UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



(Mark One)



[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended March 31, 2014



or



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to __________



Commission
file number: 333-178472



TRIO
RESOURCES, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                            |  | 99-0369568                         
|----------------------------------------------------------------- |  | -----------------------------------
|(State or Other
    Jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|                                                                  |  |                                    
|100 King Street
    West,Suite 5600Toronto, ON                    |  | M5X 1C9                            
|(Address of principal
    executive officers)                     |  | (Zip Code)                         



+416-409-2802

(Registrant’s
telephone number, including area code)



Not
applicable

(Former
name, former address and former fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the last 90 days. YES [  ] NO [X]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The website of
the Company is www.trioresources.com. Yes [  ] No [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:



|Large
    accelerated filer [  ]                                             | Accelerated
    filer [  ]       
|---------------------------------------------------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ] (Do not check if a smaller reporting company) | Smaller
    reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 339,162,500
as of July 17, 2014.


















TABLE
OF CONTENTS



|PART
    I FINANCIAL INFORMATION |                                                                                          
|-------------------------------- | -----------------------------------------------------------------------------------------
|                                 |                                                                                          
|Item 1.                          | Condensed
    Consolidated Interim Financial Statements (unaudited)                      
|                                 |                                                                                          
|Item 2.                          | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations
|                                 |                                                                                          
|Item 3.                          | Quantitative
    and Qualitative Disclosures About Market Risk                           
|                                 |                                                                                          
|Item 4.                          | Controls
    and Procedures                                                              
|                                 |                                                                                          
|PART
    II OTHER INFORMATION    |                                                                                          
|                                 |                                                                                          
|Item 1.                          | Legal
    Proceedings                                                                    
|                                 |                                                                                          
|Item 2.                          | Unregistered
    Sales of Equity Securities and Use of Proceeds                          
|                                 |                                                                                          
|Item 3.                          | Defaults
    Upon Senior Securities                                                      
|                                 |                                                                                          
|Item 4.                          | Mine
    Safety Disclosures                                                              
|                                 |                                                                                          
|Item 5.                          | Other
    Information                                                                    
|                                 |                                                                                          
|Item 6.                          | Exhibits                                                                                 
|                                 |                                                                                          
|                                 | Signatures                                                                               



2







PART
I – FINANCIAL INFORMATION



Item
1. Financial Statements.



Trio
Resources, Inc.

(An
Exploration Stage Company)

CONDENSED
CONSOLIDATED

INTERIM
FINANCIAL STATEMENTS

INDEX



|Condensed
    Consolidated Balance Sheets as at March 31, 2014 and September 30, 2013 (unaudited)                                                                                                                              | F-1      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------
|                                                                                                                                                                                                                               |          
|Condensed
        Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended March 31, 2014 and 2013
        (unaudited)                                                                  | F-2      
|                                                                                                                                                                                                                               |          
|Condensed
        Consolidated Interim Statements of Operations and Comprehensive Loss for the six months ended March 31, 2014 and 2013
        and for the period from May 16, 2012 (inception) to March 31, 2014 (unaudited) | F-3      
|                                                                                                                                                                                                                               |          
|Condensed
    Consolidated Interim Statement of Stockholders’ Deficit for the period from May 16, 2012 (inception) to March 31, 2014
    (unaudited)                                                                           | F-4      
|                                                                                                                                                                                                                               |          
|Condensed
    Consolidated Interim Statements of Cash Flows for the six months ended March 31, 2014 and 2013 and for the period from May
    16, 2012 (inception) to March 31, 2014 (unaudited)                                | F-5      
|                                                                                                                                                                                                                               |          
|Notes
    to Condensed Consolidated Interim Financial Statements (unaudited)                                                                                                                                                   | F-6- F-22



3







Trio
Resources, Inc. (An Exploration Stage Company)

Condensed
Consolidated Balance Sheets As At

Expressed
in US Dollars

(Unaudited)



|                                                                                                             |  | March 31, 2014 |            |   | September 30, 2013 | 
|------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | - | ------------------ | 
|                                                                                                             |  | $              |            |   | $                  | 
|CURRENT ASSETS                                                                                               |  |                |            |   |                    | 
|Cash                                                                                                         |  |                | —          |   |                    | 
|Prepaid
    expenses and other receivables                                                                   |  |                | 80,463     |   |                    | 
|Total current assets                                                                                         |  |                | 80,463     |   |                    | 
|                                                                                                             |  |                |            |   |                    | 
|Loan receivable - related party                                                                              |  |                | 61,215     |   |                    | 
|Patented claims (Note 3)                                                                                     |  |                | 9,228      |   |                    | 
|Property and equipment
    (Note 3)                                                                          |  |                | 219,577    |   |                    | 
|TOTAL ASSETS                                                                                                 |  |                | 370,483    |   |                    | 
|                                                                                                             |  |                |            |   |                    | 
|LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                                     |  |                |            |   |                    | 
|CURRENT LIABILITIES                                                                                          |  |                |            |   |                    | 
|Bank indebtedness                                                                                            |  |                | 62         |   |                    | 
|Accounts payable and accrued liabilities                                                                     |  |                | 772,117    |   |                    | 
|Loans payable (Note 7)                                                                                       |  |                | 438,350    |   |                    | 
|Convertible notes payable (Note 10)                                                                          |  |                | 924,187    |   |                    | 
|Convertible draw
    down loan payable (Note 8)                                                              |  |                | 425,000    |   |                    | 
|Total current liabilities                                                                                    |  |                | 2,559,716  |   |                    | 
|                                                                                                             |  |                |            |   |                    | 
|Convertible draw down loan payable (Note
    8)                                                              |  |                | —          |   |                    | 
|Convertible note payable - related party
    (Note 9)                                                        |  |                | 405,560    |   |                    | 
|Convertible notes payable (Note 10)                                                                          |  |                | 1,541      |   |                    | 
|Derivative liabilities
    (Note 11)                                                                         |  |                | 103,457    |   |                    | 
|TOTAL LIABILITIES                                                                                            |  |                | 3,070,274  |   |                    | 
|                                                                                                             |  |                |            |   |                    | 
|STOCKHOLDERS’ DEFICIENCY                                                                                     |  |                |            |   |                    | 
|Authorized:                                                                                                  |  |                |            |   |                    | 
|400,000,000 common stock, no par value                                                                       |  |                |            |   |                    | 
|Issued and outstanding:                                                                                      |  |                |            |   |                    | 
|339,162,500 common stock as at March 31,
    2014 (September 30, 2013 : 338,650,000 common stock) - (Note 4) |  |                | 339,163    |   |                    | 
|Excess of purchase price over net asset
    value (Notes 6 and 9)                                            |  |                | (299,105   | ) |                    | 
|Additional paid-in capital                                                                                   |  |                | 320,763    |   |                    | 
|Accumulated other comprehensive income                                                                       |  |                | 170,318    |   |                    | 
|Deficit accumulated during the exploration stage                                                             |  |                | (3,230,930 | ) |                    | 
|Total stockholders’ deficiency                                                                               |  |                | (2,699,791 | ) |                    | 
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                                                               |  |                | 370,483    |   |                    | 



See accompanying
notes



F-1







Trio
Resources, Inc. (An Exploration Stage Company)

Condensed
Consolidated Interim Statements of Operations and Comprehensive Loss

Expressed
in US Dollars

(Unaudited)



|                                                                        |  | Three Months Ended |             |   | Three Months Ended | 
|----------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | 
|                                                                        |  | March 31, 2014     |             |   | March 31, 2013     | 
|                                                                        |  | $                  |             |   | $                  | 
|REVENUE                                                                 |  |                    | —           |   |                    | 
|                                                                        |  |                    |             |   |                    | 
|EXPENSES                                                                |  |                    |             |   |                    | 
|Corporate expenses                                                      |  |                    | 139,266     |   |                    | 
|Exploration and development costs                                       |  |                    | —           |   |                    | 
|Interest expense                                                        |  |                    | 68,713      |   |                    | 
|Changes in fair value of derivative liabilities
    (Note 12)           |  |                    | 4,080       |   |                    | 
|Depreciation                                                            |  |                    | 1,951       |   |                    | 
|Total expenses                                                          |  |                    | 214,010     |   |                    | 
|                                                                        |  |                    |             |   |                    | 
|Net loss for the period  before income taxes                            |  |                    | (214,010    | ) |                    | 
|                                                                        |  |                    |             |   |                    | 
|Income taxes                                                            |  |                    | —           |   |                    | 
|NET LOSS FOR THE PERIOD                                                 |  |                    | (214,010    | ) |                    | 
|                                                                        |  |                    |             |   |                    | 
|Foreign currency translation adjustment                                 |  |                    | 81,770      |   |                    | 
|                                                                        |  |                    |             |   |                    | 
|COMPREHENSIVE LOSS                                                      |  |                    | (132,240    | ) |                    | 
|                                                                        |  |                    |             |   |                    | 
|Loss per share, basic and diluted                                       |  |                    | (0.0004     | ) |                    | 
|                                                                        |  |                    |             |   |                    | 
|Weighted average number of  common stock outstanding, basic and diluted |  |                    | 339,162,500 |   |                    | 



See accompanying notes



F-2







Trio
Resources, Inc. (An Exploration Stage Company)

Condensed
Consolidated Interim Statements of Operations and Comprehensive Loss

Expressed
in US Dollars

(Unaudited)



|                                                                        |  |                  |             |   |                  |  |             | Cumulative from | 
|----------------------------------------------------------------------- |  | ---------------- | ----------- | - | ---------------- |  | ----------- | --------------- | 
|                                                                        |  |                  |             |   |                  |  |             | May 16, 2012    | 
|                                                                        |  | Six Months Ended |             |   | Six Months Ended |  |             | (inception) to  | 
|                                                                        |  | March 31, 2014   |             |   | March 31, 2013   |  |             | March 31, 2014  | 
|                                                                        |  | $                |             |   | $                |  |             | $               | 
|REVENUE                                                                 |  |                  | —           |   |                  |  | 166,299     |                 | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|EXPENSES                                                                |  |                  |             |   |                  |  |             |                 | 
|Corporate expenses                                                      |  |                  | 303,648     |   |                  |  | 1,077,747   |                 | 
|Exploration and development costs                                       |  |                  | 21,775      |   |                  |  | 151,735     |                 | 
|Interest expense                                                        |  |                  | 137,892     |   |                  |  | 106,561     |                 | 
|Changes in fair value of derivative liabilities
    (Note 12)           |  |                  | 17,339      |   |                  |  | —           |                 | 
|Depreciation                                                            |  |                  | 4,002       |   |                  |  | 7,022       |                 | 
|Total expenses                                                          |  |                  | 484,656     |   |                  |  | 1,343,065   |                 | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|Net loss for the period  before income taxes                            |  |                  | (484,656    | ) |                  |  | (1,176,766  | )               | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|Income taxes                                                            |  |                  | —           |   |                  |  | —           |                 | 
|NET LOSS FOR THE PERIOD                                                 |  |                  | (484,656    | ) |                  |  | (1,176,766  | )               | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|Foreign currency translation adjustment                                 |  |                  | 147,159     |   |                  |  | 12,870      |                 | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|COMPREHENSIVE LOSS                                                      |  |                  | (337,497    | ) |                  |  | (1,163,896  | )               | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|Loss per share, basic and diluted                                       |  |                  | (0.0010     | ) |                  |  | (0.0039     | )               | 
|                                                                        |  |                  |             |   |                  |  |             |                 | 
|Weighted average number of  common stock outstanding, basic and diluted |  |                  | 338,952,847 |   |                  |  | 295,888,736 |                 | 



See accompanying notes



F-3







Trio
Resources, Inc. (An Exploration Stage Company)

Condensed
Consolidated Interim Statements of Stockholders’ Deficit

Expressed
in US Dollars

(Unaudited)



|                                               |  |              |             |         |        |  |           |            |  |               | Excess of  |  |             |               |          |   | Deficit     |  |         |       | 
|---------------------------------------------- |  | ------------ | ----------- | ------- | ------ |  | --------- | ---------- |  | ------------- | ---------- |  | ----------- | ------------- | -------- | - | ----------- |  | ------- | ----- | 
|                                               |  |              |             |         |        |  |           |            |  |               | purchase   |  |             | Accumulated   |          |   | accumulated |  |         |       | 
|                                               |  |              |             |         |        |  |           | Additional |  |               | price over |  |             | other         |          |   | during the  |  |         |       | 
|                                               |  | Common stock |             | paid-in |        |  | net asset |            |  | comprehensive |            |  | exploration |               |          |   |            
|                                               |  | Shares       |             |         | Amount |  |           | capital    |  |               | value      |  |             | (loss) income |          |   | stage       |  |         | Total | 
|                                               |  |              |             |         | $      |  |           | $          |  |               | $          |  |             | $             |          |   | $           |  |         | $     | 
|May 16, 2012 (inception) issuance              |  |              | 213,000,000 |         |        |  | 213,000   |            |  |               | —          |  |             |               | —        |   |             |  | —       |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Excess of purchase price over net asset value  |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | (299,105 | ) |             |  | —       |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Cumulative translation adjustment              |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | (10,296 | )     | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Loss for the period                            |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | —       |       | 
|As at September 30, 2012                       |  |              | 213,000,000 |         |        |  | 213,000   |            |  |               | —          |  |             |               | (299,105 | ) |             |  | (10,296 | )     | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Acquisition of Allied Technologies Group, Inc. |  |              | 109,000,000 |         |        |  | 109,000   |            |  |               | —          |  |             |               | —        |   |             |  | —       |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Issuance of shares re: consulting agreement    |  |              | 16,650,000  |         |        |  | 16,650    |            |  |               | 312,683    |  |             |               | —        |   |             |  | —       |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Cumulative translation adjustment              |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | 33,455  |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Loss for the year                              |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | —       |       | 
|As at September 30, 2013                       |  |              | 338,650,000 |         |        |  | 338,650   |            |  |               | 312,683    |  |             |               | (299,105 | ) |             |  | 23,159  |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Issuance of shares re: consulting agreement    |  |              | 512,500     |         |        |  | 513       |            |  |               | 8,080      |  |             |               | —        |   |             |  | —       |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Cumulative translation adjustment              |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | 147,159 |       | 
|                                               |  |              |             |         |        |  |           |            |  |               |            |  |             |               |          |   |             |  |         |       | 
|Loss for the period                            |  |              | —           |         |        |  | —         |            |  |               | —          |  |             |               | —        |   |             |  | —       |       | 
|As at March 31, 2014                           |  |              | 339,162,500 |         |        |  | 339,163   |            |  |               | 320,763    |  |             |               | (299,105 | ) |             |  | 170,318 |       | 



Note
1: The former stock split for previously issued common shares resulted in negative Additional Paid-In Capital. This has been charged
to Accumulated Deficit as an Appropriation of Capital. The stock split has been accounted for on a retrospective basis.



See accompanying
notes



F-4







Trio
Resources, Inc. (An Exploration Stage Company)

Condensed
Consolidated Interim Statements of Cash Flows

Expressed
in US Dollars

(Unaudited)



|                                                     |  |                  |          |   |                  |  |            | Cumulative from | 
|---------------------------------------------------- |  | ---------------- | -------- | - | ---------------- |  | ---------- | --------------- | 
|                                                     |  |                  |          |   |                  |  |            | May 16, 2012    | 
|                                                     |  | Six Months Ended |          |   | Six Months Ended |  |            | (inception) to  | 
|                                                     |  | March 31, 2014   |          |   | March 31, 2013   |  |            | March 31, 2014  | 
|                                                     |  | $                |          |   | $                |  |            | $               | 
|OPERATING ACTIVITIES                                 |  |                  |          |   |                  |  |            |                 | 
|Net loss for the period                              |  |                  | (484,656 | ) |                  |  | (1,176,766 | )               | 
|                                                     |  |                  |          |   |                  |  |            |                 | 
|Depreciation                                         |  |                  | 4,002    |   |                  |  | 7,022      |                 | 
|Stock based payment for services                     |  |                  | 8,875    |   |                  |  | 329,333    |                 | 
|Accretion expense on convertible notes               |  |                  | 44,095   |   |                  |  | 41,293     |                 | 
|Change in fair value of derivative liabilities       |  |                  | 17,339   |   |                  |  | —          |                 | 
|Net change in non-cash working capital balances:     |  |                  |          |   |                  |  |            |                 | 
|Prepaid expense and other assets                     |  |                  | 40,670   |   |                  |  | (379,073   | )               | 
|Accounts payable and accrued liabilities             |  |                  | 30,311   |   |                  |  | 468,137    |                 | 
|Cash used in operating activities                    |  |                  | (339,364 | ) |                  |  | (710,054   | )               | 
|                                                     |  |                  |          |   |                  |  |            |                 | 
|INVESTING ACTIVITIES                                 |  |                  |          |   |                  |  |            |                 | 
|Purchase consideration (Note 6)                      |  |                  | —        |   |                  |  | —          |                 | 
|Loan receivable - related party                      |  |                  | —        |   |                  |  | 2,220      |                 | 
|Purchase of Property and equipment                   |  |                  | —        |   |                  |  | (12,337    | )               | 
|Cash used in investing activities                    |  |                  | —        |   |                  |  | (10,117    | )               | 
|                                                     |  |                  |          |   |                  |  |            |                 | 
|FINANCING ACTIVITIES                                 |  |                  |          |   |                  |  |            |                 | 
|(Decrease) increase in bank indebtedness             |  |                  | (10,507  | ) |                  |  | —          |                 | 
|Proceeds from issuance of common stock               |  |                  | —        |   |                  |  | —          |                 | 
|Proceeds from issuance of convertible notes          |  |                  | 67,500   |   |                  |  | 689,089    |                 | 
|Loans payable including draw down loan payable       |  |                  | 233,407  |   |                  |  | 10,335     |                 | 
|Cash provided by financing activities                |  |                  | 290,400  |   |                  |  | 699,424    |                 | 
|                                                     |  |                  |          |   |                  |  |            |                 | 
|Net increase in cash during the period               |  |                  | (48,964  | ) |                  |  | (20,747    | )               | 
|Effect of foreign currency translation               |  |                  | 48,964   |   |                  |  | 12,870     |                 | 
|Cash, beginning of the period                        |  |                  | —        |   |                  |  | 8,086      |                 | 
|Cash, end of period                                  |  |                  | —        |   |                  |  | 209        |                 | 
|                                                     |  |                  |          |   |                  |  |            |                 | 
|Non cash financial activities (Note 6)               |  |                  |          |   |                  |  |            |                 | 
|Increase in convertible note payable - related party |  |                  | —        |   |                  |  | —          |                 | 
|Non-cash investing and financing activities          |  |                  | —        |   |                  |  | —          |                 | 
|                                                     |  |                  | —        |   |                  |  | —          |                 | 



See accompanying
notes



F-5







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



1. Organization,
Nature of Business, Going Concern and Management Plans



Organization
and Nature of Business



Trio
Resources, Inc. (“Trio Resources” or the “Company”), formerly Allied Technologies Group, Inc. (“Allied”),
was incorporated in the state of Nevada on September 22, 2011.



On
December 14, 2012, Allied entered into a share exchange agreement (the “Share Exchange Agreement”) with TrioResources
AG Inc. (“Trio or TrioResources AG Inc.”), pursuant to which Trio Resources acquired 100% of the issued and outstanding
equity securities of Trio (the “Share Exchange”). As a result of the Share Exchange, Trio became the wholly-owned
subsidiary of Trio Resources and the Trio shareholders became the controlling shareholders of Trio Resources, owning an aggregate
of 66.15% of the issued and outstanding shares of common stock of Trio Resources. The acquisition was accounted for as a recapitalization
using accounting principles applicable to reverse acquisitions whereby the consolidated financial statements subsequent to the
date of the acquisition are presented as a continuation of TrioResources AG Inc. Under reverse acquisition accounting TrioResources
AG Inc. (legal subsidiary) will be treated as the accounting parent (acquirer) and Trio Resources, Inc. (legal parent) will be
treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the reverse
acquisition, which includes one for one issuance of Trio Resources shares to the TrioResources AG Inc. shareholders.



Under
the terms of the Share Exchange, the former sole director, officer, and principal shareholder of Trio Resources (the “Principal
Shareholder”), cancelled all 1,500,000 shares of common stock that he owned, which constituted 57.9% of the issued and outstanding
shares of common stock prior to the Share Exchange.



On
December 14, 2012, the Company filed a Certificate of Amendment of its Articles of Incorporation (the “Charter Amendment”)
with the Secretary of State of Nevada to (1) change its name from Allied Technologies Group, Inc. to Trio Resources, Inc. (the
“Name Change”) and (2) increase its total authorized shares of common stock, from 75,000,000 shares to 400,000,000
shares (the “Authorized Share Increase”). Additionally, as a condition to close the Share Exchange, the Company’s
Board of Directors approved and authorized the Company to take the necessary steps to effect a forward stock split of the issued
and outstanding shares of common stock, such that each lot of one (1) issued and outstanding share of common stock shall be automatically
changed and converted into one hundred (100) shares of common stock, payable to all holders of record of the common stock as of
December 31, 2012 (the “Forward Stock Split”).



The
Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein Trio is considered
the acquirer for accounting and financial reporting purposes. The effective date of the Share Exchange Agreement is December 14,
2012 and all of the necessary accounting adjustments were fully reflected in these unaudited condensed consolidated interim financial
statements.



F-6







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



1. Organization,
Nature of Business, Going Concern and Management Plans (continued)



The
Company is considered to be an exploration stage company as defined under U.S. Securities and Exchange Commission (“SEC”)
Guide 7 (a) (4) (i) Description of Property by Issuers Engaged or to be Engaged in Significant Mining. The Company’s principal
business is the exploration of mineral resources on the Company’s existing property and any new properties it may acquire
and processing of mineralized material on its property.



Going
Concern



The
unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a
going concern. Since its inception on May 16, 2012 to March 31, 2014, the Company has not generated significant revenue. As at
March 31, 2014, the Company has a working capital deficiency of $2,479,253 and has accumulated deficit during the exploration
stage of $3,230,930. To date, the Company has not generated positive cash flows from operations and has primarily relied upon
debt and equity financing from third parties and related parties to finance its operations. The Company anticipates that its future
mill operations will generate positive cash flows in fiscal 2015 provided that it is successful in obtaining additional financing
in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility (Note 8) with Seagel Investments Corp. of
which $425,000 has been drawn as at March 31, 2014. On November 27, 2013, the Company entered into a draw down facility in the
amount of $335,000 with a lender of which $75,000 has been obtained as at March 31, 2014. In addition, on July 3, 2014, the Company
entered into a subscription agreement with accredited investors for the issuance of maximum of 25,000,000 shares at an offering
price of $0.02 per share. As at the date of filing of this document, the Company raised $150,000 through the subscription for
issuance of 7,500,000 shares pursuant to this subscription agreement.



The
Company is also pursuing additional financing. However, there can be no assurance that the additional financing shall be available
on terms or conditions acceptable to the Company. These factors raise substantial doubt about its ability to continue as a going
concern. No adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities
has been made to the unaudited condensed consolidated interim financial statements, which could be material if the current business
plan is not successful and when the Company is not able to continue as a going concern.



Acquisition



On
December 14, 2012, the Company completed a Share Exchange transaction pursuant to which it acquired 100% of the issued and outstanding
equity securities of TrioResources AG Inc., which became its wholly owned subsidiary. Part of the consideration was a payment
of $250,000, which was expensed during the previous year ended September 30, 2013, to Ihar Yaravenka, the former, sole officer,
director and controlling shareholder for him to surrender and cancel 1,500,000 shares of common stock of the Company. As at the
close of the Share Exchange, the Company had no assets or liabilities and it was a public shell company.



F-7







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



1. Organization,
Nature of Business, Going Concern and Management Plans (continued)



TrioResources
AG Inc. was incorporated on May 16, 2012 under the laws of the province of Ontario, Canada, is headquartered in Toronto, Ontario,
Canada. This company is an exploration stage company intending to focus on exploration, milling, and processing of mineralized
material located on its property.



Pursuant
to the terms and conditions of the Share Exchange Agreement, the Company acquired 100% of the capital stock, 2,130,000 common
shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of common stock of the Company. The result is
that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of the Company outstanding effective the date of
the Share Exchange Agreement.



The
Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TrioResources AG
Inc. is considered the acquirer for accounting and financial reporting purposes.



2.
Summary of Significant Accounting Policies



Basis
of Presentation



The
accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and
regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed consolidated interim financial statements
do not include all information and footnotes required by US GAAP for complete annual consolidated financial statements. In the
opinion of management, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments,
consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not
necessarily indicative of results that may be expected for the year ending September 30, 2014 or for any other interim period.
The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated
financial statements of the Company and the notes thereto as of and for the year ended September 30, 2013.



The
Company’s fiscal year-end is September 30. The Company’s functional currency is Canadian (“CDN”) dollars.
The Company’s reporting currency is the U.S. dollar. Assets and liabilities are translated into the U.S. dollar using the
exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting
period. Stockholders’ deficiency is translated at historical rates. Adjustments resulting from translating the unaudited
condensed consolidated interim financial statements into the U.S. dollar are recorded as a separate component of accumulated other
comprehensive income (loss) in the statement of stockholders’ deficiency.



F-8







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



2. Summary
of Significant Accounting Policies (continued)



Use
of Estimates



The
preparation of the unaudited condensed consolidated interim financial statements in conformity with US GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues
and expenses during the reporting periods. Estimates may include those pertaining to valuation of inventories, stockpiles and
mineralized material, the estimated useful lives and valuation of plant and equipment, mineral rights, deferred tax assets, convertible
debt notes, derivative liabilities, reclamation liabilities, stock-based compensation and payments, and contingent liabilities.
Actual results could materially differ from those estimates.



Recently
Issued Accounting Standards



From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting
bodies that are adopted by the Company as of the specified effective date.



Effective
October 1, 2013, the Company adopted the amended guidance in ASC Topic 210, Balance Sheet. The amended guidance addresses disclosure
of offsetting financial assets and liabilities. It requires entities to add disclosures showing both gross and net information
about instruments and transactions eligible for offset in the balance sheet and instruments and transactions subject to an agreement
similar to a master netting arrangement. The updated disclosures have been implemented retrospectively and do not impact our financial
position or results of operations.



Effective
October 1, 2013, the Company adopted the amended guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires
entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive
income by component and (2) significant items reclassified out of accumulated other comprehensive income by presenting the amount
reclassified and the individual income statement line items affected. The updated disclosures have been implemented prospectively
and do not impact our financial position or results of operations.



On
May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, Update
No. 2014-09—Revenue from Contracts with Customers (Topic 606). The standard outlines a single comprehensive model for
entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition
guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those
periods) beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of
this accounting standard”



Effective
June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915). Elimination of Certain Financial Reporting
Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The objective of the
amendments is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements
for development stage entities. As a result, the amendments in this Update remove all incremental financial reporting requirements
from U.S. GAAP for development stage entities.



F-9







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



2. Summary
of Significant Accounting Policies (continued)



Recently
Issued Accounting Standards (continued)



The
amendments also eliminate an exception previously provided to development stage entities in Topic 810, Consolidation, for determining
whether an entity is a variable interest entity on the basis of the amount of investment equity at risk. The amendments in this
Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification,
thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development stage entities to:



1)
present inception-to-date information in the statements of income, cash flows, and shareholder equity;

2)
label the financial statements as those of a development stage entity;

3)
disclose a description of the development stage activities in which the entity is engaged; and

4)
disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the
development stage.



The
amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced
planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining
disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall
be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning
after December 15, 2014, and interim periods therein.



3.
Property and Equipment:



On
June 15, 2012, the Company acquired property and equipment from 2023682 Ontario Inc., a commonly-controlled related party (see
Note 6). The cost of these acquired assets was recorded at the same historical carrying values reflected in the accounts of 2023682
Ontario Inc.



Equipment
and buildings consist of the following:



|                                |  | March 31, 2014 |         |   | September 30, 2013 |  
|------------------------------- |  | -------------- | ------- | - | ------------------ | -
|                                |  |                |         |   |                    |  
|Equipment                       |  | $              | 208,857 |   |                    | $
|Less:  Accumulated depreciation |  |                | (16,243 | ) |                    |  
|Net equipment                   |  |                | 192,614 |   |                    |  
|                                |  |                |         |   |                    |  
|Buildings                       |  | $              | 30,980  |   |                    | $
|Less:  Accumulated depreciation |  |                | (4,017  | ) |                    |  
|Net buildings                   |  |                | 26,963  |   |                    |  
|                                |  | $              | 219,577 |   |                    | $



F-10







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



3. Property
and Equipment: (continued)



Depreciation
expense of $1,951 and $4,002 were charged for the three and six months period ended March 31, 2014, respectively (2013 - $3,686
and $7,022). Equipment and buildings are depreciated on a straight line basis, once they are put in use, over their estimated
useful lives:



| | ● | Equipment
    15 years; and
| | - | ---------------------------
| |   |                            
| | ● | Buildings
    20 years.    



Patented
Claims:



At
March 31, 2014 and September 30, 2013, the Company also has mining property patent claims of $9,228 and $9,900, respectively (CDN$
10,200 as at March 31, 2014 and September 30, 2013). These patent claims provide the Company with mining rights to certain land
located in Coleman Township, District of Temiskaming, Ontario, Canada. On February 4, 2013 the Company made its first shipment
of mineralized material for refining.



The
patented claim was purchased in May 2012, in a related party transaction at CDN$10,200 (4,000MT of concentrate and book value
of related party). No amortization has been charged since the date of purchase as amortization is based on units of production
and the Company’s production volume up to March 31, 2014 is very insignificant.



4.
Stockholders’ Deficit:



The
Company’s authorized capital consists of 400,000,000 shares of common stock. At March 31, 2014, there were 339,162,500 shares
of common stock issued and outstanding (September 30, 2013 - 338,650,000). (See Note 1 - Acquisition).



Pursuant
to a consulting agreement entered on May 17, 2012 with Seagel Investments Corp., the Company issued to Seagel Investments Corp.,
16,100,000 common shares which were valued at $26,833, being the fair value of the common shares. The Company recorded this amount
as a consulting expense during the previous year ended September 30, 2013.



In
January 2013 the Company entered into two consulting agreements which required the issuance of shares as part of the consideration.
The first contact is for a 24 month term for 250,000 common shares issued for a total value of $137,500. The second contract is
for a 6 month term for 300,000 common shares issued for a total value of $165,000. Both contracts were signed at the beginning
of January 2013 and were recorded as prepaid expenses and are being amortized over the term of the respective agreements. The
Company has recorded an expense in the amount of $25,938 and $51,876 for the three and six months period ended March 31, 2014
(2013 – $99,687 and $126,520, respectively).



Effective
December 31, 2012 the number of shares outstanding were forward-split 100 shares for each share of record prior to the split (“Stock
Split”).



F-11







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



4.
Stockholders’ Deficit: (continued)



On
December 13, 2013, the Company issued 437,500 shares in respect of consulting services valued at $0.02 per share (being the trading
price) amounting to $8,750, which was expensed during the previous quarter ended December 31, 2013.



On
December 31, 2013, the Company issued 75,000 shares in respect of Stairs/Option Joint Venture Agreement. These shares were valued
at $0.02 per share (being the trading price) and were recorded as prepaid expenses and are being amortized over the term of the
agreement. The Company has recorded an expense in the amount of $125 and $126 for the three and six months period ended March
31, 2014 (2013 – $Nil and $Nil).



The
total amount of the common shares outstanding was 339,162,500 as of March 31, 2014 comprising of 229,612,500 restricted shares
and 109,550,000 non-restricted shares. The number of common shares outstanding as at September 30, 2013 was 338,650,000 comprising
of 229,100,000 restricted shares and 109,550,000 non-restricted shares.



The
restricted shares have been issued to various parties through private placement, as start-up capital or as consideration for professional
services under the terms and conditions agreed with each party. These restricted shares will be available for sale under SEC Rule
144 when the conditions have been met regarding the holding period, trading volume formula and restrictive legends.



5. Earnings
(Loss) Per Share (“EPS”):



FASB
ASC 260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the
weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities
that could share in the earnings of an entity similar to fully diluted earnings per share. Diluted EPS excludes all dilutive potential
shares if their effect is anti-dilutive. The weighted average number of shares outstanding for the three and six months period
ended March 31, 2014 were 339,162,500 and 338,952,847, respectively (2013 – 338,643,889 and 295,888,736, respectively).



6. Related
Party Transactions:



On
June 15, 2012, the Company purchased certain assets from 2023682 Ontario Inc., a related party in which the Company’s CEO
was the sole director of 2023682 Ontario Inc. The value of the assets purchased by the Company was carried over at the historical
carrying amounts that were recorded by the related party. The purchase consideration consisted of cash of CDN $100,000 ($99,510)
and a promissory note in the amount of CDN $500,000 ($485,300). Because the purchase was from a commonly controlled related party,
the excess of the purchase price over the carrying value of the assets purchased has been reflected as a deduction against Stockholders’
Deficit, equivalent to a distribution of equity to the stockholder. The assets purchased and consideration given is as follows:



F-12







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



6. Related
Party Transactions: (continued)



|Property and equipment                |  | $ | 88,596   |  
|------------------------------------- |  | - | -------- | -
|Patent claims                         |  |   | 10,374   |  
|Inventory                             |  |   | 1,770    |  
|Total assets purchased                |  |   | 100,740  |  
|                                      |  |   |          |  
|Purchase price                        |  |   | (610,260 | )
|                                      |  |   |          |  
|Discount on note payable (Note 7)     |  |   | (210,415 | )
|                                      |  |   |          |  
|Deduction in shareholders’ deficiency |  | $ | (299,105 | )



This
transaction was accounted for as a transfer between entities under common control, and the cost of these assets is based on the
transferor’s carrying value of the asset. Management determined that the assets acquired did not meet the definition of
a “business” as defined by accounting standards, or as a “predecessor business”, as defined in SEC rules.



No
consulting fees were paid to Mr. J. Duncan Reid (Director) for the three and six months period ended March 31, 2014 (2013 - $20,000
and $40,000, respectively). As at March 31, 2014, the Company had advanced to 2023682 Ontario Inc. $61,215 (September 30, 2013
- $65,673). The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms of repayment.



7. Loans
Payable:



Loan
payable represent unsecured and interest free financing provided by a third party. These loans are repayable on demand.



8. Convertible
Draw Down Loan Payable:



The
Company entered into a one-year Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the
maximum amount of $500,000. The facility bear interest at the rate of 10% per annum. The Company may from time to time request
draw downs on this convertible debt facility subject to the discretion of the lender. The term of the Draw Down Facility is for
one year during which the Company may draw down up to $500,000.



After
the one year term, any outstanding principal and accrued interest shall be converted into a convertible note with an additional
term of one (1) year. Pursuant to the terms of this Draw Down Facility, this convertible debt obligation may, at the option of
the creditor, be converted into the common shares of the Company at the lower of $1.00 per share, the initial listing price of
$0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration
statement. The Company has an option to convert at whichever price is the lowest of all options above. Through the completion
of the reverse takeover of Allied Technologies Group Inc. on December 14, 2012 the Company became public. As at March 31, 2014
the amount outstanding under the Draw Down Facility was $425,000 (September 30, 2013 - $425,000).



F-13







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



9. Convertible
Note Payable – Related Party:



As
of March 31, 2014, the Company has a convertible note payable of $405,560 (CDN $448,281) to 2023682 Ontario Inc. This note is
due two years from the date of issue (June 15, 2012) and accrues interest at 3% per annum. The terms of the convertible notes
specified that should the Company be successful in a ‘going public’ transaction it is convertible into common shares
of the Company at the weighted average of the Company’s share price based on the average 5 day bid price, within 30 days
of the Company going public. If there are no trades on any given day in the first 30 days after the Company’s stock begins
to trade then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any
time without penalty or bonus. This convertible note is interest free for the first 12 months post-closing of the asset purchase,
thereafter; it accrues interest at the rate of 3% per annum.



This
note was discounted resulting in an effective interest rate of 27%. As a result, a $210,415 discount to the note was recorded
which is being amortized to as accretion expense over the term of the note. The Company completed its going public transaction
and became public on December 14, 2012, the first trades took place on January 11, 2013 at $0.55 per share; however, the holder
has not requested for conversion into shares. This has been classified as non-current as management has obtained a waiver for
the next 12 months.



Accretion
expense of $26,788 and $51,430 have been recognized for the three and six months ended March 31, 2014 (2013 - $25,643 and $51,728,
respectively), which is included in interest expense in the unaudited condensed consolidated interim statements of operations.



10. Convertible
Notes Payable:



|                     |  | March 31, 2014 |          |   | September 30, 2013 |  
|-------------------- |  | -------------- | -------- | - | ------------------ | -
|                     |  |                |          |   |                    |  
|Convertible Note (a) |  | $              | 924,187  |   |                    | $
|Convertible Note (b) |  |                | 1,540    |   |                    |  
|                     |  |                | 925,727  |   |                    |  
|Current portion      |  |                | (924,187 | ) |                    |  
|                     |  | $              | 1,540    |   |                    | $



|(a) | The
    total convertible notes of $924,187 issued and outstanding as at March 31, 2014 are classified as current in accordance with
    their terms of maturity (Outstanding balances as at September 30, 2013 were $482,655 classified as current and $483,708 as
    non-current).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
details of the convertible notes outstanding as at March 31, 2014 are as follows:



F-14







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



10. Convertible
Notes Payable: (continued)



On
September 30, 2012, the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $266,445
(US $241,053), Siderion Capital Group Inc. in the amount of CDN $295,163 (US $267,034), and Seagel Investment Corp. in the amount
of CDN $49,000 (US $47,559). Each of these September 30, 2012 convertible notes have a two (2) year term and have an interest
rate of 10% per annum.



On
October 31, 2012 the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $7,000 (US
$6,333), Siderion Capital Group Inc. in the amount of CDN $20,000 (US $18,094), Seagel Investment Corp. in the amount of CDN $2,500
(US $2,262), and Seagel Investment Ltd. in the amount of US $345,081 . Each of these October 31, 2012 convertible notes has a
term of two (2) years and bears an interest rate of 10% per annum.



All
of the convertible notes referred above may be converted, at any time at the option of the holder, into the common shares of the
Company, or in the event that Debtor goes public into the shares of the public company at the lower of $1.00 per share, the initial
listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way
of a registration statement.



These
convertible notes and Drawn Down Loan Payable are secured against the assets of the TrioResources AG Inc. until the Company becomes
publically traded and the convertible notes are converted to shares or the convertible notes are redeemed. All of the convertible
notes and the Draw Down Facility remain outstanding and none have been converted to common shares.



The
convertible notes may be repaid at any time without penalty or bonus. Subsequent to year end and up to the date of this filing,
none of the above notes were either paid or converted into common stocks of the Company.



Interest
expense of $38,028 and $77,583 have been recognized for the three and six months ended March 31, 2014 (2013 - $30,768 and $54,835,
respectively)





|(b) | On November 27, 2013, the Company entered into a
    convertible promissory note agreement (the “Note”) whereby the investor may purchase up to $335,000 face value
    convertible notes. The consideration is equal to $300,000 resulting in an original issue discount of $30,000 (approximately
    10%). Pursuant to this agreement, the Company received $50,000 (face value of $55,833) on November 27, 2013 and $25,000 (face
    value of $27,917) on March 14, 2014. If the Company elects to repay the consideration received within 90 days from the effective
    date of the consideration, there is no interest due on the note. However, if the consideration is not repaid within 90 days
    of the effective date, there is a one-time interest charge equal to 12% of the outstanding principal balance. The note is
    convertible into common stock at the lender’s option, at the lower (a) $0.10 or (b) 60% of the lowest trade price in
    the 25 trading days previous to the conversion.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-15







Trio
Resources, Inc. (An Exploration Stage Company)

Notes
to the Condensed Consolidated Interim Financial Statements (Unaudited)

As at
March 31, 2014

Expressed
in US Dollars



10. Convertible
Notes Payable: (continued)



The
Note provides for redemption upon the occurrence of an event of default. Default conditions include non-servicing of the debt
and certain other credit risk related conditions. Default conditions also include certain equity indexed events including failures
to file public information documents and failure to comply with Rule 144 requirements. The remedy to the lender for an event of
default is the greater of (i) the outstanding balance of the Note divided by the conversion price on the date the default amount
is either demanded or paid in full, whichever has a lower conversion price multiplied by the VWAP on the date the default amount
is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding balance of the note.



Accounting
Considerations



The
Company has accounted for the Initial Tranche issued for cash as a financing transaction, wherein the net proceeds that were received
were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the Initial
Tranche under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms
and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where
their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded
derivative features consisted of the conversion option and certain redemption rights that were indexed to equity risks (“Default
Put”). The conversion option along with the redemption features bearing risks of equity, were not clearly and closely related
to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit
an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification
(see Note 11). Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded
derivative.



Based
on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with
the residual allocated to the host debt contract, as follows:



|                             |  | Allocation   |       
|---------------------------- |  | ------------ | ------
|                             |  | $50,000 Note |       
|                             |  |              |       
|Compound embedded derivative |  | $            | 62,007
|Financing costs expense      |  |              | (5,000
|Day-one derivative loss      |  |              | (7,007
|                             |  | $            | 50,000



The
proceeds were allocated to between the compound embedded derivative and the financing costs expense. These resulted in a day-one
derivative losses and therefore, there were no value allocated to these notes on the inception date. These Notes will be accreted
up to its face value over the life of the Notes based on an effective interest rate of 21.15%. Amortization expense of $864 and
$676 were recorded for the three and six months period ended March 31, 2014, respectively. The total carrying values of these
Notes as of March 31, 2014 amounted to $1,541.





F-16









Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



11.
Derivative Liabilities:



The following tables summarize the components
of the Company’s derivative liabilities and linked common shares as of March 31, 2014 and the amounts that were reflected
in income related to derivatives for the three and six months then ended:



|                              |  | As at March 31, 2014
|----------------------------- |  | --------------------
|                              |  | Index shares        
|                              |  |                     
|Compound embedded derivatives |  |                     
|Warrant derivatives           |  |                     
|                              |  |                     



The following table summarizes the effects
on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type
of financing for the three and six months ended March 31, 2014:





|                              |  | Three Months Ended |        |   | Six Months Ended |  
|----------------------------- |  | ------------------ | ------ | - | ---------------- | -
|                              |  | December 31, 2013  |        |   | March 31, 2014   |  
|                              |  |                    |        |   |                  |  
|Compound embedded derivatives |  | $                  | (7,707 | ) |                  | $
|Warrant derivatives           |  |                    | 1,455  |   |                  |  
|Day-one derivative losses     |  |                    | (7,007 | ) |                  |  
|Total gain (loss)             |  | $                  | 13,259 |   |                  | $





The Company’s face value $55,833 and
$27,917 Convertible Promissory Notes issued on November 27, 2013 and March 14, 2014, respectively (Also refer Note 10), and Common
Stock Purchase Warrant issued on December 13, 2013 gave rise to derivative financial instruments. The Note embodied certain terms
and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics.
These terms and features consist of the embedded conversion option and default put.



Current accounting principles that are provided
in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair
value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual
derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as
derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound
embedded derivative.



F-17







Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



11.
Derivative Liabilities: (continued)



The Company has selected the Monte Carlo Simulations
valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all
significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions
involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk
assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and
risk free rates. The Company has selected Binomial Lattice to fair value the warrant derivatives because it believes this technique
is reflective of all significant assumption types market participants would likely consider in transactions involving freestanding
warrants derivatives. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development
of significant internal assumptions in addition to observable market indicators.



Significant inputs and results arising from
the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible
Notes and classified in liabilities:



|                                              |  | $50,000 Note   |                                                           |   | $25,000 Note 
|--------------------------------------------- |  | -------------- | --------------------------------------------------------- | - | -------------
|                                              |  | Inception date |                                                           |   | 31 March 2014
|                                              |  |                |                                                           |   |              
|Quoted market price on valution date          |  | $              | 0.07                                                      |   |              
|Contractual conversion rate                   |  | $              | 0.048                                                     |   |              
|Contractual term to maturities                |  |                | 2
                                         years          |   |              
|Implied expected term to maturity             |  |                | 1.612
                                         years      |   |              
|Market volatility:                            |  |                |                                                           |   |              
|Range of volatities                           |  |                | 125.65%
                                         - 183.52 | % |              
|Equivalent volatility                         |  |                | 145.90                                                    | % |              
|Contractual interest rate                     |  |                | 6.00                                                      | % |              
|Equivalent market risk adjusted interest rate |  |                | 9.43                                                      | % |              
|Equivalent credit risk adjusted yield         |  |                | 6.53                                                      | % |              



The following table reflects the issuances
of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives
during the six months ended March 31, 2014.



|                                                                 |  | March 31, 2014 |        
|---------------------------------------------------------------- |  | -------------- | -------
|                                                                 |  |                |        
|Balances at October 1, 2013                                      |  | $              | -      
|Convertible Notes Financing                                      |  |                | 93,011 
|Changes in fair value inputs and assumptions reflected in income |  |                | 10,446 
|Balances at March 31, 2014                                       |  | $              | 103,457



F-18







Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



11.
Derivative Liabilities: (continued)



The fair value of the compound embedded derivative
is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components
of the Monte Carlo Simulation technique.



The Common Stock Purchase Warrant issued on
December 13, 2013 contained a variable conversion price, the Company has classified it as a derivative liability.



The Binomial Lattice technique is a level
three valuation technique because it requires the development of significant internal assumptions in addition to observable market
indicators. Significant assumptions utilized in the Binomial Lattice process are as follows for the warrants as of March 31, 2014:



|                                                             |  | March 31, 2014 |                                                          
|------------------------------------------------------------ |  | -------------- | ---------------------------------------------------------
|                                                             |  |                |                                                          
|Linked common shares                                         |  |                | 75,000                                                   
|Quoted market price on valuation date                        |  | $              | 0.01                                                     
|Quoted market price on valuation date                        |  | $              | 0.598                                                    
|Term (years)                                                 |  |                | 1.230                                                    
|Range of market volatities                                   |  |                | 132.64%
                                         - 189.68
|Risk free rates using zero coupon US Treasury Security rates |  |                | 0.07%
                                         - 0.38    



The following table reflects the issuances
of derivative warrants and changes in fair value inputs and assumptions related to the derivative warrants during the six months
ended March 31, 2014.



|                                                                 |  | March 31, 2014 |       
|---------------------------------------------------------------- |  | -------------- | ------
|                                                                 |  |                |       
|Balances at October 1, 2013                                      |  | $              | -     
|Common stock purchase warrants                                   |  |                | 1,658 
|Changes in fair value inputs and assumptions reflected in income |  |                | (1,455
|Balances at March 31, 2014                                       |  | $              | 203   



The fair value of all warrant derivatives
is significantly influenced by the Company’s trading market price, the price volatility in trading and the risk free interest
components of the Binomial Lattice technique.



F-19







Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



12.
Contingency



On October 22, 2012, the previous owner of
the property, 2023682 Ontario Inc., owned by Duncan Reid (CEO of the Company), was fined CDN$56,265 by the Ontario Ministry of
the Environment under the Environmental Protection Act for failing to comply with a Court Order to remove specified waste materials
from the mill site. Under the terms of the Order, 2023682 Ontario Inc. had until July 31, 2014 to pay the fines and to comply
with the Court Order to remove the specified waste material and, in the interim, to ensure that there is no migration or discharge
of these materials into the ground or water. The liabilities and obligations with respect to this fine are with 2023682 Ontario
Inc. Nevertheless, the Company has obtained a contractual indemnity from 2023682 Ontario Inc. in respect of this matter and any
related liabilities in the event that 2023682 Ontario Inc. does not duly satisfy its obligations and an agreement that 2023682
Ontario Inc. will hold harmless the Company for any fines, legal actions or penalties associated with this matter. In addition,
the Company has an agreement with 2023682 Ontario Inc. pursuant to which 2023682 Ontario Inc. has undertaken to dispose, at its
cost, of the material as required in the court order within the specified time. In the event that 2023682 Ontario Inc. defaults
with respect to any of these obligations, the Company may be subject to liability and exposure, including the disposal of these
materials, any interim discharge from these materials (which are not currently in a permitted tailings pond) and related fines.
If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force
us to cease our operations. There has been a Notice of Garnishment served against Trio Resources, Inc. in the amounts of $45,874
CAD and $47,863 USD in respect of a claim against the Company’s CEO in his other business ventures. Currently, the motion
is returnable in fiscal year 2014 and hence, the management cannot assess the likelihood of any outcome.



13.
Commitment



On September 25, 2013, the Company entered
into a “Stairs Option/Joint Venture Agreement (the “Agreement”) with Teck Resources Limited (“Teck”),
a corporation incorporated under the laws of Canada. Teck is the registered and beneficial owner of a 100% undivided leasehold
interest (the “Teck Interest”) in the Stairs property located in Ontario (the “Property”).



Teck has agreed to grant the Company an option
to acquire the Teck Interest, subject only to the Back-in Right and the NSR royalty reserved to Teck, upon and subject to the
terms of the Agreement. If the Company 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 the Agreement.



In consideration for the grant of the Option,
the Company issued 75,000 Units (the “First Units”), to Teck during the previous quarter ended December 31, 2013.
Each “Unit” (First Units and Second Units) shall be comprised of one common share in the capital of the Company (a
“Share”) and one non-transferable share purchase warrant (a “Warrant”).



F-20







Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



13.
Commitment (continued)



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. Each Warrant that comprises the Second Units 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.



Under the Agreement, Teck has granted to the
Company 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, which rights and royalty were reserved from the Option. The Company may exercise
the Option by:



| | c) | Incurring
    an aggregate $1,500,000 in Expenditures 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



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



Upon the Company expending an aggregate of
$1,500,000 in Expenditures and satisfying the other obligations under the Agreement, the Company 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. On the date on which the Option Expenditure Notice is delivered,
the Company will have exercised the Option and earned the Teck Interest subject to the Back-in Right and NSR royalty. As of such
date, the Property shall be held in trust by Teck for the Company and, forthwith upon the Company exercising the Option unless
Teck delivers the Back-in Notice, Teck will forthwith take all necessary steps to transfer registered title to the Company. If
the Company has not incurred the requisite Expenditures as noted above, the Company 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 the Company.



As at the date of this filing, no expenditure
was incurred by the Company.



F-21







Trio Resources, Inc. (An Exploration Stage
Company)

Notes to the Condensed Consolidated Interim Financial Statements
(Unaudited)

As at March 31, 2014

Expressed in US Dollars



14.
Subsequent Events:



On July 3, 2014, the Company entered into
a subscription agreement with accredited investors for the issuance of maximum of 25,000,000 shares at an offering price of $0.02
per share. As at the date of filing of this document, the Company raised $150,000 through the subscription for issuance of 7,500,000
shares pursuant to this subscription agreement.



F-22







ITEM 2: MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The information and financial data discussed
below is derived from the unaudited condensed consolidated interim financial statements of Trio Resources, Inc.(“we,”
“us” or the “Company”) for the three months ended March 31, 2014 and were prepared and presented in accordance
with generally accepted accounting principles in the United States.



Forward Looking Statements



Some of the statements contained in this Quarterly
Report on Form 10-Q that are not historical facts are “forward -looking statements” which can be identified by the
use of the terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,”
“anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve
risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained
in this Quarterly Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties
and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding
the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events
may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause
actual results, our performance or achievements to differ materially from those contemplated by such forward-looking statements
include without limitation:



|● | Our
    ability to raise capital when needed and on acceptable terms and conditions;    
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|● | Our
    ability to attract and retain management;                                       
|  |                                                                                         
|● | Our
    ability to enter in to long-term supply agreements for the mineralized material;
|  |                                                                                         
|● | General
    economic conditions; and                                                    
|  |                                                                                         
|● | Other
    factors discussed in Risk Factors.                                            



All forward looking statements made in connection
with this Quarterly Report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety
by these cautionary statements. Given the uncertainties that surround such statements you are cautioned not to place undue reliance
on such forward looking statements.



Overview



We operate as a milling and exploration company
in the province of Ontario Canada. Our operations have been limited to acquiring our initial land holdings and patented claims
and our initial milling and mining assets to allow us to begin to implement our plans to start small scale concentration of existing
above ground mineral resources.



We are an exploration stage company and have
not generated significant revenues to date. We are in the initial stages of developing our mineral properties, have very limited
cash resources and are in need of substantial additional capital to execute our business plan. For these and other reasons, our
independent auditors have raised substantial doubt about our ability to continue as a going concern.



4







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



As an exploration company we have not as yet
generated significant operating revenues and have incurred operating losses of $3,230,930 from our inception, May 16, 2012, to
March 31, 2014, and of $214,010 and $484,656 for the three and six months ended March 31, 2014, respectively. To date we
have funded our operations through advances from a related party and from private third party lenders utilizing convertible notes
and loans payable including draw down loan payable totaling $2,299,513 as explained in detail in the section “Liquidity
and Capital Resources”.



Property



The Company acquired the Duncan Kerr property
in May 2012. This property is located in Ontario, Canada, approximately three kilometers southeast of the town of Cobalt. Main
features of this property are summarized as below:



| | ● | The
    property is located in a region that is well known for its base and precious metal production. Past producing mines at Duncan
    Kerr have mined in excess of 32 million ounces of silver, and one of North America’s richest silver veins ever explored
    is located on the property per preliminary geologist report from TMK Associates on March 22, 2013.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                         
| | ● | The
    Company’s plans include 5,000 meters of diamond drilling and other exploration at the Duncan Kerr project as well as
    upgrading its existing mill capacity to be able to process up to 360 tons per day.                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                         
| | ● | The
    Company has full rights and claims to this property including the existing mineralized material, onsite mill, other structures
    and equipment, and all surface and mineral rights.                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                         
| | ● | This
    property has a very strategic location in terms of its access to major highways, rail spurs, power and fresh water.                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Presence
    of estimated 1.3 million tons of mineralized material already located above ground.                                                                                                                                                                                                                                                                        



Recent Development



Acquisition of TrioResources AG Inc.



On December 14, 2012, we entered into a share
exchange agreement (the “Share Exchange Agreement”) with TrioResources AG Inc., pursuant to which we acquired 100%
of the issued and outstanding equity securities of TrioResources AG Inc., which became our wholly owned subsidiary (the “Share
Exchange”). Part of the consideration was a payment of $250,000, which was expensed during the year, to Ihar Yaravenka,
the former, sole officer, director and controlling shareholder for him to surrender and cancel 1,500,000 shares of common stock
of the Company. Prior to the completion of the Share Exchange, we had no assets or liabilities and we were a shell company.



5







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



TrioResources AG Inc. was incorporated on
May 16, 2012 under the laws of the province of Ontario, Canada, is headquartered in Toronto, Ontario, Canada. This company is
an exploration stage company intending to focus on exploration, milling, and processing of mineralized material located on its
property.



Pursuant to the terms and conditions of the
Share Exchange Agreement, we acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange
for the issuance of 2,130,000 shares of our common stock. The result is that the shareholders of TrioResourcses AG Inc. own 66.15%
of the total outstanding shares of the Company effective the date of the Share Exchange Agreement.



Plan of Operations



The Company’s intention is to conduct
exploration initiatives, with the purpose of being cash-flow positive by processing precious metals, and other valuable minerals.
The Company utilizes modern mining and exploration technology in conjunction with focusing on combining the right blend of experienced
mining consultants and technological management in order to remain competitive.



We intend to conduct further exploration initiatives,
in order to target additional high-concentration regions, which would be profitable to develop. Unlike other junior mining companies,
we plan to have our exploration initiative coincide with our milling program, through which we are planning to be able to run
a cash-flow positive business by producing precious metals, and other valuable minerals. By reinvesting the profits realized by
capitalizing on our existing mineralized mineral stock piles, we anticipate having the ability to expedite our business plan,
and fund some of the expansion of our operations, internally.



Results of Operations



We are an exploration stage company as defined
in the SEC Guideline 7 (a) (4) (i). We have not generated significant revenue to date and consequently our operations are subject
to all of the risks inherent in the establishment of a new business enterprise. Our operations have been limited to the purchase
of our initial land position including 2 patented claims, and the acquisition of fixed assets which will be incorporated into
our processing facility. Our analysis on the performance of the Company is as follows:



Balance sheet – As at March 31,
2014 and September 30, 2013



Cash/Bank indebtedness



At March 31, 2014 the Company had bank indebtedness
of $62 of as compared to bank indebtedness of $10,830 as at September 30, 2013. The decrease in bank indebtedness was mainly due
to issuance of $75,000 convertible notes during the six months ended March 31, 2014.



6







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Prepaid expenses and other receivables



At March 31, 2014 the Company had $80,463
of prepaid expenses and other receivables as compared to $122,930 as at September 30, 2013. The decrease of $42,467 during the
six months period ended March 31, 2014 mainly represented amortization of prepaid expenses relating to consulting agreements.



Loan receivable – related party and
Patented claims



There was no change in the balance of loan
from a related party in the amount of CDN 67,663 and patented claims of CAD 10,200. The variation in the balance as at March 31,
2014 as compared to September 30, 2013 reflected the change in foreign exchange rates.



Property and equipment



At March 31, 2014 the Company had $219,577
of net book value of property and equipment as compared to $238,876 as at September 30, 2013. The decrease of $19,299 represented
amortization expense of $4,002 for the six months period ended March 31, 2014 and the effects of difference in foreign exchange
rates during the six months period ended March 31, 2014.



Accounts payable and accrued liabilities



At March 31, 2014 the Company had $772,117
of accounts payable and accrued liabilities as compared to $763,775 as at September 30, 2013. The increase of $8,342 represented
accruals of $50,500 during the six months ended March 31, 2014 offset by the payments to suppliers amounting to $42,158.



Loans payable



At March 31, 2014 the Company had $438,350
of loans payable as compared to $257,399 as at September 30, 2013. The increase of $180,951 represented an interest free loan
obtained from a third party to meet the day to day working capital requirement of the Company.



Convertible draw down loan payable



The Company entered into a one-year Convertible
Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the maximum amount of $500,000. As
at March 31, 2014 and September 30, 2013 the amount outstanding under the Draw Down Facility was $425,000.



Convertible note payable – related
party



At March 31, 2014 the Company had $405,560
of convertible note payable to a related party as compared to $384,899 as at September 30, 2013. The increase of $20,661 represented
accretion expense of $51,430 for the six month period ended March 31, 2014 offset by the effects of change in foreign exchange
rates. The note was issued on June 15, 2012 for a term of two years and carries interest at 3% per annum. This note is interest
free for the first twelve months.



7







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Convertible notes payable – third
parties and derivative liabilities



At March 31, 2014 the Company had $1,029,185
of convertible notes payable to third parties and derivative liabilities as compared to $966,363 as at September 30, 2013. The
increase of $62,822 represented mainly the issuance of a $75,000 convertible notes during the six months period ended March 31,
2014. These notes have been issued under multiple funding arrangements with third party investors for a term of two years and
carries interest ranging from 10% to 12% per annum.



Statement of Operations – For
the three and six months March 31, 2014 and 2013:



Expenses



Our expenses are classified primarily into
the following categories.



| | ● | Corporate
    expenses;                 
| | - | ----------------------------------------
| |   |                                         
| | ● | Exploration
    and development costs;  
| |   |                                         
| | ● | Interest
    and derivative expense; and
| |   |                                         
| | ● | Depreciation                            



Corporate expenses and exploration and
development costs



Corporate expenses and exploration and development
costs for the three and six months ended March 31, 2014 were $139,266 and $325,423 as compared to $596,167 and $1,229,482 for
the three and six months ended March 31, 2013, respectively. The expenses which are generally included in these categories are
consulting, legal, professional and edgarization charges. TrioResources AG Inc. was operating as a private limited company up
to December 14, 2012, when it became public through a reverse merger transaction. The increased corporate expenses and exploration
and development costs in 2013 were mainly due to the reverse merger activities.



Interest expense, change in derivative
liabilities and depreciation



Interest expense, changes in derivative liabilities
and depreciation for the three ended March 31, 2014 were $68,713, $4,080 and $1,951 as compared to $56,411, $nil and $3,686, for
the three months ended March 31, 2013, respectively. Interest expense, change in derivative liabilities and depreciation for the
six ended March 31, 2014 were $137,892, $17,339 and $4,002 as compared to $106,561, $nil and $7,022, for the three months ended
March 31, 2013, respectively. The increase in interest expense for the three and six months ended March 31, 2014 as compared to
three and six months ended March 31, 2013 was mainly due to additional interest based financing obtained during the current period.
Change in derivative liabiltities represented the derivative loss recognized resulting from the changes in fair values of promissory
convertible notes as discussed in note 11 of the unaudited condensed consolidated interim financial statement.



8







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Liquidity and Capital Resources



At March 31, 2014, the Company had a working
capital deficit of $2,479,253 compared to a working capital deficit of $1,391,729 as at September 30, 2013. The Company is actively
seeking various financing operations to meet the working capital requirements.



To date we have relied on third parties to
provide financing for our operations by way of convertible notes and other loans. The proceeds may not be sufficient to effectively
develop our business to the fullest extent to allow us to maximize our revenue potential, in which case, we will need additional
capital. We will need capital to allow us to acquire additional properties to expand our exploration base. The Company anticipates
that its future mill operations will generate positive cash flows in fiscal 2014 provided that it is successful in obtaining additional
financing in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility with Seagel Investments Corp. of
which $425,000 has been drawn as at March 31, 2014. On November 27, 2013, the Company entered into a Draw Down Facility in the
amount of $335,000 with a lender of which the Company has obtained $75,000 at March 31, 2014. Further, On July 3, 2014, the Company
entered into a subscription agreement with accredited investors for the issuance of maximum of 25,000,000 shares at an offering
price of $0.02 per share. As at the date of filing of this document, the Company raised $150,000 through the issuance of 7,500,000
shares pursuant to this subscription agreement. In addition we will need to provide the Company with working capital. The amount
and timing of capital required will depend on when we are able to conclude agreements either to purchase additional land and the
associated patented claims and/or enter into licensing or other working relationships to allow the Company to have access to the
largest mining asset base possible within the financial constraints of the Company. If we are unable to generate sufficient cash
flow from operations we will be required to raise additional funds either in the form of capital or debt. There are no assurances
that we will be able to generate the necessary capital or debt to carry out our current plan of operations.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.



Critical Accounting Policies



Critical accounting policies are described
in the Company’s Form 10-K for the year ended September 30, 2013.



Subsequent Events



On July 3, 2014, the Company entered into
a subscription agreement with accredited investors for the issuance of maximum of 25,000,000 shares at an offering price of $0.02
per share. As at the date of filing of this document, the Company raised $150,000 through the subscription for issuance of 7,500,000
shares pursuant to this subscription agreement.



9







ITEM 2: MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



Description Of Property



Our principal executive offices are located
at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9



The mining properties are located LOT 3, CON
4, Coleman Township, District of Temiskaming, Ontario.



ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Smaller reporting companies are not required
to provide the information required by this item.



ITEM 4. CONTROLS AND
PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our management carried out an evaluation
of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934
(the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation
Date”). Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our
chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.



Management’s Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting
for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over
financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing
reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing
reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our
consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial
statements would be prevented or detected.



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ITEM 4. CONTROLS AND PROCEDURES (continued)



Management conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this valuation, segregation of
duties & maintenance of current accounting records have been identified as material weaknesses in internal control over financial
reporting. Management is in the continuous process of improving the internal control over financial reporting by engaging a Certified
Public Accountant as a consultant to mitigate some of the identified weaknesses. The Company is still in its development stage
and intends on bringing in necessary resources to address the weaknesses once full operations have commenced. Management concludes
that internal control over financial reporting has material weaknesses at March 31, 2014.



Changes in Internal Control over Financial Reporting



There have been no changes during the period
ended March 31, 2014 in our internal control over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



From time to time, we may become involved
in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware
of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business,
financial condition or operating results.



On October 22, 2012, the previous owner of
the property, 2023682 Ontario Inc., owned by Duncan Reid (CEO of the Company), was fined CDN$56,265 by the Ontario Ministry of
the Environment under the Environmental Protection Act for failing to comply with a Court Order to remove specified waste materials
from the mill site. Under the terms of the Order, 2023682 Ontario Inc. had until July 31, 2014 to pay the fines and to comply
with the Court Order to remove the specified waste material and, in the interim, to ensure that there is no migration or discharge
of these materials into the ground or water. The liabilities and obligations with respect to this fine are with 2023682 Ontario
Inc. Nevertheless, the Company has obtained a contractual indemnity from 2023682 Ontario Inc. in respect of this matter and any
related liabilities in the event that 2023682 Ontario Inc. does not duly satisfy its obligations and an agreement that 2023682
Ontario Inc. will hold harmless the Company for any fines, legal actions or penalties associated with this matter. In addition,
the Company has an agreement with 2023682 Ontario Inc. pursuant to which 2023682 Ontario Inc. has undertaken to dispose, at its
cost, of the material as required in the court order within the specified time. In the event that 2023682 Ontario Inc. defaults
with respect to any of these obligations, the Company may be subject to liability and exposure, including the disposal of these
materials, any interim discharge from these materials (which are not currently in a permitted tailings pond) and related fines.
If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force
us to cease our operations. There has been a Notice of Garnishment served against Trio Resources, Inc. in the amounts of $45,874
CAD and $47,863 USD in respect of a claim against the Company’s CEO in his other business ventures. Currently, the motion
is returnable in fiscal year 2014 and hence, the management cannot assess the likelihood of any outcome.



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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS



On December 13, 2013, the Company issued 437,500
shares in respect of consulting services valued at $0.02 per share (being the trading price) amounting to $8,750, which was expensed
during the current period ended December 31, 2013. On December 31, 2013, the Company issued 75,000 shares in respect of Stairs/Option
Joint Venture Agreement. These shares were valued at $0.02 per share (being the trading price) and were recorded as expense to
be amortized over the period of the agreement. On July 3, 2014, the Company entered into a subscription agreement with accredited
investors for the issuance of maximum of 25,000,000 shares at an offering price of $0.02 per share. As at the date of filing of
this document, the Company raised $150,000 through the subscription for issuance of 7,500,000 shares.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



Exhibits:





|31.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant
    to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).*                                            
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                               
|32.1 |  | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and
    18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.*



*
Filed herewith.



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SIGNATURES



In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | TRIO
    RESOURCES, INC.
|------------------------ | ------------------------
|                         |                         
|Dated:
    July 17, 2014 | By:                     
|                         |                         





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