STAIRS
OPTION/JOINT VENTURE AGREEMENT


 


made between


 


TECK RESOURCES LIMITED


 


and


 


TRIO RESOURCES INC.


 


in respect of the


 


Stairs Property, Ontario


 


Effective as of September 25, 2013


 




    	 



    	 



    

 


THIS AGREEMENT made as of September 25, 2013


 


BETWEEN:


 


TECK RESOURCES LIMITED, a corporation incorporated
under the laws of Canada with an office at 3300 – 550 Burrard Street, Vancouver, British Columbia V6C 0B3;


 


(“Teck”)


 


AND:


 


TRIO RESOURCES INC.,
a corporation incorporated under the laws of Nevada, U.S.A. with an office at 5600 –
100 King Street West, Toronto, Ontario M5X 1C9;


 


(“Trio”)


 


WHEREAS:


 


		A.	Teck is the registered and beneficial owner of a 100% undivided leasehold interest (the “Teck Interest”)
in the Stairs property located in Ontario, which is more fully described in Schedule A (which together with any rights or
properties that become subject to this Agreement as contemplated in §31 are hereinafter called the “Property”);



 


		B.	Teck has agreed to grant Trio an option to acquire the Teck Interest, subject only to the Back-in Right (as defined in §9.1)
and the NSR royalty (as defined in §9.2) reserved to Teck, upon and subject to the terms herein; and



 


		C.	If Trio exercises the Option and Teck exercises its Back-in Right, then the NSR Royalty will be extinguished and Trio and Teck
will participate as joint venture partners for any further exploration or, if deemed warranted, development of the Property upon
the terms set out in this Agreement.



 


NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration
of the mutual covenants and agreements herein contained, the parties hereto mutually agree as follows:


 


Representations, Warranties and Covenants


 


		1.	Representations and Warranties



 


		1.1	Teck represents and warrants to Trio that:



 


		(a)	it is duly organized and validly existing under the laws of Canada;



 




    	 



    	 



    

 


		(b)	Teck is the legal and beneficial owner of a 100% undivided leasehold interest in the Property, with good and marketable title
thereto, free and clear of liens and encumbrances;



 


		(c)	the Property is in good standing as to the payment of taxes and lease payments;



 


		(d)	it has the exclusive right and necessary lawful authority to explore for minerals on the Property;



 


		(e)	has not granted or created any mortgages, liens, charges, pledges, security interests or other financial encumbrances against
the Property;



 


		(f)	it has the right, power and authority to enter into this Agreement and to dispose of its interest in the Property free of any
consent rights, preferential purchase rights or other restrictions held by other third parties and it has all necessary internal
corporate approvals and authorizations to enter into this Agreement and complete the transactions contemplated in this Agreement;



 


		(g)	Teck has not been served with any notice that the Property is out of compliance with applicable environment, health or safety
laws;



 


		(h)	Teck has not been served with notice of any suits, actions, prosecutions, investigations or proceedings, actual, pending or
threatened, against or affecting Teck or that relates to or may have an adverse effect on the Property or Teck’s ownership
and rights to explore and develop the Property, and Teck is not aware of any basis therefore;



 


		(i)	it is not a party to any agreements with respect to the Property including surface owner agreements, water use agreements or
other rights or interests to the lands covered by the Property;



 


		(j)	Teck is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada); and



 


		(k)	there have been no services or materials supplied for any improvement upon the Property within 45 days of the date hereof that
have not been fully paid for.



 


		1.2	Trio represents and warrants to Teck that:



 


		(a)	it is duly organized and validly existing under the laws of its incorporation;



 


		(b)	it has the right, power and authority to enter into this Agreement, and it has obtained all necessary internal corporate approvals,
consents and authorizations to enter into this Agreement and complete the transactions contemplated in this Agreement; and



 


		(c)	Trio shares are quoted on the OTCBB and it is in compliance with all applicable securities laws and applicable OTCBB rules
and regulations.



 


		1.3	Trio acknowledges that it will be responsible for satisfying itself as to the physical condition of the Property and that,
except as otherwise provided herein, Teck makes no warranty in this regard.



 




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		2.	Covenants



 


		2.1	Until the exercise of the Option by Trio, Trio will not dispose of, sell, encumber or alienate any interest in the Property.
Following exercise of the Option and prior to delivery of the Back-in Notice, Trio shall have the right to assign part of its interest
in this Agreement with the consent of Teck, not to be unreasonably withheld or delayed, provided that such assignee agrees to be
bound by the terms and conditions of this Agreement, mutatis mutandis. Following delivery of the Back-in Notice, §30.3
will apply.



 


		3.	Indemnification



 


		3.1	Subject to §3.3, Teck agrees to indemnify, hold harmless and release Trio and its officers, directors and employees from
and against any and all claims, causes of action, liabilities, obligations, losses, damages, penalties, fines, settlements, costs
or expenses of any nature whatsoever, including without limitation reasonable attorneys’ fees and disbursements arising:



 


		(a)	out of any of Teck’s representations or warranties set forth in §1.1 of this Agreement being incorrect or untrue
or any state of facts contrary to any such representation or warranty;



 


		(b)	out of or in connection with any work done by or on behalf of Teck on or in respect of the Property from the date Teck delivers
the Back-in Notice and prior to the formation of the Joint Venture;



 


		(c)	any breach of Teck’s covenants, duties, obligations or agreements contained in this Agreement.



 


		3.2	Subject to §3.3, Trio agrees to indemnify and hold harmless and release Teck and its officers, directors and employees
from and against any and all claims, causes of action, liabilities, obligations, losses, damages, penalties, fines, settlements,
costs or expenses of any nature whatsoever, (including unless Trio assumes and pays the defence, with counsel approved in advance
by Teck, legal fees and disbursements) arising:



 


		(a)	out of any of Trio’s representations or warranties set forth in §1.2 of this Agreement being incorrect or untrue
or any state of facts contrary to any such representation or warranty;



 


		(b)	out of or in connection with any work done by or on behalf of Trio on or in respect of the Property prior to the date Teck
delivers the Back-in Notice; and



 


		(c)	out of or in connection with any breach of Trio’s covenants, duties, obligations or agreements contained in this Agreement.



 


		3.3	Neither party hereto shall be liable to the other party hereto in contract, tort or otherwise for special or consequential
damages, including, without limiting the generality of the foregoing, loss of profits or revenues suffered by the indemnified party.
However, the foregoing limitation does not apply to claims made by a third party against the indemnified party for its, the third
party’s, special or consequential damages.



 




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Option Terms


 


		4.	Consideration; Transfer Restrictions; Certain Representations, Warranties and Covenants



 


		4.1	In consideration for the grant of the Option under §5.1 Trio shall issue 75,000 Units, hereinafter defined in §4.2
(the “First Units”), to Teck within 10 days of execution of this Agreement.



 


		4.2	Each “Unit” (First Units and Second Units) shall be comprised of one common share in the capital of Trio
(a “Share”) and one non-transferable share purchase warrant (a “Warrant”).



 


		4.3	Each Warrant that comprises the First Units shall entitle Teck to purchase one Share for a period of 24 months from the date
of issue of the First Units at the price per common share equal to $0.60. The terms and conditions which govern the Warrants will
be referred to on the certificates representing the Warrants, the terms of such certificates to be acceptable to Teck, acting reasonably,
and will contain, among other things, anti-dilution provisions similar in substance to those set out in Schedule D.



 


		4.4	Each Warrant that comprises the Second Units contemplated in §5.2 shall be exercisable for a period of 24 months from
the date of issue of the Second Units at a price per share equal to $0.75.



 


		4.5	Teck hereby directs Trio to prepare share certificates evidencing the Trio Shares and Warrants in the name of Teck Resources
Limited and deliver the same to Teck Resources Limited at 3300-550 Burrard Street, Vancouver, B.C., Canada V6C 0B3 to the
attention of the Corporate Secretary.



 


		4.6	Nothing in this Agreement shall limit Teck rights to purchase or otherwise acquire common shares or other securities of Trio.



 


		4.7	Teck represents, warrants and covenants to Trio as at the date hereof and as at the Closing Date that:



 


		(a)	it is acquiring the Shares, the Warrants and any common shares issuable upon exercise of the Warrants (collectively, the “Securities”)
for its own account and for investment purposes and not with a view to any resale or other disposition in violation of applicable
securities laws;



 


		(b)	it has no present contract, undertaking, arrangement or agreement to sell, transfer or grant any participation to any other
Person with respect to the Securities;



 


		(c)	it understands and acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state in the United States,
and that the issuance of the Securities to it is being effected pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act. The Shares and the Warrants issued pursuant hereto and any common
shares issuable upon exercise of the Warrants will be “restricted securities” as defined in Rule 144 under the U.S.
Securities Act and will be subject to transfer and selling restrictions in the United States and elsewhere;



 




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		(d)	it further understands and acknowledges that the Securities may not be offered, resold or otherwise transferred within the
United States or to, or for the account or benefit of, a U.S. Person, except pursuant to an exemption from the registration requirements
of the U.S. Securities Act and the securities laws of the applicable states of the United States; and, if requested by Trio, has
therefor furnished to the Company an opinion of counsel of recognized standing in form and substance reasonably satisfactory to
the Company to such effect, or the sale is to an Accredited Investor (within the meaning of Regulation D under the U.S. Securities
Act) and a purchaser’s letter, in form reasonably satisfactory to Trio, containing representations, warranties and agreements
substantially similar to those contained herein is executed by the subsequent purchaser and delivered to Trio prior to the sale;
and in compliance with all applicable securities laws of the states of the United States, the provinces of Canada, and other jurisdictions;



 


		(e)	it understands and acknowledges that upon the original issuance of the Securities, and until such time as the same is no longer
required for compliance with the applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates
representing the Shares, the Warrants and any common shares issuable upon exercise of the Warrants, and all certificates issued
in exchange therefor or in substitution thereof, shall bear on the face of such certificates substantially the following legend
(the “U.S. Legend”):



 


“THE SECURITIES REPRESENTED
HEREBY [AND ANY COMMON SHARES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THESE SECURITIES[, ANY COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST OR PARTICIPATION
HEREIN OR THEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


 




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BY ITS ACQUISITION HEREOF OR
OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF TRIO RESOURCES, INC. (“TRIO”) NOT TO
OFFER, SELL OR OTHERWISE TRANSFER THESE SECURITIES PRIOR TO THE DATE PERMITTED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY
SUCCESSOR PROVISION THERETO (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT (A) TO TRIO OR ANY OF ITS SUBSIDIARIES,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES
ACT OR ANY APPLICABLE STATE LAWS, AND, IN EACH CASE, SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAW, AND, PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E), SUBJECT TO TRIO’S RIGHT TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN RESPECT THEREOF.”


 


		(f)	prior to any sale of Securities in the United States or to, or for the account or benefit of, a U.S. Person, Teck shall inform
each purchaser thereof (a “U.S. Purchaser”) that such Securities have not been and will not be registered under
the U.S. Securities Act and the securities laws of the applicable states of the United States, and are being offered and sold to
such U.S. Purchasers in reliance upon an exemption from the registration requirements of the U.S. Securities Act;



 


		(g)	it acknowledges that neither Trio nor any person representing Trio has made any representation to it with respect to us or
the offering or sale of any Securities. It has had access to such financial and other information concerning Trio and the Securities
as it has deemed necessary in connection with its decision to acquire any of the Securities, including an opportunity to ask questions
of, and request information from, Trio;



 


		(h)	it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of its investment in the Securities and is able, without impairing its financial condition, to hold such Securities for an indefinite
period of time and to bear the economic risks of, and withstand a complete loss of, such investment;



 




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		(i)	it acknowledges that it has not purchased the Securities as a result of any General Solicitation or General Advertising within
the meaning of Regulation D under the U.S. Securities Act, including any advertisement, article, notice, or other communication
published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees
were invited by General Solicitation or General Advertising;



 


		(j)	it agrees that it will give to each person to whom it transfers Shares, Warrants or any common shares issuable upon exercise
of the Warrants notice of any restrictions on transfer of such Securities;



 


		(k)	if required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange
or other regulatory authority, it will execute, deliver and file and otherwise assist Trio in filing reports, questionnaires, undertakings
and other documents with respect to the issue of the Securities;



 


		(l)	it has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities
laws, confirms that no representation (written or oral) has been made to it by or on behalf of Trio with respect thereto other
than as set forth herein, acknowledges that it is aware of the characteristics of the Shares, the risks relating to an investment
therein and of the fact that it may not be able to resell the Shares except in accordance with limited exemptions under applicable
securities laws and regulatory policy until expiry of the applicable restricted period and compliance with the other requirements
of applicable law; and Teck further acknowledges that it has been advised to consult its own legal counsel in its jurisdiction
of residence for full particulars of the resale restrictions applicable to it;



 


		(m)	it acknowledges that Trio is not now a "reporting issuer" under the securities laws of any province or territory
in Canada, that Trio has no obligation to become a reporting issuer and that there is no guarantee that it will become a reporting
issuer in the future; and Teck further acknowledges that as a result of Trio not being a reporting issuer the Securities will be
subject to an indefinite "restricted period" under applicable Canadian securities laws of four months and a day from
the later of the date of the issuance of the applicable Units and the date Trio becomes a reporting issuer under the securities
laws of any province or territory of Canada, during which time Teck may not trade the Securities without filing a prospectus or
being able to rely on one of the limited exemptions from the requirement to file a prospectus under applicable securities laws,
and Teck acknowledges that the certificate representing the Securities will bear the following legend:



 


"Unless permitted under securities
legislation, the holder of this security must not trade the security before the date that is four months and a day after the later
of (i) September 26, 2013, and (ii) the date the issuer became a reporting issuer in any province or territory.";


 


		(n)	it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum,
any prospectus, sales or advertising literature, or any other document (other than an annual report, annual information form, interim
report, information circular or any other continuous disclosure document, the content of which is prescribed by statute or regulation)
describing or purporting to describe the business and affairs of Trio which has been prepared for delivery to, and review by, prospective
purchasers in order to assist them in making an investment decision in respect of the Units;



 




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		(o)	it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public
media), radio, television or telecommunications or other form of advertisement (including electronic display and the internet)
with respect to the distribution of the Units;



 


		(p)	it understands that the Units are being offered for sale only on a "private placement" basis and that the sale and
delivery of the Units is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery
of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without
the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) Teck is restricted from using
most of the civil remedies available under securities legislation, (ii) Teck may not receive information that would otherwise be
required to be provided to it under securities legislation, and (iii) Trio is relieved from certain obligations that would otherwise
apply under securities legislation;



 


		(q)	it acknowledges that:



 


		(i)	no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;



 


		(ii)	there is no government or other insurance covering the Securities;



 


		(iii)	there are risks associated with the purchase of the Securities;



 


		(iv)	there are restrictions on Teck's ability to resell the Securities and it is the responsibility of Teck to find out what those
restrictions are and to comply with them before selling the Securities;



 


		(v)	Trio has advised Teck that Trio is relying on an exemption from the requirements to provide Teck with a prospectus under the
Securities Act (British Columbia) and other applicable securities laws and, as a consequence of acquiring securities pursuant
to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia) and other
applicable securities laws, including statutory rights of rescission or damages, will not be available to Teck; and



 


		(vi)	the certificate representing the Securities will be endorsed with a legend stating that the Securities will be subject to restrictions
on resale in accordance with applicable securities legislation;



 


		(r)	if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock
exchange or other regulatory authority, Teck will, at no cost to Teck, execute, deliver, file and otherwise assist Trio in filing,
such reports, undertakings and other documents reasonably requested by Trio with respect to the issue of the Units including, without
limitation, this Agreement;



 




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		(s)	no person has made to Teck (or any person on whose behalf Teck is contracting) any written or oral representations (i) that
any person will resell or repurchase the Securities (except in accordance with the articles of Trio), or (ii) that any person will
refund the purchase price of the Securities, or (iii) as to the future price or value of the Securities, or (iv) as to any of the
Securities being issued pursuant to this Agreement being listed on any stock exchange; and



 


		(t)	it understands that Trio will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements
in determining its eligibility to acquire the Securities, and it agrees that, if any of the acknowledgements, representations and
agreements made by it, or deemed to have been made by it by its purchase of the Securities, is no longer accurate prior to the
Closing Date, it shall promptly notify Trio.



 


		5.	The Option



 


		5.1	Subject to the terms as hereinafter provided, Teck hereby grants to Trio the sole, exclusive and irrevocable right and option
(the “Option”) to earn, subject to Teck’s Back-in Right and the NSR royalty reserved out of the grant
as contemplated in §9, which rights and royalty are hereby reserved from the Option, the Teck Interest.



 


		5.2	Trio may exercise the Option by:



 


	  	(a)	incurring an aggregate $1,500,000 in Expenditures (as defined in §7) as follows:



 


	On or Before	 	Cumulative Expenditures	 
	September 30, 2014	 	$	300,000	 
	September 30, 2015	 	$	1,000,000	 
	September 30, 2016	 	$	1,500,000	 



 


The Expenditure of $300,000 due to be incurred on or
before September  30, 2014 is a commitment, whereas the balance of the Expenditures are optional; and


 


		(b)	issuing and delivering to Teck a further 25,000 Units (the “Second Units”) on completion of the Expenditures
necessary to exercising the Option.



 


		5.3	Upon Trio expending an aggregate of $1,500,000 in Expenditures and satisfying the other obligations under §5.2, Trio shall
forthwith provide Teck Notice (the “Option Expenditure Notice”), which shall include a statement in reasonable
detail evidencing such Expenditures and a technical report on the results obtained from such Expenditures.



 


		5.4	On the date on which the Option Expenditure Notice has been delivered, Trio will have exercised the Option and earned the Teck
Interest subject to the Back-in Right and NSR royalty contemplated in §9. As of such date, the Property shall be held in trust
by Teck for Trio and, forthwith upon Trio exercising the Option unless Teck delivers the Back-in Notice, Teck will forthwith take
all necessary steps to transfer registered title to Trio.



 




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		6.	Deficiencies in Expenditures



 


		6.1	If Trio has not incurred the requisite Expenditures as contemplated in §5.2, Trio may pay in cash to Teck, within 30 days
of the listed due date, the amount of the deficiency and such amount shall thereupon be deemed to have been Expenditures duly and
timely incurred by Trio.



 


		7.	Expenditures Defined



 


		7.1	The term “Expenditures” means:



 


		(a)	all costs, expenses, charges and outlays, direct and indirect, incurred:



 


		(i)	by Trio during the term of the Option and the Extended Period; and



 


		(ii)	by Teck, from the date Teck invokes the Back-in Right on the Property until the earlier of the termination of the Back-in Right
or formation of a Joint Venture;



 


on or in respect of the Property, including, without
limiting generality, all on-site costs, costs for prospecting, claim staking, property payments, any payments to holders of surface
rights, taxes, mapping, surveying, permitting, geochemical surveys, geophysical surveys, sampling, assaying, trenching, drilling,
geochemical analyses, road building, drill site preparation, drafting, report writing, metallurgical testing, metallurgical and
economic studies, reclamation and all other project expenditures; and


 


		(b)	a charge of 10% of all Expenditures incurred under §7.1(a) in lieu of any fees for administrative services, head office
overhead, use of the corporate infrastructure, and other general services provided by Trio during the term of the Option and Extended
Period and by Teck during the term of the Back-in Right, including but not limited to costs for officers and their expenses, secretarial
work, legal, accounting, human resources, taxes, payroll, data processing, employee benefit administration, office rents, office
supplies, and other expenditures made for the benefit of the exploration work, which shall not be charged directly in §7.1(a)
above.



 


		8.	Extended Period



 


		8.1	Upon delivering the Option Expenditure Notice, Trio will hold and manage the Property and may carry out and sole fund such
further exploration work on the Property until the earlier of the date Teck gives Notice under §14.1 that it wishes to exercise
the Back-in Right and the date the Back-in Right expires as contemplated in §14.1 (the “Extended Period”).



 


		9.	Reservation of Back-in Right and NSR



 


		9.1	Teck reserves unto itself the right (the “Back-in Right”) to earn back 65% of the interest in the Property
which Trio earned by exercising the Option, under the terms set out in §14 and §15.



 




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		9.2	Teck also reserves unto itself, but subject to §14.5, a 2% net smelter returns royalty (the “NSR”)
on the Property. The NSR is defined and is to be calculated and paid as set out in Schedule B and Trio will register the NSR against
title and Teck covenants to provide reasonable assistance to Trio in effecting the registration. Teck’s right to the NSR
terminates on its exercise of the Back-in Right.



 


		10.	Holding of Property



 


		10.1	The Property shall be held pursuant to the provisions of this Agreement. Promptly following Trio’s delivery of the Option
Expenditure Notice, Teck will transfer title to the Property to Trio and cooperate in obtaining all required consents from the
Ontario Ministry of Northern Development and Mines.



 


		10.2	If any title to the Property is held by Trio at that date, Trio will, promptly following Teck’s delivery of the Back-in
Notice, transfer title to the Property, as it is then comprised, to Teck. During the term of the Back-in Right Teck shall hold
title to the Property in trust for the parties under this Agreement. If the Back-in Right expires unexercised, Teck shall, if it
holds title to the Property, promptly transfer to Trio all right, title and interest in and to the Property, subject only to the
NSR reserved to Teck under §9.1.



 


		11.	Termination Prior to Exercise of Option



 


		11.1	Trio may, on Notice to Teck at any time before exercising the Option, terminate this Agreement so long as it is not in default
of any of its obligations under this Agreement. Further, this Agreement shall terminate if Trio fails to issue the Second Units
contemplated in §5.2 or if Trio fails to make the requisite Expenditures as set forth in §5.2, unless Trio pays the amount
of any deficiency under § 6.1. On termination, this Agreement shall be of no further force or effect and Trio shall have no
interest in the Property; provided, however, that Trio shall satisfy any liabilities which are due or accruing due on the date
of termination arising from its operations on or in respect of the Property and Trio shall:



 


		(a)	leave the Property in good standing with respect to work commitments, the filing of assessment work and paying of rental fees
for a period of 90 days from the date of termination;



 


		(b)	leave the Property free and clear of all liens, charges and encumbrances arising from operations hereunder (except for taxes
not yet due, other inchoate liens and liens contested in good faith by Trio) and in good standing with respect to all applicable
environmental, safety and other statutory rules, regulations and orders arising from or applicable to work done on the Property
by Trio; and



 


		(c)	deliver to Teck, within 60 days of a written request made by Teck, a comprehensive report on all work carried out by Trio on
the Property (limited to factual matters only), together with all drill cores, assay samples, copies of all maps, drill logs, assay
results and other factual technical data compiled by Trio with respect to the Property which were not previously delivered to Teck.



 




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		12.	Technical Committee



 


		12.1	The parties shall, as soon as practicable after signing this Agreement, establish a committee (the “Technical Committee”)
to serve as a forum through which all parties can participate in the design of work plans and budgets (“Program”)
for the Property and to review Program results from time to time. The Technical Committee shall remain constituted until the earlier
of the formation of a Joint Venture or the termination of this Agreement. A party shall be entitled to representation on the Technical
Committee and may be represented by such individuals that party considers appropriate for the subject matter of discussion at the
meetings and the nature of the Program to be considered. Without limiting generality, the Technical Committee shall:



 


		(a)	evaluate the results of Program work; and



 


		(b)	evaluate and comment upon:



 


		(i)	the scope, budget and timing of proposed Programs including all alternative suggestions or proposals of Technical Committee
members; and



 


		(ii)	any proposed acquisitions and proposed terms of acquisition.



 


		12.2	The Technical Committee’s role is advisory only and is not intended to impede or obstruct Program approval or exploration
activities. Final approval of Programs shall rest with Trio during the Option term and Extended Period, and with Teck during the
period it is exercising the Back-in Right.



 


		12.3	Meetings shall be held on not less than seven days’ Notice from Trio or Teck and shall be held not less frequently than
annually unless otherwise agreed by all parties. If both parties are in attendance their members may waive in writing the giving
of Notice for any meeting, either before or after the meeting.



 


		13.	Trio’s Rights and Obligations



 


		13.1	During the currency of the Option and Extended Period, Trio and its employees, agents and contractors shall have the right
and option, as between Trio and Teck, to:



 


		(a)	enter upon the Property;



 


		(b)	have exclusive and quiet possession thereof;



 


		(c)	have the exclusive right to do such prospecting, exploration, development or other mining work thereon and thereunder as Trio
in its sole discretion may consider advisable and including, without limitations, the removal of ores, minerals and metals from
the Property but only for the purpose of testing; and



 


		(d)	have the exclusive right to bring upon and erect upon the Property such facilities and workings (whether fixed or moveable)
as Trio may consider advisable.



 


		13.2	During the currency of the Option and Extended Period, Trio shall have full right, power and authority to do everything necessary
or desirable to carry out a Work Program on the Property and to determine the manner of exploration and development of the Property
and, without limiting the generality of the foregoing, the right, power and authority, to:



 




    	- 12 -



    	 



    

 


		(a)	regulate access to the Property, subject only to the right of Teck and its representatives to have access to the Property at
all reasonable times for the purpose of inspecting work being done thereon but at its own risk and expense;



 


		(b)	employ and engage such employees, agents and independent contractors as it may consider necessary or advisable to carry out
its duties and obligations hereunder and in this connection to delegate any of its powers and rights to perform its duties and
obligations hereunder but Trio shall not enter into contractual relationships except on terms which are commercially competitive;



 


		(c)	execute all documents, deeds and instruments, do or cause to be done all such acts and things and give all such assurances
as may be necessary to ensure that Trio maintains good and valid title to the Property; and



 


		(d)	conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of Trio.



 


		13.3	During the currency of the Option and Extended Period, Trio shall, prior to March 1 of each year beginning in 2014, deliver
to Teck a statement showing in reasonable detail the Expenditures incurred by Trio during the 12-month period ending December 31
and the aggregate Expenditures incurred to the end of such period. Teck shall have 30 days from the time of receipt of such statement
to request that Trio’s independent external auditors review the accounts and provide their audit opinion to Teck as to the
correctness of the statement, and:



 


		(a)	the audit opinion shall be final and determinative of the amount of Expenditures incurred for the audited period; provided
that, if such audit opinion discloses a deficiency in the amount of Expenditures required to be incurred to maintain its Option
in good standing, Trio may pay to Teck the amount of such deficiency within 15 days following receipt of Notice of such audited
results, whereupon such amount shall be deemed to have been Expenditures incurred during the audited period; and



 


		(b)	the costs of the audit opinion shall be borne by Trio if Trio’s statement overstated Expenditures by more than 3% and
shall otherwise be borne by Teck.



 


If Teck does not, within the above 30-day period,
request that Trio’s independent external auditors provide their audit opinion then such statement shall be deemed to be correct
and unimpeachable thereafter.


 


		13.4	During the currency of the Option and Extended Period, Trio shall assume all obligations and liabilities associated with the
Property, and in connection therewith Trio shall:



 


		(a)	keep title to the Property in good standing;



 


		(b)	keep the Property free and clear of all liens, charges and encumbrances arising from its operations hereunder (except liens
for taxes not yet due, other inchoate liens and liens contested in good faith by Trio) and shall proceed with all diligence to
contest and discharge any such lien that is filed and shall keep the Property in good standing by paying all taxes and doing all
necessary exploration work and all other acts and things which may be necessary in that regard;



 




    	- 13 -



    	 



    

 


		(c)	permit Teck, or its representatives duly authorized by it in writing, at its own risk and expense, access to the Property at
all reasonable times and access to all factual records in the possession of Trio, its servants and agents in connection with work
done on or with respect to the Property;



 


		(d)	furnish Teck with annual reports by March 1 of each year during the conduct of the work carried out by Trio on or with
respect to the Property and results obtained, together with regular progress updates (not less than quarterly), during periods
of active work, on the status of exploration;



 


		(e)	conduct all work on or with respect to the Property in a manner consistent with good exploration, engineering and mining practices
and in compliance with all applicable laws, rules, orders and regulations;



 


		(f)	be responsible for providing worker’s compensation coverage for its personnel;



 


		(g)	arrange and pay for with an insurer in a form acceptable to Teck:



 


		(i)	comprehensive general insurance policies with coverage of at least $5.0 million;



 


		(ii)	if helicopter or fixed wing aircraft are used in performance of the work contemplated by this Agreement, policies pertaining
to aircraft liability (having a limit of not less than $1.5 million per seat inclusive for any one accident or occurrence; and
insuring against claims for personal injury including death) and hull coverage should be included;



 


		(iii)	automobile liability insurance, having a limit of not less than $3 million inclusive for any one occurrence, and insuring against
claims for bodily injury, including death, and for property damage arising out of the use of Trio’s owned, leased and non-owned
vehicles for the performance of any activities under this Agreement;



 


		(iv)	promptly furnish a Certificate of Insurance, to Teck c/o Teck Resources Limited’s Director, Risk and Global Insurance
at the Canadian address as stated in §36.1, as proof of insurance in accordance with §13.4(g)(i);



 


		(v)	the certificate of insurance under §13.4(g)(i) shall:



 


		A.	confirm that Teck and its directors, officers, employees and agents are considered “additional insureds” under
that policy with respect to the activities of Trio, their agents, contractors, licensees and invitees on or in respect of the Property;



 


		B.	contain a waiver of subrogation in favour of Teck and its affiliates and their directors, employees, agents, contractors, licensees
and invitees; and



 




    	- 14 -



    	 



    

 


		C.	confirm that the insurer shall provide Teck with at least 30 days notice of variation, cancellation or termination of the coverage;
and



 


		(vi)	pay the full deductible amounts if there is a claim against any policy of insurance to be provided by Trio under §13.4(g)
of this Agreement.



 


		13.5	During the Option term and Extended Period, Trio shall:



 


		(a)	not bring contaminants onto the Property except as required by standard industry practice in connection with the work being
done on the Property and then to handle any such contaminants in a safe and proper manner;



 


		(b)	at all times retain any and all liabilities arising from the handling, treatment, storage, transportation or disposal of environmental
or similar contaminants on or near the Property by Trio or by any of Trio’s contractors or agents; and



 


		(c)	at its sole cost and expense, remove or take remedial action with regard to any materials released by Trio or its contractors
and agents, into the environment at, on or near the Property for which any removal or remedial action is required pursuant to any
law, regulation, order or governmental action, whether enacted, made or declared in force before or after the date hereof, provided
that:



 


		(i)	no such removal or remedial action shall be taken except after reasonable advance Notice has been given to Teck; and



 


		(ii)	any such removal or remedial action shall be undertaken in a manner so as to minimize any impact to the Property;



 


so that at the time this Agreement terminates or Teck
elects to exercise its Back-in Right, the Property and Trio’s work on the Property are compliant with all laws, including
without limitation, environmental laws.


 


		13.6	During the Option term and Extended Period, prior to Teck electing to exercise its Back-in Right or prior to the expiry of
the time for making its election thereof, Trio:



 


		(a)	may not abandon any all or any portion of the Property without first obtaining Teck’s written approval, and if Teck does
not provide such approval then Trio shall transfer said portion to Teck, with its tenure in at least 90 days good standing, at
no cost to Teck;



 


		(b)	shall not without Teck’s prior written consent, commence a work program for the preparation of a Feasibility Study on
the Property, it being acknowledged that this section does not restrict Trio from carrying out pre-feasibility studies or preparing
other technical reports; and



 


		(c)	shall not without Teck’s written consent, place the Property into commercial production or commence development of the
Property as a mine or make any financing commitments in anticipation thereof.



 




    	- 15 -



    	 



    

 


		14.	Back-in Election by Teck



 


		14.1	Teck may, at any time, elect to exercise the Back-in Right by delivering Notice (the “Back-in Notice”) to
Trio that it wishes to elect to exercise its Back-in Right. The Back-in Right will expire 60 days after delivery of a pre-feasibility
study for the Property that is a “technical report” as defined in National Instrument 43-101 unless an earlier election
to exercise the Back-in Right is made by Teck. .If Teck elects to exercise the Back-in Right before Trio has exercised the Option,
Trio will be deemed to have exercised the Option for the Expenditures it had actually incurred to the date of Teck’s election.



 


		14.2	Upon the election to exercise the Back-in Right, Teck may earn a 65% interest in the Property by incurring optional Expenditures
equal to two times Trio’s Expenditures to the date of Teck’s Notice under 14.1, or completing a Feasibility Study,
as defined in §22.2, for the Property (the “Back-in Requirement”), within five years of the election of
the Back-in Right.



 


		14.3	Subject to earlier termination hereunder, Teck shall have exercised its Back-in Right on the earlier of the date (the “Earn-back
Date”) that it has completed the Expenditure requirements under §14.2 and delivered Notice thereof to Trio or delivered
the Feasibility Study contemplated in §14.2. On the Earn-back Date, Teck’s rights to the NSR contemplated in §9.2
shall be extinguished.



 


		14.4	If prior to the fifth anniversary of the delivery of notice under §14.1 Teck has not satisfied the Back-in Requirement
under §14, the Back-in Right shall terminate unless Teck pays, in cash, to Trio, within 30 days, the amount of the deficiency
and such amount shall thereupon be deemed to have been Expenditures duly and timely incurred by Teck.



 


		14.5	At any time after Teck elects to exercise its Back-in Right and prior to earning the 65% interest in the Property, Teck may
elect to terminate the Back-in Right by giving Notice to Trio. Upon the effective date of such termination, the Property shall
be owned by Trio as to a 100% interest, free of any claim of Teck other than the NSR reserved under §9.2. On termination of
the Back-in Right, Teck shall have the same obligations, mutatis mutandis, as did Trio under §11.1(a) and §11.1(c)
during the Option period.



 


		15.	Teck’s Right of Entry and Obligations Prior to Formation of Joint Venture



 


		15.1	If Teck gives Notice under §14.1 of its election to invoke its Back-in Right to the Property then Teck shall, prior to
the earlier of the termination of the Back-in Right and the formation of the Joint Venture under §16.1, have the right and
option, as between Trio and Teck, to:



 


		(a)	enter upon the Property;



 


		(b)	have exclusive and quiet possession thereof;



 


		(c)	have the exclusive right to do such prospecting, exploration, development or other mining work thereon and thereunder as Teck
in its sole discretion may consider advisable including, without limitation, the removal of ores, minerals and metals from the
Property but only for the purpose of testing; and



 




    	- 16 -



    	 



    

 


		(d)	have the exclusive right to bring and erect upon, and remove from, the Property such facilities and workings (whether fixed
or moveable) as Teck may consider advisable.



 


		15.2	If Teck elects to invoke its Back-in Right it shall, by March 1 in each year prior to the earlier of the termination of
the Back-in Right and the formation of the Joint Venture, deliver to Trio a statement showing in reasonable detail the Expenditures
incurred by Teck for the 12-month period ending December 31 and the aggregate Expenditures incurred by Teck to the end of
such period. Trio shall have the same audit rights with respect to such statement as did Teck under §13.3.



 


		15.3	During the currency of the Back-in Right, Teck shall assume all obligations and liabilities associated with any leases, licenses
and authorizations in relation to the Property, and in connection therewith Teck shall have the same rights and obligations as
did Trio under §13.4(a) through §13.4(f) and §13.5 during the Option term.



 


Joint Venture Terms


 


The following §16 through §28 apply to the Joint Venture.


 


		16.	Formation, Funding and Dilution of the Joint Venture



 


		16.1	A joint venture (the “Joint Venture”) shall automatically be deemed to be formed on the Earn-back Date (the
“Participation Date”), to further explore and, if warranted, develop the Property, with the parties’ initial
Joint Venture interests being 65% Teck and 35% Trio.



 


		16.2	From the formation of the Joint Venture, each party shall be liable for its pro-rata share of Costs and liabilities in accordance
with its interest in the Joint Venture. Upon payment for Costs incurred by the Operator under the Joint Venture, a party contributing
to those Costs shall be entitled to all tax benefits with respect thereto.



 


		16.3	On the Participation Date, the total initial deemed Costs (“TDC”) for the purposes of the Joint Venture
shall be equal to the sum of the Expenditures incurred under this Agreement by Teck to exercise the Back-in Right. Teck’s
initial deemed Costs shall be 65% multiplied by the TDC and Trio’s initial deemed Costs shall be 35% multiplied by the TDC.



 


		16.4	Subsequent to the Participation Date, the respective interests of the parties shall be determined from time to time as being
equal to the product obtained by:



 


		(a)	multiplying 100% by;



 


		(b)	the respective party’s TDC plus the amount of the respective party’s contributions to Costs subsequent to the Participation
Date; and



 




    	- 17 -



    	 



    

 


		(c)	dividing by the TDC plus the amount of all contributions to Costs made subsequent to the Participation Date by all parties.



 


		17.	Management Committee



 


		17.1	Upon the formation of the Joint Venture, a management committee (the “Management Committee”) shall be formed
to manage all exploration, development and operating programs on the Property with Trio and Teck each having two representatives.
Decisions will be made by simple majority vote based on the parties’ percentage interests in the Joint Venture and each party’s
representatives shall have a collective vote equal to the interest held by the party they represent.



 


		17.2	Notwithstanding any other term of this Agreement, the Operator shall not take any of the following actions without obtaining
the approval of members of the Management Committee holding at least a 67% interest in the Joint Venture:



 


		(a)	create, or permit to remain, any material liens, upon any asset of the Joint Venture, except for any liens which are customary
in the circumstances of a mining joint venture (it being acknowledged, for greater certainty, that this §17.2(a) shall not
prevent a party from creating a lien on its interest as is otherwise provided for elsewhere in this Agreement);



 


		(b)	settle any suit, claim or demand with respect to the Joint Venture involving an amount in excess of $1,000,000 (it being acknowledged,
for greater certainty, that this §17.2(b) shall not prevent a party from settling a suit, claim or demand on its own behalf
if the other party does not wish to join in);



 


		(c)	abandon, sell or otherwise dispose of any asset of the Joint Venture having a net book value greater than $500,000 or, if related
to normal business operations, a net book value greater than $1,000,000 unless provided for in an approved Work Program or plan
budget; or



 


		(d)	after the commencement of commercial production, any expansion of the mine from that contemplated in the approved Feasibility
Study or production plan.



 


		18.	Operator



 


		18.1	Except as otherwise specifically provided for herein to the contrary, Teck shall be the initial operator (the “Operator”)
of all work programs on the Property, and shall remain as Operator so long as Teck holds the single largest interest in the Joint
Venture. In the event Teck does not hold the single largest interest in the Joint Venture, the party holding the single largest
interest in the Joint Venture from time to time shall be entitled to the Operator of all work programs on the Property. The Operator
will be responsible for the daily direction of exploration, development and mining activities which it carries out on behalf of
the Joint Venture and, in connection therewith, will have the same rights and obligations as Trio had under §13.4(a) through
§13.4(f) and §13.5.



 




    	- 18 -



    	 



    

 


		19.	Costs Defined



 


		19.1	“Costs” means:



 


		(a)	all costs, expenses, charges and outlays, direct and indirect, made or incurred by the Operator on or in respect of the Property
after the formation of the Joint Venture; and



 


		(b)	an Operator’s fee as follows:



 


		(i)	a fee of 10% of all costs, expenses, changes and outlays under §19.1(a) incurred during the Joint Venture exploration
period (i.e., prior to a Production Decision); and



 


		(ii)	a fee of 3% of costs incurred after a Production Decision is made for the Property.



 


This fee is intended as a reimbursement of the costs
of the time incurred by head office management, administration and support functions in respect of approval of Work Programs, which
is not billed as cost under §19.1(a). This fee shall not be subject to audit but may be reviewed by the parties from time
to time.


 


		20.	Exploration Programs



 


		20.1	Prior to a Production Decision, the Operator shall propose draft work programs by February 28 of each year for Management
Committee approval and shall carry out approved work programs and budgets (“Work Programs”). Any Feasibility
Study (as defined in §22.2) shall be prepared under a separate Work Program and shall be for such term as the Operator feels
is appropriate for the completion of such Feasibility Study.



 


		20.2	Each party may, within 60 days of Management Committee approval, elect to contribute its proportionate share of the Costs required
to conduct each Work Program. If a party (a “Non-Contributor”) elects or is deemed to have elected not to contribute
its proportionate share of a Work Program, the other party (a “Contributor”) that has elected to contribute
its proportionate share of the Work Program may give Notice to the Operator and the Non-Contributor stating that it will contribute,
in addition to its own proportionate share, the proportionate share of the Non-Contributor.



 


		20.3	Prior to a Production Decision, if a party elects not to contribute its pro-rata share of Costs of a Work Program or Feasibility
Study, the other parties may contribute such shortfall pro-rata to their interests and if another party contributes to the shortfall
thereby created, the interests of the parties shall be adjusted according to §16.4 so that each party holds an interest in
the Joint Venture proportionate to its deemed and actual contributions. However, if any Work Program is completed with less than
80% of the budgeted Costs having been incurred, the non-contributing party may contribute, within 30 days of completion of the
Work Program, its proportionate share of the actual Costs incurred and thereby maintain its interest.



 




    	- 19 -



    	 



    

 


		20.4	Subject to §21.1, the Operator will not proceed with any Work Program which is not fully subscribed. If the parties fully
subscribe to a Work Program, the Operator will proceed with such Work Program.



 


		20.5	If any party dilutes its interest to less than 10% in the Joint Venture, its interest shall then be automatically converted
to a royalty of 5% net profit interest on the Property (the “NPI Royalty”), as further defined in Schedule C
and except for the NPI Royalty it will cease to have any further rights, title or interest under this Agreement.



 


		20.6	The Operator may invoice for exploration Costs incurred or to cash call reasonably in advance of requirements. If a party has
elected to contribute to a Work Program and does not pay the amount invoiced for said Work Program within 30 days, the Operator
may demand payment. If a written demand is made as aforesaid, it shall contain a reminder to the party upon which demand is being
made that its interests under this Agreement will be converted to a NPI Royalty if payment of its proportionate share is not made
as demanded. If payment is not made within 30 days of demand, the other party may elect to advance the amount of the defaulted
payment and the defaulting party shall be deemed to have assigned and conveyed its interest to the other party, or parties as the
case may be, and in consideration therefor the defaulting party will be entitled to receive a NPI Royalty capped at such party’s
actual contributions to Expenditures and Costs hereunder. The remaining parties shall apportion the assigning party’s deemed
Costs amongst them pro rata to their interests and adjust their interests according to §16.4.



 


		21.	Mandatory Program



 


		21.1	If, in any year prior to a Production Decision, there is no approved Work Program and circumstances are such that the Operator
must incur Costs in order to maintain tenure to the Property, to satisfy contractual obligations or obligations imposed by law
or to prevent waste or protect life and property, the Operator shall be entitled to propose a program (the “Mandatory
Program”) of Costs to maintain tenure to the Property, to satisfy contractual obligations that have been entered into
as the result of a previously approved Work Program and to satisfy obligations imposed by law or to prevent waste or protect life
and property. The Mandatory Program shall be deemed to be approved if proposed by the Operator in good faith, and each of the parties
shall be obligated to contribute its proportionate share of Costs provided that if the non-Operator’s proportionate share
of Costs is in excess of $500,000 and the non-Operator does not have sufficient cash on hand and it wishes to retain its interest,
it will give Notice thereof to the Operator within 30 days, whereupon the Operator may elect to advance the amount of the defaulted
payment. Notwithstanding the foregoing, if payment is not made within 30 days of written demand, which written demand may be made
30 days after an invoice has been given to a party, the other party may elect to advance the amount of the defaulted payment. The
defaulting party shall then have 365 days to reimburse the party that advanced the amount of the defaulted payment, with interest
at the “Prime Rate” plus 4% per annum, as defined in §4.01(h) of Schedule C. Should such reimbursement
not be made by such date the defaulting party shall be deemed to have assigned and conveyed its interest to the other party, or
parties as the case may be, and in consideration therefore the defaulting party will be entitled to receive a NPI Royalty capped
at such party’s actual contributions to Expenditures and Costs hereunder. The remaining parties shall apportion the assigning
party’s deemed Costs amongst them pro rata to their interests and adjust their interests according to §16.4. If a written
demand is made as aforesaid, it shall contain a reminder to the party upon which demand is being made that its interests under
this Agreement will be converted to the NPI Royalty if payment of its proportionate share is not made as demanded.



 




    	- 20 -



    	 



    

 


		22.	Feasibility Study



 


		22.1	The Management Committee may direct the Operator to prepare a Feasibility Study, as herein defined, as a separate Work Program.
The Feasibility Study is to be in a form which the Operator, acting reasonably and in good faith, considers suitable for each of
the parties to present to a lender in an application for production financing for their respective shares of mine construction
Costs if the Feasibility Study was assumed to be positive and a production decision was assumed could be made.



 


		22.2	“Feasibility Study” means a study prepared pursuant to this Agreement and addressed to the parties to the
Joint Venture that addresses the requirements of the definition of “feasibility study” contained in National Instrument
43-101 (or similar, amended, successor or replacement instruments in place from time to time) and that shows the feasibility of
placing the Property or part thereof into commercial production. Any Feasibility Study prepared pursuant to this Agreement shall
contain the geological, engineering, operating, economic and other factors which the Operator considers relevant, in sufficient
detail to provide a comprehensive analysis of the economic and technical viability of constructing and operating a mine on the
Property. The Feasibility Study shall examine the following matters: ore reserves; mining methods; metallurgy and processing (including
metal recovery); environment; tailings and waste disposal; capital and operating cost estimates; manpower; social and community
affairs; transportation methods and costs; marketing; project financing alternatives; a sensitivity analysis; such other matters
as the Operator considers appropriate. The Feasibility Study shall include at least the following information:



 


		(a)	a description of that part of the Property to be covered by the proposed mine;



 


		(b)	the estimated recoverable reserves of minerals and the estimated composition and content thereof;



 


		(c)	the proposed procedure for development, mining and production;



 


		(d)	results of ore amenability tests;



 


		(e)	the nature and extent of the facilities proposed to be acquired which may include mill facilities, if the size, extent and
location of the ore body makes such mill facilities feasible, in which event the study shall also include a preliminary design
for such mill;



 


		(f)	the total costs, including capital budget, which are reasonably required to purchase, construct and install all structures,
machinery and equipment required for the proposed mine, including a schedule of timing of such requirements;



 




    	- 21 -



    	 



    

 


		(g)	all environmental impact studies and costs;



 


		(h)	the period in which it is proposed the Property shall be brought to commercial production;



 


		(i)	such other data and information as are reasonably necessary to substantiate the existence of an ore deposit of sufficient size
and grade to justify development of a mine, taking into account relevant business, tax and other economic considerations; and



 


		(j)	working capital requirements for the initial four months of operation of the Property as a mine or such longer period as may
be reasonably justified in the circumstances.



 


		23.	Production Decision and Funding



 


		23.1	The Management Committee shall not meet to consider a Feasibility Study any sooner than 60 days after it was delivered
to each party, unless the parties agree to an earlier meeting. Any decision to place the Property into production is to be based
on a production plan approved by the Management Committee and based on an approved Feasibility Study with such modifications, if
any, as the Management Committee considers necessary or desirable.



 


		23.2	The Management Committee may approve a production plan based on the Feasibility Study (including a mine construction Cost estimate,
with reasonable allowance for contingencies, which the Management Committee considers necessary to implement the production plan,
together with a schedule of advances which the parties shall be required to make in respect of Costs required to construct and
to operate the mine) and the giving of a Notice to each of the parties that a decision has been made to construct a mine on the
Property (a “Production Decision”).



 


		23.3	Each party may, by Notice within 90 days of receipt of Notice of a Production Decision, elect to participate in placing the
Property into production by committing to contribute its proportionate share of the Costs required to construct and to operate
the mine in proportion to its interest, or some lesser share but at least 10%. If a party so elects to contribute, it shall be
deemed to hold an interest equivalent to that percentage which it elected to contribute. If a party elects not to contribute at
least a 10% share, it shall be deemed to have assigned and conveyed its interest to the other party, or parties as the case may
be, and in consideration therefore the party will be entitled to receive the NPI Royalty. If a party elects to fund some lesser
share than its entire interest percentage, but at least 10%, the interest that was forgone in the election shall be deemed to have
been assigned to the other party or parties (in the case of “parties”, proportionate to their then interests in the
Joint Venture), for no consideration, if such other party or parties elect(s) to increase its/their contribution thereby. If elections
have not been made within 120 days of receipt of Notice of a Production Decision to fully fund the mine construction Costs then
the production plan shall be deemed withdrawn.



 




    	- 22 -



    	 



    

 


		23.4	A party that elected to contribute to mine construction Costs as contemplated in §23.3 shall separately provide its share
of mine construction Costs. Solely in order to secure loans to meet its contributions toward mine construction Costs, a party may
pledge, mortgage, charge or otherwise encumber its interest provided that pledgee, mortgagee, or holder of the charge or encumbrance
undertakes in writing with all of the parties that:



 


		(a)	its security shall be held subject to this Agreement;



 


		(b)	its remedies under that security shall be limited to the sale of the whole (but only the whole) of the encumbering party’s
secured interest; and



 


		(c)	its security and right of payment shall be subordinate to the terms of this Agreement.



 


		24.	Mine Construction and Operations



 


		24.1	A mine shall be constructed substantially in conformity with the production plan approved under §23.2, but subject to
the right of the Management Committee to approve such reasonable variations in construction as it may deem advisable. Upon mine
construction commencing the Operator shall provide monthly progress reports to the non-Operator.



 


		24.2	Commencing with the completion date of mine construction, all mining operations shall be planned and conducted and all estimates,
reports and statements shall be prepared and made on the basis of annual operating plans approved by the Management Committee.
Operating plans will be decided by the Management Committee on a calendar year basis taking into reasonable account the views of
the parties in respect of the operating plans with the intent that operating plans will be designed so that the mine is operated
at production rates contemplated in the Feasibility Study but subject to the right of the Management Committee to approve such
reasonable variations in production rates as it may deem advisable. If the Management Committee is deadlocked over the first or
any subsequent operating plan, the operating plan proposed by the Operator will prevail provided the budget does not exceed the
budget forecast for that year in the Feasibility Study, or a forecast subsequently unanimously approved by the Management Committee,
plus 10%.



 


		24.3	The Operator may invoice for mine construction Costs or mine operating Costs incurred or to cash call reasonably in advance
of requirements. If a party does not pay the amount invoiced within 30 days, the Operator may demand payment. If payment is not
made within 30 days of demand the other party may elect to pay all or a portion of the unpaid cost share of the defaulting party.
If the other party advances such unpaid share, then it shall be entitled to recover the amount so paid, together with interest
thereon from the date so paid at a per annum rate equal to Prime Rate plus 2%, calculated monthly. The party making the advance
shall have a lien against the defaulting party’s interest and shall have:



 


		(a)	the right to take possession of all or a portion of the defaulting party’s interest in the Property and to sell, or purchase,
such interest to recover the amount of such default;



 




    	- 23 -



    	 



    

 


provided that


 


		(b)	if the Property is in production the party making the advance will, in the interim of proceeding under §24.3(a) above,
have a prior and a first right to receive, sell and retain the profits from the share of mineral products of the defaulting party
until such party has received proceeds of a value equal to (after the costs of sale of the mineral products and costs of enforcement
of the lien) the amount advanced, together with interest thereon at the rate specified.



 


		25.	Suspension and Termination of Work 



 


		25.1	The Operator may and shall upon request made by the Management Committee, at any time after the completion date of mine construction,
prepare its recommendations as to a suspension of the operating plan during periods of sustained, or anticipated sustained, negative
operating cash flow in the opinion of the Operator acting reasonably. The Operator’s recommendation shall include a plan
and budget (in this §25.1 called the “Mine Suspension Plan”), in reasonable detail, of the activities to
be performed, and level of care and maintenance necessary, to maintain the assets and Property during the period of suspension
and the Costs to be incurred and a schedule of advances which the participants will be required to make in respect of those Costs.
The Management Committee may approve the Mine Suspension Plan with such changes as it deems necessary. If the Management Committee
approves the Mine Suspension Plan the Operator shall suspend Work in accordance therewith and the participants shall be committed
to contribute their proportionate share of the Costs incurred in connection therewith. If the Mine Suspension Plan contemplates
a suspension of work for a definite time, the Management Committee may cause work to be resumed at any time upon the resolution
of the issues which led to the need to suspend. If the Mine Suspension Plan contemplated an indefinite suspension of work, the
Property and mine shall be maintained on a care and maintenance basis in accordance with annual plans and budgets presented by
the Operator consistent with the Mine Suspension Plan approved by the Management Committee and each party shall be obligated to
contribute its proportionate share of the Costs thereof as if these Costs were Mandatory Costs. If work is indefinitely suspended,
work may only be resumed upon the provisions of §22 and §23 having been applied.



 


		25.2	The Operator may, and shall upon request made by the Management Committee, at any time after the completion date of mine construction,
prepare its recommendations as to the permanent termination of all operations. The Operator’s recommendation shall include
a Plan and budget (in this §25.2 called the “Mine Closure Plan”), in reasonable detail, of the Work to
be performed to close the mine and reclaim the Property in compliance with all laws and the Operator’s usual reclamation
practices. If:



 


		(a)	the Operator recommends a permanent termination based upon its bona fide conclusion that economic reserves at the Mine
have been exhausted and the Property has insufficient potential to add sufficient new reserves to support operations, the Management
Committee may, by Simple Majority; or



 




    	- 24 -



    	 



    

 


		(b)	in any other case the Operator deems warranted, the Management Committee may, by unanimous approval



 


approve the Mine Closure Plan with such changes as
the Management Committee deems necessary.


 


		25.3	If the Management Committee approves the Mine Closure Plan the Operator shall:



 


		(a)	implement the Mine Closure Plan, as approved, whereupon the participants shall be committed to pay, in proportion to their
respective interest, such Costs as may be required to implement that Mine Closure Plan, which payment shall be due and payable
upon receipt of the Operator’s invoices either for advances on Costs, such advances not to be for amounts in excess of anticipated
requirements for the next three months or for Costs incurred and to bear interest if not paid within 30 days from the date of the
invoice until paid at the Prime Rate plus 4% per annum;



 


		(b)	remove, sell and dispose of such mine and assets as may reasonably be removed and disposed of profitably and such other mine
and assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and



 


		(c)	sell, abandon or otherwise dispose of the Property, if to a participant or an affiliate then upon Management Committee approval
with that participant not being entitled to vote;



 


provided that the disposal price for the mine and
assets and the Property shall be the best price obtainable and, in any event, not less than any prices which the Management Committee
has established approving the Mine Closure Plan and the net revenues, if any, from the removal and sale shall be credited to the
participants in proportion to their respective interests.


 


		25.4	If the Management Committee does not approve the Operator’s recommended Mine Closure Plan, the Operator shall maintain
operations in accordance with the Mine Suspension Plan as approved pursuant to §25.1, but at the expense of those participants
who voted against approval of the Mine Closure Plan.



 





		26.	Abandonment
                                                                                                                 of Property



 


		26.1	If the Management Committee elects
                                                            to abandon any mineral claim comprising the Property and any party
                                                            (the “Contesting Party”) has voted against such
                                                            abandonment, then each party shall be notified promptly of such abandonment
                                                            at least 60 days prior to the anniversary of the recording date for
                                                            the claim to be abandoned. If the Contesting Party, within 30 days
                                                            of receiving a Notice of abandonment, notifies the Management Committee
                                                            that the Contesting Party wishes to acquire the abandoned claim, then
                                                            the parties shall cause a transfer of the claim to be abandoned to
                                                            the Contesting Party as soon as practicable thereafter.





 




    	- 25 -



    	 



    

  


		27.	Indemnification During Joint Venture



 


		27.1	Subject to §27.2 and §27.4, following the formation of the Joint Venture, each party with a participating interest
(for clarity this excludes a party who’s interest has been converted to an NPI Royalty) shall indemnify and save the Operator
harmless from and against any loss, liability, claim, demand, damage, expense, injury and death, including legal fees, resulting
from any act or omission of the Operator or its officers, employees or agents.



 


		27.2	Notwithstanding §27.1, the Operator shall not be indemnified nor held harmless by any of the parties for any loss, liability,
claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting
from the negligence, fraud, dishonesty or wilful misconduct of the Operator or its officers, employees or agents.



 


		27.3	An act or omission of the Operator or its officers, employees or agents done or omitted to be done:



 


		(a)	at the direction, or within the scope of the direction, of the Management Committee; or



 


		(b)	with the concurrence of the Management Committee; or



 


		(c)	unilaterally and in good faith by the Operator to protect life or property;



 


shall be deemed not to be negligence or wilful misconduct
provided that the Operator has otherwise performed its duties and obligations as contemplated in §18.1.


 


		27.4	The obligation of the other parties to indemnify and save the Operator harmless pursuant to §27.1 shall be in proportion
to their respective participating interest in the Joint Venture as at the date that the loss, liability, claim, demand, damage,
expense, injury or death occurred or arose.



 


		27.5	The Operator shall not be liable to any other party nor shall any party be liable to the Operator in contract, tort or otherwise
for any special or consequential damages, including, without limiting the generality, loss of revenues or profits.



 


		28.	Marketing Rights



 


		28.1	A party contributing to mine construction Costs and mine operating Costs shall take, in kind, its proportionate share of any
minerals produced and separately dispose of the same.



 


		28.2	Trio shall appoint Teck as their sole marketing agent to sell and dispose of its share of all base metals or base metal concentrates,
if any, produced from the Property. Trio and Teck shall negotiate in good faith as to the commercially competitive terms under
which Teck shall market Trio’s share of such products.



 




    	- 26 -



    	 



    

 


Terms Applicable to the Entire Agreement


 


The following terms apply to the Trio Option, the Extended Period
and the Joint Venture phases:


 


		29.	Curing Default



 


		29.1	Except for the provisions of this Agreement providing for elections to contribute and contributions to Work Programs, Mandatory
Programs (as defined in §21.1), production plans and operating plans, Mine Suspension Plans and Mine Closure Plans, with which
the parties must strictly comply, and except as otherwise provided in this Agreement, if any party (a “Defaulting Party”)
is in breach or default of any requirement herein set forth, the other party may give Notice to the Defaulting Party specifying
the breach or default. The Defaulting Party shall not lose any rights under this Agreement unless promptly and in any event within
30 days after the giving of Notice (as defined in §36.1) of default given by the other party, the Defaulting Party has failed
promptly to take reasonable steps to cure the breach or default by the appropriate performance. Upon any such failure the other
party shall be entitled to seek any remedy it may have on account of such default.



 


		30.	Restrictions on Alienation



 


		30.1	Except in accordance with this Agreement no party shall encumber its interest in the Property or rights under this Agreement.



 


		30.2	No party shall institute any proceedings to partition the Property.



 


		30.3	Except in accordance with this section, Trio shall not transfer, convey, assign, mortgage or grant an option in its interest
in the Property or its rights under this Agreement. If Trio wishes to transfer, convey, assign or grant an option in its interest
in the Property or rights under this Agreement (collectively, “Dispose”), it may do so in the manner set out
below:



 


		(a)	Following its exercise of the Option, if Trio wishes to Dispose of its interest in the Property, its NPI Royalty or rights
under this Agreement (the interest and rights to be Disposed of being called the “Holding”), Trio shall first
offer to sell the Holding to Teck for a cash consideration and upon such other terms and conditions as Trio deems fit. Teck shall
be entitled to elect, upon notice to Trio, within 60 days of its offer, to purchase the Holding, in which case the closing of the
sale and purchase shall take place at a mutually agreeable time and place within 60 days of Teck’s election to purchase.
If, within 60 days of Trio’s offer to sell, Teck elects not to purchase the Holding upon those terms and conditions, Trio
will be free to dispose of that Holding to a third party at any time within six months of the expiry of the time for Teck to make
an election but only for a cash consideration equal to or greater than the cash consideration stated in Trio's offer to sell to
Teck, and upon no more favourable terms and conditions as the offer to sell to Teck, provided, however, that the sale of the Holding
to the third party shall be subject to the third party entering into an agreement with Teck whereby it agrees to be bound by the
provisions of this Agreement (including, but not limited to, the restrictions on alienation that Trio is subject to). Any Holding
not disposed of by Teck as aforesaid will remain subject to the provisions of this subsection.



 




    	- 27 -



    	 



    

 


		(b)	Upon Teck or a third party acquiring the Holding, Teck or the third party will be deemed to have acquired a corresponding portion
of Trio’s Costs. The third party will be entitled to all the rights and benefits accruing, and be subject to the same duties
and obligations attributable, to the interest which it has purchased from Trio, including, without limiting the generality of the
foregoing, the right to participate in any further Programs, Mandatory Programs, production plans, operating plans, Mine Suspension
Plans and Mine Closure Plans and the right to have its interest increased or reduced in the same manner as Trio in the event the
third party does not participate in Programs, Mandatory Programs, production plans, operating plans, Mine Suspension Plans and
Mine Closure Plans.



 


		30.4	Teck shall be entitled to freely assign its interest in the Property, its NSR Royalty, any NPI Royalty and rights to this Agreement.
However, Teck shall not sell, assign or transfer any of its interest in the Property to a third party unless the transferee delivers
an agreement to Trio whereby it agrees to be bound by the terms and conditions of this Agreement.



 


		31.	Maximum Royalty



 


		31.1	If a party transfers a portion of its interest in the Property to a third party as permitted by this Agreement, each of: (i) Trio
and its assigns, and (ii) Teck and its assigns, shall be entitled to the NPI Royalty or NSR Royalty, contemplated in this
Agreement, in the aggregate, allocated between them in such proportions to which they have agreed, which shall be stated in any
joint Notice provided by them and failing that joint Notice then in proportion to the interest in the Property held by them immediately
upon closing the sale or transfer contemplated in this §31.



 


		32.	Area of Interest



 


		32.1	During the term of this Agreement and any Joint Venture formed hereunder, there shall be an area of interest which will comprise
any lands within two kilometres of the Property listed in Schedule A to this Agreement. If either party stakes or acquires any
surface or water rights or mineral rights or other property within the area of interest, it will offer to have those rights or
other property included in this Agreement; it being agreed that the parties shall consult each other prior to making any acquisitions
of lands held by third parties within the area of interest. The other party shall have 30 days to elect whether to accept that
offer and, if it elects to have those rights or other property included in this Agreement, then:



 


		(a)	if the acquisition was made during the term of the Option or the Extended Period:



 


		(i)	by Trio, no payment shall be required of Teck and the acquisitions costs will be considered Trio Expenditures; or



 


		(ii)	by Teck, Trio shall, at the time of its election, reimburse Teck for its acquisition costs and the amount of the reimbursement
will be considered Trio Expenditures;



 




    	- 28 -



    	 



    

 


		(b)	if the acquisition was made during the term of the Back-in Period:



 


		(i)	by Teck, no payment shall be required of Trio and the acquisitions costs will be considered Teck Expenditures; or



 


		(ii)	by Trio, Teck shall, at the time of its election, reimburse Trio for its acquisition costs and the amount of the reimbursement
will be considered Teck Expenditures; or



 


		(c)	if the acquisition was made during the term of the Joint Venture, the party which elected to accept the offer shall, with its
acceptance Notice, reimburse the acquiring party for the electing party’s share, based on its then interest in the Joint
Venture, of the costs of acquisition;



 


failing which election and payment, if any, the acquiring
party may retain the rights or property so acquired free of the terms of this Agreement. This Agreement shall not restrict the
rights of either party to acquire mineral rights or other property outside the area of interest.


 


		32.2	If the Trio Option terminates, §32.1 shall:



 


		(a)	in the case of Trio’s obligations to Teck, remain in effect for 120 days after Trio has delivered a comprehensive report
under §11.1(c) to Teck in respect of Trio’s work on the Property; and



 


		(b)	with respect to Teck’s obligations to Trio, it shall terminate immediately.



 


		32.3	If the Teck Back-in expires or terminates, unexercised, §32.1 shall:



 


		(a)	in the case of Teck’s obligations to Trio, if the Back-in Right terminates pursuant to §14.4, remain in effect for
120 days after after Teck has delivered a comprehensive report under §11.1(c) to Trio in respect of Teck’s work on the
Property; and



 


		(b)	with respect to Trio’s obligations to Teck, it shall terminate immediately.



 


		33.	Surrender of Interest



 


		33.1	A party shall be entitled to surrender its interest to the other parties on Notice to them. A surrender of interest shall not
release a party from liabilities accrued prior to the effective surrender date. Should the other parties not consent to receive
the interest offered for surrender under this §33.1, then the Joint Venture shall be terminated and the assets shall be liquidated
or sold and the assets or proceeds from the sale thereof distributed to the parties, net of liabilities hereunder or related thereto,
in accordance with their interests in the Joint Venture. Each party shall be responsible for its cost share of all costs and expenses
related to such termination and liquidation.



 




    	- 29 -



    	 



    

 


		34.	Force Majeure



 


		34.1	A party may claim force majeure if such party is prevented from or delayed in performing any obligation under this Agreement
by any cause beyond its reasonable control, excluding only lack of finances, but including, without limitation, acts of God, strikes,
lockouts, or other industrial disputes, laws, rules and regulations or orders of any duly constituted court or governmental authority,
acts of terrorism, acts of the public enemy, war, insurrection, riots, fire, storm, flood, unusually harsh weather causing delay,
explosion, government restriction, failure to obtain any approvals required from regulatory authorities or unavailability of equipment,
materials or transportation (provided the approvals were properly applied for and pursued in good faith and on a timely basis or
the equipment, materials or transportation were sought in a timely way), delay by a regulatory authority in renewing a tenure to
the Property or, where a party is entitled thereto, to a higher form of tenure being issued (provided applications therefor were
made reasonably in advance of the tenure due date and pursued in good faith), interference by third party interests groups (including
environmental lobbyists and First Nations or indigenous peoples’ groups) or other causes whether of the kind enumerated above
or otherwise, then the time for the performance of that obligation shall be extended for a period equivalent to the total period
the cause of the prevention or delay persists regardless of the length of such total period. A party may also claim force majeure,
if such party, acting reasonably, believes that social or political unrest in the region of the Property or the threat of that
unrest will endanger the safety of its employees or the employees of its contractors if the party were to continue with the work
program unless such social or political unrest is caused by action or inaction by that party. The party that claims force majeure
shall promptly notify the other party and shall take all reasonable steps to remove or remedy the cause of the prevention or delay
insofar as it is reasonably able to do so and as soon as possible. The party claiming force majeure will provide the other
party with a regular written report summarizing events that have occurred and prospects for resolution.



 


		35.	Confidentiality and Disclosure



 


		35.1	During the term of this Agreement, all information and data concerning the Property shall generally be kept confidential and,
except to the extent required by law or in connection with reporting requirements, investor relations activity or financing or
transactional activities of a party or its affiliates, shall not be disclosed to any person other than an affiliate without the
prior consent of the other party, which consent shall not unreasonably be withheld, conditioned or delayed.



 


		35.2	A party (or its affiliates) proposing:



 


		(a)	a press release; or



 


		(b)	other written public disclosure, to the extent that such public disclosure contains material information not previously publicly
disclosed;



 


relating to the Property, or the terms of this Agreement,
work thereon, or the activities of the parties or their affiliates with respect thereto, shall provide a copy to the other party
for its information and comments using its commercially reasonable efforts to ensure it is provided at least two business days
(being business days in Vancouver, B.C. “Business Days”), prior to release. Any comments that the receiving
party may make shall not be considered certification by the other party of the accuracy of the information in such release, or
a confirmation by it that the content of such release complies with the rules, policies, by-laws and disclosure standards of the
applicable regulatory authorities or stock exchanges. If the receiving party fails to provide comments within said time period
the providing party may, subject to §35.3 make the proposed release.


 




    	- 30 -



    	 



    

 


		35.3	Each party shall obtain prior approval of the other party before issuing any press release, other public disclosure
or public statement using the other party’s name, the name of any of the officers, directors or employees of the other party,
or the name of any of its affiliates. The foregoing prohibition shall not apply if disclosure of the other party’s name is
required, in the opinion of counsel to a party, by applicable public disclosure requirements; however in such a case the party
wishing to make the disclosure must provide a copy to the other party for its information and comments using its best efforts to
ensure it is provided at least two Business Days prior to release. However, such approval shall not be considered certification
by the other party of the accuracy of the information in such release, or a confirmation by it that the content of such release
complies with the rules, policies, by-laws and disclosure standards of the applicable regulatory authorities or stock exchanges.



 


		35.4	For greater certainty and notwithstanding the foregoing, the parties acknowledge and agree that the provisions of §35.1
and §35.2 shall not operate so as to prevent either party from complying with its timely disclosure obligations under applicable
law and regulations.



 


		36.	Notices



 


		36.1	Any notice (“Notice”), direction or other instrument given hereunder shall be in writing and will, if delivered,
be deemed to have been given and received on the Business Day following the day it was delivered and, if sent by facsimile prior
to 5:00 p.m. local time of the place of receipt), be deemed to have been given or received on the Business Day following the day
it was so sent, or in the case of facsimile sent outside normal business hours, on the next following Business Day. Any Notice
to be given under this Agreement will be addressed as follows:



 


If to Teck:


 


Teck Resources Limited

3300 – 550 Burrard Street

Vancouver, BC V6C 0B3


Attention: Corporate Secretary

Fax: (604) 699-4729


 


If to Trio at:


 


Trio Resources Inc.

5600 – 100 King Street West

Toronto, ON M5X 1C9


Attention: CEO and Chairman


 




    	- 31 -



    	 



    

 


Any party may at any time give to the other Notice
of any change of address of the party giving such Notice and from and after the giving of such Notice, the address or addresses
therein specified will be deemed to be the address of such party for the purposes of giving Notice hereunder.


 


		37.	Termination



 


		37.1	This Agreement shall terminate upon the occurrence of the earliest of:



 


		(a)	a termination of the Trio Option pursuant to §4.2 or §11.1;



 


		(b)	the expiry of Teck’s Back-in Right unexercised;



 


		(c)	except with respect to Teck’s NSR royalty or a NPI Royalty received by a party under §20.5, §20.6, §21.1
or §23.3, one party acquiring 100% interest in the Property after formation of the Joint Venture; or



 


		(d)	the sale or other disposition of the Property and other assets following the written agreement by the parties to wind up and
terminate the Joint Venture.



 


		38.	Definitive Agreement



 


		38.1	This Agreement shall be a binding agreement between the parties, until such time, if any, as a more formal and comprehensive
agreement is executed, that shall govern joint operations on or in respect of the Property.



 


		38.2	After the execution of this Agreement, and prior to the formation of the JV, Teck’s solicitors shall prepare a more formal
and comprehensive agreement to deal with the parties’ relationship under the Joint Venture, which the parties shall endeavour
to settle in good faith and in a timely fashion and which will include the terms and conditions provided herein relating to the
Joint Venture and other relevant matters as the parties may determine. Unless and until a more formal and comprehensive agreement
is entered into, this Agreement will continue to be binding on the parties with respect to the parties’ relationship under
the Joint Venture.



 


		39.	Governing Law



 


		39.1	This Agreement shall be governed by the laws of the Province of Ontario and the parties agree to attorn to the jurisdiction
of the courts of the Province of Ontario on any legal proceedings related to this Agreement.



 


		40.	General



 


		40.1	This is the entire agreement between the parties relating to the Property and supersedes all previous negotiations and communications
related to the terms set out in this letter.



 


		40.2	Each of the parties shall do all such further acts and execute and deliver such further deeds and documents as shall be reasonably
required in order fully to perform the terms of this Agreement.



 




    	- 32 -



    	 



    

 


		40.3	No modification of this Agreement shall be valid unless made in writing and duly executed by the parties.



 


		40.4	The rights and obligations of the parties shall be several.



 


		40.5	Nothing contained in this Agreement shall be construed as creating a partnership or in imposing any fiduciary duty on any party.



 


		40.6	The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right, power
or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the party’s right
thereafter to enforce any provision or exercise any right.



 


		40.7	Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective in such jurisdiction
only to the extent of such prohibition or unenforceability without affecting the remaining provisions of this Agreement.



 


		40.8	This Agreement inures to the benefit of and binds the parties and their respective successors and permitted assigns.



 


		40.9	This Agreement shall be read with such changes in gender or number as the context shall require.



 


		40.10	The captions in this Agreement have been provided for ease of reference and shall be disregarded in interpreting this Agreement.



 


		40.11	Unless otherwise stated, a reference to an Article means an Article of this Agreement and the symbol “§” followed
by a number or some combination of numbers and letters refers to the provision of this Agreement so designated and the symbol “§”
followed by a letter within a provision refers to a clause within such provision. A reference to “this Agreement”,
“hereof”, “hereunder”, “herein” or words of similar meaning, means this agreement including
the schedules hereto, together with any amendments thereof.



 


		40.12	Time is of the essence in this Agreement and the performance by the parties of their respective duties and obligations hereunder.



 


		40.13	This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and
delivered in any number of counterparts and by facsimile or other electronic means with the same effect as if all parties had signed
and delivered the same document. All counterparts when delivered or sent by facsimile or other electronic means will be deemed
to be an original and all of which together will constitute one and the same document.



 


If the terms set out above are satisfactory please sign all
copies of this Agreement and return two copies to Teck. Upon receipt of the signed copy this Agreement shall become a binding and
enforceable agreement which will continue in effect until such time, if any, as it is replaced by a more formal and comprehensive
agreement.


 




    	- 33 -



    	 



    

 


IN WITNESS WHEREOF the parties have caused this Agreement
to be executed by their duly authorized signatories.


 


	TECK RESOURCES LIMITED	 	TRIO RESOURCES INC.
	 	 	 	 	 
	By:	/s/ Alex Christopher	 	By:	/s/ J Duncan Reid
	Name:	 Alex Christopher	 	Name:	 J Duncan Reid
	Title:	Vice President, Exploration	 	Title:	CEO
	 	 	 	 	 
	By:	/s/ A.A. Zoobkoff	 	By:	 
	Name:	 A.A. Zoobkoff	 	Name:	 
	Title:	Senior Counsel and Assistant Secretary	 	Title:	 


 




    	- 34 -



    	 



    

 


Schedule A-1


 


This is SCHEDULE A


to the Stairs Option/Joint Venture Agreement
between


TECK RESOURCES LIMITED and TRIO
RESOURCES INC.


dated September 25, 2013


 





 








STAIRS PROPERTY DESCRIPTION


 


	Lease 

Number	 	Claim Number	 	Parcel Identifier	 	Expiry Date
	 	 	 	 	 	 	 
	108026	 	MR33370	 	73137-0001 (LT)	 	2028-Apr-30
	 	 	 	 	 	 	 
	108041	 	MR26664	 	61260-0004 (LT)	 	2028-Apr-30
	108042	 	MR26665	 	61260-0005 (LT)	 	2028-Apr-30
	 	 	 	 	 	 	 
	108053	 	MR33348	 	61260-0008 (LT)	 	2028-Apr-30
	108054	 	MR33349	 	61260-0009 (LT)	 	2028-Apr-30
	108055	 	MR33457	 	61260-0013 (LT)	 	2028-Apr-30
	108056	 	MR27268	 	61260-0006 (LT)	 	2028-Apr-30
	108057	 	MR33458	 	61260-0014 (LT)	 	2028-Apr-30
	108058	 	MR27269	 	61260-0007 (LT)	 	2028-Apr-30
	108059	 	MR33459	 	61260-0015 (LT)	 	2028-Apr-30
	108060	 	MR33460	 	61260-0016 (LT)	 	2028-Apr-30
	108061	 	MR26660	 	61260-0018 (LT)	 	2028-Apr-30
	108062	 	MR26661	 	61260-0001 (LT)	 	2028-Apr-30
	108063	 	MR26662	 	61260-0002 (LT)	 	2028-Apr-30
	108064	 	MR26663	 	61260-0003 (LT)	 	2028-Apr-30
	108065	 	MR33350	 	61260-0010 (LT)	 	2028-Apr-30
	108066	 	MR33351	 	61260-0011 (LT)	 	2028-Apr-30
	108067	 	MR33352	 	61260-0012 (LT)	 	2028-Apr-30


 




    	 



    	 



    

 


Schedule B-1


 


This is SCHEDULE B


to the Stairs Option/Joint Venture Agreement
between


TECK RESOURCES LIMITED and TRIO
RESOURCES INC.


dated September 25, 2013


 





 



 

NET SMELTER RETURNS ROYALTY


 





1.       
   DEFINITION


 


1.01       
“Net Smelter Returns” for purposes of the Agreement are defined as follows:


 


(a)          where
all or a portion of the ores or concentrates derived from the Property are sold as ores or concentrates, the Net Smelter Returns
shall be the gross amount received from the purchaser following sale thereof after deduction of:


 


(i)          if
applicable under the sale contract, of all smelter charges, penalties and other deductions;


 


(ii)         all
costs of transporting and insuring the ores or concentrates from the mine to the smelter or other place of final delivery; and


 


(iii)        sales,
use, severance, excise, net proceeds of mine, and ad valorem taxes and any tax on or measured by mineral production, but excluding
income taxes of the Royaltypayor; and


 


(b)          where
all or a portion of the said ores or concentrates derived from the Property are treated in a smelter and all or a portion of the
metals recovered therefrom are delivered to, and sold by Royaltypayor, the Net Smelter Returns shall be the gross amount received
from the purchaser following sale of the metals so delivered, after deduction of:


 


(i)          all
smelter charges, penalties and other deductions;


 


(ii)         all
costs of transporting and insuring the ores or concentrates from the mine to the smelter; and


 


(iii)        if
applicable under the smelter contract, all costs of transporting and insuring the metals from the smelter to the place of final
delivery by the purchaser; and


 


(iv)        sales,
use, severance, excise, net proceeds of mine, and ad valorem taxes and any tax on or measured by mineral production, but excluding
income taxes of the Royaltypayor.


 


Where any ores or concentrates are sold to, or treated
in, a smelter owned or controlled by Royaltypayor, the pricing for that sale or treatment will be established by Royaltypayor on
an arms-length basis so as to be fairly competitive with pricing, net of transportation, insurance, treatment charges and other
related costs, then available on world markets for product of like quantity and quality.


 




    	 



    	 



    

 


Schedule B-2


 


2.       
   PAYMENT OF NET SMELTER RETURNS


 


2.01        If
a party becomes entitled to a Net Smelter Returns royalty pursuant to the Agreement, the party paying the Net Smelter Returns (the
“Royaltypayor”) shall calculate the Net Smelter Returns and the sums to be disbursed to the party receiving
the Net Smelter Returns (the “Royaltyholder”) as at the end of each calendar quarter, in accordance with generally
accepted accounting principles consistently as applied in Canada.


 


2.02        The
Royaltypayor shall, within 60 days of the end of each calendar quarter, as and when any Net Smelter Returns are available for distribution:


 


(a)          pay
or cause to be paid to the Royaltyholder that percentage of the Net Smelter Returns to which the Royaltyholder is entitled under
the Agreement;


 


(b)          deliver
to the Royaltyholder a statement indicating:


 


(i)          the
gross amounts received from the purchaser contemplated in §1.01 of this Schedule B;


 


(ii)         the
deductions therefrom in accordance with §1.01 of this Schedule B;


 


(iii)        the
amount of Net Smelter Returns remaining; and


 


(iv)        the
amount of those Net Smelter Returns to which the Royaltyholder are entitled;


 


supported by such reasonable information as to the tonnage
and grade of ores or concentrates shipped as will enable the Royaltyholder to verify the gross amount payable by the smelter or
other purchaser.


 


3.       
   ADJUSTMENTS AND VERIFICATION


 


3.01        Payment
of any Net Smelter Returns by Royaltypayor shall not prejudice the right of Royaltypayor to adjust any statement supporting the
payment; provided, however, that all statements presented to the Royaltyholder by Royaltypayor for any quarter shall conclusively
be presumed to be true and correct upon the expiration of 12 months following the end of the quarter to which the statement relates,
unless within that 12-month period Royaltypayor gives Notice to the Royaltyholder claiming an adjustment to the statement which
will be reflected in subsequent payment of Net Smelter Returns.


 


3.02        Royaltypayor
shall not adjust any statement in favour of itself more than 12 months following the end of the quarter to which the statement
relates.


 




    	 



    	 



    

 


Schedule B-3


 


3.03        The
Royaltyholder may from time to time request reasonable supporting documentation for statements that are within the period contemplated
in §3.01 and the Royaltypayor, acting in good faith, shall provide the same promptly to the Royaltyholder.


 


3.04        If
the supporting documentation and any discussion with the Royaltypayor do not resolve the Royaltyholder’s concerns, the Royaltyholder
shall be entitled upon Notice to the Royaltypayor to request from the Royaltypayor that mutually accepted auditors be requested
to provide the Royaltyholder with their opinion that any statement delivered pursuant to §3.02 of this Schedule B in respect
of any quarterly period falling with the 12-month period immediately preceding the date of the Royaltyholder’s Notice has
been prepared in accordance with this Agreement. When giving any Notice aforesaid, the Royaltyholder will articulate the matter
or matters of concern to it.


 


3.05        The
time required for giving the audit opinion contemplated in §3.04 of this Schedule B shall not extend the time for the taking
of exception to and making claim on the Royaltyholder for adjustment as provided in §3.01 of this Schedule B.


 


3.06        The
cost of the auditors opinion referred to in §3.04 of this Schedule B shall be shared by the Royaltypayor and Royaltyholder
unless the audit opinion reveals a material error adverse to the Royaltyholder, in which case the cost shall be solely for the
account of the Royaltypayor. The cost of the auditors opinion shall not be included as a Cost hereunder.


 


3.07        The
provisions of §3.04 and §3.06 are intended to provide an effective mechanism for the Royaltyholder to resolve its unresolved
concerns regarding Net Profits accounting and not to effect a regular audit of the Net Smelter Returns calculation.


 


4.     
      ROYALTYPAYOR TO DETERMINE OPERATIONS


 


4.01        The
Royaltypayor will have complete discretion concerning the nature, timing and extent of all exploration, development, mining and
other operations conducted on or for the benefit of the Property and may suspend operations and production on the Property at any
time it considers prudent or appropriate to do so. The Royaltypayor will owe the Royaltyholder no duty to explore, develop or mine
the Property, or to do so at any rate or in any manner other than that which the Royaltypayor may determine in its sole and unfettered
discretion. The Royaltypayor may, but will not be obligated to treat, mill, heap leach, sort, concentrate, refine, smelt, or otherwise
process, beneficiate or upgrade the ores, concentrates, and other products at sites located on or off the Property, prior to sale,
transfer, or conveyance to a purchaser, user, or consumer. The Royaltypayor will not be liable for mineral values lost in processing
under sound practices and procedures, and no royalty will be due on any such lost mineral values.


 


5.      
    COMMINGLING


 


5.01        Ores,
concentrates and derivatives mined or retrieved from the Property may be commingled with ores, concentrates or derivatives mined
or retrieved from other properties. All determinations required for calculation of Net Smelter Returns, including without limitation
the amount of the metals contained in or recovered from ores, solutions, concentrates or derivatives mined or retrieved from the
Property, the amount of the metals contained in or recovered from commingled ores, solutions, concentrates or derivatives shall
be made in accordance with prudent engineering, metallurgical and cost accounting practices.


 




    	 



    	 



    

 


Schedule B-4


 


6.     
     TRADING ACTIVITIES


 


6.01        The
Royaltypayor may, but need not, engage in forward sales, futures trading or commodity options trading, and other price hedging,
price protection, and speculative arrangements (“Trading Activities”) which may involve the possible delivery
of base or precious metals produced from the Property. The parties acknowledge and agree that the Royaltyholder shall not be entitled
to participate in the proceeds or be obligated to share in any losses generated by the Trading Activities.


 






    	 



    	 



    

 


Schedule C-1


  


This is SCHEDULE C


to the Stairs Option/Joint Venture Agreement
between


TECK RESOURCES LIMITED and TRIO
RESOURCES INC.


dated September 25, 2013


 





 





NET PROFITS INTEREST ROYALTY


 


		1	THE ROYALTY



 


		1.01	An NPI Royalty has been reserved pursuant to the Agreement. The royalty shall be 5% of Net Profits.



 


		2	OBLIGATION



 


		2.01	If a party (the “Royaltyholder”) becomes entitled to an NPI Royalty pursuant to the Agreement, the other
party or parties (collectively hereinafter (including any successors or assigns of interests, the “Royaltypayor”)
shall calculate, as at the end of each calendar quarter subsequent to the Completion Date, the Net Profits in accordance with generally
accepted accounting principles consistently as applied in Canada.



 


		2.02	Subsequent to the Completion Date, the Royaltypayor shall within 60 days of the end of each calendar quarter:



 


		(a)	deliver to the Royaltyholder a statement indicating:



 


		(i)	the Gross Receipts during the calendar quarter;



 


		(ii)	the deductions therefrom made in the order itemized in §3.01 of this Schedule C;



 


		(iii)	the amount of Net Profits remaining, if any; and



 


		(iv)	the amount of those Net Profits, if any, to which the Royaltyholder is entitled; and



 


		(b)	pay or cause to be paid to the Royaltyholder that percentage of the Net Profits, if any, to which the Royaltyholder is entitled
under the Agreement.



 


		2.03	Nothing contained in this Schedule C shall be construed as conferring on the Royaltyholder any right to or interest in any
Property or assets except the right to receive royalty payments from the Royaltypayor as and when due.



 


		3	NET PROFITS DEFINED



 


		3.01	“Net Profits” means the Gross Receipts minus deductions therefrom, to the extent of but not exceeding the
amount of those Gross Receipts, of the then net unrecovered amounts of the following classes of Costs, as further defined in §4.01(c),
made in the following itemized order:



 




    	 



    	 



    

 


Schedule C-2



 


		(a)	Marketing Costs;



 


		(b)	Distribution Costs;



 


		(c)	Operating Costs;



 


		(d)	Taxes and Royalties;



 


		(e)	Interest Costs;



 


		(f)	Capital Costs; and



 


		(g)	Exploration Costs.



 


		3.02	For greater certainty, in calculating Net Profits at any time, each of the classes of Costs shall constitute a separate pool
from which all Costs deducted on any previous quarterly calculation shall be removed and to which Costs of those classes recorded
since the date the Royaltyholder’s interest in the Joint Venture is converted to the NPI Royalty under the Agreement (in
the case of the first quarterly calculation) or since the date of the last quarterly calculation (in the case of any calculation
subsequent to the first quarterly calculation) shall be added. For greater certainty, Costs may only be recorded to one class of
Costs and not duplicated in other classes.



 


		3.03	If the application of credits to a pool of Costs results in a negative balance in that pool of Costs, the amount of any negative
balance from a Cost pool shall be applied to reduce the balances then remaining in pools itemized in §3.01 of this Schedule
C in the order itemized.



 


		4	DEFINITIONS



 


		4.01	In addition to the definitions provided in the Agreement and without limiting the generality thereof:



 


		(a)	“Commercial Production” shall mean the operation of the Property or any part thereof as a mine but does
not include milling for the purpose of testing or milling by a pilot plant. Commercial Production shall be deemed to have commenced
on the first day of the month following the first 15 consecutive days during which Products have been produced from the Property



 


		(b)	“Completion Date” means the date on which the Royaltypayor determines that the project of preparing and
equipping a Mine for Commercial Production is complete;



 


		(c)	“Costs” means all items of outlay and expense whatsoever, both direct and indirect, with respect to the
Property, the Products or any Mine recorded by the Royaltypayor in accordance with industry standard accounting practices applicable
from time to time and, without limiting generality, more particularly:



 




    	 



    	 



    

 


Schedule C-3


 


		(i)	“Capital Costs” means



 


		(A)	all Costs of preparing and equipping a Mine for Commercial Production which are recorded by the Royaltypayor from and including
the Production Decision Date to and including the Completion Date, and all Costs of obtaining financing and providing security;
and



 


		(B)	a charge of three percent of the Capital Costs referred to in §(A) in return for the overhead functions of the Royaltypayor
which are not charged directly;



 


		(ii)	“Distribution Costs” means all Costs of



 


		(A)	transporting Products from a Mine or a concentrating plant to a smelter, refinery or other place of delivery designated by
the purchaser and, in the case of concentrates tolled, of transporting the metal from a smelter to the place of delivery designated
by the purchaser;



 


		(B)	handling, warehousing and insuring the Products; and



 


		(C)	in the case of concentrates tolled, of smelting and refining, including any penalties thereon or in connection therewith;



 


		(iii)	“Exploration Costs” means:



 


		(A)	all Costs of Mining Operations recorded by the Royaltypayor prior to the Production Decision Date; and



 


		(B)	a charge which shall not aggregate more than 10 percent of the Exploration Costs referred to in §(A) in return for its
overhead functions which are not charged directly;



 


		(iv)	“Interest Costs” means interest computed quarterly and not in advance and being the aggregate of the interest
determined for each month in the quarter as follows:



 


		(A)	the average of the opening and closing monthly outstanding balances for each month of the net unrecovered amounts of all Costs
in the classes enumerated in §3.01 of this Schedule C;



 


		(B)	multiplied by,



 


		(C)	the Prime Rate plus two percent;



 




    	 



    	 



    

 


Schedule C-4


 


		(D)	multiplied by,



 


		(E)	the number of days in the month;



 


		(F)	divided by,



 


		(G)	the number of days in the year.



 


These Interest Costs are in lieu of an inclusion in
Costs for the interest charged by third party project lenders of Capital Costs and Operating Costs;


 


		(v)	“Marketing Costs” means such reasonable charge for marketing of ores and concentrates sold or of concentrates
tolled as is consistent with generally accepted industry marketing practices;



 


		(vi)	“Operating Costs” means:



 


		(A)	all Costs of Mining Operations recorded by the Royaltypayor subsequent to the Completion Date, including, without limiting
generality, an amount to be established by the Royaltypayor in good faith as representing the cost of rehabilitation which will
have to be spent after Commercial Production has terminated, it being agreed that the Royaltypayor may charge a portion of that
cost to the royalty account over a reasonable period of time prior to the anticipated termination of Commercial Production; and



 


		(B)	a charge of three percent of the Operating Costs referred to in §(A) in return for the overhead functions of the Royaltypayor
which are not charged directly; and



 


		(vii)	“Taxes and Royalties” means all taxes (other than income or similar taxes), royalties or other charges or
imposts provided for pursuant to any law or legal obligation imposed by any government if paid by the Royaltypayor, except where
such Taxes and Royalties or equivalent taxes or royalties are assessed against and paid by the Royaltyholder.



 


		(d)	“Gross Receipts” means the aggregate of all receipts, recoveries or amounts received by or credited to the
Royaltypayor in connection with this Agreement including, without limiting the generality of the foregoing:



 


		(i)	the receipts from the sale of the Royaltypayor’s proportionate share of Products produced from the Mine together with
interest on those receipts calculated as follows:



 


		(A)	the aggregate of the cumulative daily receipts for each day of the quarter;



 




    	 



    	 



    

 
Schedule C-5


 


multiplied by,


 


		(B)	the Prime Rate plus two percent;



 


multiplied by,


 


		(C)	the number of days in the quarter;



 


divided by,


 


		(D)	the number of days in the year.



 


		(ii)	all proceeds received from the sale of the Property or assets subsequent to the Operative Date;



 


		(iii)	all insurance recoveries (including amounts received to settle claims) in respect of loss of, or damage, to any portion of
the Property or assets subsequent to the Operative Date;



 


		(iv)	all amounts received as compensation for the expropriation or forcible taking of any portion of the Property or assets subsequent
to the Operative Date;



 


		(v)	the fair market value, at the Property, of those assets, if any, that are transferred from the Property for use by the Royaltypayor
elsewhere subsequent to the Completion Date; and



 


		(vi)	the amount of any negative balance remaining after the reallocation of negative balances pursuant to §3.03 of this Schedule
C; to the extent that those receipts, recoveries or amounts have not been applied by the Royaltypayor as a recovery of any of the
classes of Costs itemized in §3.01 of this Schedule C;



 


provided that where any Products are sold to, or treated
in, a smelter or refinery owned or controlled by Royaltypayor, the pricing for that sale or treatment will be established by Royaltypayor
on an arms-length basis so as to be fairly competitive with pricing, net of transportation, insurance, treatment charges and other
related costs, then available on world markets for product of like quantity and quality.


 


		(e)	“Mine” means the workings established and assets acquired in order to bring the Property or a portion thereof
into Commercial Production, including, without limiting generality, development headings, plant and concentrator installations
and all infrastructure, plant, housing, airport, roads and other facilities.



 


		(f)	“Mining Operations” means every kind of work done by the Royaltypayor on or in respect of the Property in
contemplation or as a consequence of the Agreement including, without limiting generality, investigating, prospecting, exploring,
developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction
and mining, milling, concentrating, and reclamation.



 




    	 



    	 



    

 


Schedule C-6


 


		(g)	“Operative Date” means the date of the Agreement.



 


		(h)	“Prime Rate” means the weighted average of the rates of interest for the period of calculation as stated
by the Bank of Montreal, Main Office, Vancouver, British Columbia, as being charged by it on Canadian Dollar demand loans to its
most creditworthy domestic commercial customers.



 


		(i)	“Production Decision Date” means the date on which a decision is made under the Agreement or, if not applicable,
then by the Royaltypayor, to establish and operate a Mine on the Property.



 


		(j)	“Products” shall mean ores, concentrates and minerals mined from the Property, or solutions, concentrates
or cathodes retrieved through leaching or solution mining or solution extraction/electrowinning or other processing of mineralized
material mined from the Property.



 


		(k)	“Trading Activities” shall have the meaning set out in §7 of this Schedule C.



 


		5	ROYALTYPAYOR TO
                                                                                                        DETERMINE OPERATIONS



 


		5.01	The Royaltypayor will have complete discretion concerning the nature, timing and extent of all exploration, development, mining
and other operations conducted on or for the benefit of the Property and may suspend operations and production on the Property
at any time it considers prudent or appropriate to do so. The Royaltypayor will owe the Royaltyholder no duty to explore, develop
or mine the Property, or to do so at any rate or in any manner other than that which the Royaltypayor may determine in its sole
and unfettered discretion. The Royaltypayor may, but will not be obligated to treat, mill, heap leach, sort, concentrate, refine,
smelt, or otherwise process, beneficiate or upgrade the ores, concentrates, and other products at sites located on or off the Property,
prior to sale, transfer, or conveyance to a purchaser, user, or consumer. The Royaltypayor will not be liable for mineral values
lost in processing under sound practices and procedures, and no royalty will be due on any such lost mineral values.



 


		6	COMMINGLING



 


		6.01	Ores, concentrates and derivatives mined or retrieved from the Property may be commingled with ores, concentrates or derivatives
mined or retrieved from other properties. All determinations required for calculation of Net Profits, including without limitation
the amount of the metals contained in or recovered from ores, solutions, concentrates or derivatives mined or retrieved from the
Property, the amount of the metals contained in or recovered from commingled ores, solutions, concentrates or derivatives, gross
revenues from the sale of Products, and costs and expenses allocated to the Property or Products shall be made in accordance with
prudent engineering, metallurgical and cost accounting practices.



 




    	 



    	 



    

 


Schedule C-7


 


		7	TRADING ACTIVITIES



 


		7.01	The Royaltypayor may, but need not, engage in forward sales, futures trading or commodity options trading, and other price
hedging, price protection, and speculative arrangements (“Trading Activities”) which may involve the possible
delivery of base or precious metals produced from the Property. The parties acknowledge and agree that the Royaltyholder shall
not be entitled to participate in the proceeds or be obligated to share in any losses generated by the Trading Activities.



 


		8	ADJUSTMENTS AND
                                                                                                        VERIFICATION



 


		8.01	Payment of any Net Profits by the Royaltypayor shall not prejudice the right of the Royaltypayor to protest the correctness
of the statement supporting the payment; provided, however, that all statements presented to the Royaltyholder by the Royaltypayor
for any quarter shall conclusively be presumed to be true and correct upon the expiration of 12 months following the receipt of
such statement by the Royaltyholder, unless within that 12 month period that the Royaltypayor gives Notice to the Royaltyholder
making claim on the Royaltyholder for an adjustment to the statement which will be reflected in subsequent payment of Net Profits.



 


		8.02	The Royaltypayor shall not adjust any statement in favour of itself after the expiration of 12 months following the end of
the quarter to which the statement relates.



 


		8.03	The Royaltyholder may from time to time request reasonable supporting documentation for statements that are within the period
contemplated in §8.01 and the Royaltypayor, acting in good faith, shall provide the same promptly to the Royaltyholder.



 


		8.04	If the supporting documentation and any discussion with the Royaltypayor do not resolve the Royaltyholder’s concerns,
the Royaltyholder shall be entitled upon Notice to the Royaltypayor to request from the Royaltypayor that the Royaltypayor’s
independent external auditors be requested to provide the Royaltyholder with their opinion that any statement delivered pursuant
to §2.02 of this Schedule C in respect of any quarterly period falling with the 12-month period immediately preceding the
date of the Royaltyholder’s Notice has been prepared in accordance with this Agreement. When giving any Notice aforesaid,
the Royaltyholder will articulate the matter or matters of concern to it.



 


		8.05	The time required for giving the audit opinion contemplated in §8.04 of this Schedule C shall not extend the time for
the taking of exception to and making claim on the Royaltyholder for adjustment as provided in §8.01 of this Schedule C.



 


		8.06	The cost of the auditors opinion referred to in §8.04 of this Schedule C shall be shared by the Royaltypayor and Royaltyholder
unless the audit opinion reveals a material error adverse to the Royaltyholder, in which case the cost shall be solely for the
account of the Royaltypayor. The cost of the auditors opinion shall not be included as a Cost hereunder.



 




    	 



    	 



    

 


Schedule C-8


 


		8.07	If the audit opinion delivered under §8.04 does not adequately address the concerns raised by the Royaltyholder, the Royaltyholder,
acting reasonably, will have the right to have an independent accounting firm, that is one of the three largest international accounting
firms operating in Canada that does not act for either the Royaltypayor or Royaltyholder, audit the Royaltypayor’s accounts
related to the calculation of Net Profits. In order to exercise this right, the Royaltyholder will provide the Royaltypayor with
Notice, within 30 days of receipt of the audit opinion under §8.04, of its intention to do so. Thereupon, the Royaltyholder
shall cause the accounting firm to proceed promptly and complete the audit efficiently, undertaking to minimize disruption to the
Royaltypayor. The cost of this audit shall be solely for the account of the Royaltyholder.



	 	 	 
		8.08	The provisions of §8.04 and §8.07 are intended to provide an effective mechanism for the Royaltyholder to resolve
its unresolved concerns regarding Net Profits accounting and not to effect a regular audit of the Net Profits calculation.



 




    	 



    	 



    

 


Schedule D-1


 


This is SCHEDULE D


to the Stairs Option/Joint Venture Agreement
between


TECK RESOURCES LIMITED and TRIO
RESOURCES INC.


dated September 25, 2013


 





 



 

WARRANT ANTI-DILUTION PROVISIONS


 


The Warrants will be subject to the following anti-dilution
provisions:


 


		1.	If Trio shall:



 


		(i)	subdivide or re-divide its outstanding Common Shares into a greater number of shares;



 


		(ii)	reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares;



 


		(iii)	issue to all or substantially all of the holders of the Common Shares, by way of stock distribution, stock dividend or otherwise,
Common Shares or securities convertible into Common Shares;



 


			the number of Common Shares purchasable pursuant to a Warrant (“exchange number”) and the exercise price per Warrant
will be adjusted as provided in the Warrant.



 


		2.	If any capital reorganization or reclassification (other than described above) of the capital stock of Trio, or the consolidation
or merger, or amalgamation of Trio with another body corporate, trust, partnership or other entity, or a sale or conveyance of
all or substantially all of its assets to any other body corporate, trust, partnership or entity shall be effected, then as a condition
of such reorganization, reclassification, consolidation, merger, amalgamation or sale, lawful and adequate provision shall be made
whereby the holder of the Warrant shall thereafter have the right to purchase and receive, and shall agree to accept, upon the
basis and upon the terms and conditions specified in the Warrant and in lieu of the Common Shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued
or payable with respect to or in exchange for that number of outstanding Common Shares equal to the number of Common Shares immediately
theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification,
consolidation, merger, amalgamation or sale not taken place and in any such case, appropriate provision shall be made with respect
to the rights and interests of the holder of the Warrant to the end that provisions hereof shall thereafter be applicable, as nearly
as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation
shall not effect any such consolidation, merger, amalgamation or sale, unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than Trio) resulting from such consolidation or merger or amalgamation or the entity
purchasing such assets shall assume by written instrument executed and mailed or delivered to the holder of the Warrant at the
address of such holder appearing on the books of Trio, the obligation to deliver to such holder such shares or stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase.



 




    	 



    	 



    

 


Schedule D-2


 


		3.	If Trio issues rights, options or warrants to all or substantially all of the holders of Common Shares pursuant to which the
holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or shares convertible into Common Shares within
a period of 90 days after the issue at a price less than 95% of the market price of the Common Shares, the exercise price and exchange
number of the Warrants will be adjusted as provided in the Warrant. For the purposes of these anti-dilution provisions “market
price” shall be a price equal to the weighted average closing price of the Corporation’s common shares over the 20
consecutive trading days ending on the fifth trading day immediately preceding the record date in respect of the relevant event
(or if there is no record date then the date of the relevant event) on the stock exchange on which its common shares are listed
(or if not listed on any stock exchange, on any over-the-counter market) unless such price is not permitted under the rules of
the stock exchange on which the Corporation’s shares are listed, in which case the price shall be set at the “market
price” determined in accordance with the rules of the stock exchange on which the common shares of the Corporation are listed.



 


		4.	If Trio issues or distributes to all or substantially all of the holders of Common Shares securities of any class of Trio or
of any other person (other than as described in §1 above), rights, options or warrants (excluding those described above),
evidence of indebtedness, or any other assets (excluding ordinary course cash dividends) then the exchange number and the exercise
price of the Warrants will be adjusted as provided in the Warrant.



 


		5.	In case at any time:



 


		(i)	Trio shall pay any dividend payable in stock upon its Common Shares or make any distribution to the holders of its Common Shares;



 


		(ii)	Trio shall offer for subscription pro rata to the holders of its Common Shares any additional shares of stock of any class
or other rights;



 


		(iii)	there shall be any capital reorganization, or reclassification of the capital stock of Trio, or consolidation or merger or
amalgamation of Trio with, or sale of all or substantially all of its assets to, another corporation; or



 


		(iv)	there shall be a voluntary or involuntary dissolution, liquidation, or winding-up of Trio,



 


			then, and in any one or more of such cases, Trio shall give to the holder of the Warrant, at least 20 days’ prior written
notice of the date on which the books of Trio shall close or a record shall be taken for such event, dividend, distribution or
subscription rights, or for determining rights to vote with respect to such event, reorganization, reclassification, consolidation,
merger, sale or amalgamation, dissolution, liquidation or winding-up and in the case of any such reorganization, reclassification,
consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 20 days’ prior written notice
of the date when the same shall take place. Such notice in accordance with the foregoing clause, shall also specify, in the case
of any such dividend, distribution or subscription rights, the date on which the holders of Common Shares shall be entitled thereto,
and such notice in accordance with the foregoing shall also specify the date on which the holders of Common Shares shall be entitled
to exchange their Common Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, amalgamation, sale, dissolution, liquidation or winding-up as the case may be. Each such written notice shall be given
by mail, registered postage prepaid, addressed to the holder of the Warrant at the address of such holder, as shown on the books
of Trio.



 




    	 



    	 



    

 


Schedule D-3


 


		6.	As used herein, the term “Common Shares” shall mean and include Trio’s presently authorized Common
Shares and shall also include any capital stock of any class of Trio hereafter authorized which shall not be limited to a fixed
sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding-up of Trio.



 


Nothing herein (A) shall, except as described above, require
Trio to notify the holder of a Warrant of any transaction prior to entering into or closing the same or (B) shall, except
as set out above, entitle the holder of a Warrant, upon the entry into or closing of any such transaction, to any adjustment in
exercise price or exchange number as provided in the Warrant or (C) shall otherwise entitle the holder of a Warrant to participate
in any such transaction or to be offered an opportunity to participate in an identical or similar private placement transaction
or (D) shall otherwise entitle holder of a Warrant to maintain the percentage ownership in Trio that it owns on the date of
issuance of the Warrant or would own on said date if it were to exercise the Warrant immediately upon issuance thereof.