Overall Performance

Three and Nine Months Ended October 31, 2008

As at October 31, 2008, the Company had a working capital deficit of $335,751 compared with working capital of $1,291,539 for the previous quarter ended July 31, 2008 and an accumulated deficit at October 31, 2008 of $939,997 compared with an accumulated deficit of $812,381 for the previous quarter (see Critical Accounting Policies and Estimates – Going Concern, below). Total administrative expenses, net loss and comprehensive loss for the 3 months ending October 31, 2008 were $127,616 compared with $152,416 for the previous quarter.

Decreases to the Company’s cash position of $1,526,186 from $1,788,365 as at July 31, 2008, were the result of cash used in financing activities of $2,160, cash used for investing activities of $1,517,514 and cash flows used for operating activities of $6,512.

Liquidity and Capital Resources

As at October 31, 2008, the Company had a working capital deficit of $335,751 compared with working capital of $1,291,539 the previous quarter ended July 31, 2008 (see Critical Accounting Policies and Estimates – Going Concern, below).

The working capital deficit at October 31, 2008, is comprised of amounts due to related parties that accrue no interest and have no fixed term of repayment plus accounts payable that includes amounts due Macdonald Mines Exploration Ltd., for which the Company is currently negotiating settlement with the issuance of the Company’s common shares (the “Settlement”).

The amount of the Settlement has not yet been agreed upon and the issuance is still subject to approval by both the Company’s board of directors and the TSX Venture Exchange. Management has taken this into consideration and, excluding the estimated amount of the Settlement, an adjusted working capital deficit of approximately $23,000 exists at October 31, 2008.

In order to meet its short to medium-term working capital obligations, the Company will require and seek further financing to ensure that those obligations are properly discharged.

Review of Operations

Acquisition of Baltic Resources Inc. (“Baltic”) Properties

On March 10, 2008, the Company completed a transaction (the “Transaction”) whereby it received all the assets and liabilities of Baltic except those associated with its Martison project (“Martison”) (the “Transferred Assets”) in exchange for the issuance of 37,030,799 common shares of the Company (the same number of outstanding common shares of Baltic) to Baltic which, in turn, were distributed to the Baltic shareholders.

The Transaction was effected by way of a Plan of Arrangement (the “Plan”) approved by the Court of Queen’s Bench of Alberta, dated March 7, 2008. In accordance with the Plan, Baltic and a newly-created subsidiary of Phoscan Chemical Corp (“Phoscan”) completed a merger whereby each Baltic common share was exchanged for 1.4 Phoscan common shares immediately prior to the Transaction. Both Baltic and Phoscan held an equal joint-venture interest in Martison and upon the completion of the merger, Phoscan owned a 100% interest in Martison. Immediately after the Transaction, existing Phoscan shareholders owned approximately 60.3% of Phoscan and existing Baltic shareholders owned approximately 39.7% of Phoscan and 100% of the Company.

On March 10, 2008, the Transferred Assets of Baltic were transferred to the Company. The deemed acquisition of the Transferred Assets are recorded at an ascribed value of $1,996,430 and is based on the net carry value of the assets acquired as the Transaction was under common control.

Webequie Area

On Dec 11, 2008, the Company announced that a 426 Km airborne VTEM-Magnetic survey was recently completed on its 96 unit Trump property, in which Orebodies holds a 80% interest. Four separate EM (electromagnetic conductor) targets that are interpreted to represent conductive sulphide zones were outlined by the survey.

These occur along a magnetic feature that is interpreted to be a folded ultramafic complex which is a favourable environment for nickel-copper, or VMS (volcanogenic massive sulphide) deposits. A more detailed interpretation is proceeding to select potential drill sites.

Orebodies holds an 80% interest in the property through a joint venture with East West Resource Corporation holding the remaining 20%. East West will hold a 20% carried interest in the property until a Bankable Feasibility study is produced. Closing of the transaction remains subject to the approval of the TSX Venture Exchange and execution of a definitive purchase agreement.

On December 23, 2008, the Company announced assay results from its Zinc-Copper-Silver discovery on its Caribou property located 35km southeast of the WSR-Metallex VMS (volcanogenic massive sulphide) 5.01 discovery in the James Bay Lowlands of North Eastern Ontario.

The property consisting of 8 claims, 2,048 hectares, is owned 100% by Orebodies (subject to a 2% NSR, 1% each being held by Noront Resources and Temex Resources).

Caribou Property Target 2-16 Overview

Anomaly 2-16 on the Caribou property is a large airborne conductor that was traced for 600m in a north-south direction. Only a small portion of this conductor was surveyed on the ground with Max Min II EM which indentified two distinct lenses. The only holes drilled to date are in the northern lens detected by the ground survey. Further drilling of the other EM conductors along with more detailed ground geophysics over the entire target to better outline and detect new lenses is recommended. The target remains open in all directions and the results received from these first 2 holes on the Caribou property are very encouraging for the potential to increase the size and grade of the mineralized zone encountered thus far.

Assay results for Crossroads property

The Crossroads property which is 9 km’s north of the Caribou property was also diamond drilled to test Airborne EM anomalies 8-1 and 8-2, with two holes totalling 367.4 meters, a third hole had to be abandoned in overburden. Hole CO-08-01 encountered iron formation with anomalous values of Cu and Zn, thus explaining the geophysical anomaly. CO-08-02 and CO-08-03 (abandoned) encountered no significant mineralization. No further work is planned on these anomalies at this point in time.

Coral Rapids

The Company completed a drill program on its Coral Rapids property to test the potential of the known limestone deposit. The Company contracted Cartwright Drilling Inc. (independent of the Company) of Goose Bay, Labrador to complete the drilling program. The program was designed for the purposes of collecting a bulk sample and calculating a National Instrument 43-101 compliant resource estimate. The bulk sample is required for several tests that will establish the grade and quality of the limestone. Information to be gathered from this drill program and subsequent tests will be used to determine further work programs on the deposit and to give indication if production from the deposit would be feasible.

Logistically the Coral Rapids property is situated in a very advantageous area, located approximately 130 kilometres north of Smooth Rock Falls. There is road access to the property with both hydro and rail lines running directly over the property. The data reported above (also included in the Company’s press release dated Sept 19, 2008) has been reviewed by Mr. John Boissoneault (P.Eng), an independent consultant to the Company and a “qualified person” (as such term is defined in National Instrument 43-101).

Financing

On May 8, 2008 the Company completed a brokered private placement (the “Financing”) for aggregate gross proceeds of $2,997,000 through the sale of 8,988,000 units of securities of the Company (each, a “Unit”) at a price of $0.25 per Unit and 2,500,000 flow-through units of the Company (each, a “Flow-Through Unit”) at a price of $0.30 per Flow-Through Unit.

Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant of the Company (each such whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share until May 8, 2010 at an exercise price of $0.40 per common share from May 8, 2008 to May 8, 2009 (“Year 1”) and at an exercise price of $0.50 per common share from May 9, 2009 to May 8, 2010 (“Year 2”).

The expiry date of the Warrants may be accelerated, at the option of the Company, if the closing price of the common shares on the TSX Venture Exchange or such other exchange, market or trading or quotation facility in Canada exceeds $0.50 in Year 1 or $0.60 in Year 2 for a period of 20 consecutive trading days, commencing any time after September 9, 2008, by giving notice to the holders thereof, in which case the Warrants will expire on the 20th business day after the date on which such notice is given by the Company.

Each Flow-Through Unit is comprised of one common share issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) and one-half of one Warrant.

The Company paid the agent and members of the selling group a total cash commission equal to 8% of the aggregate proceeds of the Financing and granted them non-transferrable warrants (each, an “Agent Warrant”) to purchase an aggregate of up to 1,148,800 units of the Company (each, and “Agent Unit”). Each Agent Warrant entitles the holder thereof to purchase one Agent Unit from May 8, 2008 to May 8, 2010 at an exercise price of $0.25. Each Agent Unit will be comprised on one common share and one-half of one common share purchase warrant (each such whole common share purchase warrant, an “Agent Unit Warrant”). Each Agent Unit Warrant will entitle the holder thereof to purchase one common share from May 8, 2008 to May 8, 2010 at an exercise price of $0.40 per common share during Year 1 and $0.50 per common share during Year 2.

Issuance of Options

On March 10, 2008 and in connection with the Transaction, the Company issued 800,000 options (the “Replacement Options”) representing the number of outstanding options of Baltic as at the Transaction date. The Replacement Options are exercisable at $0.03 each and have an expiry date of August 15, 2010.

On March 31, 2008, the Company issued 2,150,000 options exercisable at $0.18 each until March 31, 2013.