-Cu-PGE discovery, were acquired by Temex on behalf of Noront, Temex, and Baltic collectively the Staking Syndicate (“Staking Syndicate”). A total of 120 mining claims comprising 1900 claim units totaling 76,000 acres (the “Claims”) were acquired on behalf of the Staking Syndicate.

Subsequent to the staking campaign, Noront, Temex, and Baltic entered into a binding Letter of Agreement whereby each party has agreed to grant the other two parties a 100% interest in one third of the total claims staked, with each of the parties retaining a 1% Net Smelter Returns (“NSR”) royalty in the claims granted to the other parties. Therefore each party has a 100% interest in one third of the claim units and a 1% NSR royalty in two thirds of the claim units. Temex acted as operator of the Staking Syndicate.

d) On January 3, 2008 Southampton Ventures Inc. (TSXV: SV) (“Southampton”) and the Company entered into an option agreement pursuant to which Southampton has been granted the option to acquire a 50% legal and beneficial interest in 12 claim blocks (covering a total of 168 units or approximately 6,720 acres) in the “Ring of Fire”, approximately 25 km. northeast of the Company's Eagle One discovery.

In order to acquire its interest in the property, Southampton is required to:

1. At Southampton’s option, make a payment to the Company of $200,000 or issue to the Company an aggregate of 266,667 common shares of Southampton, on both parties receiving all required approvals, including any TSX Venture Exchange approval and Board of Directors approval of the Option Agreement (approval and 266,667 common shares received subsequent to period end);

2. Incur aggregate exploration expenditures on the property of $3,500,000 over a three year period (of which $1,000,000 must be expended in the first year);

3. Make total cash payments to the Company totaling $400,000 within two years of receiving the above noted approvals of the option agreement (of which $200,000 must be paid in the first year, and any portion of the aggregate of $400,000 may be satisfied at the option of the Company, by the issuance to the Company of up to 533,334 common shares of Southampton at a deemed price of $0.75 per share).

Upon Southampton earning its 50% interest in the property, Southampton and the Company shall form a joint management committee to further develop the property as a joint venture with the Company continuing to act as the operator.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(i) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario(Continued)

e) On January 15, 2008, the Company entered into an option agreement with Seafield Resources Ltd. (TSXV: SFF) (“Seafield”) pursuant to which Seafield has been granted the option to acquire a 50% legal and beneficial interest in 6 claim blocks, (covering a total of 96 claim units or approximately 3,840 acres). The property is located in the “Ring of Fire”, some 60 km north of the Company's Eagle One copper-nickel-PGE discovery. In addition to the September 2007 discovery, exploration in the McFauld’s Lake and surrounding "Ring of Fire" area in recent years has identified significant base metal massive sulphide deposits as well as occurrences of diamonds and gold mineralization.

In order to acquire its interest in the property, Seafield is required to:

1. Make an initial payment to the Company of $120,000 or issue to the Company an aggregate of 342,857 common shares of Seafield, on both parties receiving all required approvals, including any TSX Venture Exchange approval and Board of Directors approval of the Option Agreement; (approvals and 342,857 common shares received subsequent to period end)

2. Incur aggregate exploration expenditures on the property of $2,100,000 over a three year period (of which $600,000 must be expended in the first year);

3. Make total cash payments to the Company of $240,000 within two years of receiving the above noted approvals of the option agreement (of which $120,000 must be paid by the first anniversary, and any portion of the aggregate of $240,000 may be satisfied at the option of Noront, by the issuance to Noront of up to 685,714 common shares of Seafield at a deemed price of $0.35 per share).

Upon Seafield earning its 50% interest in the property, Seafield and Noront shall form a joint management committee to further develop the property as a joint venture with Noront continuing to act as the operator.

f) On February 4, 2008, the Company announced that it had entered into an option agreement with Lund Gold Ltd. (TSX-V: LGD) ("Lund") pursuant to which Lund has been granted the option to acquire a 50% legal and beneficial interest in 13 claim blocks covering a total of 169 units in the "Ring of Fire", near the Company’s nickel copper discovery.

In order to acquire its interest in the property, Lund is required to:

1. Issue to the Company an aggregate of 400,000 common shares of Lund, on both parties receiving all required approvals, including any TSX Venture Exchange approval and Board of Directors approval of the Option Agreement;

2. Incur aggregate exploration expenditures on the property of $3,500,000 over a three year period (of which $1,000,000 is firm for the first year);

3. Make total cash payments to the Company totaling $400,000 within two years of receiving the above noted approvals of the Option Agreement (of which $200,000 must be paid in the first year, and any portion of the aggregate of $400,000 may be satisfied at the option of the Company, by the issuance to the Company of up to 1,600,000 common shares of Lund at a deemed price of $0.25 per share).

Upon Lund’s earning its 50% interest in the property, Lund and the Company shall form a joint management committee to further develop the property as a joint venture with the Company continuing to act as the operator.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(i) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario(Continued)

g) On February 5, 2008, the Company announced that it had entered into an option agreement with Intrinsic Minerals Ltd. ("Intrinsic") pursuant to which Intrinsic has been granted an option to acquire a 50% legal and beneficial interest in a property consisting of 9 claim blocks (covering a total of 144 claim units) along the "Ring of Fire".

To earn and maintain its interest in the property, Intrinsic is required to:

1. Pay to the Company a sum of $180,000 consisting of $90,000 in cash and 180,000 common shares of Intrinsic;

2. Fund $3,150,000 of exploration expenditures on the property over a three year period (of which $900,000 must be incurred in the first year); and

3. Make additional aggregate cash payments to the Company of $360,000 within two years of entering into the option agreement. The cash payments may be satisfied, at the option of the Company through the issuance to the Company of 720,000 common shares of Intrinsic.

Upon Intrinsic earning its 50% interest in the property, Intrinsic and the Company shall form a joint management committee to further develop the property as a joint venture with the Company acting as the operator.

h) On February 11, 2008, the Company announced it had entered into a second option agreement with Intrinsic Minerals Ltd. ("Intrinsic"), pursuant to which Intrinsic had been granted an option to acquire a 50% legal and beneficial interest in 2 properties consisting of a total of 17 claim blocks (covering a total of 212 claim units) for a total area of 3,392 hectares along the "Ring of Fire".

To earn and maintain its interest in the property, Intrinsic is required to:

1. Pay to Noront a sum of $260,000 payable in the form of 520,000 common shares of Intrinsic;

2. Fund $4,550,000 of exploration expenditures on the property over a three year period (of which $1,300,000 must be incurred in the first year); and

3. Make additional aggregate cash payments to Noront of $520,000 within two years of entering into the option agreement. The cash payments may be satisfied, at the option of Noront, through the issuance to Noront of 1,040,000 common shares of Intrinsic.

Upon Intrinsic earning its 50% interest in the property, Intrinsic and Noront shall form a joint management committee to further develop the property as a joint venture with Noront acting as the operator.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(i) Double Eagle Property - "Ring of Fire", James Bay Lowlands, Northeastern Ontario(Continued)

i) On April 8, 2008, the Company announced it had entered into an option agreement with Bold Ventures Inc. ("Bold") pursuant to which Bold has been granted the option to acquire a 50% legal and beneficial interest in 6 claim blocks covering a total of 3800 acres strategically located on the "Ring of Fire", approximately 30 km north of Noront’s Eagle One nickel, copper, PGM discovery.

In order to acquire its interest in the property, Bold is required to:

1. Make an initial payment to Noront of $120,000 or issue to Noront a total of 240,000 common shares of Bold, on both parties receiving all required approvals, including any TSX Venture Exchange approval and board of director approval of the option agreement;

2. Incur total exploration expenditures on the property of $2.1 million over a three year period (of which $600,000 must be expended in the first year);

3. Make total cash payments to Noront of $240,000 within two years of receiving the above-noted approvals of the option agreement (of which $120,000 must be paid by the first anniversary, and any portion of the total of $240,000 may be satisfied at the option of Noront, by the issuance of to Noront of up to 480,000 common shares of Bold at a deemed price of $0.50 per share).

Upon Bold earning its 50% interest in the property, Bold and Noront shall form a joint management committee to further develop the property as a joint venture, with Noront continuing to act as the operator.

(ii) Windfall Lake, Urban Township, Quebec

On January 31, 2007, the Company entered into an option agreement with Murgor Resources and Freewest Resources Canada Inc. ("Murgor/Freewest") whereby the Company can earn an interest in Murgor/Freewest's Windfall Lake project comprised of 29 claims adjoining to the north and northeast of Noront's 100% owned Windfall Lake project. Under the agreement, Noront agreed to issue, subject to all regulatory approvals, 750,000 common shares in aggregate (issued) (valued at $487,500), of Noront and further match Murgor/Freewest's total exploration dollars spent by them on the project over the past several years, estimated to be approximately $4 million over three years, in order to earn a participating 50% interest in the claims.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(iii) Volcan Copper Mine, Mexico

On December 15, 2005, the Company entered into an Option Agreement for the acquisition of a 100% interest in the Volcan 1 Copper-Nickel property located in the sate of Baja California South, on the west coast of Mexico. The terms of the agreement are as follows: To pay the sum of $10,000 USD (paid) and issue 100,000 common shares (issued) (valued at $25,000) upon execution of the option agreement. Thereafter at the Company's option, to pay on the first anniversary of the agreement a further sum of $10,000 USD and issue a further 100,000 common shares and again at the Company's option, make a final payment on the second anniversary of $50,000 USD and issue 150,000 shares to earn a 100% interest in the property. The Optioners shall retain a 2% NSR of which the Company retains the right to purchase back 1% of the NSR for $1 million USD.

In November 2007, the Company successfully renegotiated the terms of the underlying option agreement for the Volcan Copper Mine property. The amended agreement calls for a one time stock payment of 40,000 shares (issued) in exchange for a 100% interest in the project subject to a 2% NSR. Half of the NSR or 1% may be purchased at any time for $1 million US.

(iv) El Verde Project, Mexico

On November 23, 2006, Noront announced that it has entered into an Option Agreement with a Mexican National (Optionor) for the acquisition of a 100% interest in the “El Verde” zinc, copper, silver property located approximately 26 km north-northwest of the town of Choix in Sinaloa State, Mexico. The El Verde property consists of 305.28 hectares (696 acres).

The agreement calls for a series of cash payments totalling $745,000US, the issuance of common shares of the Company totalling 650,000 and exploration expenses totalling $600,000 as follows: Payment of the sum of $35,000 US (paid) and issuance of 250,000 common shares (issued) of Company upon execution of the option agreement and thereafter at the Company’s option issue a further 200,000 common shares within 6 months from the date of the agreement and issue a final 200,000 shares within 12 months from the date of the option agreement. In connection with this Option Agreement the Company paid a finder’s fee, in stock, to an arm’s length Corporation, and has now issued 150,000 common shares as sole consideration for all services performed by the Finder.

The Optionor it was agreed shall retain a 1.5% Net Smelter Return (NSR) over the project with the Company retaining the right at any time in whole or in part to purchase two-thirds of the NSR for $1.5 million. The Company also retains the right of first refusal for the purchase of the Optionors remaining 0.5% NSR.

In November 2007, the Company successfully renegotiated the terms of the underlying option agreement for the El Verde project in Mexico.

The original agreement called for payments totaling $745,000 US, 650,000 shares and work costs of at least $600,000 on or before November 10, 2010. By executing these payments and performing the required work programs Noront would earn a 100% interest in the claims subject to a 1.5% NSR. Noront would have the right to purchase 2/3 of the NSR or 1% at any time by paying $1.5 million US.

The amended agreement calls for a one time payment of 60,000 shares (issued) in exchange for a 100% interest in the claims subject to a 1.5% NSR. Two thirds of the NSR or 1% may be purchased at any time by Noront for $1.5 million US.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(v) Iron Lake Project, Ontario

In July 2007, the Company entered into a Letter of Intent covering the optioning of a 97 leased claim grid units in Kating & Killins Township, located within the District of Algoma, northern Ontario. The agreement calls for payment of $5,000 to the Optionors and expenditures including all lease payments of $50,000 during the first year of the agreement, which will earn the Company an 80% interest in the claim group.

An optional second payment of a further $10,000 to the Optionor during the second year of the agreement will earn the Company the balance of the interest in the claim group (100%).

(vi) Escondida Project, Mexico

In May 2007, the Company entered into an option agreement to acquire a 100% interest in the Escondida property located in the state of Sonora, Mexico. The agreement calls for a series of cash payments over three years totalling $175,000US and the issuance of 300,000 common shares of the Company over the same period (50,000 issued to date; assigned a fair value of $33,500). The optioners will retain a 2% Net Smelter Return (NSR) on the project which the Company as optionee has the right to purchase back at any time for $500,000US for each one half of one percent of the NSR. As a finders fee for this transaction, 18,115 common shares of the Company were issued and accordingly assigned a fair value of $12,137.

In November 2007, the Company successfully renegotiated the terms of the underlying option agreement for the Escondida project.

The original agreement called for a series of cash and stock payments totaling $175,000 US and 300,000 shares for a 100% interest in the mineral claims subject to a NSR equal to 2%. The NSR may be purchased outright at a cost of $500,000 US for each 0.5% or $2,000,000 US for the 2% NSR. Noront has the right of first refusal on any offer for the NSR by a third party.

The amended agreement provides for a one time payment of 40,000 shares (issued) to acquire a 100% interest in the property. The terms of the net smelter royalty remain unchanged. The vendor will retain a 2% NSR that may be purchased for $2,000,000 US or $500,000 for each one half per cent. Noront has a right of first refusal on any third party offers for the NSR.

(vii) Lizar Project, Ontario

In June 2007, the Company acquired the Lizar gold and base-metal property (the “Property”) located in northwestern Ontario. The Property was optioned from Freewest Resources Canada Inc.. The Lizar property consists of 504 claim units, or 81 square kilometres and is situated in Lizar, Breckenridge, Namiegos and Mosambik townships, 500 kilometres east of Thunder Bay and 90 kilometres east of the Hemlo gold mining operations near Marathon.

Under the terms of the option agreement with Freewest Resources Canada Inc. Noront may earn a 60% interest in the Property by incurring $1,000,000 of exploration expenditures over a three-year period and making a one-time cash payment of $20,000 (paid). Noront is committed to spending $400,000 on exploration during the first year of the agreement. Upon Noront earning a 60% interest in the Property, further exploration and/or development of it will be under a joint-venture agreement involving Noront Resources Limited (60%) and Freewest Resources Canada Inc. (40%).

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(viii) Garden Island, Quebec

In July 2007, the Company entered into an agreement with a private Quebec company, TSR Resources Inc. (TSR) to acquire an interest in TSR’s Garden Island gold-base metal property. The Garden Island property is located approximately 15 km northeast of Val d’Or, Quebec and is comprised of 296 mining claims, most of which are in Pascalis and Senneville Townships, which lie along a northwest-southeast trending Abitibi volcanic greenstone belt.

Under the terms of the option agreement with TSR, Noront may earn up to a 33 1/3% interest in the Garden Island property by spending $500,000 (spent) of exploration by December 31, 2007 thereby earning an undivided 25% interest in the project and thereafter at Noront’s option has the right to earn an additional 8 1/3% interest by paying to TSR a further $250,000 or at Noront’s option, the equivalent dollar value in Noront’s common shares on or before December 31st, 2008. Total expenditures to April 30, 2008 are comprised of $570,550 of exploration expenditures less $233,691 of Quebec refundable credits.

(ix) Bautou City, Peoples Republic of China

On February 8, 2006, the Company received an exploration permit in the name of the Company's wholly owned China Subsidiary BauTou Noront Mineral Development Co. Ltd. covering its acquisition of a 100% interest in the China One Copper/Gold Project located in Inner Mongolia in the Peoples Republic of China. The permit covers 5.16 square kilometres in area. The Company has an agreement in principle with certain private individuals herein referred to as the "China Group" wherein the China Group has been granted an option to earn a 50% interest in the Company's China One Copper/Gold project. The option to earn the 50% interest in the project calls for a non-refundable cash payment of $90,000 USD which payment the Company has received.

Subject to the approval of the Company, the China Group transfered their rights into a publically traded vehicle. The option agreement further calls for expenditures on the project totaling $750,000 US to be expended by February 1, 2009, $250,000 of which was to be expended on or before February 1, 2007. The China Group have also agreed that upon the transfer of the option arrangements, to deliver to the Company 300,000 common shares of the Transferee and a further 250,000 common shares on each of the second and third anniversary of the option agreement, subject to all regulatory authority approvals.

On November 21, 2006, Noront announced that it had been advised that the Option Agreement entered into between the Company and the China Group, had been transferred to Newport Gold Inc. ("Newport").

Newport has agreed to assume all of the obligations contained in Noront's agreement with the China Group dated February 1, 2006. Noront has received 800,000 Newport common shares, valued at $307,000.

Included in gain on sale of mineral interests is $188,165 consisting of common shares received by the Company from Newport, net of costs incurred by the Company on the property

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(x) Burnt Hill Tungsten, New Brunswick

On September 30, 2005, the Company entered into an Option Agreement with Limerick Mines Limited ("Limerick") wherein Limerick has been granted an option to earn a 50% interest in the Burnt Hill Tungsten Deposit. The option to earn a 50% interest in the Burnt Hill Tungsten Deposit calls for exploration expenditures by Limerick of $1.5 million to be expended over the next twelve months and the issuance to the Company of 8,000,000 common shares of Limerick, subject to all regulatory approvals. The Company granted a further option to Limerick to earn a further 15% interest in the Burnt Hill Tungsten Deposit, provided Limerick completes a further $1 million of exploration expenditures during year two of the agreement and delivers an additional 5,000,000 common shares of Limerick as well as a feasibility study, all of which will be subject to regulatory approvals.

During fiscal 2007, the Company advised Limerick that it was in default of the terms of the above noted option agreement. The agreement called for Limerick to issue to Noront 8,000,000 common shares and complete $1.5 million of exploration by October 19th, 2006 to earn a 50% interest in the project, neither of which has been completed. The Company considers this option agreement to be terminated and has entered into a new option agreement with Cadillac Ventures Inc. (the "optionee").

This new option agreement to earn the first 51% interest calls for exploration expenditures of $1.5 million over 3 years, $500,000 within 12 months from the date of the agreement and $500,000 in each of the next 2 years. The Company is further to receive 2.5 million shares of the Optionee and/or its assignee and cash payments of $150,000 payable as follows: $50,000 upon execution of the agreement (received) and $50,000 within 12 months and a final payment of $50,000 within 24 months from the date of the agreement. As of April 30, 2007, the Company has not received the 2.5 million shares of the Optionee and/or its assignee due on the execution of the agreement.

The Company granted a further option to the Optionee to earn a further 14% in the project by payment to Noront of $500,000 in cash or in shares equivalent of the Optionee and/or its assignee.

The Optionee has covenanted and agreed to apply to have its shares listed on a recognized stock exchange or alternately transfer its rights under the option agreement, with Noront’s consent, to a publicly trading vehicle listed on a recognized exchange within 6 months from the date of the option agreement.

In June 2007, the Company amended its agreement with Cadillac Ventures Inc. ("Cadillac") whereby Noront agreed to complete a $1.5 million exploration program during the 2007 calendar year on the Burnt Hill project. Furthermore, in order for Cadillac to earn its 51% interest in the project, in addition to paying the Company $100,000 and issuing 2,300,000 Cadillac shares to Noront (received), Cadillac will deliver to Noront on or before December 31, 2007, $1.5 million of the capital of Cadillac to be valued at no more than $1.00 per share (received).

Included in gain on sale of mineral interests is $1,369,971 consisting of common shares received by the Company from Cadillac, net of costs incurred by the Company on the property.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(xi) Hunter's Point Project, Quebec

In June 2006, the Company entered into an Option Agreement with Globex Mining Enterprises Inc.

("Globex"), whereby the Company can earn up to 100% interest in Globex's Hunter's Point and area

properties located approximately 65km south of Belleterre, Quebec.

Under this agreement, the Company has agreed to pay Globex $200,000 in cash, issue 1.1 million shares in aggregate and perform $2.5 million dollars in exploration over a period of 4 years in order to earn a 75% interest in the 6 projects (763 hectares) that make up the properties. The Company can earn a further 25% interest in the property package by paying Globex an additional $500,000 in cash and issuing a further 500,000 Noront shares, all of which is subject to the receipt of all regulatory and other required approvals (approved). The Company has paid $45,000 and issued 450,000 common shares. The balance agreed upon in order to earn 100% interest over 4 years payable in stages, is optional. The Company will also pay a finder's fee to a third party to the maximum of $107,500, payable in cash and/or shares of the Company with a cash equivalent value of $107,500 ($3,750 paid). The fee is payable in stages, according to a formula based on a percentage of expenditures made by the Company on the project over the term of the option. The sum of $20,000 (accrued) is payable pursuant to the Company's firm commitment upon the option agreement, the balance of the finder's fee is optional.

Globex will maintain a 2% Gross Metal Royalty on all production from the properties as well as any properties acquired by the Company and Globex within 25km of the boundaries of the existing cells.

In November 2007, the Company successfully renegotiated the terms of the underlying option agreement for the Hunter's Point Project.

The Company has renegotiated a finder’s fee payable to a third party regarding the acquisition of the Hunters Point uranium-gold project. The original finder’s fee agreement called for staged payments based on a percentage of work expenditures during the course of the option agreement. The sum of $22,500 was paid upon completion of the commitment to earn into the properties and the total fee cannot exceed $107,500. The fee is payable in cash or stock equivalent. The amended agreement calls for a one time payment of 20,000 shares (issued).

Management has concluded that the results of the program did not warrant making the next stage of payments on the property and the project was returned to the vendor in exchange for a disengagement fee of $101,369 paid subsequent to year end. Accordingly, all costs associated with this project have been written off.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(xii) Mid-Matra, Hungary

On November 6, 2006, the Company announced that it has entered into an agreement with private interests in Hungary to acquire mineral exploration permits in the Mid-Matra Region 110 km northeast of Budapest near the village of Paradsasvar.

The exploration permits covering approximately 30 square km was recently granted to Noront’s partners on behalf of Noront. After Noront has spent three times (approximately $60,000) the cost of the permit acquisitions, Noront will have earned a 75% interest in the property. Noront will act as Operator to continue the exploration work with costs being shared on a 75%-25% basis. Failure of either party to pay their proportionate share will result in dilution of the non-paying party’s interest.

On November 22, 2006, the Company announced that the Company had entered into an Option Agreement with Zinco Minerals Limited (“Zinco”) a private British Virgin Island company with offices in Hamilton, Bermuda, wherein Zinco has been granted an option to earn a 100% interest in Noront’s right to acquire 75% of certain mineral exploration permits in the Mid-Matra Region.

The option to earn a 100% interest in Noront’s right to acquire a 75% interest in the Mid-Matra project calls for payments and exploration expenditures by Zinco as follows:

(a)

make a cash payment of $25,000 payable as follows: (i) $15,000 within 10 days of execution of the option agreement or upon receipt of the approval of a filed work program by the Hungarian Mining Bureau whichever may be the latter and referred hereinafter as the “Approval Date”; and (ii) $10,000 within six months from the date of the agreement or “Approval Date”;

(b)

Issue to Noront free and tradeable 500,000 common shares of Zinco and/or its assigns as follows:

(i)

150,000 shares upon the execution of the agreement or “Approval Date”;

(ii)

150,000 shares within 9 months from the date of the agreement or “Approval Date”; and

(iii) 200,000 shares within 24 months from the date of the agreement or “Approval Date”;

(c)

Provide exploration expenses on the project as follows:

(i)

$60,000 within 6 months from the date of the agreement or “Approval Date”;

(ii)

$140,000 within 9 months from the date of the agreement or “Approval Date”; and

(iii) $800,000 within 24 months from the date of the agreement or “Approval Date”;

Payment of the $25,000 and the issuance of the first 150,000 common shares of Zinco and/or its assignee and completing the $60,000 of exploration expenses is considered to be a firm commitment by Zinco.

Upon Zinco having made option payments to Noront totaling $25,000 cash, issued 500,000 common shares and completed exploration expenditures of $1 million within two years from the date of the option or the “Approval Date”, the option shall be deemed to have been fully and property exercised and a 75% right, title and interest held by Noront in and to the project shall vest in Zinco.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(xii) Mid-Matra, Hungary (Continued)

In July 2007, Jamie Frontier Resources Inc., (“Jamie”) a Canadian company with offices in Toronto, Ontario, Canada negotiated and obtained an assignment of Noront’s option agreement with Zinco and to which assignment Noront has approved. The assignment covers Noront’s right to earn up to a 75% interest in certain exploration permits covering approximately 30 square kilometres located in the Mid-Matra region region 110 km northeast of Budapest, near the village of Paradsasvar, Hungary. In order to maintain this new option to earn Noront’s 75% interest, Jamie has agreed as follows:

a) Paying to Noront, $25,000 cash as follows:

(i) $15,000 within 10 days of execution of the agreement (received) and a further $10,000 within six months of signing of the agreement;

b) Issue to Noront, 600,000 common shares in Jamie as follows:

(i)

150,000 common shares upon listing of Jamie’s shares on a recognized exchange (the “approval date”)

(ii)

150,000 within 9 months from the approval date

(iii) 150,000 within 24 months from the approval date

(iv) Final payment of 150,000 shares within 36 months from the approval date;

c) Incurring a minimum of $1,000,000 in exploration work costs on the project over a 30 month period from the approval date.

Jamie has the right to accelerate if it so elects the schedule for option payments and/or complete its work commitments at any time prior to the schedule dates, in which case, Jamie’s 75% interest shall vest in and be owned by Jamie, immediately upon Jamie making its total option payments and work costs.

The parties have further agreed that upon Jamie having earned the 75% interest in the Mid-Matra project, Noront will continue to retain a 1.5% Net Smelter Royalty (NSR) over the project or on any newly acquired ground within a 5km radius of the project. Jamie retains the right for five years, to acquire 1/3 of Noront’s 1.5% NSR upon payment to Noront of $500,000.

Jamie is currently a non reporting issuer and has begun the process of listing its shares for trading on an exchange recognized by the Ontario Securities Commission in Canada and in Europe.

Included in gain on sale of mineral interests is $18,042 consisting of common shares received by the Company from Jamie, net of costs incurred by the Company on the property.

4. MINING PROPERTIES AND DEFERRED EXPLORATION EXPENDITURES (Continued)

(xiii)Lawson Township Project, Ontario

An option agreement to earn 100% interest subject to NSR royalties has been completed with a local prospector on the latter's copper prospect consisting of 6 claim units in Lawson Township, northeastern Ontario. The option agreement calls for payment of $17,070 cash and issuance in total of 35,000 common shares and completion of $80,000 in exploration on or before September 1, 2008. The Optionee will maintain a 2% Net Smelter Royalty which the Company can repurchase 50% of the NSR at any time for $1 million.

The sum of $12,450 (paid) and issue of 25,000 common shares (issued) will be due upon approvals of all regulatory authorities and at the option of the Company, paying and issuing a further $4,620 (paid) and 10,000 common shares (issued) on or before February 1, 2007 and $50,000 on or before September 1, 2008.

During the year, management concluded that further work on this project was not warranted. Accordingly, all costs associated with this project have been written off.

(xiv) North Williams, Larder Lake District, Ontario

During the year, management concluded that further work on this project was not warranted. Accordingly, all costs associated with this project have been written off.

5. SITE REMEDIATION PROVISION

In accordance with the requirements of the Quebec Ministry of Natural Resources, the Company has developed a site remediation and restoration plan for its Windfall Lake project operations. The Company has established a provision of $485,046, representing the estimated present value of its future obligation.

The site remediation provision liability is based upon numerous estimates and assumptions, as follows:

a) Total undiscounted future remediation costs was estimated to be $1,047,448.
b) Weighted average risk adjusted rate of 8%
c) Expected timing of cash flows to settle the obligation is:

2018 $ 728,4832019 31,8962020 31,8962021 31,8962022 31,8962023 31,8962024 31,8962025 31,8962026 31,8962027 31,8962028 31,901

$ 1,047,448

The Company is also required to deposit a financial guarantee in favour with the Minister of Finance of Quebec on or before August 30, 2008 in the amount of $385,046, which was satisfied by means of a letter of credit subequent to the year end.

6. CAPITAL STOCK (Continued)

(b)

ISSUED (Continued)

(i)

On December 21, 2006, Noront announced that it has competed a brokered financing of $15,000,000 through IBK Capital Corp. The financing consists of 10,215,000 flow through units and 19,785,000 hard dollar units. Each flow through unit consists of one common share and one-half of a share purchase warrant and the hard dollar unit consists of one common share and one share purchase warrant. Each full warrant entitles the holder to purchase one additional common share (which share shall not be a flow through share) at a price of $0.75 for a period of two years. Agents' fees included in the brokered financing consisted of an aggregate of $1,298,925, plus 817,200 Tranche A broker warrants and 1,978,500 Tranche B broker warrants exercisable into units at $0.50 per unit for a two year period. Each Tranche A broker unit consists of one common share and one-half common share purchase warrant. Each Tranche B broker unit consists of one common share and one common share purchase warrant. Each whole common share purchase warrant is further exercisable into one common share at $0.75 for a two year period.

All of the securities issued in the financing will have a hold period expiring four months and one day after the date of closing.

The fair value of the 24,892,500 warrants was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.97%; expected life of two years; and volatility of 112%. A fair value of $4,574,263 was estimated.

The fair value of the 817,200 Tranche A broker warrants and 1,978,500 Tranche B broker warrants were estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.97%; expected life of two years; and volatility of 112%. A fair value of $823,590 was estimated.

(ii) During the fiscal year ended April 30, 2007, the Company renounced the flow-through offering that occurred. Pursuant to the terms of the flow-through share agreements, the tax attributes of the related expenditures are renounced to subscribers. As a result, the Company is required to recognize a foregone tax benefit of $1,844,829 at the time of renouncement, which has been recognized in these financial statements as a charge against share capital.

(iii) On February 6, 2008, the Company closed a private placement of 6,500,000 units for aggregate gross proceeds of $26,000,000. Costs of issue were comprised of an agent's commission settled in cash for $930,941. Each unit was priced at $4.00 and consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder to purchase one common share of the Company at an exercise price of $5.00 for a period of two years from the date of issue, subject to accelerated expiry, being 30 days after the common shares of the Company have closed at or above a price of $6.00 for ten consecutive trading days on the principal exchange on which the Company’s common shares are listed for trading. The common shares and warrants comprising the units, and the common shares underlying the warrants, are subject to a hold period which expired on June 7, 2008.

6. CAPITAL STOCK (Continued)

(b) ISSUED (Continued)

(iii) On March 12, 2008, the Company announced that the conditions triggering the acceleration clause had been met, resulting in the warrants attached to the above private placement being subject to expiry at 5pm (EST), April 10, 2008.

(c) WARRANTS

A summary of the Company's outstanding share purchase warrants, as at April 30, 2008 and 2007 and changes during the years is presented below:

2008 2007

Outstanding, beginning of year 30,453,675 7,799,564Issued 6,348,900 27,688,200Exercised (31,263,076) (3,175,000)Expired (759,999) (1,859,089)

Outstanding, end of year4,779,500 30,453,675

i) During the year, the Company issued 3,098,900 warrants with an expiry date of December 2008 and an exercise price of $0.75 at no cost. The warrants were issued as a result of the exercise of 491,200 Tranche A warrants and 2,607,700 Tranche B warrants. The fair value of the 3,098,900 warrants was calculated to be $13,529,359 using the Black-Scholes pricing model based on the following assumptions: dividend yield 0%, expected volatility range of 162% to 276%, risk-free interest rate range of 2.81% to 4.28% and an expected average life of of 9.5 months.

ii) On February 6, 2008, the Company issued 3,250,000 warrants in conjunction with the private placement described in note 6(b)(iii) an exercise price of $5.00, with a two year term. The fair value of the 3,250,000 warrants was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.29%; expected life of two years; and volatility of 99%. Based on the above, a fair value of $1,967,691 was estimated. These warrants were subject to an accelerated expiry clause as described in note 6(b)(iii) above.

The exercise price, expiry date and the fair value assigned to warrants outstanding as at April 30, 2008 are as follows:

Number of Exercise Price Black-Scholes Expiry DateWarrants Value

4,779,500 $0.75 $ 9,479,298 December 2008

7. STOCK-BASED COMPENSATION

Under the provisions of the Company's 2007 Incentive Stock Option Plan, an aggregate maximum of 10% of the issued and outstanding common shares may be issued for granting of options to directors, senior officers, full time employees of the Company, affiliates or subsidiaries, or any consultants to the Company. The terms of the awards under the Plan are determined by the Board of Directors. A summary of the status of the Company's stock option plan as of April 30, 2008 and 2007 and changes during the years ending on those dates is presented as follows:

2008 2007

The weighted-average remaining contractual life and weighted average exercise price of options outstanding and options exercisable as at April 30, 2008 are as follows:

Remaining Number Black-Scholes Exercise Contractual Number Expiry Outstanding Value Price Life (Years) Exercisable Date

800,000 $ 212,160 $0.30 0.92 800,000 March 2009 200,000 -$0.15 1.33 -August 2009

50,000 21,500 $0.50 1.50 50,000 October 2009 150,000 22,350 $0.15 3.50 150,000 October 2011 750,000 482,377 $0.75 3.67 750,000 December 2011

50,000 170,950 $3.25 4.42 50,000 September 2012 125,000 (i) 54,056 $0.68 1.42 -(i) September 2009 525,000 1,811,250 $5.13 4.58 525,000 November 2012 50,000 153,500 $4.86 4.67 50,000 December 2012

2,700,000 $ 2,928,143 $1.51 2.74 2,375,000

(i)

Pursuant to the vesting terms, the underlying options vest at a rate of 25% every three months after the date of grant. As at April 30, 2008, 125,000 of the 250,000 original option grant had vested and been exercised.

(ii)

The weighted average exercise price of the 2,375,000 exercisable option is $1.66.

7. STOCK-BASED COMPENSATION (Continued)

(iii) On October 26, 2006, the Company granted 150,000 stock options to a director of the Company at an exercise price of $0.15 expiring on October 27, 2011. The fair value of the 150,000 stock options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.99%; expected life of five years; and volatility of 128%. Based on the above, a fair value of $22,350 was estimated.

On December 8, 2006, Noront granted 1,025,000 options pursuant to its stock option plan as follows: 425,000 to directors, 325,000 to officers, 175,000 to consultants and 100,000 to an employee. All options are exercisable for five years at an exercise price of $0.75 per common share. The fair value of the 1,025,000 stock options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.84%; expected life of five years; and volatility of 136%. Based on the above, a fair value of $659,249 was estimated.

On January 8, 2007, Noront announced the appointment of a new Chief Financial Officer. As part of

his compensation, the Company has agreed to grant to him a 75,000 share option out of the Company’s stock option plan at an exercise price of $0.70 and valid for a period of five years. The fair value of the 75,000 stock options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.92%; expected life of five years; and a volatility of 126%. Based on the above, a fair value of $53,025 was estimated.

On March 7, 2007, the Company granted a consultant a 75,000 share option out of the Company's stock option plan at an exercise price of $0.65, valid for five years. The fair value of these stock options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 3.86%; expected life of five years; and a volatility of 125%. Based on the above, a fair value of $45,525 was estimated.

iv)On July 17, 2007, the Company granted 50,000 stock options to a consultant of the Company at an exercise price of $0.60 expiring on July 17, 2012. A fair value of $28,600 was estimated using the Black-Scholes option pricing model utilizing the following assumptions: dividend yield of 0%; risk-free interest rate of 4.66%; expected life of five years; and an expected volatility of 169%.

On September 25, 2007, the Company granted 50,000 stock options to a consultant of the Company at an exercise price of $3.25 expiring on September 25, 2012. A fair value of $170,950 was estimated using the Black-Scholes option pricing model utilizing the following assumptions: dividend yield of 0%; risk-free interest rate of 4.26%; expected life of five years; and an expected volatility of 172%.

On October 9, 2007, the Company granted 250,000 stock options to an investor relations consultant of the Company at an exercise price of $0.68 expiring on September 1, 2009. A fair value of $139,000 was estimated using the Black-Scholes option pricing model utilizing the following assumptions: dividend yield of 0%; risk-free interest rate of 4.38%; expected life of two years; and an expected volatility of 121%. $123,556 of the $139,000 has been recognized in these consolidated financial statements during the current year, in accordance with the underlying vesting terms.

On November 7, 2007, the Company granted 525,000 stock options to directors, officers and employees of the Company at an exercise price of $5.13 expiring on November 7, 2012. A fair value of $1,811,250 was estimated using the Black-Scholes option pricing model utilizing the following assumptions: dividend yield of 0%; risk-free interest rate of 4.13%; expected life of 1.65 years; and an expected volatility of 146%.

7. STOCK-BASED COMPENSATION (Continued)

iv)On December 12, 2007, the Company granted 50,000 stock options to a consultant of the Company at an exercise price of $4.86 expiring on December 12, 2012. A fair value of $153,500 was estimated using the Black-Scholes option pricing model utilizing the following assumptions: dividend yield of 0%; risk-free interest rate of 3.87%; expected life of 1.65 years; and an expected volatility of 146%.

8. SHAREHOLDER RIGHTS PLAN

During the year, the shareholders of the Company voted to adopt a shareholder rights plan (the “Rights Plan”). The Rights Plan is being adopted in order to reflect developments in Canada with respect to shareholder rights plans and is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Company.

The Rights Plan provides the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure. Furthermore, the Rights Plan allows the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.

The Rights Plan was not adopted in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over bid for the Company. Under the Rights Plan, take-over bids that meet certain requirements intended to protect the interests of all shareholders are deemed to be “Permitted Bids”. Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other conditions, must remain open for sixty days.

The Rights Plan is similar to other shareholder rights plans recently adopted by other Canadian corporations. Until the occurrence of certain specific events, the rights will trade with the common shares of the Company and be represented by the share certificates for such shares. The rights become exercisable only when a person, including any party related to or acting jointly or in concert with such person, acquires or announces its intention to acquire 20% or more of the outstanding common shares of the Company without complying with the “Permitted Bid” provisions of the Rights Plan. Should a non-permitted acquisition occur, each right would entitle each holder of common shares (other than the offeror or certain parties related to it or acting jointly or in concert with it) to purchase additional common shares of the Company at a 50% discount to the market price of the shares at that time.

Although the Rights Plan took effect immediately in accordance with applicable regulatory requirements, the Company submitted the Rights Plan for confirmation at a special meeting of shareholders held in October 2007. Thereafter, the Rights Plan is subject to reconfirmation at every third annual meeting of shareholders thereafter until its expiry on December 22, 2016. If the shareholders do not confirm the Rights Plan, the Rights Plan will terminate and cease to be effective at that time.

9. INCOME TAXES

Provision for Income Taxes

Major items causing the Company's income tax ratio to differ from the Canadian statutory rate of approximately 35.25% (2007 - 36.12%) were as follows:

2008 2007

Loss before recovery of future income taxes $ (2,298,463) $ (906,855)

Expected income tax recovery at statutory rate $ (810,208) $ (327,556) Adjustments resulting from: Write-off of mining properties and exploration

expenditures 275,118 1,657 Non-taxable or non-deductible items (2,545) (12,461) Stock-based compensation expense 806,469 281,790 Share issue cost deduction (208,426) -Recapture of mineral property 79,195 -Mineral transfer proceeds (555,602) -Change in valuation allowance 415,999 56,570 Tax benefit renounced on flow-through shares -(1,844,829)

Recovery of income taxes $-$ (1,844,829)

Future Income Taxes

The approximate tax effect of each type of temporary difference that gives rise to the Company's future income tax assets are as follows: 2008 2007

Mining exploration and development expenditures $ (88,734) $ 539,290 Undepreciated capital costs 10,268 15,504 Undeducted financing costs 503,622 504,584 Non-capital losses 545,556 349,622 Capital losses 587 731 Future income tax assets 971,299 1,409,731 Less valuation allowance (971,299) (1,409,731)

$-$-

Tax Loss Carryforwards

As at April 30, 2008, the Company had approximately $24,870,861 of unclaimed exploration and development expenditures, $1,969,353 of non-capital losses carried forward available to reduce future taxable income and $4,000 of net capital losses carried forward available to reduce future taxable capital gains. The benefit of the available unclaimed non-capital losses and exploration and development expenditures was utilized during the year to offset the future tax liability recognized on the issue of flow-through shares. The non-capital losses expire as follows:

2014 $ 63,2192015 388,1362027 499,7322028 1,018,266
1,969,353

As a result of the net loss for the year ended April 30, 2008, the potential effect of the exercise of stock options and warrants was anti-dillutive.

11. RELATED PARTY TRANSACTIONS

During the year ended April 30, 2008, $155,646 (April 30, 2007 - $64,809) was paid as remuneration to Richard Nemis, the Chief Executive Officer of the Company. The Chief Executive Officer was also paid for out of pocket expenses that occurred in the normal course of operations.

During the year, a vehicle owned by the Company was sold to Richard Nemis, the Chief Executive Officer of the Company, for cash consideration of $10,000. The sale price was based on an independent fair market value assessment provided by the original dealership from which the vehicle was purchased. As a result of this transaction, the Company has recognized a gain on disposition of $316 in these consolidated financial statements.

During the year ended April 30, 2008, $102,466 (April 30, 2007 - $7,311) was paid to a company controlled by a Director of the Company for consulting services. The Director was also reimbursed for out of pocket expenses which were incurred in the normal course of operations.

In addition, for the year ended April 30, 2008 legal fees in the amount of $265,807 (April 30, 2007 -$78,425) were paid to a law firm in which an officer of the Company, the Corporate Secretary, is a partner. Included in accounts payable and accrued liabilities is the amount of $250,000 (April 30, 2007 - $NIL). These transactions are in the normal course of operations and reflect the amount of consideration established and agreed to by the related parties.

12. FINANCIAL INSTRUMENTS

Fair Value

The carrying amount of cash, cash equivalents, accounts receivable and accounts payable approximates their fair value due to the short term maturities of these instruments. The Company's market value of its marketable securities are disclosed in the Consolidated Balance Sheet.

Commodity Price Risk

The ability of the Company to develop its mining properties and the future profitability of the Company is directly related to the market price of gold and base minerals.

13. SEGMENT DISCLOSURE

The Company has one operating segment, being the exploration of mining properties. As at April 30, 2008, 96% of the Company's mining properties and deferred exploration expendtiure assets were located outside Canada.

14. SUBSEQUENT EVENTS

a) On July 16, 2008, the Company announced that it has entered into an option agreement with Passport Metals Inc. ("Passport"). The agreement allows Passport the option to earn a 50% legal and beneficial interest in 4.5 claims making up 72 units that encompass approximately 2,850 acres along the "Ring of Fire.

Named the Inner Rim Property, this group of claims is located approximately 60 kilometers north-west of Noront’s Eagle One copper-nickel-PGM discovery and 6 kilometers west-southwest of the recently announced WSR Gold Inc. - Metalex Ventures Ltd. - Arctic Star Diamond Corporation discovery of sulphide mineralization.

The terms of the agreement call for payments totaling $270,000 and completing an aggregate work commitment of $1,575,000 in exploration expenditures on the property by June 10, 2011. The initial commitment of $90,000 will be paid in common shares of Passport at a deemed price of $0.40 per share and the first year exploration work commitment of $450,000 must be completed by June 10, 2009. Noront has the option of taking the subsequent payments in cash or equivalent common shares of Passport at a deemed price based on the 10 day moving average closing price of Passport common shares.

Noront will act as the operator and plans to complete a work program of airborne surveys, geological compilation and geophysics. Should the exploration results warrant, a follow up diamond drilling program will be carried out.

Upon Passport earning its 50% interest in the claims then Noront and Passport will form a joint venture management committee to develop the property with Noront continuing to act as the operator.

b) On July 17, 2008, the Company entered into an option agreement with Sureshot Minerals Inc. ("Sureshot"). The agreement allows Sureshot the option to earn a 50% legal and beneficial interest in 14 claims making up 224 units along the "Ring of Fire”. The Company will act as the operator.

The terms of the agreement call for a cash payment on execution of $100,000, and a further payment of $180,000 to be settled in cash or, at the option of the Optionee in common shares with a deemed price of $0.50, due within 5 days of regulatory approval. In order to earn its 50% interest, an aggregate work commitment of $4,900,000 in exploration expenditures on the property must be made by June 15, 2011 as follows:

a) $1,400,000 on or before July 15, 2009. b) a further $1,400,000 By July 15, 2010.c) a further $2,100,000 on or before July 15, 2011.

In addition, Sureshot shall make the following additional payments in cash, or subject to prior appproval of the TSX-V, if applicable, in common shares of the Sureshot at a price of $0.50 per share:

a) pay to the Company on or before July 15, 2009, the further sum of $280,000; and

b) pay to the Company on or before July 15, 2010 a further sum of $280,000.

14. SUBSEQUENT EVENTS (Continued)

c) On July 18, 2008, the Company entered into an option agreement with 6897631 Canada Inc.. The agreement allows 6897631 Canada Inc. the option to earn a 50% legal and beneficial interest in 10 claims making up approximately 160 units along the "Ring of Fire”. The Company will act as the operator.

The terms of the agreement call for a cash payment on execution of $130,000. In order to earn its 50% interest, an aggregate work commitment of $2,275,000 in exploration expenditures on the property must be made by 6897631 Canada Inc. by March 27, 2011 as follows:

a) $650,000 on or March 27, 2009.
b) a further $650,000 By March 27, 2010.
c) a further $975,000 on or before March 27, 2011.

In addition, 6897631 Canada Inc. shall make the following additional payments in cash:

a) pay to the Company on or before March 27, 2009, the further sum of $130,000; and

b) pay to the Company on or before March 27, 2010 a further sum of $130,000.

d) On August 19, 2008, the Company was assigned by WSR Gold Inc. (“WSR”), the option to earn a 35% interest in the property located in the James Bay lowlands (the “Golden Valley Property”) owned by Golden Valley Mines Ltd. (“Golden Valley”). WSR has entered into a letter of intent with Golden Valley whereby it has the option to earn a 70% interest in the Golden Valley Property (the “Option”), and Noront can earn half of WSR’s interest in the Golden Valley Property as further described below.

In order to acquire its 35% interests in the Property, Noront will be required to make payments to Golden Valley totaling $175,000 (or $350,000 in the aggregate with the payments from WSR), payable in cash and/or by the issuance of common shares of WSR (and Noront) upon the later of the execution of a definitive option agreement, or the receipt of approval from the TSX Venture Exchange. The number of shares, if any, to be issued by Noront (and WSR) as consideration for the Option will be equal to the dollar amount of the total consideration that Golden Valley elects to receive in shares divided by the ten day volume weighted average price of such shares for the ten trading day period immediately preceding the date on which a press release is issued announcing a definitive option agreement amongst WSR, Noront and Golden Valley. In addition to these payments, WSR and Noront will also be required to incur aggregate exploration expenditures on the Property of at least $5,000,000 over a three year period (of which $1,000,000 must be expended in the first year).

Upon WSR and Noront earning their collective 70% interest in the Property, WSR, Noront and Golden Valley shall enter into a joint venture agreement. The Joint Venture Agreement will require WSR and Noront to fund all project costs up to the start of commercial production from the Property. Following the commencement of commercial production, any cash flow after payment of operating expenses and third party financing costs will be distributed to Noront and WSR until such time as the aggregate of their project costs, including interest, up to the commencement of commercial production have been repaid, following which such cash flow shall be distributed to the parties on a pro rata basis.

e) In June and August 2008, the Company issued an aggregate of 2,130,000 stock options to directors, officers and consultants with exercise prices ranging from $3.30 to $3.90, expiring in five years from the date of issue.